PRIVATEBANCORP INC
JENSEN EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>ex10-4_110303.txt
<DESCRIPTION>JENSEN EMPLOYMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.4
                                                                    ------------

                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

         THIS AGREEMENT, made and entered into as of October 1, 2003 (the
"Effective Date"), by and among PrivateBancorp, Inc. (hereinafter referred to as
"PrivateBancorp"), The PrivateBank (St. Louis) (the "Bank" and together with
PrivateBancorp, hereinafter the "Employer"), and Richard C. Jensen (hereinafter
called the "Executive").


                          W I T N E S S E T H  T H A T:
                          - - - - - - - - - -  - - - -

         WHEREAS, the Employer desires to continue to employ the Executive as
Chairman and Chief Executive Officer of the Bank, and the Executive desires to
continue in such employment;

         NOW, THEREFORE, in consideration of the mutual promises herein
contained and subject to the conditions precedent set forth herein, the parties
agree as follows:

         1. Employment and Term.

                  (a) Employment. PrivateBancorp shall cause the Bank to employ,
and the Bank shall employ, the Executive as the Chairman and Chief Executive
Officer of the Bank, and the Executive shall so serve, for the term set forth in
Paragraph 1(b).

                  (b) Term. The Executive's employment under this Agreement
shall commence on the Effective Date and extend through September 30, 2004,
subject to the extension of such term as hereinafter provided and subject to
earlier termination as provided in Paragraph 7. The term of this Agreement shall
automatically be extended for an additional year as of October 1, 2004 and each
anniversary date thereof unless, no later than ninety (90) days prior to any
such renewal date, either the board of directors of PrivateBancorp (the
"Board"), or a duly authorized committee thereof, on behalf of the Employer, or
the Executive gives written notice to the other, in accordance with Paragraph
15, that the term of this Agreement shall not be so extended. Anything in this
Agreement to the contrary, if at any time during the Executive's period of
employment under this Agreement there is a Change in Control (as defined in
Paragraph 7), the term of this Agreement shall automatically extend to a date
which is two (2) years from the date of the Change in Control (and shall be
further extended pursuant to the foregoing provisions of this Paragraph 1(b),
unless written notice to the contrary is given in accordance with this Paragraph
1(b)).

         2. Duties and Responsibilities.

                  (a) The duties and responsibilities of the Executive shall be
of an executive nature as shall be required by the Employer in the conduct of
its business. The Executive's powers and authority shall be as prescribed by the
by-laws of the Employer, if applicable, and shall include all those presently
delegated to the Executive, together with the performance of such other duties
and responsibilities as the Chief Executive Officer of the Employer may from
time to time assign to the Executive not inconsistent with the Executive's
position(s) with the Employer. The Executive recognizes, that during the period
of the Executive's employment hereunder, the Executive owes an undivided duty of
loyalty to the Employer, and agrees to

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devote the Executive's entire business time and attention to the performance of
said duties and responsibilities and to use the Executive's best efforts to
promote and develop the business of the Employer. Recognizing and acknowledging
that it is essential for the protection and enhancement of the name and business
of the Employer and the goodwill pertaining thereto, the Executive shall perform
his duties under this Agreement professionally, in accordance with the
applicable laws, rules and regulations and such standards, policies and
procedures established by the Employer and the industry from time to time,
including the Employee's Corporate Code of Ethics. The Executive will not
perform any duties for any other business without the prior written consent of
the Employer, but may engage in charitable, civic or community activities,
provided that such duties or activities do not materially interfere with the
proper performance of the Executive's duties under this Agreement. During the
period of employment, the Executive agrees to serve as a director on the Board
of Directors of the Employer and/or the board of directors or managers, as
applicable, of any of its subsidiaries and affiliates, as well as to serve as a
member of any committee of any said boards, to which the Executive may be
elected or appointed.

                  (b) Notwithstanding that this Agreement provides for the
employment of the Executive in the Executive's capacity as the Chairman and
Chief Executive Officer of the Bank, nothing herein contained shall assure the
Executive of, nor in any manner shall be construed to constitute an agreement by
the Employer to the, continued employment of the Executive after the expiration
or termination of this Agreement in such capacity or in any other capacity.

         3. Base Salary. For services performed by the Executive for the
Employer pursuant to this Agreement during the period of employment as provided
in Paragraph 1(b) hereof, the Employer shall pay the Executive a base salary at
the rate of one hundred eighty two thousand dollars ($182,000) per year, payable
in substantially equal installments in accordance with the Employer's regular
payroll practices. The Executive's base salary (with any increases under this
Paragraph 3) shall not be subject to reduction without the Executive's written
consent. Any compensation which may be paid to the Executive under any
additional compensation or incentive plan of the Employer or which may be
otherwise authorized from time to time by the Board (or an appropriate committee
thereof) shall be in addition to the base salary to which the Executive shall be
entitled under this Agreement. Executive's base salary shall be subject to
review from time to time, and the Employer may (but is not required to) increase
the base salary as the Board, in its discretion, may determine.

         4. Annual Bonuses. For each fiscal year during the term of employment,
the Executive shall be eligible to receive a bonus in the amount, if any, as may
be determined from time to time by the Board in its discretion.

         5. Equity Incentive Compensation. During the term of employment
hereunder, the Executive shall be eligible to participate in the PrivateBancorp,
Inc. Incentive Compensation Plan, and in any other equity-based incentive
compensation plan or program adopted by the Employer, including (but not by way
of limitation) any plan providing for the granting of (a) options to purchase
stock, (b) restricted stock or (c) similar equity-based units or interests to
officers of the Employer.

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         6. Other Benefits. In addition to the compensation described in
Paragraphs 3, 4 and 5, above, the Executive shall also be entitled to the
following:

                  (a) Participation in Benefit Plans. The Executive shall be
entitled to participate in such life insurance, disability, medical, dental,
pension, profit sharing and retirement plans and other programs as may be made
generally available from time to time by the Employer for the benefit of
executives of the Executive's level or its employees generally.

                  (b) Vacation. The Executive shall be entitled to such number
of days of vacation with pay during each calendar year during the period of
employment in accordance with the Employer's applicable personnel policy as in
effect from time to time.

