ex4-3.htm


    EXHIBIT
4.3

     

    FIRST
SUPPLEMENTAL INDENTURE

     

    between

     

    PRIVATEBANCORP,
INC.

     

    and

     

    WILMINGTON
TRUST COMPANY

     

    Dated as
of May 22, 2008

     

     

    Supplement
to Junior Subordinated Indenture,

    dated as
of May 22, 2008

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    TABLE OF CONTENTS


    
      	 	 	Page 
	
              ARTICLE I

            	
              DEFINITIONS

            	
              1

            
	
              Section
      1.1

            	
              Definitions

            	
              1

            
	 
      	 
      	 
      
	
              ARTICLE II

            	
              GENERAL
      TERMS AND CONDITIONS OF THE DEBENTURES

            	
              7

            
	
              Section
      2.1

            	
              Designation,
      Principal Amount and Authorized Denomination

            	
              7

            
	
              Section
      2.2

            	
              Repayment

            	
              8

            
	
              Section
      2.3

            	
              Form

            	
              8

            
	
              Section
      2.4

            	
              Rate
      of Interest; Interest Payment Date

            	
              8

            
	
              Section
      2.5

            	
              Interest
      Deferral

            	
              8

            
	
              Section
      2.6

            	
              Dividend
      and Other Payment Stoppages during Deferral Period

            	
              9

            
	
              Section
      2.7

            	
              Alternative
      Payment Mechanism

            	
              11

            
	
              Section
      2.8

            	
              Redemption
      of the Debentures

            	
              13

            
	
              Section
      2.9

            	
              Events
      of Default

            	
              13

            
	
              Section
      2.10

            	
              Securities
      Registrar; Paying Agent; Delegation of Trustee Duties

            	
              13

            
	
              Section
      2.11

            	
              Obligation
      to Seek Shareholder Approval to Increase Authorized Shares

            	
              13

            
	
              Section
      2.12

            	
              Limitation
      on Claims in the Event of Bankruptcy, Insolvency or
      Receivership

            	
              14

            
	
              Section
      2.13

            	
              Amendment

            	
              14

            
	 
      	 
      	 
      
	
              ARTICLE III

            	
              REPAYMENT
      OF DEBENTURES

            	
              14

            
	
              Section
      3.1

            	
              Deposit
      of Repayment Amount

            	
              14

            
	
              Section
      3.2

            	
              Repayment
      of Debentures

            	
              14

            
	 
      	 
      	 
      
	
              ARTICLE IV

            	
              EXPENSES

            	
              15

            
	
              Section
      4.1

            	
              Expenses

            	
              15

            
	 
      	 
      	 
      
	
              ARTICLE V

            	
              FORM
      OF DEBENTURE

            	
              15

            
	
              Section
      5.1

            	
              Form
      of Debentures

            	
              15

            
	 
      	 
      	 
      
	
              ARTICLE VI

            	
              ORIGINAL
      ISSUE OF DEBENTURES

            	
              22

            
	
              Section
      6.1

            	
              Original
      Issue of Debentures

            	
              22

            
	
              Section
      6.2

            	
              Calculation
      of Original Issue Discount

            	
              22

            
	 
      	 
      	 
      
	
              ARTICLE VII

            	
              SUBORDINATION

            	
              22

            
	
              Section
      7.1

            	
              Senior
      Debt

            	
              22

            
	
              Section
      7.2

            	
              Compliance
      with Federal Reserve Rules

            	
              22

            
	 
      	 
      	 
      
	
              ARTICLE VIII

            	
              MISCELLANEOUS

            	
              23

            
	
              Section
      8.1

            	
              Effectiveness

            	
              23

            
	
              Section
      8.2

            	
              Successors
      and Assigns

            	
              23

            
	
              Section
      8.3

            	
              Further
      Assurances

            	
              23

            
	
              Section
      8.4

            	
              Effect
      of Recitals

            	
              23

            
	
              Section
      8.5

            	
              Ratification
      of Indenture

            	
              23

            
	
              Section
      8.6

            	
              Governing
      Law

            	
              23

            


    

    


    


    
      
        
           


        

        
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    FIRST SUPPLEMENTAL INDENTURE,
dated as of May 22, 2008, between PRIVATEBANCORP, INC., a
Delaware corporation (the “Company”), and WILMINGTON TRUST COMPANY, as
trustee (hereinafter called the “Trustee”).

     

    RECITALS
OF THE COMPANY

     

    The
Company and the Trustee entered into a Junior Subordinated Indenture, dated as
of May 22, 2008 (the “Indenture”).

     

    PrivateBancorp
Capital Trust IV, a Delaware statutory trust (the “Trust”), has offered to the
public its Preferred Securities known as 10.00% Trust Preferred Securities (the
“Trust Preferred
Securities”), which are beneficial interests in the Trust, and proposes
to invest the proceeds from such offering, together with the proceeds of the
issuance and sale by the Trust to the Company of its common securities (the
“Trust Common
Securities” and, together with the Trust Preferred Securities, the “Trust Securities”), in the
Debentures (as defined herein).

     

    Pursuant
to Sections 2.1 and 3.1 of the Indenture, the Company desires to provide
for the establishment of a new series of Securities under the Indenture, the
form and substance of such Securities and the terms, provisions and conditions
thereof to be set forth as provided in the Indenture and this First Supplemental
Indenture.

     

    The
Company has delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate pursuant to Section 9.3 of the Indenture to the effect that all
conditions precedent provided for in the Indenture to the Trustee’s execution
and delivery of this First Supplemental Indenture have been complied
with.

     

    The
Company has requested that the Trustee execute and deliver this First
Supplemental Indenture and satisfy all requirements necessary to make this First
Supplemental Indenture a valid instrument in accordance with its terms, and to
make the Debentures, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company and all acts and
things necessary have been done and performed to make this First Supplemental
Indenture enforceable in accordance with its terms, and the execution and
delivery of this First Supplemental Indenture has been duly authorized in all
respects.

     

    NOW, THEREFORE, THIS FIRST
SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the
premises and the purchase of the Debentures by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Debentures, as follows:

     

    ARTICLE I


     

    DEFINITIONS

     

    Section
1.1                                Definitions.  For
all purposes of this First Supplemental Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

     

    (a)           Terms
defined in the Indenture or the Declaration of Trust (as defined herein) have
the same meaning when used in this First Supplemental Indenture unless otherwise
specified herein.

     

    (b)           The
terms defined in this Article have the meanings assigned to them in this
Article, and include the plural as well as the singular.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (c)           The
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this First Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision, and any reference to an Article,
Section or other subdivision refers to an Article, Section or other
subdivision of this First Supplemental Indenture.

     

    (d)           Any
reference herein to “interest” shall include any Additional
Interest.

     

    “Additional Interest” means the
interest, if any, that shall accrue on any interest on the Securities of any
series the payment of which has not been made on the applicable Interest Payment
Date and that shall accrue at the rate per annum specified or determined as
specified in such Security.

     

    “Administrative Trustee” has
the meaning specified in the Declaration of Trust.

     

    “APM Period” means, with
respect to any Deferral Period, the period commencing on the earlier of
(i) the first Interest Payment Date following the commencement of such
Deferral Period on which the Company pays any current interest on the Debentures
from any source of funds or (ii) the fifth anniversary of the commencement
of the Deferral Period, and ending on the next Interest Payment Date on which
the Company has raised an amount of Eligible Proceeds at least equal to the
aggregate amount of accrued and unpaid deferred interest on the
Debentures.

     

    “Bankruptcy Event” has the
meaning specified in the Declaration of Trust.

     

    “Business Combination” means a
merger, consolidation, amalgamation or conveyance, transfer or lease of assets
substantially as an entirety by one Person to any other Person.

     

    “Capital Treatment Event” means
the Company’s reasonable determination, after consultation with the Federal
Reserve and outside counsel experienced in such matters, that, as a result of
the occurrence of any amendment to, or change (including any announced
prospective change) in, the laws (or any rules or regulations thereunder) of the
United States or any political subdivision thereof or therein, or as a result of
any official or administrative pronouncement or action or judicial decision
interpreting or applying such laws, rules or regulations, which amendment or
change is effective or which pronouncement, action or decision is announced on
or after the date of issuance of the Trust Preferred Securities, there is more
than an insubstantial risk that the Company will not be entitled to treat an
amount equal to the aggregate liquidation amount of the Trust Preferred
Securities as “Tier 1 capital” (or the then equivalent thereof) for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company.

