SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PRIVATEBANCORP, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

742962 10 3

(CUSIP Number)

Collin E. Roche
GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
(312) 382-2200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPY TO:
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
200 E. Randolph Drive
Chicago, Illinois 60601
(312) 861-2000

December 17, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 742962 10 3 13D

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Fund IX/A, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			2,966,207
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,966,207
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,966,207
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.03%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

CUSIP No. 742962 10 3 13D

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Partners IX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	Not applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,460,784
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			3,460,784
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,460,784
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.62%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

CUSIP No. 742962 10 3 13D

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR Golder Rauner II, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	Not Applicable.
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,483,107
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			3,483,107
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,483,107
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.69%
14	TYPE OF REPORTING PERSON (See Instructions)
	OO

CUSIP No. 742962 10 3 13D

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR FUND IX/B, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			494,577
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			494,577
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	494,577
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.73%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

CUSIP No. 742962 10 3 13D

1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) GTCR CO-INVEST III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			22,323
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			22,323
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	22,323
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.08%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

     Item 1. Security and Issuer.

     The class of equity security to which this statement relates is the common stock, no par value (the “Common Stock”), of PrivateBancorp, Inc., a Delaware corporation (the “Issuer ”). Each of the persons named in Item 2 below may also be deemed to be the beneficial owner of shares of Common Stock through its ownership of the Series A Junior Nonvoting Preferred Stock, no par value (the “Preferred Stock”) of the Issuer, which is convertible into Common Stock in limited circumstances, as set forth in the Certificate of Designations of the Series A Junior Nonvoting Preferred Stock (the “Certificate of Designations”), which is filed as an exhibit hereto and is incorporated herein by reference. The address of the Issuer’s principal executive offices is 70 West Madison, Chicago, IL 60602.

     Item 2. Identity and Background.

     (a) This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), by virtue of its direct beneficial ownership of Common Stock and Preferred Stock; (ii) GTCR Fund IX/B, L.P., a Delaware limited partnership (“Fund IX/B”), by virtue of its direct beneficial ownership of Common Stock and Preferred Stock; (iii) GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest” and together with Fund IX/A, Fund IX/B and Co-Invest, the “GTCR Funds ”), by virtue of its direct beneficial ownership of Common Stock and Preferred Stock; (iv) GTCR Partners IX, L.P., a Delaware limited partnership (“Partners IX”), by virtue of it being the general partner of Fund IX/A and Fund IX/B; and (v) and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”), by virtue of it being the general partner of Partners IX, and Co-Invest. Fund IX/A, Fund IX/B, Co-Invest, Partners IX and GTCR are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.”

     Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person.

     The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.

     Certain information required by this Item 2 concerning the executive officers and members of GTCR is set forth on Schedule A attached hereto, which is incorporated herein by reference.

     (b) The address of the principal business and principal office of each of the Reporting Persons is 6100 Sears Tower, Chicago, IL 60606.

     (c) The principal business of each of the Reporting Persons, including Partners IX as general partner of Fund IX/A and Fund IX/B and GTCR as general partner of Partners IX and Co-Invest, is to make investments in common and preferred stock and other interests in business organizations, domestic or foreign, with the principal objective of appreciation of capital invested.

     (d) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this statement, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     (f) All individuals named in Schedule A to this statement are citizens of the United States.

     Item 3. Source and Amount of Funds or Other Consideration.

     Pursuant to a Stock Purchase Agreement, dated November 26, 2007, between the Issuer, the GTCR Funds and other purchasers (the “Stock Purchase Agreement”), the GTCR Funds acquired an aggregate of 2,055,033 shares of Common Stock and 1,428.074 shares of Preferred Stock for an aggregate purchase price of $100,000,001.97. The GTCR Funds’ source of funds was capital contributions from the partners of the GTCR Funds.

     A copy of the Stock Purchase Agreement is filed as an exhibit hereto and is incorporated herein by reference. The summary of this agreement and the agreements referred to elsewhere in this statement and incorporated herein by reference are not intended to be complete and are qualified in their entirety by reference to the detailed provisions of such agreements and documents.

     Item 4. Purpose of Transaction.

     The GTCR Funds hold the Common Stock and Preferred Stock for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer’s businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), the GTCR Funds may from time to time acquire additional securities of the Issuer or dispose of all or a portion of their investment in the Issuer.

     Except as set forth in the preceding paragraph and in Item 6 of this Schedule 13D, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D.

     Notwithstanding the foregoing, the Reporting Persons reserve the right to effect any such actions as any of them may deem necessary or appropriate in the future.

     The information set forth in Item 3 and Item 6 of this Schedule 13D is hereby incorporated herein by reference.

     Item 5. Interest in Securities of the Issuer.

     (a) As of the date hereof, each share of Preferred Stock is convertible into 1,000 shares of Common Stock. The following information is as of the date hereof and assumes there are 29,576,199 shares of Common Stock outstanding.

     By virtue of its beneficial ownership of 1,216.124 shares of Preferred stock (assuming conversion of all such 1,216.124 shares of Preferred Stock into 1,216,124 shares of Common Stock) and 1,750,062 shares of Common Stock, Fund IX/A is the direct beneficial owner of 2,966,206 shares of Common Stock, or approximately 10.03% of the Common Stock outstanding as of the date of this statement.

     By virtue of its beneficial ownership of 202.777 shares of Preferred stock (assuming conversion of all such 202.777 shares of Preferred Stock into 202,777 shares of Common Stock) and 291,800 shares of Common Stock, Fund IX/B is the direct beneficial owner of 494,577 shares of Common Stock, or approximately 1.73% of the Common Stock outstanding as of the date of this statement.

     Partners IX, as the sole general partner of Fund IX/A and Fund IX/B, may be deemed to possess indirect beneficial ownership of the 3,460,784 shares of Common Stock beneficially owned in the aggregate by Fund IX/A and Fund IX/B (assuming conversion of all of the shares of Preferred Stock held by Fund IX/A and

Fund IX/B into Common Stock), which represents approximately 11.62% of the Common Stock as of the date of this statement. The filing of this Statement by Partners IX shall not be construed as an admission that Partners IX is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares held by Fund IX/A and Fund IX/B.

     By virtue of its beneficial ownership of 9.152 shares of Preferred stock (assuming conversion of all such 9.152 shares of Preferred Stock into 9,152 shares of Common Stock) and 13,171 shares of Common Stock, Co-Invest is the direct beneficial owner of 22,323 shares of Common Stock, or approximately 0.08% of the Common Stock as of the date of this statement.

     GTCR, as the sole general partner of Co-Invest and Partners IX, may be deemed to possess indirect beneficial ownership of the 3,483,107 shares of Common Stock beneficially owned in the aggregate by Fund IX/A, Fund IX/B and Co-Invest (assuming conversion of all of the shares of Preferred Stock held by Fund IX/A, Fund IX/B and Co-Invest into Common Stock), which represents approximately 11.69% of the Common Stock as of the date of this statement. The filing of this Statement by GTCR shall not be construed as an admission that GTCR is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of such shares held by Fund IX/A, Fund IX/B and Co-Invest.

     (b) The following information assumes (a) conversion of the 1,216.214 shares of Preferred Stock held by Fund IX/A into 1,216.214 shares of Common Stock; (b) conversion of the 202.777 shares of Preferred Stock held by Fund IX/B into 202,777 shares of Common Stock; and (c) conversion of the 9.152 shares of Preferred Stock held by Co-Invest into 9,152 shares of Common Stock.

     Fund IX/A has sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 2,966,206 shares of Common Stock. Fund IX/B has sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 494,577 shares of Common Stock. Co-Invest has sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of 22,323 shares of Common Stock.

     By virtue of the relationship among Fund IX/A, Fund IX/B and Partners IX described in Item 2, Partners IX may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the 3,460,784 shares of Common Stock beneficially owned in the aggregate by Fund IX/A and Fund IX/B. By virtue of the relationship among Fund IX/A, Fund IX/B, Partners IX, Co-Invest and GTCR described in Item 2, GTCR may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the 3,483,107 shares of Common Stock beneficially owned in the aggregate by Fund IX/A, Fund IX/B and Co-Invest.

     The filing of this statement by Partners IX and GTCR shall not be construed as an admission that any of such parties is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

     (c) Except as otherwise set forth in this statement, none of the Reporting Persons or, to the best knowledge of such persons, the persons named in Schedule A to this statement, has effected any transactions in the Common Stock during the past 60 days.

     (d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock of the Issuer reported by this statement.

     (e) Inapplicable.

     Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Reference is made to the responses to Items 1, 2, 3, 4 and 5 of this Statement which is incorporated by reference in response to this Item.

     Pursuant to the Stock Purchase Agreement, the Issuer agreed to appoint to its board of directors (the “Board”) a person nominated by the GTCR Funds, who initially is Collin E. Roche. The GTCR Funds continue to have the right to maintain their designee on the Board so long as the GTCR Funds continue to own at least 50% of the securities issued to the GTCR Funds and other purchasers pursuant to the Stock Purchase Agreement. In the event that the GTCR Funds do not have a designee on the Board but hold at least 4.9% of the outstanding Common Stock (calculated assuming conversion of the Preferred Stock), the GTCR Funds will be entitled to designate an individual to attend, but not vote at, all meetings of the Board and to receive all materials distributed to the members of the Board. The Stock Purchase Agreement provides also that the GTCR Funds may not, without the consent of the Issuer, acquire stock of the Issuer such that the aggregate number of shares held by the GTCR Funds would exceed 14.9% of the Issuer’s voting stock. The GTCR Funds agreed further, subject to certain exceptions, not to sell, transfer or otherwise dispose of, or enter into any hedging transaction with respect to, the shares of Common Stock acquired pursuant to the Purchase Agreement (including any shares of Common Stock resulting from conversion of Preferred Stock) for a period of one year with respect to 50% of such shares and a period to two years with respect to the remaining 50% of such shares. The Issuer paid the out-of-pocket fees and expenses incurred by the GTCR Funds in connection with the Stock Purchase Agreement, up to $1.0 million.

     The GTCR Funds, the Issuer and other investors of the Issuer are parties to a Preemptive and Registration Rights Agreement, dated as of December 11, 2007 (the “Registration Agreement”), which, subject to certain conditions and limitations, include, among others, the following provisions. This agreement grants to Fund IX/A, so long as Fund IX/A and its affiliates continue to hold 25% of the of the Common Stock acquired by the GTCR Funds pursuant to the Stock Purchase Agreement (calculated by counting the Preferred Stock as if it had been converted to Common Stock), or if Fund IX/A and its affiliates do not hold such amount, the holders of 50% of the Registrable Securities, the right, at any time after December 11, 2008, to demand that the Issuer file a registration statement with the Commission. Such registration statement must register for sale at least 25% (or a lower percentage if the aggregate net offering price exceeds $50,000,000) of the Common Stock then outstanding which has not been registered and which was (a) issued pursuant to the Stock Purchase Agreement, (b) issued in respect of any shares of Common Stock or Preferred Stock issued pursuant to the Stock Purchase Agreement and (c) otherwise acquired by GTCR Funds and the other investors party to the Registration Agreement. The shares of Common Stock referred to in (a), (b) and (c) are collectively referred to herein as the “Registrable Securities.” The Registration Agreement also requires the Issuer to file with the Commission, within nine months of the date of the Registration Agreement, a shelf registration statement, which, once it is declared effective by the Commission, Fund IX/A or the holders of 50% of the Registrable Securities may draw down upon an unlimited number of times to register for resale at least 25% of the Registrable Securities (or a lower percentage if the aggregate net offering price exceeds $25,000,000). The GTCR Funds and the other investors party to the Registration Agreement have also the right to include their Registrable Securities on other registration statements filed by the Issuer with the Commission. The Issuer agreed to use its commercially reasonable efforts or, in certain circumstances, its reasonable best efforts to have any of the registration statements described above declared effective by the Commission, to cause such registration statements to remain effective for certain periods, to indemnify the holders of Regsitrable Securities in certain circumstances and to pay certain expenses related to the registrations described above. The Registration Agreement prohibits the Issuer from granting to any other person or entity the right to request, or to include securities other than Common Stock in, a demand registration. The Registration Agreement also grants the holders of Registrable Securities (including GTCR IX/A and its affiliates) the right to participate in certain registered public offerings of the Issuer’s securities, whether offered by the Company or its stockholders.

     The Registration Agreement requires also that, so long as Fund IX/A and its affiliates maintain a beneficial ownership greater than 5.0% of the outstanding Common Stock of the Issuer (calculated assuming conversion of the Preferred Stock), in the event the Issuer makes an equity offering of Common Stock (other than in certain circumstances primarily related to compensation plans and acquisitions) for cash, the Issuer must afford Fund IX/A and its affiliates the right to acquire Common Stock from the Issuer on the same terms as in such equity offering. Fund IX/A and its affiliates may purchase in such equity offering shares of Common Stock such that the aggregate percentage beneficial ownership of Common Stock of Fund IX/A and its affiliates before such offering is unchanged following such offering. A copy of the Registration Agreement has been filed as an exhibit hereto and is incorporated herein by reference.

     In connection with the Stock Purchase Agreement, the GTCR Funds and the Issuer also entered into a Side Letter Agreement, dated as of November 26, 2007 (the “Side Letter Agreement”), whereby the parties confirmed their understanding and agreement regarding certain matters relating to the transactions contemplated by the Stock Purchase Agreement and the Registration Agreement. A copy of the Side Letter Agreement has been filed as an exhibit hereto and is incorporated herein by reference.

     Item 7. Material to be filed as Exhibits.

Exhibit 1	Joint Filing Agreement Among the Reporting Persons dated as of December 17, 2007
Exhibit 2	Form of Certificate of Designations of Series A Junior Nonvoting Preferred Stock of PrivateBancorp, Inc. *
Exhibit 3	Form of Stock Purchase Agreement, dated as of November 26, 2007, between PrivateBancorp, Inc. and the Purchasers named therein. *
Exhibit 4	Form of Preemptive and Registration Rights Agreement dated as of November 26, 2007 *
Exhibit 5	Form of Side Letter Agreement, dated as of November 26, 2007, among PrivateBancorp, Inc., GTCR Fund IX/A, L.P., GTCR Fund IX/B, L.P. and GTCR Co-Invest III, L.P.
Exhibit 6	Powers of Attorney for the Reporting Persons, dated December 12, 2007.

* Incorporated by reference to PrivateBancorp, Inc.’s Current Report on Form 8-K dated November 26, 2007 (Registration No. 000-25887).

