Subdebt Exhibit


    


    


    


    AMENDED
      AND RESTATED LOAN AND 

    SUBORDINATED
      DEBENTURE PURCHASE AGREEMENT

    


    


    between

    


    


    LaSalle
      Bank National Association

    


    and

    


    PrivateBancorp,
      Inc.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Dated
      as
      of September 29, 2005

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

    


     

    Page

    


     

    1. DEFINITIONS.

    1.1. Defined
      Terms

    1.2. Certain
      UCC and Accounting Terms; Interpretations

    1.3. Exhibits
      and Schedules Incorporated

     

    2. CREDIT
      FACILITIES.

    2.1. The
      Loans

    2.2. The
      Notes
      and the Subordinated Debenture

    2.3. Maturity
      Dates

    2.4. Collateral

    2.5. The
      Closing

    2.6. Interest
      Rates

    2.7. Payments

    2.8. Capital
      Adequacy

     

    3. DISBURSEMENTS.

    3.1. Initial
      and Subsequent Disbursements

    3.2. Conditions
      Precedent to Initial Disbursement; Related Delivery Obligations

    3.3. Conditions
      to All Disbursements; Renewals and Conversions

     

    4. GENERAL
      REPRESENTATIONS AND WARRANTIES

    4.1. Organization

    4.2. Stock
      of
      Subsidiaries

    4.3. Use
      of
      Proceeds.

    4.4. Financial
      Statements

    4.5. Title
      to
      Properties.

    4.6. Legal
      and
      Authorized

    4.7. No
      Defaults or Restrictions

    4.8. Governmental
      Consent

    4.9. Taxes

    4.10. Compliance
      with Law

    4.11. Employee
      Benefit Plans

    4.12. No
      Material Adverse Change

    4.13. Regulatory
      Enforcement Actions

    4.14. Hazardous
      Materials

    4.15. Pending
      Litigation

    4.16. Investment
      Company Act

    4.17. No
      Misstatement of Material Fact

    4.18. Subordination

    4.19. Representations
      and Warranties Generally

     

    5. GENERAL
      COVENANTS, CONDITIONS AND AGREEMENTS

    5.1. Negative
      Covenants

    5.2. Affirmative
      Covenants

     

    6. ADDITIONAL
      COVENANTS.

    6.1. Lender
      Expenses

    6.2. Subordinated
      Debt

     

    7. FINANCIAL
      COVENANTS.

    7.1. Capitalization

    7.2. Regulatory
      Capital

    7.3. Minimum
      Return on Average Assets

    7.4. Non-Performing
      Asset Ratio

     

    8. BORROWER’S
      DEFAULT.

    8.1. Borrower’s
      Defaults and Lender’s Remedies.

    8.2. Protective
      Advances

    8.3. Other
      Remedies

    8.4. No
      Lender
      Liability

    8.5. Lender’s
      Fees and Expenses

    8.6. Limitation
      on Remedies with Respect to Subordinated Debt

     

    9. MISCELLANEOUS.

    9.1. Release;
      Indemnification

    9.2. Assignment
      and Participation

    9.3. Prohibition
      on Assignment

    9.4. Time
      of
      the Essence

    9.5. No
      Waiver

    9.6. Severability

    9.7. Usury;
      Revival of Liabilities

    9.8. Notices

    9.9. Successors
      and Assigns

    9.10. No
      Joint
      Venture

    9.11. Brokerage
      Commissions

    9.12. Publicity

    9.13. Documentation

    9.14. Additional
      Assurances

    9.15. Entire
      Agreement

    9.16. Choice
      of
      Law

    9.17. Forum;
      Venue

    9.18. No
      Third
      Party Beneficiary

    9.19. Legal
      Tender of United States

    9.20. Captions;
      Counterparts

    9.21. Knowledge;
      Discretion

    9.22. Extension
      Notice and Sub Debt Approval Notice

    9.23. Acknowledgment
      of Indebtedness under 2000 Revolving Loan Agreement

    9.24. 2000
      Loan
      Agreement and 2000 Pledge and Security Agreement

    


    


    


    



    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBITS:

    


    A Form
      of
      Term Note

    B Form
      of
      Amended and Restated Revolving Note

    C Form
      of
      Subordinated Debenture

    D Form
      of
      Amended and Restated Pledge and Security Agreement

    E Form
      of
      Rate Election Notice

    F Form
      of
      Opinion of Borrower’s Counsel

    G Form
      of
      Quarterly Compliance Certificate

    H Form
      of
      Revolving Loan Maturity Date Extension Notice

    I Subordinated
      Debt Amount Sub Debt Approval Notice

    J Form
      of
      Collateral Safekeeping Agreement

    


    


    DISCLOSURE
      SCHEDULES:

    4.1 Subsidiaries

    4.2 Certain
      Subsidiary Matters

    4.9 Tax
      Matters

    


    


    



    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    AMENDED
      AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE
      AGREEMENT

     

    


     

    THIS
      AMENDED AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this
      “Agreement”)
      is
      dated as of September 29, 2005 and is made by and between PRIVATEBANCORP, INC.,
      a Delaware corporation (“Borrower”),
      and
      LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

     

    R
      E C I T A L S
      :

     

    A. Borrower
      is a bank holding company that owns 100% of the issued and outstanding capital
      stock of The PrivateBank and Trust Company, an Illinois state-chartered,
      non-member bank with its main office located in Chicago, Illinois (“PrivateBank”),
      The
      PrivateBank, a federal savings bank with its main office located in St. Louis,
      Missouri (“PrivateBank
      St. Louis”),
      and
      The PrivateBank, a Michigan state-chartered, non-member bank with its main
      office located in Bloomfield Hills, Michigan (“PrivateBank
      Michigan”).
      The
      banks identified in the immediately preceding sentence may be referred to herein
      collectively as the “Subsidiary
      Banks”
      and
      individually as a “Subsidiary
      Bank.”
      The
      issued and outstanding capital stock of PrivateBank, PrivateBank St. Louis
      and
      PrivateBank Michigan may be referred to as the “Pledged
      Subsidiary Bank Shares”.
      

     

    B. The
      Borrower and Lender are parties to that certain Loan Agreement, dated as of
      February 11, 2000, as amended, restated, supplemented or modified from time
      to
      time, including by the Fifth Amendment thereto dated as of December 1, 2004
      (the
“2000
      Loan Agreement”),
      pursuant to which Lender has extended a $40,000,000 revolving credit facility
      to
      Borrower (the “Outstanding
      Revolving Loan”),
      the
      repayment of which is secured by a pledge of the Pledged Subsidiary Bank Shares
      pursuant to that certain Pledge and Security Agreement, dated as of February
      11,
      2000 (as amended, restated, supplemented or modified from time to time, the
      “2000
      Pledge and Security Agreement”).
      Upon
      their execution and delivery at Closing (as defined below), this Agreement
      shall
      have the effect of amended and restating the 2000 Loan Agreement, and the Pledge
      Agreement (as defined below) shall have the effect of amending and restating
      the
      2000 Pledge and Security Agreement.

     

    C. Borrower
      has requested that Lender provide it with three credit facilities in the
      aggregate principal amount of $65,000,000 consisting of (a) a term loan (the
      “Term
      Loan”)
      in the
      principal amount of $250,000 (the “Term
      Loan Amount”),
      (b) a
      revolving line-of-credit (the “Revolving
      Loan”)
      in the
      principal amount of up to $39,750,000 (the “Revolving
      Loan Amount”)
      which
      shall replace the Outstanding Revolving Loan and (c) subordinated debt (the
      “Subordinated
      Debt”)
      in the
      principal amount of up to $25,000,000. The Term Loan and the Revolving Loan
      may
      be referred to collectively as the “Senior
      Loans”
      and the
      Senior Loans and the Subordinated Debt may be referred to collectively as the
      “Loans.”

     

    D. The
      proceeds from the Senior Loans and the proceeds of the Subordinated Debt shall
      be used by Borrower for working capital and other general corporate
      purposes.

     

    E. The
      Subordinated Debt is intended to qualify as Tier 2 capital under applicable
      rules and regulations promulgated by the Board of Governors of the Federal
      Reserve System (the “FRB”).

     

    F. Lender
      is
      willing to lend to Borrower up to an aggregate principal amount of $65,000,000
      under the Loans in accordance with the terms, subject to the conditions and
      in
      reliance on the recitals, representations, warranties, covenants and agreements
      set forth herein and in the other Loan Documents (as defined
      below).

     

    THEREFORE,
      in
      consideration of the mutual covenants, conditions and agreements herein
      contained, the parties hereto hereby agree as follows:

     

    A
      G R E E M E N T:

    1.  DEFINITIONS.

     

    1.1.  Defined
      Terms.
      The
      following capitalized terms generally used in this Agreement and in the other
      Loan Documents shall have the meanings defined or referenced below. Certain
      other capitalized terms used only in specific sections of this Agreement may
      be
      defined in such sections.

     

    “Affiliate(s)”
      means,
      with respect to any Person, such Person’s immediate family members, partners,
      members or parent and subsidiary corporations, and any other Person directly
      or
      indirectly controlling, controlled by, or under common control with, said
      Person, and their respective Affiliates, members, shareholders, directors,
      officers, employees, agents and representatives.

     

    “Agreed
      Upon Terms and Procedures”
      means
      the Agreed Upon Terms and Procedures relating to interest rates, interest and
      payments executed by Borrower on the date hereof as such may be amended,
      restated, supplemented or modified from time to time.

     

    “Assignee
      Lender”
      has the
      meaning ascribed to such term in Section
      9.2.

     

    “Average
      Total Assets”
      has the
      meaning ascribed to such term in Section
      7.3.

     

    “Bankruptcy
      Code”
      means
      the Bankruptcy Reform Act of 1978, as amended or recodified.

     

    “Base
      Rate”
      means
      that rate of interest (expressed as a percent per annum) equal to Lender’s
“base” or “prime” rate (which is not necessarily the lowest or most favorable
      rate of interest charged by Lender on commercial loans at any time) in effect
      from time to time, which means a base rate of interest established by Lender
      from time to time that serves as the basis upon which effective rates of
      interest are calculated for those loans making reference thereto. Any change
      in
      the rate of interest hereunder due to a change in the base or prime rate shall
      become effective on the date each change in the base or prime rate is announced
      by Lender.

     

    “Base
      Rate Tranche”
      means a
      Borrowing Tranche as to which the Base Rate is applicable.

     

    “BHB”
      means
      Bloomfield Hills Bancorp, Inc.

     

    “Borrower”
      has the
      meaning ascribed to such term in the preamble hereto.

     

    “Borrower’s
      Accountant”
      means
      Ernst & Young LLP,
      or such
      other nationally recognized firm of certified public accountants selected by
      Borrower as shall from time to time audit Borrower.

     

    “Borrower’s
      Liabilities”
      means
      Borrower’s obligations under this Agreement, the Term Note, the Revolving Note
      and any other Loan Documents (other than the principal, interest and other
      amounts payable under the Subordinated Debenture).

     

    “Borrowing
      Date”
      means
      the date any Borrowing Tranche is disbursed, renewed or converted (from a LIBO
      Tranche to a Base Rate Tranche or from a Base Rate Tranche to a LIBO
      Tranche).

     

    “Borrowing
      Tranche”
      means a
      disbursement of proceeds under any Loan pursuant to this Agreement and the
      Agreed Upon Terms and Procedures.

     

    “Business
      Day”
      means
      (a) for all purposes other than as covered by clause (b) hereof, a day of the
      week (but not a Saturday, Sunday or a legal holiday under the laws of the State
      of Illinois or any other day on which banking institutions located in Illinois
      are authorized or required by law or other governmental action to close) on
      which the Chicago, Illinois offices of Lender are open to the public for
      carrying on substantially all of Lender’s business functions and (b) with
      respect to determinations in connection with, and payments of principal and
      interest on any LIBO Rate Tranche, any day which is a Business Day described
      in
      clause (a) and which is also a day for trading by and between banks in U.S.
      dollar-denominated deposits in the London Interbank Eurodollar Market. Unless
      specifically referenced in this Agreement as a Business Day, all references
      to
“days” shall be to calendar days.

     

    “Closing”
      has the
      meaning ascribed to such term in Section
      2.5.

     

    “Closing
      Date”
      means
      September 29, 2005.

     

    “Code”
      shall
      mean the Internal Revenue Code of 1986, as amended or recodified.

     

    “Code
      Provisions”
      has the
      meaning ascribed to such term in Section
      8.1.1.16.

     

    “Collateral”
      means
      all the property (including all tangible and intangible property) in which
      the
      Collateral Documents grant (or purport to grant) Lender a security
      interest.

     

    “Collateral
      Documents”
      means
      the Pledge Agreement, the Collateral Safekeeping Agreement and such other
      certificates, documents, and instruments entered into or delivered in connection
      with or relating to the Collateral.

     

    “Collateral
      Safekeeping Agreement”
      means a
      Collateral Safekeeping Agreement dated as of the Closing Date among Borrower,
      Lender and LaSalle Bank Midwest, N.A., in the form attached as Exhibit
      J
      hereto
      (as amended, restated, supplemented or modified from time to time), pursuant
      to
      which the Pledged Subsidiary Bank Shares are held by a custodian.

     

    “Default
      Rate”
      has the
      meaning ascribed to such term in the Agreed Upon Terms and
      Procedures.

     

    “Disclosure
      Schedule”
      means,
      in aggregate, the disclosures contemplated herein as included in the Disclosure
      Schedule, which has been delivered in connection with the execution of this
      Agreement.

     

    “Equity
      Interest”
      means
      any and all shares, interests, participations or other equivalents (however
      designated) of capital stock of a corporation, any and all equivalent ownership
      interests in a Person which is not a corporation and any and all warrants,
      options or other rights to purchase any of the foregoing. 

     

    “ERISA”
      means
      the Employee Retirement Income Security Act of 1974, as amended or recodified.
      

     

    “Event
      of Default”
      has the
      meaning ascribed to such term in Section
      8.1.1.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended or recodified.

     

    “Extension
      Notice”
      means
      that certain written notice from Lender to Borrower substantially in the form
      of
Exhibit
      H
      hereto
      pursuant to which Lender indicates to Borrower that the necessary approvals
      have
      been received by Lender to extend the Revolving Loan Maturity Date to December
      31, 2006.

     

    “FDIC”
      means
      the Federal Deposit Insurance Corporation.

     

    “FDI
      Act”
      means
      the Federal Deposit Insurance Act, as amended or recodified.

     

    “Federal
      Reserve Notice”
      has the
      meaning ascribed to such term in Section
      8.6.

     

    “Financial
      Statements”
      has the
      meaning ascribed to such term in Section
      4.4.

     

    “FRB”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “GAAP”
      means
      generally accepted accounting principles in effect from time to time in the
      United States of America.

     

    “Governmental
      Agency(ies)”
      means,
      individually or collectively, any federal, state, county or local governmental
      department, commission, board, regulatory authority or agency including, without
      limitation, the FRB, the OTS, the MOFIS, the IDFPR and the FDIC. 

     

    “Hazardous
      Materials”
      means
      oil, flammable explosives, asbestos, urea formaldehyde insulation,
      polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or
      contaminated substances or similar materials, including, without limitation,
      any
      substances which are “hazardous substances,”“hazardous wastes,”“hazardous
      materials” or “toxic substances” under the Hazardous Materials Laws and/or other
      applicable environmental laws, ordinances or regulations.

     

    “Hazardous
      Materials Laws”
      mean
      any laws, regulations, permits, licenses or requirements pertaining to the
      protection, preservation, conservation or regulation of the environment which
      relates to real property, including, without limitation: the Clean Air Act,
      as
      amended, 42 U.S.C. Section
      7401
      et seq.;
      the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section
      1251
      et seq.;
      the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C.
Section
      6901
      et seq.;
      the Comprehensive Environment Response, Compensation and Liability Act of 1980,
      as amended (including the Superfund Amendments and Reauthorization Act of 1986),
      42 U.S.C. Section
      9601
      et seq.;
      the Toxic Substances Control Act, as amended, 15 U.S.C. Section
      2601
      et seq.;
      the Occupational Safety and Health Act, as amended, 29 U.S.C. Section
      651,
      the
      Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C.
Section
      11001
      et seq.;
      the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section
      801
      et seq.;
      the Safe Drinking Water Act, 42 U.S.C. Section
      300f
      et seq.;
      and all comparable state and local laws, laws of other jurisdictions or orders
      and regulations.

     

    “IDFPR”
      means
      the Illinois Department of Financial and Professional
      Representation.

     

    “Indebtedness”
      means
      and includes: (a) all items arising from the borrowing of money that, according
      to GAAP now in effect, would be included in determining total liabilities as
      shown on the consolidated balance sheet of Borrower or any Subsidiary; (b)
      all
      obligations secured by any lien in property owned by Borrower whether or not
      such obligations shall have been assumed; (c) all guaranties and similar
      contingent liabilities with respect to obligations of others; and (d) all other
      obligations (including, without limitation, letters of credit) evidencing
      obligations to others; provided, however, in the case of the Subsidiary Banks,
      Indebtedness shall not include deposits or other indebtedness incurred in the
      ordinary course of business and in accordance with safe and sound banking
      practices and applicable laws and regulations.

     

    “Indenture(s)”
      means,
      either collectively or individually, as applicable (a) that certain indenture
      dated as of
      February
      8, 2001,
      between
      Borrower and Wilmington Trust Company, as indenture trustee, (b) that certain
      indenture dated June 20, 2005, between Borrower and Wilmington Trust Company,
      and (c) that certain indenture dated May 12, 2004 between Borrower, as successor
      to BHB, and Wilmington Trust Company, as trustee.

     

    “Initial Disbursement”
      has the
      meaning ascribed to such term in Section
      3.1.

     

    “Instructions”
      means
      disbursement instructions given by Borrower to Lender specifying the manner
      in
      which proceeds of the Loans should be disbursed at Closing.

     

    “Interest
      Rate Floor Amount”
      means
      an interest rate amount equal to 3.50% per annum and, notwithstanding any other
      provision in this Agreement or any other Loan Document, shall represent the
      lowest level at which interest may accrue under any Loan.

     

    “Interest
      Rate Protection Agreement”
      means
      an interest rate swap, cap, collar or other hedging or derivative agreement,
      to
      which Lender or any Affiliate of Lender is the counterparty, intended to
      mitigate interest rate risk, along with any other related agreement or
      instrument executed in connection therewith.

     

    “Junior
      Subordinated Debentures”
      means,
      either collectively or individually, as applicable (a) the 9.50% junior
      subordinated debentures due 2030 issued by Borrower, (b) the fixed/floating
      rate
      junior subordinated debentures due 2035 issued by Borrower and (c) the floating
      rate junior subordinated debentures due 2034, issued by BHB, in each case
      pursuant to the applicable Indenture.

     

    “Lender”
      has the
      meaning ascribed to such term in the preamble hereto.

     

    “LIBO
      Rate”
      means
      that rate of interest equal to (a) the quotient of (i) the rate of interest,
      rounded upward, if necessary, to the nearest whole multiple of .0625% (1/16
      of
      1%), quoted by Lender as the London Inter-Bank Offered Rate for deposits in
      U.S.
      Dollars on the date, at approximately 11:00 a.m. London time, that is two
      Business Days prior to any applicable Borrowing Date for purposes of calculating
      effective rates of interest for Loans or obligations making reference thereto
      for an amount approximately equal to a LIBO Rate Tranche and for a period of
      time approximately equal to a LIBOR Period, divided by (ii) 100% minus the
      Reserve Percentage.

     

    “LIBO
      Rate Tranche”
      means a
      Borrowing Tranche as to which the LIBO Rate is applicable.

     

    “LIBOR
      Period”
      means a
      period of 90 days, plus or minus one or two days, with respect to a LIBO Rate
      Tranche; provided that no LIBOR Period shall extend beyond any Maturity
      Date.

     

    “Loans”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Loan
      Documents”
      means
      those documents and instruments (including, without limitation, all agreements,
      instruments and documents, including, without limitation, guaranties, mortgages,
      deeds of trust, pledges, powers of attorney, consents, assignments, contracts,
      notices and all other written matter heretofore, now and/or from time to time
      hereafter executed by and/or on behalf of Borrower in connection with this
      Agreement and the Loans) entered into or delivered in connection with or
      relating to the Loans, including the Collateral Documents and any other
      documents listed on the schedule of closing documents prepared in connection
      with the Closing. Loan Documents shall also include any Interest Rate Protection
      Agreement between Borrower and Lender.

     

    “Maturity
      Date”
      means
      any of the Term Loan Maturity Date, the Revolving Loan Maturity Date and/or
      the
      Subordinated Debt Maturity Date as the context may indicate.

     

    “MOFIS”
      means
      the Michigan Office of Financial and Insurance Services.

     

    “Nonperforming
      Assets”
      shall
      have the meaning ascribed to such term in Section
      7.4.

     

    “Notes”
      means
      the Term Note, the Revolving Note and the Subordinated Debenture each as
      amended, restated, supplemented or modified from time to time, and each note
      or
      debenture, as the case may be, delivered in substitution or exchange for any
      of
      such Notes and, where applicable, shall include the singular as well as the
      plural.

     

    “OTS”
      means
      the Office of Thrift Supervision.

     

    “Permitted
      Subsidiary Bank Indebtedness”
      means
      obligations incurred by any Subsidiary Bank in the ordinary course of business
      in such circumstances as may be incidental or usual in carrying on the banking
      or trust or mortgage business of a bank, thrift, trust company, or mortgage
      company incurred in accordance with applicable laws and regulations and safe
      and
      sound practices, including obligations incurred in connection with: (a) any
      deposits with or funds collected by such Subsidiary; (b) the endorsement of
      instruments for deposit or collection in the ordinary course of business, (c)
      any bankers acceptance credit of such Subsidiary; (d) any check, note,
      certificate of deposit, instrument, money or letter of credit issued by such
      Subsidiary; (e) any check, note, certificate of deposit, money order, traveler’s
      check, draft or bill of exchange issued, accepted or endorsed by such
      Subsidiary; (f) any discount with, borrowing from, or other obligation to,
      any
      Federal Reserve Bank; (g) any agreement made by such Subsidiary to purchase
      or
      repurchase securities, loans or Federal funds or any interest or participation
      in any thereof; (h) any guarantee or similar obligation incurred by such
      Subsidiary in the ordinary course of its banking or trust business; (i) any
      transaction in the nature of an extension of credit, whether in the form or
      a
      commitment or otherwise, undertaken by such Subsidiary for the account of a
      third party with the application of the same banking considerations and legal
      lending limits that would be applicable if the transaction were a loan to such
      party; (j) any transaction in which such Subsidiary acts solely in the
      fiduciary or agency capacity; and (k) other short-term liabilities similar
      to those enumerated in clauses (a) and (g) above, including United States
      Treasury tax and loan borrowings.

     

    “Person”
      means
      an individual, a corporation (whether or not for profit), a partnership, a
      limited liability company, a joint venture, an association, a trust, an
      unincorporated organization, a government or any department or agency thereof
      (including a Governmental Agency) or any other entity or
      organization.

     

    “Pledge
      Agreement”
      means
      an Amended and Restated Pledge and Security Agreement dated as of the Closing
      Date between Borrower and Lender in the form attached as Exhibit
      D
      hereto
      (as amended, restated, supplemented or modified from time to time), pursuant
      to
      which the Pledged Subsidiary Bank Shares are pledged to Lender. 

     

    “Pledged Subsidiary
      Bank Shares”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Potential
      Event of Default”
      means
      an event or circumstance that with the passage of time, the giving of notice
      or
      both could become an Event of Default.

     

    “PrivateBank”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “PrivateBank
      Michigan”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “PrivateBank
      St. Louis”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Rate
      Election Notice”
      means a
      properly completed notice in the form attached as Exhibit E
      hereto
      or a verbal notice conveyed to Lender in accordance with its disbursement
      procedures from time to time.

     

    “Reserve
      Percentage”
      means
      the percentage announced within Lender as the reserve percentage under
      Regulation D of the FRB for
      Loans
      and obligations making reference to a LIBO Rate for a LIBOR Period. The Reserve
      Percentage shall be based on Regulation D or other regulations from time to
      time
      in effect concerning reserves for Eurocurrency Liabilities as defined in
      Regulation D from related institutions as though Lender were in a net borrowing
      position, as promulgated by the FRB, or its successor.

     

    “Revolving
      Loan”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Revolving
      Loan Amount”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Revolving
      Loan Maturity Date"
      means
      December 1, 2005 until such time, if at all, as Lender delivers the Extension
      Notice to Borrower, whereupon the Revolving Loan Maturity Date shall be December
      31, 2006.

