ex4-2.htm


    EXHIBIT
4.2

     

     

    WARRANT
TO PURCHASE COMMON STOCK

     

    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR
SUCH LAWS.  THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON
TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE
ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH
IS ON FILE WITH THE ISSUER.  THE SECURITIES REPRESENTED BY THIS
INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH
SAID AGREEMENT.  ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH
SAID AGREEMENT WILL BE VOID.

     

    WARRANT

    to
purchase

    1,290,026

    Shares
of Common Stock

     

    of
PrivateBancorp, Inc.

     

    Issue
Date:  January 30, 2009

     

    1.           Definitions.  Unless
the context otherwise requires, when used herein the following terms shall have
the meanings indicated.

     

    “Affiliate”
has the meaning ascribed to it in the Purchase Agreement.

     

    “Appraisal
Procedure” means a procedure whereby two independent appraisers, one
chosen by the Company and one by the Original Warrantholder, shall mutually
agree upon the determinations then the subject of appraisal.  Each
party shall deliver a notice to the other appointing its appraiser within 15
days after the Appraisal Procedure is invoked.  If within 30 days
after appointment of the two appraisers they are unable to agree upon the amount
in question, a third independent appraiser shall be chosen within 10 days
thereafter by the mutual consent of such first two appraisers.  The
decision of the third appraiser so appointed and chosen shall be given within 30
days after the selection of such third appraiser.  If three appraisers
shall be appointed and the determination of one appraiser is disparate from the
middle determination by more than twice the amount by which the other
determination is disparate from the middle determination, then the determination
of such appraiser shall be excluded, the remaining two determinations shall be
averaged and such average shall be binding and conclusive upon the Company and
the Original Warrantholder; otherwise, the average of all three determinations
shall be binding upon the Company and the Original Warrantholder.  The
costs of conducting any Appraisal Procedure shall be borne by the
Company.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “Board
of Directors” means the board of directors of the Company, including any
duly authorized committee thereof.

     

    “Business
Combination” means a merger, consolidation, statutory share exchange or
similar transaction that requires the approval of the Company’s
stockholders.

     

    “business
day” means any day except Saturday, Sunday and any day on which banking
institutions in the State of New York generally are authorized or required by
law or other governmental actions to close.

     

    “Capital
Stock” means (A) with respect to any Person that is a corporation or
company, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and
(B) with respect to any Person that is not a corporation or company, any
and all partnership or other equity interests of such Person.

     

    “Charter”
means, with respect to any Person, its certificate or articles of incorporation,
articles of association, or similar organizational document.

     

    “Common
Stock” has the meaning ascribed to it in the Purchase
Agreement.

     

    “Company”
means the Person whose name, corporate or other organizational form and
jurisdiction of organization is set forth in Item 1 of Schedule A
hereto.

     

    “conversion”
has the meaning set forth in Section 13(B).

     

    “convertible
securities” has the meaning set forth in Section 13(B).

     

    “CPP”
has the meaning ascribed to it in the Purchase Agreement.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended, or any
successor statute, and the rules and regulations promulgated
thereunder.

     

    “Exercise
Price” means the amount set forth in Item 2 of Schedule A
hereto.

     

    “Expiration
Time” has the meaning set forth in Section 3.

     

    “Fair
Market Value” means, with respect to any security or other property, the
fair market value of such security or other property as determined by the Board
of Directors, acting in good faith or, with respect to Section 14, as
determined by the Original Warrantholder acting in good faith.  For so
long as the Original Warrantholder holds this Warrant or any portion thereof, it
may object in writing to the Board of Director’s calculation of fair market
value within 10 days of receipt of written notice thereof.  If the
Original Warrantholder and the Company are unable to agree on fair market value
during the 10-day period following the delivery of the Original Warrantholder’s
objection, the Appraisal Procedure may be invoked by either party to determine
Fair Market Value by delivering written notification thereof not later than the
30th day after delivery of the Original Warrantholder’s objection.

     

    “Governmental
Entities” has the meaning ascribed to it in the Purchase
Agreement.

     

    


    
      
        
           


        

        
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    “Initial
Number” has the meaning set forth in Section 13(B).

     

    “Issue
Date” means the date set forth in Item 3 of Schedule A
hereto.

     