                  (c) Executive Perquisites. The Employer shall furnish
Executive with such perquisites as are provided from time to time by the
Employer to its officers generally and are suitable to the Executive's position,
adequate for the performance of the Executive's duties hereunder, and reasonable
in the circumstances. Without limitation of the foregoing, Employer shall pay
the cost of Executive's membership in one downtown club and shall reimburse
Executive for the cost of annual country club dues at one country club of which
Executive is a member, in each case subject to Employer approval of the club.

                  (d) Expense Reimbursement. The Employer shall reimburse the
Executive for all reasonable expenses incurred by the Executive in performing
services hereunder, which are incurred and accounted for in accordance with the
Employer's policies and procedures applicable thereto.

         7. Termination. Unless earlier terminated in accordance with the
following provisions of this Paragraph 7, the Employer shall continue to employ
the Executive and the Executive shall remain employed by the Employer during the
entire term of this Agreement as set forth in Paragraph 1(b). Paragraph 8 hereof
sets forth certain obligations of the Employer in the event that the Executive's
employment hereunder is terminated. Certain capitalized terms used in this
Paragraph 7 and in Paragraph 8 hereof are defined in Paragraph 7(d), below. In
the event of termination of the Executive's employment with the Employer for any
reason, or if the Executive is required by the Board, the Executive agrees to
resign, and shall automatically be deemed to have resigned, from any offices
(including any directorship) the Executive holds with the Employer and/or any of
its affiliates effective as of the termination date of the Executive's
employment hereunder, or, if applicable, effective as of a date selected by the
Board; provided, however, that the foregoing resignation shall not prejudice or
otherwise affect the Executive's rights and obligations, if any, under this
Agreement.

                  (a) Death or Disability. Except to the extent otherwise
provided in Paragraphs 8, 12 and 13 with respect to death benefits and certain
post-Date of Termination obligations of the parties, this Agreement shall
terminate immediately as of the Date of Termination in the event of the
Executive's death or in the event that the Executive becomes Disabled (as
hereinafter defined). The Board shall promptly give the Executive written notice
of any such determination of the Executive's Disability and of any decision of
the Board to terminate the Executive's employment by reason thereof. In the
event of Disability, until the Date of Termination, the base salary payable to
the Executive under Paragraph 3 hereof shall be

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<PAGE>

reduced dollar-for-dollar by the amount of disability benefits, if any, paid to
the Executive in accordance with any disability policy or program of the
Employer.

                  (b) Discharge for Cause. In accordance with the procedures
hereinafter set forth, the Board may discharge the Executive from the
Executive's employment hereunder for Cause (as hereinafter defined). Except to
the extent otherwise provided in Paragraphs 8, 12 and 13 with respect to certain
post-Date of Termination obligations of the parties, this Agreement shall
terminate immediately as of the Date of Termination in the event the Executive
is discharged for Cause. Any discharge of the Executive for Cause shall be
communicated by a Notice of Termination to the Executive given in accordance
with Paragraph 15 of this Agreement.

                  (c) Termination for Other Reasons. The Employer may discharge
the Executive without Cause by giving written notice to the Executive in
accordance with Paragraph 15. The Executive may resign from the Executive's
employment with or without Good Reason, without liability to the Employer, by
giving written notice to the Employer in accordance with Paragraph 15 at least
thirty (30) days prior to the Date of Termination; provided, however, that no
resignation shall be treated as a resignation for Good Reason unless the written
notice thereof is given within sixty (60) days after the occurrence which
constitutes "Good Reason" or during the ninety (90) day period described in the
final sentence of Paragraph 7(d)(vi); provided, further, that the Employer
retains the right after proper notice of the Executive's voluntary termination
to require the Executive to cease the Executive's employment immediately. Except
to the extent otherwise provided in Paragraphs 8, 12 and 13 with respect to
certain post-Date of Termination obligations of the parties, this Agreement
shall terminate immediately as of the Date of Termination in the event the
Executive is discharged without Cause or resigns for any reason or no reason.

                  (d) Definitions. For purposes of this Agreement, the following
capitalized terms shall have the meanings set forth below:

                           (i) "Accrued Obligations" shall mean, as of the Date
         of Termination, the sum of (A) the Executive's base salary under
         Paragraph 3 through the Date of Termination to the extent not
         theretofore paid, (B) the amount of any deferred compensation and other
         cash compensation accrued by the Executive as of the Date of
         Termination to the extent not theretofore paid, (C) any vacation pay,
         expense reimbursements and other cash entitlements accrued by the
         Executive as of the Date of Termination to the extent not theretofore
         paid, (D) any grants and awards vested or accrued under any
         equity-based incentive compensation plan or program and (E) all other
         benefits which have accrued as of the Date of Termination. For the
         purpose of this Paragraph 7(d)(i), except as provided in the applicable
         plan, program or policy, amounts shall be deemed to accrue ratably over
         the period during which they are earned, but no discretionary
         compensation shall be deemed earned or accrued until it is specifically
         approved by the Board in accordance with the applicable plan, program
         or policy.

                           (ii) "Cause" shall mean (A) the Executive's willful
         and continued (for a period of not less than ten (10) business days
         after written notice thereof) failure to perform substantially the
         duties of his employment (other than as a result of physical or

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         mental incapacity, or while on vacation); or (B) the Executive's
         willful engaging in illegal conduct or gross misconduct which is
         materially and demonstrably injurious to the Employer; or (C) the
         Executive's conviction of a felony involving moral turpitude, but
         specifically excluding any conviction based entirely on vicarious
         liability (with "vicarious liability" meaning liability based on acts
         of the Employer for which the Executive is charged solely as a result
         of his offices with the Employer and in which he was not directly
         involved and did not have prior knowledge of such actions or intended
         actions); provided, however, that no act or failure to act, on the part
         of the Executive, shall be considered "willful" unless it is done, or
         omitted to be done, by the Executive in bad faith or without reasonable
         belief that the Executive's action or omission was in the best
         interests of the Employer; and provided further that no act or omission
         by the Executive shall constitute Cause hereunder unless the Employer
         has given detailed written notice thereof to the Executive, and the
         Executive has failed to remedy such act or omission.