     

    “Commercially Reasonable
Efforts” to sell Qualifying APM Securities means commercially reasonable
efforts to complete the offer and sale of Qualifying APM Securities to Persons
other than Subsidiaries in public offerings or private
placements.  The Company shall not be considered to have made
Commercially Reasonable Efforts to effect a sale of Qualifying APM Securities if
it determines not to pursue or complete such sale due to pricing, coupon,
dividend rate or dilution considerations.

     

    “Common Equity Issuance Cap”
has the meaning specified in Section 2.7(a)(i).

     

    “Common Stock” means the common
stock of the Company (including Common Stock issued pursuant to the Company’s
dividend reinvestment plan and employee benefit plans).

     

    “Company” has the meaning
specified in the Recitals.

     

    “Covered Debt” has the meaning
specified in the Replacement Capital Covenant.

     

    


    
      
        
           


        

        
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    “Creditor” has the meaning
specified in Section 4.1.

     

    “Current Stock Market Price”
means, with respect to Common Stock on any date, (i) the closing sale price
per share (or if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid
and the average ask prices) on that date as reported in composite transactions
by the Nasdaq Global Select Market, (ii) if Common Stock is not then listed
on the Nasdaq Global Select Market, as reported by the principal U.S. securities
exchange on which Common Stock is traded or quoted on the relevant date,
(iii) if Common Stock is not listed on any U.S. securities exchange on the
relevant date, the last quoted bid price for Common Stock in the
over-the-counter market on the relevant date as reported by the OTC Bulletin
Board, Pink Sheets LLC or a similar organization, or (iv) if Common Stock
is not so quoted, the average of the mid-point of the last bid and ask prices
for Common Stock on the relevant date from each of at least three nationally
recognized independent investment banking firms selected by the Company for this
purpose.

     

    “Debentures” has the meaning
set forth in Section 2.1 hereof.

     

    “Declaration of Trust” means
the Amended and Restated Declaration of Trust, dated as of May 22, 2008,
among the Company, as Sponsor of the Trust, Wilmington Trust Company, as the
Property Trustee, Wilmington Trust Company, as the Delaware Trustee, and the
Administrative Trustees.

     

    “Deferral Period(s)” means the
period commencing on an Interest Payment Date with respect to which the Company
elects to defer interest pursuant to Section 2.5 and ending on the earlier
of (i) the tenth anniversary of that Interest Payment Date and
(ii) the next Interest Payment Date on which the Company has paid the
amount deferred, all deferred amounts with respect to any subsequent period and
all other accrued and unpaid interest on the Debentures.  The
settlement of all deferred interest pursuant to Section 2.5(c), whether it
occurs on an Interest Payment Date or another date, will immediately terminate
the Deferral Period.

     

    “Delaware Trustee” has the
meaning specified in the Declaration of Trust.

     

    “Eligible Proceeds” means, for
each relevant Interest Payment Date, the net proceeds (after deducting
underwriters’ or placement agents’ fees, commissions or discounts and other
expenses relating to the issuance or sale) the Company has received during the
180-day period prior to such Interest Payment Date from the issuance or sale of
Qualifying APM Securities (excluding sales of Qualifying Preferred Stock in
excess of the Preferred Stock Issuance Cap) to Persons that are not the
Company’s Subsidiaries.

     

    “First Supplemental Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more agreements supplemental hereto entered
into pursuant to the applicable provisions hereof.

     

    “Guarantee Agreement” means the
Guarantee Agreement between the Company, as guarantor, and Wilmington Trust
Company, as guarantee trustee, dated as of May 22, 2008.

     

    “Indenture” has the meaning
specified in the Recitals.

     

    “Intent-Based Replacement
Disclosure” has the meaning specified in the Replacement Capital
Covenant.

     

    “Interest Payment Dates” shall
have the meaning specified in Section 2.4.

     

    


    
      
        
           


        

        
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    “Interest Period” means the
period beginning on and including any Interest Payment Date (or, in the case of
the first Interest Payment Date, beginning on and including May 22, 2008)
and ending on but excluding the next Interest Payment Date.

     

    “Liquidation Amount” has the
meaning specified in the Declaration of Trust.

     

    “Mandatory Trigger Provision”
has the meaning specified in the Replacement Capital Covenant.

     

    “Market Disruption Event”
means, with respect to the issuance or sale of Qualifying APM Securities
pursuant to Section 2.7, the occurrence or existence of any of the
following events or sets of circumstances:

     

    (i)           Trading
in securities generally (or in the Common Stock or Trust Preferred Securities
specifically) on the Nasdaq Global Select Market or any other national
securities exchange or in the over-the-counter market, on which Common Stock
and/or Trust Preferred Securities are then listed or traded, shall have been
suspended or the settlement of such trading generally shall have been materially
disrupted or minimum prices shall have been established on any such exchange or
market by the United States Securities and Exchange Commission, by the relevant
exchange or by any other regulatory body or governmental body having
jurisdiction, and the establishment of such minimum prices materially disrupts
or otherwise has a material adverse effect on trading in, or the issuance and
sale of, Qualifying APM Securities;

     

    (ii)           The
Company would be required to obtain the consent or approval of a regulatory body
(including, without limitation, any securities exchange but excluding the
Federal Reserve) or governmental authority to issue or sell Qualifying APM
Securities pursuant to the alternative payment mechanism described in
Section 2.7, and such consent or approval has not yet been obtained
notwithstanding the Company’s commercially reasonable efforts to obtain such
consent or approval;

     

    (iii)           A
banking moratorium shall have been declared by the federal or state authorities
of the United States and such disruption materially disrupts or otherwise has a
material adverse effect on trading in, or the issuance or sale of, the
Qualifying APM Securities;

     

    (iv)           A
material disruption shall have occurred in commercial banking or securities
settlement or clearance services in the United States and such disruption
materially disrupts or otherwise has a material adverse effect on trading in, or
the issuance or sale of, the Qualifying APM Securities;

     

    (v)           The
United States shall have become engaged in hostilities, there shall have been an
escalation in hostilities involving the United States, there shall have been a
declaration of a national emergency or war by the United States or there shall
have occurred any other national or international calamity or crisis such that
market trading in, or the issuance and sale of, Qualifying APM Securities has
been materially disrupted;

     

    (vi)           There
shall have occurred such a material adverse change in general domestic or
international economic, political or financial conditions, including without
limitation as a result of terrorist activities, such that market trading in
Qualifying APM Securities has been materially disrupted;

     

    


    
      
        
           


        

        
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    (vii)           An
event occurs and is continuing as a result of which the offering document for
such offer and sale of Qualifying APM Securities would, in the reasonable
judgment of the Company, after consultation with outside counsel experienced in
such matters, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and either (x) the disclosure of that event at such
time, in the reasonable judgment of the Company, is not otherwise required by
law and would have a material adverse effect on the business of the Company or
(y) the disclosure relates to a previously undisclosed proposed or pending
material business transaction, the disclosure of which would impede the ability
of the Company to consummate such transaction, provided that no single
suspension period contemplated by this paragraph (viii) shall exceed 90
consecutive days and multiple suspension periods contemplated by this paragraph
(viii) shall not exceed an aggregate of 180 days in any 360-day period;
or

     

    (viii)           the
Company reasonably believes, after consultation with outside counsel experienced
in such matters, that the offering document for such offer and sale of
Qualifying APM Securities would not be in compliance with a rule or regulation
of the United States Securities and Exchange Commission (for reasons other than
those referred to in paragraph (viii) above), and the Company is unable to
comply with such rule or regulation or such compliance is unduly burdensome,
provided that no single suspension period contemplated by this paragraph (ix)
shall exceed 90 consecutive days and multiple suspension periods contemplated by
this paragraph (ix) shall not exceed an aggregate of 180 days in any 360-day
period.

     

    “Maturity Date” has the meaning
specified in Section 2.2(a).

     

    “Parity Securities” means debt
securities or guarantees of the Company that rank upon liquidation on a parity
with the Debentures.

     

    “Paying Agent” means, with
respect to the Debentures, Wilmington Trust Company or any other Person
authorized by the Company to pay the principal of (and premium, if any) or
interest on the Debentures on behalf of the Company.

     

    “Paying Agent Office” means the
office of the applicable Paying Agent at which at any particular time its
corporate agency business shall principally be administered in a Place of
Payment, which office at the date hereof in the case of Wilmington Trust
Company, in its capacity as Paying Agent with respect to the Debentures under
the Indenture, is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19801, Attention: Corporate Trust
Administration.

     

    “Permitted Remedies” has the
meaning specified in the Replacement Capital Covenant.

