ex10-1.htm


    EXHIBIT
      10.1

     

     

    PRIVATEBANCORP,
      INC.

     

    STOCK
      PURCHASE AGREEMENT

     

    Dated
      as
      of 3:00 p.m. EST, November 26, 2007

     

    To
      Each of the Purchasers Listed in the Attached Schedule of
      Purchasers:

     

    Ladies
      and Gentlemen:

     

    The
      undersigned, PrivateBancorp, Inc., a Delaware corporation (the “Corporation”),
      hereby agrees with you as follows:

     

    1.            
      AUTHORIZATION; SALE AND PURCHASE OF SHARES

     

    1.1           Authorization
      of Shares.  The Corporation has duly authorized the issuance and
      sale of up to an aggregate of 5,581,680 shares of its Common Stock, no par
      value
      (the “Shares”), and up to an aggregate of 1,428.074 shares of its Series A
      Junior Nonvoting Preferred Stock (the “Preferred Stock”).

     

    1.2           Sale
      and Purchase of Shares and Preferred Stock.  Subject to the terms
      and conditions herein provided, the Corporation hereby agrees to sell to the
      several purchasers listed in the Schedule of Purchasers attached as
Schedule I hereto (each, a “Purchaser” and collectively, including
      the Institutional Purchaser (as defined below) the “Purchasers”), and each
      Purchaser, severally and not jointly, agrees to purchase from the Corporation,
      at the Closing provided for in Section 2 hereof, up to that number of
      Shares and number of shares of Preferred Stock specified opposite its name
      in
      the Schedule of Purchasers.  The purchase price for each Share shall
      be equal to the price per Share as reflected on the signature pages hereof;
      provided, however, that in the case of any Purchaser, such
      price per Share shall not be less than the official Nasdaq Consolidated Closing
      Bid Price as of 1:00 p.m. EST on November 23, 2007 (the “Share Bid Price”) and
      the price per each share of Preferred Stock shall not be less than an amount
      equal to 1,000 multiplied by the Share Bid Price; provided further, the
      aggregate purchase price of all Shares and shares of Preferred Stock to be
      acquired by the Institutional Purchaser (as defined below) shall be
      approximately $100 million.  The Institutional Purchaser agrees to
      purchase, on the Closing Date, that number of Shares with an aggregate purchase
      price equal to approximately $59.0 million, and that number of shares of
      Preferred Stock consistent with the terms, powers, preferences and other rights
      as set forth in the Form of Certificate of Designations of such Preferred Stock
      attached hereto as Exhibit B (the “Certificate of Designations”), with an
      aggregate purchase price equal to $41.0 million.  Each Purchaser’s
      obligations hereunder are several and not joint obligations, and no Purchaser
      shall have any liability to any person or entity for the performance or
      nonperformance by any other Purchaser hereunder.  Each Purchaser other
      than the Institutional Purchaser understands and acknowledges that the actual
      number of Shares sold to each Purchaser other than the Institutional Purchaser
      shall be determined by the Corporation and the Corporation shall have the right
      to accept or reject in whole or in part such Purchaser’s subscription to
      purchase Shares hereunder and/or to limit such Purchaser’s investment hereunder
      to a specific dollar amount and/or percentage of the total aggregate
      number

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    of
      Shares
      to be sold.  Each Purchaser also understands and acknowledges that it
      has made its own review of the investment merits and risks of the Shares, and
      with respect to the Institutional Purchaser the shares of Preferred Stock,
      is
      not relying on the Institutional Purchaser and is acting separately and
      independently of the Institutional Purchaser in making its investment in the
      Shares, and with respect to the Institutional Purchaser the shares of Preferred
      Stock.

     

    As
      used
      in this Agreement, the term “Institutional Purchaser” means collectively, GTCR
      Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., a
      Delaware limited partnership and GTCR Co-Invest III, L.P., a Delaware limited
      partnership.

     

    2.            THE
      CLOSING.

     

    2.1           Time
      and Place of the Closing.  Subject to Section 3 hereof,
      payment of the purchase price for and delivery of the Shares and the Preferred
      Stock shall be made at the offices of Vedder, Price, Kaufman & Kammholz,
      P.C., or at such other place or in such other manner as may be agreed upon
      by
      the Corporation and the Institutional Purchaser, at 10:00 a.m., Chicago,
      Illinois time, on December 11, 2007, or at such other time or date as the
      Institutional Purchaser and the Corporation may mutually determine (such date
      and time of payment and delivery being herein called the “Closing
      Date”).  Notwithstanding the foregoing, in the event the conditions to
      the Institutional Purchaser’s obligations to consummate the Transactions in
      Section 3.1(c) or Section 3.1(d) have not been satisfied prior to December
      11,
      2007, then the parties hereto shall work in good faith with the applicable
      Governmental Authorities (as defined below) to obtain such governmental
      approvals or authorizations and shall use commercially reasonable efforts to
      modify the terms of this Agreement and the agreements and exhibits contemplated
      herein to obtain such governmental approvals and authorizations; provided
      that none of such changes shall be inconsistent with the terms of this
      Agreement (including without limitation the ability of the Institutional
      Purchaser to appoint a director or observer pursuant to Section 5.3 below)
      without the consent of the Institutional Purchaser in its sole
      discretion.  In such event, the Institutional Purchaser and the
      Corporation shall mutually determine the date and time of the Closing;
provided that the Closing Date shall not be extended beyond January 31,
      2008 without the consent of the Institutional Purchaser.

     

    2.2           Delivery
      of and Payment for the Shares.  At the Closing, the Corporation
      shall deliver to each Purchaser certificates evidencing the Shares and, in
      the
      case of the Institutional Purchaser, the shares of Preferred Stock, to be
      purchased by it (as indicated opposite such Purchaser’s name on
Schedule I hereto), dated the Closing Date and bearing appropriate
      legends as hereinafter provided for, and registered on the books and records
      of
      the Corporation in such Purchaser’s name, against payment in full at the Closing
      of the aggregate purchase price therefor by wire transfer of immediately
      available funds for credit to such account as the Corporation shall direct
      in
      writing prior to the Closing Date no later than 9:00 a.m., Chicago, Illinois
      time, on the Closing Date.

     

    3.            CONDITIONS
      TO CLOSING

     

    3.1           Conditions
      to the Purchasers’ Obligations.  The obligations of each Purchaser
      hereunder are subject to the accuracy, as of the date hereof and on the Closing
      Date, of the representations and warranties of the Corporation contained herein,
      and to the performance by

     

     

    
      
        
        

      

      
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    the
      Corporation of its obligations hereunder and to each of the following additional
      terms and conditions:

     

    (a)           The
      Corporation will have furnished to the Purchasers a certificate, dated the
      Closing Date, executed on behalf of the Corporation by each of the Chairman
      of
      the Board, the Chief Executive Officer and President, and the Chief Financial
      Officer of the Corporation, stating that:

     

    (i)           The
      representations, warranties and agreements of the Corporation in
      Section 4.1 hereof are true and correct as of the Closing Date and the
      Corporation has complied with all its agreements contained herein;
      and

     

    (ii)           Such
      officers have carefully examined the Disclosure Materials (as defined in
      Section 4.1(f) hereof) and, in their opinion, as of their respective dates
      (except to the extent superseded by statements in later-filed documents
      comprising part of the Disclosure Materials), and as of the Closing Date, the
      Disclosure Materials do not contain any untrue statement of a material fact
      nor
      omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading;

     

    (b)           From
      November 20, 2007 to the Closing Date, there shall not have been any event
      or series of events, change, occurrence or development or a state of
      circumstances or facts (including any events, changes, occurrences,
      developments, state of circumstances or facts existing prior to
      November 20, 2007 but which become known during such period), that,
      individually or in the aggregate, has had, or would reasonably be expected
      to
      have, a Material Adverse Effect (as defined in Section 4.1(h)
      hereof).