                           (iii)    "Change in Control" shall mean the
         occurrence of any one of the following events:

                                    (A) Any "person" (as such term is used in
                  Sections 13(d) and 14(d) of the Securities Exchange Act of
                  1934, as amended), other than (i) a trustee or other fiduciary
                  holding securities under an employee benefit plan of
                  PrivateBancorp or any of its subsidiaries, or (ii) a
                  corporation owned directly or indirectly by the stockholders
                  of PrivateBancorp in substantially the same proportions as
                  their ownership of stock of PrivateBancorp, is or becomes the
                  "beneficial owner" (as defined in Rule 13d-3 under said Act),
                  directly or indirectly, of securities of PrivateBancorp
                  representing 20% or more of the total voting power of the then
                  outstanding shares of capital stock of PrivateBancorp entitled
                  to vote generally in the election of directors (the "Voting
                  Stock"), provided, however, that the following shall not
                  constitute a change in control: (1) such person becomes a
                  beneficial owner of 20% or more of the Voting Stock as the
                  result of an acquisition of such Voting Stock directly from
                  PrivateBancorp, or (2) such person becomes a beneficial owner
                  of 20% or more of the Voting Stock as a result of the decrease
                  in the number of outstanding shares of Voting Stock caused by
                  the repurchase of shares by PrivateBancorp; provided, further,
                  that in the event a person described in clause (1) or (2)
                  shall thereafter increase (other than in circumstances
                  described in clause (1) or (2)) beneficial ownership of stock
                  representing more than 1% of the Voting Stock, such person
                  shall be deemed to become a beneficial owner of 20% or more of
                  the Voting Stock for purposes of this Paragraph (A), provided
                  such person continues to beneficially own 20% or more of the
                  Voting Stock after such subsequent increase in beneficial
                  ownership, or

                                    (B) During any period of two consecutive
                  years, individuals (the "Incumbent Board"), who at the
                  beginning of such period constitute the Board, and any new
                  director, whose election by the Board or nomination for
                  election by PrivateBancorp's stockholders was approved by a
                  vote of at least two-thirds (2/3) of the directors then still
                  in office who either were directors at the

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                  beginning of the period or whose election or nomination for
                  election was previously so approved, cease for any reason to
                  constitute a majority thereof, or

                                    (C) Consummation of a reorganization, merger
                  or consolidation or the sale or other disposition of all or
                  substantially all of the assets of PrivateBancorp (a "Business
                  Combination"), in each case, unless (1) all or substantially
                  all of the individuals and entities who were the beneficial
                  owners, respectively, of the Voting Stock immediately prior to
                  such Business Combination beneficially own, directly or
                  indirectly, more than 50% of the total voting power
                  represented by the voting securities entitled to vote
                  generally in the election of directors of the corporation
                  resulting from the Business Combination (including, without
                  limitation, a corporation which as a result of the Business
                  Combination owns PrivateBancorp or all or substantially all of
                  PrivateBancorp's assets either directly or through one or more
                  subsidiaries) in substantially the same proportions as their
                  ownership, immediately prior to the Business Combination of
                  the Voting Stock of PrivateBancorp, and (2) at least a
                  majority of the members of the board of directors of the
                  corporation resulting from the Business Combination were
                  members of the Incumbent Board at the time of the execution of
                  the initial agreement, or action of the Incumbent Board,
                  providing for such Business Combination; or

                                    (D) Approval by the stockholders of
                  PrivateBancorp of a plan of complete liquidation or
                  dissolution of PrivateBancorp.

         The Board has final authority to construe and interpret the provisions
         of the foregoing Paragraphs (A), (B), (C) and (D) and to determine the
         exact date on which a Change in Control has been deemed to have
         occurred thereunder.

                           (iv) "Date of Termination" shall mean (A) in the
         event of a discharge of the Executive for or without Cause, the date
         the Executive receives a Notice of Termination, or any later date
         specified in such Notice of Termination, as the case may be, (B) in the
         event of a resignation by the Executive, the date specified in the
         written notice to the Employer, which date shall be no less than thirty
         (30) days from the date of such written notice (or such earlier date as
         the Employer may elect in its sole discretion), (C) in the event of the
         Executive's death, the date of the Executive's death, and (D) in the
         event of termination of the Executive's employment by reason of
         Disability pursuant to Paragraph 7(a), the date the Executive receives
         written notice of such termination.

                           (v) "Disabled" and "Disability" shall mean that the
         Executive will be deemed to be disabled upon the earlier of (i) the end
         of a six (6) consecutive month period, or an aggregate period of nine
         (9) months out of any consecutive twelve (12) months, during which, by
         reason of physical or mental injury or disease, the Executive has been
         unable to perform substantially all of the Executive's usual and
         customary duties under this Agreement or (ii) the date that a reputable
         physician selected by the Board, and as to whom the Executive has no
         reasonable objection, determines in writing that the Executive will, by
         reason of physical or mental injury or disease, be unable to perform
         substantially all of the Executive's usual and customary duties under

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<PAGE>

         this Agreement for a period of at least six (6) consecutive months. If
         any question arises as to whether the Executive is Disabled, upon
         reasonable request therefore by the Board, the Executive shall submit
         to a reasonable medical examination for the purpose of determining the
         existence, nature and extent of any such disability.

                           (vi) "Good Reason" shall mean the occurrence, other
         than in connection with a discharge, of any of the following without
         the Executive's consent: (A) the Executive is not re-elected or is
         removed from the positions with the Employer set forth in Paragraph
         1(a), other than as a result of the Executive's election or appointment
         to positions of equal or superior scope and responsibility; or (B) the
         Executive shall fail to be vested by the Employer with the power and
         authority of any of said positions, excluding for this purpose any
         isolated action not taken in bad faith and which is remedied by the
         Employer promptly after receipt of written notice thereof given by the
         Executive in accordance with Paragraph 15; or (C) any failure by the
         Employer to materially comply with any of the provisions of this
         Agreement, other than any isolated, insubstantial and inadvertent
         failure not occurring in bad faith and which is remedied by the
         Employer promptly after receipt of written notice thereof given by the
         Executive in accordance with Paragraph 15; (D) the Employer giving
         notice to the Executive pursuant to Paragraph 1(b) that the term of
         this Agreement shall not be extended upon the expiration of the
         then-current term; or (E) the Employer requiring the Executive to be
         based at an office or location which is more than 50 miles from the
         Executive's office as of the Effective Date or any renewal date of the
         extended term of this Agreement. In addition, any termination by the
         Executive during the ninety (90) day period beginning on the first
         anniversary of the date of a Change in Control shall be deemed to be
         for "Good Reason."