     

    “Preferred Stock” means the
preferred stock of the Company.

     

    “Preferred Stock Issuance Cap”
has the meaning specified in Section 2.7(a)(ii).

     

    “Prospectus” means the
prospectus, dated May 8, 2008, of the Company and the Trust relating to the
offering of the Trust Preferred Securities, as supplemented by the prospectus
supplement, dated May 8, 2008.

     

    “Qualifying APM Securities”
means Common Stock, Qualifying Preferred Stock and Qualifying Warrants, provided
that the Company may, without the consent of the holders of the Trust Preferred
Securities or the Debentures, amend the definition of “Qualifying APM
Securities” to eliminate Common Stock or Qualifying Warrants (but not both) from
this definition if after the initial issue date for the Trust Preferred
Securities an accounting standard or interpretive guidance of an existing
accounting

     

    


    
      
        
           


        

        
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    standard
issued by an organization or regulator that has responsibility for establishing
or interpreting accounting standards in the United States becomes effective such
that there is more than an insubstantial risk that failure to eliminate Common
Stock or Qualifying Warrants as a Qualifying APM Security would result in a
reduction in the Company’s earnings per share as calculated for financial
reporting purposes.

     

    “Qualifying Preferred Stock”
means non-cumulative perpetual Preferred Stock of the Company that
(i) contains no remedies other than “Permitted Remedies” and
(ii)(a) is subject to “Intent-Based Replacement Disclosure” and has a
“Mandatory Trigger Provision,” as such terms are defined in the Replacement
Capital Covenant, or (b) is subject to a Qualifying Replacement Capital
Covenant.

     

    “Qualifying Replacement Capital
Covenant” has the meaning specified in the Replacement Capital
Covenant.

     

    “Qualifying Warrants” means any
net share settled warrants to purchase Common Stock that (1) have an
exercise price greater than the Current Stock Market Price of Common Stock and
(2) that the Company is not entitled to redeem for cash and the holders of
which are not entitled to require the Company to purchase for cash in any
circumstances.

     

    “Quarterly Interest Payment
Date” shall have the meaning specified in Section 2.4.

     

    “Redemption Date” means the
date at any time after the date hereof on which the Company elects to redeem the
Securities.

     

    “Redemption Price” has the
meaning specified in Section 2.8(a).

     

    “Replacement Capital Covenant”
means the Replacement Capital Covenant, dated as of May 22, 2008, by the
Company, as the same may be amended or supplemented from time to time in
accordance with the provisions thereof and Section 2.2(a)(ii)
hereof.

     

    “Responsible Officer” means,
with respect to Wilmington Trust Company in its capacity as Paying Agent, any
officer within the Corporate Trust Department (or any successor department, unit
or division of Wilmington Trust Company) assigned to the Paying Agent Office of
Wilmington Trust Company, in its capacity as Paying Agent, who has direct
responsibility for the administration of the Paying Agent functions of the
Indenture.

     

    “Securities Registrar” means,
with respect to the Debentures, Wilmington Trust Company, or any other firm
appointed by the Company, acting as securities registrar for the
Debentures.

     

    “Securities Registrar Office”
means the office of the applicable Securities Registrar at which at any
particular time its corporate agency business shall principally be administered,
which office at the date hereof in the case of Wilmington Trust Company, in its
capacity as Securities Registrar under the Indenture, is located at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19801, Attention:
Corporate Trust Administration.

     

    “Special Record Date” has the
meaning specified in Section 2.5(c).

     

    “Supervisory Event” shall
commence upon the date the Company has notified the Federal Reserve of its
intention and affirmatively requested Federal Reserve approval both (1) to
sell Qualifying APM Securities and (2) to apply the net proceeds of such
sale to pay deferred interest on the Debentures, and the Company has been
notified that the Federal Reserve disapproves of either of these actions, even
though the Company has affirmatively requested approval.  A
Supervisory Event shall cease on the Business Day following the earlier to occur
of (i) the 10th anniversary of the commencement of any 

     

    


    
      
        
           


        

        
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    Deferral
Period or (ii) the day on which the Federal Reserve notifies the Company in
writing that it no longer disapproves of the Company’s intention to both
(1) issue or sell Qualifying APM Securities and (2) apply the net
proceeds from such sale to pay deferred interest on the Debentures.

     

    “Tax Event” means the receipt
by the Company or the Trust of an Opinion of Counsel experienced in such matters
to the effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after
the date of issuance of the Trust Preferred Securities, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the
date of such Opinion of Counsel, subject to U.S. federal income tax with respect
to income received or accrued on the corresponding series of Securities issued
by the Company to the Trust, (ii) interest payable by the Company on such
corresponding series of Securities is not, or within 90 days of the date of such
Opinion of Counsel, will not be, deductible by the Company, in whole or in part,
for U.S. federal income tax purposes or (iii) the Trust is, or will be
within 90 days of the date of such Opinion of Counsel, subject to more than a de
minimis amount of other taxes, duties or other governmental
charges.

     

    “Trading Day” means a day on
which Common Stock is traded on the Nasdaq Global Select Market, or if not then
listed on the Nasdaq Global Select Market, a day on which Common Stock is traded
or quoted on the principal U.S. securities exchange on which it is listed or
quoted, or if not then listed or quoted on a U.S. securities exchange, a day on
which Common Stock is quoted in the over-the-counter market.

     

    “Trust” has the meaning
specified in the Recitals.

     

    “Trust Common Securities” has
the meaning specified in the Recitals.

     

    “Trustee” has the meaning
specified in the Recitals.

     

    “Trust Preferred Securities”
has the meaning specified in the Recitals.

     

    “Trust Securities” has the
meaning specified in the Recitals.

     

    “Underwriting Agreement” means
the Underwriting Agreement, dated as of May 15, 2008, among the Trust, the
Company and the underwriters named therein.

     

    ARTICLE II


     

    GENERAL
TERMS AND CONDITIONS OF THE DEBENTURES

     

    Section
2.1                                Designation,
Principal Amount and Authorized Denomination.  There is hereby
authorized a series of Securities designated the 10.00% Junior Subordinated
Debentures due 2068 (the “Debentures”), the amount of
which to be issued shall be as set forth in any Company Order for the
authentication and delivery of Debentures pursuant to the
Indenture.  The denominations in which Debentures shall be issuable is
$25 principal amount and integral multiples thereof.  The maximum
aggregate principal amount of Debentures that may be authenticated and delivered
under the Indenture and this First Supplemental Indenture is $125,010,000
(subject to increase pursuant to the over-allotment option contained in the
Underwriting Agreement) (except for Debentures authenticated and delivered upon
registration of transfer of, or exchange for, or in lieu of, other Debentures
pursuant to Section 3.4, 3.5, 3.6, 9.6, 11.6 or 14.3 of the
Indenture).

     

    


    
      
        
           


        

        
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    Section
2.2                                Repayment.

     

    (a)           Maturity
Date.

     

    (i)           The
principal amount of, and all accrued and unpaid interest on, the Debentures
shall be payable in full on June 15, 2068 or, if such day is not a Business
Day, the following Business Day (the “Maturity Date”) regardless of
the amount of Qualifying APM Securities the Company may have issued and sold by
that time.

     

    (ii)           The
Company shall not amend or supplement the Replacement Capital Covenant to amend
the definitions incorporated into this First Supplement Indenture except with
the consent of the holders of a majority by principal amount of the debt that at
the time of the amendment or supplement is the covered debt (the “Covered
Debt”).  Except as aforesaid, the Company may amend or
supplement the Replacement Capital Covenant in accordance with its terms and
without the consent of the holders of the Covered Debt.

     

    Section
2.3                                Form.  The
Debentures shall be issued in fully registered definitive form without interest
coupons.  Principal of and interest on the Debentures issued in
definitive form will be payable, the transfer of such Debentures will be
registrable and such Debentures will be exchangeable for Debentures bearing
identical terms and provisions and notices and demands to or upon the Company in
respect of the Debentures and the Indenture may be served at the Corporate Trust
Office of the Trustee, and the Company appoints the Trustee as its agent for the
foregoing purposes, provided that payment of interest may be made at the option
of the Company by check mailed to the Holder at such address as shall appear in
the Securities Register or by wire transfer in immediately available funds to
the bank account number of the Holder specified in writing by the Holder not
less than 10 days before the relevant Interest Payment Date and entered in the
Securities Register by the Securities Registrar, provided further that if the
Property Trustee, on behalf of the Trust, is the sole Holder of the Debentures
then payment of interest shall be made by wire transfer in immediately available
funds to a bank account number specified by the Property Trustee.  The
Debentures may be presented for registration of transfer or exchange at the
Securities Registrar Office.

