RETIREMENT AGREEMENT, RELEASE AND WAIVER

                                                                    Exhibit 10.1



                   RETIREMENT AGREEMENT, RELEASE AND WAIVER

                  This Retirement Agreement, Release and Waiver ("Agreement")
is voluntarily entered into by the parties this 18th day of October, 2006, by
and between AMCORE Investment Group, its parent, subsidiaries and affiliates,
("AMCORE"), and Patricia Bonavia ("Executive").

                  Whereas, Executive was employed by AMCORE as the Chief
Operating Officer of AMCORE Investment Group, a division of AMCORE; and

                  Whereas, Executive has indicated her desire to retire from
AMCORE's employment; and

                  Whereas, the parties wish to provide for an orderly search
for Executive's successor and the transition of her duties; and

                  Whereas, Executive will announce her planned retirement on
October 18, 2006, and Executive's retirement from AMCORE will be effective
upon employment of Executive's successor by AMCORE, or at a date determined by
AMCORE's management, but in no event later than March 31, 2007 (the
"Retirement Date"); and

                  Whereas, AMCORE wishes to provide Executive with a
retirement package and Executive wishes to release, compromise, and settle any
and all claims or disputes existing between them;

                  NOW, THEREFORE, in consideration of the foregoing recitals
and the premises and covenants set forth below, the parties agree as follows:

                  1. AMCORE's Undertakings: On or after the Retirement Date
AMCORE shall perform the undertakings described in this Section 1.

                           1.1 AMCORE shall pay to Executive the gross sum
amount of $213,500, minus all withholdings and deductions required by law (the
"Severance Payment"), payable in equal installments over a twelve-month period
beginning on the Retirement Date (the "Severance Payment Period") on the same
schedule as that applicable to AMCORE's salaried executive employees. The
parties acknowledge that the Severance Payment is equivalent to Executive's
base salary as of the date of this Agreement, but that Executive shall not be
entitled to any other compensation or benefits during the Severance Payment
Period other than as specifically described in this Agreement. All amounts
will be direct deposited into Executive's bank account used for normal payroll
deposits unless Executive directs otherwise in writing.

                           1.2 The parties acknowledge that, due to
Executive's length of service and age at her retirement, Executive will be
eligible for retiree benefits in accordance with the terms and conditions of
AMCORE's plans and procedures governing such retiree benefits. In addition, if
Executive makes a timely election to continue her group health insurance
coverage under the federal law commonly known as "COBRA," AMCORE shall, at
AMCORE's option, either pay the COBRA premiums for employee and spouse
coverage for both medical and dental insurance for a period of 12 months, or
reimburse Executive for such premiums upon submission of proof of payment.

                           1.3 AMCORE shall pay Executive's car allowance
through the 12 months following her departure at the rate AMCORE would have
paid had Executive been actively employed through that date. AMCORE shall
reimburse Executive's current country club dues through December 31, 2007, at
the rates and in accordance with AMCORE's policies for the payment of country
club dues



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for its actively employed executive employees, as if Executive had remained
actively employed through that date.

                           1.4 AMCORE and Executive acknowledge that Executive
is not entitled to participate in AMCORE's Short-Term Incentive Plan or
Long-Term Incentive Plans that begin in 2007 (the "Incentive Plans").
Executive will be eligible to receive pro rata Long-Term Incentive Plan
payments for 2005 and 2006 in accordance with the terms and conditions of the
applicable plan documents.

                           1.5 AMCORE shall reimburse Executive for her normal
and necessary business expenses incurred before her Retirement Date, in
accordance with AMCORE's normal policies and procedures for the reimbursement
of such expenses and upon receipt of such proper documentation for the
expenses as is required by such policy.

                  2. Executive's Additional Undertakings. As of the Effective
Date, Executive agrees to the following undertakings and obligations.