                           (vii) "Notice of Termination" shall mean a written
         notice which (A) indicates the specific termination provision in this
         Agreement relied upon, (B) sets forth in reasonable detail the facts
         and circumstances claimed to provide a basis for termination of the
         Executive's employment under the provision so indicated and (C) if the
         Date of Termination is to be other than the date of receipt of such
         notice or the date otherwise specified under this Agreement, specifies
         the termination date.

         8. Obligations of the Employer Upon Termination. The following
provisions describe the obligations of the Employer to the Executive under this
Agreement upon termination of employment. However, except as explicitly provided
in this Agreement, nothing in this Agreement shall limit or otherwise adversely
affect any rights which the Executive may have under applicable law, under any
other agreement with the Employer or any of its affiliates or subsidiaries, or
under any compensation or benefit plan, program, policy or practice of the
Employer or any of its affiliates or subsidiaries.

                  (a) Death, Disability, Discharge for Cause, or Resignation
without Good Reason. In the event this Agreement terminates pursuant to
Paragraph 7(a) by reason of the death or Disability of the Executive, pursuant
to Paragraph 7(b) by reason of the discharge of the Executive by the Employer
for Cause, or pursuant to Paragraph 7(c) by reason of the resignation of the
Executive other than for Good Reason, the Employer shall pay to the Executive,
or the Executive's heirs or estate in the event of the Executive's death, all
Accrued Obligations in a

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lump sum in cash within thirty (30) days after the Date of Termination;
provided, however, that any portion of the Accrued Obligations which consists of
bonus, deferred compensation, incentive compensation, insurance benefits or
other employee benefits shall be determined and paid in accordance with the
terms of the relevant plan or policy as applicable to the Executive. In
addition, in the event this Agreement terminates pursuant to Paragraph 7(a) by
reason of death of the Executive, the Employer shall pay to the Executive's
heirs or estate death benefits in a lump sum amount equal to six (6) months of
the Executive's then-current annual base salary.

                  (b) Discharge without Cause or Resignation with Good Reason.
In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason
of the discharge of the Executive by the Employer other than for Cause, death or
Disability or by reason of the resignation of the Executive for Good Reason:

                           (i) The Employer shall pay all Accrued Obligations to
         the Executive in a lump sum in cash within thirty (30) days after the
         Date of Termination; provided, however, that any portion of the Accrued
         Obligations which consists of bonus, deferred compensation, incentive
         compensation, insurance benefits or other employee benefits shall be
         determined and paid in accordance with the terms of the relevant plan
         or policy as applicable to the Executive;

                           (ii) Within thirty (30) days after the Date of
         Termination, the Employer shall pay to the Executive a bonus for the
         year during which termination occurs, calculated as a prorata portion
         of the Executive's prior year's bonus amount (if any) based on the
         number of days elapsed during the year through the Date of Termination;

                           (iii) Severance payments equal to one hundred percent
         (100%) of the sum of (A) the Executive's then-current annual base
         salary, plus (B) the average of the sum of the bonus amounts earned by
         the Executive with respect to the three (3) calendar years (or such
         fewer number of years as Executive has been employed) immediately
         preceding the calendar year in which the Executive's Date of
         Termination occurs, payable in substantially equal monthly installments
         for a period of twelve (12) months (the "Severance Period") in
         accordance with the Employer's regular payroll practices; and

                           (iv) Continuation for the Severance Period of the
         Executive's right to maintain COBRA continuation coverage under the
         applicable plans at premium rates on the same "cost-sharing" basis as
         the applicable premiums paid for such coverage by active employees as
         of the Date of Termination.

In the event that upon the expiration of the Severance Period, Executive is not
employed or otherwise providing compensated services of any type, and has not
done so during the final ninety (90) days of the Severance Period, the Employer
may, in its sole discretion (which discretion need not be applied in a
consistent manner from one executive to another), agree to extend the Severance
Period for up to an additional six (6) months (the "Extended Severance Period").
The payments to Executive described in subParagraph (iii) above and the reduced
COBRA continuation premium described in subParagraph (iv) above shall continue
during the

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Extended Severance Period, subject to earlier termination effective as of the
first day of the month following the date on which the Executive becomes
employed or provides compensated services of any type (including
self-employment).

         The Executive shall provide such information as the Employer may
reasonably request to determine Executive's continued eligibility for the
payments and benefits provided by this Paragraph 8(b).

                  (c) Effect of Change in Control. In the event that a Change in
Control occurs and this Agreement thereafter terminates pursuant to Paragraph
7(c) by reason of the discharge of the Executive by the Employer other than for
Cause, death or Disability, or by reason of the resignation of the Executive for
Good Reason:

                           (i) The Employer shall pay all Accrued Obligations to
         the Executive in a lump sum in cash within thirty (30) days after the
         Date of Termination; provided, however, that any portion of the Accrued
         Obligations which consists of bonus, deferred compensation, incentive
         compensation, insurance benefits or other employee benefits shall be
         determined and paid in accordance with the terms of the relevant plan
         or policy as applicable to the Executive;

                           (ii) Within thirty (30) days after the Date of
         Termination, the Employer shall pay to the Executive a bonus for the
         year during which termination occurs, calculated as a prorata portion
         of the Executive's prior year's bonus amount (if any) based on the
         number of days elapsed during the year through the Date of Termination;

                           (iii) The Employer shall pay the Executive a lump sum
         payment within thirty (30) days after such termination of employment in
         the amount of two (2) times the sum of the following:

                                    (A) the amount of the Executive's annual
                  base salary determined as of the Date of Termination, or the
                  date immediately preceding the date of the Change in Control,
                  whichever is greater; plus

                                    (B) the greater of (A) the Executive's bonus
                  amount, if any, for the calendar year immediately preceding
                  that in which the Date of Termination occurs, or (B) the
                  average of the sum of the bonus amounts earned by the
                  Executive with respect to the three (3) calendar years (or
                  such fewer number of years as Executive has been employed)
                  immediately preceding the calendar year in which the
                  Executive's Date of Termination occurs, or if such sum would
                  be greater, with respect to the three (3) calendar years
                  immediately preceding the calendar year of the date of the
                  Change in Control; plus

                                    (C) the sum of:

                                            (I) the annual value of the
                           contributions that would have been expected to be
                           made or credited by the Employer to, and benefits
                           expected to be accrued under, the qualified and
                           non-qualified

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<PAGE>

                           employee profit sharing, 401(k), pension and any
                           other benefit plans maintained by the Employer to or
                           for the benefit of the Executive; plus

                                            (II) the annual value of the Other
                           Benefits described in Paragraph 6(a) and (c) above.

