0001193125-11-216695 Sample Contracts

PRIVATEBANCORP, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 9th, 2011 • Privatebancorp, Inc • State commercial banks

THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is entered into as of the date set forth in the Restricted Stock Award Certificate (as defined in Section 1) by and between PrivateBancorp, Inc., a Delaware corporation (the “Company”), and the Grantee identified on the Restricted Stock Award Certificate (“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. 2011 Incentive Compensation Plan (the “Plan”). Grantee acknowledges receipt of a copy of the Plan.

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PRIVATE BANCORP, INC. BRH TARP DEFERRED PAYMENT TRUST
Trust Agreement • August 9th, 2011 • Privatebancorp, Inc • State commercial banks • Illinois

THIS TRUST AGREEMENT (the “Agreement”) is made on this 17th day of June, 2011, by and between Private Bancorp, Inc, a Delaware corporation (“Company”), and GreatBanc Trust Company, an Illinois trust company (“Trustee”);

CONSULTING AGREEMENT
Consulting Agreement • August 9th, 2011 • Privatebancorp, Inc • State commercial banks

THIS CONSULTING AGREEMENT (this “Agreement”) is effective as of June 1, 2011, by and between PrivateBancorp, Inc. (the “Company”) and Ralph B. Mandell (“Consultant”).

Nonqualified Stock Option for Employee) PRIVATEBANCORP, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • August 9th, 2011 • Privatebancorp, Inc • State commercial banks

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the date set forth on the in the Stock Option Certificate (as defined in Section 1) by and between PrivateBancorp, Inc., a Delaware corporation (the “Company”), and the Optionee identified on the Stock Option Certificate (“Optionee”). Except as otherwise indicated or defined herein, 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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