     

    “Revolving
      Note”
      means a
      promissory note in the form attached as Exhibit
      B
      hereto
      in the principal amount of the Revolving Loan Amount, as amended, restated,
      supplemented or modified from time to time and each note delivered in
      substitution or exchange for such note.

     

    “RICO
      Related Law”
      means
      the Racketeer Influenced and Corrupt Organizations Act of 1970 or any other
      federal, state or local law for which forfeiture of assets is a potential
      penalty.

     

    “SEC”
      means
      the Securities and Exchange Commission of the United States of
      America.

     

    “Senior
      Loans”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Sub
      Debt Approval Notice”
      means
      that certain written notice from Lender to Borrower substantially in the form
      attached as Exhibit
      I
      hereto
      pursuant to which Lender indicates to Borrower that the necessary approvals
      have
      been received by Lender to increase the Subordinated Debt Amount to $25,000,000;
      provided, however, that the Subordinated Debt Amount shall not so increase,
      and
      the Sub Debt Approval Notice shall be of no force and effect, until Lender
      receives to its satisfaction the deliveries from Borrower contemplated in
Sections
      3.2.10.2 and 3.2.10.3;

     

    “Sub
      Debt Approval Notice Date”
      means
      the date on which Borrower receives the Sub Debt Approval Notice from
      Borrower.

     

    “Sub
      Debt Funding Expiration Date”
      means
      December 31, 2006.

     

    “Subordinated
      Debt”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Subordinated
      Debt Amount”
      means
      $5,000,000 until such time, if at all, as Lender delivers the Sub Debt Approval
      Notice to Borrower, whereupon the Subordinated Debt Amount shall be
      $25,000,000.

     

    “Subordinated
      Debt Maturity Date”
      means
      December 31, 2016.

     

    “Subordinated
      Debenture”
      means a
      subordinated debenture note in the form attached as Exhibit
      C
      hereto
      in the principal amount of the Subordinated Debt Amount, as amended, restated,
      supplemented or modified from time to time and each debenture delivered in
      substitution or exchange for such subordinated debenture.

     

    “Subsidiary”
      means
      each Subsidiary Bank and any other corporation or other entity of which any
      Equity Interest is directly or indirectly owned by Borrower.

     

    “Subsidiary
      Bank”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Subsidiary
      Bank Shares”
      has the
      meaning ascribed to such term in Section 4.1.3.

     

    “Term
      Loan”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Term
      Loan Amount”
      has the
      meaning ascribed to such term in the recitals hereto.

     

    “Term
      Loan Maturity Date”
      means
      December 31, 2016.

     

    “Term
      Note”
      means a
      promissory note in the form attached as Exhibit
      A
      hereto
      in the principal amount of the Term Loan Amount, as amended, restated,
      supplemented or modified from time to time and each note delivered in
      substitution or exchange for such note.

     

    “Tier
      1 Capital”
      has the
      definition provided in, and shall be determined in accordance with, the rules
      and regulations of the FRB.

     

    “Tier
      2 Capital”
      has the
      definition provided in, and shall be determined in accordance with, the rules
      and regulations of the FRB.

     

    “Trust(s)”
      means,
      collectively or individually, as applicable (a) that certain Delaware statutory
      business trust known as “PrivateBancorp Capital Trust I,” which is maintained by
      Borrower in accordance with that certain Amended and Restated Trust Agreement
      dated as of February 8, 2001, (b) that certain Delaware statutory business
      trust
      known as “PrivateBancorp Statutory Trust II,” which is maintained by Borrower in
      accordance with that certain Amended and Restated Declaration of Trust dated
      June 20, 2005, and (c) that certain Delaware statutory business trust known
      as
“Bloomfield Hills Statutory Trust I,” which is maintained by Borrower, as
      successor to BHB, in accordance with that certain Amended and Restated
      Declaration of Trust dated May 12, 2004.

     

    “UCC”
      shall
      mean the Uniform Commercial Code as enacted in the State of Illinois, as amended
      or recodified.

     

    “Unaudited
      Financial Statements”
      shall
      have the meaning ascribed to such term in Section 4.4.

     

    1.2.  Certain
      UCC and Accounting Terms; Interpretations.
      Except
      as otherwise defined in this Agreement or the other Loan Documents, all words,
      terms and/or phrases used herein and therein shall be defined by the applicable
      definition therefore (if any) in the UCC. Notwithstanding the foregoing, any
      accounting terms used in this Agreement which are not specifically defined
      herein shall have the meaning customarily given to them in accordance with
      GAAP.
      Where the character or amount of any asset or liability or item of income or
      expense is required to be determined or any consolidation or other accounting
      computation is required to be made for the purposes of this Agreement, it shall
      be done in accordance with GAAP except where such principles are inconsistent
      with the specific provisions of this Agreement. The foregoing definitions are
      equally applicable to both the singular and plural forms of the terms defined.
      The words “hereof”, “herein” and “hereunder” and words of like import when used
      in this Agreement shall refer to this Agreement as a whole and not to any
      particular provision of this Agreement. The word “including” when used in this
      Agreement without the phrase “without limitation,” shall mean “including,
      without limitation.” All references to time of day herein are references to
      Chicago, Illinois time unless otherwise specifically provided. Any reference
      contained herein to attorneys’ fees and expenses shall be deemed to be
      reasonable fees and expenses of Lender’s outside counsel and of any other
      third-party experts or consultants engaged by Lender’s outside counsel on
      Lender’s behalf. All references to any Loan Document shall be deemed to be to
      such document as amended, modified or restated from time to time. With respect
      to any reference in this Agreement to any defined term, (a) if such defined
      term
      refers to a Person, then it shall also mean all heirs, legal representatives
      and
      permitted successors and assigns of such Person, and (b) if such defined term
      refers to a document, instrument or agreement, then it shall also include any
      replacement, extension or other modification thereof. 

     

    1.3.  Exhibits
      and Schedules Incorporated.
      All
      exhibits and schedules attached hereto or referenced herein, are hereby
      incorporated into this Agreement.

     

    2.  CREDIT
      FACILITIES.

     

    2.1.  The
      Loans.
      Lender
      agrees to extend to Borrower the following credit facilities in the aggregate
      principal amount of the sum of Term Loan Amount, the Revolving Loan Amount
      plus
      the Subordinated Debt Amount:

     

    2.1.1.  The
      Term Loan.
      Lender
      agrees to extend the Term Loan to Borrower in
      accordance with the terms of, and subject to the conditions set forth in, this
      Agreement, the Term Note and the other Loan Documents. An
      initial Borrowing Tranche in an amount equal to the entire principal amount
      of
      the Term Loan shall be borrowed on the Closing Date and, thereafter, such
      Borrowing Tranche may be converted or renewed from time to time in accordance
      with the terms and subject to the conditions set forth in this Agreement.
      Subject to Section
      2.6,
      the
      Interest Rate Floor Amount and any other conditions and limitations set forth
      in
      this Agreement, any Borrowing Tranche under the Term Loan shall be treated
      as,
      at Borrower’s election subject to and in accordance with the terms in this
      Agreement: (a) a
      LIBO
      Rate Tranche and shall bear interest per annum at a rate equal to 1.20% (120
      basis points) plus the LIBO Rate; or (b) a
      Base
      Rate Tranche and shall bear interest at a rate equal to the Base Rate.
The
      unpaid principal balance plus all accrued but unpaid interest on the Term Loan
      shall be due and payable on the Term Loan Maturity Date, or such earlier date
      on
      which such amount shall become due and payable on account of acceleration by
      Lender in accordance with the terms of the Term Note and this
      Agreement.

     

    2.1.2.  The
      Revolving Loan.
      Lender
      agrees to extend the Revolving Loan to Borrower in
      accordance with the terms of, and subject to the conditions set forth in, this
      Agreement, the Revolving Note and the other Loan Documents.
      An
      initial Borrowing Tranche under the Revolving Loan shall be borrowed on the
      Closing Date and, thereafter, any such Borrowing Tranche may be converted or
      renewed from time to time in accordance with the terms and subject to the
      conditions set forth in this Agreement. Subject to Section
      2.6,
      the
      Interest Rate Floor Amount and any other conditions and limitations set forth
      in
      this Agreement, any Borrowing Tranche under the Revolving Loan shall be treated
      as, at Borrower’s election subject to and in accordance with the terms in this
      Agreement: (a) a
      LIBO
      Rate Tranche and shall bear interest per annum at a rate equal to 1.20% (120
      basis points) plus the LIBO Rate; or (b) a Base Rate Tranche and shall bear
      interest at a rate equal to the Base Rate.
      The
      unpaid principal balance plus all accrued but unpaid interest on the Revolving
      Loan shall be due and payable on the Revolving Loan Maturity Date, or such
      earlier date on which such amount shall become due and payable on account of
      acceleration by Lender in accordance with the terms of the Revolving Note and
      this Agreement.

     

    2.1.3.  The
      Subordinated Debt.
      Lender
      agrees to extend the Subordinated Debt to Borrower in accordance with the terms
      of, and subject to the conditions set forth in, this Agreement, the Subordinated
      Debenture and the other Loan Documents. An initial Borrowing Tranche in an
      amount equal to the amount set forth in Section
      3.1
      shall be
      borrowed on the Closing Date and, thereafter, Borrower may request additional
      disbursements under the Subordinated Debt in accordance with the Agreement
      on or
      prior to the Sub Debt Funding Expiration Date; provided, however, in no event
      shall the principal amount outstanding under the Subordinated Debt exceed the
      Subordinated Debt Amount. Any Borrowing Tranche under the Subordinated Debt
      may
      be converted or renewed from time to time in accordance with the terms and
      subject to the conditions set forth in this Agreement. Subject to Section
      2.6
      and any
      other conditions and limitations set forth in this Agreement, any Borrowing
      Tranche under the Subordinated Debt shall be treated as,
      at
      Borrower’s election subject to and in accordance with the terms in this
      Agreement: (a) a
      LIBO
      Rate Tranche and shall bear interest per annum at a rate equal to 1.35% (135
      basis points) plus the LIBO Rate; or (b) a Base Rate Tranche and shall bear
      interest at a rate equal to the Base Rate.
      The
      unpaid principal balance plus all accrued but unpaid interest on the
      Subordinated Debt shall be due and payable on the Subordinated Debt Maturity
      Date, or such earlier date on which such amount shall become due and payable
      on
      account of acceleration by Lender in accordance with the terms of the
      Subordinated Debenture or this Agreement. 

     

    2.2.  The
      Notes and the Subordinated Debenture.
      The
      Loans shall be evidenced by the Term Note, the Revolving Note and the
      Subordinated Debenture.

     

    2.3.  Maturity
      Dates.
      On the
      Term Loan Maturity Date, all sums due and owing under this Agreement and the
      other Loan Documents with respect to the Term Loan shall be repaid in full.
      On
      the Revolving Loan Maturity Date, all sums due and owing under this Agreement
      and the other Loan Documents with respect to the Revolving Loan shall be repaid
      in full. On the Subordinated Debenture Maturity Date, all sums due and owing
      under this Agreement and the other Loan Documents with respect to the
      Subordinated Debenture shall be repaid in full. Borrower acknowledges and agrees
      that Lender has not made any commitments, either express or implied, to extend
      the terms of the Loans past their Maturity Dates, unless Borrower and Lender
      hereafter specifically
      otherwise agree in writing.

     

    2.4.  Collateral.
      The
      Borrower’s Liabilities shall be secured by the collateral pledged pursuant to
      the Pledge Agreement. Notwithstanding anything to the contrary in any Loan
      Document, the obligations of Borrower to Lender under the Subordinated Debenture
      shall be unsecured.

     

    2.5.  The
      Closing.
      The
      initial funding of the Loans (the “Closing”)
      will
      occur at the offices of Barack Ferrazzano, counsel to Lender, at 333 West Wacker
      Drive, Suite 2700, Chicago, Illinois at 9:30 a.m. on the Closing Date,
      or
      at such other place or time or on such other date as the parties hereto may
      agree, by disbursing the proceeds of the Loan in accordance with any
      Instructions received at least one Business Day prior to Closing.

     

    2.6.  Interest
      Rates.
      Borrower
      agrees that matters concerning the election, payment, application, accrual
      and
      computation of interest and interest rates shall be in accordance with the
      Agreed Upon Terms and Procedures agreed to, as executed, by
      Borrower.

     

    2.7.  Payments.
      Borrower
      agrees that matters concerning prepayments, payments and application of payments
      shall be in accordance with the Agreed Upon Terms and Procedures agreed to,
      as
      executed by, Borrower.

     

    2.8.  Capital
      Adequacy.
      If
      Lender shall reasonably determine that the application or adoption of any law,
      rule, regulation, directive, interpretation, treaty or guideline regarding
      capital adequacy, or any change therein or in the interpretation or
      administration thereof, whether or not having the force of law (including,
      without limitation, application of changes to Regulation H and Regulation Y
      of
      the FRB issued by the FRB on January 19, 1989 and regulations of the Comptroller
      of the Currency, Department of Treasury, 12 CFR Part 3, Appendix A, issued
      by
      the Comptroller of the Currency on January 27, 1989) increases the capital
      required or expected to be maintained by Lender or any person or entity
      controlling Lender, and such increase is based upon the existence of Lender’s
      obligations hereunder and under other commitments of this type, then, within
      10
      days after demand from Lender, Borrower shall pay to Lender, from time to time,
      such amount or amounts as will compensate Lender or such controlling person
      or
      entity, as the case may be, for such increased capital requirement. The
      determination of any amount to be paid by Borrower under this Section
      2.8
      shall
      take into consideration the policies of Lender or of any Person controlling
      Lender with respect to capital adequacy and shall be based upon any reasonable
      averaging, attribution and allocation methods. A certificate of Lender setting
      forth the amount or amounts as shall be necessary to compensate Lender as
      specified in this Section
      2.8
      shall be
      delivered to Borrower and shall be conclusive in the absence of manifest
      error.

     

    3.  DISBURSEMENTS. 

     

    3.1.  Initial
      and Subsequent Disbursements.
      At such
      time as all of the terms and conditions set forth in Section
      3.2
      have
      been satisfied by Borrower and Borrower has executed and delivered to Lender
      each of the Loan Documents and any other related documents in form and substance
      satisfactory to Lender, in its sole and absolute discretion, Lender shall
      disburse to Borrower an amount equal to $19,250,000 (the “Initial
      Disbursement”),
      representing a disbursement of $250,000 under the Term Loan, $14,000,000 under
      the Revolving Loan (all of which has previously been disbursed pursuant to
      the
      2000 Loan Agreement) and $5,000,000 under the Subordinated Debenture. In the
      event Borrower fails to satisfy such disbursement conditions, Borrower
      nevertheless shall pay all costs and expenses incurred by Lender in connection
      with the transactions contemplated herein promptly upon receipt of an invoice
      therefor from Lender.

     

    3.2.  Conditions
      Precedent to Initial Disbursement; Related Delivery
      Obligations.
      In
      conjunction with and as additional (but independent) supporting evidence for
      certain of the covenants, representations and warranties made by Borrower
      herein, prior to and as a condition of the Initial Disbursement, Borrower shall
      deliver or cause to be delivered to Lender each of the following, each of which
      shall be in form and substance satisfactory to Lender, in its sole and absolute
      discretion:

     

    3.2.1.  Searches.
      Such
      UCC, tax lien and judgment searches as Lender shall determine regarding Borrower
      and the Subsidiaries pertaining to the jurisdictions (a) in which Borrower
      and
      the Subsidiaries are organized and headquartered, and (b) in which the
      Collateral is located as determined pursuant to Article 9 of the
      UCC.

     

    3.2.2.  Loan
      Documents.
      The
      Loan Documents, including, without limitation, the Notes and, except as set
      forth in Section
      3.2.10,
      the
      Collateral Documents.

     

    3.2.3.  Pledged
      Securities. Except as
      set
      forth in Section
      3.2.10,
      the
      actual certificates representing all of the securities constituting the Pledged
      Stock (as defined in the Pledge Agreement) together with irrevocable stock
      powers for each such certificate endorsed by Borrower in blank. 

     

    3.2.4.  Authority
      Documents.
      Copies
      certified by the Secretary or an Assistant Secretary of Borrower of the Bylaws
      of Borrower and of PrivateBank, PrivateBank St. Louis and PrivateBank Michigan.
      Copies certified by the Secretary or an Assistant Secretary of Borrower of
      resolutions of the board of directors of Borrower authorizing the execution,
      delivery and performance (including the authority to pledge the Pledged Stock)
      of this Agreement, the Notes and the other Loan Documents. An incumbency
      certificate of the Secretary or an Assistant Secretary of Borrower certifying
      the names of the officer or officers of Borrower authorized to sign this
      Agreement, the Notes and the other documents provided for in this Agreement,
      together with a sample of the true signature of each such officer (Lender may
      conclusively rely on such certificate until formally advised by a like
      certificate of any changes therein).

     

    3.2.5.  Regulatory
      Consents.
      Copies
      certified by the Secretary or an Assistant Secretary of Borrower of all
      documents evidencing all necessary consents, approvals and determinations of
      any
      Governmental Agency with respect to the transactions contemplated in the Loan
      Documents and any other transactions between Lender and Borrower or any
      Subsidiary Bank.

     

    3.2.6.  Instructions.
      The
      Instructions.

     

    3.2.7.  Certain
      Costs of Lender.
      Payment
      of the costs and expenses incurred by Lender to date in connection with the
      transactions contemplated herein, such as Lender’s attorneys’ fees and expenses
      and other fees and expenses paid or payable to any other parties.

     

    3.2.8.  Other
      Requirements.
      Such
      other additional information regarding Borrower, any Subsidiary and their
      respective assets, liabilities (including any liabilities arising from, or
      relating to, legal proceedings) and contracts as Lender may require in its
      reasonable discretion.

     

    3.2.9.   Other
      Documents.
      Such
      other certificates, affidavits, schedules, resolutions, opinions, notes and/or
      other documents which are provided for hereunder or as Lender may reasonably
      request.

     

    3.2.10.  Certain
      Post-Closing Deliveries. 

     

    3.2.10.1.  Borrower
      shall execute and deliver the Collateral Safekeeping Agreement as soon as
      practicable following the Closing Date, but in no event later than October
      14,
      2005. Such delivery shall be accompanied by the actual certificates representing
      100% of the issued and outstanding common stock of PrivateBank Michigan together
      with irrevocable stock powers for each such certificate endorsed by Borrower
      in
      blank.

     

    3.2.10.2.  Borrower
      shall deliver the following to Lender on or before the Sub Debt Approval Notice
      Date: (a) copies certified by the appropriate secretary of state or Governmental
      Agency of (i) the certificate of incorporation of Borrower and (ii) the charter
      of each Subsidiary Bank; and (b) good standing certificates for (i) Borrower
      issued by the Secretary of State of the state in which it is organized and
      in
      which it is qualified to do business as a foreign corporation and (ii) each
      Subsidiary Bank issued by the IDFPR, OTS, MOFIS or any other applicable
      Governmental Agency, as the case may be. 

     

    3.2.10.3.  Borrower
      shall cause to be delivered to Lender on or before the Sub Debt Approval Notice
      Date an opinion of counsel of Borrower in substantially the form attached as
      Exhibit
      F
      hereto
      and otherwise satisfactory to Lender. 

     

    3.3.  Conditions
      to All Disbursements; Renewals and Conversions.
      Notwithstanding anything to the contrary contained herein, the continued
      performance, observance and compliance by Borrower of and with all of the
      covenants, conditions and agreements of Borrower contained herein (whether
      or
      not non-performance constitutes an Event of Default) and in the other Loan
      Documents shall be further conditions precedent to any disbursements of the
      proceeds under any Loan. In addition, Lender shall not be required to disburse
      proceeds under any Loan or to renew or convert any Borrowing Tranche at
      any
      time that any of the following are true:

     

    3.3.1.  Default.
      There
      exists an Event of Default or Potential Event of Default.

     

    3.3.2.  Sub
      Debt Funding Expiration Date.
      In the
      case of disbursements under the Subordinated Debt, the Borrowing Date therefor
      shall be on or before the Sub Debt Funding Expiration Date.

     

    3.3.3.  Legislation
      or Proceedings.
      Any
      legislation has been passed or any suit or other proceeding has been instituted
      the effect of which is to prohibit, enjoin (or to declare unlawful or improper)
      or otherwise adversely affect, in Lender’s sole and absolute judgment,
      Borrower’s performance of its obligations hereunder, or any litigation or
      governmental proceeding has been instituted or threatened against Borrower
      or
      any Subsidiary or any of their officers which, in the sole discretion of Lender,
      would materially adversely affect the financial condition or operations of
      Borrower or any Subsidiary.

     

    3.3.4.  Collateral.
      Lender
      has reasonable cause to believe that any Collateral might be subject to
      forfeiture under any RICO Related Law or any of the Collateral is subject to
      any
      pledge, lien, security interest, charge or encumbrance other than in favor
      of
      Lender.

     

    3.3.5.  Material
      Adverse Change.
      There
      has occurred, in Lender’s sole and complete discretion, a material adverse
      change in the financial condition or affairs of Borrower or any Subsidiary
      Bank
      since the date of the Borrower Financial Statements.

     

    3.3.6.  Representations
      and Warranties.
      Any
      representation or warranty of Borrower contained herein or any information
      set
      forth in the recitals hereto, shall not be true on and as of the date of any
      Borrowing Tranche, with the same effect as though such representations and
      warranties had been made, or such information had been presented, on and as
      of
      such date.

     

    3.3.7.  Approvals.
      All
      necessary or appropriate actions and proceedings have not been taken in
      connection with, or relating to, the transactions contemplated hereby and all
      documents incident thereto have not been completed and tendered for delivery,
      in
      substance and form satisfactory to Lender, including, without limitation, if
      appropriate in the opinion of Lender, Lender’s failure to have received evidence
      of all necessary approvals from Governmental Agencies.

     

    3.3.8.  Other
      Documents.
      Lender
      has not received in substance and form reasonably satisfactory to Lender, all
      certificates, affidavits, schedules, resolutions, opinions, notes, and/or other
      documents which are provided for hereunder or which it may reasonably
      request.

     

    Lender’s
      refusal to disburse any proceeds of the Loans on account of the provisions
      of
      this Section
      3.3
      shall
      not alter or diminish any of Borrower’s other obligations hereunder or otherwise
      prevent any breach or default of Borrower hereunder from becoming an Event
      of
      Default. Each Rate Election Notice submitted
      by Borrower hereunder shall constitute an affirmation that Borrower has
      performed, observed and complied with its covenants, conditions and agreements
      contained herein in all material respects and that all representations and
      warranties made by Borrower hereunder continue to be true and correct as of
      the
      date of such Rate Election Notice.

     

    4.  GENERAL
      REPRESENTATIONS AND WARRANTIES.
      Borrower hereby covenants, represents and warrants to Lender as
      follows: 

     

    4.1.  Organization.
      Each of
      the Borrower and its Subsidiaries: (a) is
      a duly organized and validly existing corporation or bank in good standing
      under
      the laws of the jurisdiction of its incorporation or formation; (b) has
      all requisite power and authority, corporate or otherwise, to own, operate
      and
      lease its properties and to carry on its business as now being conducted; and
      (c)
      is duly
      qualified as a foreign bank or corporation and in good standing in all states
      in
      which it is doing business, except where it is not required to qualify or where
      the failure to so qualify would not have a material adverse effect on the
      Borrower and its Subsidiaries taken as a whole. The Borrower has made payment
      of
      all franchise and similar taxes in the State of Delaware, and in all of the
      jurisdictions in which it is qualified to do business, and so far as such taxes
      are due and payable at the date of this Agreement. The Borrower does not have
      any Subsidiaries other than those set forth in Schedule
      4.1
      of the
      Disclosure Schedule.

     

    4.2.  Stock
      of Subsidiaries.
      All of
      the capital stock of each of the Borrower’s Subsidiaries has been duly
      authorized and validly issued, and is fully paid and nonassessable. Except
      as
      set forth in Schedule
      4.2
      of the
      Disclosure Schedule, the Borrower owns all of the issued and outstanding capital
      stock of each of its Subsidiaries free and clear of any claim, lien or other
      encumbrance, except for the security interests granted to Lender pursuant to
      the
      Pledge Agreement or as otherwise disclosed on the Borrower’s audited financial
      statements for its most recently ended fiscal year. 