         For purposes of subParagraph (C)(I) above, the annual value of the
contributions and accruals to or under the employee benefit plans shall be
determined on the basis of the actual rate of contributions or accruals, as
applicable, and the provisions of the plans as in effect during the calendar
year immediately preceding the date of the Change in Control, or if the value so
determined would be greater, during the calendar year immediately preceding the
Date of Termination. The "annual value" of the executive perquisites described
in Paragraph 6(c) for purposes of subParagraph (C)(II) above shall be deemed to
equal 7.5% of the annual base salary amount applicable under clause (iii)(A)
above.

         The Executive shall also be entitled to outplacement services for a
reasonable period of time as agreed between the Executive and the Employer.

         Notwithstanding the foregoing, if a Change in Control occurs and this
Agreement is terminated prior to the Change in Control pursuant to Paragraph
7(c) by reason of the discharge of the Executive by the Employer other than for
Cause, death or Disability or by reason of the resignation of the Executive for
Good Reason, then the Executive shall be deemed for purposes of this Paragraph
8(c) to have so terminated pursuant to Paragraph 7(c) immediately following the
date the Change in Control occurs if it is reasonably demonstrated by the
Executive that such earlier termination was (i) at the request of a third party
who had taken steps reasonably calculated to effect the Change in Control, or
(ii) otherwise arose, or the circumstances that precipitated the termination
otherwise arose, in connection with or in anticipation of the Change in Control.

                  (d) Effect on Other Amounts. The payments provided for in this
Paragraph 8 shall be in addition to all other sums then payable and owing to the
Executive, shall be subject to applicable federal and state income and other
withholding taxes and shall be in full settlement and satisfaction of all of the
Executive's claims and demands. Upon such termination of this Agreement, the
Employer shall have no rights or obligations under this Agreement, other than
its obligations under this Paragraph 8, and the Executive shall have no rights
and obligations under this Agreement, other than the Executive's obligations
under Paragraphs 12 and 13 hereof (to the extent applicable); provided, however,
termination of this Agreement shall not terminate the obligation of the
Executive to pay to the Employer any amounts for which the Executive may be
liable to the Employer under any provision of the Sarbanes-Oxley Act of 2002
(including, without limitation, Section 304 of such Act), or any rules and
regulations promulgated thereunder, as amended from time to time.

                  (e) Conditions. Any payments or benefits made or provided
pursuant to this Paragraph 8 are subject to the Executive's:

                           (i)      compliance with the provisions of Paragraphs
         12 and 13 hereof (to the extent applicable);

                                       10

<PAGE>

                           (ii) delivery to the Employer of an executed Release
         and Severance Agreement, which shall be substantially in the form
         attached hereto as Exhibit A, with such changes therein or additions
         thereto as needed under then applicable law to give effect to its
         intent and purpose; and

                           (iii) delivery to the Employer of a resignation from
         all offices, directorships and fiduciary positions with the Employer,
         its affiliates and employee benefit plans.

Notwithstanding the due date of any post-employment payments, any amounts due
under this Paragraph 8 shall not be due until after the expiration of any
revocation period applicable to the Release and Severance Agreement.

         9. Certain Additional Payments by the Employer.

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Employer to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Paragraph 9) (a "Payment") would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended,
(the "Code") or if any interest or penalties are incurred by the Executive with
respect to such excise tax (such excise tax, together with any such interest and
penalties, being hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that, after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment.

                  (b) Subject to the provisions of Paragraph (c), below, all
determinations required to be made under this Paragraph 9, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by the independent public accountants then regularly retained by the Employer
(the "Accounting Firm") in consultation with counsel acceptable to Executive,
which shall provide detailed supporting calculations both to the Employer and
the Executive within fifteen (15) business days of the receipt of notice from
the Executive that there has been a Payment, or such earlier time as is
requested by the Employer. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting a Change in
Control, the Executive shall appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder) in consultation with
counsel acceptable to Executive. All fees and expenses of the Accounting Firm
and such counsel shall be borne solely by the Employer. Any Gross-Up Payment, as
determined pursuant to this Paragraph 9, shall be paid by the Employer to the
Executive within five (5) days of the receipt of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall furnish the Executive with a written opinion that
failure to report the Excise

                                       11

<PAGE>

Tax on the Executive's applicable federal income tax return would not result in
the imposition of a negligence or similar penalty. Any good faith determination
by the Accounting Firm shall be binding upon the Employer and the Executive. As
a result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the Employer
should have been made ("Underpayment"), consistent with the calculations
required to be made hereunder. In the event that the Employer exhausts its
remedies pursuant to Paragraph (c), below, and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Employer to or for the benefit of the
Executive.

                  (c) The Executive shall notify the Employer in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Employer of a Gross-Up Payment. Such notification shall be given
as soon as practicable but no later than fifteen (15) business days after the
Executive is informed in writing of such claim and shall apprise the Employer of
the nature of such claim and the date on which such claim is requested to be
paid. The Executive shall not pay such claim prior to the expiration of the
thirty (30)-day period following the date on which Executive gives such notice
to the Employer (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due). If the Employer notifies the Executive
in writing prior to the expiration of such period that it desires to contest
such claim, the Executive shall:

                           (i) Give the Employer any information reasonably
         requested by the Employer relating to such claim,

                           (ii) Take such action in connection with contesting
         such claim as the Employer shall reasonably request in writing from
         time to time, including, without limitation, accepting legal
         representation with respect to such claim by an attorney reasonably
         selected by the Employer,

                           (iii) Cooperate with the Employer in good faith in
         order effectively to contest such claim, and

                           (iv) Permit the Employer to participate in any
         proceedings relating to such claim;

provided, however, that the Employer shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
Paragraph (c), the Employer shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
the Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner; and the Executive agrees to prosecute such contest

                                       12

<PAGE>

to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Employer shall
determine; provided, however, that if the Employer directs the Executive to pay
such claim and sue for a refund, the Employer shall advance the amount of such
payment to the Executive on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Employer's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

                  (d) If, after the receipt by the Executive of an amount
advanced by the Employer pursuant to Paragraph (c), above, the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject to the Employer's complying with the requirements of said Paragraph
(c)) promptly pay to the Employer the amount of such refund (together with any
interest paid or credited thereon, after taxes applicable thereto). If, after
the receipt by the Executive of an amount advanced by the Employer pursuant to
said Paragraph (c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Employer does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid; and the amount
of such advance shall offset, to the extent thereof, the amount of the Gross-Up
Payment required to be paid.

