D. Provost Employment Agreement


    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    THIS
      AGREEMENT, made and entered into effective as of June 20, 2005 (the
      “Effective
      Date”),
      by
      and among PrivateBancorp, Inc. (hereinafter referred to as “PrivateBancorp”
      or
“Employer”),
      and
      David T. Provost (hereinafter called the “Executive”).

     

    W
      I T
      N E S S E T H T H A T:

     

    WHEREAS,
      the Executive has been employed by Bloomfield Hills Bancorp., Inc., and/or
      by
      its subsidiary The Private Bank; and

     

    WHEREAS,
      PrivateBancorp has acquired Bloomfield Hills Bancorp., Inc. and, as a result,
      The Private Bank has become a subsidiary of PrivateBancorp and has been renamed
      The PrivateBank (Michigan) (sometimes referred to herein as the “Bank”);
      and

     

    WHEREAS,
      the Employer desires to continue to employ, or to cause the Bank to employ,
      the
      Executive and the Executive desires to continue in such employment;

     

    NOW,
      THEREFORE, in consideration of the mutual promises herein contained and subject
      to the conditions precedent set forth herein, the parties agree as
      follows:

     

    1.  Employment
      and Term.

     

    (a)  Employment.
      PrivateBancorp shall employ, or shall cause its subsidiary, The PrivateBank
      (Michigan), to employ the Executive as the Chairman and Chief Executive Officer
      of The PrivateBank (Michigan), and the Executive shall so serve, for the term
      set forth in Paragraph 1(b). To the extent the Executive is employed
      by
      such subsidiary, references herein to “Employer” shall include the
      subsidiary.

     

    (b)  Term.
      The
      Executive’s employment under this Agreement shall commence on the Effective Date
      and extend through September 30, 2006, subject to the extension of such term
      as
      hereinafter provided and subject to earlier termination as provided in
      Paragraph 7. The term of this Agreement shall automatically be extended
      for
      an additional
      year as of October 1, 2006 and each anniversary date thereof unless, no later
      than ninety (90) days prior to any such renewal date, either the board of
      directors of PrivateBancorp or a duly authorized committee thereof (the
“Board”),
      on
      behalf of the Employer, or the Executive gives written notice to the other,
      in
      accordance with Paragraph 15, that the term of this Agreement shall
      not be
      so extended. Notwithstanding anything in this Agreement to the contrary, if
      at
      any time during the Executive’s period of employment under this Agreement there
      is a Change in Control (as defined in Paragraph 7), the term of this
      Agreement shall automatically extend to a date which is two (2) years
      from
      the date of the Change in Control (and shall be further extended pursuant to
      the
      foregoing provisions of this Paragraph 1(b), unless written notice to
      the
      contrary is given in accordance with this Paragraph 1(b)).

     

    2.  Duties
      and Responsibilities.

     

    (a)  The
      duties and responsibilities of the Executive shall be of an executive nature
      as
      shall be required by the Employer in the conduct of its business. The
      Executive’s powers and authority shall be as prescribed by the by-laws of the
      Employer, if applicable, and shall include all those presently delegated to
      the
      Executive, together with the performance of such other duties and
      responsibilities as the Chief Executive Officer of the Employer may from time
      to
      time assign to the Executive not inconsistent with the Executive’s position(s)
      with the Employer. The Executive recognizes, that during the period of the
      Executive’s employment hereunder, the Executive owes an undivided duty of
      loyalty to the Employer, and agrees to devote the Executive’s entire business
      time and attention to the performance of said duties and responsibilities and
      to
      use the Executive’s best efforts to promote and develop the business of the
      Employer. Recognizing and acknowledging that it is essential for the protection
      and enhancement of the name and business of the Employer and the goodwill
      pertaining thereto, the Executive shall perform his duties under this Agreement
      professionally, in accordance with the applicable laws, rules and regulations
      and such standards, policies and procedures established by the Employer and
      the
      industry from time to time, including the Employer’s Corporate Code of Ethics.
      The Executive will not perform any duties for any other business without the
      prior written consent of the Employer, but may engage in charitable, civic
      or
      community activities, provided that such duties or activities do not materially
      interfere with the proper performance of the Executive’s duties under this
      Agreement. During the period of employment, the Executive agrees to serve as
      a
      director on the Board of Directors of the Employer and/or the board of directors
      or managers, as applicable, of any of its subsidiaries and affiliates, as well
      as to serve as a member of any committee of any said boards, to which the
      Executive may be elected or appointed.

     

    (b)  Notwithstanding
      that this Agreement provides for the employment of the Executive in the
      Executive’s capacity as the Chairman and Chief Executive Officer of The
      PrivateBank (Michigan) of the Employer, nothing herein contained shall assure
      the Executive of, nor in any manner shall be construed to constitute an
      agreement by the Employer to the, continued employment of the Executive after
      the expiration or termination of this Agreement in such capacity or in any
      other
      capacity.

     

    3.  Base
      Salary.
      For
      services performed by the Executive for the Employer pursuant to this Agreement
      during the period of employment as provided in Paragraph 1(b) hereof,
      the
      Employer shall pay the Executive a base salary at the rate of two hundred and
      twenty-five thousand dollars ($225,000) per year, payable in substantially
      equal
      installments in accordance with the Employer’s regular payroll practices. The
      Executive’s base salary (with any increases under this Paragraph 3) shall not be
      subject to reduction without the Executive’s written consent. Any compensation
      which may be paid to the Executive under any additional compensation or
      incentive plan of the Employer or which may be otherwise authorized from time
      to
      time by the Board (or an appropriate committee thereof) shall be in addition
      to
      the base salary to which the Executive shall be entitled under this Agreement.
      Executive’s base salary shall be subject to review from time to time, and the
      Employer may (but is not required to) increase the base salary as the Board,
      in
      its discretion, may determine.

     

    4.  Annual
      Bonuses.
      For
      each fiscal year during the term of employment, the Executive shall be eligible
      to receive a bonus in the amount, if any, as may be determined from time to
      time
      by the Board in its discretion.

     

    5.  Equity
      Incentive Compensation.
      During
      the term of employment hereunder, the Executive shall be eligible to participate
      in the PrivateBancorp, Inc. Incentive Compensation Plan, and in any other
      equity-based incentive compensation plan or program adopted by the Employer,
      including (but not by way of limitation) any plan providing for the granting
      of
      (a) options to purchase stock, (b) restricted stock or
      (c) similar equity-based units or interests to officers of the
      Employer.

     

    6.  Other
      Benefits.
      In
      addition to the compensation described in Paragraphs 3, 4 and 5, above,
      the
      Executive shall also be entitled to the following:

     

    (a)  Participation
      in Benefit Plans.
      The
      Executive shall be entitled to participate in such life insurance, disability,
      medical, dental, pension, profit sharing and retirement plans and other programs
      as may be made generally available from time to time by the Employer for the
      benefit of executives of the Executive’s level or its employees generally.


     

    (b)  Vacation.
      The
      Executive shall be entitled to such number of days of vacation with pay during
      each calendar year during the period of employment in accordance with the
      Employer’s applicable personnel policy as in effect from time to
      time.