    “Market
Price” means, with respect to a particular security, on any given day,
the last reported sale price regular way or, in case no such reported sale takes
place on such day, the average of the last closing bid and ask prices regular
way, in either case on the principal national securities exchange on which the
applicable securities are listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange, the average of the
closing bid and ask prices as furnished by two members of the Financial Industry
Regulatory Authority, Inc. selected from time to time by the Company for that
purpose.  “Market Price” shall be determined without reference to
after hours or extended hours trading.  If such security is not listed
and traded in a manner that the quotations referred to above are available for
the period required hereunder, the Market Price per share of Common Stock shall
be deemed to be (i) in the event that any portion of the Warrant is held by
the Original Warrantholder, the fair market value per share of such security as
determined in good faith by the Original Warrantholder or (ii) in all other
circumstances, the fair market value per share of such security as determined in
good faith by the Board of Directors in reliance on an opinion of a nationally
recognized independent investment banking corporation retained by the Company
for this purpose and certified in a resolution to the
Warrantholder.  For the purposes of determining the Market Price of
the Common Stock on the “trading day” preceding, on or following the occurrence
of an event, (i) that trading day shall be deemed to commence immediately
after the regular scheduled closing time of trading on the New York Stock
Exchange or, if trading is closed at an earlier time, such earlier time and
(ii) that trading day shall end at the next regular scheduled closing time,
or if trading is closed at an earlier time, such earlier time (for the avoidance
of doubt, and as an example, if the Market Price is to be determined as of the
last trading day preceding a specified event and the closing time of trading on
a particular day is 4:00 p.m. and the specified event occurs at
5:00 p.m. on that day, the Market Price would be determined by reference to
such 4:00 p.m. closing price).

     

    “Ordinary
Cash Dividends” means a regular quarterly cash dividend on shares of
Common Stock out of surplus or net profits legally available therefor
(determined in accordance with generally accepted accounting principles in
effect from time to time), provided
that Ordinary Cash Dividends shall not include any cash dividends paid
subsequent to the Issue Date to the extent the aggregate per share dividends
paid on the outstanding Common Stock in any quarter exceed the amount set forth
in Item 4 of Schedule A hereto, as adjusted for any stock split, stock
dividend, reverse stock split, reclassification or similar
transaction.

     

    “Original
Warrantholder” means the United States Department of the
Treasury.  Any actions specified to be taken by the Original
Warrantholder hereunder may only be taken by such Person and not by any other
Warrantholder.

     

    “Permitted
Transactions” has the meaning set forth in
Section 13(B).

     

    “Person”
has the meaning given to it in Section 3(a)(9) of the Exchange Act and as
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

     

    


    
      
        
           


        

        
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    “Per
Share Fair Market Value” has the meaning set forth in
Section 13(C).

     

    “Preferred
Shares” means the perpetual preferred stock issued to the Original
Warrantholder on the Issue Date pursuant to the Purchase Agreement.

     

    “Pro
Rata Repurchases” means any purchase of shares of Common Stock by the
Company or any Affiliate thereof pursuant to (A) any tender offer or
exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or
Regulation 14E promulgated thereunder or (B) any other offer available to
substantially all holders of Common Stock, in the case of both (A) or (B),
whether for cash, shares of Capital Stock of the Company, other securities of
the Company, evidences of indebtedness of the Company or any other Person or any
other property (including, without limitation, shares of Capital Stock, other
securities or evidences of indebtedness of a subsidiary), or any combination
thereof, effected while this Warrant is outstanding.  The “Effective
Date” of a Pro Rata Repurchase shall mean the date of acceptance of
shares for purchase or exchange by the Company under any tender or exchange
offer which is a Pro Rata Repurchase or the date of purchase with respect to any
Pro Rata Repurchase that is not a tender or exchange offer.

     

    “Purchase
Agreement” means the Securities Purchase Agreement – Standard Terms
incorporated into the Letter Agreement, dated as of the date set forth in
Item 5 of Schedule A hereto, as amended from time to time, between the
Company and the United States Department of the Treasury (the “Letter
Agreement”), including all annexes and schedules thereto.

     

    “Qualified
Equity Offering” has the meaning ascribed to it in the Purchase
Agreement.

     

    “Regulatory
Approvals” with respect to the Warrantholder, means, to the extent
applicable and required to permit the Warrantholder to exercise this Warrant for
shares of Common Stock and to own such Common Stock without the Warrantholder
being in violation of applicable law, rule or regulation, the receipt of any
necessary approvals and authorizations of, filings and registrations with,
notifications to, or expiration or termination of any applicable waiting period
under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the rules and regulations thereunder.

     

    “SEC”
means the U.S. Securities and Exchange Commission.

     

    “Securities
Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.

     

    “Shares”
has the meaning set forth in Section 2.

     

    “trading
day” means (A) if the shares of Common Stock are not traded on any
national or regional securities exchange or association or over-the-counter
market, a business day or (B) if the shares of Common Stock are traded on
any national or regional securities exchange or association or over-the-counter
market, a business day on which such relevant exchange or quotation system is
scheduled to be open for business and on which the shares of Common Stock
(i) are not suspended from trading on any national or regional securities
exchange or association or over-the-counter market for any period or periods
aggregating one half hour or longer; and (ii) have traded at least once on
the national or regional securities exchange or association or

     

    


    
      
        
           


        

        
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    over-the-counter
market that is the primary market for the trading of the shares of Common
Stock.

     

    “U.S.
GAAP” means United States generally accepted accounting
principles.

     

    “Warrantholder”
has the meaning set forth in Section 2.

     

    “Warrant”
means this Warrant, issued pursuant to the Purchase Agreement.

