SUBLEASE AGREEMENT
                               ------------------

     THIS SUBLEASE AGREEMENT (this "Sublease"), is entered into as of this 13th
day of December, 1999 by and between UNION PLANTERS BANK, NATIONAL ASSOCIATION,
a national banking association ("Sublandlord"), and PRIVATEBANCORP, INC., a
Delaware corporation ("Subtenant"). ST. LOUIS BRENTWOOD ASSOCIATES, L.P.,
(together with its successors and permitted assigns, the "Primary Landlord")
joins in the execution and delivery of this Sublease for the purpose of
consenting to the same. The following recitals form the basis for this Sublease
and are made a material part hereof

     A.   Landlord is the tenant, and Primary Landlord is the landlord, under
that certain Lease Agreement (together with all amendments, modifications,
renewals and restatements, the "Prime Lease"), dated December 19, 1986 and
amended by that certain First Amendment dated November 17, 1987, that certain
Addendum dated February 1, 1990, that certain letter dated January 9, 1992, that
certain Amendment, Extension and Renewal of Lease dated August 28, 1997 and that
certain Fifth Amendment to Lease dated July 30, 1999.

     B.   The Prime Lease covers certain leased space in the office building
(the "Building") located at 1401 South Brentwood Boulevard, St. Louis, Missouri
63144. The leased area described in the Prime Lease is referred to herein as the
"Leased Premises."

     C.   Subtenant  desires  to lease a  portion  of the  Leased  Premises  on
the terms and subject to the conditions below.

     NOW, THEREFORE, in consideration of the foregoing recitals, the covenants
and agreements herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sublandlord and Subtenant hereby
agree as follows:

     1.   Prime Lease.

          1.1   Sublandlord and Subtenant agree that this Sublease is entered
into to create a sublease under the Prime Lease. The Prime Lease is attached
hereto as Exhibit A and by this reference incorporated herein. Subtenant
acknowledges having received and reviewed the Prime Lease. Notwithstanding
anything to the contrary in this Sublease, any termination of the Prime Lease
will cause this Sublease to be terminated as of the same time and date that the
Prime Lease is terminated, subject to Section 15.4 of this Sublease, which
provides for the survival of certain claims in the event the Sublease is
terminated, and any unearned Rent paid in advance shall be refunded to
Subtenant; provided, however, that if such termination is the result of a breach
of Subtenant's obligations hereunder, then Sublandlord shall have the right to
retain such amount until such time that the damages from such breach have been
ascertained, at which time such amount may be applied by Sublandlord to the
payment of such damages without limiting the amount Sublandlord will be entitled
to recover as a result of such breach.

          1.2   Sublandlord and Subtenant agree that this Sublease is not
effective until such time as Primary Landlord has consented in writing to this
Sublease, such consent to be evidenced by means of Primary Landlord's execution
and delivery of a counterpart of this Sublease in the space provided below.
Until such written consent has been obtained, either party shall have the right
to terminate this Sublease upon the delivery of written notice thereof to the
other party and Primary Landlord.

<PAGE>

     2.   Subleased Premises. Sublandlord agrees to lease to Subtenant certain
premises located on the 1st and 2nd floors of the Building, consisting of
approximately 12,378 total rentable square feet of floor area, with
approximately 3,026 rentable square feet on the 1st floor and approximately
9,352 rentable square feet on the 2nd floor, as more fully described on Exhibit
B attached hereto and by this reference incorporated herein (the "Subleased
Premises"), together with the nonexclusive right and license during the Sublease
Term (as defined in Section 4 below) to use any areas required to access and use
the drive-up banking facilities and lanes, any areas required to access and use
the automated teller machines or space therefor and the after-hours depository
area, and any areas of the Leased Premises required for ingress and egress to
and from the Subleased Premises by Subtenant and its employees, agents and
invitees. Notwithstanding the fact that the foregoing use is nonexclusive,
Subtenant's access to such locations and/or facilities shall not be materially
or unreasonably restricted. Subtenant and its employees, agents and invitees
shall have the exclusive right and license during the Sublease Term to use any
automated teller machines or space therefor, the after-hours depository
facilities outside the Building and the drive-up banking facilities; provided,
however, that the exclusive right shall not apply to drive-up lanes at those
locations and/or facilities. Subtenant must obtain Primary Landlord's prior
written approval before placing any automated teller or other banking facilities
on any part of the Leased Premises.

     3.   Compliance with Terms of Prime Lease.

          3.1   Subtenant agrees that this Sublease is subject and subordinate
to all of the terms, conditions, and provisions of the Prime Lease and the
exhibits thereto, including without limitation the Building Rules set forth on
Exhibit D thereto, and that Subtenant will not violate or permit the violation
of, and at its cost shall cause the Subleased Premises and Subtenant's
activities on or about the Subleased Premises to be in compliance with the Prime
Lease. Subtenant will cooperate with Sublandlord and assist Sublandlord in
complying with the terms of the Prime Lease, as it applies to the Subleased
Premises and Subtenant's use of common areas. In the event of a conflict between
any term, condition or provision of the Prime Lease and this Sublease, the terms
and provisions of this Sublease shall control in all controversies arising
between Sublandlord and Subtenant, and the terms and provisions of the Prime
Lease shall control in all controversies arising between Primary Landlord and
Sublandlord or Subtenant, except as the parties have agreed in this Sublease.

          3.2   In the event that Subtenant or any agent, employee, officer, or
invitee of Subtenant takes, threatens to take, or fails to take any action which
will result in the breach or violation of the Prime Lease with reference to the
Subleased Premises or use of the common areas, Sublandlord shall be entitled to
injunctive or such other appropriate equitable relief as may be necessary to
prevent any violation or breach of the Prime Lease by Subtenant or its agents
employees, officers or invitees, together with all of Sublandlord's damages
occasioned thereby, it being agreed by the parties that any breach of the Prime
Lease would cause irreparable harm to Sublandlord.

          3.3   If any obligation of Sublandlord under this Sublease is to be
performed by Primary Landlord under the Prime Lease and Primary Landlord fails
to perform such obligation, then Sublandlord shall have no liability to
Subtenant hereunder as a result of such failure, except that Sublandlord agrees
to use commercially reasonable efforts to cause Primary Landlord to perform such
obligation. For example, and not by way of limitation, if any service to be
provided under this Sublease is to be provided by Primary Landlord under the
Prime Lease and Primary Landlord fails to provide such service, then Sublandlord
shall have no liability to Subtenant for the failure of such service to have
been provided. In such event, however, Sublandlord agrees to use commercially
reasonable efforts to cause Primary Landlord to provide such service.

                                       -2-

<PAGE>

          3.4   If any consent or approval is required to be obtained by
Sublandlord under the provisions of this Sublease prior to the taking of any
action on the part of Subtenant, and the Prime Lease contains a comparable
provision requiring the consent of the Primary Landlord, then any consent by
Sublandlord to the taking of such proposed action by the Subtenant shall not be
effective until such time, if at all, that Primary Landlord consents to the
taking of such action.