     

    (c)  Executive
      Perquisites.
      The
      Employer shall furnish Executive with such perquisites as are provided from
      time
      to time by the Employer to its officers generally and are suitable to the
      Executive’s position, adequate for the performance of the Executive’s duties
      hereunder, and reasonable in the circumstances. 

     

    (d)  Expense
      Reimbursement.
      The
      Employer shall reimburse the Executive for all reasonable expenses incurred
      by
      the Executive in performing services hereunder, which are incurred and accounted
      for in accordance with the Employer’s policies and procedures applicable
      thereto.

     

    7.  Termination.
      Unless
      earlier terminated in accordance with the following provisions of this
      Paragraph 7, the Employer shall continue to employ the Executive and
      the
      Executive shall remain employed by the Employer during the entire term of this
      Agreement as set forth in Paragraph 1(b). Paragraph 8 hereof
      sets
      forth certain obligations of the Employer in the event that the Executive’s
      employment hereunder is terminated. Certain capitalized terms used in this
      Paragraph 7 and in Paragraph 8 hereof are defined in
      Paragraph 7(d), below. In the event of termination of the Executive’s
      employment with the Employer for any reason, or if the Executive is required
      by
      the Board, the Executive agrees to resign, and shall automatically be deemed
      to
      have resigned, from any offices (including any directorship) the Executive
      holds
      with the Employer and/or any of its affiliates effective as of the termination
      date of the Executive’s employment hereunder, or, if applicable, effective as of
      a date selected by the Board; provided, however, that the foregoing resignation
      shall not prejudice or otherwise affect the Executive’s rights and obligations,
      if any, under this Agreement.

     

    (a)  Death
      or Disability.
      Except
      to the extent otherwise provided in Paragraphs 8, 12 and 13 with respect
      to
      death benefits and certain post-Date of Termination obligations of the parties,
      this Agreement shall terminate immediately as of the Date of Termination in
      the
      event of the Executive’s death or in the event that the Executive becomes
      Disabled (as hereinafter defined). The Board shall promptly give the Executive
      written notice of any such determination of the Executive’s Disability and of
      any decision of the Board to terminate the Executive’s employment by reason
      thereof. In the event of Disability, until the Date of Termination, the base
      salary payable to the Executive under Paragraph 3 hereof shall be reduced
      dollar-for-dollar by the amount of disability benefits, if any, paid to the
      Executive in accordance with any disability policy or program of the Employer.
      

     

    (b)  Discharge
      for Cause.
      In
      accordance with the procedures hereinafter set forth, the Board may discharge
      the Executive from the Executive’s employment hereunder for Cause (as
      hereinafter defined). Except to the extent otherwise provided in
      Paragraphs 8, 12 and 13 with respect to certain post-Date of Termination
      obligations of the parties, this Agreement shall terminate immediately as of
      the
      Date of Termination in the event the Executive is discharged for Cause. Any
      discharge of the Executive for Cause shall be communicated by a Notice of
      Termination to the Executive given in accordance with Paragraph 15 of
      this
      Agreement.

     

    (c)  Termination
      for Other Reasons.
      The
      Employer may discharge the Executive without Cause by giving written notice
      to
      the Executive in accordance with Paragraph 15. The Executive may resign
      from the Executive’s employment with or without Good Reason, without liability
      to the Employer, by giving written notice to the Employer in accordance with
      Paragraph 15 at least thirty (30) days prior to the Date of
      Termination; provided, however, that no resignation shall be treated as a
      resignation for Good Reason unless the written notice thereof is given within
      sixty (60) days after the occurrence which constitutes “Good Reason” or
      during the ninety (90) day period described in the final sentence of
      Paragraph 7(d)(vi); provided, further, that the Employer retains the
      right
      after proper notice of the Executive’s voluntary termination to require the
      Executive to cease the Executive’s employment immediately. Except to the extent
      otherwise provided in Paragraphs 8, 12 and 13 with respect to certain
      post-Date of Termination obligations of the parties, this Agreement shall
      terminate immediately as of the Date of Termination in the event the Executive
      is discharged without Cause or resigns for any reason or no reason.

     

    (d)  Definitions.
      For
      purposes of this Agreement, the following capitalized terms shall have the
      meanings set forth below:

     

    (i)  “Accrued
      Obligations”
      shall
      mean, as of the Date of Termination, the sum of (A) the Executive’s base
      salary under Paragraph 3 through the Date of Termination to the extent
      not
      theretofore paid, (B) the amount of any deferred compensation and other
      cash compensation accrued by the Executive as of the Date of Termination to
      the
      extent not theretofore paid, (C) any vacation pay, expense reimbursements
      and other cash entitlements accrued by the Executive as of the Date of
      Termination to the extent not theretofore paid, (D) any grants and awards
      vested or accrued under any equity-based incentive compensation plan or program
      and (E) all other benefits which have accrued as of the Date of
      Termination. For the purpose of this Paragraph 7(d)(i), except as provided
      in the applicable plan, program or policy, amounts shall be deemed to accrue
      ratably over the period during which they are earned, but no discretionary
      compensation shall be deemed earned or accrued until it is specifically approved
      by the Board in accordance with the applicable plan, program or
      policy.

     

    (ii)  “Cause”
      shall
      mean (A) the Executive’s willful and continued (for a period of not less
      than ten (10) business days after written notice thereof) failure to
      perform substantially the duties of his employment (other than as a result
      of
      physical or mental incapacity, or while on vacation); or (B) the
      Executive’s willful engaging in illegal conduct or gross misconduct which is
      materially and demonstrably injurious to the Employer; or (C) the
      Executive’s conviction of a felony involving moral turpitude, but specifically
      excluding any conviction based entirely on vicarious liability (with “vicarious
      liability” meaning liability based on acts of the Employer for which the
      Executive is charged solely as a result of his offices with the Employer and
      in
      which he was not directly involved and did not have prior knowledge of such
      actions or intended actions); provided, however, that no act or failure to
      act,
      on the part of the Executive, shall be considered “willful” unless it is done,
      or omitted to be done, by the Executive in bad faith or without reasonable
      belief that the Executive’s action or omission was in the best interests of the
      Employer; and provided further that no act or omission by the Executive shall
      constitute Cause hereunder unless the Employer has given detailed written notice
      thereof to the Executive, and the Executive has failed to remedy such act or
      omission.

