0000889936-06-000046 Sample Contracts

PRIVATEBANCORP, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 9th, 2006 • Privatebancorp, Inc • State commercial banks

This Restricted Stock Award Agreement (“Agreement”) is entered into as of the date set forth on the signature page hereof by and between PrivateBancorp, Inc., a Delaware corporation (the “Company”), and the undersigned Grantee (“Grantee”). Except as otherwise indicated or defined herein, all words with initial capitals shall have the same meaning as ascribed to them in the PrivateBancorp, Inc. Incentive Compensation Plan (the “Plan”). Grantee acknowledges receipt of a copy of the Plan.

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Nonqualified Stock Option for Employee) PRIVATEBANCORP, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • November 9th, 2006 • Privatebancorp, Inc • State commercial banks

This Stock Option Agreement (this “Agreement”) is made as of the date set forth on the signature page hereof by and between PrivateBancorp, Inc., a Delaware corporation (the “Company”), and the undersigned Optionee (“Optionee”). Except as otherwise indicated or defined in paragraph 1 hereof, all words with initial capitals shall have the same meaning as ascribed to them in the Plan. Optionee acknowledges receipt of a copy of the Plan.

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