SIGNATURES

     After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: December 17, 2007

GTCR FUND IX/A, L.P.
By:	GTCR Partners IX, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact
GTCR FUND IX/B, L.P.
By:	GTCR Partners IX, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact
GTCR CO-INVEST III, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact
GTCR PARTNERS IX, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact
GTCR GOLDER RAUNER II, L.L.C.
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact

SCHEDULE A

     GTCR is managed through a six-person members committee, consisting of Philip A. Canfield, David A. Donnini, Edgar D. Jannotta, Jr., Joseph P. Nolan, Bruce V. Rauner and Collin E. Roche, who is a director of the Issuer. Decisions of the members committee with respect to the voting and disposition of the shares of Common Stock and Preferred Stock are made by a vote of a majority of its members, and, as a result, no single member of the members committee has voting or dispositive authority over such shares. Each of Messrs. Canfield, Donnini, Jannotta, Nolan, Rauner, Roche, along with Craig A. Bondy, Vincent J. Hemmer, David S. Katz and Constantine S. Mihas, is a principal of GTCR, and each of them disclaims beneficial ownership of the shares held by the GTCR Funds, except to the extent of his proportionate pecuniary interest in such shares.

     The principal occupation of each of the individuals listed on this Schedule A is serving as a principal and member of GTCR. Each of the individuals listed on this Schedule A is a citizen of the United States, and the business address of each such individual is GTCR Golder Rauner II, L.L.C., 6100 Sears Tower, Chicago, Illinois 60606.

     The filing of this statement shall not be construed as an admission that any of such individuals is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

EX-99.1

EXHIBIT 1

SCHEDULE 13D JOINT FILING AGREEMENT

     In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Date: December 17, 2007

GTCR FUND IX/A, L.P.
By:	GTCR Partners IX, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact
GTCR FUND IX/B, L.P.
By:	GTCR Partners IX, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact
GTCR CO-INVEST III, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact
GTCR PARTNERS IX, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact
GTCR GOLDER RAUNER II, L.L.C.
By:	/s/ Dennis M. Myers, P.C.
	Name:	Dennis M. Myers, P.C.
	Its:	Attorney-in-Fact

EX-99.2

EXHIBIT 2

CERTIFICATE OF DESIGNATIONS

OF

SERIES A JUNIOR NONVOTING PREFERRED STOCK

OF

PRIVATEBANCORP, INC.

     We, the undersigned, Larry D. Richman and Christopher J. Zinski, the President and Chief Executive Officer, and General Counsel and Corporate Secretary, respectively, of PrivateBancorp, Inc., a Delaware corporation (the “Corporation”), do hereby certify that, pursuant to authority granted to the Board of Directors by Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation has adopted the following resolutions fixing the designation and certain terms, powers, preferences and other rights of a new Series of the Corporation’s Preferred Stock, without par value, and certain qualifications, limitations and restrictions thereon:

     RESOLVED, that pursuant to authority granted to the Board of Directors by Article FOURTH of the Amended and Restated Certificate of Incorporation of the Corporation, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, there is hereby established from the 1,000,000 Shares of Preferred Stock, no par value, of the Corporation, authorized to be issued pursuant to the Amended Restated Certificate of Incorporation, a series of Preferred Stock, without par value, and the designation and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows:

     Section 1 Designation. The distinctive serial designation of this Series shall be “Series A Junior Nonvoting Preferred Stock” (hereinafter called “Series A Stock”). Each share of Series A Stock shall be identical in all respects with the other shares of Series A Stock except the date from which dividends shall accrue, and as to the conversion rate or prices which may vary by date of issue.

     Section 2 Number. The number of shares of Series A Stock will initially be One Thousand Four Hundred Twenty-Eight Point Zero Seven Four (1,428.074), which number may from time to time be increased or decreased (but not below the number then outstanding) by the Board of Directors; provided that any increase in the number of shares of Series A Stock authorized shall be approved by the holders of a majority of the Series A Stock then outstanding. Shares of Series A Stock purchased by the Corporation will be canceled and revert to authorized but unissued shares of Preferred Stock undesignated as to series. Shares of Series A Stock may be issued in fractional shares, which fractional shares will entitle the holder, in proportion to such holder’s fractional share, to all rights of a holder of a whole share of Series A Stock.

     Section 3 Dividends.

     (a) The holders of full or fractional shares of Series A Stock will be entitled to receive, when and as declared by the Board of Directors, or a duly authorized committee

thereof, but only out of funds legally available therefor, dividends, on each date that dividends or other distributions (other than dividends or distributions payable in Common Stock of the Corporation) are payable on or in respect of Common Stock comprising part of the Reference Package (as defined below), in an amount per whole share of Series A Stock equal to the aggregate amount of dividends or other distributions (other than dividends or distributions payable in Common Stock of the Corporation) that would be payable on such date to a holder of the Reference Package. Each such dividend will be paid, on the date such dividend is paid to the holders of Common Stock, to the holders of shares of Series A Stock as of the record date for such dividend or, if no record date is fixed, the date as to which the record holders of Common Stock entitled to such dividends are to be determined.

     (b) The term “Reference Package” initially means 1,000 shares of Common Stock, without par value (“Common Stock”), of the Corporation. If the Corporation, at any time after the close of business on the date of filing of this Certificate of Designations, (1) declares or pays a dividend on any Common Stock payable in Common Stock, (2) subdivides any Common Stock or (3) combines any Common Stock into a smaller number of shares, then and in each such case the Reference Package after such event shall be the number of shares of Common Stock that a holder of the Reference Package immediately prior to such event would hold thereafter as a result of such event.

     (c) So long as any shares of Series A Stock are outstanding, no dividend or other distribution (other than a dividend payable in shares of Common Stock or any other stock ranking junior to Series A Stock as to dividends and upon liquidation) may be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon any other stock ranking junior to Series A Stock as to dividends or upon liquidation, nor shall any Common Stock nor any other stock of the Corporation ranking junior to or on a parity with Series A Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to Series A Stock as to dividends and upon liquidation), unless, in each case, the dividend to be due on the shares of Series A Stock upon payment of such dividend, distribution, redemption, purchase or other acquisition is contemporaneously paid on all outstanding shares of Series A Stock. Notwithstanding the foregoing, in the event such payment is not permissible under the federal banking laws and regulations applicable to the Corporation or any other laws or regulations, then at the option of the holders of such Series A Stock, such payment shall be made in the form of Series A Stock.

     (d) Dividends shall be non-cumulative.

2

     Section 4 Mergers, Consolidations, Etc. In the event of any merger, consolidation, reclassification or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, the shares of Series A Stock will at the same time be similarly exchanged or changed in an amount per whole share equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, that a holder of the Reference Package would be entitled to receive as a result of such transaction. Notwithstanding the foregoing, in the event such exchange or change is not permissible under the federal banking laws and regulations applicable to the Corporation or any other laws or regulations, then at the option of the holders of a majority of the Series A Stock then outstanding, the Corporation shall make appropriate provisions (in form and substance reasonably satisfactory to the holders of a majority of the Series A Stock then outstanding) and take such other actions necessary to ensure that the holders of the Series A Stock shall retain preferred stock with substantially the same benefits as the Series A Stock (provided that such preferred stock would be convertible into the stock or securities, cash and/or other property that the Series A Stock would have been converted into pursuant to this Section if it were permissible under such laws and regulations as of the date the Common Stock was exchanged or changed). Subject to the foregoing, in the event the holders of Common Stock are provided the right to convert or exchange Common Stock for stock or securities, cash and/or any other property, then the holders of the Series A Stock shall be provided the same right based upon the number of shares of Common Stock such holders would be entitled to receive if such shares were converted into the Reference Package immediately prior to such offering. In the event that the Corporation offers to repurchase shares of Common Stock from its stockholders generally, the Corporation shall offer to repurchase Series A Stock pro rata based upon the number of shares of Common Stock such holders would be entitled to receive if such shares were converted into the Reference Package immediately prior to such offering. In the event of any pro rata subscription offer to holders of Common Stock, the Corporation shall provide the holders of the Series A Stock (with respect to the Series A Stock or another series of preferred stock of the Corporation with terms, conditions and provisions that shall be established upon the issuance of such preferred stock that are similar to and consistent with the terms, conditions and provisions upon which the Series A Stock was established) to participate based upon the number of shares of Common Stock such holders would be entitled to receive if such shares were converted into the Reference Package immediately prior to such offering; provided that at the election of such holder, any shares issued with respect to the Series A Stock shall be issued in the form of Series A Stock rather than Common Stock.

3

     Section 5 Liquidation.

     (a) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of full and fractional shares of Series A Stock will be entitled, before any distribution or payment is made on any date to the holders of the Common Stock or any other stock of the Corporation ranking junior to Series A Stock upon liquidation, to receive in full an amount per share equal to the greater of (i) $0.01 (the “liquidation preference”) plus an amount equal to any dividends that have been declared on Series A Stock but not paid and (ii) the amount that a holder of one share of Series A Stock would be entitled to receive if such share were converted into the Reference Package immediately prior to such liquidation, dissolution or winding up, together with any declared but unpaid dividend to such distribution or payment date. If such payment has been made in full to all holders of shares of Series A Stock, the holders of shares of Series A Stock as such will have no right or claim to any of the remaining assets of the Corporation.

     (b) If the assets of the Corporation available for distribution to the holders of shares of Series A Stock upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, are insufficient to pay in full all amounts to which such holders are entitled pursuant to Section 5(a), no such distribution will be made on account of any shares of any other class or Series of Preferred Stock ranking on a parity with the shares of Series A Stock upon such liquidation, dissolution or winding up unless proportionate distributive amounts are paid on account of the shares of Series A Stock, ratably in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such liquidation, dissolution or winding up.

     (c) Upon the liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Stock then outstanding will be entitled to be paid out of assets of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to the first paragraph of this Section 5 before any payment is made to the holders of Common Stock or any other stock of the Corporation ranking junior upon liquidation to Series A Stock.

     (d) For the purposes of this Section 5, the consolidation or merger of, or binding share exchange by, the Corporation with any other corporation will not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

     Section 6 Conversion. If any holder of full or fractional shares of Series A Stock surrenders to the Corporation (at the principal office of the Corporation) a certificate or certificates representing all or part of the holder’s shares of Series A Stock together with either (1) a certificate, reasonably satisfactory to the Corporation, stating that the holder has received the advice of counsel to the effect that it is permissible under the federal banking laws and regulations applicable to the Corporation that the shares of Series A Stock represented by such certificate or certificates and to be converted pursuant to this Section 6 convert as contemplated by this Section 6 or (2) a certificate, reasonably satisfactory to the Corporation, stating that the holder is transferring the holders’ shares of Series A Stock or Common Stock issued upon conversion of Series A Stock in a Widely Dispersed Offering (as defined below) and

4

subsequently transfers the shares in a Widely Dispersed Offering or that the holder has been transferred shares in a Widely Disbursed Offering, then the shares of Series A Stock represented by such certificate or certificates will convert into the Reference Package (and any fractional share of such holder will convert into the same fraction of the Reference Package). Except as otherwise provided herein, each conversion of Series A Stock shall be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Series A Stock to be converted have been surrendered for conversion at the principal office of the Corporation (which in the event of an anticipated Widely Dispersed Offering may be prior to or after any transfer of Series A Stock). Notwithstanding any other provision hereof, if a conversion of Series A Stock is to be made in connection with a merger, consolidation, reclassification or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property or any dissolution or liquidation, the conversion of any shares of Series A Stock may, at the election of the holder thereof, be conditioned upon the consummation of such event or transaction, in which case such conversion shall not be deemed to be effective until such event or transaction has been consummated.

The holder will be entitled to receive a certificate or certificates representing any capital stock comprising a part of the Reference Package and into which their shares have been converted and any cash or other property then comprising a part of the Reference Package. The term “Widely Dispersed Offering” means (a) a widely distributed public offering, (b) a public offering, private placement or other sale in which no one party acquires the right to purchase in excess of 2% of the voting shares of the Corporation, (c) in the case of shares of Series A Stock held by GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., a Delaware limited partnership and GTCR Co-Invest III, L.P., a Delaware limited partnership, or any of their respective affiliates, distributions to such holder’s partners and their affiliates or (d) an assignment to a single party (e.g., a broker or investment banker) for the purpose of conducting a widely distributed public offering on the holder’s behalf.

The issuance of certificates for shares of securities or other property upon conversion of Series A Stock shall be made without charge to the holders of such Series A Stock for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of securities or other property upon conversion of Series A Stock. Upon conversion of each share of Series A Stock, the Corporation shall take all such actions as are necessary in order to insure that the Common Stock or other securities issuable with respect to such conversion shall be validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof. The Corporation shall not close its books against the transfer of Series A Stock or of Common Stock or other securities issued or issuable upon conversion of Series A Stock in any manner which interferes with the timely conversion of Series A Stock. The Corporation shall assist and cooperate with any holder of shares of Series A Stock or Common Stock or other securities issued or issuable upon conversion of Series A Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of shares of Series A Stock hereunder (including, without limitation, making any filings required to be made by the Corporation). The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of the Series A Stock, such number of shares of Common Stock issuable upon the

5

conversion of all outstanding Series A Stock. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock or securities issuable upon conversion of the Series A Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of the Series A Stock

     Section 7 Redemption. Without limiting the holder’s right of conversion, the shares of Series A Stock are not redeemable by the Corporation or the holder and shall be perpetual.

     Section 8 Voting. Except as required by law or as expressly provided herein, the shares of Series A Stock are not entitled to vote on any matter.

     Section 9 Notices.

     (a) Immediately upon any adjustment of the Reference Package, the Corporation shall give written notice thereof to all holders of Series A Stock, setting forth in reasonable detail and certifying the calculation of such adjustment.

     (b) At any time notice is provided to the holders of Common Stock, the Corporation shall give written notice to all holders of Series A Stock at or prior to such time; provided that the Corporation shall provide the holders of Series A Stock any such notice at least 5 business days prior to the date such holders would be required to take any action to convert Series A Stock prior to any merger, consolidation, reclassification or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property or any dissolution or liquidation.

     Section 10 Additional Series. Notwithstanding any other provision of this Certificate of Designations to the contrary, the Corporation may, without obtaining the consent of holders of the Series A Stock, issue one or more additional series of the Corporation’s preferred stock having rights, designations, powers, and preferences equal or superior to the Series A Stock and having such other designations, rights, preferences, terms and conditions, as determined by the Board of Directors of the Corporation in its sole discretion.

     Section 11 Amendment. No amendment, modification or waiver shall be binding or effective with respect to any provision of this Certificate of Designation without the prior written consent of the holders of a majority of the Series A Stock outstanding as of the time such action is taken; provided that no change in the terms hereof may be accomplished by merger or consolidation of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the holders of a majority of the Series A Stock then outstanding. No other course of dealing between the Corporation and the holder of any Series A

6

Stock or any delay in exercising any rights hereunder shall operate as a waiver of any rights of any such holders.