     4.   Sublease Term.

          4.1   Subject to Sections 1.1, 36 and 37 of this Sublease, the term of
this Sublease (the "Sublease Term") shall commence on December 13, 1999 (the
"Commencement Date") and shall expire at 11:59 p.m. (St. Louis time) on February
4, 2009 (the "Expiration Date").

          4.2   Subject to Sections 1.1, 36 and 37 of this Sublease, this
Sublease, and the Sublease Term, shall commence on the Commencement Date and
shall terminate and expire on the Expiration Date without the necessity of any
termination notice from either Sublandlord or Subtenant.

     5.   Monthly Base Rent. Subtenant shall pay monthly base rent ("Monthly
Base Rent") in advance to Sublandlord on the first (1st) day of each month
during the Initial Term as follows:

          5.1   The "Rent Commencement Date" is hereby defined to mean January
1, 2000. During the period commencing on the Rent Commencement Date through and
including the Expiration Date, Subtenant shall be obligated to pay Monthly Base
Rent on the first day of each month, without offset or deduction for any reason.
The amount of each such monthly payment shall be as follows:

          January 1, 2000 - December 31, 2000                  $20,630.00
          January 1, 2001 - December 31, 2001                  $24,240.25
          January 1, 2002 - December 31, 2002                  $24,756.00
          January 1, 2003 - December 31, 2003                  $25,271.75
          January 1, 2004 - December 31, 2004                  $25,787.50
          January 1, 2005 - December 31, 2005                  $26,303.25
          January 1, 2006 - December 31, 2006                  $26,819.00
          January 1, 2007 - December 31, 2007                  $27,334.75
          January 1, 2008 - December 31, 2008                  $27,850.50
          January 1, 2009 - February 4, 2009                   $28,882.00

          5.2   Monthly Base Rent for any partial month shall be prorated over
the actual number of days in such month that the Sublease Term is then in
effect, and shall be paid on the first (1st) day of such partial month. All
amounts required to be paid by Subtenant under this Sublease which do not
constitute Monthly Base Rent shall constitute "additional rent" due hereunder.
The term "Rent" shall mean the Monthly Base Rent and all additional rent.

     6.   Building Operating Expense Reimbursement.

          6.1   Under the Prime Lease, Sublandlord is obligated to reimburse
Landlord for Subtenant's pro rata share of increases in "Expenses" in excess of
the "Expense Stop Amount" (as such capitalized terms are defined in the Prime
Lease). For purposes of this Sublease, the term "Base Year" shall mean 2000. For
purposes of this Section 6, Subtenant's pro rata share ("Subtenant's
Percentage") shall be 7.25%. The parties agree that the intention of this
Section 6 is to obligate Subtenant to pay its pro rata share of Expenses which
are in excess of Expenses for the Base Year.

                                      -3-

<PAGE>

          6.2   In addition to Monthly Base Rent, Subtenant shall pay to
Sublandlord additional rent with respect to each calendar year during the
Sublease Term in accordance with the following provisions:

                (a)  If Expenses during any calendar year after the Base Year
exceed Expenses for the Base Year (such excess being referred to herein as
"Excess Expenses"), then Subtenant shall pay to Sublandlord, as additional rent
for each such calendar year, an amount equal to Subtenant's Percentage of such
Excess Expenses. Expenses shall be determined by Primary Landlord in accordance
with the provisions of the Prime Lease.

                (b)  Sublandlord  shall  deliver to Subtenant  written  notice
of its estimate of Excess Expenses for the upcoming calendar year. Sublandlord
shall have the right to rely on estimates thereof prepared by Primary Landlord.
On the first day of each and every calendar month commencing after the receipt
of each such estimate and prior to the receipt of the next annual estimate of
Excess Expenses, Subtenant shall pay to Sublandlord one-twelfth (1/12) of
Subtenant's Percentage of Excess Expenses based upon such estimate. Such
estimated payments shall be due on the same date as are the installments of
Monthly Base Rent. Subtenant's Percentage of Excess Expenses for each calendar
year of the Sublease Term shall be deemed to be additional rent becoming due
under this Sublease and Subtenant's obligation to pay Subtenant's Percentage of
Excess Expenses for the Sublease Term shall survive the expiration or
termination of this Sublease.

                (c)  As soon as reasonably possible after the expiration of each
calendar year during the Sublease Term, Sublandlord will furnish to Subtenant a
statement showing the Expenses for the expired calendar year and the estimated
amount of Expenses to be paid during the next calendar year, such statement to
be in the same form as the statement provided to Sublandlord by Primary
Landlord. If Subtenant's Percentage of Excess Expenses for any calendar year
exceeds the payment on account thereof made by Subtenant, Subtenant shall pay to
Sublandlord the deficiency within fifteen (15) days after the receipt of a
statement therefor. Such obligation on the part of Subtenant shall survive any
vacation of the Subleased Premises by Subtenant. If any such statement shows
that the payments made by Subtenant on account of Excess Expenses exceeded the
amount then payable by Subtenant, then Sublandlord shall apply such excess to
future payments of additional rent or, in the event Subtenant has vacated the
Subleased Premises in accordance with its rights hereunder, pay the amount of
such excess to Subtenant. In no event shall any rent adjustment result in a
decrease of Monthly Base Rent.

                (d)  If Expenses for any calendar year are revised after a
statement thereof has been delivered to Subtenant, then the parties agree to
make such adjustments as may be necessary based upon the revised amount of
Expenses.

                (e)  Excess Expenses for any partial calendar year at the end of
the Sublease Term shall be prorated.

     7.   Security Deposit. Subtenant, concurrently with signing this Sublease,
shall pay to Sublandlord a Security Deposit in the amount of $28,882.00 to be
held to guarantee the faithful performance by Subtenant of all of Subtenant's
obligations under this Sublease. The Security Deposit may be commingled with
Sublandlord's other funds and any interest or other income earned thereon shall
be the property of Sublandlord. If Subtenant defaults with respect to any
provision of this Sublease, Sublandlord may expend the whole or any part of the
Security Deposit for the payment of any amount which Sublandlord may expend by
reason of such default. If any portion or all of the Security Deposit is so
used, Subtenant shall, within ten (10) days after demand therefor, deposit cash
with Sublandlord in an amount sufficient to restore the Security Deposit to its
original amount and failure to do so shall be a breach of this Sublease.
Provided no event of default has occurred and is continuing under this Sublease

                                      -4-

<PAGE>

on the later of (a) the first anniversary of the Commencement Date, or (b) the
expiration of all contingencies and termination rights under this Sublease (as
set forth in Sections 36 and 37), Sublandlord shall return the Security Deposit
to Subtenant within fifteen (15) days after Sublandlord's receipt of notice from
Subtenant that each of the foregoing conditions have been met, together with any
evidence reasonably required by Sublandlord that all contingencies have been
satisfied and all termination rights have expired. In the event of a transfer of
Sublandlord's interest in the Building, Sublandlord may pay over the Security
Deposit to Sublandlord's transferee to be held under the terms of this Sublease
and Sublandlord shall be released from all liability for the return of the
Security Deposit. Under no circumstances shall Subtenant have the right to
direct that the Security Deposit be applied to the payment of Rent.