     

    (c)           Except
      as set forth in Section 2.1 above, any authorizations, consents, commitments,
      agreements, orders or approvals of, or declarations or filings with, or
      expirations of waiting periods imposed by, any federal, state or local court
      or
      governmental or regulatory agency or authority or applicable stock exchange
      or
      trading market (any such court, agency, authority, exchange or market, a
“Governmental Authority”) required for the consummation of the Transactions, as
      defined herein, (including without limitation the ability to appoint a director
      pursuant to Section 5.3 below) shall have been obtained or filed or shall
      have occurred and any such orders shall have become final, non-appealable
      orders.

     

    (d)           Except
      as set forth in Section 2.1 above, the Board of Governors of the Federal Reserve
      System (the “Federal Reserve”) shall have issued a written determination of
      non-control under both the Bank Holding Company Act (the “BHC Act”) and the
      Change in Bank Control Act (the “CIBC Act”) on the Institutional Purchaser’s
      ownership of up to 9.9% of the Corporation’s Common Stock and Preferred Stock
      which is convertible into up to an additional 5% of the Corporation’s Common
      Stock in form and substance satisfactory to the Institutional Purchaser
      (including without limitation the ability to appoint a director pursuant to
      Section 5.3 below) (collectively, a “Fed Determination”) and none of the Federal
      Reserve or any other Governmental Authority shall have imposed or required
      any
      changes that are inconsistent with this Agreement and the Transactions that
      are
      not acceptable to the Institutional Purchaser in its sole
      discretion.

     

     

    
      
        
        

      

      
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    (e)           The
      Corporation and each Purchaser shall have entered into that certain Preemptive
      and Registration Rights Agreement, dated as of the Closing Date, between the
      Corporation and each Purchaser, in the form of Exhibit C hereto, which provides
      the Institutional Purchaser with certain pre-emptive rights relating to certain
      equity securities of the Corporation and provides each of the Institutional
      Purchaser and the other Purchasers with certain registration rights with respect
      to the Shares and the shares of Common Stock issuable upon conversion of the
      Preferred Stock being purchased hereunder (the “Preemptive and Registration
      Rights Agreement”).

     

    (f)           Prior
      to the issuance of the Preferred Stock, the Corporation shall have made any
      filings, including the Certificate of Designations, and received any necessary
      approvals under the General Corporation Law of the State of Delaware (the
“DGCL”) in order to amend its Certificate of Incorporation to provide for the
      establishment and designation of the Preferred Stock on the terms set forth
      in
      the Certificate of Designations and the issuance of such shares to the
      Institutional Purchaser.

     

    (g)           Vedder,
      Price, Kaufman & Kammholz, P.C., counsel to the Corporation, shall have
      furnished to the Purchasers its written opinion, addressed to the Purchasers
      and
      dated the Closing Date, substantially to the effect set forth in
Exhibit A hereto.

     

    (h)           The
      Purchasers other than the Institutional Purchaser, collectively, shall purchase
      at the Closing Shares with an aggregate purchase price equal to at least
      Seventy-Five Million Dollars ($75,000,000).

     

    3.2           Conditions
      to the Corporation’s Obligations.

     

    (a)           The
      obligations of the Corporation hereunder are subject to the accuracy, as of
      the
      date hereof and as of the Closing Date, of the representations and warranties
      of
      each Purchaser contained herein and to the performance by each Purchaser of
      its
      obligations hereunder;

     

    (b)           The
      Institutional Purchaser shall have received any and all necessary federal,
      state, governmental agency and bank regulatory approvals necessary for the
      purchase by the Institutional Purchaser of the Shares and the Preferred Stock
      pursuant to this Agreement, and any and all applicable waiting periods upon
      which such approvals are conditioned shall have expired; and

     

    (c)           The
      Corporation and each Purchaser shall have entered into the Preemptive and
      Registration Rights Agreement.

     

    4.            
      REPRESENTATIONS AND WARRANTIES

     

    4.1           Representations,
      Warranties and Agreements of the Corporation.  The Corporation
      represents and warrants to, and agrees with each Purchaser that as of the date
      hereof:

     

    (a)           The
      authorized capital stock of the Corporation consists of 39,000,000 shares of
      Common Stock, no par value, of which 22,778,374 shares are outstanding as of
      the
      date

     

     

    
      
        
        

      

      
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    of
      this
      Agreement and 1,000,000 shares of preferred stock, no par value, of which no
      shares are outstanding as of the date of this Agreement.

     

    (b)           Since
      December 31, 2006, the Corporation and each Subsidiary have filed all
      material reports, registrations and statements, together with any required
      amendments thereto, that it was required to file with the Federal Reserve,
      the
      Securities and Exchange Commission (the “SEC”), the Office of Thrift Supervision
      (the “OTS”), the Federal Deposit Insurance Corporation (the “FDIC”) and any
      other applicable federal or state securities or banking authorities, except
      where the failure to file any such report, registration or statement would
      not
      reasonably be expected to have a Material Adverse Effect.  All such
      reports and statements filed with any such regulatory body or authority are
      collectively referred to herein as the “Corporation Reports”.  As of
      their respective dates, the Corporation Reports complied as to form in all
      material respects with all the rules and regulations promulgated by the Federal
      Reserve, the OTS, the FDIC and any other applicable foreign, federal or state
      securities or banking authorities, as the case may be.

     

    (c)           The
      records, systems, controls, data and information of the Corporation and the
      Subsidiaries are recorded, stored, maintained and operated under means
      (including any electronic, mechanical or photographic process, whether
      computerized or not) that are under the exclusive ownership and direct control
      of the Corporation or the Subsidiaries or their accountants (including all
      means
      of access thereto and therefrom). The Corporation (i) has implemented and
      maintains disclosure controls and procedures (as defined in Rule 13a-15(e)
      under
      the Exchange Act) to ensure that material information relating to the
      Corporation, including the Subsidiaries, is made known to the chief executive
      officer and the chief financial officer of the Corporation by others within
      those entities, and (ii) has disclosed, based on its most recent evaluation
      prior to the date hereof, to the Corporation’s outside auditors and the audit
      committee of the Corporation’s Board of Directors (A) any significant
      deficiencies and material weaknesses in the design or operation of internal
      controls over financial reporting (as defined in Rule 13a-15(f) under the
      Exchange Act) that are reasonably likely to adversely affect the Corporation’s
      ability to record, process, summarize and report financial information and
      (B)
      any fraud, whether or not material, that involves management or other employees
      who have a significant role in the Corporation’s internal controls over
      financial reporting. As of the date hereof, to the knowledge of the Corporation,
      there is no reason that its outside auditors and its chief executive officer
      and
      chief financial officer will not be able to give the certifications and
      attestations required pursuant to the rules and regulations adopted pursuant
      to
      Section 404 of the Sarbanes-Oxley Act of 2002, without qualification, when
      next
      due.