     IN WITNESS WHEREOF, the undersigned have signed and attested this certificate on the 26th day of November, 2007.

PRIVATEBANCORP, INC.
By
	Larry D. Richman
	President and Chief Executive Officer
By
	Christopher J. Zinski
	General Counsel and Corporate Secretary

ATTEST                                         

7

EX-99.3

EXHIBIT 3

Execution Copy

PRIVATEBANCORP, INC.

Common Stock, without par value

STOCK PURCHASE AGREEMENT

Dated as of 3:00 p.m. EST, November 26, 2007

To Each of the Purchasers Listed in the Attached Schedule of Purchasers:

Ladies and Gentlemen:

     The undersigned, PrivateBancorp, Inc., a Delaware corporation (the “Corporation”), hereby agrees with you as follows:

1. AUTHORIZATION; SALE AND PURCHASE OF SHARES

     1.1 Authorization of Shares. The Corporation has duly authorized the issuance and sale of up to an aggregate of 5,294,327 shares of its Common Stock, no par value (the “Shares”), and up to an aggregate of 1,428.074 shares of its Series A Junior Nonvoting Preferred Stock (the “Preferred Stock”).

     1.2 Sale and Purchase of Shares and Preferred Stock. Subject to the terms and conditions herein provided, the Corporation hereby agrees to sell to the several purchasers listed in the Schedule of Purchasers attached as Schedule I hereto (each, a “Purchaser” and collectively, including the Institutional Purchaser (as defined below) the “Purchasers”), and each Purchaser, severally and not jointly, agrees to purchase from the Corporation, at the Closing provided for in Section 2 hereof, up to that number of Shares and number of shares of Preferred Stock specified opposite its name in the Schedule of Purchasers. The purchase price for each Share shall be equal to the price per Share as reflected on the signature pages hereof; provided, however, that in the case of any Purchaser, such price per Share shall not be less than the official Nasdaq Consolidated Closing Bid Price as of 1:00 p.m. EST on November 23, 2007 (the “Share Bid Price”) and the price per each share of Preferred Stock shall not be less than an amount equal to 1,000 multiplied by the Share Bid Price; provided further, the aggregate purchase price of all Shares and shares of Preferred Stock to be acquired by the Institutional Purchaser (as defined below) shall be approximately $100 million. The Institutional Purchaser agrees to purchase, on the Closing Date, that number of Shares with an aggregate purchase price equal to approximately $59.0 million, and that number of shares of Preferred Stock consistent with the terms, powers, preferences and other rights as set forth in the Form of Certificate of Designations of such Preferred Stock attached hereto as Exhibit B (the “Certificate of Designations”), with an aggregate purchase price equal to $41.0 million. Each Purchaser’s obligations hereunder are several and not joint obligations, and no Purchaser shall have any liability to any person or entity for the performance or nonperformance by any other Purchaser hereunder. Each Purchaser other than the Institutional Purchaser understands and acknowledges that the actual number of Shares sold to each Purchaser other than the Institutional Purchaser shall be determined by the Corporation and the Corporation shall have the right to accept or reject in whole or in part such Purchaser’s subscription to purchase Shares hereunder and/or to limit such Purchaser’s investment hereunder to a specific dollar amount and/or percentage of the total aggregate number

of Shares to be sold. Each Purchaser also understands and acknowledges that it has made its own review of the investment merits and risks of the Shares, and with respect to the Institutional Purchaser the shares of Preferred Stock, is not relying on the Institutional Purchaser and is acting separately and independently of the Institutional Purchaser in making its investment in the Shares, and with respect to the Institutional Purchaser the shares of Preferred Stock.

     As used in this Agreement, the term “Institutional Purchaser” means collectively, GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., a Delaware limited partnership and GTCR Co-Invest III, L.P., a Delaware limited partnership.

2. THE CLOSING.

     2.1 Time and Place of the Closing. Subject to Section 3 hereof, payment of the purchase price for and delivery of the Shares and the Preferred Stock shall be made at the offices of Vedder, Price, Kaufman & Kammholz, P.C., or at such other place or in such other manner as may be agreed upon by the Corporation and the Institutional Purchaser, at 10:00 a.m., Chicago, Illinois time, on December 11, 2007, or at such other time or date as the Institutional Purchaser and the Corporation may mutually determine (such date and time of payment and delivery being herein called the “Closing Date”). Notwithstanding the foregoing, in the event the conditions to the Institutional Purchaser’s obligations to consummate the Transactions in Section 3.1(c) or Section 3.1(d) have not been satisfied prior to December 11, 2007, then the parties hereto shall work in good faith with the applicable Governmental Authorities (as defined below) to obtain such governmental approvals or authorizations and shall use commercially reasonable efforts to modify the terms of this Agreement and the agreements and exhibits contemplated herein to obtain such governmental approvals and authorizations; provided that none of such changes shall be inconsistent with the terms of this Agreement (including without limitation the ability of the Institutional Purchaser to appoint a director or observer pursuant to Section 5.3 below) without the consent of the Institutional Purchaser in its sole discretion. In such event, the Institutional Purchaser and the Corporation shall mutually determine the date and time of the Closing; provided that the Closing Date shall not be extended beyond January 31, 2008 without the consent of the Institutional Purchaser.

     2.2 Delivery of and Payment for the Shares. At the Closing, the Corporation shall deliver to each Purchaser certificates evidencing the Shares and, in the case of the Institutional Purchaser, the shares of Preferred Stock, to be purchased by it (as indicated opposite such Purchaser’s name on Schedule I hereto), dated the Closing Date and bearing appropriate legends as hereinafter provided for, and registered on the books and records of the Corporation in such Purchaser’s name, against payment in full at the Closing of the aggregate purchase price therefor by wire transfer of immediately available funds for credit to such account as the Corporation shall direct in writing prior to the Closing Date no later than 9:00 a.m., Chicago, Illinois time, on the Closing Date.

2

3. CONDITIONS TO CLOSING

     3.1 Conditions to the Purchasers’ Obligations. The obligations of each Purchaser hereunder are subject to the accuracy, as of the date hereof and on the Closing Date, of the representations and warranties of the Corporation contained herein, and to the performance by the Corporation of its obligations hereunder and to each of the following additional terms and conditions:

          (a) The Corporation will have furnished to the Purchasers a certificate, dated the Closing Date, executed on behalf of the Corporation by each of the Chairman of the Board, the Chief Executive Officer and President, and the Chief Financial Officer of the Corporation, stating that:

          (i) The representations, warranties and agreements of the Corporation in Section 4.1 hereof are true and correct as of the Closing Date and the Corporation has complied with all its agreements contained herein; and

          (ii) Such officers have carefully examined the Disclosure Materials (as defined in Section 4.1(f) hereof) and, in their opinion, as of their respective dates (except to the extent superseded by statements in later-filed documents comprising part of the Disclosure Materials), and as of the Closing Date, the Disclosure Materials do not contain any untrue statement of a material fact nor omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

          (b) From November 20, 2007 to the Closing Date, there shall not have been any event or series of events, change, occurrence or development or a state of circumstances or facts (including any events, changes, occurrences, developments, state of circumstances or facts existing prior to November 20, 2007 but which become known during such period), that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in Section 4.1(h) hereof).

          (c) Except as set forth in Section 2.1 above, any authorizations, consents, commitments, agreements, orders or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any federal, state or local court or governmental or regulatory agency or authority or applicable stock exchange or trading market (any such court, agency, authority, exchange or market, a “Governmental Authority”) required for the consummation of the Transactions, as defined herein, (including without limitation the ability to appoint a director pursuant to Section 5.3 below) shall have been obtained or filed or shall have occurred and any such orders shall have become final, non-appealable orders.

          (d) Except as set forth in Section 2.1 above, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) shall have issued a written determination of non-control under both the Bank Holding Company Act (the “BHC Act”) and the Change in Bank Control Act (the “CIBC Act”) on the Institutional Purchaser’s ownership of up to 9.9% of

3

the Corporation’s Common Stock and Preferred Stock which is convertible into up to an additional 5% of the Corporation’s Common Stock in form and substance satisfactory to the Institutional Purchaser (including without limitation the ability to appoint a director pursuant to Section 5.3 below) (collectively, a “Fed Determination”) and none of the Federal Reserve or any other Governmental Authority shall have imposed or required any changes that are inconsistent with this Agreement and the Transactions that are not acceptable to the Institutional Purchaser in its sole discretion.

          (e) The Corporation and each Purchaser shall have entered into that certain Preemptive and Registration Rights Agreement, dated as of the Closing Date, between the Corporation and each Purchaser, in the form of Exhibit C hereto, which provides the Institutional Purchaser with certain pre-emptive rights relating to certain equity securities of the Corporation and provides each of the Institutional Purchaser and the other Purchasers with certain registration rights with respect to the Shares and the shares of Common Stock issuable upon conversion of the Preferred Stock being purchased hereunder (the “Preemptive and Registration Rights Agreement”).

          (f) Prior to the issuance of the Preferred Stock, the Corporation shall have made any filings, including the Certificate of Designations, and received any necessary approvals under the General Corporation Law of the State of Delaware (the “DGCL”) in order to amend its Certificate of Incorporation to provide for the establishment and designation of the Preferred Stock on the terms set forth in the Certificate of Designations and the issuance of such shares to the Institutional Purchaser.

          (g) Vedder, Price, Kaufman & Kammholz, P.C., counsel to the Corporation, shall have furnished to the Purchasers its written opinion, addressed to the Purchasers and dated the Closing Date, substantially to the effect set forth in Exhibit A hereto.

          (h) The Purchasers other than the Institutional Purchaser, collectively, shall purchase at the Closing Shares with an aggregate purchase price equal to at least Seventy-Five Million Dollars ($75,000,000).

     3.2 Conditions to the Corporation’s Obligations.

          (a) The obligations of the Corporation hereunder are subject to the accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties of each Purchaser contained herein and to the performance by each Purchaser of its obligations hereunder;

          (b) The Institutional Purchaser shall have received any and all necessary federal, state, governmental agency and bank regulatory approvals necessary for the purchase by the Institutional Purchaser of the Shares and the Preferred Stock pursuant to this Agreement, and any and all applicable waiting periods upon which such approvals are conditioned shall have expired; and

4

          (c) The Corporation and each Purchaser shall have entered into the Preemptive and Registration Rights Agreement.

4. REPRESENTATIONS AND WARRANTIES

     4.1 Representations, Warranties and Agreements of the Corporation. The Corporation represents and warrants to, and agrees with each Purchaser that as of the date hereof:

          (a) The authorized capital stock of the Corporation consists of 39,000,000 shares of Common Stock, no par value, of which 22,778,374 shares are outstanding as of the date of this Agreement and 1,000,000 shares of preferred stock, no par value, of which no shares are outstanding as of the date of this Agreement.

          (b) Since December 31, 2006, the Corporation and each Subsidiary have filed all material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Federal Reserve, the Securities and Exchange Commission (the “SEC”), the Office of Thrift Supervision (the “OTS”), the Federal Deposit Insurance Corporation (the “FDIC”) and any other applicable federal or state securities or banking authorities, except where the failure to file any such report, registration or statement would not reasonably be expected to have a Material Adverse Effect. All such reports and statements filed with any such regulatory body or authority are collectively referred to herein as the “Corporation Reports”. As of their respective dates, the Corporation Reports complied as to form in all material respects with all the rules and regulations promulgated by the Federal Reserve, the OTS, the FDIC and any other applicable foreign, federal or state securities or banking authorities, as the case may be.

          (c) The records, systems, controls, data and information of the Corporation and the Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Corporation or the Subsidiaries or their accountants (including all means of access thereto and therefrom). The Corporation (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Corporation, including the Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Corporation by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Corporation’s outside auditors and the audit committee of the Corporation’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal controls over financial reporting. As of the date hereof, to the knowledge of the Corporation, there is no reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to

5

the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, without qualification, when next due.

          (d) Except as previously disclosed in writing to the Institutional Purchaser, since September 30, 2007, no change has occurred and no circumstances exist (including any changes, occurrences, circumstances or facts existing prior to September 30, 2007 but which become known on or after September 30, 2007) that is not disclosed in the Disclosure Materials which, individually or in the aggregate, have had or are reasonably likely to have a Material Adverse Effect.

          (e) The Corporation and each Subsidiary have all permits, licenses, authorizations, orders and approvals of, and have made all filings, applications and registrations with, any governmental entities that are required in order to carry on their business as presently conducted and that are material to the business of the Corporation or such Subsidiary, except where the failure to have such permits, licenses, authorizations, orders and approvals or the failure to make such filings, applications and registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all such permits, licenses, certificates of authority, orders and approvals are in full force and effect and, to the knowledge of the Corporation, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current.

          (f) The Corporation has timely filed all documents required to be filed with the SEC pursuant to Section 13(a) or 15(d) and Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Corporation has furnished to each Purchaser or otherwise made available a copy of each of the following: (i) the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC; (ii) the Corporation’s proxy statement for its 2007 Annual Meeting of Stockholders held on April 26, 2007, as filed with the SEC on March 14, 2007; (iii) the Corporation’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, as filed with the SEC; and (iv) the Corporation’s Current Reports on Form 8-K as filed with the SEC since December 31, 2006 (items (i) through (iv) collectively, the “Disclosure Materials”), which Disclosure Materials include, among other things, audited consolidated financial statements of the Corporation for its fiscal years ended December 31, 2005 and 2006, and unaudited interim financial statements of the Corporation for each of its fiscal quarters ended March 31, 2007, June 30, 2007 and September 30, 2007, respectively. As of the date hereof and as of the Closing Date, each of the documents comprising a part of the Disclosure Materials, when such documents are considered together as a whole, did not contain or will not contain any untrue statement of material fact or omitted to state or will not omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

          (g) Based upon the representations and warranties of each Purchaser contained herein, the Corporation is not required by applicable law or regulation in connection with the offer, sale and delivery of the Shares to the Purchasers and, in the case of the Preferred

6

Stock, to the Institutional Purchaser, in the manner contemplated by this Agreement to register the Shares or the Preferred Stock under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws.

          (h) The Corporation and each of the Corporation’s subsidiaries listed on Schedule II hereto (collectively the “Subsidiaries”) (i) have been duly incorporated or organized and are validly existing in good standing under the laws of their respective jurisdictions of incorporation or organization, (ii) are duly qualified to do business and are in good standing as foreign corporations or organizations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified would not reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Corporation and its Subsidiaries (taken as a whole), or which would not reasonably be expected to materially and adversely affect the assets or properties of the Corporation and its Subsidiaries (taken as a whole), or which would not reasonably be expected to materially and adversely affect the Transactions as defined herein (individually or in the aggregate, a “Material Adverse Effect”, except that the mere filing of any action, claim, suit or order relating to any actual or threatened litigation involving the Corporation, any of its Subsidiaries or any of its employees after the date of this Agreement (rather than the actual facts and circumstances underlying such action, claim, suit or order) shall not be deemed a “Material Adverse Effect”); and (iii) have all corporate power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are currently engaged.