     

    2.           Number
of Shares; Exercise Price.  This certifies that, for value
received, the United States Department of the Treasury or its permitted assigns
(the “Warrantholder”)
is entitled, upon the terms and subject to the conditions hereinafter set forth,
to acquire from the Company, in whole or in part, after the receipt of all
applicable Regulatory Approvals, if any, up to an aggregate of the number of
fully paid and nonassessable shares of Common Stock set forth in Item 6 of
Schedule A hereto, at a purchase price per share of Common Stock equal to
the Exercise Price.  The number of shares of Common Stock (the “Shares”)
and the Exercise Price are subject to adjustment as provided herein, and all
references to “Common Stock,” “Shares” and “Exercise Price” herein shall be
deemed to include any such adjustment or series of adjustments.

     

    3.           Exercise
of Warrant; Term.  Subject to Section 2, to the extent
permitted by applicable laws and regulations, the right to purchase the Shares
represented by this Warrant is exercisable, in whole or in part by the
Warrantholder, at any time or from time to time after the execution and delivery
of this Warrant by the Company on the date hereof, but in no event later than
5:00 p.m., New York City time on the tenth anniversary of the Issue Date
(the “Expiration
Time”), by (A) the surrender of this Warrant and Notice of Exercise
annexed hereto, duly completed and executed on behalf of the Warrantholder, at
the principal executive office of the Company located at the address set forth
in Item 7 of Schedule A hereto (or such other office or agency of the
Company in the United States as it may designate by notice in writing to the
Warrantholder at the address of the Warrantholder appearing on the books of the
Company), and (B) payment of the Exercise Price for the Shares thereby
purchased:

     

    (i)           by
having the Company withhold, from the shares of Common Stock that would
otherwise be delivered to the Warrantholder upon such exercise, shares of Common
stock issuable upon exercise of the Warrant equal in value to the aggregate
Exercise Price as to which this Warrant is so exercised based on the Market
Price of the Common Stock on the trading day on which this Warrant is exercised
and the Notice of Exercise is delivered to the Company pursuant to this
Section 3, or

     

    (ii)           with
the consent of both the Company and the Warrantholder, by tendering in cash, by
certified or cashier’s check payable to the order of the Company, or by wire
transfer of immediately available funds to an account designated by the
Company.

     

    If the
Warrantholder does not exercise this Warrant in its entirety, the Warrantholder
will be entitled to receive from the Company within a reasonable time, and in
any event not exceeding three business days, a new warrant in substantially
identical form for the purchase of that number of Shares equal to the difference
between the number of Shares subject to this

     

    


    
      
        
           


        

        
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    Warrant
and the number of Shares as to which this Warrant is so
exercised.  Notwithstanding anything in this Warrant to the contrary,
the Warrantholder hereby acknowledges and agrees that its exercise of this
Warrant for Shares is subject to the condition that the Warrantholder will have
first received any applicable Regulatory Approvals.

     

    4.           Issuance
of Shares; Authorization; Listing.  Certificates for Shares
issued upon exercise of this Warrant will be issued in such name or names as the
Warrantholder may designate and will be delivered to such named Person or
Persons within a reasonable time, not to exceed three business days after the
date on which this Warrant has been duly exercised in accordance with the terms
of this Warrant.  The Company hereby represents and warrants that any
Shares issued upon the exercise of this Warrant in accordance with the
provisions of Section 3 will be duly and validly authorized and issued,
fully paid and nonassessable and free from all taxes, liens and charges (other
than liens or charges created by the Warrantholder, income and franchise taxes
incurred in connection with the exercise of the Warrant or taxes in respect of
any transfer occurring contemporaneously therewith).  The Company
agrees that the Shares so issued will be deemed to have been issued to the
Warrantholder as of the close of business on the date on which this Warrant and
payment of the Exercise Price are delivered to the Company in accordance with
the terms of this Warrant, notwithstanding that the stock transfer books of the
Company may then be closed or certificates representing such Shares may not be
actually delivered on such date.  The Company will at all times
reserve and keep available, out of its authorized but unissued Common Stock,
solely for the purpose of providing for the exercise of this Warrant, the
aggregate number of shares of Common Stock then issuable upon exercise of this
Warrant at any time.  The Company will (A) procure, at its sole
expense, the listing of the Shares issuable upon exercise of this Warrant at any
time, subject to issuance or notice of issuance, on all principal stock
exchanges on which the Common Stock is then listed or traded and
(B) maintain such listings of such Shares at all times after
issuance.  The Company will use reasonable best efforts to ensure that
the Shares may be issued without violation of any applicable law or regulation
or of any requirement of any securities exchange on which the Shares are listed
or traded.

     

    5.           No
Fractional Shares or Scrip.  No fractional Shares or scrip
representing fractional Shares shall be issued upon any exercise of this
Warrant.  In lieu of any fractional Share to which the Warrantholder
would otherwise be entitled, the Warrantholder shall be entitled to receive a
cash payment equal to the Market Price of the Common Stock on the last trading
day preceding the date of exercise less the pro-rated Exercise Price for such
fractional share.

