S-8

As filed with the Securities and Exchange Commission on November 15, 2007 Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

_______________

PRIVATEBANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3681151
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
70 West Madison Chicago, Illinois  60602
(Address, including zip code of registrant’s principal executive office)

________________

PRIVATEBANCORP, INC.

STRATEGIC LONG-TERM INCENTIVE COMPENSATION PLAN

(Full title of the plans)

_______________

Christopher J. Zinski, Esq.

PrivateBancorp, Inc.

70 West Madison, Suite 900

Chicago, Illinois  60602

(312) 683-7100

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Thomas P. Desmond, Esq.

Jennifer Durham King, Esq.

Vedder, Price, Kaufman & Kammholz, P.C.

222 North LaSalle Street

Chicago, Illinois  60601

(312) 609-7500

_______________

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, no par value	5,000,000	$29.69	$148,450,000	$4,557.42

⁽¹⁾ Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “1933 Act”), this Registration Statement also registers any additional shares of the Registrant’s common stock, without par value (the “Common Stock”), as may become issuable under the plan as a result of any stock split, stock dividend, recapitalization or similar event.

⁽²⁾ Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) based on the average of the high and low sales prices for the Common Stock reported on the Nasdaq Global Select Market on November 15, 2007 ($29.69).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I have been or will be sent or given to those persons who participate in the Plan.  Such documents are not required to be filed with the Commission as a part of this Registration Statement or as an exhibit.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant, a Delaware corporation, are incorporated in this Registration Statement by reference:

(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Commission on February 28, 2007 (File No. 000-25887);

(b) Proxy Statement for Registrant’s 2007 annual meeting of stockholders, filed with the Commission on March 14, 2007 (File No. 000-25887);

(c) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007, filed with the Commission on May 10, 2007;

(d) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, filed with the Commission on August 8, 2007;

(e) Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, filed with the Commission on November 2, 2007;

(f) Current Reports on Form 8-K filed with the Commission on February 28, 2007, March 7, 2007, March 9, 2007, March 15, 2007, March 20, 2007, June 21, 2007, July 23, 2007 and October 22, 2007, November 2, 2007 (File No. 000-25887);

(g) The description of Registrant’s Common Stock contained in the Registration Statement on Form 8-A, as amended, dated April 27, 1999 (File No. 000-25887).

All documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law grants each corporation organized thereunder the powers to indemnify any individual made party or threatened to be made party to any threatened, pending or completed action, suit or proceeding because the individual is or was a director, officer, employee or agent of the corporation, against actual and reasonable expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement incurred with respect to an action, suit or proceeding if the individual acted in good faith, and the individual reasonably believed:  (a) that the individual’s conduct was in the corporation’s best interests; (b) that the individual’s conduct was at least not opposed to the corporation’s best interests; and (c) in the case of any criminal proceeding, that the individual had no reasonable cause to believe the individual’s conduct was unlawful.  However, there will be limited or no indemnification for directors, officers, employees or agents adjudged to be liable to the corporation where such individuals are parties to any action by or in the right of the corporation.

Article Ninth of the Registrant’s Restated Certificate of Incorporation provides as follows:

NINTH:  The Corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation against liabilities and expenses reasonably incurred or paid by such person in connection with such action, suit or proceeding.  The Corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liabilities and expenses reasonably incurred or paid by such person in connection with such action, suit or proceeding.  The words “liabilities” and “expenses” shall include, without limitation:  liabilities, losses, damages, judgments, fines, penalties, amounts paid in settlement, expenses, attorneys’ fees and costs.  The indemnification provided by this Article NINTH shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

The Corporation may purchase and maintain insurance on behalf of any person referred to in the preceding paragraph against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article NINTH or otherwise.

For purposes of this Article NINTH, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent)

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absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

The provisions of this Article NINTH shall be deemed to be a contract between the Corporation and each director or officer who serves in any such capacity at any time while this Article and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law, if any, are in effect, and any repeal or modification of any such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Corporation.