          (i) All of the issued shares of capital stock of the Corporation have been duly and validly authorized and issued, are fully paid and non-assessable and no such shares were issued in violation of the preemptive or similar rights of any security holder of the Corporation. No person has any preemptive or similar right to purchase any shares of capital stock of the Corporation. Except as disclosed in the Disclosure Materials and for the 3,882,831 shares of Common Stock reserved for issuance under the Corporation’s equity compensation or other employee benefit or compensation plans, arrangements, or agreements, there are no outstanding warrants, options or other rights to subscribe for or purchase any of the Corporation’s capital stock and no restrictions upon the voting or transfer of any capital stock of the Corporation pursuant to the Corporation’s charter or bylaws or any agreement or other instrument to which the Corporation is a party or by which the Corporation is bound.

          (j) The Shares have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefor in the manner contemplated by this Agreement, will be validly issued, fully paid and non-assessable, and there are no preemptive rights relating to the issuance of the Shares. The shares of Preferred Stock have been duly authorized by the Corporation and, when issued and delivered by the Corporation against payment therefore in the manner contemplated hereunder, will be validly issued, fully paid and non-assessable, and there are no preemptive rights relating to the issuance of the Preferred Stock to be issued to the Institutional Purchaser pursuant to this Agreement.

7

          (k) This Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against the Corporation in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

          (l) The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the Preferred Stock in the manner contemplated hereby, and the consummation of the transactions contemplated herein (collectively, the “Transactions”), will not violate any of the provisions of the Certificate of Incorporation, including the Certificate of Designations, or By-laws of the Corporation; and no consent, approval, authorization or order of, or filing or registration with any such person (including, without limitation, any such court or governmental agency or body) is required for the consummation of the Transactions by the Corporation, except such as may be required under state securities laws or Regulation D under the Securities Act, or required by The Nasdaq Stock Market, and with respect to the Preferred Stock, as required under the DGCL.

          (m) The audited consolidated financial statements (including the related notes) included or incorporated in the Disclosure Materials present fairly, in all material respects, the financial condition and results of operations of the Corporation and its subsidiaries, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved.

          (n) Except as disclosed in the Disclosure Materials or as previously disclosed to the Institutional Purchaser in writing, there is no action, suit or proceeding before or by any court or governmental agency or body or any labor dispute now pending or, to the knowledge of the Corporation, threatened against the Corporation or any of its Subsidiaries, which would reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Corporation, all pending legal, arbitral or governmental proceedings or investigations to which the Corporation or any of its Subsidiaries are a party or have been threatened, or of which any of their assets or properties is the subject which are not described in the Disclosure Materials, including ordinary routine litigation incidental to the business of the Corporation or any of its Subsidiaries, are, considered in the aggregate, not material to the Corporation and its Subsidiaries.

          (o) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Transactions is in effect.

          (p) Since December 31, 2006, neither the Corporation nor any Subsidiary has engaged in conduct that it knew to be a violation of any applicable law or contractual obligation relating to the recruitment, hiring, extension of offers of employment, retention or solicitation of any current employee of the Corporation or any Subsidiary.

8

           (q) No broker’s, finder’s, investment banker’s or similar fee or commission has been paid or will be payable by the Corporation with respect to, or for any services rendered to the Corporation ancillary to, the offer, issue and sale of the Shares and Preferred Stock contemplated by this Agreement other than, to the extent set forth in Schedule 4.1(r) to this Agreement, (i) fees payable to Morgan Stanley & Co. Incorporated (“Morgan Stanley”) for acting as financial advisor to the Corporation in connection with the Transactions, (ii) fees payable to Keefe, Bruyette & Woods, Inc. (“KBW”) for acting as financial advisor to the Corporation in connection with the Transactions, and (iii) fees payable to William Blair & Company, L.L.C. (“Blair”) for acting as a financial sub-advisor to the Corporation in connection with the Transaction, each of which will be paid by the Corporation.

          (r) Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf (excluding Morgan Stanley, Blair, Baird (as defined below), Mesirow (as defined below) and each of its affiliates, as to which no representation is made) has offered the Shares or Preferred Stock or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person through any “general solicitation” or “general advertising” (as such terms are used in Rule 502(c) of the Securities Act). Neither the Corporation nor, to the best of its knowledge, anyone acting on its behalf (excluding Morgan Stanley, Blair, Baird, Mesirow and each of its affiliates, as to which no representation is made) has taken, or will take, any action that would subject the issuance or sale of the Shares or the Preferred Stock to the registration requirements of Section 5 of the Securities Act.

     4.2 Representations and Warranties and Agreements of the Purchasers. Each Purchaser, or with respect to paragraph 4.2(k) below, only the Institutional Purchaser, named on Schedule I, severally and not jointly, represents and warrants to, and agrees with the Corporation that, as of the date hereof:

          (a) Such Purchaser has full power and authority to enter into this Agreement and this Agreement constitutes a valid and legally binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

          (b) If the Purchaser is a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all the requisite power and authority to purchase the Shares as provided herein; (ii) it is not an “investment company”, as that term is defined in the 1940 Act or the rules and regulations promulgated thereunder; (iii) such investment does not result in any violation of, or conflict with, any term or provision of the charter or bylaws of the Purchaser or any other instrument or agreement to which the Purchaser is a party or by which it is bound; and (iv) such investment has been duly authorized by all necessary action on behalf of the Purchaser.

9

          (c) If the Purchaser is purchasing the Shares or any Preferred Stock in a representative or fiduciary capacity, the representations and warranties contained herein (and in any other written statement or document delivered to the Corporation in connection herewith) shall be deemed to have been made on behalf of the person or persons for whom such Shares or Preferred Stock are being purchased.

          (d) If the Purchaser is a corporation or a partnership, the Purchaser and the person signing this Agreement on its behalf hereby represent and warrant that the information contained in this Agreement and any Offeree Questionnaire completed on behalf of such corporation or partner of such partnership is true and correct with respect to such stockholders or partners (and if any such stockholder or partner is itself a corporation or a partnership, with respect to all persons having an interest in such corporation or partnership, whether directly or indirectly) and that the Purchaser and the person signing this Agreement have made due inquiry to determine the truthfulness and accuracy of such information.

          (e) Such Purchaser is purchasing the Shares, and with respect to the Institutional Purchaser the shares of Preferred Stock, for Purchaser’s own account and not with a view to or for sale in connection with any distribution thereof in a transaction that would violate or cause a violation of the Securities Act or the securities laws of any state or any other applicable jurisdiction. If the Purchaser is an entity, the Purchaser has not been organized solely for the purpose of acquiring the Shares or Preferred Stock.

          (f) Such Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act and understands and agrees that the offer and sale of the Shares to Purchasers hereunder, and with respect to the Institutional Purchaser the shares of Preferred Stock hereunder, have not been registered under the Securities Act or any state securities law in reliance on the availability of an exemption from such registration requirements based on the accuracy of the Purchaser’s representations in this Section 4.2.

          (g) In the normal course of such Purchaser’s business or affairs, Purchaser invests in or purchases securities similar to the Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares, and with respect to the Institutional Purchaser the shares of Preferred Stock. Purchaser has received and has carefully reviewed the Disclosure Materials and understands the information contained therein and has relied solely upon the Disclosure Materials and independent investigations made by him in making the decision to invest in the Shares, and with respect to the Institutional Purchaser the shares of Preferred Stock. Purchaser understands that the Disclosure Materials contain certain “forward-looking” information regarding the Corporation and its business, and that the Corporation’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain, and undue reliance should not be placed on such statements, and Purchaser is not relying on such “forward-looking” information in deciding to purchase the Shares, and with respect to the Institutional Purchaser the shares of Preferred Stock. Purchaser has had access to such financial and other information concerning the Corporation and its Subsidiaries as Purchaser deemed necessary or desirable in making a

10

decision to purchase the Shares, and with respect to the Institutional Purchaser the shares of Preferred Stock, including an opportunity to ask questions and receive answers from officers of the Corporation and to obtain additional information (to the extent the Corporation possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Purchaser or to which Purchaser had access.

          (h) Such Purchaser is not relying on the Corporation or any of its affiliates or the Institutional Purchaser with respect to an analysis or consideration of the terms of or economic considerations relating to an investment in the Shares, or with respect to the Institutional Purchaser the shares of Preferred Stock. In regard to such considerations and analysis, the Purchaser has relied on the advice of, or has consulted with, only his, her or its own advisors, other than those advisors of the undersigned affiliated with the Corporation or any of its affiliates.

          (i) Such Purchaser acknowledges and is aware that there are substantial restrictions on the transferability of the Shares, and with respect to the Institutional Purchaser the shares of Preferred Stock. Purchaser understands that the Shares and shares of Preferred Stock have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 and may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom. Purchaser further understands that the Shares purchased hereby will be subject to a “Lock-up Period” as defined and described in Section 5.2 below. Furthermore, Purchaser acknowledges that each certificate evidencing the Shares purchased hereunder will bear a legend to the effect set forth below, and each Purchaser covenants that, except to the extent such restrictions are waived by the Corporation, such Purchaser shall not transfer the shares represented by any such certificate without complying with the restrictions on transfer described in the legend endorsed on such certificate:

     (I) THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. (II) FURTHERMORE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 5.2 OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 26, 2007, A COPY OF WHICH AGREEMENT IS ON FILE IN THE PRINCIPAL OFFICE OF THE CORPORATION.

     Purchaser understands that the Shares, and with respect to the Institutional Purchaser the shares of Preferred Stock, will not be, and except as provided in the Preemptive and Registration

11

Rights Agreement, Purchaser has no right to require that the Shares or Preferred Stock be, registered under the Securities Act.

     If any Shares or shares of Preferred Stock become eligible for sale pursuant to Rule 144(k) or any similar or successor provision, the Corporation shall, upon the request of the holder of such Shares or shares of Preferred Stock pursuant to this Agreement, remove the legend set forth in Section 4.2(i)(I) from the certificates for such Shares or shares of Preferred Stock. In addition, if in connection with any transfer a holder of the Shares or shares of Preferred Stock pursuant to this Agreement delivers to the Corporation an opinion of counsel which (to the Corporation’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that no subsequent transfer of such Shares or shares of Preferred Stock, as applicable, shall require registration under the Securities Act, then the Corporation promptly upon such contemplated transfer shall deliver new certificates for such Shares or shares of Preferred Stock, as applicable, which do not bear the Securities Act legend set forth in Section 4.2(i)(I). In addition, the Corporation shall, upon the request of a holder of such Shares or shares of Preferred Stock pursuant to this Agreement, after the expiration of the transfer restrictions set forth in Section 5.2 remove the legend set forth in Section 4.2(i)(II) from the certificates for such Shares or shares of Preferred Stock.

          (j) Such Purchaser acknowledges that Morgan Stanley was engaged by the Corporation to act as its financial advisor in connection with the Transactions and will receive a cash fee for its services, payable by the Corporation, as set forth on Schedule 4.1(r) hereto. Purchaser also acknowledges that KBW was engaged by the Corporation to act as its financial advisor in connection with the Transactions and will receive a cash fee plus reimbursement of fees and expenses for its services, payable by the Corporation, as set forth on Schedule 4.1(r) hereto. Furthermore, such Purchaser acknowledges that each of Robert W. Baird & Co. Incorporated (“Baird”), William Blair & Company, L.L.C. (“Blair”) and Mesirow Financial, Inc. (“Mesirow”) was engaged by the Corporation to act as a financial sub-advisor in connection with the Transactions and that Blair will receive a cash fee for its services, payable by the Corporation, as set forth on Schedule 4.1(r) hereto. To the extent that each of Baird and Mesirow purchase Shares pursuant to this Agreement, neither firm will be compensated for its services in connection with the Transactions.

          (k) Institutional Purchaser represents and warrants that no authorization, approval, consent, filing or registration with any federal Governmental Authority, or to the actual knowledge of the Institutional Purchaser any other Governmental Authority, is necessary in order to consummate the Transactions at the Closing Date and, assuming receipt of the Fed Determination, other than the Institutional Purchaser’s agreement with the Federal Reserve to certain customary passivity requirements that permit the Institutional Purchaser to have at least one director or one observer (in each case as contemplated by Section 5.3) with the Federal Reserve, Institutional Purchaser knows of no reason why any Governmental Authority, approvals or actions necessary for it to purchase all shares subscribed for may be denied or unduly delayed due solely to the nature of the Institutional Purchaser.

12

5. ADDITIONAL AGREEMENTS

     5.1 Availability of Information. The Corporation agrees to use its best efforts to timely file all periodic reports required under Sections 13(a), 15(d) and 14(a) of the Exchange Act and to maintain the listing of its Common Stock, including the Shares, on the Nasdaq Global Select Market, the New York Stock Exchange or other similar stock exchange for a period of at least three years following the Closing Date.

     5.2 Lock-up Agreement. From and after the Closing Date until the Lock-up Expiration Date (as defined below) (the “Lock-up Period”), the undersigned Purchaser agrees that, without the prior written consent of the Corporation, he, she or it shall not directly or indirectly (i) offer, transfer, sell, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any Shares of Common Stock purchased by the Purchaser pursuant to this Purchase Agreement (including, without limitation, the shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement and Shares of Common Stock of the Corporation which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC), (ii) enter into any Hedging Transaction (as defined below) involving the Shares purchased by the undersigned pursuant to this Purchase Agreement, or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement, (iii) make any demand for, or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for the Common Stock purchased by the undersigned pursuant to this Purchase Agreement, or (iv) publicly announce any intention to do any of the foregoing (each of the foregoing referred to as a “Disposition”), except (a) in connection with a bona fide pledge to, or similar arrangement in connection with a bona fide borrowing from, a financial institution, (b) in the event of a change in control of the Corporation whereby 25% or more of the Corporation’s outstanding voting stock is acquired by a third party, (c) in the event that any necessary Governmental Agency approvals that are a condition precedent to the Closing are not obtained for any reason, (d) that the Purchaser may tender a proportionate part of its Shares or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement in the event of a tender offer by a third party that is recommended or not opposed by the Corporation’s Board of Directors, or (e) in the event that the independent directors serving on the Corporation’s Board of Directors on the date of this Agreement no longer constitute a majority of the Corporation’s Board of Directors. The foregoing restrictions shall not apply to transfers by a Purchaser of any or all of the Shares purchased by the Purchaser pursuant to this Agreement or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement to any affiliate of the Purchaser or to a foundation or charitable organization, provided that such transferee agrees in writing to the terms of this Section 5.2. The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period even if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means any short sale (whether or not against the box) or

13

any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock. For purposes of this Agreement, the “Lock-up Expiration Date” means: (1) with respect to one-half of the Shares purchased by Purchaser hereunder and shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement, in the aggregate, the first anniversary of the Closing Date; and (2) with respect to the remaining one-half of the Shares purchased by Purchaser hereunder and shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement, in the aggregate, the second anniversary of the Closing Date; provided, however, that in the case of any event specified in clause (b) or (e) above, the “Lock-up Expiration Date” means the date of such event, and in the case of any event specified in clause (c) above, the “Lock-up Expiration Date” means: (x) with respect to one-half of the Shares purchased by Purchaser hereunder and shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement, in the aggregate, six months from the Closing Date and (y) with respect to the other one-half of the Shares purchased by Purchaser hereunder and shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this Agreement, in the aggregate, the first anniversary of the Closing Date. The undersigned agrees that the Corporation may (i) with respect to any Shares purchased hereunder and shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this agreement, cause the transfer agent for the Corporation to note stop transfer instructions with respect to such shares on the transfer books and records of the Corporation and (ii) with respect to any Shares or shares of Common Stock issuable upon the conversion of the Preferred Stock purchased by the Institutional Purchaser pursuant to this agreement for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such shares to cause the transfer agent for the Corporation to note stop transfer instructions with respect to such shares on the transfer books and records of the Corporation, until the Lock-up Expiration Date with respect to all the shares purchased hereby.