     

    6.           No
Rights as Stockholders; Transfer Books.  This Warrant does not
entitle the Warrantholder to any voting rights or other rights as a stockholder
of the Company prior to the date of exercise hereof.  The Company will
at no time close its transfer books against transfer of this Warrant in any
manner which interferes with the timely exercise of this Warrant.

     

    7.           Charges,
Taxes and Expenses.  Issuance of certificates for Shares to the
Warrantholder upon the exercise of this Warrant shall be made without charge to
the Warrantholder for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Company.

     

    


    
      
        
           


        

        
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    8.           Transfer/Assignment.

     

    (A)           Subject
to compliance with clause (B) of this Section 8, this Warrant and all
rights hereunder are transferable, in whole or in part, upon the books of the
Company by the registered holder hereof in person or by duly authorized
attorney, and a new warrant shall be made and delivered by the Company, of the
same tenor and date as this Warrant but registered in the name of one or more
transferees, upon surrender of this Warrant, duly endorsed, to the office or
agency of the Company described in Section 3.  All expenses
(other than stock transfer taxes) and other charges payable in connection with
the preparation, execution and delivery of the new warrants pursuant to this
Section 8 shall be paid by the Company.

     

    (B)           The
transfer of the Warrant and the Shares issued upon exercise of the Warrant are
subject to the restrictions set forth in Section 4.4 of the Purchase
Agreement.  If and for so long as required by the Purchase Agreement,
this Warrant shall contain the legends as set forth in Sections 4.2(a) and
4.2(b) of the Purchase Agreement.

     

    9.           Exchange
and Registry of Warrant.  This Warrant is exchangeable, upon
the surrender hereof by the Warrantholder to the Company, for a new warrant or
warrants of like tenor and representing the right to purchase the same aggregate
number of Shares.  The Company shall maintain a registry showing the
name and address of the Warrantholder as the registered holder of this
Warrant.  This Warrant may be surrendered for exchange or exercise in
accordance with its terms, at the office of the Company, and the Company shall
be entitled to rely in all respects, prior to written notice to the contrary,
upon such registry.

     

    10.           Loss,
Theft, Destruction or Mutilation of Warrant.  Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in the case of any such loss,
theft or destruction, upon receipt of a bond, indemnity or security reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company shall make and deliver,
in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of
like tenor and representing the right to purchase the same aggregate number of
Shares as provided for in such lost, stolen, destroyed or mutilated
Warrant.

     

    11.           Saturdays,
Sundays, Holidays, etc.  If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall not be a business day, then such action may be taken or such right may be
exercised on the next succeeding day that is a business day.

     

    12.           Rule
144 Information.  The Company covenants that it will use its
reasonable best efforts to timely file all reports and other documents required
to be filed by it under the Securities Act and the Exchange Act and the rules
and regulations promulgated by the SEC thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any Warrantholder,
make publicly available such information as necessary to permit sales pursuant
to Rule 144 under the Securities Act), and it will use reasonable best efforts
to take such further action as any Warrantholder may reasonably request, in each
case to the extent required from time to time to enable such holder to, if
permitted by the terms of this Warrant and the Purchase Agreement, sell this
Warrant without registration under the Securities Act within the
limitation

     

    


    
      
        
           


        

        
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    of the
exemptions provided by (A) Rule 144 under the Securities Act, as such rule
may be amended from time to time, or (B) any successor rule or regulation
hereafter adopted by the SEC.  Upon the written request of any
Warrantholder, the Company will deliver to such Warrantholder a written
statement that it has complied with such requirements.

     

    13.           Adjustments
and Other Rights.  The Exercise Price and the number of Shares
issuable upon exercise of this Warrant shall be subject to adjustment from time
to time as follows; provided,
that if more than one subsection of this Section 13 is applicable to a
single event, the subsection shall be applied that produces the largest
adjustment and no single event shall cause an adjustment under more than one
subsection of this Section 13 so as to result in duplication:

     

    (A)           Stock
Splits, Subdivisions, Reclassifications or Combinations.  If
the Company shall (i) declare and pay a dividend or make a distribution on
its Common Stock in shares of Common Stock, (ii) subdivide or reclassify
the outstanding shares of Common Stock into a greater number of shares, or
(iii) combine or reclassify the outstanding shares of Common Stock into a
smaller number of shares, the number of Shares issuable upon exercise of this
Warrant at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Warrantholder after such date shall be
entitled to purchase the number of shares of Common Stock which such holder
would have owned or been entitled to receive in respect of the shares of Common
Stock subject to this Warrant after such date had this Warrant been exercised
immediately prior to such date.  In such event, the Exercise Price in
effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
adjusted to the number obtained by dividing (x) the product of (1) the
number of Shares issuable upon the exercise of this Warrant before such
adjustment and (2) the Exercise Price in effect immediately prior to the
record or effective date, as the case may be, for the dividend, distribution,
subdivision, combination or reclassification giving rise to this adjustment by
(y) the new number of Shares issuable upon exercise of the Warrant
determined pursuant to the immediately preceding sentence.

