0001047469-12-009410 Sample Contracts

AMENDMENT TO REPLACEMENT CAPITAL COVENANT
Replacement Capital Covenant • October 10th, 2012 • Privatebancorp, Inc • State commercial banks • Illinois

AMENDMENT TO REPLACEMENT CAPITAL COVENANT (this “Amendment”), dated as of October 10, 2012 (the “Amendment Effective Date”), by PrivateBancorp, Inc., a Delaware corporation (together with its successors and assigns, the “Corporation”), to the Replacement Capital Covenant, dated as of May 22, 2008 (the “Replacement Capital Covenant”), entered into by the Corporation in favor of and for the benefit of the Covered Debtholders (as defined in the Replacement Capital Covenant).

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