     

    (d)           Except
      as previously disclosed in writing to the Institutional Purchaser, since
      September 30, 2007, no change has occurred and no circumstances exist (including
      any changes, occurrences, circumstances or facts existing prior to
      September 30, 2007 but which become known on or after September 30,
      2007) that is not disclosed in the Disclosure Materials which, individually
      or
      in the aggregate, have had or are reasonably likely to have a Material Adverse
      Effect.

     

    (e)           The
      Corporation and each Subsidiary have all permits, licenses, authorizations,
      orders and approvals of, and have made all filings, applications and
      registrations with, any governmental entities that are required in order to
      carry on their business as presently

     

     

    
      
        
        

      

      
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    conducted
      and that are material to the business of the Corporation or such Subsidiary,
      except where the failure to have such permits, licenses, authorizations, orders
      and approvals or the failure to make such filings, applications and
      registrations would not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect; and all such permits, licenses,
      certificates of authority, orders and approvals are in full force and effect
      and, to the knowledge of the Corporation, no suspension or cancellation of
      any
      of them is threatened, and all such filings, applications and registrations
      are
      current.

     

    (f)           The
      Corporation has timely filed all documents required to be filed with the SEC
      pursuant to Section 13(a) or 15(d) and Section 14(a) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”).  The
      Corporation has furnished to each Purchaser or otherwise made available a copy
      of each of the following:  (i) the Corporation’s Annual Report on
      Form 10-K for the year ended December 31, 2006, as filed with the SEC;
      (ii) the Corporation’s proxy statement for its 2007 Annual Meeting of
      Stockholders held on April 26, 2007, as filed with the SEC on
      March 14, 2007; (iii) the Corporation’s Quarterly Reports on
      Form 10-Q for the quarters ended March 31, 2007, June 30, 2007
      and September 30, 2007, as filed with the SEC; and (iv) the
      Corporation’s Current Reports on Form 8-K as filed with the SEC since
      December 31, 2006 (items (i) through (iv) collectively, the
“Disclosure Materials”), which Disclosure Materials include, among other things,
      audited consolidated financial statements of the Corporation for its fiscal
      years ended December 31, 2005 and 2006, and unaudited interim
      financial statements of the Corporation for each of its fiscal quarters ended
      March 31, 2007, June 30, 2007 and September 30, 2007,
      respectively.  As of the date hereof and as of the Closing Date, each
      of the documents comprising a part of the Disclosure Materials, when such
      documents are considered together as a whole, did not contain or will not
      contain any untrue statement of material fact or omitted to state or will not
      omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading.

     

    (g)           Based
      upon the representations and warranties of each Purchaser contained herein,
      the
      Corporation is not required by applicable law or regulation in connection with
      the offer, sale and delivery of the Shares to the Purchasers and, in the case
      of
      the Preferred Stock, to the Institutional Purchaser, in the manner contemplated
      by this Agreement to register the Shares or the Preferred Stock under the
      Securities Act of 1933, as amended (the “Securities Act”), or any state
      securities laws.

     

    (h)           The
      Corporation and each of the Corporation’s subsidiaries listed on
Schedule II hereto (collectively the “Subsidiaries”) (i) have
      been duly incorporated or organized and are validly existing in good standing
      under the laws of their respective jurisdictions of incorporation or
      organization, (ii) are duly qualified to do business and are in good
      standing as foreign corporations or organizations in each jurisdiction in which
      their respective ownership or lease of property or the conduct of their
      respective businesses requires such qualification, except where the failure
      to
      be so qualified would not reasonably be expected to result in any material
      adverse change in the condition, financial or otherwise, or in the earnings,
      business affairs or business prospects of the Corporation and its Subsidiaries
      (taken as a whole), or which would not reasonably be expected to materially
      and
      adversely affect the assets or properties of the Corporation and its
      Subsidiaries (taken as a whole), or which would not reasonably be expected
      to
      materially and adversely affect the Transactions as defined herein (individually
      or in the

     

     

    
      
        
        

      

      
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    aggregate,
      a “Material Adverse Effect”, except that the mere filing of any action, claim,
      suit or order relating to any actual or threatened litigation involving the
      Corporation, any of its Subsidiaries or any of its employees after the date
      of
      this Agreement (rather than the actual facts and circumstances underlying such
      action, claim, suit or order) shall not be deemed a “Material Adverse Effect”);
      and (iii) have all corporate power and authority necessary to own or hold
      their respective properties and to conduct the businesses in which they are
      currently engaged.

     

    (i)           All
      of the issued shares of capital stock of the Corporation have been duly and
      validly authorized and issued, are fully paid and non-assessable and no such
      shares were issued in violation of the preemptive or similar rights of any
      security holder of the Corporation.  No person has any preemptive or
      similar right to purchase any shares of capital stock of the
      Corporation.  Except as disclosed in the Disclosure Materials and for
      the 3,882,831 shares of Common Stock reserved for issuance under the
      Corporation’s equity compensation or other employee benefit or compensation
      plans, arrangements, or agreements, there are no outstanding warrants, options
      or other rights to subscribe for or purchase any of the Corporation’s capital
      stock and no restrictions upon the voting or transfer of any capital stock
      of
      the Corporation pursuant to the Corporation’s charter or bylaws or any agreement
      or other instrument to which the Corporation is a party or by which the
      Corporation is bound.

     

    (j)           The
      Shares have been duly authorized by the Corporation and, when issued and
      delivered by the Corporation against payment therefor in the manner contemplated
      by this Agreement, will be validly issued, fully paid and non-assessable, and
      there are no preemptive rights relating to the issuance of the
      Shares.  The shares of Preferred Stock have been duly authorized by
      the Corporation and, when issued and delivered by the Corporation against
      payment therefore in the manner contemplated hereunder, will be validly issued,
      fully paid and non-assessable, and there are no preemptive rights relating
      to
      the issuance of the Preferred Stock to be issued to the Institutional Purchaser
      pursuant to this Agreement.

     

    (k)           This
      Agreement has been duly authorized, executed and delivered by the Corporation
      and constitutes a valid and legally binding agreement of the Corporation
      enforceable against the Corporation in accordance with its terms, subject to
      the
      effects of bankruptcy, insolvency, reorganization, moratorium and other similar
      laws relating to or affecting creditors’ rights generally, and general equitable
      principles (whether considered in a proceeding in equity or at
      law).

     

    (l)           The
      execution, delivery and performance of this Agreement, the issuance and sale
      of
      the Shares and the Preferred Stock in the manner contemplated hereby, and the
      consummation of the transactions contemplated herein (collectively, the
“Transactions”), will not violate any of the provisions of the Certificate of
      Incorporation, including the Certificate of Designations, or By-laws of the
      Corporation; and no consent, approval, authorization or order of, or filing
      or
      registration with any such person (including, without limitation, any such
      court
      or governmental agency or body) is required for the consummation of the
      Transactions by the Corporation, except such as may be required under state
      securities laws or Regulation D under the Securities Act, or required by
      The Nasdaq Stock Market, and with respect to the Preferred Stock, as required
      under the DGCL.