     

    (B)           Certain
Issuances of Common Shares or Convertible Securities.  Until
the earlier of (i) the date on which the Original Warrantholder no longer
holds this Warrant or any portion thereof and (ii) the third anniversary of
the Issue Date, if the Company shall issue shares of Common Stock (or rights or
warrants or other securities exercisable or convertible into or exchangeable
(collectively, a “conversion”)
for shares of Common Stock) (collectively, “convertible
securities”) (other than in Permitted Transactions (as defined below) or
a transaction to which subsection (A) of this Section 13 is
applicable) without consideration or at a consideration per share (or having a
conversion price per share) that is less than 90% of the Market Price on the
last trading day preceding the date of the agreement on pricing such shares (or
such convertible securities) then, in such event:

     

    (A)           the
number of Shares issuable upon the exercise of this Warrant immediately prior to
the date of the agreement on pricing of such shares (or of such convertible
securities) (the “Initial
Number”) shall be increased to the

     

    


    
      
        
           


        

        
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    number
obtained by multiplying the Initial Number by a fraction (A) the numerator
of which shall be the sum of (x) the number of shares of Common Stock of
the Company outstanding on such date and (y) the number of additional
shares of Common Stock issued (or into which convertible securities may be
exercised or convert) and (B) the denominator of which shall be the sum of
(I) the number of shares of Common Stock outstanding on such date and
(II) the number of shares of Common Stock which the aggregate consideration
receivable by the Company for the total number of shares of Common Stock so
issued (or into which convertible securities may be exercised or convert) would
purchase at the Market Price on the last trading day preceding the date of the
agreement on pricing such shares (or such convertible securities);
and

     

    (B)           the
Exercise Price payable upon exercise of the Warrant shall be adjusted by
multiplying such Exercise Price in effect immediately prior to the date of the
agreement on pricing of such shares (or of such convertible securities) by a
fraction, the numerator of which shall be the number of shares of Common Stock
issuable upon exercise of this Warrant prior to such date and the denominator of
which shall be the number of shares of Common Stock issuable upon exercise of
this Warrant immediately after the adjustment described in clause (A)
above.

     

    For
purposes of the foregoing, the aggregate consideration receivable by the Company
in connection with the issuance of such shares of Common Stock or convertible
securities shall be deemed to be equal to the sum of the net offering price
(including the Fair Market Value of any non-cash consideration and after
deduction of any related expenses payable to third parties) of all such
securities plus the minimum aggregate amount, if any, payable upon exercise or
conversion of any such convertible securities into shares of Common Stock; and
“Permitted
Transactions” shall mean issuances (i) as consideration for or to
fund the acquisition of businesses and/or related assets, (ii) in
connection with employee benefit plans and compensation related arrangements in
the ordinary course and consistent with past practice approved by the Board of
Directors, (iii) in connection with a public or broadly marketed offering
and sale of Common Stock or convertible securities for cash conducted by the
Company or its affiliates pursuant to registration under the Securities Act or
Rule 144A thereunder on a basis consistent with capital raising transactions by
comparable financial institutions and (iv) in connection with the exercise
of preemptive rights on terms existing as of the Issue Date.  Any
adjustment made pursuant to this Section 13(B) shall become effective
immediately upon the date of such issuance.

     

    (C)           Other
Distributions.  In case the Company shall fix a record date for
the making of a distribution to all holders of shares of its Common Stock of
securities, evidences of indebtedness, assets, cash, rights or warrants
(excluding Ordinary Cash Dividends, dividends of its Common Stock and other
dividends or distributions referred to in Section 13(A)), in each such
case, the Exercise Price in effect prior to such record date shall be reduced
immediately thereafter to the price determined by multiplying the Exercise Price
in effect immediately prior to the reduction by the quotient of (x) the
Market Price of the Common Stock on the last trading day preceding the first
date on which the Common Stock trades regular way on the principal national
securities

     

    


    
      
        
           


        

        
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    exchange
on which the Common Stock is listed or admitted to trading without the right to
receive such distribution, minus the amount of cash and/or the Fair Market Value
of the securities, evidences of indebtedness, assets, rights or warrants to be
so distributed in respect of one share of Common Stock (such amount and/or Fair
Market Value, the “Per
Share Fair Market Value”) divided by (y) such Market Price on such
date specified in clause (x); such adjustment shall be made successively
whenever such a record date is fixed.  In such event, the number of
Shares issuable upon the exercise of this Warrant shall be increased to the
number obtained by dividing (x) the product of (1) the number of
Shares issuable upon the exercise of this Warrant before such adjustment, and
(2) the Exercise Price in effect immediately prior to the distribution
giving rise to this adjustment by (y) the new Exercise Price determined in
accordance with the immediately preceding sentence.  In the case of
adjustment for a cash dividend that is, or is coincident with, a regular
quarterly cash dividend, the Per Share Fair Market Value would be reduced by the
per share amount of the portion of the cash dividend that would constitute an
Ordinary Cash Dividend.  In the event that such distribution is not so
made, the Exercise Price and the number of Shares issuable upon exercise of this
Warrant then in effect shall be readjusted, effective as of the date when the
Board of Directors determines not to distribute such shares, evidences of
indebtedness, assets, rights, cash or warrants, as the case may be, to the
Exercise Price that would then be in effect and the number of Shares that would
then be issuable upon exercise of this Warrant if such record date had not been
fixed.