     

    4.3.  Use
      of Proceeds.

     

    4.3.1.  The
      proceeds of the Loans shall be used by the Borrower for working capital and
      other general corporate purposes. 

     

    4.3.2.  The
      Borrower does not own any "margin security" as such term is defined in
      Regulation G of the FRB. The Borrower will not use any part of the proceeds
      of the Loans: (i) directly
      or indirectly to purchase or carry any security or reduce or retire any
      indebtedness originally incurred to purchase any such security within the
      meaning of Regulation G of the Board; or (ii) so
      as to involve the Borrower in a violation of Regulation T, U or X of
      the
      FRB.

     

    4.4.  Financial
      Statements.
      The
      Borrower has delivered to the Lender copies of its consolidated financial
      statements as of and for the year ending December 31, 2004, and as of
      and
      for the six months ending June  30, 2005, audited in the case of the
      Borrower’s year end financial statements by the Borrower’s certified public
      accountants (the "Financial
      Statements").
      The
      Financial Statements are true and correct in all material respects, are in
      accordance with the respective books of account and records of the Borrower
      and
      have been prepared in accordance with GAAP, or applicable banking rules and
      regulations, as the case may be, applied on a basis consistent with prior
      periods, and fairly and accurately present the consolidated financial condition
      of the Borrower and its Subsidiaries and its and their respective assets and
      liabilities and results of operations as of such date. Since December 31,
      2004, there has been no material adverse change in the financial condition,
      or
      operations of the Borrower and its Subsidiaries taken as a whole. The Financial
      Statements contain and reflect provisions for taxes, reserves and other
      liabilities of the Borrower and each of its Subsidiaries in accordance with
      GAAP
      or applicable banking rules and regulations, as the case may be.

     

    4.5.  Title
      to Properties.

     

    4.5.1.  The
      Borrower and its Subsidiaries have good and marketable fee title to all real
      property, and good and marketable title to all other property and assets
      reflected in the latest balance sheet included as part of the Financial
      Statements or purported to have been acquired by the Borrower or its
      Subsidiaries subsequent to such date, except property and assets sold or
      otherwise disposed of subsequent to the date of such balance sheet in the
      ordinary course of business. Except as disclosed in the Financial Statements,
      all material property and assets of any kind (real or personal, tangible or
      intangible) of the Borrower and each of its Subsidiaries are free from any
      material liens, encumbrances or defects in title.

     

    4.5.2.  Except
      as
      disclosed in the Financial Statements, none of the assets or property the value
      of which is reflected in the latest balance sheet that is included as part
      of
      the Financial Statements is held by the Borrower or any of its Subsidiaries
      as
      lessee under any lease, or as conditional vendee under any conditional sales
      contract or other title retention agreement. The Borrower and each of its
      Subsidiaries enjoy peaceful and undisturbed possession under all of the material
      leases under which they are operating, all of which permit the customary
      operations of the Borrower and each of its Subsidiaries. None of such leases
      is
      in material default and no event has occurred which with the passage of time
      or
      the giving of notice, or both, would constitute a material default under any
      such lease.

     

    4.6.  Legal
      and Authorized.
      The
      borrowing of the maximum principal amounts of the Loans, the execution and
      performance of this Agreement, the Note, the Pledge Agreement and the other
      Loan
      Documents and compliance by the Borrower with all of the provisions of this
      Agreement and of the other Loan Documents are within the corporate powers of
      the
      Borrower. Each of this Agreement, the Note, the Pledge Agreement and the other
      Loan Documents has been duly authorized, executed and delivered and is the
      legal, valid and binding obligation of the Borrower, and is enforceable in
      accordance with its respective terms, except as such enforcement may be limited
      by bankruptcy, insolvency, reorganization or other laws and subject to general
      principles of equity.

     

    4.7.  No
      Defaults or Restrictions.
      Neither
      the execution, delivery or performance by the Borrower of any of the Loan
      Documents, nor compliance by it with the terms and provisions hereof or thereof:
      (a) will
      contravene any provision of any law, statute, rule or regulation or any order,
      writ, injunction or decree of any court or governmental instrumentality;
      (b) will
      conflict with or result in any breach of any of the terms, covenants, conditions
      or provisions of, or constitute a default under, or result in the creation
      or
      imposition of (or the obligation to create or impose) any lien upon any of
      the
      property or assets of the Borrower or any of its Subsidiaries pursuant to the
      terms of any indenture, mortgage, deed of trust, credit agreement, loan
      agreement or any other agreement, contract or instrument to which the Borrower
      or any of its Subsidiaries is a party or by which it or any of its property
      or
      assets is bound or to which it may be subject; or (c) will
      violate any provision of the certificate of incorporation or bylaws of the
      Borrower or the organizational documents, charter or bylaws of any of its
      Subsidiaries. Neither the Borrower nor any of its Subsidiaries is in material
      default in the performance, observance or fulfillment of any of the terms,
      obligations, covenants, conditions or provisions contained in any indenture
      or
      other agreement creating, evidencing or securing indebtedness of any kind or
      pursuant to which any such indebtedness is issued, or other agreement or
      instrument to which the Borrower or any of its Subsidiaries is a party or by
      which it or its properties may be bound or affected, which would have a material
      adverse effect on the financial condition and operations of the Borrower and
      its
      Subsidiaries taken as a whole.

     

    4.8.  Governmental
      Consent.
      No
      order, consent, approval, license, authorization or validation of, or filing,
      recording or registration with (except as have been obtained or made prior
      to
      the date of this Agreement), or exemption by, any governmental or public body
      or
      authority, or any subdivision thereof, is required to authorize, or is required
      in connection with: (a) the
      execution, delivery and performance by the Borrower of this Agreement, the
      Note,
      the Pledge Agreement or any of the other Loan Documents; or (b) the
      legality, validity, binding effect or enforceability of any of the Loan
      Documents.

     

    4.9.  Taxes.
      Each of
      the Borrower and its Subsidiaries has filed and will continue to file all tax
      returns required to be filed by it and has paid and will pay all income taxes
      payable by it which have become due pursuant to such tax returns and all other
      taxes and assessments payable by it which have become due, other than those
      not
      yet delinquent and except for those contested in good faith and for which
      adequate reserves have been established. Each of the Borrower and its
      Subsidiaries has paid, or has provided adequate reserves (in the good faith
      judgment of the management of the Borrower) for the payment of, all federal
      and
      state income taxes applicable for all prior fiscal years and for the current
      fiscal year to the date hereof. Except as set forth in Schedule
      4.9
      of the
      Disclosure Schedule, the Borrower has no knowledge of any audit, assessment
      or
      other proposed action or inquiry of the Internal Revenue Service or any other
      taxing authority with respect to any tax liability of the Borrower or any of
      its
      Subsidiaries.

     

    4.10.  Compliance
      with Law.
      Each of
      the Borrower and its Subsidiaries is and will continue to be in material
      compliance with all applicable statutes, regulations and orders of, and all
      applicable material restrictions imposed by, all governmental bodies, domestic
      or foreign, in respect of the conduct of its business and the ownership of
      its
      property (including applicable statutes, regulations, orders and restrictions
      relating to environmental standards and controls), except such noncompliance
      as
      would not, in the aggregate, have a material adverse effect on the business,
      operations or condition (financial or otherwise) of the Borrower and its
      Subsidiaries taken as a whole.

     

    4.11.  Employee
      Benefit Plans.
      All
      employee benefit plans, as defined in Section 3(3) of ERISA, established
      or
      maintained by the Borrower or any of its Subsidiaries or to which any of them
      contributes, are in compliance in all material respects with all applicable
      requirements of ERISA, and are in compliance in all material respects with
      all
      applicable requirements (including qualification and non-discrimination
      requirements in effect) of the Code, for obtaining the tax benefits the Code
      thereupon permits with respect to such employee benefit plans. For purposes
      of
      this Section, non-compliance with the Code and ERISA is material if such
      non-compliance would reasonably be expected to have a material adverse effect
      on
      the financial condition, assets or business of the Borrower and its Subsidiaries
      taken as a whole. No such employee benefit plan has, or at the time of any
      Loan
      will have, any amount of unfunded benefit liabilities (as defined in
      Section 4001(a)(18) of ERISA) for which the Borrower or any of its
      Subsidiaries would be liable to any Person under Title IV of ERISA if any such
      employee benefit plan were terminated as of the date hereof or as of the date
      of
      such Loan, which amounts would be material to the Borrower or any of its
      Subsidiaries. Such employee benefit plans are funded in accordance with
      Section 412 of the Code (if applicable). There would be no obligations
      which would be material to the Borrower or any of its Subsidiaries under Title
      IV of ERISA relating to any such employee benefit plan that is a multi-employer
      plan if any such plan were terminated or if the Borrower or any of its
      Subsidiaries withdrew from any such plan as of the date hereof or as of the
      date
      of any Loan.

     

    4.12.  No
      Material Adverse Change.
      Since
      December 31, 2004, none of the business, operations, properties or assets of
      the
      Borrower and its Subsidiaries taken as a whole has been materially and adversely
      affected in any way as the result of any act or event, including fire,
      explosion, accident, act of God, strike, lockout, flood, drought, storm,
      earthquake, combination of workers or other labor disturbance, riot, activity
      of
      armed forces or of the public enemy, embargo, or nationalization, condemnation,
      requisition or taking of property, or cancellation or modification of contracts,
      by any domestic or foreign government or any instrumentality or agency
      thereof.

     

    4.13.  Regulatory
      Enforcement Actions.
      Neither
      the Borrower nor any of its Subsidiaries, nor any of the officers or directors
      or any of them, is now operating under any restrictions, agreements, memoranda,
      or commitments (other than restrictions of general application) imposed by
      any
      Governmental Agency, nor are any such restrictions to the knowledge of the
      Borrower threatened or agreements, memoranda or commitments being sought by
      any
      Governmental Agency.

     

    4.14.  Hazardous
      Materials.
      Neither
      the Borrower nor any of its Subsidiaries is in material violation of any
      applicable statute, regulation, ordinance or policy of any governmental entity
      relating to the ecology, human health, safety or the environment and no
      Hazardous Material is located on any real property owned or leased by the
      Borrower or any of its Subsidiaries or has been discharged from or to, or
      penetrated into, any real property (or surface or subsurface rivers or streams
      crossing or adjoining any real property) owned or leased by the Borrower or
      any
      of its Subsidiaries or the aquifer underlying any real property owned or leased
      by the Borrower or any of its Subsidiaries. 

     

    4.15.  Pending
      Litigation.
      There
      are no actions, suits, proceedings or written agreements pending, or, to the
      best knowledge of the Borrower, threatened or proposed, against the Borrower
      or
      any of its Subsidiaries at law or in equity or before or by any federal, state,
      municipal, or other governmental department, commission, board, or other
      administrative agency, domestic or foreign that if adversely determined would
      have a material adverse effect on the Borrower and its Subsidiaries taken as
      a
      whole; and none of the Borrower nor any of its Subsidiaries is in default with
      respect to any material order, writ, injunction, or decree of, or any written
      agreement with, any court, commission, board or agency, domestic or
      foreign.

     

    4.16.  Investment
      Company Act.
      None of
      the Borrower or any of its Subsidiaries is an "investment company" or a company
      "controlled" by an "investment company," within the meaning of the Investment
      Company Act of 1940, as amended.

     

    4.17.  No
      Misstatement of Material Fact.
      No
      information, exhibit, report or document furnished by the Borrower to the Lender
      in connection with the negotiation or execution of this Agreement or any of
      the
      other Loan Documents contained any material misstatement of fact or omitted
      to
      state a material fact or any fact necessary to make the statements contained
      therein not misleading, all as of the date when furnished to the
      Lender.

     

    4.18.  Subordination.
      The
      Junior Subordinated Debentures are expressly subordinate and junior in all
      respects (including, without limitation, with respect to the right of payment)
      to the Loans to the extent provided in the applicable Indenture. The Loans
      constitute “Senior Indebtedness” as defined in each Indenture.

     

    4.19.  Representations
      and Warranties Generally.
      The
      representations and warranties set forth in this Agreement or in any other
      Loan
      Document will be true and correct on the date of this Agreement and as otherwise
      provided herein with the same force and effect as if made on each such date.
      All
      representations, warranties, covenants and agreements made in this Agreement
      or
      in any certificate or other document delivered to Lender by or on behalf of
      Borrower pursuant to or in connection with this Agreement shall be deemed to
      have been relied upon by Lender notwithstanding Lender’s review of any documents
      or materials delivered by Borrower to Lender pursuant to the terms hereof and
      notwithstanding any investigation heretofore or hereafter made by Lender or
      on
      its behalf (and Borrower hereby acknowledges such reliance by Lender in making
      the Loans and all disbursements thereunder) and, furthermore, shall survive
      the
      making of any or all of the disbursements of proceeds under the Loans and
      continue in full force and effect as long as there remains unperformed any
      obligations to Lender hereunder or under any of the other Loan
      Documents.

     

    5.  GENERAL
      COVENANTS, CONDITIONS AND AGREEMENTS.
      Borrower hereby further covenants and agrees with Lender as
      follows:

     

    5.1.  Negative
      Covenants.
      The
      Borrower agrees that until it satisfies all of its obligations to the Lender,
      including its obligations to pay in full all principal, interest and other
      amounts due in accordance with the terms of this Agreement, the Note, the Pledge
      Agreement and the other Loan Documents, it shall not take any of the actions
      set
      forth below in this Section
      5.1,
      nor
      permit any of its Subsidiaries to take any of the following actions, without
      the
      prior written consent of the Lender, which consent shall not be unreasonably
      withheld.

     

    5.1.1.  Incur
      Indebtedness.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary to
      create, assume, incur, have outstanding, or in any manner become liable in
      respect of any Indebtedness other than that represented by this Agreement and
      the Notes;
      provided, however, that the foregoing shall not restrict nor operate to
      prevent:

     

    5.1.1.1.  the
      obligations of the Borrower owing to the Lender and other indebtedness and
      obligations of the Borrower or any of its Subsidiaries from time to time owing
      to the Lender;

     

    5.1.1.2.  Permitted
      Subsidiary Bank Indebtedness;

     

    5.1.1.3.  Subject
      to Section
      5.1.1.4,
      any
      indebtedness of the Borrower solely to any of its Subsidiaries, any indebtedness
      of any of the Borrower’s Subsidiaries solely to the Borrower and any
      indebtedness of any of the Borrower’s Subsidiaries solely to each
      other;

     

    5.1.1.4.  unsecured
      subordinated indebtedness that ranks junior to, or on parity with, the
      Subordinated Debt in all respects,
      including, without limitation, as may be issued in connection with trust
      preferred securities caused to be issued by Borrower;

     

    5.1.1.5.  purchase
      money indebtedness and capitalized lease obligations secured by liens permitted
      hereby; and

     

    5.1.1.6.  unsecured
      indebtedness not otherwise permitted under this Section 5.1.1
      in an
      aggregate amount not to exceed $20,000,000 outstanding at any time.


     

    5.1.2.  Encumbrances.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary to
      directly or indirectly create, assume, incur, suffer or permit to exist any
      pledge, encumbrance, security interest, assignment, lien or charge of any kind
      or character on any of its assets, excepting only liens existing on the date
      hereof as shown on the Financial Statements; provided,
      however, that the foregoing shall not restrict nor operate to
      prevent:

     

    5.1.2.1.  liens
      arising by statute in connection with worker’s compensation, unemployment
      insurance, old age benefits, social security obligations, taxes, assessments,
      statutory obligations or other similar charges, good faith cash deposits in
      connection with tenders, contracts or leases to which the Borrower or any of
      its
      Subsidiaries is a party or other cash deposits in any such foregoing case that
      is required to be made in the ordinary course of business, provided in each
      case
      that the obligation is not for borrowed money and that the obligation secured
      is
      not overdue or, if overdue, is being contested in good faith by appropriate
      proceedings which prevent enforcement of the matter under contest and adequate
      reserves have been established therefor;

     

    5.1.2.2.  mechanics’,
      workmen’s, materialmen’s, landlords’, carriers’, or other similar liens arising
      in the ordinary course of business with respect to obligations which are not
      due
      or which are being contested in good faith by appropriate proceedings which
      prevent enforcement of the matter under contest;

     

    5.1.2.3.  the
      pledge of assets for the purpose of securing an appeal, stay or discharge in
      the
      course of any legal proceeding, provided that the aggregate amount of
      liabilities of the Borrower and its Subsidiaries secured by a pledge of assets
      permitted under this subsection, including interest and penalties thereon,
      if
      any, shall not be in excess of $10,000,000 at any one time
      outstanding;

     

    5.1.2.4.  liens,
      charges and encumbrances incidental to the conduct of the business of the
      Subsidiary Banks incurred in the ordinary course of business and not in
      connection with the borrowing of money, and liens securing Permitted Subsidiary
      Bank Indebtedness in the ordinary course of business;

     

    5.1.2.5.  liens
      on
      property of the Borrower or any of its Subsidiaries created solely for the
      purpose of securing indebtedness permitted by Section
      5.1.1.5,
      representing or incurred to finance, refinance or refund the purchase price
      of
      property, provided that no such lien shall extend to or cover other property
      of
      the Borrower or such Subsidiary other than the respective property so acquired,
      and the principal amount of indebtedness secured by any such lien shall at
      no
      time exceed the original purchase price of such property;

     

    5.1.2.6.  liens
      to
      secure public funds or other pledges of funds required by law to secure
      deposits;

     

    5.1.2.7.  repurchase
      agreements, reverse repurchase agreements and other similar transactions entered
      into by any Subsidiary Bank in the ordinary course of its banking or trust
      business; and

     

    5.1.2.8.  utility
      easements, building restrictions and such other encumbrances or charges against
      real property as are of a nature generally existing with respect to properties
      of a similar character and which do not in any material way affect the
      marketability of the same or interfere with the use thereof in the business
      of
      the Borrower or its Subsidiaries.

     

    5.1.3.  Certain
      Business Activities.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary to engage
      in any business or activity not permitted by all applicable laws and
      regulations.

     

    5.1.4.  Mergers
      and Consolidations; Sale of Assets.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary (a)
      to
      merge into or consolidate with or into any other person, firm or corporation,
      provided, however, any such merger or consolidation shall be permitted so long
      as the surviving entity is a wholly owned Subsidiary and such merger or
      consolidation would not have a material adverse effect on the financial
      condition or operations of the Borrower and its Subsidiaries taken as a whole,
      or (b) dispose of by sale, lease or otherwise property or assets now owned
      or
      hereafter acquired, other than in the ordinary course of business. 

     

    5.1.5.  Loans.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary to make
      any loans or advances whether secured or unsecured to any Person other than
      (a)
      loans or advances made in the ordinary course of its business and in accordance
      with applicable laws and regulations and safe and sound business practices,
      (b)
      the loans made by the Trusts to Borrower (in the aggregate principal amount
      of
      $78,000,000) evidenced by the corresponding Junior Subordinated Debentures,
      and
      (c) any other loan made to Borrower by a trust that has been established by
      Borrower in connection with any trust preferred securities caused to be issued
      by, or reflected in the consolidated financial statements of, Borrower, so
      long
      as the indebtedness of Borrower evidencing such loan is junior to or on parity
      with the Subordinated Debt in all respects. 

     

    5.1.6.  Investments.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary to
      acquire the capital stock, assets or obligations of or any interest in another
      corporation, partnership, trust, limited liability company or any other entity
      except where such acquisition would not, when considered as of the date of
      such
      acquisition, have a material adverse effect on the financial condition or
      operations of the Borrower and its Subsidiaries taken as a whole.

     

    5.1.7.  Redemption
      of Capital Stock.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary to redeem
      any of its capital stock or otherwise change its capital structure where the
      same would result in a material adverse effect on the Borrower and its
      Subsidiaries taken as a whole.

     

    5.1.8.  Unsafe
      and Unsound Practices.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary to engage
      in any unsafe or unsound business practice that would reasonably be expected
      to
      have a material adverse effect upon the Borrower and its Subsidiaries taken
      as a
      whole.

     

    5.1.9.  Compliance
      with Loan Documents.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary to breach
      or fail to perform or observe any of the material terms and conditions of this
      Agreement, the Notes, the Pledge Agreement or any other document or agreement
      entered into or delivered in connection with, or relating to, the
      Loans.

     

    5.1.10.  Compliance
      with Laws.
      Borrower shall not, nor shall it cause, permit or allow any Subsidiary to commit
      any material violation of any law or regulation, or any condition imposed by
      or
      undertaking provided to any Government Agency which would result in a material
      adverse effect on the Borrower and its Subsidiaries taken as a
      whole.

     

    5.1.11.  USA
      Patriot Act Matters.
      Borrower shall not, nor shall it permit, cause or allow, any Subsidiary to
      (a)
      be or become subject at any time to any law, regulation, or list of any
      Government Agency (including, without limitation, the U.S. Office of Foreign
      Asset Control list) that prohibits or limits the Lender from making any advance
      or extension of credit to the Borrower or from otherwise conducting business
      with the Borrower, or (b) fail to provide documentary or other evidence of
      the
      Borrower’s identity as may be requested by the Lender at any time to enable the
      Lender to verify the Borrower’s identity or to comply with any applicable law or
      regulation, including, without limitation, Section 326 of the USA Patriot Act
      of
      2001, 31 U.S.C. Section 5318.

     

    5.2.  Affirmative
      Covenants.
      The
      Borrower agrees that until it satisfies all of its obligations to the Lender,
      including its obligations to pay in full all principal, interest and other
      amounts due in accordance with the terms of this Agreement, the Note, the Pledge
      Agreement and the other Loan Documents, it shall perform the covenants set
      forth
      below in this Section
      5.2.

     

    5.2.1.  Reporting.
      Borrower shall furnish and deliver to the Lender:

     

    5.2.1.1.  as
      soon
      as practicable, and in no event later than 45 days after the end of each of
      the
      first three calendar quarterly periods of the Borrower a copy of: (a) the
      Borrower’s balance sheet at the end of such quarter, and the Borrower’s income
      statement and statements of changes in financial position and cash flow for
      the
      three months then ended, with all supporting schedules, prepared on a
      consolidated basis in accordance with GAAP consistently applied and signed
      by
      the Chief Financial Officer of the Borrower; and (b) all financial statements,
      including all Call Reports, filed by any of the Subsidiary Banks;

     

    5.2.1.2.  as
      soon
      as practicable, and in no event later than 90 days after the end of each
      calendar year, a copy of: (a) the Borrower’s consolidated balance sheet as of
      the end of such year and the Borrower’s consolidated income, changes in
      financial position and cash flow statements for the year then ended audited
      by
      Borrower’s Accountant and accompanied by an unqualified opinion; and (b) all
      financial statements and reports, including Call Reports and annual reports,
      filed annually by any of the Subsidiary Banks with any state or federal bank
      regulatory authority;

     

    5.2.1.3.  promptly
      after receiving knowledge thereof, notice in writing of all charges,
      assessments, actions, suits and proceedings (as well as notice of the outcome
      of
      any such charges, assessments, actions, suits and proceedings) that are proposed
      or initiated by, or brought before, any court or Governmental Agency, in
      connection with the Borrower or any of its Subsidiaries, other than ordinary
      course of business litigation not involving the FRB, the FDIC, the OTS, the
      MOFIS, the IDFPR or any other Government Agency, which, if adversely decided,
      would not have a material effect on the financial condition or operations of
      the
      Borrower and its Subsidiaries taken as a whole; 

     

    5.2.1.4.  promptly
      after the occurrence thereof, notice of any other matter which has resulted
      in a
      materially adverse change in the financial condition or operations of the
      Borrower and its Subsidiaries taken as a whole;

     

    5.2.1.5.  at
      the
      same time as the quarterly financial reports referred to in Section
      5.2.1.1,
      a
      quarterly compliance certificate in the form attached as Exhibit
      G
      hereto,
      which certificate shall state that (a) Borrower is in compliance in
      all
      material respects with all covenants contained in this Agreement, (b) that
      no Potential Event of Default or Event of Default has occurred or is continuing,
      or, if there is any such event, describing such event, the steps, if any, that
      are being taken to cure it, and the time within which such cure will occur
      and
      (c) all representations and warranties made by Borrower herein continue to
      be
      true as of the date of such certificate. Such quarterly compliance certificate
      shall be signed by the Chief Executive Officer, President or Chief Financial
      Officer of Borrower and shall also contain, in a form and with such specificity
      as is reasonably satisfactory to Lender, a computation of the financial
      covenants set forth in Article
      7
      hereof
      and such additional information as Lender shall have reasonably requested by
      Borrower prior to the submission thereof;
      and

     

    5.2.1.6.  to
      the
      extent permitted by law, promptly after same are available, copies of each
      annual report, proxy or financial statement or other report or communication
      sent by Borrower or any Subsidiary to the shareholders of Borrower. Promptly
      following Lender’s written request therefor, one copy of each written audit
      report submitted to Borrower by Borrower’s Accountant (or such audit reports
      that are so requested by Lender).