     

     

    
      
        
        

      

      
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    (m)           The
      audited consolidated financial statements (including the related notes) included
      or incorporated in the Disclosure Materials present fairly, in all material
      respects, the financial condition and results of operations of the Corporation
      and its subsidiaries, at the dates and for the periods indicated, and have
      been
      prepared in conformity with generally accepted accounting principles (“GAAP”)
      applied on a consistent basis throughout the periods involved.

     

    (n)           Except
      as disclosed in the Disclosure Materials or as previously disclosed to the
      Institutional Purchaser in writing, there is no action, suit or proceeding
      before or by any court or governmental agency or body or any labor dispute
      now
      pending or, to the knowledge of the Corporation, threatened against the
      Corporation or any of its Subsidiaries, which would reasonably be expected
      to
      have a Material Adverse Effect.  To the best knowledge of the
      Corporation, all pending legal, arbitral or governmental proceedings or
      investigations to which the Corporation or any of its Subsidiaries are a party
      or have been threatened, or of which any of their assets or properties is the
      subject which are not described in the Disclosure Materials, including ordinary
      routine litigation incidental to the business of the Corporation or any of
      its
      Subsidiaries, are, considered in the aggregate, not material to the Corporation
      and its Subsidiaries.

     

    (o)           No
      temporary restraining order, preliminary or permanent injunction or other order
      issued by any court of competent jurisdiction or other legal restraint or
      prohibition preventing the consummation of the Transactions is in
      effect.

     

    (p)           Since
      December 31, 2006, neither the Corporation nor any Subsidiary has engaged in
      conduct that it knew to be a violation of any applicable law or contractual
      obligation relating to the recruitment, hiring, extension of offers of
      employment, retention or solicitation of any current employee of the Corporation
      or any Subsidiary.

     

    (q)           No
      broker’s, finder’s, investment banker’s or similar fee or commission has been
      paid or will be payable by the Corporation with respect to, or for any services
      rendered to the Corporation ancillary to, the offer, issue and sale of the
      Shares and Preferred Stock contemplated by this Agreement other than, to the
      extent set forth in Schedule 4.1(r) to this Agreement, (i) fees
      payable to Morgan Stanley & Co. Incorporated (“Morgan Stanley”) for
      acting as financial advisor to the Corporation in connection with the
      Transactions, (ii) fees payable to Keefe, Bruyette & Woods, Inc.
      (“KBW”) for acting as financial advisor to the Corporation in connection with
      the Transactions, and (iii) fees payable to William Blair &
Company, L.L.C. (“Blair”) for acting as a financial sub-advisor to the
      Corporation in connection with the Transaction, each of which will be paid
      by
      the Corporation.

     

    (r)           Neither
      the Corporation nor, to the best of its knowledge, anyone acting on its behalf
      (excluding Morgan Stanley, Blair, Baird (as defined below), Mesirow (as defined
      below) and each of its affiliates, as to which no representation is made) has
      offered the Shares or Preferred Stock or any similar securities for sale to,
      or
      solicited any offer to buy any of the same from, or otherwise approached or
      negotiated in respect thereof with, any person through any “general
      solicitation” or “general advertising” (as such terms are used in
      Rule 502(c) of the Securities Act).  Neither the Corporation nor,
      to the best of its knowledge, anyone acting on its behalf (excluding Morgan
      Stanley, Blair, Baird, Mesirow and each of its affiliates, as to which no
      representation is made) has taken, or will take, any action that would subject
      the issuance or

     

     

    
      
        
        

      

      
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    sale
      of
      the Shares or the Preferred Stock to the registration requirements of
      Section 5 of the Securities Act.

     

    4.2           Representations
      and Warranties and Agreements of the Purchasers.  Each Purchaser,
      or with respect to paragraph 4.2(k) below, only the Institutional
      Purchaser, named on Schedule I, severally and not jointly,
      represents and warrants to, and agrees with the Corporation that, as of the date
      hereof:

     

    (a)           Such
      Purchaser has full power and authority to enter into this Agreement and this
      Agreement constitutes a valid and legally binding obligation of such Purchaser,
      enforceable against such Purchaser in accordance with its terms, subject to
      the
      effects of bankruptcy, insolvency, reorganization, moratorium and other similar
      laws relating to or affecting creditor’s rights generally, and general equitable
      principles (whether considered in a proceeding in equity or at
      law).

     

    (b)           If
      the Purchaser is a corporation, partnership, limited liability company, trust,
      or other entity, it represents that:  (i) it is duly organized,
      validly existing and in good standing in its jurisdiction of incorporation
      or
      organization and has all the requisite power and authority to purchase the
      Shares as provided herein; (ii) it is not an “investment company”, as that
      term is defined in the 1940 Act or the rules and regulations promulgated
      thereunder; (iii) such investment does not result in any violation of, or
      conflict with, any term or provision of the charter or bylaws of the Purchaser
      or any other instrument or agreement to which the Purchaser is a party or by
      which it is bound; and (iv) such investment has been duly authorized by all
      necessary action on behalf of the Purchaser.

     

    (c)           If
      the Purchaser is purchasing the Shares or any Preferred Stock in a
      representative or fiduciary capacity, the representations and warranties
      contained herein (and in any other written statement or document delivered
      to
      the Corporation in connection herewith) shall be deemed to have been made on
      behalf of the person or persons for whom such Shares or Preferred Stock are
      being purchased.

     

    (d)           If
      the Purchaser is a corporation or a partnership, the Purchaser and the person
      signing this Agreement on its behalf hereby represent and warrant that the
      information contained in this Agreement and any Offeree Questionnaire completed
      on behalf of such corporation or partner of such partnership is true and correct
      with respect to such stockholders or partners (and if any such stockholder
      or
      partner is itself a corporation or a partnership, with respect to all persons
      having an interest in such corporation or partnership, whether directly or
      indirectly) and that the Purchaser and the person signing this Agreement have
      made due inquiry to determine the truthfulness and accuracy of such
      information.

     

    (e)           Such
      Purchaser is purchasing the Shares, and with respect to the Institutional
      Purchaser the shares of Preferred Stock, for Purchaser’s own account and not
      with a view to or for sale in connection with any distribution thereof in a
      transaction that would violate or cause a violation of the Securities Act or
      the
      securities laws of any state or any other applicable jurisdiction.  If
      the Purchaser is an entity, the Purchaser has not been organized solely for
      the
      purpose of acquiring the Shares or Preferred Stock.

     

     

    
      
        
        

      

      
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    (f)           Such
      Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated
      under the Securities Act and understands and agrees that the offer and sale
      of
      the Shares to Purchasers hereunder, and with respect to the Institutional
      Purchaser the shares of Preferred Stock hereunder, have not been registered
      under the Securities Act or any state securities law in reliance on the
      availability of an exemption from such registration requirements based on the
      accuracy of the Purchaser’s representations in this
      Section 4.2.