     

    (D)           Certain
Repurchases of Common Stock.  In case the Company effects a Pro
Rata Repurchase of Common Stock, then the Exercise Price shall be reduced to the
price determined by multiplying the Exercise Price in effect immediately prior
to the Effective Date of such Pro Rata Repurchase by a fraction of which the
numerator shall be (i) the product of (x) the number of shares of
Common Stock outstanding immediately before such Pro Rata Repurchase and
(y) the Market Price of a share of Common Stock on the trading day
immediately preceding the first public announcement by the Company or any of its
Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the
aggregate purchase price of the Pro Rata Repurchase, and of which the
denominator shall be the product of (i) the number of shares of Common
Stock outstanding immediately prior to such Pro Rata Repurchase minus the number
of shares of Common Stock so repurchased and (ii) the Market Price per
share of Common Stock on the trading day immediately preceding the first public
announcement by the Company or any of its Affiliates of the intent to effect
such Pro Rata Repurchase.  In such event, the number of shares of
Common Stock issuable upon the exercise of this Warrant shall be increased to
the number obtained by dividing (x) the product of (1) the number of
Shares issuable upon the exercise of this Warrant before such adjustment, and
(2) the Exercise Price in effect immediately prior to the Pro Rata
Repurchase giving rise to this adjustment by (y) the new Exercise Price
determined in accordance with the immediately preceding sentence.  For
the avoidance of doubt, no increase to the Exercise Price or decrease in the
number of Shares issuable upon exercise of this Warrant shall be made pursuant
to this Section 13(D).

     

    (E)           Business
Combinations.  In case of any Business Combination or
reclassification of Common Stock (other than a reclassification of Common
Stock

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    referred
to in Section 13(A)), the Warrantholder’s right to receive Shares upon
exercise of this Warrant shall be converted into the right to exercise this
Warrant to acquire the number of shares of stock or other securities or property
(including cash) which the Common Stock issuable (at the time of such Business
Combination or reclassification) upon exercise of this Warrant immediately prior
to such Business Combination or reclassification would have been entitled to
receive upon consummation of such Business Combination or reclassification; and
in any such case, if necessary, the provisions set forth herein with respect to
the rights and interests thereafter of the Warrantholder shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to the
Warrantholder’s right to exercise this Warrant in exchange for any shares of
stock or other securities or property pursuant to this paragraph.  In
determining the kind and amount of stock, securities or the property receivable
upon exercise of this Warrant following the consummation of such Business
Combination, if the holders of Common Stock have the right to elect the kind or
amount of consideration receivable upon consummation of such Business
Combination, then the consideration that the Warrantholder shall be entitled to
receive upon exercise shall be deemed to be the types and amounts of
consideration received by the majority of all holders of the shares of common
stock that affirmatively make an election (or of all such holders if none make
an election).

     

    (F)           Rounding
of Calculations; Minimum Adjustments.  All calculations under
this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent
or to the nearest one hundredth (1/100th) of a share, as the case may
be.  Any provision of this Section 13 to the contrary
notwithstanding, no adjustment in the Exercise Price or the number of Shares
into which this Warrant is exercisable shall be made if the amount of such
adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common
Stock, but any such amount shall be carried forward and an adjustment with
respect thereto shall be made at the time of and together with any subsequent
adjustment which, together with such amount and any other amount or amounts so
carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or
more.

     

    (G)           Timing
of Issuance of Additional Common Stock Upon Certain
Adjustments.  In any case in which the provisions of this
Section 13 shall require that an adjustment shall become effective
immediately after a record date for an event, the Company may defer until the
occurrence of such event (i) issuing to the Warrantholder of this Warrant
exercised after such record date and before the occurrence of such event the
additional shares of Common Stock issuable upon such exercise by reason of the
adjustment required by such event over and above the shares of Common Stock
issuable upon such exercise before giving effect to such adjustment and
(ii) paying to such Warrantholder any amount of cash in lieu of a
fractional share of Common Stock; provided,
however,
that the Company upon request shall deliver to such Warrantholder a due bill or
other appropriate instrument evidencing such Warrantholder’s right to receive
such additional shares, and such cash, upon the occurrence of the event
requiring such adjustment.