     

    Section
2.4                                Rate of
Interest; Interest Payment Date.

     

    (a)           Rate of
Interest.  The Debentures shall bear interest from and
including May 22, 2008 at the annual rate of 10.00%, computed on the basis
of a 360-day year comprised of twelve 30-day months.  Accrued interest
that is not paid on the applicable Interest Payment Date, including interest
deferred pursuant to Section 2.5, will bear Additional Interest, to the
extent permitted by law, at the same interest rate in effect on the Debentures,
from the relevant Interest Payment Date, compounded on each subsequent Interest
Payment Date.

     

    (b)           Interest Payment
Date.  Subject to the other provisions hereof, interest on the
Debentures shall be payable quarterly in arrears on March 15, June 15,
September 15 and December 15 of each year, commencing on
September 15, 2008 (each such date, a “Quarterly Interest Payment
Date” and collectively, the “Interest Payment Dates”), or
if any such day is not a Business Day, the following Business Day (and no
interest shall accrue as a result of such postponement).

     

    
      Section
2.5                                Interest Deferral.

       

      (a)           Option to Defer Interest
Payments.  The provisions of this First Supplemental Indenture
relating to deferral of interest shall apply in lieu of, and not in addition to,
Section 3.11 of the Indenture.

      
 

    

    
      
        
           


        

        
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    (i)           The
Company shall have the right at any time and from time to time, to defer the
payment of interest on the Debentures for one or more consecutive Interest
Periods up to 10 years, provided that no Deferral Period shall extend beyond the
Maturity Date or the earlier repayment or redemption in full of the
Debentures.  Upon termination of any Deferral Period and upon the
payment of all deferred interest then due on any Interest Payment Date the
Company may elect to begin a new Deferral Period pursuant to this
Section 2.5.  At the end of any Deferral Period, the Company
shall pay all deferred interest on the Debentures to the Persons in whose names
the Debentures are registered in the Securities Register at the close of
business on the Regular Record Date with respect to the Interest Payment Date at
the end of such Deferral Period.

     

    (ii)           The
Company may elect to pay interest on any Interest Payment Date during any
Deferral Period to the extent permitted by Section 2.5(b).

     

    (b)           Payment of Deferred
Interest.  The Company will not pay deferred interest on the
Debentures on any Interest Payment Date during any Deferral Period prior to the
Maturity Date from any source other than Eligible
Proceeds.  Notwithstanding the foregoing, (i) the Company may pay
current interest during an Deferral Period or at any other time from any
available funds and (ii) if a Supervisory Event or an Event of Default has
occurred and is continuing, then the Company may (but is not obligated to) pay
deferred interest with cash from any source.  In addition, if the
Company sells Qualifying APM Securities pursuant to Section 2.7 but a
Supervisory Event arises as a result of the Federal Reserve disapproving the use
of the proceeds to pay deferred interest, the Company may use the proceeds for
other purposes and continue to defer interest on the Debentures, subject to
Section 2.5(a).

     

    (c)           Business Combination
Exception.  If the Company is involved in a Business
Combination where immediately after its consummation more than 50% of the voting
stock of the Person formed by such Business Combination, or the Person that is
the surviving entity of such Business Combination, or the Person to whom such
properties and assets are conveyed, transferred or leased in such Business
Combination, is owned by the shareholders of the other party to such Business
Combination, then Section 2.5(b) and Section 2.7 shall not apply to
any Deferral Period that is terminated on the next Interest Payment Date
following the date of consummation of such Business Combination (or if later, at
any time within 90 days following the date of consummation of the Business
Combination).  The settlement of all deferred interest, whether it
occurs on an Interest Payment Date or another date, will immediately terminate
the Deferral Period.  The Company will establish a Special Record Date
for the payment of any deferred interest pursuant to this Section 2.5(c) on
a date other than an Interest Payment Date.

     

    (d)           Notice of
Deferral.  The Company shall give written notice of its
election to begin or extend any Deferral Period, (x) if the Property
Trustee, on behalf of the Trust, is the sole Holder of the Debentures, to the
Property Trustee and the Delaware Trustee at least five Business Days before the
earlier of (A) the next succeeding date on which the distributions on the
Trust Preferred Securities are payable and (B) the date the Property
Trustee is required to give notice to holders of the Trust Preferred Securities
of the record or payment date for the related distribution, or (y) if the
Property Trustee, on behalf of the Trust, is not the sole Holder of the
Debentures, to Holders of the Debentures and the Trustee at least five Business
Days before the next Interest Payment Date.  Notice of the Company’s
election of an Deferral Period shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than
three Business Days after the Property Trustee receives written notice from the
Company to each holder of Trust Securities at such holder’s address appearing in
the Security Register.

     

    
      Section
2.6                                Dividend
and Other Payment Stoppages during Deferral Period.

       

      (a)           Dividend and Other Payment
Stoppages.  So long as any Debentures remain outstanding, if
the Company has given notice of its election to defer interest payments on the
Debentures 

    

     

     

    
      
        
           


        

        
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    but the
related Deferral Period has not yet commenced or a Deferral Period is
continuing, the Company shall not, and shall not permit any Subsidiary of the
Company to:

     

    (i)           declare
or pay any dividends or distributions on any shares of capital stock of the
Company, or redeem, purchase, acquire or make a liquidation payment with respect
to, any shares of capital stock of the Company;

     

    (ii)           make
any payment of principal of, or interest or premium, if any, on, or repay,
purchase or redeem any Parity Securities or any debt securities or guarantees of
the Company that ranks pari passu with or junior in interest upon liquidation to
the Debentures; or

     

    (iii)           make
any payments under any guarantee by the Company that ranks pari passu with or
junior to the Guarantee Agreement;

     

    provided,
however, the restrictions in clauses (i), (ii) and (iii) above do not apply to
 any purchase, redemption or other acquisition of shares of the Company’s
capital stock by the Company in connection with (A) any employment
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more of its employees, officers, directors, consultants or
independent contractors, (B) the satisfaction of the Company’s obligations
pursuant to any contract entered into in the ordinary course prior to the
beginning of the applicable Deferral Period (including pursuant to a
contractually binding stock repurchase plan), (C) a dividend reinvestment
or stockholder purchase plan, (D) the issuance of the Company’s capital
stock, or securities convertible into or exercisable for such capital stock, as
consideration in an acquisition transaction entered into prior to the applicable
Deferral Period, (E) any exchange, redemption or conversion of any class or
series of the Company’s capital stock, or the capital stock of one of its
Subsidiaries, for any other class or series of its capital stock, or of any
class or series of its indebtedness for any class or series of its capital
stock, (F) any purchase of fractional interests in shares of the Company’s
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the securities being converted or exchanged, or in effect prior to the
applicable Deferral Period, (G) any declaration of a dividend in connection
with any stockholder rights plan, or the issuance of rights, stock or other
property under any stockholder rights plan, or the redemption or purchase of
rights pursuant thereto, (H) payments by the Company under any guarantee
agreement executed for the benefit of the holders of the Trust Preferred
Securities, (I) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or stock issuable upon exercise of such
warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks equally with or junior to such stock,
(J) any payment of current or deferred interest on Parity Securities that
is made pro rata to the amounts due on such Parity Securities (including the
Debentures) provided that such payments are made in accordance with the
limitations described in Section 2.7(c) to the extent they apply, and (K)
any payments of principal or deferred interest on Parity Securities that, if not
made, would cause the Company to breach the terms of the instrument governing
such Parity Securities.  The distribution restrictions and exceptions
in this Section 2.6 shall be in lieu of the distribution restrictions and
exceptions in Section 3.11 of the Indenture.

     

    (b)           Additional Limitation upon
Deferral Lasting over One Year.  If any Deferral Period lasts
longer than one year, the Company may not repurchase or acquire any securities
ranking junior to or pari passu with any Qualifying APM Securities the proceeds
of which were used to settle deferred interest during the relevant Deferral
Period before the first anniversary of the date on which all deferred interest
on the Debentures has been paid, subject to the exceptions listed in
Section 2.6(a).  However, if the Company is involved in a
Business Combination then the one year restriction on such repurchases in the
preceding sentence will not apply to any Deferral Period that is terminated on
or prior to the next Interest Payment Date following the date of consummation of
such Business Combination (or 

     

    


    
      
        
           


        

        
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    if later,
at any time within 90 calendar days following the date of consummation of such
Business Combination).