     

    5.2.2.  Payment
      of Taxes.
      Borrower shall promptly pay and discharge all taxes, assessments and other
      governmental charges imposed upon the Borrower or any of its Subsidiaries,
      upon
      the income, profits, or property of the Borrower or any of its Subsidiaries,
      and
      all claims for labor, material or supplies which, if unpaid, might by law become
      a lien or charge upon the property of the Borrower or any of its Subsidiaries;
      provided, however, that
      the
      Borrower shall not be required to pay any such tax, assessment, charge or claim,
      so long as the validity thereof is being contested in good faith by appropriate
      proceedings, and reserves therefor are maintained on the books of the Borrower
      or any of its Subsidiaries, as the case may be.

     

    5.2.3.  Corporate
      Existence.
      Borrower shall maintain its own corporate existence and good standing and that
      of each of its Subsidiaries in all jurisdictions in which it or they are doing
      business, except where the failure to so qualify would not have a material
      adverse effect on the Borrower and its Subsidiaries taken as a
      whole.

     

    5.2.4.  Insurance.
      Borrower shall maintain bonds and insurance for it and each of its Subsidiaries
      with responsible and reputable insurance companies or associations in such
      amounts and covering such risk as is usually carried by owners of similar
      businesses and properties in the same general area in which the Borrower
      operates.

     

    5.2.5.  Filings
      with Governmental Agencies.
      Borrower shall file or cause to be filed in a timely manner all filings of
      it
      and each of its Subsidiaries with all Governmental Agencies and cause such
      filings to be true and correct in all material respects.

     

    5.2.6.  Books
      and Records.
      Borrower shall maintain or cause to be maintained its books, accounts and
      records and those of each of its Subsidiaries in the usual, regular and ordinary
      manner, on a basis consistent with prior years and in material compliance with
      any legal requirements.

     

    5.2.7.  Compliance
      with Laws.
      Borrower shall comply and cause each of its Subsidiaries to comply with each
      federal, state, local, municipal, foreign, international or other administrative
      order, law, ordinance, principle of common law, regulation or statute applicable
      to it or to the conduct or operation of its respective business or the ownership
      or use of any of its respective assets where the failure to be in such full
      compliance would reasonably be expected to have a material adverse effect on
      the
      Borrower and its Subsidiaries taken as a whole.

     

    5.2.8.  Inspection
      Rights.
      Borrower shall, and shall cause each Subsidiary to, permit the Lender and its
      duly authorized representatives and agents to visit and inspect the corporate
      books and financial records of the Borrower and each of its Subsidiaries, to
      examine and make copies of the books of accounts and other financial records
      of
      the Borrower and each of its Subsidiaries, and to discuss the affairs, finances
      and accounts of the Borrower and each of its Subsidiaries with, and to be
      advised as to the same by, its officers, employees and independent public
      accountants (and by this provision the Borrower hereby authorizes such
      accountants to discuss with the Lender the finances and affairs of the Borrower
      and of each of its Subsidiaries) at such reasonable times and reasonable
      intervals as the Lender may designate; provided, however, that neither the
      Borrower nor any of its Subsidiaries shall be required to make available to
      the
      Lender any customer lists or other proprietary information unless such
      information is required by the Lender to determine the financial condition
      of
      the Borrower or any of its Subsidiaries or to determine the ability of either
      to
      meet its obligations hereunder; and

     

    5.2.9.  Additional
      Information.
      Borrower shall provide promptly to the Lender other information concerning
      the
      business, operations, financial condition and regulatory status of the Borrower
      and its Subsidiaries as the Lender may from time to time reasonably
      request.

     

    6.  ADDITIONAL
      COVENANTS. 

     

    6.1.  Lender
      Expenses.
      Whether
      or not any Loan is made, Borrower will (a) pay all reasonable costs and expenses
      of the Lender incident to the transactions contemplated by this Agreement
      including, without limitation, all costs and expenses incurred in connection
      with the preparation, negotiation and execution of the Loan Documents, or in
      connection with any modification, amendment, alteration, or the enforcement
      of
      this Agreement, the Notes, the Subordinated Debenture or the other Loan
      Documents, including, without limitation, the Lender’s out-of-pocket expenses
      and the charges and disbursements to counsel retained by the Lender, and (b)
      pay
      and save the Lender and all other holders of the Notes and Subordinated
      Debenture harmless against any and all liability with respect to amounts payable
      as a result of (i) any taxes which may be determined to be payable in connection
      with the execution and delivery of this Agreement, the Notes, the Subordinated
      Debenture or the other Loan Documents or any modification, amendment or
      alteration of the terms or provisions of this Agreement, the Notes, the
      Subordinated Debenture or the other Loan Documents, (ii) any interest or
      penalties resulting from nonpayment or delay in payment of such expenses,
      charges, disbursements, liabilities or taxes, and (iii) any income taxes in
      respect of any reimbursement by Borrower for any of such violations, taxes,
      interests or penalties paid by the Lender. The obligations of the Borrower
      under
      this Section
      6.1
      shall
      survive the repayment in full of the Notes and the Subordinated Debenture.
      Any
      of the foregoing amounts incurred by the Lender and not paid by the Borrower
      upon demand shall bear interest from the date incurred at the rate of interest
      in effect or announced by Lender from time to time as its Base Rate plus
      6% per
      annum
      and shall be deemed part of the Borrower’s Liabilities hereunder. 

     

    6.2.  Subordinated
      Debt.
      If the
      Subordinated Debt ceases to be deemed to be Tier 2 Capital other than due to
      the
      limitation imposed by the second sentence of 12 C.F.R. §250.166(e), which limits
      the capital treatment of subordinated debt during the five years immediately
      preceding the maturity date of the subordinated debt, Borrower shall: (a)
      immediately notify Lender; and (b) immediately upon request of Lender execute
      and deliver all such agreements (including, without limitation, pledge
      agreements and replacement notes) as Lender may reasonably request in order
      to
      restructure the obligations evidenced by the Subordinated Debt as a senior
      secured obligation of Borrower.

     

    7.  FINANCIAL
      COVENANTS.

     

    7.1.  Capitalization.
      Borrower (on a consolidated basis) shall maintain and cause each Subsidiary
      Bank
      to maintain such capital as may be necessary to cause (a) Borrower to be
      classified as “adequately capitalized” and (b) each Subsidiary Bank to be
      classified as “well capitalized,” each in accordance with the rules and
      regulations of its primary federal regulator, as in effect from time to time
      and
      consistent with the financial information and reports contemplated in
Section
      5
      hereof.

     

    7.2.  Regulatory
      Capital.
      Borrower shall cause the aggregate amount of Tier 1 Capital of the Subsidiary
      Banks to be not less than $150,000,000 at all times. For purposes of this
      Agreement, “Tier
      1 Capital”
      shall
      have the definition provided in, and shall be determined in accordance with
      the
      plan and regulation of the primary federal regulator of each Subsidiary Bank
      and
      shall be consistent with the financial information and reports contemplated
      in
Section
      5
      hereof. 

     

    7.3.  Minimum
      Return on Average Assets.
      Borrower (on a consolidated basis) shall maintain,
      on an
      annualized basis, an annual return on Average Total Assets of greater than
      0.80%. The covenant set forth in this Section
      7.3
      shall be
      calculated quarterly beginning with the quarter ended September 30, 2005, shall
      be derived from the quarterly report filed by Borrower with its primary federal
      regulator and shall be consistent with the financial information and reports
      contemplated in Section
      5
      hereof. For
      purposes of this Agreement, “Average
      Total Assets”
      shall
      have the definitions provided in, and shall be determined in accordance with,
      the rules and regulations of the primary federal regulator of
      Borrower.

     

    7.4.  Non-Performing
      Asset Ratio.
      Borrower
      (on a consolidated basis) shall maintain at all times the ratio of (a)
      Nonperforming Assets to (b) the sum of total stockholders’ equity and allowance
      for loan losses at less than 25%. The ratio set forth in this Section
      7.4
      shall be
      calculated quarterly beginning with the quarter ended September 30, 2005, shall
      be derived from the quarterly report filed with Borrower’s primary federal
      regulator and shall be consistent with the financial information and reports
      contemplated in Section
      5
      hereof.
      For purposes of this
      Agreement, “Nonperforming
      Assets”
      shall
      mean, on an aggregate basis for all Subsidiary Banks, the sum of all other
      real
      estate owned and repossessed assets, non-accrual loans, restructured loans
      and
      loans on which any payment is 90 or more days past due but which continue to
      accrue interest.

     

    8.  BORROWER’S
      DEFAULT. 

     

    8.1.  Borrower’s
      Defaults and Lender’s Remedies. 

     

    8.1.1.  Events
      of Default.
      Each of
      the following shall constitute an “Event of Default” under this
      Agreement: 

     

    8.1.1.1.  Borrower
      fails to pay, when due, any principal of or installment of interest on any
      Note;
      or

     

    8.1.1.2.  Borrower
      fails to pay, when due, any other amount payable under this Agreement, the
      Notes
      (other than principal or interest) or any other Loan Document, and such failure
      continues for a period of five Business Days after notice thereof from Lender
      to
      Borrower; or

     

    8.1.1.3.  Borrower
      fails to keep or perform any of its agreements, undertakings, obligations,
      covenants or conditions under this Agreement not expressly referred to in
      another clause of this Section
      8.1
      and such
      failure continues for a period of ten days after notice thereof from Lender
      to
      Borrower; or

     

    8.1.1.4.  Any
      “Event of Default” or “Default” as defined under, or a default or breach in any
      respect by Borrower of any representation, warranty, covenant or agreement
      under, any of the Loan Documents occurs; or

     

    8.1.1.5.  Any
      representation, warranty or certification made in this Agreement by Borrower
      or
      otherwise made in writing in connection with or as contemplated by this
      Agreement or any of the other Loan Documents by Borrower shall be or become
      materially incorrect or false, or any representation to Lender by Borrower
      as to
      the financial condition or credit standing of Borrower is or proves to be false
      or misleading; or

     

    8.1.1.6.  The
      dissolution of Borrower, or the occurrence of any material management or
      organizational change in Borrower which Lender determines, in its sole and
      absolute discretion, shall have a material adverse effect on any Loan, or on
      the
      ability of Borrower to perform its respective obligations under the Loan
      Documents; or

     

    8.1.1.7.  The
      execution by Borrower of any secondary or additional financing agreements or
      arrangements of any kind whatsoever secured, in whole or in part, by all or
      any
      part of or interest in any Collateral; or

     

    8.1.1.8.  There
      occurs, in the reasonable opinion of Lender, a material adverse change in the
      financial condition of Borrower; or

     

    8.1.1.9.  Any
      order
      or decree is entered by any court of competent jurisdiction directly or
      indirectly enjoining or prohibiting Lender or Borrower from performing any
      of
      their obligations under this Agreement or any of the Loan Documents, and such
      order or decree is not vacated, and the proceedings out of which such order
      or
      decree arose are not dismissed, within 60 days after the granting of such decree
      or order; or

     

    8.1.1.10.  The
      filing of formal charges by any governmental or quasi-governmental entity,
      including, without limitation, the issuance of an indictment, under a RICO
      Related Law against Borrower or any Affiliate of Borrower; or

     

    8.1.1.11.  Final
      judgment or judgments for the payment of money is or are outstanding against
      any
      Borrower or against any of their property or assets, and any one of such
      judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or
      otherwise for a period of 30 days from the date of its entry; or

     

    8.1.1.12.  The
      FRB,
      the FDIC, the OTS, the MOFIS, the IDFPR or other Governmental Agency charged
      with the regulation of bank holding companies or depository institutions: (a)
      issues to Borrower or any Subsidiary Bank, or initiates any action, suit or
      proceeding to obtain against, impose on or require from Borrower or any
      Subsidiary Bank, a cease and desist order or similar regulatory order, the
      assessment of civil monetary penalties, articles of agreement, a memorandum
      of
      understanding, a capital directive, a capital restoration plan, restrictions
      that prevent or as a practical matter materially impair the payment of dividends
      by any Subsidiary Bank, the effect of which would materially and adversely
      affect the ability of Borrower to repay any Loan, or the payments of any debt
      by
      Borrower, restrictions that make the payment of the dividends by any Subsidiary
      Bank, the effect of which would materially and adversely affect the ability
      of
      Borrower to repay any Loan, or the payment of debt by Borrower subject to prior
      regulatory approval, a notice or finding under Section 8(a) of the FDI Act,
      or
      any similar enforcement action, measure or proceeding; or (b) proposes
      or
      issues to any executive officer or director of Borrower or any Subsidiary Bank,
      or initiates any action, suit or proceeding to obtain against, impose on or
      require from any such officer or director, a cease and desist order or similar
      regulatory order, a removal order or suspension order, or the assessment of
      civil monetary penalties, the effect of which would materially and adversely
      affect the ability of Borrower to repay any Loan; or

     

    8.1.1.13.  Any
      Subsidiary Bank is notified that it is considered an institution in “troubled
      condition” within the meaning of 12 U.S.C. Section
      1831i
      and the
      regulations promulgated thereunder, or if a conservator or receiver is appointed
      for any Subsidiary Bank; or

     

    8.1.1.14.  Borrower
      or any Subsidiary becomes insolvent or is unable to pay its debts as they
      mature; or makes an assignment for the benefit of creditors or admits in writing
      its inability to pay its debts as they mature; or suspends transaction of its
      usual business; or if a trustee of any substantial part of the assets of
      Borrower or any Subsidiary is applied for or appointed, and if appointed in
      a
      proceeding brought against Borrower, Borrower by any action or failure to act
      indicates its approval of, consent to, or acquiescence in such appointment,
      or
      within 30 days after such appointment, such appointment is not vacated or stayed
      on appeal or otherwise, or shall not otherwise have ceased to continue in
      effect; or 

     

    8.1.1.15.  Any
      proceedings involving Borrower or any Subsidiary are commenced by or against
      Borrower or any Subsidiary under any bankruptcy, reorganization, arrangement,
      insolvency, readjustment of debt, dissolution or liquidation law or statute
      of
      the federal government or any state government and, with respect to Borrower
      only, if such proceedings are instituted against Borrower, Borrower by any
      action or failure to act indicates its approval of, consent to or acquiescence
      therein, or an order shall be entered approving the petition in such proceedings
      and within 30 days after the entry thereof such order is not vacated or stayed
      on appeal or otherwise, or shall not otherwise have ceased to continue in
      effect; or

     

    8.1.1.16.  Borrower
      applies for, consents to or acquiesces in the appointment of a trustee,
      receiver, conservator or liquidator for itself under Chapter 7 or
      Chapter 11 of the Bankruptcy Code (the “Code
      Provisions”),
      or in
      the absence of such application, consent or acquiescence, a trustee,
      conservator, receiver or liquidator is appointed for Borrower under the Code
      Provisions, and is not discharged within 30 days, or any bankruptcy,
      reorganization, debt arrangement or other proceeding or any dissolution,
      liquidation, or conservatorship proceeding is instituted by or against Borrower
      under the Code Provisions, and if instituted against Borrower, is consented
      or
      acquiesced in by it or remains for 30 days undismissed, or if Borrower is
      enjoined, restrained or in any way prevented from conducting all or any material
      part of its business under the Code Provisions;
      or

     

    8.1.1.17.  Any
      Subsidiary Bank applies for, consents to or acquiesces in the appointment of
      a
      receiver for itself, or in the absence of such application, consent or
      acquiescence, a receiver is appointed for any Subsidiary Bank, and is not
      discharged within 30 days; or

     

    8.1.1.18.  Fifteen
      days after notice thereof, Borrower or any Subsidiary continues to be in default
      in any payment of principal or interest for any other obligation or in the
      performance of any other term, condition or covenant contained in any agreement
      (including, without limitation, an agreement in connection with the acquisition
      of capital equipment on a title retention or net lease basis), under which
      any
      such obligation is created the effect of which default is to cause or permit
      the
      holder of such obligation to cause such obligation to become due prior to its
      stated maturity; or

     

    8.1.1.19.  The
      Pledged Stock (as defined in the Pledge Agreement) is attached, seized,
      subjected to a writ of distress warrant, or is levied upon or becomes subject
      to
      any lien, claim, security interest or other encumbrance of any kind, or comes
      within the possession of any receiver, trustee, custodian or assignee for the
      benefit of creditors;
      or

     

    8.1.1.20.  Any
      Subsidiary applies for, consents to or acquiesces in the appointment of a
      receiver for itself, or in the absence of such application, consent or
      acquiescence, a receiver is appointed for any Subsidiary;
      or

     

    8.1.1.21.  Any
      of
      the Junior Subordinated Debentures are no longer (or any other Indebtedness
      incurred in connection with, or relating to, any trust preferred securities
      issued by a trust created by Borrower is not) junior and subordinate in all
      respects to the Loans.

     

    8.1.2.  Lender’s
      Remedies.
      Subject
      to Section
      8.6,
      upon
      the occurrence of any Event of Default, Lender shall have the right, if such
      Event of Default shall then be continuing, in addition to all the remedies
      conferred upon Lender by law or equity or the terms of any Loan Document, to
      do
      any or all of the following, concurrently or successively, without notice to
      Borrower:

     

    8.1.2.1.  Declare
      the Notes to be, and it shall thereupon become, immediately due and payable
      without presentment, demand, protest or notice of any kind, all of which are
      hereby expressly waived, anything contained herein or in any Note to the
      contrary notwithstanding; or

     

    8.1.2.2.  Terminate
      Lender’s obligations under this Agreement to extend credit of any kind or to
      make any disbursement, whereupon the commitment and obligation of Lender to
      extend credit or to make disbursements hereunder shall terminate;
      or

     

    8.1.2.3.  Exercise
      all of its rights and remedies at law, in equity and/or pursuant to any or
      all
      Collateral Documents, including foreclosing on the Collateral.

     

    Borrower
      shall pay to Lender, upon demand, all expenses (including, without limitation,
      attorneys’ fees and expenses) of obtaining such judgment or decree or of
      otherwise seeking to enforce its rights under this Agreement or any of the
      other
      Loan Documents or other related documents; and all such expenses, as determined
      by Lender in its sole and absolute discretion, shall, until paid, be secured
      by
      the Loan Documents and shall bear interest at the Default Rate.

     

    8.2.  Protective
      Advances.
      If an
      Event of Default occurs, Lender may (but shall in no event be required to)
      cure
      any such Event of Default and any amounts expended by Lender in so doing, as
      determined by Lender in its sole and absolute discretion, shall (a) be deemed
      advanced by Lender under an obligation to do so regardless of the identity
      of
      the person or persons to whom such funds are furnished, (b) constitute
      additional advances hereunder, the payment of which is additional indebtedness
      evidenced by the applicable Note(s) that correspond(s) to the subject Event
      of
      Default, and (c) become due and owing, at Lender’s demand, with interest
      accruing from the date of disbursement thereof until fully paid at the Default
      Rate.

     

    8.3.  Other
      Remedies.
      If any
      Event of Default shall occur and be continuing, Lender may, in addition to
      any
      other rights and remedies hereunder, exercise any and all remedies provided
      in
      any of the other Loan Documents and other related documents.

     

    8.4.  No
      Lender Liability.
      To the
      extent permitted by law, Lender shall have no liability for any loss, damage,
      injury, cost or expense resulting from any action or omission by it, or any
      of
      its representatives, which was taken, omitted or made in good
      faith.

     

    8.5.  Lender’s
      Fees and Expenses.
      In
      case
      of any Event of Default hereunder, Borrower shall pay Lender’s fees and expenses
      including, without limitation, attorneys’ fees and expenses, in connection with
      the enforcement of this Agreement or any of the other Loan Documents or other
      related documents.

     

    8.6.  Limitation
      on Remedies with Respect to Subordinated Debt. 
      If an
      Event of Default under Sections
      8.1.1.16
      or
8.1.1.17
      shall
      occur, Lender may declare the Subordinated Debenture and any other amounts
      due
      Lender hereunder immediately due and payable, whereupon the Subordinated
      Debenture and such other amounts payable hereunder shall immediately become
      due
      and payable, without presentment, demand, protest or notice of any kind. If
      Borrower receives a written notification from the FRB that the Subordinated
      Debenture no longer constitutes Tier 2 Capital of Borrower (the “Federal
      Reserve Notice”),
      other
      than due to the limitation imposed by the second sentence of 12 C.F.R.
§250.166(e), which limits the capital treatment of subordinated debt during
      the
      five years immediately preceding the maturity date of the subordinated debt,
      and
      if thereafter any Event of Default shall occur under Section
      8.1,
      Lender
      may declare the Subordinated Debenture and any other amounts due Lender
      hereunder immediately due and payable, whereupon the Subordinated Debenture
      and
      such other amounts payable hereunder shall immediately become due and payable,
      without presentment, demand, protest or notice of any kind. Upon the occurrence
      of an Event of Default, it is specifically understood and agreed that,
      notwithstanding the curing of such Event of Default, Borrower shall not be
      released from any of its covenants hereunder unless and until the Subordinated
      Debenture is paid in full. Upon the occurrence of an Event of Default without
      notice by Lender to or demand by Lender of Borrower, Lender shall have no
      further obligation to and may then forthwith cease advancing monies or extending
      credit to or for the benefit of Borrower under this Agreement and the other
      Loan
      Documents. The parties agree that until the earlier of the Subordinated Debt
      Maturity Date or the delivery of a Federal Reserve Notice, Lender may only
      enforce Borrower’s obligations under the Subordinated Debt (a) if Borrower fails
      to pay interest when due on the Subordinated Debenture, in which case Lender
      may
      pursue Borrower for such interest, (b) if Borrower fails to comply with any
      of
      the covenants set forth in Section
      5
      (other
      than with respect to events, actions and transactions referenced in Sections
      5.1.1,
      5.1.2
      and
5.1.4
      that may
      not be prohibited or otherwise limited in instruments that qualify as Tier
      2
      Capital pursuant to regulations, rules and other publicly available guidance
      of
      the FRB as of the date hereof, as determined by the FRB), in which case Lender
      may pursue Borrower to ensure that Borrower complies with such covenants, or
      (c)
      if an Event of Default occurs under Sections
      8.1.1.16
      or
8.1.1.17,
      in
      which case the first sentence of this Section 8.6
      shall
      govern.

     

    9.  MISCELLANEOUS. 

     

    9.1.  Release;
      Indemnification.
      Borrower hereby releases Lender from any and all causes of action, claims or
      rights which the Borrower may now or hereafter have for, or which may arise
      from, any loss or damage caused by or resulting from (a) any failure of Lender
      to protect, enforce or collect in whole or in part any of the Collateral and
      (b)
      any other act or omission to act on the part of Lender, its officers, agents
      or
      employees, except in each instance for willful misconduct and gross negligence.
      Borrower shall indemnify, defend and hold Lender and its Affiliates harmless
      from and against any and all losses, liabilities, obligations, penalties,
      claims, fines, demands, litigation, defenses, costs, judgments, suits,
      proceedings, actual damages, disbursements or expenses of any kind or nature
      whatsoever (including, without limitation, attorneys’ fees and expenses) which
      may at any time be either directly or indirectly imposed upon, incurred by
      or
      asserted or awarded against Lender or any of Lender’s Affiliates in connection
      with, arising from or relating to Lender’s entering into or carrying out the
      terms of this Agreement or being the holder of any Note, other than any loss,
      liability, damage, suit, claim, expense, fees or costs arising solely by reason
      of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross
      negligence.

