<PAGE>
As filed with the Securities and Exchange Commission on November 15, 1995
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
AMCORE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 36-3183870
(State of incorporation) (I.R.S. employer identification number)
501 SEVENTH STREET
ROCKFORD, ILLINOIS 61104
(Address of principal executive offices)(Zip code)
AMCORE FINANCIAL, INC.
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
JOHN R. HECHT
SENIOR VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
AMCORE FINANCIAL, INC.
501 SEVENTH STREET
ROCKFORD, ILLINOIS 61104
(815) 968-2241
(Name, address and telephone number, including area code, of agent for service)
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered per Share (2)(3) Price (3) Registration Fee (4)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 200,000 (5) $22.25 $4,450,000 $1,534
$.33 per share (1)
</TABLE>
(1) Including Common Stock Purchase Rights which are attached to and trade with
the Common Stock (the "Rights").
(2) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"), on the basis of the closing sale
prices for a share of Common Stock on NASDAQ on November 8, 1995, within
five business days prior to filing.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) The registration fee has been calculated pursuant to Section 6(b) of the
Securities Act as follows: one-twenty-ninth (1/29) of one percent of the
Proposed Maximum Aggregate Offering Price.
(5) Plus such additional number of shares of Common Stock and Rights as may be
issuable pursuant to the antidilution and adjustment provisions of the 1994
Stock Option Plan For Non-Employee Directors.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- ------------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, AMCORE Financial, Inc., a
Nevada corporation (the "Company"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(b) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold; and
(c) The description of the Company's Common Stock contained in
the Company's Registration
2
<PAGE>
Statement for such securities filed under the Exchange Act, as modified by the
description of the Company's Common Stock Purchase Rights contained in the
Company's Registration Statement for such securities filed under the Exchange
Act, and any amendments thereto or reports filed for the purpose of updating
such description.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the offering of the shares of
Common Stock registered hereby have been passed upon by Marshall Hill Cassas &
de Lipkau, 333 Holcomb Avenue, Suite 300, Reno, Nevada 89505, special counsel to
the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the General Corporation Law of Nevada (the "NGCL")
empowers a corporation, subject to certain limitations, to indemnify its
directors and officers against expenses (including attorneys' fees, judgments,
fines and certain settlements) actually and reasonably incurred by them in
connection with any suit or proceeding to which they are a party so long as they
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, so long as they had no reasonable cause to believe their
conduct to have been unlawful. Article Eighth of the Company's Articles of
Incorporation provides that the Company shall indemnify its directors and
3
<PAGE>
its officers, employees and agents, to the fullest extent permitted by the NGCL.
Section 78.037 of the NGCL permits and Article Eighth of the Company's
Articles of Incorporation provides that directors and officers shall have no
liability to the Company or its stockholders for damages for breaches of
fiduciary duty, except for liability for (i) acts or omissions involving
intentional misconduct, fraud, or a knowing violation of law or (ii) the payment
of dividends in violation of Section 78.300 of the NGCL.
Section 78.752 of the NGCL authorizes the purchase of indemnification
insurance by the Company. The Company currently maintains a policy insuring,
subject to certain exceptions, its directors and officers against liabilities
which may be incurred by such persons acting in such capacities.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Rights Agreement dated February 12, 1986, between AMCORE
Financial, Inc. and First Wisconsin Trust Company (incorporated
by reference to Exhibit 4.1 of the Company's Registration
Statement of Form S-8 (Registration No. 33-77508) filed on April
8, 1994).
4.2 Amended and Restated Articles of Incorporation of AMCORE
Financial, Inc., as amended on May 1, 1990 (incorporated by
reference to Exhibit 23 of the Company's Report on Form 10-K for
the year ended December 31, 1989).
4
<PAGE>
5.1 Opinion of Marshall Hill Cassas & de Lipkau regarding the
legality of the securities being registered.
23.1 Consent of Marshall Hill Cassas & de Lipkau (included in Exhibit
5.1).
23.2 Consent of McGladrey & Pullen, LLP.
24.1 Powers of Attorney by directors and officers of the Company.
99.1 AMCORE Financial, Inc. 1994 Stock Option Plan For Non-Employee
Directors (incorporated by reference to Exhibit 23 to the
Company's Report on Form 10-K for the year ended December 31,
1993).
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration
5
<PAGE>
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockford, State of Illinois, on this 10th day of
November, 1995.
AMCORE FINANCIAL, INC.
By: /s/ John R. Hecht
-------------------------------------
John R. Hecht
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on the 10th day of November, 1995, by the
following persons in the capacities indicated.
Name Title
- ---- -----
/s/ Carl J. Dargene President and Chief
- ---------------------------------- Executive Officer
*Carl J. Dargene (principal executive
officer)
/s/ John R. Hecht Senior Vice President and
- ---------------------------------- Chief Financial Officer
*John R. Hecht (principal financial officer and
principal accounting officer)
Directors: Milton R. Brown, Carl J. Dargene, Richard C. Dell, Robert A.
Doyle, Frank A. Fiorenza, Theresa Paulette Gilbert, Lawrence E.
Gloyd, Robert A. Henry, Ted Ross, Robert J. Smuland, Jack D. Ward
and Gary L. Watson
/s/ Carl J. Dargene
- --------------------------------------
*Carl J. Dargene
/s/ John R. Hecht
- ---------------------------------------
*John R. Hecht
Individually and Attorney-in-Fact*
*Pursuant to authority granted by power of attorney, copies of which are filed
herewith.