     

    Section
2.7                                Alternative
Payment Mechanism.

     

    (a)           Obligation to Issue
Qualifying APM Securities.  During the APM Period, the Company
shall, subject to the occurrence and continuation of a Supervisory Event or a
Market Disruption Event as described under Section 2.7(b) and subject to
Section 2.5(c), issue one or more types of Qualifying APM Securities until
the Company has raised an amount of Eligible Proceeds at least equal to the
aggregate amount of accrued and unpaid deferred interest on the Debentures and
applied such Eligible Proceeds raised during any Deferral Period pursuant to the
alternative payment mechanism described in this Section 2.7 to pay unpaid
deferred interest on the Debentures, provided that:

     

    (i)           the
foregoing obligations shall not apply to the extent that, with respect to
deferred interest attributable to the first five years of any Deferral Period,
the net proceeds of any issuance of Common Stock (or, if the definition of
Qualifying APM Securities has been modified to exclude Common Stock, Qualifying
Warrants) applied during such Deferral Period to pay interest on the Debentures
pursuant to this Section 2.7, together with the net proceeds of all prior
issuances of Common Stock and Qualifying Warrants so applied for such Deferral
Period, would exceed an amount equal to 2% of the product of (A) the
average of the Current Stock Market Prices of the Common Stock on the 10
consecutive Trading Days ending on the second Trading Day immediately preceding
the date of issuance multiplied by (B) the total number of issued and
outstanding shares of Common Stock as of the date of the Company’s then most
recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”);
provided that the Common Equity Issuance Cap will cease to apply after the fifth
anniversary of the commencement of any Deferral Period, at which point the
Company must pay any deferred interest regardless of the time at which it was
deferred, pursuant to this Section 2.7, subject to any Supervisory Event or
Market Disruption Event; and provided, further, that if the Common Equity
Issuance Cap is reached during a Deferral Period and the Company subsequently
repays all deferred interest, the Common Equity Issuance Cap will cease to apply
at the termination of such Deferral Period and will not apply again unless and
until the Company starts a new Deferral Period; and

     

    (ii)           the
foregoing obligations shall not apply to the extent that the net proceeds of any
issuance of Qualifying Preferred Stock applied to pay interest on the Debentures
pursuant to this Section 2.7, together with the net proceeds of all prior
issuances of Preferred Stock so applied during the current and all prior
Deferral Periods, would exceed 25% of the aggregate principal amount of the
Debentures initially issued under the Indenture (the “Preferred Stock Issuance
Cap”).

     

    For the
avoidance of doubt, (x) once the Company reaches the Common Equity Issuance
Cap for a Deferral Period, the Company shall not be required to issue more
Common Stock (or Qualifying Warrants if the definition of Qualifying APM
Securities has been modified to exclude Common Stock) with respect to deferred
interest attributable to the first five years of such Deferral Period pursuant
to this Section 2.7, even if the amount referred to in clause (i) of
this Section 2.7 subsequently increases because of a subsequent increase in
the Current Stock Market Price of Common Stock or the number of outstanding
shares of Common Stock, and (y) so long as the definition of Qualifying APM
Securities has not been amended to eliminate Common Stock, the sale of
Qualifying Warrants to pay deferred interest is an option that may be exercised
at the Company’s sole discretion, subject to the Common Equity Issuance Cap, and
the Company shall not be obligated to sell Qualifying Warrants or to apply the
proceeds of any 

     

    


    
      
        
           


        

        
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    such sale
to pay deferred interest on the Debentures, and no class of investors of the
Company’s securities, or any other party, may require the Company to issue
Qualifying Warrants.

     

    (b)           Market Disruption Event and
Supervisory Event.  Section 2.7(a) shall not apply, with
respect to any Interest Payment Date, if the Company shall have provided to the
Trustee (and to the Property Trustee of the Trust to the extent the Trust is the
sole Holder of the Debentures) no more than 15 and no less than 10 Business Days
prior to such Interest Payment Date an Officers’ Certificate stating that
(i) a Market Disruption Event was existing after the immediately preceding
Interest Payment Date and (ii) either (x) the Market Disruption Event
continued for the entire period from the Business Day immediately following the
preceding Interest Payment Date to the Business Day immediately preceding the
date on which such Officers’ Certificate is provided or (y) the Market
Disruption Event continued for only part of such period but the Company was
unable after Commercially Reasonable Efforts to raise sufficient Eligible
Proceeds during the rest of that period to pay all accrued and unpaid interest
due on the Interest Payment Date with respect to which such Officers’
Certificate is being delivered.  Section 2.7(a) shall not apply,
with respect to any Interest Payment Date, if the Company shall have provided to
the Trustee (and to the Property Trustee of the Trust to the extent the Trust is
the sole Holder of the Debentures) on or prior to such Interest Payment Date an
Officers’ Certificate stating that (i) a Supervisory Event was existing
after the immediately preceding Interest Payment Date and (ii) (x) the
Supervisory Event prevented the sale of Qualifying APM Securities for the entire
period from the Business Day immediately following the preceding Interest
Payment Date to the Business Day immediately preceding the date on which such
Officers’ Certificate is provided or (y) the Supervisory Event prevented
the sale of Qualifying APM Securities for only part of such period but the
Company was unable after Commercially Reasonable Efforts to raise sufficient
Eligible Proceeds during the rest of that period to pay all accrued and unpaid
interest due on the Interest Payment Date with respect to which such Officers’
Certificate is being delivered or (z) the Supervisory Event prevents the
Company from applying the net proceeds of sales of Qualifying APM Securities to
pay deferred interest on such Interest Payment Date.

     

    (c)           Partial Payment of Deferred
Interest.

     

    (i)           If
the Company has raised some but not all Eligible Proceeds necessary to pay all
deferred interest on any Interest Payment Date pursuant to this
Section 2.7, such Eligible Proceeds shall be allocated to pay accrued and
unpaid interest on the applicable Interest Payment Date in chronological order
based on the date each payment was first deferred, subject to the Common Equity
Issuance Cap and the Preferred Stock Issuance Cap, and payment on each
installment of deferred interest shall be distributed to Holders of such
installment on a pro rata basis (based upon the respective principal amounts of
the Debentures held thereby).

     

    (ii)           If
the Company has outstanding Parity Securities under which the Company is
obligated to sell securities that are Qualifying APM Securities and apply the
net proceeds to the payment of deferred interest or distributions, then on any
date and for any
period the amount of net proceeds received by the Company from those sales and
available for payment of the deferred interest and distributions shall be
applied to the Debentures and those other Parity Securities on a pro rata
basis up to the Common Equity Issuance Cap and the Preferred Stock Issuance Cap
(or comparable provisions in the instruments governing those other Parity
Securities) in proportion to the total amounts that are due on the Debentures
and such other Parity Securities, or on such other basis as the Federal Reserve
may approve.

     

    (d)           Qualifying APM Securities
Definition Change.  The Company shall send written notice to
the Trustee (which notice the Trustee shall promptly forward upon receipt to the
Administrative Trustees, who shall forward such notice to each holder of record
of Trust Preferred Securities) in advance

    
 

    
      
        
           


        

        
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     of
any change in the definition of Qualifying APM Securities to eliminate Common
Stock or Qualifying Warrants.

     

    (e)           Termination of
Obligation.  The Company’s obligations pursuant to
Section 2.7(a) shall not apply upon maturity of the Debentures or if an
Event of Default with respect to the Debentures has occurred and is
continuing.

     

    Section
2.8                                Redemption
of the Debentures.

     

    (a)           Redemption
Price.  The Debentures shall be redeemable in accordance with
Article XI of the Indenture, provided that (i) the Debentures are
redeemable in whole or in part at the option of the Company at any time after
June 15, 2013 at a Redemption Price equal to 100% of their principal amount
plus accrued and unpaid interest to the Redemption Date; and (ii) the
Debentures are redeemable in whole but not in part at any time within 90 days
following the occurrence of and during the continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event at a Redemption Price
equal to 100% of their principal amount plus accrued and unpaid interest to the
Redemption Date (the “Redemption
Price”).  The Company may not redeem the Debentures in part if
the principal amount of the Debentures has been accelerated and such
acceleration has not been rescinded unless all accrued and unpaid interest
including deferred interest has been paid in full on all outstanding Debentures
for all Interest Periods terminating on or before the Redemption
Date.

     

    (b)           Sinking
Fund.  The Debentures are not entitled to any sinking fund
payments or similar provisions.