     

    9.2.  Assignment
      and Participation.
      Lender
      may pledge or otherwise hypothecate all or any portion of this Agreement or
      grant participations herein (provided Lender acts as agent for any participants,
      except as provided below) or in any of its rights and security hereunder,
      including, without limitation, the Notes. Lender may also assign all or any
      part
      of any Loan and Lender’s obligations in connection therewith to one or more
      commercial banks or other financial institutions or investors (each an
“Assignee
      Lender”).
      Lender shall notify Borrower in advance of the identity of any proposed Assignee
      Lender. Upon delivery to Borrower of an executed copy of the Assignee Lender’s
      assignment and acceptance (a) each such Assignee Lender shall be deemed to
      be a
      party hereto and, to the extent that rights and obligations hereunder have
      been
      assigned and delegated to such Assignee Lender, such Assignee Lender shall
      have
      the rights and obligations of Lender hereunder and under the other Loan
      Documents and other related documents (b) Lender, to the extent that rights
      and
      obligations hereunder have been assigned and delegated by it, shall be released
      from its obligations hereunder and under the other Loan Documents (including,
      without limitation, the obligation to fund the Assignee Lender’s share of the
      Loans) and other related documents. Within five Business Days after receipt
      of a
      copy of the executed assignment and acceptance document, Borrower shall execute
      and deliver to Lender a new Note or Notes, as applicable (for delivery to the
      relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of
      the Loans and a replacement Note or Notes, as applicable, in the principal
      amount of the Loans retained by Lender (such Note to be in exchange for, but
      not
      in payment of, the Note then held by Lender). Such Note shall be dated the
      date
      of the predecessor Note. Lender shall mark the predecessor Note “exchanged” and
      deliver it to Borrower. Accrued interest on that part of the predecessor Note
      evidenced by the new Note, and accrued fees, shall be paid as provided in the
      assignment agreement between Lender and to the Assignee Lender. Accrued interest
      on that part of the predecessor Note evidenced by the replacement Note shall
      be
      paid to Lender. Accrued interest and accrued fees shall be so apportioned
      between the Note and paid at the same time or times provided in the predecessor
      Note and in this Agreement. Borrower authorizes Lender to disclose to any
      prospective Assignee Lender any financial or other information pertaining to
      Borrower or the Loans. In addition, Borrower agrees that, if so requested by
      Lender, Borrower will cause all insurance policies, binders and commitments
      (including, without limitation, casualty insurance and title insurance) required
      by the Loan Documents or other related documents to be delivered to Lender
      to
      name the Assignee Lender as an additional insured or obligee, as Lender may
      request. Anything in this Agreement to the contrary notwithstanding, and without
      the need to comply with any of the formal or procedural requirements of this
      Agreement, including this Section
      9.2,
      Lender
      may at any time and from time to time pledge and assign all or any portion
      of
      its rights under all or any of the Loan Documents and other related documents
      to
      a Federal Reserve Bank; provided that no such pledge or assignment shall release
      Lender from its obligations thereunder.

     

    9.3.  Prohibition
      on Assignment.
      Borrower shall not assign or attempt to assign its rights under this Agreement,
      either voluntarily or by operation of law.

     

    9.4.  Time
      of the Essence.
      Time is
      of the essence of this Agreement.

     

    9.5.  No
      Waiver.
      No
      waiver of any term, provision, condition, covenant or agreement herein contained
      shall be effective unless set forth in a writing signed by Lender, and any
      such
      waiver shall be effective only to the extent set forth in such writing. No
      failure to exercise or delay in exercising, by Lender or any holder of any
      Note,
      of any right, power or privilege hereunder shall operate as a waiver thereof,
      nor shall any single or partial exercise of any right, power or privilege
      preclude any other or further exercise thereof, or the exercise of any other
      right or remedy provided by law. The rights and remedies provided in this
      Agreement are cumulative and not exclusive of any right or remedy provided
      by
      law or equity. No notice or demand on Borrower in any case shall, in itself,
      entitle Borrower to any other or further notice or demand in similar or other
      circumstances or constitute a waiver of the rights of Lender to any other or
      further action in any circumstances without notice or demand. No consent or
      waiver, expressed or implied, by Lender to or of any breach or default by
      Borrower in the performance of its obligations hereunder shall be deemed or
      construed to be a consent or waiver to or of any other breach or default in
      the
      performance of the same or any other obligations of Borrower hereunder. Failure
      on the part of Lender to complain of any acts or failure to act or to declare
      an
      Event of Default, irrespective of how long such failure continues, shall not
      constitute a waiver by Lender of its rights hereunder or impair any rights,
      powers or remedies on account of any breach or default by Borrower.

     

    9.6.  Severability.
      Any
      provision of this Agreement which is unenforceable or invalid or contrary to
      law, or the inclusion of which would adversely affect the validity, legality
      or
      enforcement of this Agreement, shall be of no effect and, in such case, all
      the
      remaining terms and provisions of this Agreement shall subsist and be fully
      effective according to the tenor of this Agreement the same as though any such
      invalid portion had never been included herein. Notwithstanding any of the
      foregoing to the contrary, if any provisions of this Agreement or the
      application thereof are held invalid or unenforceable only as to particular
      persons or situations, the remainder of this Agreement, and the application
      of
      such provision to persons or situations other than those to which it shall
      have
      been held invalid or unenforceable, shall not be affected thereby, but shall
      continue valid and enforceable to the fullest extent permitted by
      law.

     

    9.7.  Usury;
      Revival of Liabilities.
      All
      agreements between Borrower and Lender (including, without limitation, this
      Agreement and any other Loan Documents) are expressly limited so that in no
      event whatsoever shall the amount paid or agreed to be paid to Lender exceed
      the
      highest lawful rate of interest permissible under the laws of the State of
      Illinois. If, from any circumstances whatsoever, fulfillment of any provision
      hereof or of any other Loan Documents, at the time performance of such provision
      shall be due, shall involve exceeding the limit of validity prescribed by law
      which a court of competent jurisdiction may deem applicable hereto, then,
ipso
      facto,
      the
      obligation to be fulfilled shall be reduced to the highest lawful rate of
      interest permissible under the laws of the State of Illinois, and if for any
      reason whatsoever, Lender shall ever receive as interest an amount which would
      be deemed unlawful, such interest shall be applied to the payment of the last
      maturing installment or installments of the indebtedness secured by the
      Collateral (whether or not then due and payable) and not to the payment of
      interest. To the extent that the Lender received any payment on account of
      the
      Borrower’s Liabilities and any such payment(s) and/or proceeds or any part
      thereof are subsequently invalidated, declared to be fraudulent or preferential,
      set aside, subordinated and/or required to be repaid to a trustee, receiver
      or
      any other Person under any bankruptcy act, state or federal law, common law
      or
      equitable cause, then to the extent of such payment(s) or proceeds received,
      the
      Borrower’s Liabilities or part thereof intended to be satisfied shall be revived
      and continue in full force and effect, as if such payment(s) and/or proceeds
      had
      not been received by Lender and applied on account of the Borrower’s
      Liabilities; provided, however, if Lender successfully contests any such
      invalidation, declaration, set aside, subordination or other order to pay any
      such payment and/or proceeds to any third party, the revived Borrower’s
      Liabilities shall be deemed satisfied.

     

    9.8.  Notices.
      Any
      notice which either party hereto may be required or may desire to give hereunder
      shall be deemed to have been given if in writing and if delivered personally,
      or
      if mailed, postage prepaid, by United States registered or certified mail,
      return receipt requested, or if delivered by a responsible overnight courier,
      addressed:

     

    if
      to
      Borrower:   PrivateBancorp,
      Inc.

    10
      North
      Dearborn

    Chicago,
      Illinois 60602

    Attn: Mr.
      Dennis L. Klaeser

    Telephone
      No.: (312) 683-7100

    Fax
      No.:
      312-683-1493

    E-Mail
      Address: dklaeser@pvtb.com

    


    if
      to
      Lender:   LaSalle
      Bank National Association

    135
      South
      LaSalle Street

    Chicago,
      Illinois 60603

    Attn: Mr.
      Michael A. Tighe, Jr.

    Telephone
      No.: (312) 904-7083

    Fax
      No.:
      (312) 904-6352

    E-Mail
      Address: michael.tighe@abnamro.com 

    


    or
      to
      such other address or addresses as the party to be given notice may have
      furnished in writing to the party seeking or desiring to give notice, as a
      place
      for the giving of notice, provided that no change in address shall be effective
      until seven days after being given to the other party in the manner provided
      for
      above. Any notice given in accordance with the foregoing shall be deemed given
      when delivered personally or, if mailed, five Business Days after it shall
      have
      been deposited in the United States mails as aforesaid or, if sent by overnight
      courier, the Business Day following the date of delivery to such
      courier.

     

    9.9.  Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of the parties and their respective heirs,
      legal representatives, successors and assigns except that, unless Lender
      consents in writing, no assignment made by Borrower in violation of this
      Agreement shall confer any rights on any assignee of Borrower.

     

    9.10.  No
      Joint Venture.
      Nothing
      contained herein or in any document executed pursuant hereto and no action
      or
      inaction whatsoever on the part of Lender, shall be deemed to make Lender a
      partner or joint venturer with Borrower.

     

    9.11.  Brokerage
      Commissions.
      Borrower shall indemnify, defend and hold Lender and its Affiliates harmless
      from and against any and all losses, liabilities, obligations, penalties,
      claims, fines, lost profits, demands, litigation, defenses, costs, judgments,
      suits, proceedings, damages, disbursements or expenses of any kind or nature
      whatsoever (including, without limitation, attorneys’ fees and expenses),
      consequential or otherwise, which may at any time be either directly or
      indirectly imposed upon, incurred by or asserted or awarded against Lender
      or
      any of its Affiliates in connection with, arising out of or relating to any
      claim of a broker’s or finder’s fee against Lender or any person or entity in
      connection with the transaction herein contemplated arising out of or relating
      to Borrower’s or Lender’s action or inaction.

     

    9.12.  Publicity.
      Except
      in accordance with its obligations under the Securities Exchange Act of 1934,
      as
      amended, Borrower shall not publicize any Loan without the prior written consent
      of Lender. 

     

    9.13.  Documentation.
      All
      documents and other matters required by any of the provisions of this Agreement
      to be submitted or furnished to Lender shall be in form and substance
      satisfactory to Lender.

     

    9.14.  Additional
      Assurances.
      Borrower agrees that, at any time or from time to time, upon the written request
      of Lender, it will execute all such further documents and do all such other
      acts
      and things as Lender may reasonably request to effectuate the transaction herein
      contemplated.

     

    9.15.  Entire
      Agreement.
      This
      Agreement and the Disclosure Schedule and Exhibits hereto constitute the entire
      agreement between the parties hereto with respect to the subject matter hereof
      and may not be modified or amended in any manner other than by supplemental
      written agreement executed by the parties hereto. 

     

    9.16.  Choice
      of Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of Illinois. Nothing herein shall be deemed to limit any
      rights, powers or privileges which Lender may have pursuant to any law of the
      United States of America or any rule, regulation or order of any department
      or
      agency thereof and nothing herein shall be deemed to make unlawful any
      transaction or conduct by Lender which is lawful pursuant to, or which is
      permitted by, any of the foregoing.

     

    9.17.  Forum;
      Venue.
      To
      induce Lender to accept this Agreement and the other Loan Documents, Borrower
      irrevocably agrees that all actions or proceedings in any way, manner, or
      respect, arising out of or from or related to this Agreement or the other Loan
      Documents shall be litigated only in courts having suits within Chicago,
      Illinois. Borrower hereby consents and submits to the jurisdiction of any local,
      state, or federal court located within said city. Borrower hereby waives any
      right it may have to transfer or change the venue of any litigation brought
      against Borrower by Lender.

     

    9.18.  No
      Third Party Beneficiary.
      This
      Agreement is made for the sole benefit of Borrower and Lender, and no other
      person shall be deemed to have any privity of contract hereunder nor any right
      to rely hereon to any extent or for any purpose whatsoever, nor shall any other
      person have any right of action of any kind hereon or be deemed to be a third
      party beneficiary hereunder.

     

    9.19.  Legal
      Tender of United States.
      All
      payments hereunder shall be made in coin or currency which at the time of
      payment is legal tender in the United States of America for public and private
      debts.

     

    9.20.  Captions;
      Counterparts.
      Captions contained in this Agreement in no way define, limit or extend the
      scope
      or intent of their respective provisions. This Agreement may be executed in
      any
      number of counterparts and by different parties hereto in separate counterparts,
      each of which when so executed and delivered shall be deemed to be an original
      and all of which taken together shall constitute but one and the same
      instrument.

     

    9.21.  Knowledge;
      Discretion.
      All
      references herein to a party’s best knowledge shall be deemed to mean the best
      knowledge of such party based on commercially reasonable inquiry. All references
      herein to Borrower’s knowledge shall be deemed to refer to the knowledge of
      Borrower and each Subsidiary. Unless specified to the contrary herein, all
      references herein to an exercise of discretion or judgment by Lender, to the
      making of a determination or designation by Lender, to the application of
      Lender’s discretion or opinion, to the granting or withholding of Lender’s
      consent or approval, to the consideration of whether a matter or thing is
      satisfactory or acceptable to Lender, or otherwise involving the decision making
      of Lender, shall be deemed to mean that Lender shall decide unilaterally using
      its sole and absolute discretion or judgment.

     

    9.22.  Extension
      Notice and Sub Debt Approval Notice.
      Lender
      shall use commercially reasonable efforts to procure the necessary approvals
      from its Affiliate to enable it (a) to extend the Revolving Loan Maturity Date
      to December 31, 2006 and (b) to increase the Subordinated Debt Amount to
      $25,000,000. If it obtains such approvals, or either of them, it shall promptly
      deliver to Borrower the Extension Notice or the Sub Debt Approval Notice, or
      both, as the case may be.

     

    9.23.  Acknowledgment
      of Indebtedness under 2000 Revolving Loan Agreement.
      Borrower
      acknowledges and confirms that, immediately prior to the Closing hereunder,
      it
      was indebted to Lender, without defense, setoff or counterclaim, in the
      aggregate principal amount of Fourteen Million and No/100 Dollars
      ($14,000,000.00) under the Original Revolving Loan.

     

    9.24.  2000
      Loan Agreement and 2000 Pledge and Security Agreement.
      From
      and after the Closing hereunder, the 2000 Loan Agreement and the 2000 Pledge
      and
      Security Agreement shall have been amended and restated and of no further force
      and effect from and after the date hereof.

     

    


     

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    WAIVER
      OF RIGHT TO JURY TRIAL.
      BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT
      IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN
      CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS,
      OR
      ANY OTHER STATEMENTS OR ACTIONS OF BORROWER OR LENDER. BORROWER ACKNOWLEDGES
      THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING
      OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL,
      AND
      THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. BORROWER FURTHER
      ACKNOWLEDGES THAT (a) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS
      OF THIS WAIVER, (b) THIS WAIVER HAS BEEN REVIEWED BY BORROWER AND BORROWER’S
      COUNSEL AND IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THE AGREEMENT
      AND
      THE OTHER LOAN DOCUMENTS (c) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH
      OTHER LOAN DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed by their duly
      authorized representatives as of the date first above written.

     

    
      	 	
              PRIVATEBANCORP,
                INC.

               

               

              By:
                ___/s/
                Dennis Klaeser______________

              Name:
                Dennis Klaeser

              Title:
                Chief Financial Officer

               

               

            
	 	
              LASALLE
                BANK NATIONAL ASSOCIATION

               

               

              By:
                __/s/
                Michael A. Tighe, Jr___________

              Name:
                Michael A. Tighe, Jr.

              Title:
                First Vice President

            


    

    


    



    
      
        
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    EXHIBIT
      A

     

    FORM
      OF
      TERM NOTE

     

    $250,000.00

    Chicago,
      Illinois

    September
      __, 2005

    


    FOR
      VALUE RECEIVED,
      the
      undersigned, PRIVATEBANCORP, INC., a Delaware corporation (“Borrower”),
      promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national
      banking association, or the holder hereof from time to time (“Lender”),
      at
      such place as may be designated in writing by Lender, the principal sum of
      TWO
      HUNDRED FIFTY THOUSAND AND NO/100THS DOLLARS ($250,000.00), with interest
      thereon as hereinafter provided. This note (this “Note”)
      is
      issued
      pursuant to the terms of an Amended and Restated Loan and Subordinated Debenture
      Purchase Agreement of even date herewith by and between Borrower and Lender
      (said Amended and Restated Loan and Subordinated Debenture Purchase Agreement
      together with the Agreed Upon Terms and Procedures, as each may be amended,
      restated, supplemented or modified from time to time, is referred to hereinafter
      as the “Loan
      Agreement”).
      All
      capitalized terms used but not defined herein shall have the respective meanings
      ascribed to them in the Loan Agreement.

     

    Interest
      shall accrue on all sums as advanced and outstanding from time to time under
      this Note and Loan Agreement as set forth in the Loan Agreement, and such
      interest shall be due and payable on the last day of each September, December,
      March and June as set forth in the Loan Agreement, commencing September 30,
      2005. All sums owing hereunder are payable in lawful money of the United States
      of America, in immediately available funds.

     

    The
      outstanding principal balance of this Note, together with all accrued and unpaid
      interest, shall be due and payable on the Term Loan Maturity Date. Additional
      principal payments shall be made in accordance with the provisions of the Loan
      Agreement.

     

    This
      Note
      is issued pursuant to the terms of the Loan Agreement and is secured by and
      entitled to the benefits of, among other things, the Collateral Documents.
      In
      case an Event of Default shall occur and be continuing, the principal of this
      Note together with all accrued interest thereon may, at the option of the holder
      hereof, immediately become due and payable on demand; provided, however, that
      if
      any document related to this Note provides for automatic acceleration of payment
      of sums owing hereunder, all sums owing hereunder shall be automatically due
      and
      payable in accordance with the terms of that document.

     

    Unless
      otherwise provided in the Loan Agreement, all payments on account of the
      indebtedness evidenced by this Note shall be first applied to the payment of
      costs and expenses of Lender which are due and payable, then to past-due
      interest on the unpaid principal balance and the remainder to
      principal.

     

    Provided
      that no Event of Default then exists, this Note may be prepaid only upon those
      terms and conditions set forth in the Loan Agreement. 

     

    If
      any
      interest payment required hereunder is not received by Lender on or before
      the
      tenth day following the date it becomes due, Borrower shall pay, at Lender’s
      option, a late or collection charge equal to 4% of the amount of such unpaid
      interest payment. 

     

    From
      and
      after the Term Loan Maturity Date, or such earlier date as all sums owing on
      this Note become due and payable by acceleration or otherwise, or after the
      occurrence of an Event of Default, interest shall be computed on all amounts
      then due and payable under this Note at a “Default
      Rate”
      equal
      to 3% per
      annum
      (based on a 360-day year and charged on the basis of actual days elapsed) in
      excess of the interest rate otherwise accruing under this Note.

     

    If
      any
      attorney is engaged by Lender to enforce or defend any provision of this Note
      or
      any of the other Loan Documents, or as a consequence of any Event of Default,
      with or without the filing of any legal action or proceeding, then Borrower
      shall pay to Lender immediately upon demand all attorneys’ fees and expenses,
      together with interest thereon from the date of such demand until paid at the
      rate of interest applicable to the principal balance owing hereunder as if
      such
      unpaid attorneys’ fees and expenses had been added to the
      principal.

    
      
        A-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    No
      previous waiver and no failure or delay by Lender in acting with respect to
      the
      terms of this Note or any of the other Loan Documents shall constitute a waiver
      of any breach, default or failure of condition under this Note, the Loan
      Agreement or any of the other Loan Documents or the obligations secured thereby.
      A waiver of any term of this Note or any of the other Loan Documents or of
      any
      of the obligations secured thereby must be made in writing and shall be limited
      to the express written terms of such waiver. In the event of any inconsistencies
      between the terms of this Note and the terms of any other document related
      to
      the Loan evidenced by this Note, the terms of this Note shall prevail.


     

    Except
      as
      otherwise provided in the Loan Agreement, Borrower expressly waives
      present-ment, demand, notice of dishonor, notice of default or delinquency,
      notice of acceleration, notice of protest and nonpayment, notice of costs,
      expenses or losses and interest thereon, notice of late charges, and diligence
      in taking any action to collect any sums owing under this Note or in proceeding
      against any of the rights or interests in or to properties securing payment
      of
      this Note. In addition, Borrower expressly agrees that this Note and any payment
      coming due hereunder may be extended from time to time without in any way
      affecting the liability of any such party hereunder.

     

    Time
      is
      of the essence with respect to every provision hereof. This Note shall be
      construed and enforced in accordance with the laws of the State of Illinois,
      except to the extent that federal laws preempt the laws of the State of
      Illinois, and all persons and entities in any manner obligated under this Note
      consent to the jurisdiction of any Federal or State court within the State
      of
      Illinois having proper venue and also consent to service of process by any
      means
      authorized by Illinois or Federal law. Any reference contained herein to
      attorneys’ fees and expenses shall be deemed to be to reasonable fees and
      expenses and to include all reasonable fees and expenses of in-house or staff
      attorneys and the reasonable fees and expenses of any other experts or
      consultants.

     

    All
      agreements between Borrower and Lender (including, without limitation, this
      Note
      and the Loan Agreement, and any other documents securing all or any part of
      the
      indebtedness evidenced hereby) are expressly limited so that in no event
      whatsoever shall the amount paid or agreed to be paid to Lender exceed the
      highest lawful rate of interest permissible under applicable law. If, from
      any
      circumstances whatsoever, fulfillment of any provision hereof, the Loan
      Agreement or any other documents securing all or any part of the indebtedness
      evidenced hereby at the time performance of such provisions shall be due, shall
      involve exceeding the limit of validity prescribed by law which a court of
      competent jurisdiction may deem applicable hereto, then, ipso
      facto,
      the
      obligation to be fulfilled shall be reduced to the highest lawful rate of
      interest permissible under such applicable laws, and if, for any reason
      whatsoever, Lender shall ever receive as interest an amount which would be
      deemed unlawful under such applicable law, such interest shall be automatically
      applied to the payment of the principal of this Note (whether or not then due
      and payable) and not to the payment of interest or refunded to Borrower if
      such
      principal has been paid in full.

     

    Any
      notice which either party hereto may be required or may desire to give hereunder
      shall be governed by the notice provisions of the Loan Agreement.

     

    
       

       

       

    

    


     

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    BORROWER
      HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY
      HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION
      WITH
      THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS
      OF BORROWER OR LENDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN
      THE
      SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
      COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER
      WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (i) IT HAS READ
      AND
      UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER
      HAS
      BEEN REVIEWED BY BORROWER AND BORROWER’S COUNSEL AND IS A MATERIAL INDUCEMENT
      FOR LENDER TO ENTER INTO THE LOAN DOCUMENTS, AND (iii) THIS WAIVER SHALL BE
      EFFECTIVE AS TO EACH OF THE LOAN DOCUMENTS AS IF FULLY INCORPORATED
      THEREIN.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Note or caused this Note to be executed by its
      duly authorized representative as of the date first above written.

     

    PRIVATEBANCORP,
      INC.

     

    By:
             

    Name:

    Title:

    


     

    


     


    
      
        
                                                               
            A-3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

     

    FORM
      OF
      AMENDED AND RESTATED REVOLVING NOTE

     

    $39,750,000.00

    Chicago,
      Illinois

    Restatement
      Date: September ___, 2005

    Original
      Note Date: February 11, 2000 (as amended)

    


    FOR
      VALUE RECEIVED,
      the
      undersigned, PRIVATEBANCORP, INC., a Delaware corporation (“Borrower”),
      promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national
      banking association, or the holder hereof from time to time (“Lender”),
      at
      such place as may be designated in writing by Lender, the principal sum of
      THIRTY-NINE MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100THS DOLLARS
      ($39,750,000.00) (or so much thereof that has been advanced and remains
      outstanding), with interest thereon as hereinafter provided. It is contemplated
      that there will be advances and payments under this note (this “Note”)
      from
      time to time, but no advances or payments under this Note (including payment
      in
      full of the unpaid balance of principal hereof prior to maturity) shall affect
      or impair the validity or enforceability of this Note as to future advances
      hereunder. This Note is issued pursuant to the terms of an Amended and Restated
      Loan and Subordinated Debenture Purchase Agreement of even date herewith by
      and
      between Borrower and Lender (said Amended and Restated Loan and Subordinated
      Debenture Purchase Agreement together with the Agreed Upon Terms and Procedures,
      as each may be amended, restated, supplemented or modified from time to time,
      is
      referred to hereinafter as the “Loan
      Agreement”).
      All
      capitalized terms used but not defined herein shall have the respective meanings
      ascribed to them in the Loan Agreement.

     

    This
      Note
      represents a continuation of the indebtedness represented by that certain
      Revolving Note dated February 11, 2000 made by Borrower to Lender in the
      original principal amount of $18,000,000, as such note has been amended prior
      to
      the date hereof (the “Original Revolving Note”). The Original Revolving Note is
      amended, restated and replaced by this Note. This Note does not constitute
      a
      novation, discharge or satisfaction of the Original Revolving Note replaced
      hereby or of the indebtedness evidenced by said Original Revolving
      Note.