         10. Dispute Resolution. In the event any dispute arises and the parties
after good faith efforts are unable to agree as to the calculation of the
amounts payable under this Agreement, it shall be settled in accordance with the
majority opinion of a committee consisting of an accountant chosen by the
Employer, an accountant chosen by the Executive and an independent accountant
acceptable to both the Executive and the Employer, as the case may be. The
committee's determination shall be binding and conclusive on the parties hereto.
The Employer shall pay all fees and expenses of the dispute resolution.

         11. Enforcement. In the event the Employer shall fail to pay any
amounts due to the Executive under this Agreement as they come due, the Employer
agrees to pay interest on such amounts at a rate equal to the prime rate plus
four percent (4%) per annum (as from time to time published in The Wall Street
Journal (Midwest Edition)). The Employer agrees that Executive and any successor
shall be entitled to recover all costs of successfully enforcing any provision
of this Agreement, including reasonable attorneys fees and costs of litigation,
if Executive is the prevailing party.

         12. Confidential Information.

                  The Executive shall not at any time during or following the
Executive's employment with the Employer, directly or indirectly, disclose or
use on the Executive's behalf or another's behalf, publish or communicate,
except in the course of the Executive's employment

                                       13

<PAGE>

and in the pursuit of the business of the Employer or any of its subsidiaries or
affiliates, any proprietary information or data of the Employer or any of its
subsidiaries or affiliates, which is not generally known to the public or which
could not be recreated through public means and which the Employer may
reasonably regard as confidential and proprietary. The Executive recognizes and
acknowledges that all knowledge and information which the Executive has or may
acquire in the course of the Executive's employment, such as, but not limited to
the business, developments, procedures, techniques, activities or services of
the Employer or the business affairs and activities of any customer, prospective
customer, individual firm or entity doing business with the Employer are its
sole valuable property, and shall be held by Executive in confidence and in
trust for their sole benefit. All records of every nature and description which
come into the Executive's possession, whether prepared by the Executive, or
otherwise, shall remain the sole property of the Employer and upon termination
of the Executive's employment for any reason, said records shall be left with
the Employer as part of its property.

         13. Non-Competition; Non-Solicitation. The Executive acknowledges that
the Employer and its affiliates and subsidiaries by nature of their respective
businesses have a legitimate and protectable interest in their clients,
customers and employees with whom they have established significant
relationships as a result of a substantial investment of time and money, and but
for the Executive's employment hereunder, the Executive would not have had
contact with such clients, customers and employees. The Executive agrees that
during the period of the Executive's employment with the Employer and for a
period of one (1) year after termination of the Executive's employment for any
reason (the "Non-Compete Period"), the Executive will not (except in the
Executive's capacity as an employee of the Employer) directly or indirectly, for
the Executive's own account, or as an agent, employee, director, owner, partner,
or consultant of any corporation, firm, partnership, joint venture, syndicate,
sole proprietorship or other entity which has a place of business (whether as a
principal, division, subsidiary, affiliate, related entity, or otherwise)
located within the Market Area (as hereinafter defined):

                  (a) engage, directly or indirectly, in any business that
provides banking products or services or that otherwise competes in any way with
the Employer or any of its subsidiaries or affiliates;

                  (b) solicit or induce, or attempt to solicit or induce any
client or customer of the Employer or any of its subsidiaries or affiliates not
to do business with the Employer or any of its subsidiaries or affiliates; or

                  (c) solicit or induce, or attempt to solicit or induce, any
employee or agent of the Employer or any of its subsidiaries or affiliates to
terminate his or her relationship with the Employer or any of its subsidiaries
or affiliates.

         For purposes of this Agreement, "Market Area" shall be an area
encompassed within a fifty (50) mile radius surrounding Executive's office as of
the Date of Termination of employment.

         The foregoing provisions shall not be deemed to prohibit (i) the
Executive's ownership, not to exceed five percent (5%) of the outstanding
shares, of capital stock of any corporation whose securities are publicly traded
on a national or regional securities exchange or in the over-

                                       14

<PAGE>

the-counter market or (ii) the Executive serving as a director of other
corporations and entities to the extent these directorships do not inhibit the
performance of the Executive's duties hereunder or conflict with the business of
the Employer.

         14. Remedies.

                  (a) The Executive acknowledges that the restraints and
agreements herein provided are fair and reasonable, that enforcement of the
provisions of Paragraphs 12 and 13 will not cause the Executive undue hardship
and that said provisions are reasonably necessary and commensurate with the need
to protect the Employer and its legitimate and proprietary business interests
and property from irreparable harm. The Executive acknowledges and agrees that
(a) a breach of any of the covenants and provisions contained in Paragraphs 12
or 13 above, will result in irreparable harm to the business of the Employer,
(b) a remedy at law in the form of monetary damages for any breach by the
Executive of any of the covenants and provisions contained in Paragraphs 12 and
13 is inadequate, (c) in addition to any remedy at law or equity for such
breach, the Employer shall be entitled to institute and maintain appropriate
proceedings in equity, including a suit for injunction to enforce the specific
performance by Executive of the obligations hereunder and to enjoin Executive
from engaging in any activity in violation hereof and (d) the covenants on the
Executive's part contained in Paragraphs 12 and 13, shall be construed as
agreements independent of any other provisions in this Agreement, and the
existence of any claim, setoff or cause of action by the Executive against the
Employer, whether predicated on this Agreement or otherwise, shall not
constitute a defense or bar to the specific enforcement by the Employer of said
covenants. In the event of a breach or a violation by the Executive of any of
the covenants and provisions of this Agreement, the running of the Non-Compete
Period (but not of Executive's obligation thereunder) shall be tolled during the
period of the continuance of any actual breach or violation.

                  (b) The parties hereto agree that the covenants set forth in
Paragraphs 12 and 13 are reasonable with respect to their duration, geographical
area and scope. If the final judgment of a court of competent jurisdiction
declares that any term or provision of Paragraph 12 or 13 is invalid or
unenforceable, the parties agree that the court making the determination of
invalidity or unenforceability shall have the power to reduce the scope,
duration, or area of the term or provision, to delete specific words or phrases,
or to replace any invalid or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision, and this Agreement
shall be enforceable as so modified after the expiration of the time within
which the judgment may be appealed.