Article XI of the Amended and Restated By-laws of the Company provides as follows:

Section 11.1  Third-Party Actions.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgment, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding; if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 11.2  Derivative Actions.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit, including all appeals, by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit, if

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he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.  However, no indemnification shall be made in respect of any claim, issue, or matter as to which the person is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines on application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the court of common pleas or other court shall deem proper.

Section 11.3  Rights After Successful Defense.  To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 11.1 or 11.2, above, or in defense of any claim, issue, or matter in that action, suit, or proceeding, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the action, suit, or proceeding.

Section 11.4  Other Determination of Rights.  Unless ordered by a court, any indemnification made under Section 11.1 or 11.2, above, shall be made by the Corporation only as authorized in the specific case on a determination that indemnification of the director, trustee, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 11.1 or 11.2, above.  The determination shall be made (a) by a majority vote of a quorum consisting of directors who were not and are not parties to or threatened with the action, suit, or proceeding; (b) if the described quorum is not obtainable or if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; (c) by the stockholders; or (d) by the court in which the action, suit, or proceeding was brought.

Section 11.5  Advances of Expenses.  Expenses of each person seeking indemnification under Section 11.1 or 11.2, above, may be paid by the Corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the Board of Directors in the specific case, on receipt of an undertaking by or on behalf of the director, trustee, officer, employee, or agent to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation.

Section 11.6  Nonexclusiveness; Heirs.  The indemnification provided by this Article shall not be deemed exclusive of, and shall be in addition to, any other rights to which those seeking indemnification may be entitled as a matter of law or under the Certificate of Incorporation, these By-Laws, any agreement, vote of stockholders, any insurance purchased by the Corporation, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of that person.

The effect of the foregoing provisions of the Delaware General Corporation Law, the Company’s Restated Certificate of Incorporation and Amended and Restated By-Laws would be to permit such indemnification of officers and directors by the Company for liabilities arising under the Securities Act of 1933.

The Company has entered into indemnification agreements with its directors and executive officers to indemnify them against certain liabilities.  Consistent with the provisions of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, under the terms of the agreements, the Company will indemnify its directors and executive officers to the fullest extent permitted under applicable law against all expenses, liabilities and losses incurred in connection with any legal proceeding brought against any of them by reason of their status as directors, officers, employees, agents or fiduciaries of the Company.  The expenses, liabilities and losses which the Company is

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obligated to pay may include judgments, fines and amounts paid in settlement of such legal proceedings by its directors and executive officers so long as they acted in good faith and in a manner which they reasonably believed was in the best interests of the Company.

The Company has purchased $70 million of insurance policies which insure the Company’s directors and officers against liability which they may incur as a result of actions taken in such capacities.  In addition, the Company maintains trust errors and omissions coverage up to a limit of $40 million.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

4.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation of PrivateBancorp, Inc. (incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2004).
4.2	Amended and Restated Certificate of Incorporation of PrivateBancorp, Inc., as amended (incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2003).
4.3	Amended and Restated By-Laws of PrivateBancorp, Inc. (incorporated by reference to Exhibit 3.3 to Registrant’s Form 10-Q for the quarterly period ended September 30, 2007).
5.1	Opinion of Vedder, Price, Kaufman & Kammholz, P.C.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Vedder, Price, Kaufman & Kammholz, P.C. (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature pages of the Registration Statement).
99.1	PrivateBancorp, Inc. Strategic Long-Term Incentive Compensation Plan.

Item 9.    Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 15th day of November, 2007.

