DISTRACTIONS AND NON COMPLIANCE WITH STERILE COCKPIT PROCS RESULT IN AN ALT OVERSHOOT AT 10000 FT.

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TOOK OFF FROM GREEN BAY. I WAS PNF INSTRUCTED TO CALL DEP. HAD BEEN DELAYED ABOUT 2 HRS ON THE GND DUE TO FLOW CTL TO ORD. AS I WAS PERFORMING THE CLB CHKLIST; I PAUSED IN THE MIDDLE OF IT TO TALK TO DEP. THE CTLR RESPONDED BY BLURTING OUT ALL IN ONE BREATH; 'ACR X RADAR CONTACT CLB AND MAINTAIN 10000 FT EXPECT DIRECT JANESVILLE IN '?' MINS.' I MENTALLY LOST THE ALT. I ASKED 'CONFIRM ONE THREE THOUSAND FOR ACR X?' (AT LEAST I THOUGHT THIS WAS WHAT I ASKED.) AS I FINISHED THE CHKLIST; I DIALED 13000 FT INTO THE ALT SELECT WINDOW. THE CTLR REPLIED 'AFFIRMATIVE.' I POINTED TO THE WINDOW AND STATED 'THIRTEEN SET' AND THE CAPT ACKNOWLEDGED. I STILL HAD DOUBT IN MY MIND AND ASKED THE CAPT 'HE DID SAY THIRTEEN; RIGHT?' THE CAPT REPLIED IN THE AFFIRMATIVE. THE CAPT HAD ALSO BEEN ENGAGING IN NON PERTINENT CONVERSATION DURING THE CLB. BTWN THE CHKLIST; THE CTLR'S RAPID FIRE DELIVERY AND THE CONVERSATION; I JUST COULD NOT RETAIN THE CORRECT ALT IN MY MIND. AS WE CLBED THROUGH 12500 FT; THE CTLR SAID 'ACR X; SAY ALT.' I STATED 'ONE TWO THOUSAND FIVE HUNDRED.' HE REPLIED 'YOU WERE ASSIGNED TEN THOUSAND.' WE ACKNOWLEDGED AND WE RETURNED TO 10000 FT. NOTHING MORE WAS SAID AND SHORTLY THEREAFTER WE WERE HANDED OFF TO ZAU. THERE WAS SEVERAL FACTORS INVOLVED: 1) THE CTLR'S PACE OF SPEECH. HE SPOKE FASTER THAN EVEN THE ORD CTLRS. AT A LOW-MEDIUM DENSITY ARPT; THIS SEEMS UNNECESSARY. THERE IS A FEMALE CTLR AT XNA (RAZORBACK) WHO IS ALSO BAD ABOUT THIS. 2) MY OWN FATIGUE. I GOT ONLY ABOUT 3 HRS SLEEP THE NIGHT BEFORE; AND GOT UP EARLY THAT DAY TO COMMUTE FROM DFW TO ORD. 3) I HAD HAD NOTHING TO EAT BUT PRETZELS ALL DAY. I HAVE EXPERIENCE TEACHING CRM AND HUMAN FACTORS AND I SHOULD HAVE KNOWN BETTER THAN TO GET SO LITTLE SLEEP; AND NOT EAT ALL DAY. ALSO I SHOULD HAVE POLITELY GOT THE CAPT TO BE QUIET AND BACK ME UP BY PAYING ATTN TO THE RADIOS ALONG WITH ME.