     8.   Use of Subleased Premises. Subtenant shall use and occupy the
Subleased Premises only as a full-service banking facility, providing any
services that may be provided by a commercial bank under federal and Missouri
laws, and for general office purposes, and for no other use or purpose
whatsoever without the express prior written consent of Sublandlord and Primary
Landlord.

     9.   Alterations and Improvements.

          (a)   The Subleased Premises are being subleased in an "AS IS - WHERE
IS" condition, unless expressly provided otherwise herein. Sublandlord shall
have no obligation to perform any alterations to ready the Subleased Premises
for Subtenant's occupancy. Sublandlord makes and has made no representations or
warranties with respect to the condition of the Subleased Premises or as to its
suitability for the use or uses contemplated by Subtenant. Subtenant's occupancy
of the Subleased Premises shall constitute Subtenant's acceptance of the
condition of the same and its agreement that the Subleased Premises are in good
condition. Subtenant shall, at its cost and expense, install its own telephone
and computer equipment systems.

          (b)   Except as provided in this Sublease, any alterations, additions,
changes or improvements to the Subleased Premises not expressly described herein
shall be made only with the prior written consent of Primary Landlord and notice
of the same to Sublandlord as provided herein. In the event Primary Landlord
consents to the making of alterations, additions, changes or improvements to the
Subleased Premises, Sublandlord shall be furnished with such evidence of Primary
Landlord's consent as Sublandlord shall require at least fifteen (15) days prior
to the commencement of such work. Prior to the commencement of any work, Primary
Landlord and Sublandlord shall be furnished with copies of all plans and
specifications, a budget listing by line item the cost of the work to be done,
and evidence of the provision of performance bonds, if required by Primary
Landlord. The work necessary to make the change(s) shall be done at Subtenant's
expense by employees or contractors hired by Primary Landlord and approved by
Subtenant. Subtenant agrees to pay Primary Landlord or its agent, Insignia/ESG,
Inc., directly for any work to be performed prior to the commencement of any
work and pay all construction supervision fees charged by Primary Landlord.
Subtenant also agrees to reimburse Sublandlord for any construction supervision
fees charged by Primary Landlord to Sublandlord. In no event shall any lien be
established against the Subleased Premises or the Building. In the event the
actual cost of the alterations, plus the construction supervision fee, are less
than the amount paid to Primary Landlord by Subtenant as required in this
subsection (b), Primary Landlord shall pay the difference to Subtenant within
thirty (30) days after completion of the alterations.

          (c)   Upon Subtenant's receipt of all Regulatory Approvals (as defined
in Section 16.4 of this Sublease), satisfaction of any other contingencies set
forth in this Sublease, expiration of all termination rights set forth in this
Sublease (as such contingencies and termination rights are set forth in Sections
36 and 37 of this Sublease), and delivery of notice of the same to Sublandlord
and Primary Landlord (together with such evidence of the same as Sublandlord or
Primary Landlord may require),

                                      -5-

<PAGE>

Sublandlord will pay to Subtenant up to $123,780.00 (the "Improvement
Allowance") in accordance with Section 9(b) of this Sublease and all other
provisions of this Section 9. Subtenant agrees that such Improvement Allowance
will be used for Subtenant's improvement of the Subleased Premises (including
without limitation, for the preparation of any architectural drawings created in
connection with such improvements). Prior to the commencement of any
improvements, the name of the selected general contractor, all architectural
drawings, plans and specifications, the construction schedule, a budget showing
by line item the cost of the construction and evidence of Primary Landlord's
consent to the improvements as required in this Section 9 must be furnished to
Sublandlord. The Improvement Allowance will be paid to Subtenant upon
Sublandlord's receipt of sufficient evidence as required by Sublandlord of
completion of the improvements, including without limitation copies of invoices,
evidence that the same have been paid, and lien waivers from contractors and
suppliers; provided, however, that in no event shall Sublandlord be obligated to
pay more than the amount of the Improvement Allowance for any and all work and
that Subtenant shall pay all costs in excess of the Improvement Allowance. If
Subtenant does not intend to utilize all or a part of the Improvement Allowance
and so notifies Sublandlord, then any unused amount of the Improvement Allowance
shall be credited against Subtenant's obligation to pay Monthly Base Rent
hereunder from the first day of the month after Sublandlord's receipt of the
notice until the entire unused amount of the Improvement Allowance has been
applied and credited to the Monthly Base Rent payments. If Subtenant fails to
fully utilize the Improvement Allowance during the Sublease Term, then any
unused amount of the Improvement Allowance shall be credited against Subtenant's
obligation to pay Monthly Base Rent hereunder and shall be refunded by
Sublandlord to Subtenant within fifteen (15) days after the Expiration Date. Any
and all improvements or alterations to be made by Subtenant in connection
therewith shall be subject to the provisions of this Sublease. Nothing in the
foregoing shall relieve Subtenant from any of its other obligations under this
Sublease.

          (d)   Primary Landlord covenants and agrees that no act or omission of
Primary Landlord or any contractor, subcontractor or supplier arising out of any
construction performed by or at the direction of Primary Landlord with respect
to the Subleased Premises, including without limitation, the filing of any lien
against the Leased Premises or any part thereof, shall cause or create a default
under the Prime Lease (as such term is defined therein).

     10.  Repairs. During the continuance of this Sublease, Subtenant shall keep
the Subleased Premises and appurtenances in good order and repair; shall keep
the Subleased Premises and appurtenances in a wholesome condition without charge
or expense to Sublandlord; shall pay for all damages to the Building as well as
damages to the tenants or occupants thereof caused by any waste, misuse or
neglect of said Subleased Premises, its apparatus or appurtenances; and shall
not make nor allow to be made any change, alteration or addition, in, upon or to
said Subleased Premises without the written consent of Sublandlord and Primary
Landlord for that purpose first had and obtained. Upon the expiration or earlier
termination of Subtenant's right to possession of the Subleased Premises,
Subtenant shall surrender to Sublandlord the Subleased Premises in as good
condition and repair as on the Commencement Date, reasonable wear and tear
excepted, and all alterations, fixtures (other than Subtenant's trade fixtures)
and improvements shall remain with, and become the property of, Sublandlord
unless Subtenant is directed by Sublandlord in writing to remove the same prior
to the expiration or termination of Subtenant's right to possession of the
Subleased Premises. If Subtenant fails to leave the Subleased Premises in such
condition, then Sublandlord shall have the right to repair and restore the same
to such condition and Subtenant shall reimburse Sublandlord for the cost thereof
plus fifteen percent (15%).