PRIVATEBANCORP, INC.
By:	/s/ Dennis L. Klaeser
	Dennis L. Klaeser
	Chief Financial Officer

We, the undersigned officers and directors of PrivateBancorp, Inc., and each of us, do hereby constitute and appoint each and any of Larry D. Richman and Dennis L. Klaeser our true and lawful attorney and agent, with full power of substitution and resubstitution, to do any and all acts and things in our names and behalf in any and all capacities and to execute any and all instruments for us in our names in any and all capacities, which attorney and agent may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations, and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do hereby ratify and confirm all that said attorney and agent, or his substitute, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 15th day of November, 2007.

Name	Title
/s/ Larry D. Richman                                                                  Larry D. Richman	President, Chief Executive Officer and Director
/s/ Dennis L. Klaeser                                                                 Dennis L. Klaeser	Chief Financial Officer
/s/ Ralph B. Mandell                                                                 Ralph B. Mandell	Director and Chairman of the Board
/s/ Donald L. Beal                                                                      Donald L. Beal	Director

Name	Title
/s/ William A. Castellano                                                          William A. Castellano	Director
/s/ Robert F. Coleman                                                                Robert F. Coleman	Director
/s/ Patrick F. Daly                                                                       Patrick F. Daly	Director
/s/ William A. Goldstein                                                            William A. Goldstein	Director
James M. Guyette	Director
/s/ Richard C. Jensen                                                                 Richard C. Jensen	Director
Philip M. Kayman	Director
/s/ Cheryl Mayberry McKissack                                             Cheryl Mayberry McKissack	Director
/s/ William J. Podl                                                                       William J. Podl	Director
/s/ Edward W. Rabin, Jr.                                                            Edward W. Rabin, Jr.	Director
/s/ William R. Rybak                                                                  William R. Rybak	Director
/s/ Alejandro Silva                                                                     Alejandro Silva	Director
/s/ John B. Williams                                                                   John B. Williams	Director

INDEX TO EXHIBITS 

Exhibit Number	Description of Exhibit
4.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation of PrivateBancorp, Inc. (incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2004).
4.2	Amended and Restated Certificate of Incorporation of PrivateBancorp, Inc., as amended (incorporated by reference to Exhibit 3.1 to Registrant’s Form 10-Q for the quarterly period ended March 31, 2003).
4.3	Amended and Restated By-Laws of PrivateBancorp, Inc. (incorporated by reference to Exhibit 3.3 to Registrant’s Form 10-Q for the quarterly period ended September 30, 2007).
5.1	Opinion of Vedder, Price, Kaufman & Kammholz, P.C.
15	Acknowledgement of Ernst & Young LLP.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Vedder, Price, Kaufman & Kammholz, P.C. (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature pages of the Registration Statement).
99.1	PrivateBancorp, Inc. Strategic Long-Term Incentive Compensation Plan.

EX-5.1

EXHIBIT 5.1

	November 14, 2007

PrivateBancorp, Inc.

70 West Madison

Chicago, Illinois  60602

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel to PrivateBancorp, Inc. (the “Company”) in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration of 5,000,000 shares of the Company’s common stock, without par value (the “Common Stock”), issuable under the PrivateBancorp, Inc. Strategic Long-Term Incentive Compensation Plan (the “Plan”).  We have acted as counsel for the Company in connection with the Registration Statement.

In connection with our opinion, we have examined originals, or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Amended and Restated Certificate of Incorporation as amended, the Amended and Restated By-Laws of the Company, the Plan, as well as such other corporate records, documents and other papers as we deemed necessary to examine for purposes of this opinion.  We have assumed the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic and the genuineness of all signatures.

Based on the foregoing and the number of shares of Common Stock issued and outstanding as of the date hereof, it is our opinion that the 5,000,000 shares of Common Stock, when issued by the Company in accordance with the Plan, will be validly issued, fully paid and nonassessable.

The opinion expressed herein is based on the facts in existence and the laws in effect on the date hereof and is limited to the Federal securities laws and the General Corporation Law of the State of Delaware currently in effect.

We hereby consent to the use of this opinion in connection with the Registration Statement and to references to our firm therein.