     

    (iii)  “Change
      in Control”
      shall
      mean the occurrence of any one of the following events:

     

    (A)  Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended), other than (i) a trustee
      or
      other fiduciary holding securities under an employee benefit plan of
      PrivateBancorp or any of its subsidiaries, or (ii) a corporation owned
      directly or indirectly by the stockholders of PrivateBancorp in substantially
      the same proportions as their ownership of stock of PrivateBancorp, is or
      becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act),
      directly or indirectly, of securities of PrivateBancorp representing 20% or
      more
      of the total voting power of the then outstanding shares of capital stock of
      PrivateBancorp entitled to vote generally in the election of directors (the
      “Voting
      Stock”),
      provided, however, that the following shall not constitute a change in control:
      (1) such person becomes a beneficial owner of 20% or more of the Voting
      Stock as the result of an acquisition of such Voting Stock directly from
      PrivateBancorp, or (2) such person becomes a beneficial owner of 20%
      or
      more of the Voting Stock as a result of the decrease in the number of
      outstanding shares of Voting Stock caused by the repurchase of shares by
      PrivateBancorp; provided, further, that in the event a person described in
      clause (1) or (2) shall thereafter increase (other than in circumstances
      described in clause (1) or (2)) beneficial ownership of stock representing
      more than 1% of the Voting Stock, such person shall be deemed to become a
      beneficial owner of 20% or more of the Voting Stock for purposes of this
      Paragraph (A), provided such person continues to beneficially own 20%
      or
      more of the Voting Stock after such subsequent increase in beneficial ownership,
      or

     

    (B)  During
      any period of two consecutive years, individuals (the “Incumbent
      Board”),
      who
      at the beginning of such period constitute the Board, and any new director,
      whose election by the Board or nomination for election by PrivateBancorp’s
      stockholders was approved by a vote of at least two-thirds (2/3) of the
      directors then still in office who either were directors at the beginning of
      the
      period or whose election or nomination for election was previously so approved,
      cease for any reason to constitute a majority thereof, or

     

    (C)  Consummation
      of a reorganization, merger or consolidation or the sale or other disposition
      of
      all or substantially all of the assets of PrivateBancorp (a “Business
      Combination”),
      in
      each case, unless (1) all or substantially all of the individuals and
      entities who were the beneficial owners, respectively, of the Voting Stock
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, more than 50% of the total voting power represented by the voting
      securities entitled to vote generally in the election of directors of the
      corporation resulting from the Business Combination (including, without
      limitation, a corporation which as a result of the Business Combination owns
      PrivateBancorp or all or substantially all of PrivateBancorp’s assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions as their ownership, immediately prior to the Business Combination
      of
      the Voting Stock of PrivateBancorp, and (2) at least a majority of the
      members of the board of directors of the corporation resulting from the Business
      Combination were members of the Incumbent Board at the time of the execution
      of
      the initial agreement, or action of the Incumbent Board, providing for such
      Business Combination; or

     

    (D)  Approval
      by the stockholders of PrivateBancorp of a plan of complete liquidation or
      dissolution of PrivateBancorp.

     

    The
      Board
      has final authority to construe and interpret the provisions of the foregoing
      Paragraphs (A), (B), (C) and (D) and to determine the exact date on
      which a
      Change in Control has been deemed to have occurred thereunder.

     

    (iv)  “Date
      of Termination”
      shall
      mean (A) in the event of a discharge of the Executive for or without
      Cause,
      the date the Executive receives a Notice of Termination, or any later date
      specified in such Notice of Termination, as the case may be, (B) in
      the
      event of a resignation by the Executive, the date specified in the written
      notice to the Employer, which date shall be no less than thirty (30) days
      from the date of such written notice (or such earlier date as the Employer
      may
      elect in its sole discretion), (C) in the event of the Executive’s death,
      the date of the Executive’s death, and (D) in the event of termination of
      the Executive’s employment by reason of Disability pursuant to
      Paragraph 7(a), the date the Executive receives written notice of such
      termination.

     

    (v)  “Disabled”
      and
“Disability”
      shall
      mean that the Executive will be deemed to be disabled upon the earlier of
      (i) the end of a six (6) consecutive month period, or an aggregate period
      of nine (9) months out of any consecutive twelve (12) months,
      during
      which, by reason of physical or mental injury or disease, the Executive has
      been
      unable to perform substantially all of the Executive’s usual and customary
      duties under this Agreement or (ii) the date that a reputable physician
      selected by the Board, and as to whom the Executive has no reasonable objection,
      determines in writing that the Executive will, by reason of physical or mental
      injury or disease, be unable to perform substantially all of the Executive’s
      usual and customary duties under this Agreement for a period of at least six
      (6) consecutive months. If any question arises as to whether the Executive
      is Disabled, upon reasonable request therefore by the Board, the Executive
      shall
      submit to a reasonable medical examination for the purpose of determining the
      existence, nature and extent of any such disability. 

     

    (vi)  “Good
      Reason”
      shall
      mean the occurrence, other than in connection with a discharge, of any of the
      following without the Executive’s consent: (A) the Executive is not
      re-elected or is removed from the positions with the Employer set forth in
      Paragraph 1(a), other than as a result of the Executive’s election or
      appointment to positions of equal or superior scope and responsibility; or
      (B) the Executive shall fail to be vested by the Employer with the power
      and authority of any of said positions, excluding for this purpose any isolated
      action not taken in bad faith and which is remedied by the Employer promptly
      after receipt of written notice thereof given by the Executive in accordance
      with Paragraph 15; or (C) any failure by the Employer to materially
      comply with any of the provisions of this Agreement, other than any isolated,
      insubstantial and inadvertent failure not occurring in bad faith and which
      is
      remedied by the Employer promptly after receipt of written notice thereof given
      by the Executive in accordance with Paragraph 15; (D) the Employer
      giving notice to the Executive pursuant to Paragraph 1(b) that the term
      of
      this Agreement shall not be extended upon the expiration of the then-current
      term; or (E) the Employer requiring the Executive to be based at an
      office
      or location which is more than 50 miles from the Executive’s office as of
      the Effective Date or any renewal date of the extended term of this Agreement.
      In addition, any termination by the Executive during the ninety (90) day
      period beginning on the first anniversary of the date of a Change in Control
      shall be deemed to be for “Good Reason.”

     

    (vii)  “Notice
      of Termination”
      shall
      mean a written notice which (A) indicates the specific termination
      provision in this Agreement relied upon, (B) sets forth in reasonable
      detail the facts and circumstances claimed to provide a basis for termination
      of
      the Executive’s employment under the provision so indicated and (C) if the
      Date of Termination is to be other than the date of receipt of such notice
      or
      the date otherwise specified under this Agreement, specifies the termination
      date.

     

    8.  Obligations
      of the Employer Upon Termination.
      The
      following provisions describe the obligations of the Employer to the Executive
      under this Agreement upon termination of employment. However, except as
      explicitly provided in this Agreement, nothing in this Agreement shall limit
      or
      otherwise adversely affect any rights which the Executive may have under
      applicable law, under any other agreement with the Employer or any of its
      affiliates or subsidiaries, or under any compensation or benefit plan, program,
      policy or practice of the Employer or any of its affiliates or
      subsidiaries.