     

    (g)           In
      the normal course of such Purchaser’s business or affairs, Purchaser invests in
      or purchases securities similar to the Shares and has such knowledge and
      experience in financial and business matters as to be capable of evaluating
      the
      merits and risks of purchasing the Shares, and with respect to the Institutional
      Purchaser the shares of Preferred Stock.  Purchaser has received and
      has carefully reviewed the Disclosure Materials and understands the information
      contained therein and has relied solely upon the Disclosure Materials and
      independent investigations made by him in making the decision to invest in
      the
      Shares, and with respect to the Institutional Purchaser the shares of Preferred
      Stock.  Purchaser understands that the Disclosure Materials contain
      certain “forward-looking” information regarding the Corporation and its
      business, and that the Corporation’s ability to predict results or the actual
      effect of future plans or strategies is inherently uncertain, and undue reliance
      should not be placed on such statements, and Purchaser is not relying on such
      “forward-looking” information in deciding to purchase the Shares, and with
      respect to the Institutional Purchaser the shares of Preferred
      Stock.  Purchaser has had access to such financial and other
      information concerning the Corporation and its Subsidiaries as Purchaser deemed
      necessary or desirable in making a decision to purchase the Shares, and with
      respect to the Institutional Purchaser the shares of Preferred Stock, including
      an opportunity to ask questions and receive answers from officers of the
      Corporation and to obtain additional information (to the extent the Corporation
      possessed such information or could acquire it without unreasonable effort
      or
      expense) necessary to verify the accuracy of any information furnished to
      Purchaser or to which Purchaser had access.

     

    (h)           Such
      Purchaser is not relying on the Corporation or any of its affiliates or the
      Institutional Purchaser with respect to an analysis or consideration of the
      terms of or economic considerations relating to an investment in the Shares,
      or
      with respect to the Institutional Purchaser the shares of Preferred
      Stock.  In regard to such considerations and analysis, the Purchaser
      has relied on the advice of, or has consulted with, only his, her or its own
      advisors, other than those advisors of the undersigned affiliated with the
      Corporation or any of its affiliates.

     

    (i)           Such
      Purchaser acknowledges and is aware that there are substantial restrictions
      on
      the transferability of the Shares, and with respect to the Institutional
      Purchaser the shares of Preferred Stock.  Purchaser understands that
      the Shares and shares of Preferred Stock have not been registered under the
      Securities Act and are “restricted securities” within the meaning of
      Rule 144 and may not be sold, transferred, or otherwise disposed of without
      registration under the Securities Act or an exemption
      therefrom.  Purchaser further understands that the Shares purchased
      hereby will be subject to a “Lock-up Period” as defined and described in
      Section 5.2 below.  Furthermore, Purchaser acknowledges that each
      certificate evidencing the Shares purchased hereunder will bear a legend to
      the
      effect set forth below, and each Purchaser covenants that, except to the extent
      such restrictions are waived by the Corporation, such

     

     

    
      
        
        

      

      
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    Purchaser
      shall not transfer the shares represented by any such certificate without
      complying with the restrictions on transfer described in the legend endorsed
      on
      such certificate:

     

    (I)           THE
      SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
      PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
      ACT
      OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE
      CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION
      AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
      REQUIRED.  (II) FURTHERMORE, THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN
      SECTION 5.2 OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF
      NOVEMBER 26, 2007, A COPY OF WHICH AGREEMENT IS ON FILE IN THE PRINCIPAL
      OFFICE OF THE CORPORATION.

     

    Purchaser
      understands that the Shares, and with respect to the Institutional Purchaser
      the
      shares of Preferred Stock, will not be, and except as provided in the Preemptive
      and Registration Rights Agreement, Purchaser has no right to require that the
      Shares or Preferred Stock be, registered under the Securities Act.

     

    If
      any
      Shares or shares of Preferred Stock become eligible for sale pursuant to
      Rule 144(k) or any similar or successor provision, the Corporation shall,
      upon the request of the holder of such Shares or shares of Preferred Stock
      pursuant to this Agreement, remove the legend set forth in
      Section 4.2(i)(I) from the certificates for such Shares or shares of
      Preferred Stock.  In addition, if in connection with any transfer a
      holder of the Shares or shares of Preferred Stock pursuant to this Agreement
      delivers to the Corporation an opinion of counsel which (to the Corporation’s
      reasonable satisfaction) is knowledgeable in securities law matters to the
      effect that no subsequent transfer of such Shares or shares of Preferred Stock,
      as applicable, shall require registration under the Securities Act, then the
      Corporation promptly upon such contemplated transfer shall deliver new
      certificates for such Shares or shares of Preferred Stock, as applicable, which
      do not bear the Securities Act legend set forth in
      Section 4.2(i)(I).  In addition, the Corporation shall, upon the
      request of a holder of such Shares or shares of Preferred Stock pursuant to
      this
      Agreement, after the expiration of the transfer restrictions set forth in
      Section 5.2 remove the legend set forth in Section 4.2(i)(II) from the
      certificates for such Shares or shares of Preferred Stock.

     

    (j)           Such
      Purchaser acknowledges that Morgan Stanley was engaged by the Corporation to
      act
      as its financial advisor in connection with the Transactions and will receive
      a
      cash fee for its services, payable by the Corporation, as set forth on
      Schedule 4.1(r) hereto.  Purchaser also acknowledges that KBW was
      engaged by the Corporation to act as its financial advisor in connection with
      the Transactions and will receive a cash fee plus reimbursement of fees and
      expenses for its services, payable by the Corporation, as set forth on
      Schedule 4.1(r) hereto. Furthermore, such Purchaser acknowledges that each
      of Robert W. Baird & Co. Incorporated (“Baird”), William Blair &
Company, L.L.C. (“Blair”) and Mesirow Financial, Inc.

     

     

    
      
        
        

      

      
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    (“Mesirow”)
      was engaged by the Corporation to act as a financial sub-advisor in connection
      with the Transactions and that Blair will receive a cash fee for its services,
      payable by the Corporation, as set forth on Schedule 4.1(r) hereto. To the
      extent that each of Baird and Mesirow purchase Shares pursuant to this
      Agreement, neither firm will be compensated for its services in connection
      with
      the Transactions.

     

    (k)           Institutional
      Purchaser represents and warrants that no authorization, approval, consent,
      filing or registration with any federal Governmental Authority, or to the actual
      knowledge of the Institutional Purchaser any other Governmental Authority,
      is
      necessary in order to consummate the Transactions at the Closing Date and,
      assuming receipt of the Fed Determination, other than the Institutional
      Purchaser’s agreement with the Federal Reserve to certain customary passivity
      requirements that permit the Institutional Purchaser to have at least one
      director or one observer (in each case as contemplated by Section 5.3) with
      the
      Federal Reserve, Institutional Purchaser knows of no reason why any Governmental
      Authority, approvals or actions necessary for it to purchase all shares
      subscribed for may be denied or unduly delayed due solely to the nature of
      the
      Institutional Purchaser.

     

    5.           
      ADDITIONAL AGREEMENTS

     

    5.1           Availability
      of Information.  The Corporation agrees to use its best efforts to
      timely file all periodic reports required under Sections 13(a), 15(d) and
      14(a) of the Exchange Act and to maintain the listing of its Common Stock,
      including the Shares, on the Nasdaq Global Select Market, the New York Stock
      Exchange or other similar stock exchange for a period of at least three years
      following the Closing Date.