     

    Interest
      shall accrue on all sums as advanced and outstanding from time to time under
      this Note and Loan Agreement as set forth in the Loan Agreement. Such interest
      shall be due and payable, in arrears (i) for any LIBO Rate Tranche, on the
      last
      day of each LIBOR Period, and (ii) for any Base Rate Tranche, on the last day
      of
      each September, December, March and June, beginning September 30, 2005, and
      as
      otherwise set forth in the Loan Agreement. 

     

    The
      outstanding principal balance of this Note, together with all accrued and unpaid
      interest, shall be due and payable on the Revolving Loan Maturity Date.
      Additional principal payments shall be made in accordance with the provisions
      of
      the Loan Agreement.

     

    This
      Note
      is issued pursuant to the terms of the Loan Agreement and is secured by and
      entitled to the benefits of, among other things, the Collateral Documents.
      In
      case an Event of Default shall occur and be continuing, the principal of this
      Note together with all accrued interest thereon may, at the option of the holder
      hereof, immediately become due and payable on demand; provided, however, that
      if
      any document related to this Note provides for automatic acceleration of payment
      of sums owing hereunder, all sums owing hereunder shall be automatically due
      and
      payable in accordance with the terms of that document.

     

    Unless
      otherwise provided in the Loan Agreement, all payments on account of the
      indebtedness evidenced by this Note shall be first applied to the payment of
      costs and expenses of Lender which are due and payable, then to past-due
      interest on the unpaid principal balance and the remainder to
      principal.

     

    Provided
      that no Event of Default then exists, this Note may be prepaid only upon those
      terms and conditions set forth in the Loan Agreement. 

    
      
        B-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      any
      interest payment required hereunder is not received by Lender on or before
      the
      tenth day following the date it becomes due, Borrower shall pay, at Lender’s
      option, a late or collection charge equal to 4% of the amount of such unpaid
      interest payment. 

     

    From
      and
      after the Revolving Loan Maturity Date, or such earlier date as all sums owing
      on this Note become due and payable by acceleration or otherwise, or after
      the
      occurrence of an Event of Default, interest shall be computed on all amounts
      then due and payable under this Note at a “Default
      Rate”
      equal
      to 2% per annum (based on a 360-day year and charged on the basis of actual
      days
      elapsed) in excess of the interest rate otherwise accruing under this
      Note.

     

    If
      any
      attorney is engaged by Lender to enforce or defend any provision of this Note
      or
      any of the other Loan Documents, or as a consequence of any Event of Default,
      with or without the filing of any legal action or proceeding, then Borrower
      shall pay to Lender immediately upon demand all attorneys’ fees and expenses,
      together with interest thereon from the date of such demand until paid at the
      rate of interest applicable to the principal balance owing hereunder as if
      such
      unpaid attorneys’ fees and expenses had been added to the
      principal.

     

    No
      previous waiver and no failure or delay by Lender in acting with respect to
      the
      terms of this Note or any of the other Loan Documents shall constitute a waiver
      of any breach, default or failure of condition under this Note, the Loan
      Agreement or any of the other Loan Documents or the obligations secured thereby.
      A waiver of any term of this Note or any of the other Loan Documents or of
      any
      of the obligations secured thereby must be made in writing and shall be limited
      to the express written terms of such waiver. In the event of any inconsistencies
      between the terms of this Note and the terms of any other document related
      to
      the Loan evidenced by this Note, the terms of this Note shall prevail.


     

    Except
      as
      otherwise provided in the Loan Agreement, Borrower expressly waives
      present-ment, demand, notice of dishonor, notice of default or delinquency,
      notice of acceleration, notice of protest and nonpayment, notice of costs,
      expenses or losses and interest thereon, notice of late charges, and diligence
      in taking any action to collect any sums owing under this Note or in proceeding
      against any of the rights or interests in or to properties securing payment
      of
      this Note. In addition, Borrower expressly agrees that this Note and any payment
      coming due hereunder may be extended from time to time without in any way
      affecting the liability of any such party hereunder.

     

    Time
      is
      of the essence with respect to every provision hereof. This Note shall be
      construed and enforced in accordance with the laws of the State of Illinois,
      except to the extent that federal laws preempt the laws of the State of
      Illinois, and all persons and entities in any manner obligated under this Note
      consent to the jurisdiction of any Federal or State court within the State
      of
      Illinois having proper venue and also consent to service of process by any
      means
      authorized by Illinois or Federal law. Any reference contained herein to
      attorneys’ fees and expenses shall be deemed to be to reasonable fees and
      expenses and to include all reasonable fees and expenses of in-house or staff
      attorneys and the reasonable fees and expenses of any other experts or
      consultants.

     

    All
      agreements between Borrower and Lender (including, without limitation, this
      Note
      and the Loan Agreement, and any other documents securing all or any part of
      the
      indebtedness evidenced hereby) are expressly limited so that in no event
      whatsoever shall the amount paid or agreed to be paid to Lender exceed the
      highest lawful rate of interest permissible under applicable law. If, from
      any
      circumstances whatsoever, fulfillment of any provision hereof, the Loan
      Agreement or any other documents securing all or any part of the indebtedness
      evidenced hereby at the time performance of such provisions shall be due, shall
      involve exceeding the limit of validity prescribed by law which a court of
      competent jurisdiction may deem applicable hereto, then, ipso
      facto,
      the
      obligation to be fulfilled shall be reduced to the highest lawful rate of
      interest permissible under such applicable laws, and if, for any reason
      whatsoever, Lender shall ever receive as interest an amount which would be
      deemed unlawful under such applicable law, such interest shall be automatically
      applied to the payment of the principal of this Note (whether or not then due
      and payable) and not to the payment of interest or refunded to Borrower if
      such
      principal has been paid in full.

     

    Any
      notice which either party hereto may be required or may desire to give hereunder
      shall be governed by the notice provisions of the Loan Agreement.

     

    


     

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            B-2

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    BORROWER
      HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY
      HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION
      WITH
      THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS
      OF BORROWER OR LENDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN
      THE
      SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
      COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER
      WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (i) IT HAS READ
      AND
      UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER
      HAS
      BEEN REVIEWED BY BORROWER AND BORROWER’S COUNSEL AND IS A MATERIAL INDUCEMENT
      FOR LENDER TO ENTER INTO THE LOAN DOCUMENTS, AND (iii) THIS WAIVER SHALL BE
      EFFECTIVE AS TO EACH OF THE LOAN DOCUMENTS AS IF FULLY INCORPORATED
      THEREIN.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Note or caused this Note to be executed by its
      duly authorized representative as of the date first above written.

     

    PRIVATEBANCORP,
      INC.

     

    By:
             

    Name:

    Title:

    


     

    


     

    


     

    


     

    


     


    
      
        
          B-3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        Loan Number
          _______

      

    



    EXHIBIT
      C

     

    FORM
      OF
      SUBORDINATED DEBENTURE

     

    THIS
      SUBORDINATED DEBENTURE IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
      BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL
      AGENCY.

     

     

    


     

    
      	
              $25,000,000.00

            	
              Chicago,
                Illinois

               

              September
                ___, 2005

               

            


    

    FOR
      VALUE RECEIVED,
      the
      undersigned, PRIVATEBANCORP, INC., a Delaware corporation (“Borrower”),
      hereby promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a
      national banking association, or any holder hereof from time to time
      (“Lender”),
      at
      such place as may be designated in writing by Lender, the principal sum of
      TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) (or so much thereof
      that
      has been advanced and remains outstanding) with interest thereon as hereinafter
      provided. This Subordinated Debenture (this “Subordinated
      Debenture”) is
      issued
      pursuant to the terms of an Amended and Restated Loan and Subordinated Debenture
      Purchase Agreement of even date herewith by and between Borrower and Lender
      (said Amended and Restated Loan and Subordinated Debenture Purchase Agreement
      together with the Agreed Upon Terms and Procedures, as each may be amended,
      restated, supplemented or modified from time to time, is referred to hereinafter
      as the “Loan
      Agreement”).
      All
      capitalized terms used but not defined herein shall have the respective meanings
      ascribed to them in the Loan Agreement.

     

    All
      accrued interest and unpaid principal due and payable under this Subordinated
      Debenture shall be paid in full on or before the Subordinated Debenture Maturity
      Date.

     

    The
      unpaid principal amount outstanding under this Subordinated Debenture from
      time
      to time shall bear interest before maturity in accordance with the Loan
      Agreement, computed on the basis of a 360-day year and charged for actual days
      elapsed. Under certain circumstances as provided in the Loan Agreement, overdue
      interest payments under this Subordinated Debenture shall bear interest from
      the
      due date thereof until paid at a daily rate equal to the Default Rate of
      Interest, computed on the basis of a 360-day year and charged for actual days
      elapsed, except as otherwise provided in the Loan Agreement.

     

    All
      accrued interest shall be payable at Lender’s principal place of business on a
      quarterly basis in arrears on the last day of each September, December, March
      and June, commencing September 30, 2005. The outstanding unpaid principal
      balance of this Subordinated Debenture shall be payable in one installment
      on
      the Subordinated Debenture Maturity Date. Whenever any payment to be made under
      this Subordinated Debenture shall be due on a day that is not a Business Day,
      such payment shall be made on the next succeeding Business Day, and such
      extension of time shall be included in the computation of interest due upon
      this
      Subordinated Debenture. There shall be no penalties or other charges payable
      by
      Borrower to Lender hereunder other than those payments described in this
      Subordinated Debenture or in the Loan Agreement. Borrower may prepay all or,
      from time to time, part of the outstanding unpaid principal balance under this
      Subordinated Debenture at any time without penalty.

     

    This
      Subordinated Debenture is not secured by any assets of Borrower.

     

    So
      long
      as any portion of the unpaid principal of this Subordinated Debenture is deemed
      to be Tier 2 Capital of Borrower in accordance with the rules and regulations
      of
      the FRB applicable to the capital status of the subordinated debt of bank
      holding companies, the rights of Lender to the principal sum hereunder or any
      part hereof and to any accrued interest thereon shall remain subject and
      subordinate (in accordance with SR 92-37 issued by the FRB on October 15, 1992)
      to the claims of creditors of Borrower with respect to the following
      (“Senior
      Claims”)
      (a)
      borrowed and purchased money, (b) similar obligations arising from
      off-balance-sheet guaranties and direct-credit substitutes, and (c) obligations
      associated with derivative products such as interest-rate and foreign
      exchange-rate contracts, commodity contracts, and similar arrangements (clauses
      (a), (b) and (c) expressly exclude Trust Preferred Indebtedness, as defined
      below, with respect to which, accordingly, the rights of Lender are not
      subordinate). Upon dissolution or liquidation of Borrower, no payment of
      principal, interest or premium (including post-default interest) shall be due
      and payable under the terms of this Subordinated Debenture until all Senior
      Claims (which expressly exclude Trust Preferred Indebtedness) shall have been
      paid in full. If this Subordinated Debenture ceases to be deemed to be Tier
      2
      Capital of Borrower in accordance with the rules and regulations of the FRB
      applicable to the capital status of the subordinated debt of bank holding
      companies, other than due to the limitations imposed by the second sentence
      of
      12 C.F.R §250.166(e), which limits the capital treatment of subordinated debt
      during the five years immediately preceding the maturity date of the
      subordinated debt, Borrower shall: immediately notify Lender; and immediately
      upon request of Lender execute and deliver all such agreements (including
      without limitation pledge agreements and replacement notes) as Lender may
      request in order to restructure the obligation evidenced hereby as a senior
      secured obligation of Borrower. If Borrower fails to execute such agreements
      as
      required by Lender within 30 days of Lender’s request, such failure shall be
      deemed to be an Event of Default as provided in Section
      8.1.1
      of the
      Loan Agreement.

    
      
        C-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

     

    As
      used
      herein, “Trust
      Preferred Indebtedness”
      shall
      mean indebtedness incurred in connection with, or relating to, any trust
      preferred securities caused to be issued by, or reflected in the consolidated
      financial statements of, Borrower, including the subordinated indebtedness
      evidenced by the Junior Subordinated Debentures.

     

    If
      an
      Event of Default shall occur, Lender shall have the rights set forth in
Section
      8.6 of
      the
      Loan Agreement.

     

    If
      any
      attorney is engaged by Lender to enforce or defend any provision of this
      Subordinated Debenture or any of the other Loan Documents, or as a consequence
      of any Event of Default, with or without the filing of any legal action or
      proceeding, then Borrower shall pay to Lender immediately upon demand all
      attorneys’ fees and expenses, together with interest thereon from the date of
      such demand until paid at the rate of interest applicable to the principal
      balance owing hereunder as if such unpaid attorneys’ fees and expenses had been
      added to the principal.

     

    No
      previous waiver and no failure or delay by Lender in acting with respect to
      the
      terms of this Subordinated Debenture or any of the other Loan Documents shall
      constitute a waiver of any breach, default or failure of condition under this
      Subordinated Debenture, the Loan Agreement or any of the other Loan Documents
      or
      the obligations secured thereby. A waiver of any term of this Subordinated
      Debenture or any of the other Loan Documents or of any of the obligations
      secured thereby must be made in writing and shall be limited to the express
      written terms of such waiver. In the event of any inconsistencies between the
      terms of this Subordinated Debenture and the terms of any other document related
      to the Loan evidenced by this Subordinated Debenture, the terms of this
      Subordinated Debenture shall prevail. 

     

    Except
      as
      otherwise provided in the Loan Agreement, Borrower expressly waives
      present-ment, demand, notice of dishonor, notice of default or delinquency,
      notice of acceleration, notice of protest and nonpayment, notice of costs,
      expenses or losses and interest thereon, notice of late charges, and diligence
      in taking any action to collect any sums owing under this Subordinated
      Debenture. In addition, Borrower expressly agrees that this Subordinated
      Debenture and any payment coming due hereunder may be extended from time to
      time
      without in any way affecting the liability of any such party
      hereunder.

     

    Time
      is
      of the essence with respect to every provision hereof. This Subordinated
      Debenture shall be construed and enforced in accordance with the laws of the
      State of Illinois, except to the extent that federal laws preempt the laws
      of
      the State of Illinois, and all persons and entities in any manner obligated
      under this Subordinated Debenture consent to the jurisdiction of any federal
      or
      State court within the State of Illinois having proper venue and also consent
      to
      service of process by any means authorized by Illinois or Federal law. Any
      reference contained herein to attorneys’ fees and expenses shall be deemed to be
      to reasonable fees and expenses and to include all reasonable fees and expenses
      of in-house or staff attorneys and the reasonable fees and expenses of any
      other
      experts or consultants.

    
      
        C-2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    All
      agreements between Borrower and Lender (including, without limitation, this
      Subordinated Debenture and the Loan Agreement, and any other documents securing
      all or any part of the indebtedness evidenced hereby) are expressly limited
      so
      that in no event whatsoever shall the amount paid or agreed to be paid to Lender
      exceed the highest lawful rate of interest permissible under applicable law.
      If,
      from any circumstances whatsoever, fulfillment of any provision hereof, the
      Loan
      Agreement or any other documents securing all or any part of the indebtedness
      evidenced hereby at the time performance of such provisions shall be due, shall
      involve exceeding the limit of validity prescribed by law which a court of
      competent jurisdiction may deem applicable hereto, then, ipso
      facto,
      the
      obligation to be fulfilled shall be reduced to the highest lawful rate of
      interest permissible under such applicable laws, and if, for any reason
      whatsoever, Lender shall ever receive as interest an amount which would be
      deemed unlawful under such applicable law, such interest shall be automatically
      applied to the payment of the principal of this Subordinated Debenture (whether
      or not then due and payable) and not to the payment of interest or refunded
      to
      Borrower if such principal has been paid in full.

     

    Lender
      may sell, assign, pledge or otherwise transfer or encumber any or all of its
      interest under this Subordinated Debenture at any time and from time to time.
      In
      the event of a transfer, all terms and conditions of this Subordinated Debenture
      shall be binding upon and inure to the benefit of the transferee after such
      transfer.

     

    Upon
      receipt of notice from Lender advising Borrower of the loss, theft, destruction
      or mutilation of this Subordinated Debenture, Borrower shall, execute and
      deliver in lieu thereof a new debenture in principal amount equal to the unpaid
      principal amount of such lost, stolen, destroyed or mutilated debenture, dated
      the date to which interest has been paid on such lost, stolen, destroyed or
      mutilated Subordinated Debenture.

     

    Unless
      otherwise provided in the Loan Agreement, all payments on account of the
      indebtedness evidenced by this Subordinated Debenture shall be first applied
      to
      the payment of costs and expenses of Lender which are due and payable, then
      to
      past-due interest on the unpaid principal balance and the remainder to
      principal.

     

    Any
      notice which either party hereto may be required or may desire to give hereunder
      shall be governed by the notice provisions of the Loan Agreement.

     

    


     

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          C-3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    BORROWER
      HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY
      HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION
      WITH
THIS
      SUBORDINATED DEBENTURE
      OR ANY
      OF THE OTHER LOAN DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF BORROWER
      OR
      LENDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF
      THIS SUBORDINATED DEBENTURE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT
      LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS
      WAIVER WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (i) IT HAS
      READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS
      WAIVER HAS BEEN REVIEWED BY BORROWER AND BORROWER’S COUNSEL AND IS A MATERIAL
      INDUCEMENT FOR LENDER TO ENTER INTO THE LOAN DOCUMENTS, AND (iii) THIS WAIVER
      SHALL BE EFFECTIVE AS TO EACH OF THE LOAN DOCUMENTS AS IF FULLY INCORPORATED
      THEREIN.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned has executed this Subordinated Debenture or caused this Subordinated
      Debenture to be executed by its duly authorized representative as of the date
      first above written.

     

    PRIVATEBANCORP,
      INC.

     

    By:
              

    Name:

    Title:

    


    


    



    
      
        
          C-4

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      D

     

    FORM
      OF
      AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

     

    THIS
      AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Pledge
      Agreement”)
      is
      dated as of September ___, 2005 and is made by and between PRIVATEBANCORP,
      INC.,
      a Delaware corporation (“Pledgor”),
      and
      LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

     

    R
      E C I T A L S
      :

     

    A. Borrower
      is a bank holding company that owns 100% of the issued and outstanding capital
      stock of PrivateBank and Trust Company, an Illinois state-chartered, non-member
      bank with its main office located in Chicago, Illinois (“PrivateBank”),
      The
      PrivateBank, a federal savings bank with its main office located in St. Louis,
      Missouri (“PrivateBank
      St. Louis”),
      and
      The PrivateBank, a Michigan state-chartered, non-member bank with its main
      office located in Bloomfield Hills, Michigan (“PrivateBank
      Michigan”).
      The
      issued and outstanding capital stock of PrivateBank, PrivateBank St. Louis
      and
      PrivateBank Michigan may be referred to as the “Pledged
      Subsidiary Bank Shares”.
      PrivateBank, PrivateBank St. Louis and PrivateBank Michigan may be referred
      to
      herein collectively as the “Bank
      Subsidiaries”
      and
      individually as a “Bank
      Subsidiary.”

     

    B. Borrower
      has requested that Lender provide it with three credit facilities in the
      aggregate principal amount of $65,000,000 consisting of a Term Loan in the
      principal amount of $250,000, a Revolving Loan in the principal amount of
      $39,750,000 and Subordinated Debt in the principal amount of
      $25,000,000.

     

    C. This
      Pledge Agreement has been executed and delivered by Pledgor to Lender pursuant
      to Section
      3.2.3
      of the
      Loan Agreement (as defined below), and amends and restates that certain Pledge
      and Security Agreement between Pledgor and Lender, dated as of February 11,
      2000, as amended, restated, supplemented or modified.

     

    THEREFORE,
      in
      consideration of the mutual covenants, conditions and agreements and to induce
      Lender to enter into the Loan Agreement and to make Loans and other financial
      accommodations to Pledgor, the parties hereby agree as follows:

     

    A
      G R
      E E M E N T:

     

    1.  DEFINITIONS

     

    1.1.  Defined
      Terms.
      The
      following capitalized terms generally used in this Pledge Agreement shall have
      the meanings defined or referenced below (such meanings to be equally applicable
      to both the singular and the plural forms of the term defined). Certain other
      capitalized terms used in specific sections of this Pledge Agreement may be
      defined in such sections.

     

    “Best
      Efforts”
      means
      commercially reasonable, good faith efforts.

     

    “Certificates”
      means
      any and all notes, warrants, options, stock certificates or other documents
      or
      instruments now or hereafter received or receivable by Pledgor and representing
      Pledgor’s interest in the Pledged Stock.

     

    “Loan
      Agreement”
      means
      that Amended and Restated Loan and Subordinated Debenture Purchase Agreement
      of
      even date herewith between Lender and Pledgor together with the Agreed Upon
      Terms and Procedures, as each may be amended, restated, supplemented or modified
      from time to time, both of which are hereby incorporated by reference in this
      Pledge Agreement.

    
      
        D-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Pledged
      Stock”means:
      (i) the shares of capital stock of the Bank Subsidiaries as described on the
      attached Schedule
      A
      hereto
      and any and all other shares of capital stock issued by any Bank Subsidiary
      previously or hereafter acquired by Pledgor, whether directly from a Bank
      Subsidiary or otherwise and whether such other shares are now or hereafter
      in
      the possession of Pledgor, Lender or other holder; (ii) all stock and other
      securities or property which are issued pursuant to conversion, redemption,
      exercise of rights, stock split, recapitalization, reorganization, stock
      dividends or other corporate act which are referable to the shares referenced
      in
      clause (i) or this clause (ii) (collectively, the “Additional
      Pledged Securities”);
      (iii)
      all distributions, whether cash or otherwise, in the nature of a partial or
      complete liquidation, dissolution or winding up which are referable to the
      shares referenced in clause (i) or clause (ii) (such distributions are
      hereinafter referred to as “Liquidating
      Distributions”);
      and
      (iv) all substitutions for any of the foregoing, proceeds of and from any of
      the
      foregoing and all interest, cash dividends or other payments in respect of
      any
      of the foregoing.

     

    1.2.  Other
      Defined Terms.
      All
      other capitalized terms used herein have the meanings assigned to them in the
      Loan Agreement.

     

    1.3.  Exhibits
      and Schedules Incorporated.
      All
      exhibits and schedules attached hereto or referenced herein, are hereby
      incorporated into this Pledge Agreement.

     

    2.  PLEDGE
      AND GRANT OF SECURITY INTERESTS.
      Pledgor
      hereby pledges, collaterally assigns, hypothecates and transfers to Lender
      all
      Pledged Stock, together with appropriate undated assignments separate from
      the
      Certificates duly executed in blank, and hereby grants to and creates in favor
      of Lender liens and security interests in the Pledged Stock as collateral
      security for (a) the due and punctual payment when due (whether at maturity,
      by
      acceleration or otherwise) in full of all amounts due under the Senior Notes
      (as
      the same may be amended, restated, supplemented, modified, extended or replaced
      from time to time) in the aggregate face amount as of the date hereof of Forty
      Million Dollars ($40,000,000) executed and delivered by Pledgor to Lender
      pursuant to the Loan Agreement; (b) the due and punctual performance and
      observance by Pledgor of all other Borrower’s Liabilities; (c) the due and
      punctual performance and observance by Pledgor of all of its agreements,
      obligations, liabilities and duties under this Pledge Agreement, the Loan
      Agreement and the other Loan Documents; (d) all amounts due to the Lender under
      the Senior Notes, including any and all modifications, extensions, renewals
      or
      refinancings thereof and including, without limitation, all principal, interest
      and other amounts due under the Senior Notes; (e) all sums advanced by, or
      on
      behalf of, the Lender in connection with, or relating to, the Loan Agreement,
      the Senior Notes or the Pledged Stock including, without limitation, any and
      all
      sums advanced to preserve the Pledged Stock, or to perfect the Lender’s security
      interest in the Pledged Stock; (f) in the event of any proceeding to enforce
      the
      satisfaction of the obligations, or any of them, or to preserve and protect
      their rights under the Loan Agreement, the Senior Notes, this Pledge Agreement
      or any other agreement, document or instrument relating to the transactions
      contemplated in the Loan Agreement, the reasonable expenses of retaking,
      holding, preparing for sale, selling or otherwise disposing of or realizing
      on
      the Pledged Stock, or of any exercise by the Lender of its rights, together
      with
      reasonable attorneys' fees, expenses and court costs; (g) any indebtedness,
      obligation or liability of the Pledgor to the Lender, whether direct or
      indirect, joint or several, absolute or contingent, now or hereafter existing,
      however created or arising and however evidenced; (h) any indebtedness,
      obligation or liability of the Pledgor under or in connection with any Interest
      Rate Protection Agreement; and (i) all costs incurred by Lender to obtain,
      perfect, preserve and enforce the liens and security interests granted by this
      Pledge Agreement, the Loan Agreement and the other Loan Documents, to collect
      the Obligations Secured Hereby (as hereinafter defined) and to maintain and
      preserve the Pledged Stock, with such costs including, without limitation,
      expenditures made by Lender for attorneys’ fees and other legal expenses and
      expenses of collection, possession and sale of the Pledged Stock, together
      with
      interest on all such costs at the Default Rate (the foregoing subsections
      (a) through
      (i) are collectively referred to herein as the “Obligations
      Secured Hereby”).
      Notwithstanding anything above in this Section
      2
      to the
      contrary, the Pledged Stock shall not be collateral security for amounts
      outstanding under the Subordinated Debenture that are deemed to be Tier 2
      Capital of Pledgor in accordance with the rules and regulations of the FRB
      applicable to the capital status of the subordinated debt of bank holding
      companies, without giving effect to the limitation imposed by the second
      sentence of 12 C.F.R. §250.166(e), which limits the capital treatment of
      subordinated debt during the five years immediately preceding the maturity
      date
      of the subordinated debt.