     

    (H)           Completion
of Qualified Equity Offering.  In the event the Company (or any
successor by Business Combination) completes one or more Qualified
Equity

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    Offerings
on or prior to December 31, 2009 that result in the Company (or any such
successor) receiving aggregate gross proceeds of not less than 100% of the
aggregate liquidation preference of the Preferred Shares (and any preferred
stock issued by any such successor to the Original Warrantholder under the CPP),
the number of shares of Common Stock underlying the portion of this Warrant then
held by the Original Warrantholder shall be thereafter reduced by a number of
shares of Common Stock equal to the product of (i) 0.5 and (ii) the
number of shares underlying the Warrant on the Issue Date (adjusted to take into
account all other theretofore made adjustments pursuant to this
Section 13).

     

    (I)           Other
Events.  For so long as the Original Warrantholder holds this
Warrant or any portion thereof, if any event occurs as to which the provisions
of this Section 13 are not strictly applicable or, if strictly applicable,
would not, in the good faith judgment of the Board of Directors of the Company,
fairly and adequately protect the purchase rights of the Warrants in accordance
with the essential intent and principles of such provisions, then the Board of
Directors shall make such adjustments in the application of such provisions, in
accordance with such essential intent and principles, as shall be reasonably
necessary, in the good faith opinion of the Board of Directors, to protect such
purchase rights as aforesaid.  The Exercise Price or the number of
Shares into which this Warrant is exercisable shall not be adjusted in the event
of a change in the par value of the Common Stock or a change in the jurisdiction
of incorporation of the Company.

     

    (J)           Statement
Regarding Adjustments.  Whenever the Exercise Price or the
number of Shares into which this Warrant is exercisable shall be adjusted as
provided in Section 13, the Company shall forthwith file at the principal
office of the Company a statement showing in reasonable detail the facts
requiring such adjustment and the Exercise Price that shall be in effect and the
number of Shares into which this Warrant shall be exercisable after such
adjustment, and the Company shall also cause a copy of such statement to be sent
by mail, first class postage prepaid, to each Warrantholder at the address
appearing in the Company’s records.

     

    (K)           Notice
of Adjustment Event.  In the event that the Company shall
propose to take any action of the type described in this Section 13 (but
only if the action of the type described in this Section 13 would result in
an adjustment in the Exercise Price or the number of Shares into which this
Warrant is exercisable or a change in the type of securities or property to be
delivered upon exercise of this Warrant), the Company shall give notice to the
Warrantholder, in the manner set forth in Section 13(J), which notice shall
specify the record date, if any, with respect to any such action and the
approximate date on which such action is to take place.  Such notice
shall also set forth the facts with respect thereto as shall be reasonably
necessary to indicate the effect on the Exercise Price and the number, kind or
class of shares or other securities or property which shall be deliverable upon
exercise of this Warrant.  In the case of any action which would
require the fixing of a record date, such notice shall be given at least 10 days
prior to the date so fixed, and in case of all other action, such notice shall
be given at least 15 days prior to the taking of such proposed
action.  Failure to give such notice, or any defect therein, shall not
affect the legality or validity of any such action.

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    (L)           Proceedings
Prior to Any Action Requiring Adjustment.  As a condition
precedent to the taking of any action which would require an adjustment pursuant
to this Section 13, the Company shall take any action which may be necessary,
including obtaining regulatory, New York Stock Exchange, NASDAQ Stock Market or
other applicable national securities exchange or stockholder approvals or
exemptions, in order that the Company may thereafter validly and legally issue
as fully paid and nonassessable all shares of Common Stock that the
Warrantholder is entitled to receive upon exercise of this Warrant pursuant to
this Section 13.

     

    (M)           Adjustment
Rules.  Any adjustments pursuant to this Section 13 shall
be made successively whenever an event referred to herein shall
occur.  If an adjustment in Exercise Price made hereunder would reduce
the Exercise Price to an amount below par value of the Common Stock, then such
adjustment in Exercise Price made hereunder shall reduce the Exercise Price to
the par value of the Common Stock.

     

    14.           Exchange.  At
any time following the date on which the shares of Common Stock of the Company
are no longer listed or admitted to trading on a national securities exchange
(other than in connection with any Business Combination), the Original
Warrantholder may cause the Company to exchange all or a portion of this Warrant
for an economic interest (to be determined by the Original Warrantholder after
consultation with the Company) of the Company classified as permanent equity
under U.S. GAAP having a value equal to the Fair Market Value of the portion of
the Warrant so exchanged.  The Original Warrantholder shall calculate
any Fair Market Value required to be calculated pursuant to this
Section 14, which shall not be subject to the Appraisal
Procedure.

     

    15.           No
Impairment.  The Company will not, by amendment of its Charter
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in taking
of all such action as may be necessary or appropriate in order to protect the
rights of the Warrantholder.

     

    16.           Governing
Law.  This Warrant will be governed by and construed in accordance
with the federal law of the United States if and to the extent such law is
applicable, and otherwise in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.
Each of the Company and the Warrantholder agrees (a) to submit to the exclusive
jurisdiction and venue of the United States District Court for the District of
Columbia for any civil action, suit or proceeding arising out of or relating to
this Warrant or the transactions contemplated hereby, and (b) that notice may be
served upon the Company at the address in Section 20 below and upon the
Warrantholder at the address for the Warrantholder set forth in the registry
maintained by the Company pursuant to Section 9 hereof. To the extent permitted
by applicable law, each of the Company and the Warrantholder hereby
unconditionally waives trial by jury in any civil legal action or proceeding
relating to the Warrant or the transactions contemplated hereby or
thereby.