     

    (a)  Death,
      Disability, Discharge for Cause, or Resignation without Good
      Reason.
      In the
      event this Agreement terminates pursuant to Paragraph 7(a) by reason
      of the
      death or Disability of the Executive, pursuant to Paragraph 7(b) by
      reason
      of the discharge of the Executive by the Employer for Cause, or pursuant to
      Paragraph 7(c) by reason of the resignation of the Executive other than
      for
      Good Reason, the Employer shall pay to the Executive, or the Executive’s heirs
      or estate in the event of the Executive’s death, all Accrued Obligations in a
      lump sum in cash within thirty (30) days after the Date of Termination;
      provided, however, that any portion of the Accrued Obligations which consists
      of
      bonus (including sign-on bonus, if any), deferred compensation, incentive
      compensation, insurance benefits or other employee benefits shall be determined
      and paid in accordance with the terms of the relevant plan or policy as
      applicable to the Executive. In addition, in the event this Agreement terminates
      pursuant to Paragraph 7(a) by reason of death of the Executive, the
      Employer shall pay to the Executive’s heirs or estate death benefits in a lump
      sum amount equal to six (6) months of the Executive’s then-current annual
      base salary.

     

    (b)  Discharge
      without Cause or Resignation with Good Reason.
      In the
      event that this Agreement terminates pursuant to Paragraph 7(c) by reason
      of the discharge of the Executive by the Employer other than for Cause, death
      or
      Disability or by reason of the resignation of the Executive for Good
      Reason:

     

    (i)  The
      Employer shall pay all Accrued Obligations to the Executive in a lump sum in
      cash within thirty (30) days after the Date of Termination; provided,
      however, that any portion of the Accrued Obligations which consists of bonus,
      deferred compensation, incentive compensation, insurance benefits or other
      employee benefits shall be determined and paid in accordance with the terms
      of
      the relevant plan or policy as applicable to the Executive;

     

    (ii)  Within
      thirty (30) days after the Date of Termination, the Employer shall pay
      to
      the Executive a bonus for the year during which termination occurs, calculated
      as a prorata portion of the Executive’s prior year’s bonus amount (if any) based
      on the number of days elapsed during the year through the Date of
      Termination;

     

    (iii)  Severance
      payments equal to one hundred percent (100%) of the sum of (A) the
      Executive’s then-current annual base salary, plus (B) the average of the
      sum of the bonus amounts earned by the Executive with respect to the three
      (3) calendar years (or such fewer number of years as Executive has been
      employed) immediately preceding the calendar year in which the Executive’s Date
      of Termination occurs, payable in substantially equal monthly installments
      for a
      period of twelve (12) months (the “Severance
      Period”)
      in
      accordance with the Employer’s regular payroll practices; and

     

    (iv)  Continuation
      for the Severance Period of the Executive’s right to maintain COBRA continuation
      coverage under the applicable plans at premium rates on the same “cost-sharing”
      basis as the applicable premiums paid for such coverage by active employees
      as
      of the Date of Termination.

     

    In
      the
      event that upon the expiration of the Severance Period, Executive is not
      employed or otherwise providing compensated services of any type, and has not
      done so during the final ninety (90) days of the Severance Period, the
      Employer may, in its sole discretion (which discretion need not be applied
      in a
      consistent manner from one executive to another), agree to extend the Severance
      Period for up to an additional six (6) months (the “Extended
      Severance Period”).
      The
      payments to Executive described in subParagraph (iii) above and
      the
      reduced COBRA continuation premium described in subParagraph (iv) above
      shall continue during the Extended Severance Period, subject to earlier
      termination effective as of the first day of the month following the date on
      which the Executive becomes employed or provides compensated services of any
      type (including self-employment).

     

    The
      Executive shall provide such information as the Employer may reasonably request
      to determine Executive’s continued eligibility for the payments and benefits
      provided by this Paragraph 8(b).

     

    (c)  Effect
      of Change in Control.
      In the
      event that a Change in Control occurs and this Agreement thereafter terminates
      pursuant to Paragraph 7(c) by reason of the discharge of the Executive
      by
      the Employer other than for Cause, death or Disability, or by reason of the
      resignation of the Executive for Good Reason:

     

    (i)  The
      Employer shall pay all Accrued Obligations to the Executive in a lump sum in
      cash within thirty (30) days after the Date of Termination; provided,
      however, that any portion of the Accrued Obligations which consists of bonus,
      deferred compensation, incentive compensation, insurance benefits or other
      employee benefits shall be determined and paid in accordance with the terms
      of
      the relevant plan or policy as applicable to the Executive;

     

    (ii)  Within
      thirty (30) days after the Date of Termination, the Employer shall pay
      to
      the Executive a bonus for the year during which termination occurs, calculated
      as a prorata portion of the Executive’s prior year’s bonus amount (if any) based
      on the number of days elapsed during the year through the Date of
      Termination;

     

    (iii)  The
      Employer shall pay the Executive a lump sum payment within thirty (30) days
      after such termination of employment in the amount of two (2) times the sum
      of
      the following:

     

    (A)  the
      amount of the Executive’s annual base salary determined as of the Date of
      Termination, or the date immediately preceding the date of the Change in
      Control, whichever is greater; plus

     

    (B)  the
      greater of (A) the Executive’s bonus amount, if any, for the calendar year
      immediately preceding that in which the Date of Termination occurs, or
      (B) the average of the sum of the bonus amounts earned by the Executive
      with respect to the three (3) calendar years (or such fewer number of
      years
      as Executive has been employed) immediately preceding the calendar year in
      which
      the Executive’s Date of Termination occurs, or if such sum would be greater,
      with respect to the three (3) calendar years immediately preceding the
      calendar year of the date of the Change in Control; plus

     

    (C)  the
      sum
      of:

     

    (I)  the
      annual value of the contributions that would have been expected to be made
      or
      credited by the Employer to, and benefits expected to be accrued under, the
      qualified and non-qualified employee profit sharing, 401(k), pension and any
      other benefit plans maintained by the Employer to or for the benefit of the
      Executive; plus

     

    (II)  the
      annual value of the Other Benefits described in Paragraph 6(a) and (c)
      above.

     

    For
      purposes of subParagraph (C)(I) above, the annual value of the
      contributions and accruals to or under the employee benefit plans shall be
      determined on the basis of the actual rate of contributions or accruals, as
      applicable, and the provisions of the plans as in effect during the calendar
      year immediately preceding the date of the Change in Control, or if the value
      so
      determined would be greater, during the calendar year immediately preceding
      the
      Date of Termination. The “annual value” of the executive perquisites described
      in Paragraph 6(c) for purposes of subParagraph (C)(II) above
      shall be
      deemed to equal 7.5% of the annual base salary amount applicable under
      clause (iii)(A) above.

     

    The
      Executive shall also be entitled to outplacement services for a reasonable
      period of time as agreed between the Executive and the Employer.

     

    Notwithstanding
      the foregoing, if a Change in Control occurs and this Agreement is terminated
      prior to the Change in Control pursuant to Paragraph 7(c) by reason
      of the
      discharge of the Executive by the Employer other than for Cause, death or
      Disability or by reason of the resignation of the Executive for Good Reason,
      then the Executive shall be deemed for purposes of this Paragraph 8(c)
      to
      have so terminated pursuant to Paragraph 7(c) immediately following
      the
      date the Change in Control occurs if it is reasonably demonstrated by the
      Executive that such earlier termination was (i) at the request of a
      third
      party who had taken steps reasonably calculated to effect the Change in Control,
      or (ii) otherwise arose, or the circumstances that precipitated the
      termination otherwise arose, in connection with or in anticipation of the Change
      in Control.