    
      
        D-2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  DELIVERY
      OF PLEDGED STOCK.
      On the
      date hereof, Pledgor shall place the Pledged Stock in pledge by delivering
      the
      Certificates to and depositing them with Lender, its agent or any custodian
      appointed in writing by Lender. Pledgor shall also deliver to Lender, its agent
      or any custodian concurrently therewith undated assignments separate from the
      Certificates duly executed in blank and all other applicable and appropriate
      documents and assignments in form suitable to enable Lender to effect the
      transfer of all or any portion of the Pledged Stock to the extent hereinafter
      provided.

     

    4.  ADDITIONAL
      COLLATERAL

     

    4.1.  Delivery
      of Additional Pledged Securities.
      If
      Pledgor shall hereafter become entitled to receive or shall receive any
      interest, cash dividends, cash proceeds, any Additional Pledged Securities,
      any
      Liquidating Distributions, or any other cash or non-cash payments on account
      of
      the Pledged Stock, Pledgor agrees to accept the same as Lender’s agent and to
      hold the same in trust on behalf of and for the benefit of Lender and agrees
      to
      promptly deliver the same or any Certificates therefor forthwith to Lender
      or
      its agent in the exact form received, with the endorsement of Pledgor, when
      necessary, or appropriate undated assignments separate from the Certificates
      duly executed in blank, to be held by Lender or its agent subject to the terms
      hereof.

     

    4.2.  Proceeds;
      Dividends and Voting.
      Notwithstanding anything contained in this Pledge Agreement to the contrary,
      Pledgor shall be entitled to receive or shall receive such interest and cash
      dividends paid on account of the Pledged Stock, and to exercise voting rights
      with respect to the Pledged Stock, so long as there has not occurred any Event
      of Default under the Loan Agreement or this Pledge Agreement (an Event of
      Default under this Pledge Agreement being defined in Section
      7.1).

     

    5.  REPRESENTATIONS
      AND WARRANTIES OF THE PLEDGOR.
      To
      induce Lender to enter into this Pledge Agreement and the Loan Agreement,
      Pledgor makes the following representations and warranties to
      Lender:

     

    5.1.  Pledgor
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware.

     

    5.2.  The
      execution and delivery of this Pledge Agreement and the performance by Pledgor
      of its obligations hereunder are within Pledgor’s corporate powers and have been
      duly authorized by all necessary corporate action.

     

    5.3.  Pledgor
      owns beneficially and of record all of the issued and outstanding shares of
      capital stock of the Bank Subsidiaries and has good and marketable title to
      all
      of the Pledged Stock.

     

    5.4.  Pledgor
      holds the Pledged Stock free and clear of all liens, charges, encumbrances,
      security interests, options, voting trusts and restrictions of every kind and
      nature whatsoever except only the liens and security interests created by this
      Pledge Agreement or otherwise in favor of Lender.

     

    5.5.  Each
      security which is a part of the Pledged Stock has been duly authorized and
      validly issued and is fully paid and nonassessable.

     

    5.6.  This
      Pledge Agreement has been duly executed and delivered by Pledgor and constitutes
      the legal, valid and binding obligation of Pledgor enforceable against it in
      accordance with its terms.

     

    5.7.  No
      consent or approval of any governmental body, regulatory authority or securities
      exchange or other Person or entity is required to be obtained by Pledgor in
      connection with the execution, delivery and performance of this Pledge Agreement
      other than those that have been obtained already.

     

    5.8.  The
      execution, delivery and performance of this Pledge Agreement will not violate
      any provision of any applicable law or regulation or of any writ or decree
      of
      any court or governmental instrumentality or of any indenture, contract,
      agreement or other undertaking to which Pledgor is a party or which purports
      to
      be binding upon Pledgor or upon any of its assets and will not result in the
      creation or imposition of any lien, charge or encumbrance on or security
      interest in any of the assets of Pledgor except as contemplated by this Pledge
      Agreement or otherwise in favor of Lender.

    
      
        D-3

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.9.  The
      pledge, collateral assignment and delivery of the Pledged Stock pursuant to
      this
      Pledge Agreement creates a valid first lien and first and senior security
      interest in the Pledged Stock, which lien and security interest are
      perfected.

     

    6.  PLEDGOR’S
      COVENANTS.

     

    6.1.  Pledgor
      covenants and agrees that it will defend Lender’s lien and security interest in
      and to the Pledged Stock against the claims and demands of all persons
      whomsoever.

     

    6.2.  Pledgor
      covenants and agrees that without the prior written consent of Lender, it will
      not sell, convey or otherwise dispose of any of the Pledged Stock, or create,
      incur or permit to exist any pledge, lien, mortgage, hypothecation, security
      interest, charge, option or any other encumbrance or restriction with respect
      to
      any of the Pledged Stock, or any interest therein, or any proceeds thereof,
      except for the liens and security interests created by this Pledge
      Agreement.

     

    6.3.  Pledgor
      covenants and agrees that it will not consent to the issuance of: (i) any
      additional shares of capital stock of the Pledged Stock unless such shares
      are
      pledged and the Certificates therefor delivered to Lender, simultaneously with
      the issuance thereof, together with appropriate undated assignments separate
      from the Certificates duly executed in blank; and (ii) any options by the issuer
      of the Pledged Stock obligating such issuer to issue additional shares of
      capital stock of any class of such issuer.

     

    6.4.  At
      any
      time from time to time, upon the written request of Lender, and at the sole
      expense of Pledgor, Pledgor covenants and agrees that it will promptly and
      duly
      execute and deliver such further instruments and documents and take such further
      actions as Lender may reasonably request for the purposes of obtaining or
      preserving the full benefits of this Pledge Agreement and of the rights and
      powers herein granted, including, without limitation, the filing of UCC-1
      financing statements in favor of Lender with respect to the Pledged Stock and
      the proceeds thereof, in form satisfactory to Lender and with the Secretary
      of
      State of any state as Lender may determine. If any amount payable under or
      in
      connection with any of the Pledged Stock shall be or become evidenced by any
      promissory note, other instrument or chattel paper, such note, instrument or
      chattel paper shall be immediately delivered to Lender, duly endorsed in a
      manner satisfactory to Lender, to be held as Pledged Stock pursuant to this
      Pledge Agreement.

     

    6.5.  Pledgor
      covenants and agrees to pay, and to save the Lender harmless from any and all
      liabilities with respect to or resulting from any delay in paying, any and
      all
      stamp, excise, sales or other taxes which may be payable or determined to be
      payable with respect to any of the Pledged Stock or in connection with any
      of
      the transactions contemplated by this Pledge Agreement.

     

    7.  RIGHTS
      AND REMEDIES UPON DEFAULT.
      

     

    7.1.  If
      any
      Event of Default under the Loan Agreement or a default or breach in any respect
      by Pledgor of any representation, warranty, covenant or agreement of Pledgor
      under this Pledge Agreement (after the expiration of any applicable cure period
      or grace period hereunder or thereunder, which breach shall be deemed an Event
      of Default under the Loan Agreement and an Event of Default hereunder) shall
      occur, Lender may do any one or more of the following: (a) declare the
      Obligations Secured Hereby to be forthwith due and payable, whereupon such
      Obligations Secured Hereby shall become immediately due and payable without
      presentment, demand, protest or other notice of any kind; and/or (b) proceed
      to
      protect and enforce its rights under this Pledge Agreement, the Notes, the
      Loan
      Agreement, or any of the other Loan Documents through other appropriate
      proceedings, and Lender shall have, without limitation, all of the rights and
      remedies provided by applicable law, including, without limitation, the rights
      and remedies of a secured party under the Illinois Uniform Commercial Code
      (the
“UCC”)
      and,
      in addition thereto, Lender shall be entitled, at Lender’s option, to exercise
      all voting and corporate rights with respect to the Pledged Stock as it may
      determine, without liability therefor, but Lender shall not have any duty to
      exercise any voting and corporate rights in respect of the Pledged Stock and
      shall not be responsible or liable to Pledgor or any other person for any
      failure to do so or delay in so doing.

    
      
        D-4

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2.  Without
      limiting the generality of the foregoing, if any Event of Default hereunder
      or
      under the Loan Agreement shall occur, Lender shall have the right to sell the
      Pledged Stock, or any part thereof, at public or private sale or at any broker’s
      board or on any securities exchange for cash, upon credit or for future
      delivery, and at such price or prices as Lender may deem best, and Lender may
      be
      the purchaser of any or all of the Pledged Stock so sold and thereafter Lender
      or any other purchaser shall hold the same free from any right or claim of
      whatsoever kind. Lender is authorized, at any such sale, if it deems it
      advisable so to do, to restrict the number of prospective bidders or purchasers
      to persons who will represent and agree that they are purchasing for their
      own
      account, for investment, and not with a view to the distribution or resale
      of
      the Pledged Stock and may otherwise require that such sale be conducted subject
      to restrictions as to such other matters as Lender may deem necessary in order
      that such sale may be effected in such manner as to comply with all applicable
      state and federal securities laws. Upon any such sale, Lender shall have the
      right to deliver, assign and transfer to the purchaser thereof the Pledged
      Stock
      so sold.

     

    7.3.  Each
      purchaser at any such sale shall hold the property sold, absolutely free from
      any claim or right of whatsoever kind, including any equity or right of
      redemption of Pledgor, who hereby specifically waives all rights of redemption,
      stay or appraisal which it has or may have under any rule of law or statute
      now
      existing or hereafter adopted. Lender shall give Pledgor not less than ten
      days’
      written notice of its intention to make any such public or private sale or
      at
      any broker’s board or on any securities exchange (with such notice to state the
      time and place of such sale), and Pledgor agrees that such notice shall be
      deemed reasonable.

     

    7.4.  Any
      such
      public sale shall be held at such time or times within the ordinary business
      hours and at such place or places as Lender may fix in the notice of such sale.
      At any sale, the Pledged Stock may be sold in one lot as an entirety or in
      parts, as Lender may determine. Lender shall not be obligated to make any sale
      pursuant to any such notice. Lender may, without notice or publication, adjourn
      any sale, and such sale may be made at any time or place to which the same
      may
      be so adjourned. In case of any sale of all or any part of the Pledged Stock
      on
      credit or for future delivery, the Pledged Stock so sold may be retained by
      Lender until the selling price is paid by the purchaser thereof, but Lender
      shall not incur any liability in case of the failure of such purchaser to take
      up and pay for the Pledged Stock so sold and, in case of any such failure,
      such
      Pledged Stock may again be sold upon like notice.

     

    7.5.  Lender,
      instead of exercising the power of sale herein conferred upon it, may proceed
      by
      a suit or suits at law or in equity to foreclose this Pledge Agreement and
      sell
      the Pledged Stock, or any portion thereof, under a judgment or decree of a
      court
      or courts of competent jurisdiction.

     

    7.6.  On
      any
      sale of the Pledged Stock, Lender is hereby authorized to comply with any
      limitation or restriction in connection with such sale that it may be advised
      by
      counsel is necessary in order to avoid any violation of applicable law or in
      order to obtain any required approval of the purchaser or purchasers by any
      third party or any governmental regulatory authority or officer or court,
      including, without limitation, all limitations and restrictions imposed by
      federal and state banking laws and regulations. Compliance with the foregoing
      sentence shall result in such sale or disposition being considered or deemed
      to
      have been made in a commercially reasonable manner.

     

    7.7.  In
      furtherance of the exercise by Lender of the rights and remedies granted to
      it
      hereunder, Pledgor agrees that, upon request of Lender and at the expense of
      Pledgor, it will use its Best Efforts to obtain all third party and governmental
      approvals necessary for or incidental to the exercise of remedies by Lender
      with
      respect to the Pledged Stock or any part thereof, including, without limitation,
      approvals from the FRB, OTS, MOFIS and IDFPR.

    
      
        D-5

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.  REGISTRATION
      RIGHTS; PRIVATE SALES.
      

     

    8.1.  If
      Lender
      shall determine to exercise its right to sell any or all of the Pledged Stock
      pursuant to Section
      7
      hereof,
      and if in the opinion of Lender it is necessary or advisable to have the Pledged
      Stock, or that portion thereof to be sold, registered under the provisions
      of
      the Securities Act of 1933, as amended (the “Securities
      Act”),
      the
      Pledgor will cause the issuer of the Pledged Stock to (a) execute and deliver,
      and cause to be done all such other acts, as may be, in the opinion of Lender,
      necessary or advisable to register the Pledged Stock, or that portion thereof
      to
      be sold, under the provisions of the Securities Act, (b) use its Best Efforts
      to
      cause the registration statement relating thereto to become effective and to
      remain effective for a period of one (1) year from the date of the first public
      offering of the Pledged Stock, or that portion thereof to be sold, and (c)
      make
      all amendments thereto and/or to the related prospectus which, in the opinion
      of
      Lender, are necessary or advisable, all in conformity with the requirements
      of
      the Securities Act and the rules and regulations of the SEC applicable thereto.
      Pledgor agrees to cause such issuer to comply with the provisions of the
      securities or “Blue Sky” laws of any and all jurisdictions which Lender shall
      designate and to make available to its security holders, as soon as practicable,
      an earnings statement (which need not be audited) which will satisfy the
      provisions of Section
      11(a)
      of the
      Securities Act.

     

    8.2.  Pledgor
      hereby acknowledges that, notwithstanding that a higher price might be obtained
      for the Pledged Stock at a public sale than at a private sale or sales, the
      making of a public sale of the Pledged Stock may be subject to registration
      requirements and other legal restrictions compliance with which could require
      such actions on the part of Pledgor, could entail such expenses and could
      subject Lender and any underwriter through whom the Pledged Stock may be sold
      and any controlling Person of any thereof to such liabilities as would make
      the
      making of a public sale of the Pledged Stock impractical. Accordingly, Pledgor
      hereby agrees that private sales made by Lender in accordance with the
      provisions of Section
      7
      hereof
      may be at prices and on other terms less favorable to the seller than if the
      Pledged Stock were sold at public sale, that Lender shall not have any
      obligation to take any steps in order to permit the Pledged Stock to be sold
      at
      a public sale complying with the requirements of federal and state securities
      and similar laws, and that such sale shall not be deemed to be made in a
      commercially unreasonable manner solely because of its nature as a private
      sale.

     

    8.3.  Pledgor
      further agrees to use its Best Efforts to do or cause to be done all such other
      acts as may be necessary to make any sale or sales of all or any portion of
      the
      Pledged Stock pursuant to Section
      7
      and this
Section
      8
      valid
      and binding and in compliance with any and all other applicable requirements
      of
      law. Pledgor further agrees that a breach of any of the covenants contained
      in
Section
      7
      and this
Section
      8
      will
      cause irreparable injury to Lender, that Lender has no adequate remedy at law
      in
      respect of such breach and, as a consequence, that each and every covenant
      contained in Section
      7
      of this
Section
      8
      shall be
      specifically enforceable against Pledgor, and Pledgor hereby waives and agrees
      not to assert any defenses to the granting of equitable relief (such as, without
      limitation, any defense that Lender has an adequate remedy at law or that Lender
      will not be irreparably injured) in any action for specific performance of
      such
      covenants.

     

    9.  LIMITATION
      ON DUTIES REGARDING PLEDGED STOCK.
      Lender’s sole duty with respect to the custody, safekeeping and physical
      preservation of the Pledged Stock in its possession, under Section 9-207 of
      the
      UCC or otherwise, shall be to deal with it in the same manner as Lender deals
      with similar securities and property for its own account. Neither Lender nor
      any
      of its directors, officers, employees or agents shall be liable for any good
      faith failure to demand, collect or realize upon any of the Pledged Stock or
      for
      any delay in doing so or shall be under any obligation to see or otherwise
      dispose of any Pledged Stock or for any good faith delay in doing so or shall
      be
      under any obligation to see or otherwise dispose of any Pledged Stock upon
      the
      request of the Pledgor or otherwise.

     

    10.  POWERS
      COUPLED WITH AN INTEREST.
      All
      authorizations and agencies herein contained with respect to the Pledged Stock
      are irrevocable and powers coupled with an interest.

    
      
        D-6

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.  INDEMNIFICATION.
      Pledgor
      agrees to indemnify and hold harmless Lender (to the full extent permitted
      by
      law) from and against any and all claims, demands, losses, judgments,
      liabilities for penalties and excise taxes and other damages of whatever nature,
      and to reimburse Lender for all costs and expenses, including reasonable legal
      fees and disbursements, growing out of or resulting from the Pledged Stock,
      this
      Pledge Agreement, the Loan Agreement or the other Loan Documents or the
      administration and enforcement of this Pledge Agreement, the Loan Agreement
      or
      the other Loan Documents or exercise of any right or remedy granted to Lender
      hereunder except with respect to such claims, demands, losses, judgments,
      liabilities for penalties and excise taxes and other damages of whatever nature
      arising solely from the gross negligence or willful misconduct of Lender, but
      including without limitation, any tax liability incurred by Lender or any of
      its
      affiliates as a result of the exercise by Lender of any of its rights hereunder.
      In no event shall Lender be liable to Pledgor for any action taken by Lender
      that is permitted under this Pledge Agreement other than to account for proceeds
      of the Pledged Stock actually received by Lender.

     

    12.  DISTRIBUTION
      OF PLEDGED STOCK.
      Upon
      enforcement of this Pledge Agreement following the occurrence of an Event of
      Default under this Pledge Agreement, the Loan Agreement, or the Notes, the
      proceeds of the Pledged Stock shall be applied to the Obligations Secured Hereby
      in such order and manner as Lender may determine. In the event such monies
      shall
      be insufficient to pay all of the Obligations Secured Hereby, Pledgor shall
      be
      liable to Lender for any deficiency therein.

     

    13.  NO
      WAIVER; CUMULATIVE REMEDIES.
      Lender
      shall not by any act, delay, omission or otherwise be deemed to have waived
      any
      of its rights or remedies hereunder and no waiver shall be valid unless in
      writing, signed by Lender, and then such waiver shall be valid to the extent
      therein set forth. A waiver by Lender of any right or remedy hereunder on any
      one occasion shall not be construed as a bar to any right or remedy which Lender
      would otherwise have on any future occasion. No failure to exercise or any
      delay
      in exercising on the part of Lender any right, power or privilege hereunder
      shall operate as a waiver thereof; nor shall any single or partial exercise
      of
      any right, power or privilege hereunder preclude any other or further exercise
      thereof or the exercise of any other right, power or privilege. The rights
      and
      remedies herein provided are cumulative and not exclusive of any rights or
      remedies provided by law.

     

    14.  SEVERABILITY
      OF PROVISIONS.
      The
      provisions of this Pledge Agreement are severable, and if any clause or
      provision hereof shall be held invalid or unenforceable in whole or in part,
      then such invalidity or unenforceability shall attach only to such clause or
      provision or part thereof and shall not in any manner affect any other clause
      or
      provision in this Pledge Agreement.

     

    15.  AMENDMENTS;
      CHOICE OF LAW; BINDING EFFECT.

     

    15.1.  None
      of
      the terms or provisions of this Pledge Agreement may be altered, modified or
      amended except by an instrument in writing, duly executed by each of the parties
      hereto.

     

    15.2.  This
      Pledge Agreement shall be governed by and construed in accordance with the
      internal laws of the State of Illinois. Nothing herein shall be deemed to limit
      any rights, powers or privileges which Lender may have pursuant to any law
      of
      the United States of America or any rule, regulation or order of any department
      or agency thereof and nothing herein shall be deemed to make unlawful any
      transaction or conduct by Lender which is lawful pursuant to, or which is
      permitted by, any of the foregoing.

     

    15.3.  This
      Pledge Agreement is made for the sole benefit of Pledgor and Lender, and no
      other person shall be deemed to have any privity of contract hereunder nor
      any
      right to rely hereon to any extent or for any purpose whatsoever, nor shall
      any
      other person have any right of action of any kind hereon or be deemed to be
      a
      third party beneficiary hereunder.

     

    16.  NOTICES.
      All
      notices, consents, requests, demands and other communications hereunder shall
      be
      in writing and shall be given in accordance with Section
      9.8
      of the
      Loan Agreement.

     

    17.  HEADINGS.
      The
      descriptive headings hereunder used are for convenience only and shall not
      be
      deemed to limit or otherwise effect the construction of any provision
      hereof.

    
      
        D-7

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    18.  COUNTERPART
      EXECUTION.
      This
      Pledge Agreement may be executed in several counterparts each of which shall
      constitute an original, but all of which shall together constitute one and
      the
      same agreement.

     

    19.  FORUM;
      AGENT; VENUE.
      To
      induce Lender to accept this Pledge Agreement and the other Loan Documents,
      Pledgor irrevocably agrees that all actions or proceedings in any way, manner,
      or respect, arising out of or from or related to this Pledge Agreement or the
      other Loan Documents shall be litigated only in courts having suits within
      Chicago, Illinois. Pledgor hereby consents and submits to the jurisdiction
      of
      any local, state, or federal court located within said city. Pledgor hereby
      waives any right it may have to transfer or change the venue of any litigation
      brought against Pledgor by Lender.

     

    20.  IRREVOCABLE
      AUTHORIZATION AND INSTRUCTION TO ISSUERS.
      Pledgor
      hereby authorizes and instructs each issuer of Pledged Stock to comply with
      any
      instruction received by it from Lender in writing that (a) states that an Event
      of Default has occurred and (b) is otherwise in accordance with the terms of
      this Pledge Agreement, without any other or further instructions from Pledgor,
      and Pledgor agrees that the issuer shall be fully protected in so
      complying.

     


    
      
        
          D-8

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WAIVER
      OF RIGHT TO JURY TRIAL.
      PLEDGOR
      HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY
      HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION
      WITH
      THIS PLEDGE AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY
      OTHER STATEMENTS OR ACTIONS OF PLEDGOR OR LENDER. PLEDGOR ACKNOWLEDGES THAT
      IT
      HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF
      THIS
      WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT
      IT
      HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. PLEDGOR FURTHER ACKNOWLEDGES
      THAT (a) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS
      WAIVER, (b) THIS WAIVER HAS BEEN REVIEWED BY PLEDGOR AND PLEDGOR’S COUNSEL AND
      IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THE AGREEMENT AND THE OTHER
      LOAN DOCUMENTS (c) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER
      LOAN
      DOCUMENTS AS IF FULLY INCORPORATED THEREIN.

     

    IN
      WITNESS WHEREOF,
      the
      parties have caused this Pledge Agreement to be duly executed and delivered
      as
      of the day and year first above written.

    


    PRIVATEBANCORP,
      INC.

    


    


    


    By:
            

    Name:

    Title:

    


    


    LASALLE
      BANK NATIONAL ASSOCIATION

    


    


    By:
      _________________________________________

    Name:
      Michael A. Tighe, Jr.

    Title:
      First Vice President


    
      
        
          D-9

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    ISSUER:
      THE PRIVATEBANK AND TRUST COMPANY

     

    


     

    
      	
               

              Owner

            	
               

              Class

            	
              Certificate

              Number

            	
               

              Number
                of Shares

            	
               

               

              Percentage
                of Class

               

            
	 	 	 	 	 
	
              PrivateBancorp,
                Inc.