     

    Section
2.9                                Events of
Default.

     

    (a)           So
long as any Debentures are held by or on behalf of the Trust, the Trustee shall
provide to the holders of the Trust Preferred Securities such notices as it
shall from time to time provide under Section 6.2 of the
Indenture.  In addition, the Trustee shall provide to the holders of
the Trust Preferred Securities notice of any Event of Default or event that,
with the giving of notice or lapse of time, or both, would become an Event of
Default with respect to the Debentures within 30 days after the actual knowledge
of a Responsible Officer of the Trustee of such Event of Default or other
event.

     

    (b)           For
the avoidance of doubt, and without prejudice to any other remedies that may be
available to the Trustee, the Holders of the Debentures or the holders of the
Trust Preferred Securities under the Indenture, no breach by the Company of any
covenant or obligation under the Indenture or the terms of the Debentures shall
be an Event of Default with respect to the Debentures other than those specified
as Events of Default in Section 5.1 of the Indenture.

     

    Section
2.10                                Securities
Registrar; Paying Agent; Delegation of Trustee Duties.

     

    (a)           The
Company appoints Wilmington Trust Company, as Securities Registrar and Paying
Agent with respect to the Debentures.

     

    (b)           Notwithstanding
any provision contained herein, to the extent permitted by applicable law, the
Trustee may delegate its duty to provide such notices and to perform such other
duties as may be required to be provided or performed by the Trustee under the
Indenture, and, to the extent such obligation has been so delegated, the Trustee
shall not be responsible for monitoring the compliance of, nor be liable for the
default or misconduct of, any such designee.

     

    


    
      
        
           


        

        
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    Section
2.11                                Obligation to Seek Shareholder Approval to
Increase Authorized Shares

     

    (a)           The
Company shall use commercially reasonable efforts to seek shareholder consent to
increase the number of its authorized shares at its next regularly scheduled
shareholders’ meeting if, at any date, the Shares Available for Issuance fall
below two times the number of shares that the Company would need to issue to
raise sufficient proceeds to pay (assuming a price per share equal to the
average trading price of the shares over the 10 Trading Day period preceding
such date) (x) then outstanding deferred interest on the Debentures plus
(y) twelve additional months of deferred interest on the
Debentures.

     

    (b)           The
Company may modify the definition of Shares Available for Issuance and the
related provisions hereof without the consent of holders of the Trust Preferred
Securities or Debentures, provided that (i) the Company has determined, in
its reasonable discretion, that such modification is not materially adverse to
such holders and (ii) the number of Shares Available for Issuance after
giving effect to such modification will not fall below the then applicable
threshold set forth in Section 2.11(a) above.

     

    (c)           In
no event shall the Indenture Trustee be required to monitor the Company's
compliance with this Section 2.11 or make or verify any calculations
contemplated in subsections (a) and (b) hereof.

     

    Section
2.12                                Limitation
on Claims in the Event of Bankruptcy, Insolvency or
Receivership.  Each Holder, by such Holder’s acceptance of the
Debentures, agrees that if a Bankruptcy Event of the Company shall occur prior
to the redemption or repayment of such Debentures, such Holder shall have no
claim for, and thus no right to receive, any deferred interest pursuant to
Section 2.5 that has not been paid pursuant to Sections 2.5 and 2.7 to
the extent the amount of such interest exceeds the first two years of
accumulated and unpaid interest (including compounded interest thereon) on such
Holder’s Debentures.

     

    Section
2.13                                Amendment.  For
the purposes of the Debentures (but not for the purposes of any other Securities
unless specifically set forth in the terms of such Securities), Section 9.1
of the Indenture is hereby amended to add the following
Section (10):

     

    (10)           to
add to or change any terms of the Indenture or the Debentures to conform the
terms of this Indenture or the Debentures to the description of the Debentures
in the Prospectus (as defined in the Declaration of Trust).

     

    ARTICLE III


     

    REPAYMENT
OF DEBENTURES

     

    Section
3.1                                Deposit
of Repayment Amount.  Prior to 10:00 a.m. New York City
time on the Maturity Date, the Company will deposit with the Trustee or with one
or more Paying Agents (or if the Company is acting as its own Paying Agent, the
Company will segregate and hold in trust as provided in Section 10.3 of the
Indenture) an amount of money sufficient to pay the principal amount of, and any
accrued interest on, all the Debentures. 

     

    Section
3.2                                Repayment
of Debentures.  On presentation and surrender of such
Debentures at a Place of Payment specified in the Debentures, the said
securities shall be paid by the Company at their principal amount, together with
accrued interest to the Maturity Date. 

     

    


    
      
        
           


        

        
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    ARTICLE IV

     

    EXPENSES

     

    Section
4.1                                Expenses.  In
connection with the offering, sale and issuance of the Debentures to the
Property Trustee on behalf of the Trust and in connection with the sale of the
Trust Securities by the Trust, the Company, in its capacity as borrower with
respect to the Debentures, shall: 

     

    (a)           pay
all costs and expenses relating to the offering, sale and issuance of the
Debentures, including commissions to the underwriters payable pursuant to the
Underwriting Agreement and compensation and indemnification of the Trustee under
this First Supplemental Indenture in accordance with the provisions of this
First Supplemental Indenture; and

     

    (b)           be
responsible for and shall pay all debts and obligations (except for any amounts
owed to holders of the Debentures in their respective capacities as holders) and
all costs and expenses of the Trust (including, but not limited to, costs and
expenses relating to the organization, maintenance and dissolution of the
Trust), the offering, sale and issuance of the Trust Securities (including
commissions to the underwriters in connection therewith), the indemnities, fees
and expenses (including reasonable counsel fees and expenses) of the Property
Trustee, the Delaware Trustee, the Administrative Trustees, the Securities
Registrar and the Paying Agent, the costs and expenses relating to the operation
of the Trust, including, costs and expenses of accountants, attorneys,
statistical or bookkeeping services, expenses for printing and engraving and
computing or accounting equipment, paying agent(s), registrar(s), transfer
agent(s), duplicating, and travel and telephone and other telecommunications
expenses and costs and expenses incurred in connection with the acquisition,
financing, and disposition of Trust assets and the enforcement by the Property
Trustee of the rights of the Holders of the Debentures.

     

    The
Company’s obligations under this Section 4.1 shall be for the benefit of,
and shall be enforceable by, any Person to whom such debts, obligations and
costs are owed (a “Creditor”) whether or not such
Creditor has received notice hereof.  Any such Creditor may enforce
the Company’s obligations under this Section 4.1 directly against the
Company and the Company irrevocably waives any right or remedy to require that
any such Creditor take any action against the Trust or any other Person before
proceeding against the Company.  The Company agrees to execute such
additional agreements as may be necessary or desirable in order to give full
effect to the provisions of this Section 4.1.

     

    ARTICLE V


     

    FORM
OF DEBENTURE 

     

    Section
5.1                                Form of
Debentures.  The Debentures are to be substantially in the
following form and shall bear any legend required by Section 2.4 of the
Indenture: 

     

    THIS NOTE
IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.

    
 

    
      
        
          
             


          

          
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              No. _________

            	
              Principal
      Amount: $________

            
	
              Issue
      Date:  __________, 2008

            	 
      


    

    


    PRIVATEBANCORP,
INC.

    10.00%
JUNIOR SUBORDINATED DEBENTURES

     

    PRIVATEBANCORP, INC., a
Delaware corporation (hereinafter called the “Company”, which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to, or registered assigns, the principal
sum of ____________ ($________) and all accrued and unpaid interest thereof on
June 15, 2068, or if such day is not a Business Day, the following Business
Day (the “Maturity
Date”).