     11.  Furniture and Fixtures.

                                      -6-

<PAGE>

          11.1  All trade fixtures attached to the Subleased Premises on the
date hereof, including without limitation, the teller counters and related
equipment, vaults, safe deposit boxes, facilities and marked keys for each box,
after-hour drops for deposits, kiosks, vacuum systems and related equipment (but
excluding the automated teller machine and the security systems), and all
furniture and equipment shown on Exhibit C attached hereto and made a part
hereof (such furniture and equipment, except for any furniture or equipment
located in the drive-up teller area, are collectively referred to as the
"Personal Property"), shall be deemed to be a part of the property subleased by
or licensed to Subtenant hereunder. As of the date of this Sublease, to the
knowledge of Sublandlord, such trade fixtures, related equipment and Personal
Property are in good working order and repair. Subtenant shall be liable for and
shall pay before delinquency, taxes leveled against the Personal Property and
any other personal property or trade fixtures placed by Subtenant in the
Subleased Premises. If any such taxes are levied against Sublandlord, whether
directly or indirectly, or the Subleased Premises, or if the assessed value of
the Building is increased by the inclusion of such personal property or trade
fixtures, upon written notice from Sublandlord, Subtenant shall pay to
Sublandlord the amount of the taxes based upon the increased assessments.
Subtenant shall have the right, at its sole cost, to replace, remove or
eliminate any items of the Personal Property.

          11.2  Provided no event of default has occurred and is continuing as
of the Expiration Date, and further provided that Subtenant has delivered to
Sublandlord a notice that it desires to purchase the Personal Property (as shown
on Exhibit C to this Sublease), on the Expiration Date, ownership of such
Personal Property shall immediately and automatically transfer to Subtenant and
this Sublease shall be deemed a bill of sale evidencing Sublandlord's agreement,
as of the date of this Sublease, to sell the Personal Property to Subtenant,
subject to the terms of this Sublease. Sublandlord hereby represents and
warrants that it has good right and lawful authority to sell all of its right,
title and interest in and to the Personal Property and that it will not assign
or transfer such rights prior to the Expiration Date. SUBLANDLORD MAKES NO
REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) AS TO THE CONDITION OF THE
PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUBLANDLORD AGREES TO
SELL THE PERSONAL PROPERTY "AS IS, WHERE IS." THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED.

     12.  Insurance.

          12.1  Subtenant shall, at its own expense, provide and keep in force,
comprehensive public liability insurance for the benefit of Sublandlord and
Subtenant jointly against liability for bodily injury, death, property damage
and contractual liability with a combined single limit of not less than Five
Million and 00/100 Dollars ($5,000,000.00), such limit to be for any amount
greater as may be reasonably indicated by circumstances from time to time and
existing.

          12.2  Subtenant shall maintain in full force and effect on all
fixtures and equipment in the Subleased Premises a policy or policies of fire
and extended coverage insurance with standard coverage, vandalism, malicious
mischief, special extended perils (all risk), sprinkler damage and subrogation
waiver endorsements to the extent of one hundred percent (100%) of their
insurable value during the term of this Sublease. Until Subtenant surrenders
possession of the Subleased Premises to Sublandlord, Subtenant shall retain all
risk of loss with respect to any of Subtenant's property located at the
Subleased Premises.

          12.3  Subtenant shall maintain in form and amount reasonably
acceptable to Sublandlord all workers' compensation insurance or similar
insurance as may be required under the laws of the state in which the Subleased
Premises is located in respect to the operation, maintenance,

                                      -7-

<PAGE>

protection, repair, alteration, or reconstruction of the Subleased Premises or
any part thereof which may be undertaken by Subtenant pursuant to the terms of
this Sublease.

          12.4  Subtenant shall maintain such other coverages as may be required
after the date hereof under or pursuant to the Prime Lease, each in the standard
form generally used in the State of Missouri and by a company reasonably
acceptable to Primary Landlord. The amount of any insurance coverages required
to be maintained by Subtenant are subject to increase upon any increase in the
coverages required under the Prime Lease.

          12.5  Primary Landlord and Sublandlord shall be named as additional
insureds under all policies of insurance required by this Sublease. All
insurance policies shall be primary and non-contributing with any insurance
carried by Sublandlord or Primary Landlord. The insurance required hereunder
shall be in companies that are reasonably acceptable to Sublandlord and Primary
Landlord. Not less than ten (10) days prior to the commencement of the Sublease
Term, and thereafter, upon Sublandlord's request, from time to time, Subtenant
shall deliver to Sublandlord evidence of the insurance required to be carried by
Subtenant on ACORD form 27, and each such certificate and insurance policy shall
provide that it may not be canceled or altered without at least thirty (30) days
prior written notice to Sublandlord. All such policies shall comply in all
respects with the requirements contained in the Prime Lease relative to the
insurance required to be maintained by Sublandlord. Subtenant shall not do or
permit anything to be done which shall invalidate the insurance policies
referred to in this section.

     13.  Subletting and Assignment. Subtenant may not assign, convey, mortgage,
sublet or otherwise transfer or encumber all or any part of the Subleased
Premises or Subtenant's interest in this Sublease, or permit the use or
occupancy of the Subleased Premises or any part thereof by anyone other than
Subtenant and its employees, without the prior written consent of the
Sublandlord and the Primary Landlord (whose conditions for consenting to a
sublease or assignment are outlined in Article VIII of the Prime Lease).
Acceptance of rent by Sublandlord from any person other than Subtenant shall not
be deemed to be a waiver by Sublandlord of this Section, and consent to one or
more assignments or sublettings shall not be deemed consent to any subsequent
assignment or subletting. For purposes of this Sublease, any transfer or
issuance of any ownership interest (e.g., stock in a corporation, partnership
interests, limited liability company interests or beneficial interests of
trusts) in Subtenant (whether as a result of a voluntary transfer, issuance of
additional ownership interests, death, redemption, bankruptcy, UCC sale or other
involuntary transfer, or by operation of law) which transfer or issuance results
in a change in the identity of those persons beneficially owning more than fifty
percent of the outstanding ownership interests of Subtenant from that in effect
on the date of this Sublease shall constitute an assignment of this Sublease
requiring the consent of Sublandlord and Primary Landlord.

     14.  Casualty or Condemnation. In the event of casualty or condemnation of
the Subleased Premises or the Leased Premises or any of their respective
component parts, the terms and conditions of the Prime Lease shall govern the
parties' respective rights and obligations under this Sublease, and in no event
shall Subtenant have any greater rights under this Sublease than Sublandlord has
under the Prime Lease. If the Prime Lease grants to Sublandlord any rights to
terminate or not terminate the Prime Lease in the event of a casualty or
condemnation or grants any rights with respect to any insurance proceeds or
condemnation awards which may become payable with respect thereto, then it is
agreed by the parties that Subtenant shall have no rights with respect thereto
other than to make a claim under any insurance policy or policies which
Subtenant may maintain.