Very truly yours,

/s/Vedder, Price, Kaufman & Kammholz, P.C.

VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.

EX-15

EXHIBIT 15

ACKNOWLEDGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Audit Committee

PrivateBancorp, Inc.

We are aware of the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) of PrivateBancorp, Inc. pertaining to the PrivateBancorp Inc. Strategic Long-Term Incentive Compensation Plan of our reports dated May 7, 2007, August 8, 2007 and November 1, 2007, relating to the unaudited consolidated interim financial statements of PrivateBancorp, Inc. that are included in its Forms 10-Q for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007.

/s/ Ernst & Young LLP

Chicago, Illinois

November 14, 2007

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement  (Form S-8 No. 333-00000) pertaining to the Strategic Long-Term Incentive Compensation Plan of PrivateBancorp, Inc. of our reports dated February 20, 2007, with respect to the consolidated financial statements of PrivateBancorp, Inc., PrivateBancorp Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of PrivateBancorp, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2006, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois

November 14, 2007

EX-99.1

EXHIBIT 99.1

PRIVATEBANCORP, INC.

STRATEGIC LONG-TERM INCENTIVE COMPENSATION PLAN

(Effective October 31, 2007)

1.   Purpose.  The purpose of the PrivateBancorp, Inc. Strategic Long-Term Incentive Compensation Plan is to benefit the Corporation and its Subsidiaries by enabling the Corporation to offer certain officers and employees of the Corporation and its Subsidiaries stock incentives and other equity interests in the Corporation as an inducement to their agreement to accept an offer of employment with the Corporation or a Subsidiary, thereby providing them a stake in the growth of the Corporation and encouraging them to accept and continue in the service of the Corporation and its Subsidiaries.

2.   Definitions.

(a)   “Award” includes, without limitation, Stock Options, Stock Appreciation Rights, Performance Share or Unit awards, Dividend or Equivalent Rights, Stock Awards, Restricted Share or Unit awards, Cash Awards or other awards (“Other Incentive Awards”) that are valued in whole or in part by reference to, or are otherwise based on, the Corporation’s Common Stock or other factors, all on a stand alone, combination or tandem basis, as described in or granted under this Plan.

(b)   “Award Agreement” means a writing provided by the Corporation to each Participant setting forth the terms and conditions of each Award made under this Plan.

(c)   “Board” means the Board of Directors of the Corporation.

(d)   “Cash Award” has the meaning specified in Section 6(h).

(e)   “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(f)   “Committee” means the Compensation Committee of the Board or such other committee of the Board as may be designated by the Board from time to time to administer this Plan.

(g)   “Common Stock” means the Common Stock, no par value, of the Corporation.

(h)   “Corporation” means PrivateBancorp, Inc., a Delaware corporation.

(i)   “Dividend or Equivalent Rights” has the meaning specified in Section 6(e).

(j)   “Effective Date” has the meaning specified in Section 14.

(k)   “Employee” means an employee of the Corporation or a Subsidiary.

(l)   “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m)   “Fair Market Value” means the closing price for the Common Stock as reported by the NASDAQ Global Select Market on the relevant valuation date or, if there were no sales on the valuation date, on the next succeeding date on which such selling prices were recorded; provided, however, that the Committee may modify the definition of Fair Market Value with respect to any particular Award.

(n)   “Other Incentive Award” has the meaning specified in Section 2(a).

(o)   “Participant” means an Employee who has been granted an Award under the Plan.

(p)   “Performance Criteria” has the meaning in Section 7.

(q)   “Performance Share” has the meaning specified in Section 6(c).

(r)   “Performance Unit” has the meaning specified in Section 6(d).

(s)   “Plan” means this PrivateBancorp, Inc. Strategic Long-Term Incentive Compensation Plan.

(t)   “Plan Year” means a twelve-month period beginning with January 1 of each year.