     

    5.2           Lock-up
      Agreement.  From and after the Closing Date until the Lock-up
      Expiration Date (as defined below) (the “Lock-up Period”), the undersigned
      Purchaser agrees that, without the prior written consent of the Corporation,
      he,
      she or it shall not directly or indirectly (i) offer, transfer, sell,
      contract to sell (including any short sale), grant any option to purchase or
      otherwise dispose of any Shares of Common Stock purchased by the Purchaser
      pursuant to this Purchase Agreement (including, without limitation, the shares
      of Common Stock issuable upon the conversion of the Preferred Stock purchased
      by
      the Institutional Purchaser pursuant to this Agreement and Shares of Common
      Stock of the Corporation which may be deemed to be beneficially owned by the
      undersigned in accordance with the rules and regulations of the SEC),
      (ii) enter into any Hedging Transaction (as defined below) involving the
      Shares purchased by the undersigned pursuant to this Purchase Agreement, or
      shares of Common Stock issuable upon the conversion of the Preferred Stock
      purchased by the Institutional Purchaser pursuant to this Agreement,
      (iii) make any demand for, or exercise any right with respect to, the
      registration of any Shares or any security convertible into or exercisable
      or
      exchangeable for the Common Stock purchased by the undersigned pursuant to
      this
      Purchase Agreement, or (iv) publicly announce any intention to do any of
      the foregoing (each of the foregoing referred to as a “Disposition”), except
      (a) in connection with a bona fide pledge to, or similar arrangement in
      connection with a bona fide borrowing from, a financial institution, (b) in
      the event of a change in control of the Corporation whereby 25% or more of
      the
      Corporation’s outstanding voting stock is acquired by a third party, (c) in
      the event that any necessary Governmental Agency approvals that are a condition
      precedent to the Closing are not obtained for any reason, (d) that the
      Purchaser may tender a proportionate part of its Shares or shares of Common
      Stock

     

     

    
      
        
        

      

      
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    issuable
      upon the conversion of the Preferred Stock purchased by the Institutional
      Purchaser pursuant to this Agreement in the event of a tender offer by a third
      party that is recommended or not opposed by the Corporation’s Board of
      Directors, or (e) in the event that the independent directors serving on
      the Corporation’s Board of Directors on the date of this Agreement no longer
      constitute a majority of the Corporation’s Board of Directors.  The
      foregoing restrictions shall not apply to transfers by a Purchaser of any or
      all
      of the Shares purchased by the Purchaser pursuant to this Agreement or shares
      of
      Common Stock issuable upon the conversion of the Preferred Stock purchased
      by
      the Institutional Purchaser pursuant to this Agreement to any affiliate of
      the
      Purchaser or to a foundation or charitable organization, provided that
      such transferee agrees in writing to the terms of this
      Section 5.2.  The foregoing restriction is expressly intended to
      preclude the undersigned from engaging in any Hedging Transaction or other
      transaction which is designed to or reasonably expected to lead to or result
      in
      a Disposition during the Lock-Up Period even if the securities would be disposed
      of by someone other than the undersigned.  “Hedging Transaction” means
      any short sale (whether or not against the box) or any purchase, sale or grant
      of any right (including, without limitation, any put or call option) with
      respect to any security (other than a broad-based market basket or index) that
      includes, relates to or derives any significant part of its value from the
      Common Stock.  For purposes of this Agreement, the “Lock-up Expiration
      Date” means:  (1) with respect to one-half of the Shares
      purchased by Purchaser hereunder and shares of Common Stock issuable upon the
      conversion of the Preferred Stock purchased by the Institutional Purchaser
      pursuant to this Agreement, in the aggregate, the first anniversary of the
      Closing Date; and (2) with respect to the remaining one-half of the Shares
      purchased by Purchaser hereunder and shares of Common Stock issuable upon the
      conversion of the Preferred Stock purchased by the Institutional Purchaser
      pursuant to this Agreement, in the aggregate, the second anniversary of the
      Closing Date; provided, however, that in the case of any event
      specified in clause (b) or (e) above, the “Lock-up Expiration Date” means
      the date of such event, and in the case of any event specified in
      clause (c) above, the “Lock-up Expiration Date” means: (x) with
      respect to one-half of the Shares purchased by Purchaser hereunder and shares
      of
      Common Stock issuable upon the conversion of the Preferred Stock purchased
      by
      the Institutional Purchaser pursuant to this Agreement, in the aggregate, six
      months from the Closing Date and (y) with respect to the other one-half of
      the Shares purchased by Purchaser hereunder and shares of Common Stock issuable
      upon the conversion of the Preferred Stock purchased by the Institutional
      Purchaser pursuant to this Agreement, in the aggregate, the first anniversary
      of
      the Closing Date.  The undersigned agrees that the Corporation may
      (i) with respect to any Shares purchased hereunder and shares of Common
      Stock issuable upon the conversion of the Preferred Stock purchased by the
      Institutional Purchaser pursuant to this agreement, cause the transfer agent
      for
      the Corporation to note stop transfer instructions with respect to such shares
      on the transfer books and records of the Corporation and (ii) with respect
      to any Shares or shares of Common Stock issuable upon the conversion of the
      Preferred Stock purchased by the Institutional Purchaser pursuant to this
      agreement for which the undersigned is the beneficial holder but not the record
      holder, cause the record holder of such shares to cause the transfer agent
      for
      the Corporation to note stop transfer instructions with respect to such shares
      on the transfer books and records of the Corporation, until the Lock-up
      Expiration Date with respect to all the shares purchased hereby.

     

     

    
      
        
        

      

      
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    5.3           Directorship.

     

    (a)           The
      Corporation agrees that, prior to the Closing Date, the Board of Directors
      of
      the Corporation (the “Board”) will increase the size of the Board if necessary
      to effect the provisions of this Section 5.3, and designate and take any
      and all actions necessary to appoint the designee of the Institutional Purchaser
      (such person and any successor designated by the Institutional Purchaser, the
      “Board Representative”), as a Class III member of the Board with a term expiring
      in 2010 and as a member of the Executive and Planning Committee, and any
      successor or comparable committees thereto.  The Corporation agrees
      that such designation and appointment of the Board Representative does not
      require any prior notice to or approval by any Governmental
      Authority.  The Board Representative shall initially be Collin E.
      Roche unless the Institutional Purchaser otherwise notifies the Corporation
      in
      writing at least two days prior to the Closing Date.  The Corporation
      further agrees that it will (i) nominate the Board Representative for
      election to the Board at every annual or special meeting of the Corporation’s
      stockholders to elect any Class III director (or if the Board ceases to be
      so classified, to elect one director) to serve as member of the Board for the
      applicable term, (ii) recommend to the stockholders that they vote to elect
      the Board Representative as a member of the Board at any such meeting, and
      (iii) include such recommendation in a timely manner in any proxy or other
      communication with the Corporation’s stockholders or the public regarding such
      election.  If the Board Representative fails to complete any term of
      office to which he is appointed or elected in accordance with this
      Section 5.3, whether due to his death, resignation, retirement,
      disqualification, or removal, the Board shall vote for and take any and all
      actions necessary to appoint such other designee of the Institutional Purchaser
      as the Board Representative to complete the remainder of such
      term.  The Board Representative may resign from the Board at any time
      by giving written notice to the Corporation at its principal executive office,
      and such resignation shall be effective without acceptance when the notice
      is
      given to the Corporation, unless a later effective time is specified in the
      notice.  Notwithstanding the above, except as specifically set forth
      above, nothing in this Section 5.3 is meant to confer upon the
      Institutional Purchaser the right to cause the Board to appoint any specific
      person(s) to serve as a director of the Corporation; provided,
however, that the Corporation shall be obligated to accept one
      such
      nominee of the Institutional Purchaser, under the Corporation’s procedures as
      described above; provided, further, that the right to a Board
      Representative shall not apply if the Institutional Purchaser ceases to own
      50%
      or more of the Corporation’s capital stock acquired directly or indirectly as a
      result of the Transactions.