                                      -8-

<PAGE>

     15.  Sublandlord's Covenants, Representations and Warranties. Sublandlord
covenants and agrees with Subtenant that:

          15.1  Sublandlord has the right to enter into this Sublease, subject
to approval of the Primary Landlord.

          15.2  Sublandlord will put Subtenant in possession of the Subleased
Premises, and Subtenant, upon paying the rent hereinabove (except for any
credits owed to Subtenant pursuant to Section 9(c) of this Sublease) and
observing and performing the several covenants and stipulations herein on its
part contained, shall peaceably hold and enjoy the Subleased Premises during the
Sublease Term without any interruption by Sublandlord.

          15.3  Sublandlord shall use all commercially reasonable efforts to
cause Primary Landlord to furnish those utilities and other services to the
Subleased Premises described in Article VII of the Prime Lease, during the hours
provided therein. Subtenant shall have the same obligation to reimburse
Sublandlord for increased expenses cause by Subtenant's use of the Subleased
Premises after normal business hours as is imposed on Sublandlord under the
Prime Lease with respect to such after-hours use.

          15.4  Sublandlord shall comply with its covenants and obligations set
forth in the Prime Lease, and Sublandlord shall not agree to terminate its
interest in the Subleased Premises without Subtenant's prior written consent.
Subtenant's claims against Sublandlord, if any, arising out of any breach of the
Prime Lease as a result of an act or omission of Sublandlord, shall survive any
termination of the Prime Lease. Notwithstanding the foregoing, Sublandlord shall
have no liability to Subtenant under this Sublease in the event that the Prime
Lease is terminated because of Subtenant's breach of its obligations under this
Sublease or any other act or omission of Subtenant which effects a termination
of the Prime Lease. Sublandlord shall have no obligation to Subtenant to perform
any obligation assumed by Subtenant under this Sublease in order to prevent a
termination of the Prime Lease.

          15.5  On or before December 13, 1999, Sublandlord shall cause all
safe deposit boxes to be emptied of their contents, and all keys thereto,
properly marked to identify the boxes or doors they fit, shall be delivered to
Subtenant.

     16.  Subtenant's Covenants, Representations and Warranties. Subtenant
covenants, represents, warrants and agrees with Sublandlord:

          16.1  Subtenant shall pay the rent in the time and the manner herein
provided.

          16.2  Subtenant shall permit Sublandlord and the Primary Landlord to
enter the Subleased Premises at any reasonable time for the purpose of
inspecting, maintaining and cleaning the same and making necessary repairs to
the building and the equipment and fixtures contained therein.

          16.3  Subtenant shall surrender the Subleased Premises and all
appurtenances thereto at the end of the Sublease Term (whether at the stated end
of such term or by early termination by forfeiture or otherwise) in the same
condition as received, ordinary wear and tear excepted, and shall surrender all
keys and duplicates thereof. Subtenant shall remove all of its personal property
and removable trade fixtures (but shall not remove any personal property or
fixtures owned by Primary Landlord or Sublandlord) from the Subleased Premises
prior to the expiration or earlier termination of the Sublease Term and shall
repair any damage caused by the removal thereof, and Subtenant shall surrender
possession of the Subleased Premises in broom clean condition.

                                      -9-

<PAGE>

          16.4  Subtenant shall, at its cost, obtain all licenses, permits,
qualifications, registrations or other authorizations required in connection
with the operation of its business as a full-service banking facility at the
Subleased Premises (the "Regulatory Approvals"). Subtenant represents and
warrants that all applications required to obtain the Regulatory Approvals have
been filed with the appropriate parties and are pending as of the date of this
Sublease. No representation is made by Sublandlord that Subtenant's use of the
Subleased Premises is permitted under applicable zoning or land use laws.
Subtenant shall not use or permit to be used the Subleased Premises in any
manner that will (a) constitute a hazard or an unreasonable annoyance to other
tenants in the Building or any adjoining properties, (b) cause the Subleased
Premises or the Building or both to suffer waste, (c) violate any laws, (d)
permit any noxious odors or vapors to be emitted from the Subleased Premises, or
(e) violate, suspend, void or serve to increase the premium of any policy or
policies of insurance at any time carried on the Building or any part thereof,
including the Subleased Premises. Subtenant shall not violate or permit the
violation of any restrictive covenant or other condition of title affecting the
Building. Subtenant shall not permit any hazardous substance or toxic waste to
be handled, generated, stored, treated, disposed of or released on or in the
Subleased Premises.

          16.5  Sublandlord shall not be liable to Subtenant for any
interruption of services to or unavailability of materials at the Subleased
Premises or the Building (including, without limitation, utilities, trash
removal and maintenance) caused by circumstances not within the reasonable
control of Sublandlord or by strikes or labor disputes.

          16.6  Sublandlord shall not be liable to Subtenant or its employees
and agents for injury or damage to persons or property caused by the theft,
vandalism or other criminal or tortious conduct of others (except for
Sublandlord), and Subtenant hereby acknowledges that Subtenant's occupancy of
the Subleased Premises and use of the common areas of the Building is at
Subtenant's own risk.

     17.  Hold Harmless; Indemnification. Sublandlord shall not be liable for
any damage occasioned by failure to keep the Subleased Premises in repair, and
it shall not be liable for any damage arising from the action or negligence of
Subtenant, co-tenants or other occupants of the Building. Subtenant shall defend
(by counsel acceptable to Sublandlord), pay, indemnify and save harmless
Sublandlord, its agents and employees, from and against any and all claims,
demands, fines, suits, actions, proceedings, orders, decrees and judgments of
any kind or nature by or in favor of anyone whomsoever and from and against any
and all costs and expenses incurred by Sublandlord, including attorneys' fees,
resulting from or in connection with any of the following, unless the same are
caused by Sublandlord's gross negligence or willful misconduct: (a) any
accident, bodily injury, death, personal injury of any kind, or property damage
arising directly or indirectly, out of or from or on account of any occurrence
in, upon, at or about the Subleased Premises; (b) any accident, bodily injury,
death, personal injury or property damage arising, directly or indirectly, in
connection with Subtenant's operation and conduct of business on or in the
Subleased Premises, or suffered by any of Subtenant's employees, agents,
contractors or invitees; (c) any use, occupancy, non-use or condition of the
Subleased Premises; and (d) any failure on the part of Subtenant to perform or
comply with any of the agreements, terms, covenants and conditions of this
Sublease. In case any action, suit or proceeding is brought against Sublandlord
by reason of any such occurrence, Subtenant, or Subtenant's insurer, upon
Sublandlord's request, will at no expense to Sublandlord resist and defend such
action, suit or proceeding or cause the same to be resisted and defended by
counsel designated by Subtenant and approved by Sublandlord. The obligations of
Subtenant under this Section shall survive any termination of this Sublease.