            	
              Common

            	
              _____

            	
              128,450

            	
              100%

               

            
	 	 	 	 	 


    

    


     

    


     

    ISSUER:
      THE PRIVATEBANK,
      a
      federal savings bank

     

    


     

    
      	
               

               

              Owner

            	
               

               

              Class

            	
               

              Certificate

              Number

            	
               

               

              Number
                of Shares

            	
               

               

               

               

              Percentage
                of Class

               

            
	 	 	 	 	 
	
              PrivateBancorp,
                Inc.

            	
              Common

            	
              _____

            	
              40,000

            	
              100%

            
	 	 	 	 	 


    

    


     

    


     

    ISSUER:
      THE PRIVATEBANK,
      a Michigan chartered bank

     

    
      	
               

               

              Owner

            	
               

               

              Class

            	
               

              Certificate

              Number

            	
               

               

              Number
                of Shares

            	
               

               

               

               

              Percentage
                of Class

               

            
	 	 	 	 	 
	
              PrivateBancorp,
                Inc.

            	
              Common

            	
              _____

            	
              ______

            	
              100%

            
	 	 	 	 	 


    

    


    



    
      
        
          D-10

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ACKNOWLEDGMENT

     

    The
      undersigned issuer of the Pledged Stock hereby acknowledges receipt of a copy
      of
      this Pledge Agreement and agrees to (a) note the restrictions herein on its
      books, records, ledgers and certificates maintained with respect to its capital
      stock, (b) not make or permit any dividends or distributions with respect to
      its
      capital stock except as permitted in this Pledge Agreement, and (c) not make
      or
      permit any sale, transfer or issuance of any of its capital stock or of any
      rights to acquire its capital stock except as permitted in this Pledge
      Agreement.

     

    THE
      PRIVATEBANK AND TRUST COMPANY, an
      Illinois chartered bank

     

    


    By:
            

    Name:

    Title:

    


    THE
      PRIVATEBANK, a
      federal
      savings bank

     

    


    By:
            

    Name:

    Title:
      

    


    THE
      PRIVATEBANK, a
      Michigan chartered bank

     

    


    By:
            

    Name:

    Title:

    



    
      
        
          D-11

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Assignment
      Separate from Certificate

     

    


     

    [Deliver
      one original per pledged stock certificate]

     

    FOR
      VALUE RECEIVED,
      PrivateBancorp, Inc., does hereby sell, assign and transfer unto
      ___________________________, ______________________________ (___) Shares of
      Common Stock of [PrivateBank
      and Trust Company/PrivateBank],
      standing in his/her/its name on the books of such corporation represented by
      Certificate(s) No. ___, ___, ___ and ___ and does hereby irrevocably constitute
      and appoint attorney to transfer such stock on the books of the within named
      bank with full power and substitution in the premises.

     

    Further
      under penalties of perjury, the undersigned certifies:

     

    
      	 	
              1.

            	
              That
                the number shown on this form is the undersigned’s correct taxpayer
                identification number.

            


    

     

    
      	 	
              2.

            	
              That
                the undersigned is not subject to backup withholding either because
                the
                undersigned had not been notified that the undersigned is subject
                to
                backup withholding as a result of a failure to report all interest
                or
                dividends, or the Internal Revenue Service has notified the undersigned
                that the undersigned is no longer subject to backup
                withholding.

            


    

     

    Taxpayer
      Identification #    

     

    Dated:
          

     

    PRIVATEBANCORP,
      INC.

    


    By:
      

    Name:

    Title:

    In
      presence of:

     

    


     

    


    


     

    


     

    


     


    
      
        
          D-12

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      E

     

    FORM
      OF
      RATE ELECTION NOTICE

     

    _________________,
      2005

     

    


    LaSalle
      Bank National Association

    135
      South
      LaSalle Street

    Chicago,
      Illinois 60603

    Attn:
      Mr.
      Michael A. Tighe, Jr.

     

    Ladies
      and Gentlemen:

     

    This
      will
      confirm the telephone conversation Ms./Mr. _____________________ had with your
      office on _____________, 200__, regarding Advances under and as defined in
      the
      Amended and Restated Loan and Subordinated Debenture Purchase Agreement dated
      as
      of September ___, 2005, as amended, as follows:

     

    


    


    FROM
      LOAN
      #:______________

     

    Amount
      of Advance: $____________

     

    Note
      (circle as applicable): 

     

    Term
      Note / Revolving Note / Subordinated Debenture

     

    Effective
      Date:  

     

    LIBOR
      Rate Tranche
      or
Base
      Rate Tranche
      (circle
      one, for Term Note only)

     

    


    Very
      truly yours,

    


    PRIVATEBANCORP,
      INC.

    


    


    


    By:
      

    Authorized
      Signature

    


    


    


    



    
      
        
          E-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      F

     

    FORM
      OF
      OPINION OF BORROWER’S COUNSEL

     

    __________________,
      2005

     

    LaSalle
      Bank National Association

    135
      South
      LaSalle Street

    Chicago,
      Illinois 60603

    Attn:
      Mr.
      Michael A. Tighe, Jr.

     

    Re: Loans
      to PrivateBancorp, Inc.

     

    Ladies
      and Gentlemen:

     

    We
      have
      served as counsel to PrivateBancorp, Inc. (“Borrower”),
      a
      corporation incorporated under the laws of Delaware, in connection with the
      Loans described in that certain Amended and Restated Loan and Subordinated
      Debenture Purchase Agreement dated as of September ___, 2005 (the "Loan
      Agreement")
      by and
      between Borrower and LaSalle Bank National Association, a national banking
      association (the "Lender").
      This
      opinion is being delivered to you pursuant to Section
      3.2.10
      of the
      Loan Agreement. Capitalized terms used herein and otherwise undefined shall
      have
      the meanings given them in the Loan Agreement.

     

    In
      order
      to render the opinions expressed herein, we have examined the following
      (collectively, the "Financing
      Documents"):

     

    1. the
      executed Loan Agreement, Agreed Upon Terms and Procedures and the other Loan
      Documents; and

     

    
      	 	
              2.

            	
              such
                other documents, instruments, writings and agreements as we deemed
                appropriate.

            


    

     

    In
      our
      examination of the Financing Documents, we have assumed the genuineness of
      all
      signatures, the authenticity of all documents submitted to us as originals,
      the
      conformity of all copies submitted to us with the originals to be delivered
      and
      the due authorization, execution and delivery by each party to such documents
      (other than the Borrower).

     

    Based
      on
      the foregoing and subject to the qualifications set forth in this letter, it
      is
      our opinion that:

     

    1.  Borrower
      is duly organized, validly existing and in good standing as a corporation under
      the laws of Delaware, is qualified to do business in all other states where
      the
      nature and extent of the business or activities transacted by it or the
      ownership of its assets makes such qualification necessary, except where the
      failure to do so qualify would not have a material adverse effect on Borrower,
      and has the requisite corporate power to conduct its business and activities
      as
      they have been and are now being conducted. Borrower is registered as a bank
      holding company under the Bank Holding Company Act of 1956, as
      amended.

     

    2.  Borrower
      has _________ shares of authorized stock divided into one class consisting
      of
      ___________ shares of Common Stock, of which __________ shares are issued and
      _________ shares are outstanding. All of such issued and outstanding shares
      are
      validly issued and outstanding, fully paid and non-assessable. [Conform
      to capitalization of Borrower].

     

    3.  PrivateBank
      St. Louis is a federal savings bank, duly organized, validly existing and in
      good standing under federal law. PrivateBank is an Illinois chartered bank,
      duly
      organized, validly existing and in good standing under the laws of Illinois
      PrivateBank Michigan is a Michigan chartered bank, duly organized, validly
      existing and in good standing under the laws of Michigan. The deposit accounts
      of the Subsidiary Banks are insured by the FDIC. The Subsidiary Banks have
      the
      requisite power and authority, corporate or otherwise, to conduct their
      respective businesses as they have been and are now being conducted. The
      authorized capital stock of each of PrivateBank, PrivateBank St. Louis and
      PrivateBank Michigan is as stated in the Loan Agreement and such stock is
      validly issued and outstanding, fully paid and non-assessable. The Pledge
      Agreement and the possession of the Pledged Subsidiary Bank Shares by the Lender
      are sufficient to create a first priority valid and perfected lien on such
      shares.

    
      
        F-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.  Borrower
      owns 100% of the outstanding capital stock of PrivateBank, PrivateBank St.
      Louis
      and PrivateBank Michigan free and clear of all liens, encumbrances and security
      interests of others other than encumbrances in favor of the Lender. None of
      the
      issued and outstanding shares of capital stock of PrivateBank, PrivateBank
      St.
      Louis or PrivateBank Michigan has been issued in violation of any preemptive
      rights. There are no options, warrants, or other rights outstanding to acquire
      any capital stock of PrivateBank, PrivateBank St. Louis or PrivateBank Michigan
      and no person or entity has any other right to purchase or acquire any unissued
      shares of capital stock of PrivateBank, PrivateBank St. Louis or PrivateBank
      Michigan, nor does PrivateBank, PrivateBank St. Louis or PrivateBank Michigan
      have any obligation of any nature with respect to its unissued shares of capital
      stock.

     

    5.  Provided
      that the Lender is an accredited investor within the meaning of Regulation
      D as
      promulgated under the Securities Act of 1933, as amended (the “Act”),
      it is
      not necessary in conjunction with the issuance of the Subordinated Debenture,
      to
      register the Subordinated Debenture under the Act or the laws of the State
      of
      Illinois.

     

    6.  No
      order,
      permission, consent or approval of any federal or state commission, board or
      regulatory authority is required for the execution and delivery or performance
      by Borrower of the Loan Documents.

     

    7.  Except
      as
      disclosed in the Loan Documents, there are no actions, suits, investigations,
      or
      proceedings pending, or to our knowledge and belief, threatened against or
      affecting Borrower or any Subsidiary, or the business or properties of Borrower
      or any Subsidiary, or before or by any Governmental Agency or any court,
      arbitrator or grand jury, which can reasonably be expected to result in any
      material adverse change in business, operations or properties or assets or
      in
      the condition, financial or otherwise, of Borrower or any Subsidiary, or in
      the
      ability of Borrower or any Subsidiary to perform under the Loan Documents.
      None
      of Borrower or any Subsidiary is, to our knowledge, in default with respect
      to
      any judgment, order, writ, injunction, decree, demand, rules or regulation
      of
      any court, arbitrator, grand jury, or of any Governmental Agency, default under
      which might have consequences which would materially and adversely affect the
      business, properties or assets of the condition, financial or otherwise, of
      Borrower or any Subsidiary.

     

    8.  There
      is
      no default by Borrower or any Subsidiary under any order, writ, injunction
      or
      decree of any court, any applicable law, instrumentality, any contract, lease,
      agreement, instrument or commitment to which any of them is a party or bound,
      which has or would have a material adverse effect upon the condition, financial
      or otherwise, of Borrower, or any Subsidiary or their ability to perform under
      the Loan Documents.

     

    9.  To
      our
      knowledge, no proceeds of the Loans will be used to purchase or carry any margin
      stock or to extend credit to others for purposes of purchasing or carrying
      margin stock.

     

    10.  The
      execution, delivery and performance by Borrower of the Loan Documents (i) are
      within its corporate powers, (ii) have been duly authorized by all necessary
      corporate action of Borrower, (iii) do not contravene (1) Borrower’s, any
      Subsidiary Bank’s or any other Subsidiary’s charter or by-laws or (2) any law or
      contractual restriction affecting Borrower, any Subsidiary Bank or any other
      Subsidiary and (iv) other than as contained in the Pledge Agreement, do not
      result in the creation of any lien or other encumbrance upon or with respect
      to
      any of the assets or property of Borrower, any Subsidiary Bank or any other
      Subsidiary.

    
      
        F-2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.  The
      Loan
      Documents are legally valid and binding obligations of Borrower and are
      enforceable against it in accordance with their respective terms, except as
      such
      enforceability may be limiting by bankruptcy, insolvency, reorganization,
      moratorium, or other laws relating to or limiting creditors’ rights or equitable
      principles generally.

     

    12.  The
      Loans
      are entitled to the benefits of the subordination provisions of each
      Indenture.

     

    13.  The
      Junior Subordinated Debentures are and will forever be expressly subordinate
      and
      junior in all respects (including, without limitation, with respect to the
      right
      of payment) to the Loans. The Loans constitute “Senior Indebtedness” as defined
      in each Indenture.

     

    


    Very
      truly yours,

    


    


    


    



    
      
        
          F-3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      G

     

    FORM
      OF
      QUARTERLY COMPLIANCE CERTIFICATE

    for
      the
      Quarter Ended ______________________

     

    


    The
      undersigned, the ____________________ of PrivateBancorp, Inc. (“Borrower”),
      hereby delivers this certificate pursuant to Section
      5.2.1.5
      of that
      certain Amended and Restated Loan and Subordinated Debenture Purchase Agreement
      dated as of September ___, 2005, between Borrower and LaSalle Bank National
      Association (as amended, the “Agreement”)
      and
      certifies as of the date hereof as follows:

     

    1. Attached
      hereto are the quarterly financial reports described in Section
      5.2.1.1
      of the
      Agreement for the above-referenced quarter.

     

    2. Borrower
      is in compliance in all material respects with all covenants contained in the
      Agreement, and has provided a detailed calculation, as of the above-referenced
      quarter-end, of the financial covenants set forth in Section
      7
      of the
      Agreement on Annex A attached hereto.

     

    3. No
      Event
      of Default has occurred or is continuing under the Agreement. [Or,
      if incorrect, provide detail regarding the Event of Default and the steps being
      taken to cure it and the time within which such cure will
      occur.]

     

    Capitalized
      terms in this Quarterly Compliance Certificate that are otherwise undefined
      shall have the meanings given them in the Agreement.

     

    Dated:
      [INSERT
      DATE]  

     

    PRIVATEBANCORP,
      INC.

     

    


    By:
             

    Name:

    Title:

     

    


     

    


    


    



    
      
        
          G-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ANNEX
      A

     

    to

     

    QUARTERLY
      COMPLIANCE CERTIFICATE

     

    


     

    [to
      be completed in same format as currently used]

    


     


    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      H

     

    FORM
      OF
      REVOLVING LOAN MATURITY DATE EXTENSION NOTICE

    


    [LaSalle
      Bank National Association Letterhead]

     

    PrivateBancorp,
      Inc.

    10
      North
      Dearborn

    Chicago,
      Illinois 60602

    Attn: Mr.
      Ralph
      B. Mandell

     

    
      	 	
              Re:

            	
              Amended
                and Restated Loan and Subordinated Debenture Purchase Agreement,
                dated as
                of September ___, 2005, between PrivateBancorp, Inc. and LaSalle
                Bank
                National Association (as amended, the
                “Agreement”)

            


    

     

    Dear
      Mr.
      Mandell:

     

    This
      notice is to inform you that we have received the necessary approvals to enable
      us to extend the maturity date of the Revolving Loan. This notice constitutes
      the Extension Notice under the Agreement. Accordingly, the Revolving Loan
      Maturity Date is December 31, 2006.

     

    Capitalized
      terms used herein and otherwise undefined shall have the meanings given them
      in
      the Agreement.

     

    Very
      truly yours,

     

    


     

    _________________________

    Authorized
      Signatory

    


    


    


    


    


    


     


    
      
        
          H-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      I

     

    FORM
      OF
      SUBORDINATED DEBT AMOUNT INCREASE NOTICE

    


    [LaSalle
      Bank National Association Letterhead]

     

    PrivateBancorp,
      Inc.

    10
      North
      Dearborn

    Chicago,
      Illinois 60602

    Attn: Mr.
      Ralph
      B. Mandell

     

    
      	 	
              Re:

            	
              Amended
                and Restated Loan and Subordinated Debenture Purchase Agreement,
                dated as
                of September ___, 2005, between PrivateBancorp, Inc. and LaSalle
                Bank
                National Association (as amended, the
                “Agreement”)

            


    

     

    Dear
      Mr.
      Mandell:

     

    This
      notice is to inform you that we have received the necessary approvals to enable
      us to increase the Subordinated Debt Amount. This notice constitutes the Sub
      Debt Approval Notice under the Agreement. [We
      wish to inform you that we have received to our satisfaction the deliveries
      contemplated in Section
      3.2.10.2
      and 3.2.10.3
      of the Agreement.]
      Accordingly, the Subordinated Debt Amount is $25,000,000.

     

    Capitalized
      terms used herein and otherwise undefined shall have the meanings given them
      in
      the Agreement.

     

    Very
      truly yours,

     

    


     

    _________________________

    Authorized
      Signatory

     

    


     


    
      
        
          I-1

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      J

     

    FORM
      OF
      COLLATERAL SAFEKEEPING AGREEMENT

    


    


    THIS
      COLLATERAL SAFEKEEPING AGREEMENT (this
      “Agreement”),
      dated
      as
      of the __ day of _____________, 2005, is entered into by PRIVATEBANCORP, INC.,
      a
      Delaware corporation
      (the “Borrower”),
      LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the
“Lender”), and LASALLE BANK MIDWEST, N.A., a national banking association (the
“Custodian”).

     

    R
      E C
      I T A L S:

     

    A. The
      Lender and the Borrower have entered into that certain Amended and Restated
      Loan
      and Subordinated Debenture Purchase Agreement dated as of September ___, 2005
      (as amended, restated, supplemented or modified from time to time, the
“Loan
      Agreement”),
      and a
      related Pledge Agreement, dated as of September ___, 2005 (as amended, restated,
      supplemented or modified from time to time, the “Pledge
      Agreement”),
      in
      connection with the credit facilities contemplated in the Loan Agreement in
      the
      aggregate principal amount of up to $65,000,000 (collectively, and as the same
      may be amended, restated, supplemented, modified, extended or replaced from
      time
      to time, the “Loans”).
      

     

    B. The
      Loan
      evidenced by a $25,000,000 Subordinated Debenture dated the date hereof is
      unsecured. The remaining two Loans are secured by, among other things: (i)
      128,450 shares (100%) of the common stock, $______ par value per share, of
      The
      PrivateBank and Trust Company, an Illinois state-chartered, non-member bank
      with
      its main office located in Chicago, Illinois, and a wholly owned subsidiary
      of
      the Borrower; (ii) 40,000 shares (100%) of the common stock, $_____ par value
      per share, of The PrivateBank, a federal savings bank with its main office
      located in St. Louis, Missouri; and (iii) _______________ shares (100%) of
      the
      common stock, $______ par value per share, of The PrivateBank, a Michigan
      state-chartered, non-member bank with its main office located in Bloomfield
      Hills, Michigan, and a wholly owned subsidiary of the Borrower (such shares
      may
      be referred to herein collectively as, the “Subsidiary
      Bank Shares”).

     

    C. The
      Borrower has requested the Subsidiary Bank Shares be held by the Custodian,
      and
      the Lender has agreed to such request, subject to the terms and conditions
      of
      this Agreement.

     

    D. Capitalized
      terms set forth herein that are otherwise undefined shall have the respective
      meanings given them in the Loan Agreement.

     

    A
      G R E E M E N T:

     

    THEREFORE,
      in
      consideration of the mutual covenants, conditions and agreements herein
      contained, the parties hereto hereby agree as follows:

     

    1.  COLLATERAL
      SHARES.

     

    1.1.  As
      security for the payment of the obligations of the Borrower to the Lender (other
      than with respect to amounts outstanding under that certain $25,000,000
      Subordinated Debenture dated the date hereof that are deemed to be Tier 2
      Capital of Borrower in accordance with the rules and regulations of the FRB
      applicable to the capital status of the subordinated debt of bank holding
      companies), whether now or hereafter existing and howsoever evidenced, or any
      extension or renewal thereof, including, without limitation, all obligations
      under the Loan Agreement, the Notes, and the Pledge Agreement (collectively,
      the
“Obligations”),
      the
      Borrower has previously pledged and assigned to the Lender under the Loan
      Agreement and the Pledge Agreement, the Subsidiary Bank Shares (with all income
      and profits thereof, all distributions thereon, all other proceeds thereof
      and
      all rights, benefits and privileges pertaining or arising thereunder, the
“Collateral”).

    
      
        J-1

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2.  The
      Collateral that has not previously been delivered to the Custodian is
      concurrently herewith being delivered to the Custodian for
      safekeeping.

     

    2.  COLLATERAL
      SHARES.
      Until
      the Custodian shall receive written notice from the Lender that all of the
      Obligations have been fully paid and satisfied, the parties hereto agree as
      follows:

     

    2.1.  The
      Custodian is hereby appointed as agent for the Lender, as secured party, and
      the
      Custodian shall hold and retain possession of the Collateral for the Lender
      as
      security for the payment of the Obligations;

     

    2.2.  The
      Borrower shall be unable to withdraw any of the Collateral without the Lender’s
      prior written consent;

     

    2.3.  The
      Custodian shall deliver all or any part of the Collateral to the Lender upon
      its
      request at any time; and

     

    2.4.  The
      Lender’s receipt for any of the Collateral so delivered by the Custodian shall
      be a full and complete receipt and acquittance to the Custodian as fiduciary
      for
      the Collateral.

     

    3.  ACCEPTANCE.
      The
      Custodian hereby acknowledges that the Collateral has been pledged as security
      for the Obligations, and the Custodian hereby accepts appointment as agent
      for
      the Lender, as secured party, and agrees to act in accordance with the terms
      and
      provisions hereof. Until the termination of this Agreement, the Custodian agrees
      that it shall not have or assert, and waives any right, whether created by
      contract, statute or otherwise, to assert any right of offset against or lien
      or
      interest in any of the Collateral. The Collateral has been coded as assigned
      in
      the records of the Custodian, and none of the Collateral will be released by
      the
      Custodian without the prior written consent of the Lender.

     

    4.  INDEMNITY;
      ASSUMPTION OF RISK.
      

     

    4.1.  To
      the
      fullest extent permitted by law, the Borrower shall defend, indemnify and hold
      harmless each of the Lender and the Custodian, and their respective officers,
      directors, agents, employees, members and affiliated companies (collectively,
      the “Indemnitees”),
      from
      and against all claims, judgments, damages, losses, penalties, liabilities,
      costs and expenses of investigation and defense of any claim and of any good
      faith settlement of whatever kind or nature, contingent or otherwise, matured
      or
      unmatured, foreseeable or unforeseeable, including, without limitation,
      reasonable attorneys’ fees and expenses, any of which are incurred at any time
      as a result of, or in connection with, the entering into of this Agreement
      or
      the transactions contemplated thereby.

     

    4.2.  The
      Borrower and the Borrower’s counsel have requested that the Lender and the
      Custodian enter into this Agreement. None of the Indemnitees shall be liable
      for
      any expense, cost, loss or damage of any kind or nature resulting or sustained
      by the Borrower as a result of the entering into of this Agreement, including,
      without limitation, any franchise or other taxes payable as a result thereof,
      and the Borrower expressly assumes all risk of loss or damage by entering into
      this Agreement. Notwithstanding anything herein to the contrary, the Custodian
      shall remain liable for the actual losses incurred by the Borrower for the
      Custodian’s failure to return the Collateral to the Lender within a reasonable
      period of time following receipt of a proper request to do so from the Lender,
      unless the Custodian is prohibited or restrained from delivering the Collateral
      by virtue of any judicial order, decree or other legal process.

     

    5.  FEES.
      The
      Borrower shall pay a $500 fee
      to
      the Custodian on June 15, 2006 and each anniversary thereof until such time
      as
      this Agreement has been terminated, in accordance with Custodian’s normal and
      customary billing practices.

     

    6.  ORIGINAL
      AGREEMENT.
      This
      Agreement replaces that certain Collateral Safekeeping Agreement dated as of
      June 15, 2001 among the Borrower, the Lender and Standard Federal Bank, as
      custodian, as such agreement has been amended prior to the date hereof (the
      “Original
      Agreement”).
      The
      Original Agreement shall be of no further force and effect from and after the
      date of this Agreement.

     

    


    
      
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    IN
      WITNESS WHEREOF,
      this
      Agreement has been signed as of the date first above written. 

    


    
      	 	
              LASALLE
                BANK NATIONAL ASSOCIATION

               

               

              By:
                       

              Name:
                Michael A. Tighe, Jr.

              Title:
                First Vice President

               

            
	 	
              PRIVATEBANCORP,
                INC.

               

               

              By:
                       

              Name:

              Title:

               

            
	 	
              LASALLE
                BANK MIDWEST, N.A.

               

               

              By:
                       

              Name: 

              Title:
                 

            


    

    


    


     

    


     

    


     

    


     

    


     


    
      
        
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