         15. Notices. Any notice or other communication required or permitted to
be given hereunder shall be determined to have been duly given to any party (a)
upon delivery to the address of such party specified below if delivered
personally or by courier; (b) upon dispatch if transmitted by telecopy or other
means of facsimile, provided a copy thereof is also sent by regular mail or
courier; (c) within forty-eight (48) hours after deposit thereof in the U.S.
mail, postage prepaid, for delivery as certified mail, return receipt requested;
or (d) within twenty-four (24) hours after deposit thereof with a reputable
overnight courier (charges prepaid), addressed, in any case to the party at the
following address(es) or telecopy numbers:

                                       15

<PAGE>

                  (a) If to Executive, at the address set forth on the signature
page hereof.

                  (b) If to the Employer:

                           PrivateBancorp, Inc.
                           The PrivateBank (St. Louis)
                           Ten North Dearborn Street
                           Suite 900
                           Chicago, IL  60602
                           Attn: Chief Executive Officer
                           Telecopy No.:  (312) 683-7111

                           with a copy to:

                           Vedder, Price, Kaufman & Kammholz
                           222 North LaSalle Street
                           Chicago, Illinois  60601-1003
                           Attn:  Ms. Jennifer R. Evans
                           Telecopy No.:  (312) 609-5005

or to such other address(es) or telecopy number(s) as any party may designate by
written notice in the aforesaid manner.

         16.      Indemnification.

                  (a) In the event that legal action is instituted against the
Executive during or after the term hereof by a third party (or parties) based on
the performance or nonperformance by the Executive of the Executive's duties
hereunder, the Employer will assume the defense of such action by its attorneys
or attorneys selected by the Executive reasonably satisfactory to the Employer
and advance the costs and expenses thereof (including reasonable attorneys'
fees) without prejudice to or waiver by the Employer of its rights and remedies
against the Executive. In the event that there is a final judgment entered
against the Executive in any such litigation, and Executive is obligated, in
accordance with its charter, by-laws, or insurance, to reimburse such entities,
the Executive shall be liable to the Employer for all such costs and expenses
paid or incurred by them in the defense of any such litigation (the
"Reimbursement Amount"). The Reimbursement Amount shall be paid by the Executive
within thirty (30) days after rendition of the final judgment. The Employer
shall be entitled to set off the reimbursement amount against all sums which may
be owed or payable by the Employer to the Executive hereunder or otherwise. The
parties shall cooperate in the defense of any asserted claim, demand or
liability against the Executive or the Employer or its subsidiaries or
affiliates. The term "final judgment" as used herein shall be defined to mean
the decision of a court of competent jurisdiction, and in the event of an
appeal, then the decision of the appellate court, after petition for rehearing
has been denied, or the time for filing the same (or the filing of further
appeal) has expired.

                  (b) The rights to indemnification under this Section 16 shall
be in addition to any rights which the Executive may now or hereafter have under
the charter or By-laws of the Employer or any of its affiliates or subsidiaries,
under any insurance contract maintained by the

                                       16

<PAGE>

Employer or any of its affiliates or subsidiaries, or any agreement between the
Executive and the Employer or any of its affiliates or subsidiaries.

         17. Full Settlement; No Mitigation. The Employer's obligation to make
the payments and provide the benefits provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action which
the Employer may have against the Executive or others. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and such amounts shall not be reduced whether or
not the Executive obtains other employment.

         18. Payment in the Event of Death. In the event payment is due and
owing by the Employer to the Executive under this Agreement upon the death of
the Executive, payment shall be made to such beneficiary as the Executive may
designate in writing, or failing such designation, then the executor of the
Executive's estate, in full settlement and satisfaction of all claims and
demands on behalf of the Executive, shall be entitled to receive all amounts
owing to the Executive at the time of the Executive's death under this
Agreement. Such payments shall be in addition to any other death benefits of the
Employer and in full settlement and satisfaction of all severance benefit
payments provided for in this Agreement.

         19. Entire Understanding. This Agreement constitutes the entire
understanding between the parties relating to Executive's employment hereunder
and supersedes and cancels all prior written and oral understandings and
agreements with respect to such matters and except for the terms and provisions
of any employee benefit or other compensation plans (or any agreements or awards
thereunder), referred to in this Agreement, or as otherwise expressly
contemplated by this Agreement.

         20. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the heirs and representatives of the Executive and the successors
and assigns of the Employer. The Employer shall require any successor (whether
direct or indirect, by purchase, merger, reorganization, consolidation,
acquisition of property or stock, liquidation, or otherwise) to all or a
substantial portion of its assets, by agreement in form and substance reasonably
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Employer would be
required to perform this Agreement if no such succession had taken place.
Regardless of whether such an agreement is executed, this Agreement shall be
binding upon any successor of the Employer in accordance with the operation of
law, and such successor shall be deemed the "Employer" for purposes of this
Agreement.

         21. Tax Withholding. The Employer shall provide for the withholding of
any taxes required to be withheld by federal, state, or local law with respect
to any payment in cash, shares of stock and/or other property made by or on
behalf of the Employer to or for the benefit of the Executive under this
Agreement or otherwise. The Employer may, at its option: (a) withhold such taxes
from any cash payments owing from the Employer to the Executive, (b) require the
Executive to pay to the Employer in cash such amount as may be required to
satisfy such

                                       17

<PAGE>

withholding obligations and/or (c) make other satisfactory arrangements with the
Executive to satisfy such withholding obligations.

         22. No Assignment. Except as otherwise expressly provided herein, this
Agreement is not assignable by any party and no payment to be made hereunder
shall be subject to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or other charge.

         23. Execution in Counterparts. This Agreement may be executed by the
parties hereto in two (2) or more counterparts, each of which shall be deemed to
be an original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart.

         24. Jurisdiction and Governing Law. Except as provided in Paragraph 10,
jurisdiction over disputes with regard to this Agreement shall be exclusively in
the courts of the State of Illinois, and this Agreement shall be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Illinois, without regard to the choice of laws provisions of such
State.

         25. Severability. If any provision of this Agreement shall be adjudged
by any court of competent jurisdiction to be invalid or unenforceable for any
reason, such judgment shall not affect, impair or invalidate the remainder of
this Agreement. Furthermore, if the scope of any restriction or requirement
contained in this Agreement is too broad to permit enforcement of such
restriction or requirement to its full extent, then such restriction or
requirement shall be enforced to the maximum extent permitted by law, and the
Executive consents and agrees that any court of competent jurisdiction may so
modify such scope in any proceeding brought to enforce such restriction or
requirement.

