0001193125-10-113352 Sample Contracts

SALARY STOCK AWARD AGREEMENT
Salary Stock Award Agreement • May 10th, 2010 • Privatebancorp, Inc • State commercial banks • Illinois

THIS COMPENSATION AWARD AGREEMENT (the “Agreement”) is entered into as of March 18, 2010, by and between PrivateBancorp, Inc., a Delaware corporation (the “Company”), and the undersigned executive of the Company (“Grantee”), pursuant to the Company’s 2007 Long-Term Incentive Compensation Plan (“Plan”).

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AMENDMENT TO TERM SHEET AGREEMENT
Amendment to Term Sheet Agreement • May 10th, 2010 • Privatebancorp, Inc • State commercial banks

GOAL: As part of the on-going review and consideration of corporate governance “best practices”, Company and Executive desire to create a mutual understanding and agreement concerning Executive’s role with the Company, to continue the transition initiated in 2007, and to secure for the Company a transition of Executive’s experience, knowledge and relationships to other members of the executive team so the Company can continue to develop its client focused, market leading brand.

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