     5.3 Directorship.

          (a) The Corporation agrees that, prior to the Closing Date, the Board of Directors of the Corporation (the “Board”) will increase the size of the Board if necessary to effect the provisions of this Section 5.3, and designate and take any and all actions necessary to appoint the designee of the Institutional Purchaser (such person and any successor designated by the Institutional Purchaser, the “Board Representative”), as a Class III member of the Board with a term expiring in 2010 and as a member of the Executive and Planning Committee, and any successor or comparable committees thereto. The Corporation agrees that such designation and appointment of the Board Representative does not require any prior notice to or approval by any Governmental Authority. The Board Representative shall initially be Collin E. Roche unless the Institutional Purchaser otherwise notifies the Corporation in writing at least two days prior to the Closing Date. The Corporation further agrees that it will (i) nominate the Board Representative for election to the Board at every annual or special meeting of the Corporation’s stockholders to

14

elect any Class III director (or if the Board ceases to be so classified, to elect one director) to serve as member of the Board for the applicable term, (ii) recommend to the stockholders that they vote to elect the Board Representative as a member of the Board at any such meeting, and (iii) include such recommendation in a timely manner in any proxy or other communication with the Corporation’s stockholders or the public regarding such election. If the Board Representative fails to complete any term of office to which he is appointed or elected in accordance with this Section 5.3, whether due to his death, resignation, retirement, disqualification, or removal, the Board shall vote for and take any and all actions necessary to appoint such other designee of the Institutional Purchaser as the Board Representative to complete the remainder of such term. The Board Representative may resign from the Board at any time by giving written notice to the Corporation at its principal executive office, and such resignation shall be effective without acceptance when the notice is given to the Corporation, unless a later effective time is specified in the notice. Notwithstanding the above, except as specifically set forth above, nothing in this Section 5.3 is meant to confer upon the Institutional Purchaser the right to cause the Board to appoint any specific person(s) to serve as a director of the Corporation; provided, however, that the Corporation shall be obligated to accept one such nominee of the Institutional Purchaser, under the Corporation’s procedures as described above; provided, further, that the right to a Board Representative shall not apply if the Institutional Purchaser ceases to own 50% or more of the Corporation’s capital stock acquired directly or indirectly as a result of the Transactions.

          (b) Any such Board Representative shall be entitled to the same rights and compensation as the then current directors of the Corporation at any time such Board Representative is serving as a director.

          (c) If the Institutional Purchaser holds over 4.9% of the Common Stock (assuming conversion of the Preferred Stock) of the Corporation and does not hold a board seat, for any reason, the Institutional Purchaser shall have the right to designate, in its sole discretion, one individual (the “Observer”) to attend all meetings of the Board of Directors of the Corporation. The Observer shall not be entitled to vote upon any matters submitted to a vote of the Board of Directors, but shall be entitled to receive all reports, presentations and materials as if it were a member of the Board of Directors.

     5.4 Regulatory Matters. Each of the Corporation and Institutional Purchaser agrees to use reasonable efforts to take all actions and to do all things necessary, proper or advisable to obtain a Fed Determination and any other authorizations, consents, orders and approvals of all Governmental Authorities necessary for Institutional Purchaser to purchase the Shares and the Preferred Stock on the Closing Date on terms consistent with the terms set forth in this Agreement (including without limitation the ability to appoint a Board Representative pursuant to Section 5.3 below), including, without limitation, entering into an agreement with the Federal Reserve providing for such customary passivity covenants and commitments by the Institutional Purchaser as the Federal Reserve may require in form and substance satisfactory to the Institutional Purchaser for purposes of both the BHC Act and the CIBC Act (provided that Institutional Purchaser shall not be required to forfeit any rights Institutional Purchaser is specifically entitled to receive pursuant to this Agreement, including without limitation the

15

ability to appoint a director pursuant to Section 5.3 below). Institutional Purchaser and the Corporation each agree to make an appropriate filing of a notification and report form pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to the transactions contemplated by this Agreement (including any proposed or contemplated open market purchases and conversion of Preferred Stock by the Institutional Purchaser) promptly after the date of this Agreement and to supply promptly any additional information and documentary material that may be requested pursuant to the HSR Act. The Corporation will bear the total cost of any filings required by Institutional Purchaser under the HSR Act.

     5.5 Publicity. Purchaser acknowledges that the Corporation will publicly announce the entering into this Agreement and the completion of the Transactions as soon as practicable following the date hereof and in any event not later than the fourth business day after the Closing Date, and Purchaser hereby agrees that the Corporation may specifically name Purchaser as one of the Purchasers of Shares and, in the case of the Institutional Purchaser, the Preferred Stock, in this offering in any such announcement and in any public disclosure regarding the Transactions thereafter, provided, however, that prior to making any such disclosure, the Corporation will provide the Institutional Purchaser a reasonable period of time (but not more than three business days) to review and provide input with respect to such disclosure which the Corporation may, in its reasonable discretion, consider including in such announcement and/or disclosure.

     5.6 Indemnification of Purchasers. The Corporation shall indemnify and hold Purchasers harmless from and against all claims in respect of all fees paid or payable to Morgan Stanley, KBW and Blair in connection with this Agreement and the transactions contemplated thereby.

     5.7 Indemnification of the Corporation. Purchaser acknowledges that he, she or it understands the meaning and legal consequences of the representations, warranties and covenants contained in Section 4.2 hereof, and hereby agrees to indemnify and hold harmless the Corporation and its Subsidiaries, and each of its and its Subsidiaries’ directors, officers, employees, agents and affiliates, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of the Purchaser contained in this Agreement.

     5.8 Confidentiality; Confidentiality and Standstill Agreement; Additional Standstill Commitment.

          (a) For so long as a Purchaser owns any Shares or Preferred Stock, the Purchaser agrees and agrees to cause its Representatives (as defined below) (to the extent such Representatives are provided any such confidential information by the Corporation or Purchaser), to keep confidential any information obtained from the Corporation, except to the extent that such information can be shown to have been (i) previously known on a non-confidential basis by such Purchaser or its Representatives (as hereinafter defined), (ii) in the public domain through no fault of such Purchaser or its Representatives or (iii) later acquired by such Purchaser from sources other than the Corporation or any of its Subsidiaries not known

16

by such Purchaser or its Representatives, as applicable, to be bound by any confidentiality obligation; provided that a Purchaser may disclose such information if required by judicial or administrative process or by other requirements of law or national stock exchange, subject to compliance with the following sentence. In the event any Purchaser pursuant to this Agreement or anyone to whom any of them transmit confidential information is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demand or similar process) to disclose any such information, such Purchaser shall (x) provide the Corporation with prompt notice so that the Corporation may seek a protective order or other appropriate remedy and/or waive such holder’s compliance with the provisions of this section, (y) furnish only that portion of such information that such Purchaser is advised by counsel is legally required and (z) at the Corporation’s expense and direction, exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. For purposes of this Agreement, “Representative” shall mean, with respect to any person, any of such person’s officers, directors, employees, agents, attorneys, accountants, consultants, equity financing partners or financial advisors or other person associated with, or acting for or on behalf of, such person.

          (b) The terms, provisions, rights and obligations of the Purchaser and the Corporation included in that certain Confidentiality and Standstill Agreement (the “CA”) previously entered into between the Purchaser and the Corporation in connection with the evaluation by the Purchaser of the Transactions contemplated by this Agreement, including such CA, shall terminate and be of no further force or effect as of the Closing (as contemplated by Section 7 of the CA). In addition, each Purchaser agrees that, without the prior written consent of the Board of Directors of the Corporation, neither such Purchaser nor its affiliates shall acquire shares of voting or nonvoting stock (whether in the form of common or preferred stock) of the Corporation if, after such acquisition, the Purchaser and affiliates would hold more than 14.9% of the Corporation’s voting stock.

     5.9 Certain Covenants.

          (a) For so long as the Institutional Purchaser or any of its affiliates holds Shares or any shares of Preferred Stock, the Corporation shall deliver to the Institutional Purchaser and such affiliates as soon as available, consolidated statements of income and cash flows of the Corporation and its Subsidiaries for each month and for the period from the beginning of the fiscal year to the end of such month, and consolidated balance sheets of the Corporation and its Subsidiaries as of the end of such fiscal month, setting forth in each case comparisons to the Corporation’s annual budget and to the corresponding period in the preceding fiscal year, in each case prepared in accordance with GAAP.

          (b) For so long as the Institutional Purchaser or any of its affiliates holds Shares or any shares of Preferred Stock, the Corporation shall permit the Institutional Purchaser and its affiliates and any of their respective Representatives, upon reasonable notice and during normal business hours and at such other times as the Institutional Purchaser or its affiliates may reasonably request, to (i) visit and inspect any of the properties of the Corporation and its

17

Subsidiaries, (ii) examine the corporate and financial records of the Corporation and its Subsidiaries and make copies thereof or extracts therefrom and (iii) discuss the affairs, finances and accounts of any such corporations with the directors, officers and key employees of the Corporation and its Subsidiaries, and the Corporation shall use its best efforts to cause the independent accountants of the Corporation and its Subsidiaries to be available to the Institutional Purchaser, its affiliates and their respective Representatives (at reasonable times and upon reasonable notice); provided however, that in the case of each of Section 5.9(a) and 5.9(b) hereof, the Institutional Purchaser shall, and shall cause its Representatives to, be bound by the provisions of Section 5.8(a).

     5.10 Subsequent Sales of Common Stock. The Corporation shall not take any action or omit to take any action which would cause the Transactions or any portion thereof to require a vote of the Corporation’s stockholders.

6. MISCELLANEOUS

     6.1 Survival of Representations and Warranties. All statements contained in any officers’ certificates delivered by or on behalf of the Corporation or any of its Subsidiaries pursuant to this Agreement or in connection with the Transactions contemplated hereby will be deemed representations or warranties of the Corporation under this Agreement. All representations and warranties contained in this Agreement made by or on behalf of the Corporation or the Purchasers will survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of the Corporation or the Purchasers, and the sale and purchase of the Shares and the Preferred Stock under this Agreement, and, except for representations and warranties set forth in Section 4.1(h), (i), (j), (k), (l), (m), (n), (o), (p) and (r) and Section 4.2(k) shall expire on the first anniversary of the Closing Date.

     6.2 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by or against the respective successors and assigns of the parties hereto.

     6.3 Notices. All written communications provided for herein are required to be sent by U.S. Certified Mail or recognized overnight delivery service (with charges prepaid) and (i) if to a Purchaser, addressed to such Purchaser at the address as specified for such communications in the Schedule of Purchasers attached hereto as Schedule I, or at such other address as such Purchaser may have specified to the Corporation in writing, and (ii) if to the Corporation, addressed to it at:

PrivateBancorp, Inc.
70 West Madison Street
Suite 900
Chicago, Illinois 60602
Attention: Christopher J. Zinski, Esq.

18

or at such other address as the Corporation may have specified to the Purchaser in writing. Notices under this Section 6.3 shall be deemed given only when actually received.

     6.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS OF SUCH STATE.

     6.5 Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

     6.6 Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

     6.7 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

     6.8 Expenses. Each Purchaser and the Corporation shall bear all expenses incurred by it in connection with the Agreement and the Transactions contemplated hereby; provided however, the Corporation shall promptly reimburse the Institutional Purchaser and its affiliates for their actual out-of-pocket costs and expenses (including, without limitation, attorneys’, accountants’, consultants’ and other advisors’ fees and expenses and any filing fees with respect to any required regulatory or Government Authority approvals) arising in connection with this Agreement, the Preemptive and Registration Rights Agreements and the Transactions, which amount shall not exceed $1,000,000.

     6.9 Construction. Each agreement contained herein shall be construed (absent express provision to the contrary) as being independent of each other agreement contained herein, so that compliance with any one agreement shall not (absent such an express contrary provision) be deemed to excuse compliance with any other agreement. Where any provision herein refers to action to be taken by any person or entity, or which such person or entity is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person or entity.

[SIGNATURE PAGE FOLLOWS]

19

     If the foregoing correctly sets forth the agreement between the Corporation and the Purchaser, please indicate your acceptance in the space provided for that purpose below.