     

    (d)  Effect
      on Other Amounts.
      The
      payments provided for in this Paragraph 8 shall be in addition to all
      other
      sums then payable and owing to the Executive, shall be subject to applicable
      federal and state income and other withholding taxes and shall be in full
      settlement and satisfaction of all of the Executive’s claims and demands. Upon
      such termination of this Agreement, the Employer shall have no rights or
      obligations under this Agreement, other than its obligations under this
      Paragraph 8, and the Executive shall have no rights and obligations
      under
      this Agreement, other than the Executive’s obligations under Paragraphs 12
      and 13 hereof (to the extent applicable); provided, however, termination
      of
      this Agreement shall not terminate the obligation of the Executive to pay to
      the
      Employer any amounts for which the Executive may be liable to the Employer
      under
      any provision of the Sarbanes-Oxley Act of 2002 (including, without limitation,
      Section 304 of such Act), or any rules and regulations promulgated thereunder,
      as amended from time to time.

     

    (e)  Conditions.
      Any
      payments or benefits made or provided pursuant to this Paragraph 8 are
      subject to the Executive’s:

     

    (i)  compliance
      with the provisions of Paragraphs 12 and 13 hereof (to the extent
      applicable);

     

    (ii)  delivery
      to the Employer of an executed Release and Severance Agreement, which shall
      be
      substantially in the form attached hereto as Exhibit A, with such changes
      therein or additions thereto as needed under then applicable law to give effect
      to its intent and purpose; and

     

    (iii)  delivery
      to the Employer of a resignation from all offices, directorships and fiduciary
      positions with the Employer, its affiliates and employee benefit
      plans.

     

    Notwithstanding
      the due date of any post-employment payments, any amounts due under this
      Paragraph 8 shall not be due until after the expiration of any revocation
      period applicable to the Release and Severance Agreement.

     

    9.  Certain
      Additional Payments by the Employer.

     

    (a)  Anything
      in this Agreement to the contrary notwithstanding, in the event it shall be
      determined that any payment or distribution by the Employer to or for the
      benefit of the Executive (whether paid or payable or distributed or
      distributable pursuant to the terms of this Agreement or otherwise, but
      determined without regard to any additional payments required under this
      Paragraph 9) (a “Payment”) would be subject to the excise tax imposed by
      Section 4999 of the Internal Revenue Code of 1986, as amended, (the
“Code”)
      or if any interest or penalties are incurred by the Executive with respect
      to
      such excise tax (such excise tax, together with any such interest and penalties,
      being hereinafter collectively referred to as the “Excise Tax”), then the
      Executive shall be entitled to receive an additional payment (a “Gross-Up
      Payment”) in an amount such that, after payment by the Executive of all taxes
      (including any interest or penalties imposed with respect to such taxes),
      including, without limitation, any income taxes (and any interest and penalties
      imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
      the Executive retains an amount of the Gross-Up Payment equal to the Excise
      Tax
      imposed upon the Payment.

     

    (b)  Subject
      to the provisions of Paragraph (c), below, all determinations required
      to
      be made under this Paragraph 9, including whether and when a Gross-Up
      Payment is required and the amount of such Gross-Up Payment and the assumptions
      to be utilized in arriving at such determination, shall be made by the
      independent public accountants then regularly retained by the Employer (the
      “Accounting Firm”) in consultation with counsel acceptable to Executive, which
      shall provide detailed supporting calculations both to the Employer and the
      Executive within fifteen (15) business days of the receipt of notice
      from
      the Executive that there has been a Payment, or such earlier time as is
      requested by the Employer. In the event that the Accounting Firm is serving
      as
      accountant or auditor for the individual, entity or group effecting a Change
      in
      Control, the Executive shall appoint another nationally recognized accounting
      firm to make the determinations required hereunder (which accounting firm shall
      then be referred to as the Accounting Firm hereunder) in consultation with
      counsel acceptable to Executive. All fees and expenses of the Accounting Firm
      and such counsel shall be borne solely by the Employer. Any Gross-Up Payment,
      as
      determined pursuant to this Paragraph 9, shall be paid by the Employer
      to
      the Executive within five (5) days of the receipt of the Accounting
      Firm’s
      determination. If the Accounting Firm determines that no Excise Tax is payable
      by the Executive, it shall furnish the Executive with a written opinion that
      failure to report the Excise Tax on the Executive’s applicable federal income
      tax return would not result in the imposition of a negligence or similar
      penalty. Any good faith determination by the Accounting Firm shall be binding
      upon the Employer and the Executive. As a result of the uncertainty in the
      application of Section 4999 of the Code at the time of the initial
      determination by the Accounting Firm hereunder, it is possible that Gross-Up
      Payments which will not have been made by the Employer should have been made
      (“Underpayment”), consistent with the calculations required to be made
      hereunder. In the event that the Employer exhausts its remedies pursuant to
      Paragraph (c), below, and the Executive thereafter is required to make a payment
      of any Excise Tax, the Accounting Firm shall determine the amount of the
      Underpayment that has occurred and any such Underpayment shall be promptly
      paid
      by the Employer to or for the benefit of the Executive.

     

    (c)  The
      Executive shall notify the Employer in writing of any claim by the Internal
      Revenue Service that, if successful, would require the payment by the Employer
      of a Gross-Up Payment. Such notification shall be given as soon as practicable
      but no later than fifteen (15) business days after the Executive is
      informed in writing of such claim and shall apprise the Employer of the nature
      of such claim and the date on which such claim is requested to be paid. The
      Executive shall not pay such claim prior to the expiration of the thirty
      (30)-day period following the date on which Executive gives such notice to
      the
      Employer (or such shorter period ending on the date that any payment of taxes
      with respect to such claim is due). If the Employer notifies the Executive
      in
      writing prior to the expiration of such period that it desires to contest such
      claim, the Executive shall:

     

    (i)  Give
      the
      Employer any information reasonably requested by the Employer relating to such
      claim,

     

    (ii)  Take
      such
      action in connection with contesting such claim as the Employer shall reasonably
      request in writing from time to time, including, without limitation, accepting
      legal representation with respect to such claim by an attorney reasonably
      selected by the Employer,

     

    (iii)  Cooperate
      with the Employer in good faith in order effectively to contest such claim,
      and

     

    (iv)  Permit
      the Employer to participate in any proceedings relating to such
      claim;