     

    The
Company further promises to pay interest on said principal sum from and
including May 22, 2008, or from and including the most recent interest
payment date on which interest has been paid or duly provided for, quarterly in
arrears on each March 15, June 15, September 15 and
December 15, beginning on September 15, 2008 (each such date a “Quarterly Interest Payment
Date” and, collectively “Interest Payment Dates”), at
the annual rate of 10.00% (computed on the basis of a 360-day year comprised of
twelve 30-day months), plus Additional Interest, if any, until the principal
hereof is paid or duly provided for or made available for
payment.  Accrued interest that is not paid on the applicable Interest
Payment Date, including interest deferred pursuant to Section 2.5 of the
First Supplemental Indenture, will bear Additional Interest, to the extent
permitted by law, at the then applicable rate described in the first sentence of
this paragraph, from the relevant Interest Payment Date, compounded on each
subsequent Interest Payment Date.  If any Interest Payment Date occurs
on a date that is not a Business Day, the payment of interest for such Interest
Payment Date shall be made on the next succeeding Business Day with the same
force and effect as if such payment were made on the relevant Interest Payment
Date.  A “Business Day” shall mean any day other than a Saturday,
Sunday, or any other day on which banking institutions and trust companies in
New York, New York, Wilmington, Delaware or Chicago, Illinois, are permitted or
required by any applicable law to close.  The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest installment, which shall
be the date that is the last day of the month immediately preceding the month in
which such Interest Payment Date falls (whether or not a Business
Day).  Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

     

    The
Company shall have the right at any time or from time to time during the term of
this Security to defer payment of interest on this Security for one or more
consecutive interest payment periods (each a “Deferral Period”) up to 10
years, during which Deferral Periods the Company shall have the right to make
partial payments of interest on any Interest Payment Date, and at the end of
which the Company shall pay all interest then accrued and unpaid (together with
Additional Interest thereon to the extent permitted by applicable law);
provided, however, that no Deferral Period shall extend beyond the Maturity Date
or the earlier redemption in full of the Securities.  Upon the
termination of any Deferral Period and upon the payment of all deferred interest
then due, the Company may elect to begin a new Deferral Period, subject to the
above requirements.  Deferred interest on the Security will bear
interest at the then applicable interest rate, compounded on each Interest
Payment Date, subject to applicable law.

     

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    No
interest shall be due and payable during a Deferral Period except at the end
thereof.  Additional limitations may apply, pursuant to
Section 2.6 of the First Supplemental Indenture, if any Deferral Period
lasts longer than one year.

     

    So long
as any Securities remain outstanding, if the Company has given notice of its
election to defer interest payments on the Securities but the related Deferral
Period has not yet commenced or a Deferral Period is continuing, the Company
shall not, and shall not permit any Subsidiary of the Company to,
(i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to any shares of the
Company’s capital stock, (ii) make any payment of principal of, or interest
or premium, if any, on, or repay, purchase or redeem any debt securities or
guarantees of the Company that rank upon the Company’s liquidation on a parity
with this Security (including this Security, the “Parity Securities”), or junior
in interest to this Security (except for partial payments of interest with
respect to the Security) or (iii) make any payments under any guarantee by
the Company that ranks pari passu with or junior to the Guarantee Agreement
(other than any purchase, redemption or other acquisition of shares of the
Company’s capital stock in connection with (1) any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or
more of its employees, officers, directors, consultants or independent
contractors, (2) the satisfaction of the Company’s obligations pursuant to
any contract entered into in the ordinary course prior to the beginning of the
Deferral Period (including pursuant to a contractually binding stock repurchase
plan), (3) a dividend reinvestment or stockholder purchase plan,
(4) the issuance of the Company’s capital stock, or securities convertible
into or exercisable for such capital stock, as consideration in an acquisition
transaction entered into prior to the applicable Deferral Period, (5) any
exchange, redemption or conversion of any class or series of the Company’s
capital stock, or the capital stock of one of its subsidiaries, for any other
class or series of the Company’s capital stock, or any class or series of the
Company’s indebtedness for any class or series of its capital stock,
(6) any purchase of fractional interests in shares of the Company’s capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the securities being converted or exchanged, (7) any declaration of a
dividend in connection with any rights plan, or the issuance of rights, stock or
other property under any rights plan, or the redemption or purchase of rights
pursuant thereto, (8) payments under any PrivateBancorp Guarantee executed
for the benefit of the holders of the Trust Preferred Securities, (9) any
dividend in the form of stock, warrants, options or other rights where the
dividend stock or stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks equally with or junior to such stock, (10) any payment of current or
deferred interest on Parity Securities that is made pro rata to the amounts due
on such Parity Securities and any payments of deferred interest on Parity
Securities that, if not made, would cause the Company to breach the terms of the
instrument governing such Parity Securities, provided that such payments are
made in accordance with the limitations described in Section 2.7(c) of the
First Supplemental Indenture to the extent they apply, or (11) any payments
of principal or deferred interest in respect of Parity Securities necessary to
avoid a breach of the instrument governing such Parity
Securities).  In addition, if any Deferral Period lasts longer than
one year, the Company will not repurchase or acquire any securities ranking
junior to or pari passu with any Qualifying APM Securities the proceeds of which
were used to settle deferred interest during the relevant Deferral Period until
the first anniversary of the date on which all deferred interest on this
Security has been paid, subject to the exceptions listed above.

     

    The
Company shall give written notice of its election to begin or extend any
Deferral Period, (x) if the Property Trustee, on behalf of the Trust, is
the sole holder of the Securities, to the Property Trustee and the Delaware
Trustee at least five Business Days before the earlier of (A) the next
succeeding date on which the distributions on the Trust Preferred Securities are
payable and (B) the date the Property Trustee is required to give notice to
holders of the Trust Preferred Securities of the record or payment date for the
related distribution, or (y) if the Property Trustee, on behalf of the
Trust, is not the sole Holder of the Securities, to Holders of the Securities
and the Trustee at least five Business Days before the next

     

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    Interest
Payment Date.  Notice of the Company’s election of a Deferral Period
shall be given by the Property Trustee by first-class mail, postage prepaid,
mailed not less than three Business Days after the Property Trustee receives
written notice from the Company to each holder of Trust Securities at such
holder’s address appearing in the Security Register.

     

    Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
United States, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made (i) by check mailed to the address of the Person entitled thereto as
such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at the bank account number as may be
designated by the Person entitled thereto as specified in the Securities
Register in writing not less than ten days before the relevant Interest Payment
Date.

     

    The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Debt, and this Security is issued subject to the provisions
of the Indenture with respect thereto.  Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take such actions
as may be necessary or appropriate to effectuate the subordination so provided
and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes.  Each Holder hereof, by his acceptance hereof, waives all
notice of the acceptance of the subordination provisions contained herein and in
the Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

     

    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

     

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed.

     

     

    
       

      
        
          	 	PRIVATEBANCORP,
      INC.	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 
      	President
      or Vice President	 
	 	 	 	 
	 	 	 	 


        

      

       

       

      
        
          	
                   ATTEST:

                   

                   

                	 	 	 	 
	
                   

                	 	 	
                   

                	 
	
                  Secretary or
      Assistant Secretary

                	 	 	
                   

                	 


        

      

       

    

    
      CERTIFICATE
OF AUTHENTICATION

       

      This is
one of the Securities referred to in the within mentioned
Indenture.

       

    

    
      
        
          	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as
      Trustee	 
	 	 	 	 
	 Dated:_______________________	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 
      	Authorized
      Officer	 
	 	 	 	 
	 	 	 	 


        

      

       

       

    

    (FORM OF REVERSE OF
DEBENTURE)

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be
issued in one or more series under the Junior Subordinated Indenture, dated as
of May 22, 2008 (herein called the “Base Indenture”), between the
Company and Wilmington, as trustee (the “Trustee”), as amended and
supplemented by the First Supplemental Indenture, dated as of May 22, 2008,
between the Company and the Trustee (the “First Supplemental Indenture”,
and together with the Base Indenture, the “Indenture” ), to which
Indenture and all other indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  By the terms of the Indenture, the
Securities are issuable in series that may vary as to amount, date of maturity,
rate of interest, rank and in any other respect provided in the
Indenture.

     

    All terms
used in this Security that are defined in the Indenture or in the Amended and
Restated Declaration of Trust, dated as of May 22, 2008, as amended (the
“Declaration of Trust”),
for PrivateBancorp Capital Trust IV among PrivateBancorp, Inc., as Sponsor,
Wilmington Trust Company, as the Property Trustee, Wilmington Trust Company, as
the Delaware Trustee, and the Administrative Trustees, shall have the meanings
assigned to them in the Indenture or the Declaration of Trust, as the case may
be.

     

    This
Security shall be redeemable at the option of the Company in accordance with the
terms of the Indenture.  In particular, (i) this Security is
redeemable at the option of the Company at any time after

     

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


    June 15,
2013 hereof at a Redemption Price equal to 100% of its principal amount plus
accrued and unpaid interest to the Redemption Date; and (ii) this Security
is redeemable at any time within 90 days following the occurrence of and during
the continuation of a Tax Event, Investment Company Event or a Capital Treatment
Event at a Redemption Price equal to 100% of its principal amount plus accrued
and unpaid interest to the Redemption Date.

     

    No
sinking fund is provided for the Securities.