Very truly yours, PRIVATEBANCORP, INC.
By:
	Name:	Larry D. Richman
	Title:	President and Chief Executive Officer

SEPARATE SIGNATURE PAGE FOR EACH PURCHASER ATTACHED

20

SIGNATURE PAGE

PURCHASER NAME	No. of Shares to be Purchased
	$	28.71
	Price per Share

By:		Date:
	Name:
	Title:
Exact Name for Registration of Shares:
Registered Address:		Mailing Address:

Contact Person:                                                                 
     Telephone:                                                                   
     Facsimile:                                                                    
     Email:                                                                          

Number of Shares Owned of Record or Beneficially Prior to Purchase: *

* Provide details regarding the nature of any direct or indirect beneficial ownership:  

Provide information regarding any affiliation or business relationship you have or had with PrivateBancorp, Inc. since January 1, 2004 (other than through stock ownership):                                                                                                                                                                              

21

SCHEDULE I

SCHEDULE OF PURCHASERS

	DOLLAR
	AMOUNT OF		NO. OF
NAME OF PURCHASER	INVESTMENT		SHARES
GTCR FUND IX/A, L.P.	$	50,244,280		1,750,062
GTCR FUND IX/B, L.P.		8,377,578		291,800
GTCR CO-INVEST III, L.P.		378,139		13,171
Mesirow Financial Holdings, Inc.		25,000,000		870,777
Mesirow Financial Capital Partners IX, LP		15,000,000		522,466
Edgewater Growth Capital Partners II		25,000,000		870,777
Baird Financial Corporation		15,000,000		522,466
SABA Investment Partners, LLC, Series 2		5,250,000		182,863
Bruce R. Cohen and Howard B. Hirschfield, as Co-Trustees of the Wildwood Trust #3 U/A/D 7/24/87		250,000		8,707
William M. Doyle Jr. and Jack M. Cohen, as Co-Trustees of the Wildwood Trust #1 U/A/D 7/24/87		250,000		8,707
William M. Doyle Jr., Bernice G. Cohen, Michael A. Cohen and Bruce R. Cohen, as Co-Trustees of the Benjamin B. Cohen 1991 Trust U/A/D 12/1/91		750,000		26,123
B.B. Cohen & Company, LLC		750,000		26,123
John A. Edwardson		1,000,000		34,832
Avy H. Stein		1,000,000		34,832
Jeffrey Levitetz		1,000,000		34,832
John Miller and Steven Taslitz as Designee [?]		1,000,000		34,832
Global Investor Fund, LLC		10,000,000		348,310
TOTAL	$	160,250,000		5,581,680

	DOLLAR AMOUNT OF		NO. OF SHARES OF PREFERRED
NAME OF PURCHASER	INVESTMENT		STOCK
GTCR FUND IX/A, L.P.	$	34,915,523		1,216.145
GTCR FUND IX/B, L.P.		5,821,728		202.777
GTCR CO-INVEST III, L.P.		262,754		9.152
TOTAL	$	41,000,005		1,428.074

SCHEDULE II

LIST OF SUBSIDIARIES

	Jurisdiction of Incorporation or
Name of Subsidiary	Organization
The PrivateBank and Trust Company	Illinois
Lodestar Investment Counsel, LLC (80% owned)	Delaware
The PrivateBank Securities, LLC	Delaware
PB Real Estate, LLC	Delaware
The PrivateBank	Federal (OTS)
TrustCo, LLC	Missouri
The PrivateBank	Michigan
The PrivateBank Mortgage Company	Michigan
BBH Financial Advisors, Inc.	Michigan
The PrivateBank	Georgia
The PrivateBank, N.A.	Federal (OCC)
The PrivateBank Mortgage Company, LLC	Illinois
PrivateBancorp Statutory Trust II	Delaware
PrivateBancorp Statutory Trust III	Connecticut
Bloomfield Hills Statutory Trust I	Delaware
Private Investment Limited Partnership I	Illinois

SCHEDULE 4.1(R)

to
Stock Purchase Agreement
dated as of 3:00 p.m. EST on November 26, 2007
by and between
PrivateBancorp, Inc.
and
Each of the Purchasers Listed on the Schedule of Purchasers Attached Thereto

Fees Payable to each of the Financial Advisors or Sub-Advisors to PrivateBancorp, Inc. in connection with the Transactions contemplated by the Stock Purchase Agreement:

Name of Firm	Amount of Fee Payable by Company
1. Morgan Stanley & Co. Incorporated	2% of the aggregate dollar amount of the proceeds of the offering
2. Keefe, Bruyette & Woods, Inc.	$175,000
3. William Blair & Company, L.L.C.	7.5 basis points of the aggregate dollar amount of the proceeds of the offering

EXHIBIT A
DRAFT FORM OF OPINION OF
VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.

[December __], 2007

To:	The Purchasers named on Schedule I hereto
Re:	PrivateBancorp, Inc.

Ladies and Gentlemen:

     This opinion is being furnished to you pursuant to Section 3.1(g) of the Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among PrivateBancorp, Inc., a Delaware corporation (the “Corporation”), and the persons named therein as Purchasers (the “Purchasers”), relating to the issuance and sale by the Corporation to the Purchasers of up to an aggregate of 5,294,328 shares of Common Stock, no par value, of the Corporation (the “Shares”) and up to 1,428.074 shares of Series A Junior Nonvoting Preferred Stock (the “Preferred Stock”) of the Corporation. Capitalized terms used but not defined in this opinion shall have the meanings described to them in the Purchase Agreement.

     In rendering this opinion, we have examined such documents and records as we deemed appropriate, including the following:

     (i) Copy of the Amended and Restated Certificate of Incorporation of the Corporation, as amended, certified as of a recent date by the Secretary of State of the State of Delaware;

     (ii) Copy of the Amended and Restated By-laws of the Corporation, certified by the Secretary of the Corporation to be a true and complete copy;

     (iii) Certificate dated as of a recent date of the Secretary of State of the State of Delaware certifying as to the incorporation and good standing of the Corporation under the laws of the State of Delaware;

     (iv) Certificate dated as of a recent date of the Secretary of State of the State of Illinois certifying as to the good standing of the Corporation to do business under the laws of the State of Illinois.

     (v) Copies, certified by the Secretary of the Corporation to be true and complete, of the resolutions duly adopted by the Board of Directors of the Corporation on [DATE] and [DATE];

     (vi) Copy of the Purchase Agreement;

     (vii) A copy of the Certificate of Designations of the Preferred Stock;

     (viii) Copies of the Disclosure Materials; and

     (ix) Copies of the certificates evidencing the Shares and the shares of Preferred Stock..

     In connection with this opinion, we have examined and relied upon the originals or copies of such records of the Corporation, certificates of officers of the Corporation, certificates of transfer agents and public officials, and such other documents as we have deemed relevant and necessary as a basis for our opinions. We have also reviewed and relied upon the factual representations set forth in the Purchase Agreement.

     In the course of our examination, we have assumed the genuineness of all signatures other than signatures by officers of the Corporation, the authenticity of all documents submitted to us as originals, and the conformity to original documents of documents submitted to us as certified or photostatic copies.

     Based upon the foregoing, we are of the opinion that:

     (a) The Corporation and each of its Subsidiaries are validly existing in good standing under their respective jurisdictions of incorporation or organization.

     (b) The Certificate of Designation has been adopted by the Corporation in accordance with all applicable legal requirements.

     (c) The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Corporation, has been duly executed and delivered by the Corporation and constitutes the valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, by general equitable principles (regardless of whether considered in a proceeding in equity or at law) or by matters of public policy.

     (d) The issuance of the Shares and the shares of the Preferred Stock has been duly authorized by all necessary corporate action on the part of the Corporation and, when paid for in accordance with the Purchase Agreement, the Shares and the shares of the Preferred Stock will be duly authorized, validly issued, fully paid and non-assessable.

     (e) Except as previously made or obtained or as may be required under state securities or blue sky laws, the rules and regulations of The Nasdaq Stock Market, or the General Corporation Law of the State of Delaware, as the case may be, no authorization, approval, consent, order, registration, qualification, filing or decree of any court or governmental authority or agency is necessary for the execution, delivery and performance by the Corporation of its obligations under the Purchase Agreement.

     (f) The issuance, sale and delivery of the Shares and the shares of the Preferred Stock by the Corporation to the Purchasers and, in the case of the Preferred Stock, to the Institutional

Purchaser, under the circumstances contemplated by the Purchase Agreement is not required to be registered under the Securities Act of 1933, as amended.

     (g) Neither the Corporation nor any of its Subsidiaries is an “investment company” required to be registered under the Investment Company Act of 1940, as amended.

     (h) The execution and delivery by the Corporation of the Purchase Agreement, and the performance by the Corporation of its agreements under the Purchase Agreement, do not (i) violate the Corporation’s Certificate of Incorporation, including the Certificate of Designations, or By-laws, or (ii) result in a breach of, constitute a default under, or result in the creation of any material lien, security interest or other encumbrance upon any of the Corporation’s or any of its Subsidiaries’ properties under, any agreement (a) listed as an exhibit to the Corporation’s Annual Report on Form 10-K for its fiscal year ended December 31, 2006, (b) listed as an exhibit to the Corporation’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007, June 30, 2007 or September 30, 2007, and (c) listed as an exhibit to the Corporation’s Current Reports on Form 8-K filed but not furnished since December 31, 2006.

     This opinion is limited to the specific issues addressed herein and is limited in all respects to laws and facts existing on the date hereof. By rendering this opinion, we do not undertake to advise you of any changes therein which may occur after the date hereof.

     We express no opinion herein with respect to the laws of any jurisdiction other than the laws of the State of Illinois, the General Corporation Law of the State of Delaware and the federal laws of the United States.

     This opinion is rendered to you solely for your benefit in connection with the Transactions, and may not be relied upon by you for any other purpose, or by any other person for any purpose, without our prior written consent.

Very truly yours,
 

EX-99.4

EXHIBIT 4

PREEMPTIVE AND REGISTRATION RIGHTS AGREEMENT

     THIS PREEMPTIVE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 26, 2007 by and among PrivateBancorp, Inc., a Delaware corporation (the “Company”), and the persons listed on the signature page hereof (referred to collectively herein, and including the Institutional Investor (as defined below), as the “Investors” and each individually as an “Investor”).

RECITALS

     WHEREAS, this Agreement is made pursuant to the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of November 26, 2007, by and among the Company and certain purchasers of shares of the Company’s common stock and the Company’s Series A Junior Nonvoting Preferred Stock (the “Series A Stock”) thereunder, including the Investors.

     WHEREAS, pursuant to the Stock Purchase Agreement, (a) each of the Investors has agreed to purchase from the Company pursuant to a private placement offering by the Company of shares of its Common Stock, no par value (the “Common Stock”) and/or shares of its Series A Stock (together with the Common Stock, the “Shares”), and (b) the Company will issue the Shares to the Investors in accordance therewith; and

     WHEREAS, in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Investors, and certain preemptive rights to the Institutional Investor, as set forth below.

     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1 GENERAL

     1.1 Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

     “Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such particular person or entity. For purposes of clarification GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., a Delaware limited partnership and GTCR Co-Invest III, L.P., a Delaware limited partnership, shall be deemed to be Affiliates.

     “Common Stock” means shares of common stock, no par value per share, of the Company.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

     “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

     “Holder” means any Investor, including the Institutional Investor and its Affiliates, who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 2.10 hereof.

     “Institutional Investor” means GTCR Fund IX/A, L.P., a Delaware limited partnership.

     “Institutional Investor Percentage Interest” means the aggregate percentage beneficial ownership of the Institutional Investor and its Affiliates of the Company’s outstanding shares of Common Stock on the date of determination (assuming conversion of the Series A Stock).

     “Lock-up Agreement” has the meaning assigned thereto in Section 5.2 of the Stock Purchase Agreement.

     “New Stock” means Common Stock or Series A Stock, or securities convertible into or exchangeable for Common Stock of the Company or which have voting rights or participation features with Common Stock of the Company, offered in a public or nonpublic offering by the Company.

     “Person” means any individual, corporation, partnership, joint venture, limited liability company, business trust, joint stock company, trust or unincorporated organization or any government or any agency or political subdivision thereof.

     “Qualified Equity Offering” means a public or nonpublic offering of Common Stock or Series A Stock, or securities convertible into or exchangeable for Common Stock of the Company or which have voting rights or participation features with Common Stock of the Company (collectively, “New Stock”) solely for cash and not pursuant to a Special Registration; provided, however, that none of the following offerings shall constitute a Qualified Equity Offering: (a) any offering pursuant to any stock purchase plan, stock ownership plan, stock option or equity compensation plan or other similar plan where stock is being issued or offered to a trust, other entity or otherwise, to or for the benefit of any employees, potential employees, officers or directors of the Company, or (b) any offering made as consideration pursuant to an acquisition (whether structured as a merger or otherwise), a partnership or joint venture or strategic alliance or investment by the Company or similar non-capital raising transaction (but not an offering to raise capital to fund an acquisition).

     “Register,” “registered,” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such registration statement.

     “Registrable Securities” means (a) Shares of Common Stock; (b) any shares of Common Stock issued or issuable upon the conversion of any Series A Stock issued pursuant to

2

the Stock Purchase Agreement; (c) any other shares of Common Stock held by the Holders; and (d) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right, preferred stock or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Shares or any other shares of Common Stock held by the Holders, provided, however, that Registrable Securities shall not include any shares of Common Stock which have been sold to the public by a Holder either pursuant to a registration statement or Rule 144 under the Securities Act, or which have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned.

     “Registrable Securities then outstanding” shall be the number of shares determined by calculating the total number of shares of the Company’s Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to exercisable or convertible securities (including Series A Stock).

     “Registration Expenses” shall mean all expenses incurred by the Company in effecting any registration pursuant to this Agreement (including any Mandatory Registration or Shelf Registration), including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration, and fees and expenses of underwriters (excluding discounts and commissions) and any other Persons retained by the Company, but shall not include Selling Expenses, certain fees and disbursements of counsel for the Holders (except as set forth below) and the compensation of regular employees of the Company, which shall be paid in any event by the Company. Notwithstanding the foregoing, Registration Expenses shall include the reasonable, documented, fees and expenses of one counsel chosen by the holders of a majority of the Registrable Securities covered by such registration for such counsel rendering services customarily performed by counsel for selling stockholders that are submitted to the Company in writing.

     “SEC” or “Commission” means the Securities and Exchange Commission and any successor agency.

     “Securities Act” shall mean the Securities Act of 1933, as amended, or similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

     “Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder (other than the fees and disbursements of counsel included in Registration Expenses).

     “Series A Stock” means the Company’s Series A Junior Nonvoting Preferred Stock.

     “Shares” mean shares of Common Stock and/or Series A Stock issued by the Company to the Investors pursuant to the Stock Purchase Agreement.

3

     “Special Registration” means the registration of (a) equity securities and/or options or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor forms) or (b) shares of equity securities and/or options or other rights in respect thereof to be offered to directors, management, employees, potential employees, consultants, customers, lenders or vendors of the Company or its direct or indirect subsidiaries or in connection with dividend reinvestment plans.

SECTION 2 REGISTRATION

     2.1 Demand Registration and Shelf Registration.

          (a) Subject to the conditions of this Section 2.1 and the terms and conditions of the Lock-up Agreement, if the Company shall receive a written request from (1) the Institutional Investor, so long as the Institutional Investor and its Affiliates hold at least 25% of the Shares (determined on an as converted to Common Stock basis) held by the Institutional Investor and its Affiliates as of the date hereof or (2) , in the event the Institutional Investor and its Affiliates do not hold at least 25% of the Shares (determined on an as converted to Common Stock basis) held by the Institutional Investor and its Affiliates as of the date hereof, then the Holders of at least fifty percent (50%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty-five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $50,000,000), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that either the Holders request to be registered.