     

    provided,
      however, that the Employer shall bear and pay directly all costs and expenses
      (including additional interest and penalties) incurred in connection with such
      contest and shall indemnify and hold the Executive harmless, on an after-tax
      basis, for any Excise Tax or income tax (including interest and penalties with
      respect thereto) imposed as a result of such representation and payment of
      costs
      and expenses. Without limiting the foregoing provisions of this
      Paragraph (c), the Employer shall control all proceedings taken in
      connection with such contest and, at its sole option, may pursue or forego
      any
      and all administrative appeals, proceedings, hearings and conferences with
      the
      taxing authority in respect of such claim and may, at its sole option, either
      direct the Executive to pay the tax claimed and sue for a refund or contest
      the
      claim in any permissible manner; and the Executive agrees to prosecute such
      contest to a determination before any administrative tribunal, in a court of
      initial jurisdiction and in one or more appellate courts, as the Employer shall
      determine; provided, however, that if the Employer directs the Executive to
      pay
      such claim and sue for a refund, the Employer shall advance the amount of such
      payment to the Executive on an interest-free basis and shall indemnify and
      hold
      the Executive harmless, on an after-tax basis, from any Excise Tax or income
      tax
      (including interest or penalties with respect thereto) imposed with respect
      to
      such advance or with respect to any imputed income with respect to such advance;
      and further provided that any extension of the statute of limitations relating
      to payment of taxes for the taxable year of the Executive with respect to which
      such contested amount is claimed to be due is limited solely to such contested
      amount. Furthermore, the Employer’s control of the contest shall be limited to
      issues with respect to which a Gross-Up Payment would be payable hereunder
      and
      the Executive shall be entitled to settle or contest, as the case may be, any
      other issue raised by the Internal Revenue Service or any other taxing
      authority.

     

    (d)  If,
      after
      the receipt by the Executive of an amount advanced by the Employer pursuant
      to
      Paragraph (c), above, the Executive becomes entitled to receive any
      refund
      with respect to such claim, the Executive shall (subject to the Employer’s
      complying with the requirements of said Paragraph (c)) promptly pay
      to the
      Employer the amount of such refund (together with any interest paid or credited
      thereon, after taxes applicable thereto). If, after the receipt by the Executive
      of an amount advanced by the Employer pursuant to said Paragraph (c),
      a
      determination is made that the Executive shall not be entitled to any refund
      with respect to such claim and the Employer does not notify the Executive in
      writing of its intent to contest such denial of refund prior to the expiration
      of thirty (30) days after such determination, then such advance shall
      be
      forgiven and shall not be required to be repaid; and the amount of such advance
      shall offset, to the extent thereof, the amount of the Gross-Up Payment required
      to be paid.

     

    10.  Dispute
      Resolution.
      In the
      event any dispute arises and the parties after good faith efforts are unable
      to
      agree as to the calculation of the amounts payable under this Agreement, it
      shall be settled in accordance with the majority opinion of a committee
      consisting of an accountant chosen by the Employer, an accountant chosen by
      the
      Executive and an independent accountant acceptable to both the Executive and
      the
      Employer, as the case may be. The committee’s determination shall be binding and
      conclusive on the parties hereto. The Employer shall pay all fees and expenses
      of the dispute resolution.

     

    11.  Enforcement.
      In the
      event the Employer shall fail to pay any amounts due to the Executive under
      this
      Agreement as they come due, the Employer agrees to pay interest on such amounts
      at a rate equal to the prime rate plus four percent (4%) per annum (as from
      time
      to time published in The
      Wall Street Journal (Midwest Edition)).
      The
      Employer agrees that Executive and any successor shall be entitled to recover
      all costs of successfully enforcing any provision of this Agreement, including
      reasonable attorneys fees and costs of litigation, if Executive is the
      prevailing party.

     

    12.  Confidential
      Information.
      

     

    The
      Executive shall not at any time during or following the Executive’s employment
      with the Employer, directly or indirectly, disclose or use on the Executive’s
      behalf or another’s behalf, publish or communicate, except in the course of the
      Executive’s employment and in the pursuit of the business of the Employer or any
      of its subsidiaries or affiliates, any proprietary information or data of the
      Employer or any of its subsidiaries or affiliates, which is not generally known
      to the public or which could not be recreated through public means and which
      the
      Employer may reasonably regard as confidential and proprietary. The Executive
      recognizes and acknowledges that all knowledge and information which the
      Executive has or may acquire in the course of the Executive’s employment, such
      as, but not limited to the business, developments, procedures, techniques,
      activities or services of the Employer or the business affairs and activities
      of
      any customer, prospective customer, individual firm or entity doing business
      with the Employer are its sole valuable property, and shall be held by Executive
      in confidence and in trust for their sole benefit. All records of every nature
      and description which come into the Executive’s possession, whether prepared by
      the Executive, or otherwise, shall remain the sole property of the Employer
      and
      upon termination of the Executive’s employment for any reason, said records
      shall be left with the Employer as part of its property.

     

    13.  Non-Competition;
      Non-Solicitation.
      The
      Executive shall comply with Executive’s obligations under the Noncompetition,
      Nondisclosure and Nonsolicitation Agreement dated as of April 14, 2005, by
      and
      between Executive and the Bank (the “Non-Compete Agreement”). 

     

    14.  Remedies.
      

     

    (a)  The
      Executive acknowledges that the restraints and agreements herein provided are
      fair and reasonable, that enforcement of the provisions of Paragraphs 12
      and 13 will not cause the Executive undue hardship and that said provisions
      are
      reasonably necessary and commensurate with the need to protect the Employer
      and
      its legitimate and proprietary business interests and property from irreparable
      harm. The Executive acknowledges and agrees that (a) a breach of any
      of the
      covenants and provisions contained in Paragraphs 12 or 13 above, will
      result in irreparable harm to the business of the Employer, (b) a remedy
      at
      law in the form of monetary damages for any breach by the Executive of any
      of
      the covenants and provisions contained in Paragraphs 12 and 13 is
      inadequate, (c) in addition to any remedy at law or equity for such
      breach,
      the Employer shall be entitled to institute and maintain appropriate proceedings
      in equity, including a suit for injunction to enforce the specific performance
      by Executive of the obligations hereunder and to enjoin Executive from engaging
      in any activity in violation hereof and (d) the covenants on the
      Executive’s part contained in Paragraphs 12 and 13, shall be construed as
      agreements independent of any other provisions in this Agreement, and the
      existence of any claim, setoff or cause of action by the Executive against
      the
      Employer, whether predicated on this Agreement or otherwise, shall not
      constitute a defense or bar to the specific enforcement by the Employer of
      said
      covenants. In the event of a breach or a violation by the Executive of any
      of
      the covenants and provisions of this Agreement, the running of the Non-Compete
      Period (but not of Executive’s obligation thereunder) shall be tolled during the
      period of the continuance of any actual breach or violation.

     

    (b)  The
      parties hereto agree that the covenants set forth in Paragraphs 12 and 13 are
      reasonable with respect to their duration, geographical area and scope. If
      the
      final judgment of a court of competent jurisdiction declares that any term
      or
      provision of Paragraph 12 or 13 is invalid or unenforceable, the parties agree
      that the court making the determination of invalidity or unenforceability shall
      have the power to reduce the scope, duration, or area of the term or provision,
      to delete specific words or phrases, or to replace any invalid or unenforceable
      term or provision with a term or provision that is valid and enforceable and
      that comes closest to expressing the intention of the invalid or unenforceable
      term or provision, and this Agreement shall be enforceable as so modified after
      the expiration of the time within which the judgment may be
      appealed.

