EXHIBIT 4.5
AMENDMENT TO EMPLOYEE INCENTIVE
STOCK OPTION AGREEMENT
UNDER
Investors Management Group, Ltd.
1995 Stock Option Plan
THIS AGREEMENT, made and entered into this ____ day of
_________, 1997, between INVESTORS MANAGEMENT GROUP, LTD., an Iowa
corporation (the "Company") and
___________________________________________, an individual resident of
Iowa ("Employee").
WHEREAS, Company and Employee have entered into an Employee
Incentive Stock Option Agreement dated ____________, 19__ (the "Option
Agreement"); and
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with AMCORE Financial, Inc.
("AMCORE") pursuant to which, through merger, the Company will become a
wholly-owned subsidiary of AMCORE; and
WHEREAS, pursuant to Section 8(c) of the Option Agreement
between Employee and Company, the completion of the merger between the
Company and AMCORE will result in a change in the common stock of the
Company with the effect that each option held by Employee pursuant to the
Employee's Option Agreement with the Company to acquire a share of
Company's common stock shall become an option to acquire, at the same
price, .9808 shares of AMCORE common stock plus the Contingent Merger
Consideration described in Exhibit "B" to the Merger Agreement; and
WHEREAS, in recognition of the fact that AMCORE common stock is
readily tradable on an established market, certain changes need to be made
in the Employee Agreement between the Company and the Employee;
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and Employee
hereby agree as follows:
1. Upon the Effective Time of the merger as defined in
Section 1.2 of the Merger Agreement, the Option Agreement between the
Company and Employee shall be amended by terminating the effectiveness of
Paragraphs 6 and 7 thereof.
2. Section 8(e) of the Option Agreement Between the Company
and the Employee shall be amended by adding thereto the following
sentence:
Any share of AMCORE common stock issued to Employee upon
exercise of the Option shall be legended to reflect the notice
requirements of this Section 8(e).
IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement on the day and year first above written.
INVESTORS MANAGEMENT GROUP,
LTD.
By _________________________________
Its ___________________________
[the "Company"]
_______________________________________
_________________________________
[the "Employee"]