     

    The
Indenture permits, with certain exceptions as therein provided, the Company and
the Trustee at any time to enter into a supplemental indenture or indentures for
the purpose of modifying in any manner the rights and obligations of the Company
and of the Holders of the Securities, with the consent of the Holders of not
less than a majority in principal amount of the Outstanding Securities to be
affected by such supplemental indenture.  The Indenture also contains
provisions permitting Holders of specified percentages in principal amount of
the Securities at the time Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     

    As
provided in and subject to the provisions of the Indenture, if an Event of
Default with respect to the Securities at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities may declare the
entire principal amount and all accrued but unpaid interest of all the
Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), provided that, in the case of
the Securities issued to and held by PrivateBancorp Capital Trust IV, or any
trustee thereof or agent therefor, if upon an Event of Default, the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities fails to declare the entire principal and all accrued but unpaid
interest of all the Securities to be immediately due and payable, the holders of
at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities
then outstanding shall have such right by a notice in writing to the Company and
the Trustee; and upon any such declaration the principal amount of and the
accrued but unpaid interest (including any Additional Interest) on all the
Securities shall become immediately due and payable, provided that the payment
of principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article XIII of the
Indenture.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Securities Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company maintained under Section 10.2 of the Indenture duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Securities Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.  No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

     

    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee shall treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    The
Securities are issuable only in registered form without coupons in minimum
denominations of $25 and any integral multiples of $25 in excess
thereof.  As provided in the Indenture and subject to certain
limitations therein set forth, Securities are exchangeable for a like aggregate
principal amount of Securities of a different authorized denomination, as
requested by the Holder surrendering the same.

     

    The
Company and, by its acceptance of this Security or a beneficial interest
therein, the Holder of, and any Person that acquires a beneficial interest in,
this Security agree to treat for United States Federal income tax purposes
(i) the Securities as indebtedness of the Company, and (ii) the stated
interest on the Securities as ordinary interest income that is includible in the
Holder’s or beneficial owner’s gross income at the time the interest is paid or
accrued in accordance with the Holder’s or beneficial owner’s regular method of
tax accounting, and otherwise to treat the Securities as described in the
Prospectus.

     

    The
Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of Illinois.

     

    This is
one of the Securities referred to in the within mentioned
Indenture.

     

    ASSIGNMENT

     

    FOR VALUE
RECEIVED, the undersigned assigns and transfers this Security to:

     

    
      	 
      
	 
      
	 
      
	
              (Insert
      assignee’s social security or tax identification
  number)

            


    

    


    
      	 
      
	 
      
	 
      
	
              (Insert
      address and zip code of assignee)

            


    

    


    agent to
transfer this Security on the books of the Securities Registrar.  The
agent may substitute another to act for him or her.

     

    
       

      
        
          	
                  
                    Dated:  ___________

                  

                	 	 	 	 
	
                   

                	 	 	
                  
                    Signature

                  

                	 
	
                   

                	 	 	
                   

                	 


        

      

    

    
      
         

        
          
            	
                    
                       

                    

                  	 	 	 	 
	
                     

                  	 	 	
                    
                      
                        Signature
      Guarantee

                      

                    

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

         

      

    

    (Sign
exactly as your name appears on the other side of this Security)

     

    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Securities Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Securities Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

     

    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    


    ARTICLE VI

     

    ORIGINAL
ISSUE OF DEBENTURES 

     

    Section
6.1                                Original
Issue of Debentures.  Debentures in the aggregate principal
amount of $125,010,000 (subject to increase pursuant to the over-allotment
option contained in the Underwriting Agreement) may, upon execution of this
First Supplemental Indenture, be executed by the Company and delivered to the
Trustee or an Authenticating Agent for authentication, and the Trustee or an
Authenticating Agent shall thereupon authenticate and deliver said Debentures in
accordance with a Company Order.

     

    Section
6.2                                Calculation
of Original Issue Discount.  If during any calendar year any
original issue discount shall have accrued on the Debentures, the Company shall
file with each Paying Agent (including the Trustee if it is a Paying Agent)
promptly at the end of each calendar year (i) a written notice specifying
the amount of original issue discount (including daily rates and accrual
periods) accrued on Outstanding Securities as of the end of such year and
(ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

     

    ARTICLE VII


     

    SUBORDINATION

     

    Section
7.1                                Senior
Debt.  The subordination provisions of Article XIII of the
Indenture shall apply, except that for the purposes of the Debentures (but not
for the purposes of any other Securities unless specifically set forth in the
terms of such Securities): 

     

    (a)           The
definition of “Senior Debt” in the Indenture is hereby amended to delete clauses
(ii), (iii) and (v), renumber clause (iv) as clause (ii), and add the
following:

     

    “(iii)
(x) indebtedness that (a) qualifies or is issued to financing vehicles
issuing securities that qualify as tier 1 capital of the Company under the
capital guidelines of the Federal Reserve or does not at the time of issuance
prevent the Company’s 10.00% Junior Subordinated Debentures (the “Debentures”) from qualifying
as tier 1 capital of the Company under the capital guidelines of the Federal
Reserve and (b) by its terms is not superior in right of payment to the
Debentures or to other debt that is pari passu with or junior to the Debentures;
and (y) guarantees of indebtedness described in clause (x) or
securities issued by one or more financing vehicles described in clause
(x).”

     

    (b)           Notwithstanding
the foregoing or any other provision of the Indenture or of this First
Supplemental Indenture, provided that the Company is not subject to a
bankruptcy, insolvency, liquidation or similar proceeding, the priority of the
Debentures in right of payment as to Parity Securities is subject to the
provisions of Section 2.6 hereof and the Company shall be permitted to pay
interest or principal on Parity Securities in accordance with Section 2.6
hereof.

     

    Section
7.2                                Compliance
with Federal Reserve Rules.  The Company shall not incur any
additional indebtedness for borrowed money that ranks pari passu with or junior
to the Debentures (if then subject to Article XIII of the Indenture),
except in compliance with applicable regulations and guidelines of the Federal
Reserve. 

     

    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    ARTICLE VIII

     

    MISCELLANEOUS

     

    Section
8.1                                Effectiveness.  This
First Supplemental Indenture will become effective upon its execution and
delivery. 

     

    Section
8.2                                Successors
and Assigns.  All covenants and agreements in the Indenture, as
supplemented and amended by this First Supplemental Indenture, by the Company
shall bind its successors and assigns, whether so expressed or not.


     

    Section
8.3                                Further
Assurances.  The Company will, at its own cost and expense,
execute and deliver any documents or agreements, and take any other actions that
the Trustee or its counsel may from time to time request in order to assure the
Trustee of the benefits of the rights granted to the Trustee under the
Indenture, as supplemented and amended by this First Supplemental Indenture.


     

    Section
8.4                                Effect of
Recitals.  The recitals contained herein and in the Debentures,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this First Supplemental
Indenture or of the Debentures.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of the Debentures or the proceeds thereof. 

     

    Section
8.5                                Ratification
of Indenture.  The Indenture as supplemented by this First
Supplemental Indenture, is in all respects ratified and confirmed, and this
First Supplemental Indenture shall be deemed part of the Indenture in the manner
and to the extent herein and therein provided. 

     

    Section
8.6                                Governing
Law.  This First Supplemental Indenture and the Debentures
shall be governed by and construed in accordance with the laws of the State of
Illinois. 

     

    *    *    *    *

     

    This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

     

    


    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

    


    IN WITNESS WHEREOF, the
parties hereto have caused this First Supplemental Indenture to be duly executed
as of the day and year first above written.

     

    
      
        
          
            	 	PRIVATEBANCORP,
      INC.	 
	 	 	 	 
	 	 	 	 
	
                     

                  	By:/s/Larry
      D.
      Richman                                    	 
	 	Name: 
      Larry
      D.
      Richman                                 
      	 
	 	Title: 
      President
      and Chief Executive Officer	 
	 	 	 	 


          

        

         

        
          
            	
                     ATTEST:

                     

                     

                  	 	 	 	 
	
                    
                      By:/s/Christopher J. Zinski

                    

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        

         

      

    

    
       

      
        
          
            
              	 	WILMINGTON TRUST COMPANY, as Trustee	 
	 	 	 	 
	 	 	 	 
	
                       

                    	By: 
      /s/Michael
      H.
      Wass                                 
      	 
	 	Name: 
      Michael
      H.
      Wass                                
      	 
	 	Title: 
      Financial
      Services
      Officer                    
      	 
	 	 	 	 


            

          

           

          
            
              	
                       ATTEST:

                       

                       

                    	 	 	 	 
	
                      
                        By:/s/