(u)   “Previously-Acquired Shares” means shares of Common Stock acquired by the Participant or any beneficiary of Participant other than pursuant to an Award under this Plan.

(v)   “Restriction Period” means a period of time beginning as of the date upon which an Award subject to restrictions or forfeiture provisions is made pursuant to this Plan and ending as of the date upon which the Common Stock subject to such Award is no longer restricted or subject to forfeiture provisions.

(w)   “Restricted Share” has the meaning specified in Section 6(c).

(x)   “Restricted Unit” has the meaning specified in Section 6(d).

(y)   “Stock Appreciation Right” has the meaning specified in Section 6(b).

(z)   “Stock Award” has the meaning specified in Section 6(f).

(aa)   “Stock Option” has the meaning specified in Section 6(a).

(bb)   “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Corporation has or obtains, directly or indirectly, a proprietary interest of at least 50% by reason of stock ownership or otherwise.

3.   Eligibility.  Any Employee selected by the Committee is eligible to receive an Award.

4.   Plan Administration.

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(a)   Except as otherwise determined by the Board, the Plan shall be administered by the Committee.  The Committee shall make determinations with respect to the participation of Employees in the Plan and, except as otherwise required by law or this Plan, the terms of Awards, including vesting schedules, price, length of relevant performance, Restriction Period, option period, dividend rights, post-retirement and termination rights, payment alternatives such as cash, stock, contingent awards or other means of payment consistent with the purposes of this Plan, and such other terms and conditions as the Committee deems appropriate.

(b)   The Committee, by majority action thereof (whether taken during a meeting or by written consent), shall have authority to interpret and construe the provisions of the Plan and the Award Agreements, to decide all questions of fact arising in its application and to make all other determinations pursuant to any Plan provision or Award Agreement which shall be final and binding on all persons.  To the extent deemed necessary or advisable for purposes of Section 16 of the Exchange Act, a member or members of the Committee may recuse himself or themselves from any action, in which case action taken by the majority of the remaining members shall constitute action by the Committee.  No member of the Committee shall be liable for any action or determination made in good faith, and the members of the Committee shall be entitled to indemnification and reimbursement in the manner provided in the Corporation’s Certificate of Incorporation, By-Laws, by agreement or otherwise as may be amended from time to time.

(c)   To the extent permitted under the Delaware law, the Committee may, by a resolution adopted by the Committee, authorize one or more officers of the Corporation to do one or more of the following:  (i) designate officers and employees of the Corporation or any of its Subsidiaries to be recipients of an Award under this Plan, (ii) determine the amount, terms, conditions, and form of any such Awards and (iii) take such other actions which the Committee is authorized to take under this Plan; provided, however, that the resolution so authorizing such officer or officers shall specify the total number of shares of Common Stock or cash payable under such Awards which such officer or officers may so award; provided, further, however, that the Committee may not delegate to any person the authority to grant Awards to, or take other action with respect to, Participants who at the time of such Awards or action are subject to Section 16 of the Exchange Act.  Further, the Committee may not authorize an officer to designate himself or herself as a recipient of any such Awards.  To the extent deemed necessary or advisable for purposes of Section 16 of the Exchange Act or otherwise, the Board may act as the Committee hereunder.

5.   Stock Subject to the Provisions of the Plan.

(a)   The stock subject to the provisions of this Plan may be shares of authorized but unissued Common Stock, treasury shares held by the Corporation or any Subsidiary, or shares acquired by the Corporation through open market purchases or otherwise.  Subject to adjustment in accordance with the provisions of Section 11, the total number of shares of Common Stock which may be issued

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under the Plan or with respect to which Awards may be granted shall not exceed 5,000,000 shares.  To the extent that shares of Common Stock subject to an outstanding Award are not issued by reason of the forfeiture, termination, surrender, cancellation or expiration while unexercised of such award, by reason of the tendering or withholding of shares by either actual delivery or by attestation to pay all or a portion of the purchase price or to satisfy all or a portion of the tax withholding obligations relating to an award, by reason of being settled in cash in lieu of Common Stock or settled in a manner such that some or all of the shares covered by the Award are not issued to a Participant, or being exchanged for a grant under this Plan that does not involve Common Stock, then such shares shall immediately again be available for issuance under this Plan.

