RESTRICTED STOCK AWARD AGREEMENT

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. 2007 Long-Term Incentive Compensation Plan (the “ Plan ”).  Grantee acknowledges receipt of a copy of the Plan.

WHEREAS , the Company desires to grant to Grantee a certain number of shares of Common Stock, subject to the restrictions, and on the terms and conditions, set forth in the Plan and this Agreement;

NOW, THEREFORE , the parties hereto agree as follows:

1.   Grant of Award; Form of Award .

(a)   Upon the execution and delivery of this Agreement and the related Restricted Stock Award Certificate of even date herewith attached hereto (the “ Restricted Stock Award Certificate ”), and subject to the terms and conditions of the Plan (the terms and provisions of which are incorporated herein and expressly made a part hereof), the Company hereby grants to Grantee the aggregate number of shares of Common Stock of the Company set forth on the Restricted Stock Award Certificate, subject to the restrictions and on the terms and conditions set forth herein and in the Plan (the “ Award ”) and subject to any adjustment as provided in the Plan.  As soon as practicable after Grantee has executed this Agreement and the documents described in Section 1(b), below, and delivered the same to the Company, the Company shall cause to be issued in Grantee’s name a stock certificate representing the total number of shares of Common Stock covered by this Award in accordance with Section 4, below.

(b)   Grantee shall indicate acceptance of the terms of the Award by signing and returning a copy hereof and shall sign and return the irrevocable stock power attached hereto to facilitate the transfer of some or all of the shares covered by the Award to the Company (or its assignee or nominee) if required under the terms of this Agreement or applicable laws or regulations.

(c)   To the extent expressly provided in the Restricted Stock Award Certificate, this Award may constitute an award of Restricted Share Units under the Plan, in which case the special provisions applicable to Restricted Share Units set forth in Section 18 below shall apply.

2.   Restrictions .  The shares of Common Stock covered by this Award shall be subject to the restrictions set forth in Section 9(a) of the Plan, which include, but are not limited to, prohibitions on the sale, transfer, assignment, pledge or encumbrance of said shares, prior to the vesting date set forth on the Restricted Stock Award Certificate (the period ending on any such vesting date(s) is hereinafter referred to as the “ Restricted Period ”). Sale, transfer and other disposition of the shares following termination of the Restricted Period may be limited by the absence of an established trading market for such shares and/or the provisions of applicable securities laws.  The restrictions imposed hereunder shall not lapse upon expiration of the Restricted Period if such lapse would constitute a violation of any applicable federal or state securities or other law or regulation and shall only lapse upon the termination of such violation.  As a condition to the receipt of the shares of Common Stock covered by this Award, the Company may require Grantee to make any representation and warranty to the Company as may be required by any applicable law or regulation.

3.   Rights as a Shareholder .  Grantee shall have the right to vote the shares of Common Stock covered by this Award and to receive dividends thereon unless and until such shares are forfeited pursuant to Section 5 hereof.

4.   Custody and Delivery of Shares .  Each certificate representing the shares of Common Stock covered by this Award shall be issued in the name of Grantee and shall bear appropriate legends regarding this Agreement and such other restrictions on transferability, which are substantially similar to the legend set forth as follows:

“The shares represented by this certificate are deemed to be restricted stock and until the applicable Grant Date (which is the first, second or third anniversary, as applicable, of the date the Award was made) are subject to the terms and conditions, including certain restrictions on transfer, applicable to restricted stock pursuant to the PrivateBancorp, Inc. 2007 Long-Term Incentive Compensation Plan and the Restricted Stock Award Agreement covering these shares, copies of which are available from the Company.”

The Company shall hold the certificate for shares of Common Stock covered by this Award until the shares represented hereby have vested pursuant to the Restricted Stock Award Certificate and Section 5 of this Agreement, and will thereupon, subject to the satisfaction of any applicable federal, state, local or other tax withholding obligations and applicable securities laws, deliver the certificate for the vested shares to Grantee, and destroy the stock power referred to in Section 1(b) relating to the vested shares, or use it to authorize the withholding of shares for payment of taxes, pursuant to Section 7, below.

5.   Vesting; Effect of Termination of Employment; Special Retirement .

(a)   Except to the extent provided in paragraphs (b), (c), (d) or (e) below, the shares of Common Stock covered by this Award shall vest in accordance with the schedule set forth in the Restricted Stock Award Certificate.

(b)   In the event of termination of Grantee’s employment with the Company and its Subsidiaries prior to the end of the Restricted Period for any reason other than death or Special Retirement (as defined below), Grantee will forfeit any shares of Common Stock covered by this Award that are not yet vested, and shall have no further rights to said shares or any amounts attributable thereto.

(c)   Notwithstanding anything herein or in the Plan to the contrary, in the event Grantee shall die during the period of Grantee’s employment, the Restricted Period shall terminate and the shares of Common Stock covered by this Award shall vest in full on the date of Grantee’s death and shall be paid to Grantee’s beneficiary or beneficiaries designated pursuant to Section 8, below.

(d)   If a Change in Control occurs during the period of Grantee’s employment with the Company and its Subsidiaries, the Restricted Period and all restrictions imposed on the shares of Common Stock covered by this Award shall fully and immediately lapse and be of no further force and effect and the shares of Common Stock covered by this Award shall vest in full on the date of such Change in Control.

(e)   In the event of termination of Grantee’s employment for any reason other than death or by the Company for Cause (as defined in Section 17 below) on or after age 62 and completion of at least 10 years of service with the Company or any Subsidiary (including for this purpose continuous years of service, if any, with a Subsidiary as of the date such Subsidiary was acquired by the Company) (such termination of employment a “ Special Retirement ”), unvested shares at such Special Retirement shall vest in accordance with the schedule set forth on the Restricted Stock Award Certificate and paragraphs (c) and (d) above as if Grantee’s period of employment continued after such Special Retirement.  Notwithstanding the foregoing, as of the date Grantee shall cease to be Retired from the Industry (as defined in Section 17 below), the deemed continuation of Grantee’s employment and any further vesting shall terminate as of such date and Grantee shall forfeit any shares of Common Stock covered by this Award that are not yet vested and shall have no further rights to said shares or any amounts attributable thereto.

6.   Adjustment Upon Changes in Capitalization .  Any additional share of Common Stock or other securities or property issued with respect to the Common Stock covered by this Award, as a result of any declaration of stock dividends, through recapitalization resulting in stock splits, combinations or exchanges of shares or otherwise, shall be subject to the restrictions and terms and conditions set forth herein.

7.   Payment of Taxes .  Grantee or Grantee’s legal representative shall be required to pay to the Company the amount of any federal, state, local or other taxes which the Company determines it is required to withhold and pay over to governmental tax authorities with respect to shares of Common Stock covered by this Award on the date on which the Company’s tax liability arises with respect to such shares (the “ Tax Date ”).  Grantee may satisfy such obligation by any of the following means: (a) cash payment to the Company, (b) delivery to the Company of Previously-Acquired Shares of Common Stock having an aggregate Fair Market Value determined as of the Tax Date that equals the amount required, (c) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value determined as of the Tax Date that equals the amount required, or (d) any combination of (a), (b), and (c).  The value of any shares withheld ma