     

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    17.           Binding
Effect.  This Warrant shall be binding upon any successors or
assigns of the Company.

     

    18.           Amendments.  This
Warrant may be amended and the observance of any term of this Warrant may be
waived only with the written consent of the Company and the
Warrantholder.

     

    19.           Prohibited
Actions.  The Company agrees that it will not take any action
which would entitle the Warrantholder to an adjustment of the Exercise Price if
the total number of shares of Common Stock issuable after such action upon
exercise of this Warrant, together with all shares of Common Stock then
outstanding and all shares of Common Stock then issuable upon the exercise of
all outstanding options, warrants, conversion and other rights, would exceed the
total number of shares of Common Stock then authorized by its
Charter.

     

    20.           Notices.  Any
notice, request, instruction or other document to be given hereunder by any
party to the other will be in writing and will be deemed to have been duly given
(a) on the date of delivery if delivered personally, or by facsimile, upon
confirmation of receipt, or (b) on the second business day following the
date of dispatch if delivered by a recognized next day courier
service.  All notices hereunder shall be delivered as set forth in
Item 8 of Schedule A hereto, or pursuant to such other instructions as
may be designated in writing by the party to receive such notice.

     

    21.           Entire
Agreement.  This Warrant, the forms attached hereto and
Schedule A hereto (the terms of which are incorporated by reference
herein), and the Letter Agreement (including all documents incorporated
therein), contain the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior and contemporaneous arrangements
or undertakings with respect thereto.

     

    [Remainder
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    [Form
of Notice of Exercise]

    Date:  ______________

     

    
      	
              TO:

            	
              PrivateBancorp,
      Inc.

            


    

     

    
      	
              RE:

            	
              Election
      to Purchase Common Stock

            


    

     

    The
undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby agrees to subscribe for and purchase the number of shares of the Common
Stock set forth below covered by such Warrant.  The undersigned, in
accordance with Section 3 of the Warrant, hereby agrees to pay the
aggregate Exercise Price for such shares of Common Stock in the manner set forth
below.  A new warrant evidencing the remaining shares of Common Stock
covered by such Warrant, but not yet subscribed for and purchased, if any,
should be issued in the name set forth below.

     

    
       

      
        
          
            
              
                
                  
                    	
                            Number
      of Shares of Common Stock

                          	 
      
	 
      	 
      
	
                            Method
      of Payment of Exercise Price (note if cashless exercise pursuant to
      Section 3(i) of the Warrant or cash exercise pursuant to
      Section 3(ii) of the Warrant, with consent of the 

                          
	Company
      and the Warrantholder)	 
      
	 	 
	
                            Aggregate
      Exercise Price:

                          	 
      


                  

                

              

            

          

        

      

       

      
         

        
          
            
              	 
      	
                      Holder:

                    	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

         

      

    

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by a duly authorized officer.

     

    Dated:  January
30, 2009

     

    
      
        
          
            	 	COMPANY:	 
	 	 	 
	 	 PRIVATEBANCORP,
      INC.	 
	 	 	 	 
	
                     

                  	
                    By:
      

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


          

           

           

          
            
              	 	Attest:	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/Meeghan
      O’Donnell	 
	 	 	Name:  Meeghan
      O’Donnell	 
	 	 	Title:  Assistant
      Corporate Secretary	 
	 	 	 	 


            

          

        

      

    

     

    


    
      
        
           


        

        
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    SCHEDULE A

     

    Item
1

    Name:  PrivateBancorp,
Inc.

    Corporate
or other organizational form:  Corporation

    Jurisdiction
of organization:  Delaware

     

    Item
2

    Exercise
Price:1 $28.35

     

    Item
3

    Issue
Date:  January 30, 2009

     

    Item
4

    Amount of
last dividend declared prior to the Issue Date:  A quarterly dividend
of $0.075 per share.

     

    Item
5

    Date of
Letter Agreement between the Company and the United States Department of the
Treasury:  January 30, 2009

     

    Item
6

    Number of
shares of Common Stock:  1,290,026

     

    Item
7

    Company’s
address:  120 S. LaSalle Street, Chicago, Illinois 60603

     

    Item
8

    Notice
information:  Mr. Larry D. Richman, Chief Executive Officer,
PrivateBancorp, Inc., 120 S. LaSalle Street, Chicago, Illinois
60603

     

    

      

    

    
      1 Initial
exercise price to be calculated based on the average of closing prices of the
Common Stock on the 20 trading days ending on the last trading day prior to the
date the Company’s application for participation in the Capital Purchase Program
was approved by the United States Department of the
Treasury.

       

    

     

    
      
        
        

      

      
        Schedule
A - Page 1