                                      -10-

<PAGE>

     18.  Events of Default. If any one or more of the following events occurs,
then the same shall constitute an event of default on the part of Subtenant
under this Sublease:

          18.1  The failure of Subtenant to make any payment of Monthly Base
Rent, additional rent or other sum required to be paid when due or within seven
(7) days after Sublandlord sends notice of such failure to Subtenant.

          18.2  The failure of Subtenant to perform or observe any of the other
terms or conditions of this Sublease (including, without limitation, the terms
and conditions of the Prime Lease to the extent that the same are obligations of
Subtenant hereunder) to be observed or performed by Subtenant; provided,
however, that if such event is not otherwise set forth in this Section 18 and
Subtenant cures such default within thirty (30) days after Sublandlord sends
Subtenant written notice of such default, no event of default shall occur under
this Sublease; further provided, that if such event is not reasonably capable of
cure within such thirty (30) day period, no event of default shall occur if (a)
Subtenant promptly commences and diligently pursues cure, and such event is
cured not later than sixty (60) days after Sublandlord sends Subtenant written
notice of such default; and (b) no default or event of default occurs under the
Prime Lease;

          18.3  The failure of Subtenant to remedy, immediately after receipt of
notice from Sublandlord, any hazardous condition which Subtenant has created or
suffered in breach of Subtenant's obligations under this Sublease;

          18.4  Except as expressly permitted under this Sublease, the purported
subletting of the Subleased Premises or purported assignment of this Sublease by
Subtenant without the prior written consent of Sublandlord and Primary Landlord;

          18.5  The abandonment of the Subleased Premises by Subtenant;

          18.6  Subtenant becomes insolvent or admits its inability to pay its
creditors, or becomes the subject of a bankruptcy proceeding filed by or against
it, or otherwise suffers any material adverse change in its financial condition;
or

          18.7  The subleasehold interest of Subtenant is levied upon under
execution or is attached by process of law.

          18.8  Subtenant shall breach any of its obligations set forth in
Sections 3 (subject to any applicable cure rights), 8, 9(b), 9(c), 11, 12, 13,
16.4, or 28 of this Sublease.

          18.9  Any material representation or warranty made by Subtenant
hereunder shall prove to have been untrue when made.

     19.  Remedies. If an event of default occurs on the part of Subtenant under
this Sublease, then Sublandlord may exercise any one or more of the following
remedies, to the extent permitted by law, or any other legal or equitable remedy
permitted under applicable law:

          19.1  Sublandlord may terminate this Sublease upon the delivery of
notice thereof to Subtenant, and Sublandlord shall have the right to immediate
possession of the Subleased Premises and Subtenant shall peacefully surrender
possession of the Subleased Premises to Sublandlord. Subtenant hereby waives any
and all rights it may have, at law or in equity, to the receipt of notice of
default or demand for forfeiture, except as expressly provided herein. In the
event Subtenant holds the Subleased Premises over beyond the termination of the
Sublease Term, Sublandlord shall have the right to recover

                                      -11-

<PAGE>

Sublandlord's cost in recovering possession of the Subleased Premises
(including, without limitation, attorneys' fees and litigation costs), such
amounts as may be permitted under applicable law and any other amounts due and
payable to Sublandlord hereunder (including, without limitation, any past-due
Rent).

          19.2  Sublandlord, without terminating this Sublease, shall have the
right to terminate Subtenant's right to possess the Subleased Premises and to
recover possession thereof and Subtenant shall peacefully surrender the
Subleased Premises to Sublandlord. Subtenant hereby waives any and all rights it
may have, at law or in equity, to the receipt of notice of default or demand for
forfeiture, except as expressly provided herein. Sublandlord, at Sublandlord's
option, may cause the Subleased Premises to be prepared for reletting, and may
relet the Subleased Premises or any part thereof as agent of Subtenant, for a
term to expire prior to, at the same time as, or subsequent to the expiration of
the Sublease Term, at Sublandlord's option. In the event of such reletting,
Sublandlord shall receive the rents therefor, applying the same first, to the
repayment of reasonable expenses as Sublandlord may have incurred in connection
with said resumption of possession, preparing for reletting and reletting
(including, without limitation, remodeling costs, brokerage and attorneys'
fees), and, second, to the payment of damages and amounts equal to the Monthly
Base Rent and additional rent due hereunder and to the cost of performing the
other obligations of Subtenant as herein provided. Subtenant, regardless of
whether Sublandlord has relet the Subleased Premises, shall pay to Sublandlord
damages equal to the Monthly Base Rent and additional rent herein agreed to be
paid by Subtenant less the costs and proceeds of the reletting, if any, and such
Rent shall be due and payable by Subtenant by on the days on which Rent is due
hereunder or, in the alternative and at the option of Sublandlord, Subtenant
shall immediately pay all amounts of Monthly Base Rent payable during the
Sublease Term reduced by the rental value thereof discounted to present value at
the rate of three percent (3%) per annum.

          19.3  Sublandlord may perform for Subtenant any of the obligations
Subtenant has agreed to perform hereunder if Subtenant has defaulted in the
performance of such obligations. Upon demand, Subtenant shall reimburse
Sublandlord for Sublandlord's cost of performing for Subtenant, together with
interest thereon at a rate equal to ten percent (10%) per annum, compounded
monthly. Any amounts so expended by Sublandlord shall be immediately due and
payable, and the failure of Subtenant to pay such amounts shall entitle
Sublandlord to all of the rights and remedies available to it as if Subtenant
had defaulted in the payment of Rent.

          19.4  Subtenant shall pay to Sublandlord a late charge equal to five
percent (5%) of the amount of any installment of Monthly Base Rent or additional
rent if such installment becomes more than ten (10) days past due.

          19.5  Subtenant shall pay to Sublandlord, upon demand, interest at the
rate of twelve percent (12%) per annum on any past-due payments of Monthly Base
Rent, additional rent or other amounts due hereunder.

     20.  Headings. The headings of the paragraphs of this Sublease are inserted
only for reference and convenience and the Sublease is to be construed in all
respects as if said headings did not appear hereon.

     21.  Parking. During the Sublease Term and provided that no event of
default has occurred on the part of Subtenant and is continuing under this
Sublease, Subtenant shall have a license to use forty-two (42) unreserved garage
parking spaces in the parking garage connected to the Building. No charge shall
be assessed for the license to park in the foregoing spaces. Parking shall be
subject to such rules and regulations as may be established from time to time by
Primary Landlord.