     

    15.  Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be determined to have been duly given to any party (a) upon delivery
      to the
      address of such party specified below if delivered personally or by courier;
      (b) upon dispatch if transmitted by telecopy or other means of facsimile,
      provided a copy thereof is also sent by regular mail or courier; (c) within
      forty-eight (48) hours after deposit thereof in the U.S. mail, postage
      prepaid, for delivery as certified mail, return receipt requested; or
      (d) within twenty-four (24) hours after deposit thereof with a reputable
      overnight courier (charges prepaid), addressed, in any case to the party at
      the
      following address(es) or telecopy numbers:

     

    (a)  If
      to
      Executive, at the address set forth on the signature
      page hereof.

     

    (b)  If
      to the
      Employer:

     

    PrivateBancorp,
      Inc.

     

    Ten
      North
      Dearborn Street

     

    Suite
      900

     

    Chicago,
      IL 60602

     

    Attn:
      Chief Executive Officer

     

    Telecopy
      No.: (312) 683-7111

     

    


     

    with
      a
      copy to:

     

    


     

    Vedder,
      Price, Kaufman & Kammholz, P.C.

     

    222
      North
      LaSalle Street

     

    Chicago,
      Illinois 60601-1003

     

    Attn:
      Thomas P. Desmond

     

    Telecopy
      No.: (312) 609-5005

     

    or
      to
      such other address(es) or telecopy number(s) as any party may designate by
      written notice in the aforesaid manner.

     

    16.  Indemnification.

     

    (a)  In
      the
      event that legal action is instituted against the Executive during or after
      the
      term hereof by a third party (or parties) based on the performance or
      nonperformance by the Executive of the Executive’s duties hereunder, the
      Employer will assume the defense of such action by its attorneys or attorneys
      selected by the Executive reasonably satisfactory to the Employer and advance
      the costs and expenses thereof (including reasonable attorneys’ fees) without
      prejudice to or waiver by the Employer of its rights and remedies against the
      Executive. In the event that there is a final judgment entered against the
      Executive in any such litigation, and Executive is obligated, in accordance
      with
      its charter, by-laws, or insurance, to reimburse such entities, the Executive
      shall be liable to the Employer for all such costs and expenses paid or incurred
      by them in the defense of any such litigation (the “Reimbursement
      Amount”).
      The
      Reimbursement Amount shall be paid by the Executive within thirty (30) days
      after rendition of the final judgment. The Employer shall be entitled to set
      off
      the reimbursement amount against all sums which may be owed or payable by the
      Employer to the Executive hereunder or otherwise. The parties shall cooperate
      in
      the defense of any asserted claim, demand or liability against the Executive
      or
      the Employer or its subsidiaries or affiliates. The term “final judgment” as
      used herein shall be defined to mean the decision of a court of competent
      jurisdiction, and in the event of an appeal, then the decision of the appellate
      court, after petition for rehearing has been denied, or the time for filing
      the
      same (or the filing of further appeal) has expired.

     

    (b)  The
      rights to indemnification under this Section 16 shall be in addition
      to any
      rights which the Executive may now or hereafter have under the charter or
      By-laws of the Employer or any of its affiliates or subsidiaries, under any
      insurance contract maintained by the Employer or any of its affiliates or
      subsidiaries, or any agreement between the Executive and the Employer or any
      of
      its affiliates or subsidiaries.

     

    17.  Full
      Settlement; No Mitigation.
      The
      Employer’s obligation to make the payments and provide the benefits provided for
      in this Agreement and otherwise to perform its obligations hereunder shall
      not
      be affected by any set-off, counterclaim, recoupment, defense or other claim,
      right or action which the Employer may have against the Executive or others.
      In
      no event shall the Executive be obligated to seek other employment or take
      any
      other action by way of mitigation of the amounts payable to the Executive under
      any of the provisions of this Agreement, and such amounts shall not be reduced
      whether or not the Executive obtains other employment.

     

    18.  Payment
      in the Event of Death.
      In the
      event payment is due and owing by the Employer to the Executive under this
      Agreement upon the death of the Executive, payment shall be made to such
      beneficiary as the Executive may designate in writing, or failing such
      designation, then the executor of the Executive’s estate, in full settlement and
      satisfaction of all claims and demands on behalf of the Executive, shall be
      entitled to receive all amounts owing to the Executive at the time of the
      Executive’s death under this Agreement. Such payments shall be in addition to
      any other death benefits of the Employer and in full settlement and satisfaction
      of all severance benefit payments provided for in this Agreement.

     

    19.  Entire
      Understanding.
      This
      Agreement together with the Non-Compete Agreement, constitutes the entire
      understanding between the parties relating to Executive’s employment hereunder
      and supersedes and cancels all prior written and oral understandings and
      agreements with respect to such matters entered into prior to the Effective
      Date, and except for the terms and provisions of any employee benefit or other
      compensation plans (or any agreements or awards thereunder), referred to in
      this
      Agreement or as otherwise expressly contemplated by this Agreement.

     

    20.  Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the heirs and
      representatives of the Executive and the successors and assigns of the Employer.
      The Employer shall require any successor (whether direct or indirect, by
      purchase, merger, reorganization, consolidation, acquisition of property or
      stock, liquidation, or otherwise) to all or a substantial portion of its assets,
      by agreement in form and substance reasonably satisfactory to the Executive,
      expressly to assume and agree to perform this Agreement in the same manner
      and
      to the same extent that the Employer would be required to perform this Agreement
      if no such succession had taken place. Regardless of whether such an agreement
      is executed, this Agreement shall be binding upon any successor of the Employer
      in accordance with the operation of law, and such successor shall be deemed
      the
“Employer” for purposes of this Agreement.

     

    21.  Tax
      Withholding.
      The
      Employer shall provide for the withholding of any taxes required to be withheld
      by federal, state, or local law with respect to any payment in cash, shares
      of
      stock and/or other property made by or on behalf of the Employer to or for
      the
      benefit of the Executive under this Agreement or otherwise. The Employer may,
      at
      its option: (a) withhold such taxes from any cash payments owing from
      the
      Employer to the Executive, (b) require the Executive to pay to the Employer
      in cash such amount as may be required to satisfy such withholding obligations
      and/or (c) make other satisfactory arrangements with the Executive to
      satisfy such withholding obligations.

     

    22.  No
      Assignment.
      Except
      as otherwise expressly provided herein, this Agreement is not assignable by
      any
      party and no payment to be made hereunder shall be subject to anticipation,
      alienation, sale, transfer, assignment, pledge, encumbrance or other
      charge.

     

    23.  Execution
      in Counterparts.
      This
      Agreement may be executed by the parties hereto in two (2) or more
      counterparts, each of which shall be deemed to be an original, but all such
      counterparts shall constitute one and the same instrument, and all signatures
      need not appear on any one counterpart.

     

    24.  Jurisdiction
      and Governing Law.
      Except
      as provided in Paragraph 10, jurisdiction over disputes with regard
      to this
      Agreement shall be exclusively in the courts of the State of Michigan, and
      this
      Agreement shall be construed, interpreted and enforced in accordance with and
      governed by the laws of the State of Michigan, without regard to the choice
      of
      laws provisions of such State.