     

    (b)           Any
      such Board Representative shall be entitled to the same rights and compensation
      as the then current directors of the Corporation at any time such Board
      Representative is serving as a director.

     

    (c)           If
      the Institutional Purchaser holds over 4.9% of the Common Stock (assuming
      conversion of the Preferred Stock) of the Corporation and does not hold a board
      seat, for any reason, the Institutional Purchaser shall have the right to
      designate, in its sole discretion, one individual (the “Observer”) to attend all
      meetings of the Board of Directors of the Corporation.  The Observer
      shall not be entitled to vote upon any matters submitted to a vote of the Board
      of Directors, but shall be entitled to receive all reports, presentations and
      materials as if it were a member of the Board of Directors.

     

     

    
      
        
        

      

      
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    5.4           Regulatory
      Matters.  Each of the Corporation and Institutional Purchaser
      agrees to use reasonable efforts to take all actions and to do all things
      necessary, proper or advisable to obtain a Fed Determination and any other
      authorizations, consents, orders and approvals of all Governmental Authorities
      necessary for Institutional Purchaser to purchase the Shares and the Preferred
      Stock on the Closing Date on terms consistent with the terms set forth in this
      Agreement (including without limitation the ability to appoint a Board
      Representative pursuant to Section 5.3 below), including, without
      limitation, entering into an agreement with the Federal Reserve providing for
      such customary passivity covenants and commitments by the Institutional
      Purchaser as the Federal Reserve may require in form and substance satisfactory
      to the Institutional Purchaser for purposes of both the BHC Act and the CIBC
      Act
      (provided that Institutional Purchaser shall not be required to forfeit any
      rights Institutional Purchaser is specifically entitled to receive pursuant
      to
      this Agreement, including without limitation the ability to appoint a director
      pursuant to Section 5.3 below).  Institutional Purchaser and the
      Corporation each agree to make an appropriate filing of a notification and
      report form pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of
      1976
      (the “HSR Act”) with respect to the transactions contemplated by this Agreement
      (including any proposed or contemplated open market purchases and conversion
      of
      Preferred Stock by the Institutional Purchaser) promptly after the date of
      this
      Agreement and to supply promptly any additional information and documentary
      material that may be requested pursuant to the HSR Act.  The
      Corporation will bear the total cost of any filings required by Institutional
      Purchaser under the HSR Act.

     

    5.5           Publicity.  Purchaser
      acknowledges that the Corporation will publicly announce the entering into
      this
      Agreement and the completion of the Transactions as soon as practicable
      following the date hereof and in any event not later than the fourth business
      day after the Closing Date, and Purchaser hereby agrees that the Corporation
      may
      specifically name Purchaser as one of the Purchasers of Shares and, in the
      case
      of the Institutional Purchaser, the Preferred Stock, in this offering in any
      such announcement and in any public disclosure regarding the Transactions
      thereafter, provided, however, that prior to making any such
      disclosure, the Corporation will provide the Institutional Purchaser a
      reasonable period of time (but not more than three business days) to review
      and
      provide input with respect to such disclosure which the Corporation may, in
      its
      reasonable discretion, consider including in such announcement and/or
      disclosure.

     

    5.6           Indemnification
      of Purchasers.  The Corporation shall indemnify and hold
      Purchasers harmless from and against all claims in respect of all fees paid
      or
      payable to Morgan Stanley, KBW and Blair in connection with this Agreement
      and
      the transactions contemplated thereby.

     

    5.7           Indemnification
      of the Corporation.  Purchaser acknowledges that he, she or it
      understands the meaning and legal consequences of the representations,
      warranties and covenants contained in Section 4.2 hereof, and hereby agrees
      to indemnify and hold harmless the Corporation and its Subsidiaries, and each
      of
      its and its Subsidiaries’ directors, officers, employees, agents and affiliates,
      from and against any and all loss, damage or liability due to or arising out
      of
      a breach of any representation or warranty of the Purchaser contained in this
      Agreement.

     

     

    
      
        
        

      

      
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    5.8           Confidentiality;
      Confidentiality and Standstill Agreement; Additional Standstill
      Commitment.

     

    (a)           For
      so long as a Purchaser owns any Shares or Preferred Stock, the Purchaser agrees
      and agrees to cause its Representatives (as defined below) (to the extent such
      Representatives are provided any such confidential information by the
      Corporation or Purchaser), to keep confidential any information obtained from
      the Corporation, except to the extent that such information can be shown to
      have
      been (i) previously known on a non-confidential basis by such Purchaser or
      its Representatives (as hereinafter defined), (ii) in the public domain
      through no fault of such Purchaser or its Representatives or (iii) later
      acquired by such Purchaser from sources other than the Corporation or any of
      its
      Subsidiaries not known by such Purchaser or its Representatives, as applicable,
      to be bound by any confidentiality obligation; provided that a Purchaser may
      disclose such information if required by judicial or administrative process
      or
      by other requirements of law or national stock exchange, subject to compliance
      with the following sentence.  In the event any Purchaser pursuant to
      this Agreement or anyone to whom any of them transmit confidential information
      is requested or required (by oral questions, interrogatories, requests for
      information or documents, subpoenas, civil investigative demand or similar
      process) to disclose any such information, such Purchaser shall (x) provide
      the Corporation with prompt notice so that the Corporation may seek a protective
      order or other appropriate remedy and/or waive such holder’s compliance with the
      provisions of this section, (y) furnish only that portion of such
      information that such Purchaser is advised by counsel is legally required and
      (z) at the Corporation’s expense and direction, exercise its reasonable
      efforts to obtain reliable assurance that confidential treatment will be
      accorded such information.  For purposes of this Agreement,
“Representative” shall mean, with respect to any person, any of such person’s
      officers, directors, employees, agents, attorneys, accountants, consultants,
      equity financing partners or financial advisors or other person associated
      with,
      or acting for or on behalf of, such person.

     

    (b)           The
      terms, provisions, rights and obligations of the Purchaser and the Corporation
      included in that certain Confidentiality and Standstill Agreement (the “CA”)
      previously entered into between the Purchaser and the Corporation in connection
      with the evaluation by the Purchaser of the Transactions contemplated by this
      Agreement, including such CA, shall terminate and be of no further force or
      effect as of the Closing (as contemplated by Section 7 of the
      CA).  In addition, each Purchaser agrees that, without the prior
      written consent of the Board of Directors of the Corporation, neither such
      Purchaser nor its affiliates shall acquire shares of voting or nonvoting stock
      (whether in the form of common or preferred stock) of the Corporation if, after
      such acquisition, the Purchaser and affiliates would hold more than 14.9% of
      the
      Corporation’s voting stock.

     

    5.9           Certain
      Covenants.

     

    (a)           For
      so long as the Institutional Purchaser or any of its affiliates holds Shares
      or
      any shares of Preferred Stock, the Corporation shall deliver to the
      Institutional Purchaser and such affiliates as soon as available, consolidated
      statements of income and cash flows of the Corporation and its Subsidiaries
      for
      each month and for the period from the beginning of the fiscal year to the
      end
      of such month, and consolidated balance sheets of the Corporation and its
      Subsidiaries as of the end of such fiscal month, setting forth in each
      case

     

     

    
      
        
        

      

      
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    comparisons
      to the Corporation’s annual budget and to the corresponding period in the
      preceding fiscal year, in each case prepared in accordance with
      GAAP.