                                      -12-

<PAGE>

     22.  Common Areas. Subtenant shall keep and maintain Subtenant's lobby area
in a clean and orderly condition free and clear of any debris. Subtenant shall
not permit storage of any material or equipment in Subtenant's lobby to be
visible from the common areas of the Building. Upon Primary Landlord's request,
Subtenant shall remove any materials, equipment, furnishings or debris from
Subtenant's lobby that is visible from the common areas of the Building that is
in not consistent with the image of a first class office property. No signs,
marquis, flags, banners, placards, streamers or other display shall be hung,
maintained or displayed on or from Subtenant's windows in the Subleased
Premises.

     23.  Building Signage. After the conditions set forth in Sections 36 and 37
are satisfied, Subtenant shall have the right, at its sole cost and expense, to
have Primary Landlord erect and maintain signage inside and outside the Building
as permitted by Primary Landlord, and provided that such signage complies with
the standard graphics used on the Building signage. Subtenant has the right to
request the removal of all signs bearing Sublandlord's name (except for signage
relating to the Building's name, "Magna Place"), in which event such signs shall
be removed by Primary Landlord at Sublandlord's sole cost and expense within a
reasonable period of time after Subtenant's request, except to the extent such
signs relate to any use or occupancy of the Building by Sublandlord as of the
Commencement Date. Notwithstanding anything to the contrary in this Sublease or
the Primary Lease, in no event shall Sublandlord or the Primary Landlord be
required to reimburse Subtenant for any costs or expenses incurred by Subtenant
in connection with any change in the name or address of the Building.

     Notwithstanding anything to the contrary in this Section 23, prior to the
satisfaction of the conditions set forth in Sections 36 and 37 of this Sublease,
(a) Primary Landlord shall, within a reasonable period of time after the date of
this Sublease, at Subtenant's expense, cause Subtenant to be included on all
tenant directories for the Building (excluding the exterior monument signage),
and (b) Subtenant shall have the right, at its sole cost and expense, to have
Primary Landlord erect and maintain signage outside the Building directing
vehicular traffic to the parking facilities for the Subleased Premises, all such
signage to comply with the standard graphics used on the Building signage.

     24.  No Waiver. No waiver of any default of a party hereunder shall be
implied from any omission by such party to take any action on account of such
default if such default persists or is repeated, and no waiver shall affect any
default other than the default specified in the waiver and that only for the
time and to the extent herein stated.

     25.  No Warranties; Amendments. Subtenant acknowledges and agrees that it
has not relied upon any statements, representations, agreements, or warranties
except as are expressed in writing herein, and that no amendment or modification
of this Sublease shall be valid or binding unless expressed in writing and
executed by the parties hereto in the same manner as the execution of this
Sublease. This Sublease may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument. The undersigned representatives of Sublandlord and
Subtenant each represent and warrant, respectively, that such persons have been
duly authorized and directed to execute and deliver this Sublease on behalf of
the party for which such person purports to be acting and that this Sublease
constitutes the legal, valid and binding obligations of such parties. This
Sublease supersedes any prior oral or written agreements relative to the subject
matter hereof and constitutes the entire agreement of the parties with respect
to the sublease of the Subleased Premises.

     26.  Attorneys' Fees. The parties hereby agree that if any litigation
occurs under this Sublease, then the nonprevailing party shall reimburse the
prevailing party for the prevailing party's expenses (including, without
limitation, reasonable attorneys' fees and court costs) incurred in connection
with such litigation.

                                      -13-

<PAGE>

     27.  Successors and Assigns. This Sublease shall be binding upon and inure
to the benefit of Sublandlord and Subtenant and their respective personal
representatives, heirs, successors, and permitted assigns. If there shall be
more than one Subtenant, they shall be bound jointly and severally by the terms,
covenants and agreements herein.

     28.  Recording. No party shall have the right to record this Sublease or
any memorandum hereof without the prior written consent of the other parties
hereto. Any recording of this Sublease or any memorandum hereof without such
consent shall constitute a breach of a material provision of this Sublease
entitling the other parties to exercise any rights or remedies available
hereunder or under applicable law as a result thereof.

     29.  Holding Over. Nothing contained herein is to be construed to give
Subtenant the right to hold over any time, and Sublandlord and Primary Landlord
may exercise any and all remedies at law or in equity to recover possession of
the Subleased Premises and damages resulting from any such holding over.
Subtenant agrees that if Subtenant fails to surrender possession of the
Subleased Premises at the end of the Sublease Term (or any earlier date that the
Sublease Term has been terminated), then, in addition to any other of
Sublandlord's rights and remedies, Subtenant will be liable to Sublandlord and
Primary Landlord for any and all losses, damages and expenses that Sublandlord
suffers or incurs as a result of such failure to surrender possession. Without
limiting the generality of the foregoing, Subtenant shall indemnify, defend (by
counsel acceptable to Sublandlord) and hold Sublandlord harmless from any and
all losses, damages and expenses suffered or incurred by Sublandlord resulting
from Sublandlord's inability to deliver possession of the Subleased Premises (or
any portion thereof) to any possible succeeding tenant (or to Primary Landlord
as required under the Prime Lease), which inability results from Subtenant's
failure to surrender possession of the Subleased Premises as required herein.
Such indemnification shall be in addition to any other right or remedy available
to Sublandlord under this Sublease or applicable law in the case of any holding
over of the Subleased Premises beyond the expiration or earlier termination of
the Sublease Term and shall survive any termination of this Sublease.

     30.  Brokerage. Subtenant represents and warrants that it has dealt solely
with Krombach Partners, Inc. ("Subtenant's Agent"), which has served solely as
the agent for Subtenant in connection with this Sublease and is not a sub-agent
of Sublandlord, and Crow Brokerage Company d/b/a Trammell Crow Company, which
has served as agent for Sublandlord, and that Subtenant has not dealt with any
other broker, agent or other person in connection with this transaction and that
no other broker, agent or other person brought about this transaction. Subtenant
agrees to indemnify and hold Sublandlord and Primary Landlord harmless from and
against any claim by any broker, agent or other person claiming a commission or
other form of compensation by virtue of having dealt with Subtenant with regard
to this leasing transaction. The provisions of this section shall survive the
termination of this Sublease. Sublandlord's Agent shall be paid an amount equal
to 2.75% of the total Monthly Base Rent required to be paid by Subtenant from
January 1, 2000 through December 31, 2004 and an amount equal to 1.65% of the
total Monthly Base Rent required to be paid by Subtenant from January 1, 2005
through the Expiration Date. Subtenant's Agent shall be paid an amount equal to
2.25% of the total Monthly Base Rent required to be paid by Subtenant from
January 1, 2000 through December 31, 2004 and an amount equal to 1.35% of the
total Monthly Base Rent required to be paid by Subtenant from January 1, 2005
through the Expiration Date.

                                      -14-

<PAGE>

     31.  Notices. Any notice or other communication provided for in this
Sublease shall be in writing and shall be deemed duly given: upon delivery, if
delivered by hand or by telecopy, or one day after posting, if sent by
registered or certified mail, return receipt requested, postage prepaid, or sent
by any nationally recognized overnight delivery service, to the parties at the
addresses herein set forth or such other address as a party may designate by
notice pursuant to this paragraph.