(b)   The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate.

(c)   Shares of Common Stock issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Corporation or any of its Subsidiaries shall not reduce the number of shares of Common Stock available under this Plan.

(d)   To the extent provided by the Committee, any Award may be settled in cash rather than Common Stock.

(e)   If an Award is granted in tandem with a Stock Appreciation Right, such that the exercise of the Award right or Stock Appreciation Right with respect to a share of Common Stock cancels the tandem Stock Appreciation Right or Award right, respectively, with respect to such share, the tandem Award right and Stock Appreciation Right with respect to each share of Common Stock shall be counted as covering but one share of Common Stock for purposes of applying the limitations of this paragraph (e).

6.   Awards under this Plan.  As the Board or Committee may determine, the following types of Awards may be granted under this Plan on a stand-alone, combination or tandem basis:

(a)   Stock Option.  A right to buy a specified number of shares of Common Stock at a fixed exercise price during a specified time, all as the Committee may determine; provided that the exercise price of any Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant of such Award.

(b)   Stock Appreciation Right.  A right to receive the excess of the Fair Market Value of a share of Common Stock on the date the Stock Appreciation Right is exercised over the Fair Market Value of a share of Common Stock on the date the Stock Appreciation Right was granted.

(c)   Restricted and Performance Share.  A transfer of Common Stock to a Participant, subject to such restrictions on transfer or other incidents of ownership, and/or in

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the case of Performance Shares subject to performance standards established pursuant to Section 7 below, for such periods of time as the Committee may determine.

(d)   Restricted and Performance Share Unit.  A fixed or variable share or dollar denominated unit subject to such conditions of vesting, and time of payment, and/or in the case of Performance Share Units, performance standards established pursuant to Section 7 below, as the Committee may determine, which are valued at the Committee’s discretion in whole or in part by reference to, or otherwise based on, the Fair Market Value of Common Stock and which may be paid in Common Stock, cash or a combination of both.

(e)   Dividend or Equivalent Right.  A right to receive dividends or their equivalent in value in Common Stock, cash or in a combination of both with respect to any new or previously existing Award.

(f)   Stock Award.  An unrestricted transfer of ownership of Common Stock.

(g)   Awards under Deferred Compensation or Similar Plans.  The right to receive Common Stock or a fixed or variable share denominated unit granted under this Plan or any deferred compensation or similar plan established from time to time by the Corporation.

(h)   Cash Award.  An award denominated in cash that may be earned pursuant to the achievement of Performance Criteria set forth in Section 7 during a performance cycle period equal to one Plan Year or such other period of time as determined by the Committee or that may be earned under the Corporation’s annual bonus, multi-year bonus or other incentive or bonus plans.

(i)   Other Incentive Awards.  Other Incentive Awards which are related to or serve a similar function to those Awards set forth in this Section 6, including, but not limited to, Other Incentive Awards related to the establishment or acquisition by the Corporation or any Subsidiary of a new or start-up business or facility.

7.   Performance-Based Awards.  The Committee may from time to time, establish Performance Criteria with respect to an Award.  The Performance Criteria or standards for an Award shall be determined by the Committee in writing, shall be measured for achievement or satisfaction during the period in which the Committee permitted such Participant to satisfy or achieve such Performance Criteria and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated and may be based on or adjusted for any other objective goals, events, or occurrences established by the Committee, provided that such criteria or standards relate to one or more of the following:  earnings, revenue growth, growth in earnings per share, revenues, expenses, stock price, market share, charge-offs, loan loss reserves, reductions in non-performing assets, return on assets, return on equity, asset growth, deposit growth, loan growth, asset quality levels, growth in the Fair Market Value of the Common Stock or assets, investment, regulatory compliance, satisfactory internal or