     

    (b)           For
      so long as the Institutional Purchaser or any of its affiliates holds Shares
      or
      any shares of Preferred Stock, the Corporation shall permit the Institutional
      Purchaser and its affiliates and any of their respective Representatives, upon
      reasonable notice and during normal business hours and at such other times
      as
      the Institutional Purchaser or its affiliates may reasonably request, to
      (i) visit and inspect any of the properties of the Corporation and its
      Subsidiaries, (ii) examine the corporate and financial records of the
      Corporation and its Subsidiaries and make copies thereof or extracts therefrom
      and (iii) discuss the affairs, finances and accounts of any such
      corporations with the directors, officers and key employees of the Corporation
      and its Subsidiaries, and the Corporation shall use its best efforts to cause
      the independent accountants of the Corporation and its Subsidiaries to be
      available to the Institutional Purchaser, its affiliates and their respective
      Representatives (at reasonable times and upon reasonable notice); provided
      however, that in the case of each of Section 5.9(a) and 5.9(b) hereof,
      the Institutional Purchaser shall, and shall cause its Representatives to,
      be
      bound by the provisions of Section 5.8(a).

     

    5.10           Subsequent
      Sales of Common Stock.  The Corporation shall not take any action
      or omit to take any action which would cause the Transactions or any portion
      thereof to require a vote of the Corporation’s stockholders.

     

    6.           
      MISCELLANEOUS

     

    6.1           Survival
      of Representations and Warranties.  All statements contained in
      any officers’ certificates delivered by or on behalf of the Corporation or any
      of its Subsidiaries pursuant to this Agreement or in connection with the
      Transactions contemplated hereby will be deemed representations or warranties
      of
      the Corporation under this Agreement.  All representations and
      warranties contained in this Agreement made by or on behalf of the Corporation
      or the Purchasers will survive the execution and delivery of this Agreement,
      any
      investigation at any time made by or on behalf of the Corporation or the
      Purchasers, and the sale and purchase of the Shares and the Preferred Stock
      under this Agreement, and, except for representations and warranties set forth
      in Section 4.1(h), (i), (j), (k), (l), (m), (n), (o), (p) and (r) and
      Section 4.2(k) shall expire on the first anniversary of the Closing
      Date.

     

    6.2           Successors
      and Assigns.  This Agreement shall be binding upon and inure to
      the benefit of and be enforceable by or against the respective successors and
      assigns of the parties hereto.

     

    6.3           Notices.  All
      written communications provided for herein are required to be sent by U.S.
      Certified Mail or recognized overnight delivery service (with charges prepaid)
      and (i) if to a Purchaser, addressed to such Purchaser at the address as
      specified for such communications in the Schedule of Purchasers attached hereto
      as Schedule I, or at such other address as such Purchaser may have
      specified to the Corporation in writing, and (ii) if to the Corporation,
      addressed to it at:

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    PrivateBancorp,
      Inc.

    70
      West
      Madison Street

    Suite
      900

    Chicago,
      Illinois  60602

    Attention:  Christopher
      J. Zinski, Esq.

     

    or
      at
      such other address as the Corporation may have specified to the Purchaser in
      writing.  Notices under this Section 6.3 shall be deemed given
      only when actually received.

     

    6.4           Governing
      Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING
      EFFECT TO THE CONFLICTS OF LAWS PROVISIONS OF SUCH STATE.

     

    6.5           Counterparts.  This
      Agreement may be executed in one or more counterparts and, if executed in more
      than one counterpart, the executed counterparts shall each be deemed to be
      an
      original, but all such counterparts shall together constitute one and the same
      instrument.

     

    6.6           Headings.  The
      headings herein are inserted for convenience of reference only and are not
      intended to be part of, or to affect the meaning or interpretation of, this
      Agreement.

     

    6.7           Severability.  Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall (to the full extent permitted by law) not invalidate or
      render unenforceable such provision in any other jurisdiction.

     

    6.8           Expenses.  Each
      Purchaser and the Corporation shall bear all expenses incurred by it in
      connection with the Agreement and the Transactions contemplated hereby; provided
      however, the Corporation shall promptly reimburse the Institutional Purchaser
      and its affiliates for their actual out-of-pocket costs and expenses (including,
      without limitation, attorneys’, accountants’, consultants’ and other advisors’
fees and expenses and any filing fees with respect to any required regulatory
      or
      Government Authority approvals) arising in connection with this Agreement,
      the
      Preemptive and Registration Rights Agreements and the Transactions, which amount
      shall not exceed $1,000,000.

     

    6.9           Construction.  Each
      agreement contained herein shall be construed (absent express provision to
      the
      contrary) as being independent of each other agreement contained herein, so
      that
      compliance with any one agreement shall not (absent such an express contrary
      provision) be deemed to excuse compliance with any other
      agreement.  Where any provision herein refers to action to be taken by
      any person or entity, or which such person or entity is prohibited from taking,
      such provision shall be applicable whether such action is taken directly or
      indirectly by such person or entity.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

     

    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    If
      the
      foregoing correctly sets forth the agreement between the Corporation and the
      Purchaser, please indicate your acceptance in the space provided for that
      purpose below.

     

    
       

      
        
          
            
              	 	
                      
                        Very
                          truly yours, 

                         

                      

                      
                        PRIVATEBANCORP,
                          INC.

                      

                       

                    


            

            
              
                	 
                        	 By:	 


              

            

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


                
                   

                  
                    
                      
                        
                           

                          
                            
                            

                                                               

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    SEPARATE
      SIGNATURE PAGE FOR EACH PURCHASER ATTACHED

     

     

    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    SIGNATURE
      PAGE

     

    


     

    
      	
              ________________________________________________________

              PURCHASER
                NAME

            	
              ____________________________________________________________

              No.
                of Shares to be Purchased

               

            
	 	
                                                                                   
                $28.71                                
                                       
                  

            
	 	
              Price
                per Share

            
	
               

               

               

              By:______________________________________________________

              Name:________________________________________________

              Title:_________________________________________________

               

               

            	
               

               

               

              Date:______________________________________________________

               

            
	
              Exact
                Name for Registration of Shares:

               

              ________________________________________________________

            	
               

            
	 
              
              Registered
                Address:

               

              ________________________________________________________

               

              ________________________________________________________

               

              ________________________________________________________

               

               

            	 
              
              Mailing
                Address:

               

              ___________________________________________________________

               

              ___________________________________________________________

               

              ___________________________________________________________

               

              ___________________________________________________________

            
	
              Contact
                Person: ___________________________________________

              Telephone:
                ___________________________________________

              Facsimile:   
                ___________________________________________

              Email:
                _______________________________________________

            	 


    

    


     

    Number
      of
      Shares Owned of Record or Beneficially Prior to
      Purchase:                                                                                                                     
*

    *     Provide
      details regarding the nature of
      any direct or indirect beneficial ownership:
      _______________________________________

           _____________________________________________________________________________________________________

     

    Provide
      information regarding any affiliation or business relationship you have or
      had
      with PrivateBancorp, Inc. since January 1, 2004 (other than through stock
      ownership):

    ___________________________________________________________________________________________________________________________________________________________________

    


    
      
        
          
          

        

        
          20