     To Sublandlord:          Union Planters Bank, National Association
                              c/o Trammell Crow Company, Corporate Services
                              4820 West Main Street
                              Belleville, Illinois 62223

     To Subtenant:            PrivateBancorp, Inc.
                              1401 South Brentwood Boulevard
                              St. Louis, Missouri 63144
                              Attention: Richard C. Jensen

     To Primary Landlord:     Ms. Gwen Knight
                              St. Louis Brentwood Associates, L.P.
                              1401 S. Brentwood Blvd.
                              Suite 675
                              St. Louis, MO 63144
                              Fax Number: 314/963-9715

     With a copy to:          Insignia/ESG, Inc.
                              1401 S. Brentwood Blvd
                              Suite 160
                              St. Louis, Missouri  63144
                              Fax Number:  314/962-2677

     32.  Severability. If any portion of this Sublease is found to be
unenforceable or void as against public policy, then it shall be deemed stricken
and the Sublease shall be treated as if such portion did not exist and the
remaining provisions shall encompass the total substance of this Sublease;
provided, however, that if any portion of this Sublease is found to be partially
enforceable, than it shall be enforceable to that extent.

     33.  Further Assurances. Subtenant agrees to take any further action, or
execute any further instruments or items reasonably requested by Sublandlord to
maintain compliance with the terms of the Prime Lease, including without
limitation, any estoppel certificates required by Sublandlord, the Primary
Landlord, any mortgagee or other lender, or any other party with respect to the
Subleased Premises. Estoppel certificates shall be executed and delivered by
Subtenant within ten (10) days following a request therefor.

     34.  Governing Law. This Sublease shall be governed by and construed in
accordance with the internal laws (and not the laws of conflict) of the state
where the Subleased Premises are located and the United States of America. Venue
for any dispute regarding this Sublease shall be in a court of competent
jurisdiction in the county and state where the Subleased Premises is located if
commenced in a state court action or in the Federal District for such county if
commenced in or removed to Federal Court.

     35.  Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW AND APPLICABLE
POLICIES OF INSURANCE, EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY

                                      -15-

<PAGE>

HAVE TO A JURY TRIAL IN THE EVENT OF LITIGATION BETWEEN SUBTENANT AND
SUBLANDLORD PERTAINING TO THIS SUBLEASE.

     36.  Conditions of Primary Landlord Approval; Consents. The foregoing
Sublease is hereby approved by Primary Landlord provided that (i) this approval
shall not create any relationship of landlord and tenant between Subtenant and
Primary Landlord, (ii) Sublandlord shall not be relieved of any obligations to
Primary Landlord under the Prime Lease, (iii) Primary Landlord shall not be
obligated to recognize this Sublease in the event of termination for any reason
of the Prime Lease, and (iv) Subtenant pays all legal fees incurred by Primary
Landlord in connection with the negotiation, execution and delivery of this
Sublease. Subtenant agrees to provide all information required by Article VIII
of the Prime Lease and all other information and items required by the Primary
Landlord and Sublandlord to obtain the Primary Landlord's continuing consent to
this Sublease. Notwithstanding anything to the contrary in this Sublease,
Primary Landlord's consent to this Sublease is contingent upon Subtenant's
receipt of all Regulatory Approvals and delivery of notice of receipt of the
same (together with such evidence of the same as may be required by Sublandlord
or Primary Landlord) to Sublandlord and Primary Landlord on or before July 1,
2000, and if the foregoing contingency is not satisfied, Primary Landlord's
consent to this Sublease shall be deemed automatically withdrawn on July 1, 2000
without any action required by Primary Landlord, Sublandlord or Subtenant.
Provided all applications required to obtain Subtenant's Regulatory Approvals
are pending, Subtenant is diligently pursuing the Regulatory Approvals, the
failure to obtain the Regulatory Approvals on or before July 1, 2000 is not due
to any condition or circumstance caused by Subtenant or its agents, and no event
of default has occurred under this Sublease, Primary Landlord will not
unreasonably withhold its consent to extend the July 1, 2000 deadline to August
1, 2000, or for additional thirty (30) day periods until Subtenant obtains the
Regulatory Approvals. If Subtenant desires to request an extension of Primary
Landlord's consent to this Sublease, it shall deliver a written request for
extension to Primary Landlord and Sublandlord at least five (5) business days
prior to the date on which Primary Landlord's consent will be deemed withdrawn,
together with such evidence of the foregoing conditions to extension as Primary
Landlord may require.

     37.  Termination if Regulatory Approvals Not Obtained. Notwithstanding
anything to the contrary in this Sublease, this Sublease shall automatically
terminate without any action required by Sublandlord or Subtenant if Subtenant
does not receive its Regulatory Approvals and deliver notice of receipt of the
same (together with such evidence of the same as may be required by Sublandlord
or Primary Landlord) to Sublandlord and Primary Landlord on or before July 1,
2000; provided, however, if Primary Landlord has agreed to extend its consent to
this Sublease beyond July 1, 2000, and no event of default has occurred under
this Sublease, this Sublease shall not terminate until such date, if any, on
which Primary Landlord's consent is deemed automatically withdrawn.

     38.  Counterparts. This Sublease may be executed in any number of
counterparts (including telecopy counterparts), each of which shall be deemed an
original and together shall constitute one and the same instrument. Counterparts
of this Sublease which have been executed and sent by facsimile to the other
parties shall have the same effect as the hand delivery of executed originals.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

                                      -16-

<PAGE>

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

     SUBLANDLORD:                      UNION PLANTERS BANK, NATIONAL ASSOCIATION



                                       By: /s/ M. Kirk Walters
                                          --------------------------------------
                                       Printed Name: /s/ M. Kirk Walters
                                                    ----------------------------
                                       Title: Senior Vice President
                                             -----------------------------------



     SUBTENANT:                        PRIVATE BANCORP, INC.



                                       By: /s/ Ralph B. Mandell
                                          --------------------------------------
                                          Ralph B. Mandell, Chairman and Chief
                                          Executive Officer



     CONSENT OF
     PRIMARY LANDLORD:                 ST. LOUIS BRENTWOOD ASSOCIATES, L.P.

                                       By: ST. LOUIS BRENTWOOD COMPANY, L.P.
                                           General Partner



                                       By: /s/ Gwen Knight
                                          --------------------------------------
                                          Gwen Knight
                                          Authorized Representative

                                      -17-

<PAGE>

                                    EXHIBIT A
                                    ---------

                                   Prime Lease

                                      -18-

<PAGE>

                                    EXHIBIT B
                                    ---------

                               Subleased Premises

                                      -19-

<PAGE>

                                    EXHIBIT C
                                    ---------

                                Personal Property

                                      -20-