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external audits, improvement of financial ratings, achievement of balance sheet or income statement objectives.  Performance Criteria may include or exclude (provided such inclusion or exclusion, as the case may be, is in writing) extraordinary charges, losses from discontinued operations, restatements and accounting changes and other unplanned special charges such as restructuring expenses, acquisitions, acquisition expenses, including expenses related to goodwill and other intangible assets, stock offerings and strategic loan loss provisions.  Such Performance Criteria may be particular to a line of business, Subsidiary or other unit or may be based on the performance of the Corporation generally.

8.   Award Agreements.  Each Award under the Plan shall be evidenced by an Award Agreement.  Delivery of an Award Agreement to each Participant shall constitute an agreement, subject to Section 9 hereof, between the Corporation and the Participant as to the terms and conditions of the Award.

9.   Other Terms and Conditions.

(a)   No Assignment; Limited Transferability of Stock Options.  Except as provided below, no Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except by will or by the laws of descent and distribution.  Notwithstanding the foregoing, the Committee may, in its discretion, authorize all or a portion of the Stock Options granted to a Participant to be on terms, that permit transfer by such Participant to:

(i)   the spouse, children or grandchildren of the Participant (“Immediate Family Members”);

(ii)   a trust or trusts for the exclusive benefit of the Participant or such Immediate Family Members (or both); or

(iii)   a partnership in which the Participant or such Immediate Family Members (or both) are the only partners, provided that:

(A)   there may be no consideration for any such transfer;

(B)   the Award Agreement pursuant to which such Stock Options are granted expressly provides for transferability in a manner consistent with this Section 9(a); and

(C)   subsequent transfers of transferred Stock Options shall be prohibited except those in accordance with this Section 9(a).

Following transfer, any such Stock Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of this Section 9(a) hereof the term “Participant” shall be deemed to refer to the transferee.  The provisions of the Stock Option relating to the period of exercisability and expiration of the Stock Option shall

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continue to be applied with respect to the original Participant, and the Stock Options shall be exercisable or received by the transferee only to the extent, and for the periods, set forth in said Stock Option.

(b)   Beneficiary Designation.  Each Participant under the Plan may name, from time to time, any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his death before he receives any or all of such benefit.  Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and shall be effective only when filed by the Participant in writing with the Committee during his lifetime.  In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his estate.

(c)   Termination of Employment.  The disposition of the grant of each Award in the event of the retirement, disability, death or other termination of a Participant’s employment shall be as determined by the Committee and set forth in the Award Agreement.

(d)   Rights as a Stockholder.  A Participant shall have no rights as a stockholder with respect to shares covered by an Award until the date the Participant or his nominee, guardian or legal representative is the holder of record; provided, however, that Participants holding Restricted Shares may exercise full voting rights with respect to those shares during the Restriction Period.

(e)   Dividends and Dividend Equivalents.  Rights to dividends and Dividend Equivalents may be extended to and made a part of any Award, subject to such terms, conditions and restrictions as the Committee may establish.  The Committee may also establish rules and procedures for the crediting of Dividend Equivalents for Awards.

(f)   Payments by Participants.  The Committee may determine that Awards for which a payment is due from a Participant may be payable:  (i) in cash by personal check, bank draft or money order payable to the order of the Corporation, by money transfers or direct account debits; (ii) through the delivery or deemed delivery based on attestation to the ownership of previously acquired shares of Common Stock with a Fair Market Value equal to the total payment due from the Participant; (iii) through a simultaneous exercise of the Participant’s Award and sale of the shares thereby acquired pursuant to a brokerage arrangement approved in advance by the Committee to assure its conformity with the terms and conditions of the Plan; (iv) by a combination of the methods described in (i), (ii) and (iii) above; or (v) by such other methods as the Committee may deem appropriate.