         26. Survival. Provisions of this Agreement shall survive the
termination of the Executive's employment with the Employer to the extent
provided herein.

         27. Waiver. The waiver of any party hereto of a breach of any provision
of this Agreement by any other party shall not operate or be construed as a
waiver of any subsequent breach.

         28. Amendment. No change, alteration or modification hereof may be made
except in a writing, signed by each of the parties hereto.

         29. Construction. The language used in this Agreement will be deemed to
be the language chosen by Employer and the Executive to express their mutual
intent and no rule of strict construction shall be applied against any person.
Wherever from the context it appears appropriate, each term stated in either the
singular of plural shall include the singular and the plural, and the pronouns
stated in either the masculine, the feminine or the neuter gender shall include
the masculine, feminine or neuter. The headings of the Paragraphs of this
Agreement are for reference purposes only and do not define or limit, and shall
not be used to interpret or construe the contents of this Agreement.

         30. No Duplication. Notwithstanding anything herein to the contrary, to
the extent that any compensation or benefits are paid to or received by the
Executive from the Bank,

                                       18
<PAGE>

PrivateBancorp or any other subsidiary of PrivateBancorp or the Bank, such
compensation or benefits shall be subtracted from any amounts simultaneously due
hereunder from PrivateBancorp and/or the Bank, as the case may be.

                            [Signature Page Follows]


                                       19
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

                                       PRIVATEBANCORP, INC.


                                       By: /s/ Ralph B. Mandell
                                           -------------------------------------
                                       Title: Chief Executive Officer
                                              ----------------------------------

                                       THE PRIVATEBANK (ST. LOUIS)


                                       By: /s/ Richard C. Jensen
                                           -------------------------------------
                                       Title: Chairman and Chief Executive
                                               Officer


                                       EXECUTIVE


Address: __________________________    /s/ Richard C. Jensen
___________________________________    -----------------------------------------
___________________________________    Name:  Richard C. Jensen
Telecopy No.:______________________


                                       20
<PAGE>
                                               EXHIBIT A TO EMPLOYMENT AGREEMENT
                                               ---------------------------------

                         RELEASE AND SEVERANCE AGREEMENT
                         -------------------------------

         THIS RELEASE AND SEVERANCE AGREEMENT is made and entered into this ____
day of _________, _____ by and between PrivateBancorp, Inc. and its subsidiaries
and affiliates (including, without limitation, The PrivateBank (St. Louis))
(collectively, "PBI") and Richard C. Jensen (hereinafter "EXECUTIVE").

         EXECUTIVE'S employment with PBI terminated on __________, ______; and
EXECUTIVE has voluntarily agreed to the terms of this RELEASE AND SEVERANCE
AGREEMENT in exchange for severance benefits under the Employment Agreement
("Employment Agreement") to which EXECUTIVE otherwise would not be entitled.

         NOW THEREFORE, in consideration for severance benefits provided under
the Employment Agreement, EXECUTIVE on behalf of EXECUTIVE and EXECUTIVE'S
spouse, heirs, executors, administrators, children, and assigns does hereby
fully release and discharge PBI, its officers, directors, employees, agents,
subsidiaries and divisions, benefit plans and their administrators, fiduciaries
and insurers, successors, and assigns from any and all claims or demands for
wages, back pay, front pay, attorneys' fees and other sums of money, insurance,
benefits, contracts, controversies, agreements, promises, damages, costs,
actions or causes of action and liabilities of any kind or character whatsoever,
whether known or unknown, from the beginning of time to the date of these
presents, relating to EXECUTIVE'S employment or termination of employment from
PBI, including but not limited to any claims, actions or causes of action
arising under the statutory, common law or other rules, orders or regulations of
the United States or any State or political subdivision thereof including the
Age Discrimination in Employment Act and the Older Workers Benefit Protection
Act.

         EXECUTIVE acknowledges that EXECUTIVE'S obligations pursuant to
Paragraphs 12 and 13, of the Employment Agreement relating to the use or
disclosure of confidential information and non-solicitation of customers and
employees shall continue to apply to EXECUTIVE.

         This Release and Settlement Agreement supersedes any and all other
agreements between EXECUTIVE and PBI except agreements relating to proprietary
or confidential information belonging to PBI, and any other agreements, promises
or representations relating to severance pay or other terms and conditions of
employment are null and void.

         This release does not affect EXECUTIVE'S right to any benefits to which
EXECUTIVE may be entitled under any employee benefit plan, program or
arrangement sponsored or provided by PBI, including but not limited to the
Employment Agreement and the plans, programs and arrangements referred to
therein.

         EXECUTIVE and PBI acknowledge that it is their mutual intent that the
Age Discrimination in Employment Act waiver contained herein fully comply with
the Older Workers Benefit Protection Act. Accordingly, EXECUTIVE acknowledges
and agrees that:

                                      A-1

<PAGE>

                  (a) The severance benefits exceed the nature and scope of that
         to which EXECUTIVE would otherwise have been legally entitled to
         receive.

                  (b) Execution of this Agreement and the Age Discrimination in
         Employment Act waiver herein is EXECUTIVE'S knowing and voluntary act;

                  (c) EXECUTIVE has been advised by PBI to consult with
         EXECUTIVE'S personal attorney regarding the terms of this Agreement,
         including the aforementioned waiver;

                  (d) EXECUTIVE has had at least twenty-one (21) calendar days
         within which to consider this Agreement;

                  (e) EXECUTIVE has the right to revoke this Agreement in full
         within seven (7) calendar days of execution and that none of the terms
         and provisions of this Agreement shall become effective or be
         enforceable until such revocation period has expired;

                  (f) EXECUTIVE has read and fully understands the terms of this
         Agreement; and

                  (g) Nothing contained in this Agreement purports to release
         any of EXECUTIVE'S rights or claims under the Age Discrimination in
         Employment Act that may arise after the date of execution.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date indicated above.

PRIVATEBANCORP, INC.,                        EXECUTIVE
     for itself and its
     Subsidiaries and Affiliates

By:___________________________________       _________________________________
Its:__________________________________       Richard C. Jensen

                                      A-2

</TEXT>
</DOCUMENT>