7
<PAGE>
EXHIBIT 5.1
November 15, 1995
AMCORE Financial, Inc.
AMCORE Financial Plaza
501 Seventh Street
Rockford, Illinois 61104
Re: AMCORE Financial, Inc.
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We are acting as special counsel to AMCORE Financial, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of the above-
referenced Registration Statement on Form S-8 (the "Registration Statement"), to
be filed by the Company with the Securities and Exchange Commission (the
"Commission") on November 15, 1995. The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
200,000 shares (the "Shares") of Common Stock, par value $.33 per share, which
may be issued from time to time pursuant to the 1994 Stock Option Plan for Non-
Employee Directors (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:
(i) the Amended and Restated Articles of Incorporation
of the Company filed with the Nevada Secretary of State on
May 12, 1986;
(ii) Directors' Certificate of Two-for-One Split of
Common Stock and Adjustment of
<PAGE>
AMCORE Financial, Inc.
November 15, 1995
Page 2
Rights filed with the Nevada Secretary of State on May 28, 1986;
(iii) Certificate of Amendment filed with the Nevada
Secretary of State on June 2, 1988;
(iv) Certificate of Amendment of Amended and Restated
Articles of Incorporation filed with the Nevada Secretary of
State on May 10, 1990;
(v) Certificate of Ownership and Merger filed with the
Nevada Secretary of State on December 17, 1990; and
(vi) Certificate of Stock Split pursuant to NRS 78.207
filed in the Office of the Nevada Secretary of State on
December 13, 1993;
(vii) the Bylaws of the Company as presently in effect;
(viii) certain resolutions of the Board of Directors
and the Stockholders of the Company relating to the adoption
of the Plan and the issuance of the Shares;
(ix) the Registration Statement;
(x) a copy of the Plan; and
(xi) such other documents as we have deemed necessary
or appropriate as the basis for the opinions set forth
below.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to
<PAGE>
AMCORE Financial,Inc.
November 15, 1995
Page 3
this opinion which we did not independently establish or verify, we have relied
upon statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the practice of law in the States
of Nevada, and we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective, (ii) the Shares are
issued pursuant to the terms of the Plan and (iii) certificates representing the
Shares are duly executed, countersigned, registered and delivered, the Shares
will be duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the caption "Interests of Named Experts and Counsel" in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.
Very truly yours,
MARSHALL HILL CASSAS & de LIPKAU
By: /s/ John P. Fowler
------------------
John P. Fowler
<PAGE>
EXHIBIT 23.2
CONSENT OF MCGLADREY & PULLEN, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8, pertaining to the AMCORE Financial, Inc. 1994 Stock Option Plan for
Non-Employee Directors, of our report, dated as of January 23, 1995, with
respect to the consolidated financial statements and schedules of AMCORE
Financial, Inc. included in its Annual Report on Form 10-K for the year ended
December 31, 1994 filed with the Securities and Exchange Commission.
McGLADREY & PULLEN, LLP
Rockford, Illinois
September 25, 1995
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 3rd day of October 1995.
/s/ Milton R. Brown
----------------------------------------
Name: Milton R. Brown
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 3rd day of October 1995.
/s/ Richard C. Dell
----------------------------------------
Name: Richard C. Dell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 2nd day of October 1995.
/s/ Robert A. Doyle
----------------------------------------
Name: Robert A. Doyle
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 3rd day of October 1995.
/s/ Frank A. Fiorenza
----------------------------------------
Name: Frank A. Fiorenza
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set her hand as of this 3rd day of October 1995.
/s/ Theresa Paulette Gilbert
----------------------------------------
Name: Theresa Paulette Gilbert
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 3rd day of October 1995.
/s/ Lawrence E. Gloyd
----------------------------------------
Name: Lawrence E. Gloyd
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 3rd day of October 1995.
/s/ Robert A. Henry
----------------------------------------
Name: Robert A. Henry
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 3rd day of October 1995.
/s/ Ted Ross
----------------------------------------
Name: Ted Ross
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 3rd day of October 1995.
/s/ Robert J. Smuland
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Name: Robert J. Smuland
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 3rd day of October 1995.
/s/ Jack D. Ward
----------------------------------------
Name: Jack D. Ward
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMCORE Financial, Inc., a Nevada corporation, which is about to file
Registration Statement on Form S-8 with the Securities and Exchange Commission,
Washington, D.C., 20549 under the Securities Act of 1933, as amended, for the
issuance of shares of Common Stock, par value $.33 per share, upon the exercise
of options, stock appreciation rights, restricted stock awards, performance
award and such other awards under its 1994 Stock Option Plan for Non-Employee
Directors hereby constitutes and appoints CARL J. DARGENE and JOHN R. HECHT, and
each of them, his true and lawful attorney-in-fact and agents with full power of
substitution and resubstitution, from them and in their name, place and stead,
in any and all capacities, to sign the Company's Registration Statement on Form
S-8 and other documents in connection therewith with the Securities and Exchange
Commission, granting unto the attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, know that the undersigned as a director or officer has
hereunto set his hand as of this 3rd day of October 1995.
/s/ Gary L. Watson
----------------------------------------
Name: Gary L. Watson