(g)   Withholding.  Except as otherwise provided by the Committee in the Award Agreement or otherwise (i) the deduction of withholding and any other taxes required by law shall be made from all amounts paid in cash, and (ii) in the case

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of the exercise of Stock Options or payments of Awards in shares of Common Stock, the Participant shall be required to pay the amount of any taxes required to be withheld in cash prior to receipt of such stock, or alternatively, the Corporation may require or permit the Participant to elect to have withheld a number of shares the Fair Market Value of which equals the minimum statutory withholding tax required be withheld from the shares to be received upon such exercise or payment or deliver such number of Previously-Acquired Shares of Common Stock.

(h)   Deferral.  To the extent provided by the Committee in the Award Agreement or otherwise, the receipt of payment of cash or delivery of shares of Common Stock that would otherwise be due under any Award other than a Stock Option or Stock Appreciation Right may be deferred pursuant to an applicable deferral plan established by the Corporation or a Subsidiary.  The Committee shall establish rules and procedures relating to any such deferrals and the payment of any tax withholding with respect thereto.

(i)   Other Restrictions.  The Committee shall impose such other restrictions on any Awards granted pursuant to the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal or state securities laws, post-vesting or exercise holding periods, or requirements to comply with restrictive covenants, and may legend the certificates issued in connection with an Award to give appropriate notice of any such restrictions. To the extent that the Plan provides for issuance of certificates to reflect the transfer of shares of Common Stock, the transfer of such Shares may be affected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

(j)   Code Section 409A.  Anything under the Plan to the contrary notwithstanding, to the extent applicable, it is intended that the Plan shall comply with the provisions of Section 409A of the Code and the Plan and all applicable Awards be construed and applied in a manner consistent with this intent.  In furtherance thereof, any amount constituting a “deferral of compensation” under Treasury Regulation Section 1.409A-1(b) that is payable to a Participant upon a separation from service of the Participant (within the meaning of Treasury Regulation Section 1.409A-1(h)) (other than due to the Participant’s death), occurring while the Participant shall be a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) of the Company or applicable Subsidiary, shall not be paid until the earlier of (x) the date that is six months following such separation from service or (y) the date of the Participant’s death following such separation from service.

10.   Amendments, Modification and Termination.  The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part, subject to any requirement of shareholder approval imposed by applicable law, rule or regulation.  No termination, amendment, or modification of the Plan shall adversely affect in any

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material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

11.   Adjustment.  The aggregate number of shares of Common Stock as to which Awards may be granted to Participants, the number of shares of Common Stock set forth in the limitation in Section 5(e), the number of shares of Common Stock covered by each outstanding Award, and the price per share of Common Stock in each such Award, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by the Corporation, or other change in corporate or capital structure; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated.  The Committee may also make the foregoing changes and any other changes, including changes in the classes of securities available, to the extent it is deemed necessary or desirable to preserve the intended benefits of the Plan for the Corporation and the Participants in the event of any other reorganization, recapitalization, merger, consolidation, spin-off, extraordinary dividend or other distribution or similar transaction.

12.   Rights as Employees.  No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Corporation or a Subsidiary.  Further, the Corporation and each Subsidiary expressly reserve the right at any time to dismiss a Participant free from any liability, or any claim under the Plan, except as provided herein or in any Award Agreement issued hereunder.

13.   Governing Law.  To the extent that federal laws do not otherwise control, the Plan and all Award Agreements hereunder shall be construed in accordance with and governed by the law of the State of Delaware, provided, however, that in the event the Corporation’s state of incorporation shall be changed, then the law of the new state of incorporation shall govern.

14.   Effective Date and Term.  The effective date of the Plan is October 31, 2007 (the “Effective Date”), the date the Plan was adopted by the Board.  The Plan shall remain in effect until terminated by the Board; provided, however, that no Awards shall be granted under this Plan on or after December 31, 2009.

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