     

    25.  Severability.
      If any
      provision of this Agreement shall be adjudged by any court of competent
      jurisdiction to be invalid or unenforceable for any reason, such judgment shall
      not affect, impair or invalidate the remainder of this Agreement. Furthermore,
      if the scope of any restriction or requirement contained in this Agreement
      is
      too broad to permit enforcement of such restriction or requirement to its full
      extent, then such restriction or requirement shall be enforced to the maximum
      extent permitted by law, and the Executive consents and agrees that any court
      of
      competent jurisdiction may so modify such scope in any proceeding brought to
      enforce such restriction or requirement.

     

    26.  Survival.
      Provisions of this Agreement shall survive the termination of the Executive’s
      employment with the Employer to the extent provided herein.

     

    27.  Waiver.
      The
      waiver of any party hereto of a breach of any provision of this Agreement by
      any
      other party shall not operate or be construed as a waiver of any subsequent
      breach.

     

    28.  Amendment.
      No
      change, alteration or modification hereof may be made except in a writing,
      signed by each of the parties hereto.

     

    29.  Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      Employer and the Executive to express their mutual intent and no rule of strict
      construction shall be applied against any person. Wherever from the context
      it
      appears appropriate, each term stated in either the singular of plural shall
      include the singular and the plural, and the pronouns stated in either the
      masculine, the feminine or the neuter gender shall include the masculine,
      feminine or neuter. The headings of the Paragraphs of this Agreement are for
      reference purposes only and do not define or limit, and shall not be used to
      interpret or construe the contents of this Agreement.

     

    30.  No
      Duplication.
      Notwithstanding anything herein to the contrary, to the extent that any
      compensation or benefits are paid to or received by the Executive from the
      Bank,
      PrivateBancorp or any other subsidiary of PrivateBancorp or the Bank, such
      compensation or benefits shall be subtracted from any amounts simultaneously
      due
      hereunder from PrivateBancorp and/or the Bank, as the case may be.

     

    [Signature
      Page Follows]

     


    
      
        
          
            	 	 	 


          

          CHICAGO/#1356706.3 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
      as of the day and year first above written.

     

    
      	 	
              PRIVATEBANCORP,
                INC.

               

               

               

               

               

              By: /s/
                Dennis L. Klaeser

               

              Title:
                Chief
                Financial Officer 

               

            
	 	
              EXECUTIVE

               

               

               

               

               

              /s/
                David T. Provost 

               

              Name:
                David T. Provost

               

            
	 	
               

               

               

               

               

               

              Address:
                952 Brookwood

               

              Birmingham,
                MI 48009

               

              Telecopy
                No.: 

               

            
	 	 


    

    


    



    
      
        
          
            	 	 	 


          

          CHICAGO/#1356706.3 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Exhibit A
      to Employment Agreement

     

    RELEASE
      AND SEVERANCE AGREEMENT

     

    THIS
      RELEASE AND SEVERANCE AGREEMENT is made and entered into this ____ day of
      _________, _____ by and between PrivateBancorp, Inc. and its subsidiaries and
      affiliates (including, without limitation, The PrivateBank and Trust Company)
      (collectively, “PBI”)
      and
      David T. Provost (hereinafter “EXECUTIVE”).

     

    EXECUTIVE’S
      employment with PBI terminated on __________, ______; and EXECUTIVE has
      voluntarily agreed to the terms of this RELEASE AND SEVERANCE AGREEMENT in
      exchange for severance benefits under the Employment Agreement (“Employment
      Agreement”)
      to
      which EXECUTIVE otherwise would not be entitled.

     

    NOW
      THEREFORE, in consideration for severance benefits provided under the Employment
      Agreement, EXECUTIVE on behalf of EXECUTIVE and EXECUTIVE’S spouse, heirs,
      executors, administrators, children, and assigns does hereby fully release
      and
      discharge PBI, its officers, directors, employees, agents, subsidiaries and
      divisions, benefit plans and their administrators, fiduciaries and insurers,
      successors, and assigns from any and all claims or demands for wages, back
      pay,
      front pay, attorneys’ fees and other sums of money, insurance, benefits,
      contracts, controversies, agreements, promises, damages, costs, actions or
      causes of action and liabilities of any kind or character whatsoever, whether
      known or unknown, from the beginning of time to the date of these presents,
      relating to EXECUTIVE’S employment or termination of employment from PBI,
      including but not limited to any claims, actions or causes of action arising
      under the statutory, common law or other rules, orders or regulations of the
      United States or any State or political subdivision thereof including the Age
      Discrimination in Employment Act and the Older Workers Benefit Protection
      Act.

     

    EXECUTIVE
      acknowledges that EXECUTIVE’S obligations pursuant to Paragraphs 12
      and 13, of the Employment Agreement relating to the use or disclosure
      of
      confidential information and non-solicitation of customers and employees shall
      continue to apply to EXECUTIVE.

     

    This
      Release and Settlement Agreement supersedes any and all other agreements between
      EXECUTIVE and PBI except agreements relating to proprietary or confidential
      information belonging to PBI, and any other agreements, promises or
      representations relating to severance pay or other terms and conditions of
      employment are null and void.

     

    This
      release does not affect EXECUTIVE’S right to any benefits to which EXECUTIVE may
      be entitled under any employee benefit plan, program or arrangement sponsored
      or
      provided by PBI, including but not limited to the Employment Agreement and
      the
      plans, programs and arrangements referred to therein.

     

    EXECUTIVE
      and PBI acknowledge that it is their mutual intent that the Age Discrimination
      in Employment Act waiver contained herein fully comply with the Older Workers
      Benefit Protection Act. Accordingly, EXECUTIVE acknowledges and agrees
      that:

     

    (a) The
      severance benefits exceed the nature and scope of that to which EXECUTIVE would
      otherwise have been legally entitled to receive.

     

    (b) Execution
      of this Agreement and the Age Discrimination in Employment Act waiver herein
      is
      EXECUTIVE’S knowing and voluntary act;

     

    (c) EXECUTIVE
      has been advised by PBI to consult with EXECUTIVE’S personal attorney regarding
      the terms of this Agreement, including the aforementioned waiver;

     

    (d) EXECUTIVE
      has had at least twenty-one (21) calendar days within which to consider
      this Agreement;

     

    (e) EXECUTIVE
      has the right to revoke this Agreement in full within seven (7) calendar
      days of execution and that none of the terms and provisions of this Agreement
      shall become effective or be enforceable until such revocation period has
      expired;

     

    (f) EXECUTIVE
      has read and fully understands the terms of this Agreement; and

     

    (g) Nothing
      contained in this Agreement purports to release any of EXECUTIVE’S rights or
      claims under the Age Discrimination in Employment Act that may arise after
      the
      date of execution.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date indicated
      above.

     

    
      	
              PRIVATEBANCORP,
                INC.,

              for
                itself and its Subsidiaries and Affiliates

               

              By:

               

              Its:

               

            	
              EXECUTIVE

               

               

               

              David
                T. Provost