          (b) The Company shall use its reasonable best efforts to file with the SEC a registration statement on the applicable SEC form with respect to the resale from time to time, whether underwritten or otherwise, of the Registrable Securities by the holders thereof within nine months after the date hereof. The Company shall use its reasonable best efforts to respond to all SEC comments related to such registration statement within 20 calendar days of the receipt thereof, and shall use its reasonable best efforts to cause such registration statement to be declared effective by the SEC within twelve months after the date hereof. The Company shall use its reasonable best efforts to maintain the effectiveness of the registration effected pursuant to this Section 2.1(b) at all times, subject only to the limitations on effectiveness set forth in Section 2.5 below. The registration contemplated by this Section 2.1(b) is referred to herein as the “Mandatory Registration.” The Mandatory Registration shall be filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and is usable for resale of Registrable Securities, the Institutional Investor or the holders of at least 50% of the Registrable Securities shall be entitled to demand any number of draw-downs (including underwritten draw-downs, provided that the anticipated aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least twenty-five percent (25%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed

4

$25,000,000)) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten registration pursuant to Section 2.1(a) or Section 2.3 (including, without limitation, all actions referred to in Section 2.5 necessary to effectuate such sale in the manner determined by the holders of at least a majority of the Registrable Securities to be included in such underwritten draw-down). The Company shall use its reasonable efforts to cause the registration statement or statements filed on Form S-3 or any similar short-form registration as the Company may elect to remain effective until such date (the “Shelf Termination Date”) as is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may be sold during any ninety (90) day period without any restriction pursuant to Rule 144 under the Securities Act, other than Rule 144(k), after taking into account any Holders’ status as an affiliate of the Company as determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company’s transfer agent to such effect. In the event the Mandatory Registration must be effected on Form S-1 or any similar long-form registration as the Company may elect, such registration shall nonetheless be filed as a Shelf Registration and the Company shall use its commercially reasonable efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the Shelf Termination Date. The Company shall not include in the Mandatory Registration any securities which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration.

          (c) If the Institutional Investor or the Initiating Holders, as the case may be, intend to distribute the Registrable Securities covered by their request by means of an underwriting or any underwritten takedown off the registration statement filed pursuant to the Mandatory Registration, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 or any request pursuant to Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a), Section 2.1(b) or Section 2.3(a), as applicable. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration or underwritten takedown off the registration statement filed pursuant to the Mandatory Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to the Institutional Investor, so long as the Institutional Investor and its Affiliates hold at least 25% of the Shares (determined on an as converted to Common Stock basis) held by the Institutional Investor and its Affiliates as of the date hereof, and, in the event the Institutional Investor and its Affiliates do not hold at least 25% of the Shares (determined on an as converted to Common Stock basis) held by the Institutional Investor and its Affiliates as of the date hereof, then the Holders of a majority of the Registrable Securities; provided that no holder of Registrable Securities included in any underwritten registration or underwritten takedown off the registration statement filed pursuant to the Mandatory Registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities and

5

such holder’s intended method of distribution) or, without the consent of the Institutional Investor, to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 2.9 below.

          Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

          (d) The Company shall not be required to effect a registration pursuant to this Section 2.1 other than the Mandatory Registration pursuant to Section 2.1(b) above: (i) prior to the first anniversary date on the Closing Date (as defined in the Stock Purchase Agreement); (ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registration has been declared or ordered effective and kept effective by the Company as required by Section 2.5(a) of this Agreement and at least fifty percent (50%) of the Registrable Securities thereby are sold; (iii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iv) if the Company shall furnish to the Institutional Investor and the Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman of the Board stating that in the good faith and reasonable judgment of the Board of Directors of the Company, the anticipated offering would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time (but excluding any detriment to the Company solely as a result of its impact on the share price), in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Institutional Investor or Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; or (v) if the Institutional Investor or Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below. Notwithstanding the foregoing, any expenses in connection with such registration or attempted registration shall be Registration Expenses.

          (e) The Company may include in any such registration other securities for sale for its own account or for the account of any other Person; provided that, if the underwriter for the offering shall determine that the number of shares proposed to be offered in such offering would be reasonably likely to adversely affect such offering, then the securities to be sold by the Institutional Investor and/or the Holders shall be included in such registration before any securities proposed to be sold for the account of the Company or any other Person.

          (f) The Company shall not grant to any other Person the right to request the Company (i) to register any shares of Common Stock in a demand registration unless such rights

6

are consistent with the provisions hereof, or (ii) to register any securities of the Company (other than shares of Common Stock) in a demand registration.

     2.2 Piggyback Registrations.

          (a) Subject to the terms and conditions of the Lock-up Agreement, the Company shall notify each Investor who holds, and all Holders of, Registrable Securities in writing at least ten (10) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding a registration relating solely to employee benefit plans, or a registration relating to a corporate reorganization or other transaction on Form S-4, or a registration on any registration form that does not permit secondary sales) and will afford each such Investor and/or Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Investor and/or Holder as set forth herein. Each Investor and/or Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Investor and/or Holder shall, within five (5) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Investor and/or Holder as set forth herein. If an Investor and/or Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Investor or Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

          (b) Underwriting. If the registration statement under which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise Investors who hold, and the Holders of, Registrable Securities. In such event, the right of any such Investor and/or Holder to be included in a registration pursuant to this Section 2.2 shall be conditioned upon such Investor’s or Holder’s participation in such underwriting and the inclusion of such Investor’s and/or Holder’s Registrable Securities in the underwriting to the extent provided herein. All Investors and/or Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company.

          Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated first to the Company; second, to all Investors and/or Holders who are entitled to participate and who have elected to participate in the offering pursuant to the terms of this Agreement, on a pro rata basis based upon the total number of shares held by each such participating Investor or Holder that are subject to piggyback registration rights pursuant hereto; and third, to any other stockholder of the Company on a pro rata basis.

          If any Investor or Holder disapproves of the terms of any such underwriting, such Investor or Holder may elect to withdraw therefrom by written notice to the Company and the

7

underwriter, delivered at least ten (10) calendar days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Investor or Holder which is a partnership or corporation, the partners, stockholders, subsidiaries, parents and affiliates of such Investor or Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single “Investor” or “Holder”, as the case may be, and any pro rata reduction with respect to such “Investor” or “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Investor” or “Holder”, as defined in this sentence.

          (c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Investor and/or Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.4 hereof.

          (d) The Company shall not grant to any other Person the right to request the Company (i) to register any shares of Common Stock in a piggyback registration unless such rights are consistent with the provisions hereof, or (ii) to register any securities of the Company (other than shares of Common Stock) in a piggyback registration.

     2.3 Form S-3 Registration. Subject to the Lock-up Agreement, in case the Company shall receive at any time from (1) the Institutional Investor, so long as the Institutional Investor and its Affiliates hold at least 25% of the Shares (determined on an as converted to Common Stock basis) held by the Institutional Investor and its Affiliates as of the date hereof, or (2) in the event the Institutional Investor and its Affiliates do not hold at least 25% of the Shares (determined on an as converted to Common Stock basis) held by the Institutional Investor and its Affiliates as of the date hereof, then the Holders of at least 50% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by the Institutional Investor or such Holder or Holders, the Company will:

          (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and

          (b) as soon as practicable, file such registration statement and use its commercially reasonable efforts to have such registration statement declared effective and obtain all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Institutional Investor’s or such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within ten (10) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.3: (i) prior to the first anniversary date of the Closing Date (as defined in the Stock Purchase Agreement); (ii) if

8

Form S-3 is not available for such offering by the Institutional Investor or the Holders; (iii) if the Institutional Investor and the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an anticipated aggregate offering price to the public of less than twenty-five million dollars ($25,000,000); or (iv) if the Company shall furnish to the Institutional Investor and the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith and reasonable judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time (but excluding any detriment to the Company solely as a result of its impact on the share price), in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Institutional Investor or the Holder or Holders under this Section 2.3; provided, that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; or (iv) after the Company has effected four (4) registrations on Form S-3 pursuant to this Section 2.3 and such registrations have been declared or ordered effective. Notwithstanding the foregoing, any expenses in connection with such registration or attempted registration shall be Registration Expenses.

          (c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as reasonably practicable after receipt of the request or requests of the Institutional Investor or such Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as a demand for registration or registrations effected pursuant to Sections 2.1 or 2.2, respectively.

          (d) The Company shall not grant to any other Person the right to request the Company to register any shares of Common Stock in an S-3 registration unless such rights are consistent with the provisions hereof, except in the case of a Form S-3 registration statement filed to register any shares of Common Stock issued in connection with any acquisition, merger or similar transaction by the Company.

     2.4 Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.1 or 2.3, the request of which has been subsequently withdrawn by the Institutional Investor or the Initiating Holders or requesting Holder(s) unless (a) the Company has requested the Institutional Investor or the Initiating Holders or requesting Holder(s) to withdraw such request or the Company and the Institutional Investor, Initiating Holders or requesting Holders(s) jointly determine that such request should be withdrawn, (b) the withdrawal is based upon material adverse information concerning the Company that the Company had not publicly revealed at least forty-eight (48) hours prior to the request or that the Company had not otherwise notified the Institutional Investor or the Initiating Holders or requesting Holders of at the time of such request or (c) the Institutional Investor or the Holders of a majority of Registrable Securities, as the case may be, agree to forfeit their right to one requested registration pursuant to Section 2.1 or Section 2.3, as applicable, in which event such right shall be forfeited by all Holders.

9

     If the Institutional Investor and/or the Holders are required to pay the Registration Expenses, such expenses shall be borne by the Institutional Investor or the Holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Institutional Investor or the Holders, as the case may be, shall not forfeit their rights pursuant to Section 2.1 or Section 2.3.

     2.5 Obligations of the Company. In the Mandatory Registration and whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

          (a) Subject to Section 2.1(b) in the case of the Mandatory Registration, prepare and file with the SEC a registration statement, and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, and the Company shall in good faith consider any comments of such counsel).

          (b) Prepare and, within 60 days after the end of the period within which requests for registration have been given to the Company, file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable best efforts to cause such registration statement to become effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, and the Company shall in good faith consider any comments of such counsel), notify in writing each Holder of the effectiveness of each registration statement filed hereunder, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred and eighty (180) days or, if earlier, until the Holder or Holders have completed the distribution related thereto (or, in the case of a Shelf Registration, a period ending on such date as is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may be sold during any ninety (90) day period without any restriction pursuant to Rule 144 under the Securities Act, other than Rule 144(k), after taking into account any holders’ status as an affiliate of the Company as determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company’s transfer agent to such effect).

          (c) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (a) above.

10

          (d) Furnish to the Investors and Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

          (e) Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

          (f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Investor and/or Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

          (g) Notify each Investor who holds, and each Holder of, Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of the holders of a majority of the Registrable Securities covered by such registration statement, the Company shall promptly prepare and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

          (h) Use its commercially reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of such date, from the independent registered public accountants of the Company, in form and substance as is customarily given by independent registered public accountants to underwriters in an underwritten public offering addressed to the underwriters.

          (i) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its reasonable best efforts promptly to obtain the withdrawal of such order.

     2.6 Suspension of Sales. Upon receipt of written notice from the Company that a registration statement or prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not

11

misleading (a “Misstatement”), each Investor who holds, and each Holder of, Registrable Securities shall forthwith discontinue disposition of Registrable Securities until such Investor and/or Holder has received copies of the supplemented or amended prospectus that corrects such Misstatement, or until such Investor and/or Holder is advised in writing by the Company that the use of the prospectus may be resumed, and, if so directed by the Company, such Investor and/or Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Investor’s or Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. The total number of days that any such suspension may be in effect in any 180 day period shall not exceed 45 days.

     2.7 Termination of Registration Rights. An Investor’s and a Holder’s registration rights shall expire if all Registrable Securities held by such Investor or Holder (and its Affiliates, partners, members and former members) may be sold without any restriction under Rule 144 under the Securities Act, other than Rule 144(k), during any ninety (90) day period after taking into account any Holders’ status as an affiliate of the Company as determined by the counsel to the Company pursuant to a written opinion letter addressed to the Company’s transfer agent to such effect.

     2.8 Delay of Registration; Furnishing Information.

          (a) No Investor or Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

          (b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1, 2.2 or 2.3 that the selling Investors and/or Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

          (c) The Company shall have no obligation with respect to any registration requested pursuant to Section 2.1 or Section 2.3 (except that any expenses in connection with such registration or attempted registration shall be Registration Expenses) if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 2.1 or Section 2.3, whichever is applicable.

     2.9 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 2:

          (a) To the extent permitted by law, the Company will indemnify and hold harmless each Investor, Holder, any underwriter (as defined in the Securities Act) for such Investor or Holder and each person, if any, who controls such Investor or Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, or the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or

12

liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Investor, Holder, underwriter or controlling person, as accrued any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration statement by any such Investor, Holder, underwriter or controlling person.

          (b) To the extent permitted by law and provided that such Holder is not entitled to indemnification pursuant to Section 2.9(a) above with respect to such matter, each selling Investor or Holder (severally and not jointly) will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Investor or Holder selling securities in such registration statement and any controlling person of any such underwriter or other Investor or Holder, against any losses, claims, damages, or liabilities to which any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any (i) untrue statement or alleged untrue statement of a material fact regarding such Holder and provided in writing by such Holder which is contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, in each case to the extent (and only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or final prospectus, amendment or supplement thereto, in reliance upon and in conformity with written information furnished by such Investor or Holder expressly for use in connection with such registration statement; and each such Investor or Holder will pay, as accrued, any legal or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this Section 2.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action as a result of such Holder’s untrue statement or omission; provided, however, that the indemnity agreement contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor or Holder (which consent shall not be unreasonably withheld); provided, that, (x) the indemnification obligations in this Section 2.9(b) shall be individual and ratable not joint and

13

several for each Holder and (y) in no event shall the aggregate of all indemnification payments by any Investor and/or Holder under this Section 2.9(b) exceed the net proceeds from the offering received by such Investor and/or Holder.

          (c) Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, except to the extent such failure to give notice has a material adverse effect on the ability of the indemnifying party to defend such action.

          (d) If the indemnification provided for in this Section 2.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount any Investor or Holder will be obligated to contribute pursuant to this Section 2.9(d) will be limited to an amount equal to the per share public offering price (less any underwriting discount and commissions) multiplied by the number of shares of Registrable Securities sold by such Investor or Holder pursuant to the registration statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which such Investor or Holder has otherwise been required to pay in respect of such loss, liability, claim, damage, or expense or any substantially similar loss, liability, claim, damage, or expense arising from the sale of such Registrable Securities). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution hereunder from any person who was not guilty of such fraudulent misrepresentation.

14

          (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided that the indemnification provisions of the Holders in any underwriting agreement may not conflict with the provisions of this Section 2.9 without the consent of the Institutional Investor.