                           2.1 Release and Waiver. Executive hereby releases,
acquits, and forever discharges AMCORE, its officers, directors, shareholders,
agents, employees, affiliated and subsidiary companies, successors or assigns,
from any and all claims, charges, demands, damages, debts, liabilities,
obligations, costs, expenses, attorneys' fees, rights in law or equity,
actions and causes of action of every kind and nature whatsoever, whether or
not now or heretofore known, suspected or unsuspected, by reason of anything
whatsoever from the beginning of time up to the date hereof, including, but
not limited to, the determination that Executive will retire, and that her
employment will terminate, as of the Retirement Date. THIS INCLUDES, BUT IS
NOT LIMITED TO, TORT CLAIMS (INCLUDING WITHOUT LIMITATIONS CLAIMS FOR LIBEL
AND DEFAMATION), CONTRACTUAL AND QUASI-CONTRACTUAL CLAIMS, AND STATUTORY
CLAIMS, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER THE ILLINOIS HUMAN RIGHTS
ACT, THE WAGE PAYMENT AND COLLECTION ACT, THE WHISTLE-BLOWERS ACT, ANY OTHER
APPLICABLE STATE OR LOCAL STATUTE, CODE, REGULATION OR ORDINANCE, THE FAIR
LABOR STANDARDS ACT, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE OLDER
WORKERS BENEFITS PROTECTION ACT, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE
AMERICANS WITH DISABILITIES ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
SARBANNES-OXLEY, AND ANY OTHER APPLICABLE FEDERAL STATUTE OR REGULATION;
provided, however, that the parties agree and acknowledge that Executive by
signing this Agreement does not waive or release any claim: 1) to vested
benefits under any employee benefit plan that is regulated by the Employee
Retirement Income Security Act; or 2) that first arises after the date
Executive signs this Agreement.

                            2.2 Non-Disparagement. Executive agrees that she
will not make or publish any written or oral statement or remark (including,
without limitation, the repetition or distribution of derogatory rumors,
allegations, negative reports or comments) which is or may be disparaging,
deleterious or damaging to the integrity, reputation or good will of AMCORE or
its employees or management.

                           2.3 Agreement Not to Sue. Executive agrees that she
shall neither file nor instigate the filing of any suit, claim, or charge
based upon or related to her employment against AMCORE, its officers,
employees, or agents, with any federal, state, or local court or
administrative agency, body, or tribunal.

                           2.4 Agreement Not to Seek Reinstatement. Executive
agrees that she shall not apply for or seek reinstatement, reemployment or
employment with AMCORE or any division, department, or subsidiary thereof
after the Retirement Date. Employee agrees that she may be reinstated for
employment at AMCORE if management seeks such reemployment by Executive and
Executive desires to be reemployed at AMCORE.


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                           2.5 Agreement to Return Property. Immediately after
the Retirement Date, Executive agrees to return any and all AMCORE property in
her possession and control, including, but not limited to, all originals and
copies of any files, memos, or other documents (including all electronically
stored information such as computer programs and files) she may have in her
possession.

                           2.6 Agreement To Cooperate. Until the Retirement
Date, Executive agrees to continue her employment as the Chief Operating
Officer of AMCORE Investment Group and agrees to maintain all Board and
officer positions with AMCORE and its affiliates at her discretion and with
management approval. Executive agrees to provide her full cooperation and
dedication in performing these responsibilities and, in addition, to assist
AMCORE in recruiting and hiring her successor. Executive agrees that, if
asked, she will (i) cooperate in transitioning all matters under her
authority, and (ii) provide her full cooperation and knowledge to AMCORE
regarding any matter in which she was involved while employed should AMCORE
deem such cooperation and/or knowledge necessary or desirable.

                           2.7 Confidentiality of this Agreement. Except as
otherwise required by law, Executive agrees to keep the existence and
provisions of this Agreement confidential and not disclose the existence or
content of this Agreement to any other person other than her spouse and tax
and legal advisors, each of whom shall agree to maintain the same level of
confidentiality.

                           2.8. Limited Noncompetition and Nonsolicitation
Agreement.

                                    2.8.1 Acknowledgements. Executive
acknowledges that AMCORE Investment Group is currently engaged in various
activities related to banking, investments, and financial services
(collectively, the "Business"). Executive acknowledges that the position held
by her was one of trust and confidence and that AMCORE disclosed to Executive,
and Executive had access to, confidential information of a technical or
business nature relating to the Business that is not known to the industry at
large and which Executive did not know prior to her employment with AMCORE.
Such information ("Confidential Information ") may concern lists and other
identifications of customers and prospects, customer histories, pric