          (f) The obligations of the Company and Holders under this Section 2.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 2, and otherwise.

     2.10 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned by an Investor or Holder to a transferee or assignee of Registrable Securities to which (a) there is transferred to such transferee no less than twenty thousand (20,000) shares of Registrable Securities, appropriately adjusted to reflect any stock splits, stock dividends, subdivisions, reverse splits and similar events, (b) there is transferred to such transferee at least ten percent (10%) of the shares of Registrable Securities held by the Investor or Holder, (c) such transferee is an Affiliate, subsidiary or parent company, family member or family trust for the benefit of a party hereto, or (d) such transferee or transferees are partners of an Investor or Holder, who agree to act through a single representative; provided, however, (i) the transferor shall furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

     2.11 “Market Stand-Off’ Agreement; Agreement to Furnish Information. Each Investor and Holder hereby agrees that such Investor and/or Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Investor or Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed ten (10) days prior and ninety (90) days following the effective date of a registration statement of the Company filed under the Securities Act; provided that all executive officers and directors of the Company enter into similar agreements and only if such Persons remain subject thereto (and are not released from such agreement) for such 90 day period. Each Investor and Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto.

     In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Investor and Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act.

     The obligations described in this Section 2.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be

15

promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said 90 day period. Each Investor and Holder agrees that any transferee of any shares of Registrable Securities shall be bound by this Section 2.11.

     2.12 Rule 144 Reporting. With a view to making available to the Investors and Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

          (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement;

          (b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

          (c) so long as an Investor or Holder owns any Registrable Securities, furnish to such Investor or Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as an Investor or Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

SECTION 3 PREEMPTIVE RIGHTS OF INSTITUTIONAL INVESTOR

     3.1 Sale of New Stock. Until the date on which the Institutional Investor and its Affiliates collectively own less than five percent (5.0%) of the outstanding Common Stock of the Company (assuming conversion of the Series A Stock), if the Company at any time or from time to time makes a Qualified Equity Offering, the Institutional Investor and its Affiliates shall be afforded the opportunity to acquire from the Company for the same price and on the same terms as such securities are proposed to be offered to others, in the aggregate up to the amount of New Stock required to enable it to maintain its Institutional Investor Percentage Interest.

     3.2 Notice.

          (a) In the event the Company intends to make a Qualified Equity Offering that is an underwritten public offering or a private offering made to Qualified Institutional Buyers for resale pursuant to Rule 144A under the Securities Act, no later than five (5) business days after the initial filing of a registration statement with the SEC with respect to such underwritten public offering or the commencement of marketing with respect to such Rule 144A offering, it shall give Institutional Investor written notice of its intention (including, in the case of a registered public offering and to the extent possible, a copy of the prospectus included in the registration statement filed in respect of such offering) describing, to the extent then known, the anticipated amount of securities, range of prices, timing and other material terms of such offering. Institutional Investor shall have ten (10) calendar days from the date of receipt of any such notice

16

to notify the Company in writing that it and/or its Affiliates intend to exercise such preemptive purchase rights and as to the amount of New Stock Institutional Investor and its Affiliates desire to purchase, up to the maximum amount calculated pursuant to Section 3.1 (including any over-allotment options if applicable) (the “Designated Stock”). Such notice shall constitute a non-binding indication of interest of Institutional Investor and its Affiliates to purchase the Designated Stock so specified at the range of prices and other terms set forth in the Company’s notice to it. The failure to respond during such ten (10) calendar day period shall constitute a waiver of preemptive rights in respect of such offering.

          (b) If the Company proposes to make a Qualified Equity Offering that is not an underwritten public offering or Rule 144A offering (a “Private Placement”), the Company shall give Institutional Investor written notice of its intention, describing, to the extent then known, the anticipated amount of securities, price and other material terms upon which the Company proposes to offer the same. Institutional Investor shall have ten (10) calendar days from the date of receipt of the notice required by the immediately preceding sentence to notify the Company in writing that it and/or its Affiliates intend to exercise such preemptive purchase rights and as to the amount of Designated Stock Institutional Investor and its Affiliates desire to purchase, up to the maximum amount calculated pursuant to Section 3.1. Such notice shall constitute the binding agreement of Institutional Investor and/or its Affiliates to purchase the amount of Designated Stock so specified (or a proportionately lesser amount if the amount of New Stock to be offered in such Private Placement is subsequently reduced) upon the price and other terms set forth in the Company’s notice to it. The failure of Institutional Investor to respond during the ten (10) calendar day period referred to in the second preceding sentence shall constitute a waiver of the preemptive rights in respect of such offering.

     3.3 Purchase Mechanism.

          (a) If Institutional Investor exercises its preemptive rights provided in Section 3.2(b), the closing of the purchase of the New Stock with respect to which such right has been exercised shall be conditioned on the consummation of the Private Placement giving rise to such preemptive purchase rights and shall take place simultaneously with the closing of the Private Placement or on such other date as the Company and the Institutional Investor shall agree in writing; provided, that the actual amount of Designated Stock to be sold to the Institutional Investor and its Affiliates pursuant to its exercise of preemptive rights hereunder shall be reduced proportionately if the aggregate amount of New Stock sold in the Private Placement is reduced and, at the option of the Institutional Investor (to be exercised by delivery of written notice to the Company within five (5) business days of receipt of notice of such increase), shall be increased proportionately if such aggregate amount of New Stock sold in the Private Placement is increased. In connection with its purchase of Designated Stock, Institutional Investor shall execute an instrument in form and substance reasonably satisfactory to the Company containing representations, warranties and agreements of Institutional Investor that are customary for private placement transactions.

          (b) If the Institutional Investor exercises its preemptive purchase rights provided in Section 3.2(a), the Company shall offer the Institutional Investor and its Affiliates, if such underwritten public offering or Rule 144A offering is consummated, the Designated Stock (as adjusted to reflect the actual size of such offering when priced) at the same price as the New

17

Stock is offered to the underwriters or initial purchasers and shall provide written notice of such price to Institutional Investor as soon as practicable prior to such consummation. Contemporaneously with the execution of any underwriting agreement or purchase agreement entered into between the Company and the underwriters or initial purchasers of such underwritten public offering or Rule 144A offering, Institutional Investor shall enter into an instrument in form and substance reasonably satisfactory to the Company acknowledging Institutional Investor’s and/or its Affiliate’s binding obligations to purchase the Designated Stock to be acquired by it and/or its Affiliates and containing representations, warranties and agreements of Institutional Investor that are customary in private placement transactions, and the failure to enter into such an instrument at or prior to such time shall constitute a waiver of preemptive rights in respect of such offering. Any offers and sales pursuant to this Section 3 in the context of a registered public offering shall be also conditioned on reasonably acceptable representations and warranties of the Institutional Investor regarding its status as the type of offeree to whom a private sale can be made concurrently with a registered offering in compliance with applicable securities laws.

          (c) Upon the expiration of the offering periods described in Section 3.2 above, the Company shall be entitled to sell such stock or securities which the Institutional Investor and its Affiliates have not elected to purchase during the 90 days following such expiration at a price not less and on other terms and conditions not more favorable to the purchasers thereof than that offered to the Institutional Investor and its Affiliates. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the Institutional Investor and its Affiliates pursuant to the terms of this Section 3.2.

          (d) Notwithstanding any provision in this Agreement to the contrary, in the event that the Institutional Purchaser and its Affiliates are entitled to acquire Common Stock pursuant to this Section 3, then the Institutional Purchaser and its Affiliates may at their option acquire securities in the form of Series A Stock or another series of preferred stock of the Corporation with terms, conditions and provisions that shall be established upon the issuance of such preferred stock that are similar to and consistent with the terms, conditions and provisions upon which the Series A Stock was established.

     3.4 No Negotiation Right. The Institutional Investor shall not have any rights to participate in the negotiation of the proposed terms of any Private Placement, underwritten public offering or Rule 144A offering.

     3.5 Cooperation. The Company and the Institutional Investor shall cooperate in good faith to facilitate the exercise of the Institutional Investor’s preemptive rights hereunder, including securing any required approvals or consents, in a manner that does not jeopardize the timing, marketing, pricing or execution of any offering of the Company’s securities.

     3.6 Limitation of Rights. Notwithstanding the above, nothing set forth in this Section 3 shall confer upon the Institutional Investor the right to purchase any shares of any equity securities of the Company other than Common Stock, Series A Stock, preferred stock or other securities convertible into or exchangeable for shares of Common Stock or which have voting rights or participation features with Common Stock of the Company, and in no event shall the issuance of shares of Common Stock by the Company as consideration pursuant to any

18

acquisition (whether structured as a merger or otherwise) (but not an offering to raise capital to fund an acquisition) or pursuant to the terms and provisions of any current or future equity compensation or employee benefit plan of the Company or otherwise approved by the Board other than through a Qualified Equity Offering be deemed included in any right granted to Institutional Investor under this Section 3.

SECTION 4 MISCELLANEOUS

     4.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

     4.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Illinois as applied to agreements among Illinois residents entered into and to be performed entirely within the State of Illinois.

     4.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     4.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

     4.5 Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such party on the signature page hereof, or at such other address as such party may designate by ten (10) days’ advance written notice to the other parties.

     4.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

     4.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company, the Institutional Investor so long as the Institutional Investor holds Registrable Securities, and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder of any Registrable Securities then outstanding, each future Holder of all such Registrable Securities, and the Company.

19

     4.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

     4.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by any Investors which are Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

     4.10 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

20

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

PRIVATEBANCORP, INC.
By:
	Name:	Larry D. Richman
	Title:	President and Chief Executive Officer
Address:		70 West Madison Street Suite 900 Chicago, Illinois 60602 Attention: General Counsel

[Individually List each Investor]
By:
	Name:
	Title:
Address:

21

EX-99.5

EXHIBIT 5

November 26, 2007

PrivateBancorp, Inc.
70 West Madison Street
Suite 900
Chicago, Illinois 60602
Attention: Christopher J. Zinski, Esq.

     Re: Stock Purchase Agreement

Ladies and Gentlemen:

     PrivateBancorp, Inc. (the “Corporation”), GTCR Fund IX/A, L.P., a Delaware limited partnership, GTCR Fund IX/B, L.P., Delaware limited partnership, and GTCR Co-Invest III, L.P., a Delaware limited partnership (collectively, including, as applicable, their affiliates, “Institutional Purchaser”) and certain other parties are entering into a Stock Purchase Agreement dated as of the date of this letter agreement (the “Stock Purchase Agreement”) providing for the issuance and sale of certain shares of the preferred and common stock of the Corporation. All capitalized terms used without definition in this letter agreement have the respective meanings provided in the Stock Purchase Agreement. Upon the consummation of the transactions contemplated by the Stock Purchase Agreement, the parties to the Stock Purchase Agreement will also be entering into a Preemptive and Registration Rights Agreement dated the date hereof (the “Preemptive and Registration Rights Agreement”).

     The Corporation and Institutional Purchaser are entering into this letter agreement for the purpose of confirming their understanding and agreement regarding certain matters relating to the transactions contemplated by the Stock Purchase Agreement and Preemptive and Registration Rights Agreement.

     Each of the Corporation and Institutional Purchaser agrees as follows:

     1. Legal Opinion. The legal opinion referred to in Section 3.1(g) of the Stock Purchase Agreement will include the Preemptive and Registration Rights Agreement within the scope of such opinion.

     2. Registration Deferral Provision. The Corporation confirms that the provisions of Section 2.1(d)(iv) of the Preemptive and Registration Rights Agreement permitting the Corporation to defer the filing of a registration statement relating to Registrable Securities (as defined in the Preemptive and Registration Rights Agreement) under certain circumstances are not intended to restrict the right of Institutional Purchaser to sell shares of common stock or preferred stock of the Corporation in accordance with Rule 144 during the period of such deferral.

     3. Lock-up Agreement. If the Corporation amends or waives any of the provisions of Section 5.2 of the Stock Purchase Agreement, or consents to any action pursuant to Section 5.2 of the Stock Purchase Agreement, for the benefit of any other Purchaser, the Corporation will promptly disclose such amendment or waiver to Institutional Purchaser and, at the request of any

Institutional Purchaser, will enter into a written agreement extending the benefit of such amendment or waiver to Institutional Purchaser.

     4. No Other Agreements. The Corporation represents to Institutional Purchaser that there are, and as of the Closing Date, there shall be, no side letters or other agreements relating to the purchase of Shares or other equity securities of the Corporation with any Purchaser or any of their Affiliates except for the Stock Purchase Agreement, the Preemptive and Registration Rights Agreement and that certain Letter Agreement, dated as of the date hereof, among the Corporation, Mesirow Financial Holdings, Inc. and Mesirow Financial Partners, IV, L.P. a true and complete copy of which has been provided to Institutional Purchaser.

     5. No Other Amendment. Except as expressly provided in this letter agreement, the Stock Purchase Agreement and Preemptive and Registration Rights Agreement will remain in full force and effect in accordance with their respective terms and conditions.

* * * * *

-2-

     If the foregoing correctly sets forth our agreement and understanding, please execute the enclosed counterpart of this letter agreement and return it to the undersigned at your earliest convenience.

GTCR FUND IX/A, L.P.
By:	GTCR Partners IX, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:
	Name:	Collin E. Roche
	Its:	Principal
GTCR FUND IX/B, L.P.
By:	GTCR Partners IX, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:
	Name:	Collin E. Roche
	Its:	Principal
GTCR CO-INVEST III, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:
	Name:	Collin E. Roche
	Its:	Principal

-3-

Agreed and accepted this November 26, 2007: PRIVATEBANCORP, INC.
By:
	Its: CFO

-4-

EX-99.6

Exhibit (6)

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Jeffrey A. Fine, Dennis M. Myers, P.C., and Stephen L. Ritchie, P.C., each of the law firm of Kirkland & Ellis LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of Common Stock of PrivateBancorp, Inc., a Delaware corporation (the “Company”), and/or a director of the Company, any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange in which the Common Stock of the Company is listed on or approved for quotation in, if any; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

          The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

          This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of December 2007.

GTCR GOLDER RAUNER II, L.L.C.
By:	/s/ Philip A. Canfield
	Name:	Philip A. Canfield
	Title:	Principal
GTCR PARTNERS IX, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Philip A. Canfield
	Name:	Philip A. Canfield
	Title:	Principal
GTCR FUND IX/A, L.P.
By:	GTCR Partners IX, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Philip A. Canfield
	Name:	Philip A. Canfield
	Title:	Principal

GTCR FUND IX/B, L.P.
By:	GTCR Partners IX, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Philip A. Canfield
	Name:	Philip A. Canfield
	Title:	Principal
GTCR CO-INVEST III, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Philip A. Canfield
	Name:	Philip A. Canfield
	Title:	Principal