-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WruRyuONU+RmauIwe8JU+q0wRFuyjkUH1L2l3i+6eTaaVnXSGzoo2ObNr2ViiKXR uIuXSJRznwIKALaD2wS+ng== 0000950124-07-005528.txt : 20071102 0000950124-07-005528.hdr.sgml : 20071102 20071102070106 ACCESSION NUMBER: 0000950124-07-005528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071031 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071102 DATE AS OF CHANGE: 20071102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATEBANCORP, INC CENTRAL INDEX KEY: 0000889936 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363681151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25887 FILM NUMBER: 071208582 BUSINESS ADDRESS: STREET 1: 70 WEST MADISON, SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126837100 MAIL ADDRESS: STREET 1: 70 WEST MADISON, SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: PRIVATEBANCORP INC DATE OF NAME CHANGE: 19990408 8-K 1 c21211e8vk.htm CURRENT REPORT e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2007
PRIVATEBANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
 
         
Delaware   000-25887   36-3681151
(State or other jurisdiction   (Commission file number)   (I.R.S. employer
of incorporation)       identification no.)
         
70 West Madison       60602
Chicago, Illinois       (Zip Code)
(Address of principal executive offices)        
Registrant’s telephone number, including area code: (312) 683-7100
Not Applicable
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

     
Item 5.02(c),(d),(e)
  Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Larry D. Richman as President and CEO to succeed Ralph B. Mandell who continues as Chairman of the Board
     On November 2, 2007, PrivateBancorp, Inc. (the “Company”), announced that Larry D. Richman, 55, has joined the Company and on November 5, 2007 will assume the role of its President and Chief Executive Officer, succeeding Ralph B. Mandell, who will continue as Chairman of the Board. Mr. Richman also succeeds Mr. Mandell as President and Chief Executive Officer of The PrivateBank-Chicago (the “Bank”). Mr. Richman was also elected to the Board of Directors of the Company and its Executive and Planning Committee, and as Chairman of the Board of The PrivateBank — Chicago.
     Prior to joining the Company, Mr. Richman had served as President and Chief Executive Officer of LaSalle Bank, NA and President of LaSalle Bank Midwest from March 2007 until September 30, 2007, and prior thereto held senior executive positions at LaSalle Bank, NA. Mr. Richman serves as a board member, trustee or advisory council member for various civic and charitable organizations, including Northwestern Memorial Hospital, the Chicago Museum of Science and Industry, Bradley University and the Indiana University Kelley School of Business.
     Pursuant to the terms of the employment arrangements entered into by the Company, the Bank and Mr. Richman (the “Agreement”), Mr. Richman will receive a base salary of not less than $785,000 per year and a target annual bonus of 125% of base salary. Mr. Richman will participate in benefit plans applicable to the Company’s senior executives. The Company has agreed to make Mr. Richman whole in the event that certain vested amounts to which Mr. Richman is entitled are not paid by his prior employer. The arrangements provide that Mr. Richman will be entitled to severance pay equal to 1.5 times salary and average bonus in the event of involuntary termination (which includes resignation for good reason) and continuation of certain benefits for a period of 18 months. If the involuntary termination occurs in connection with a change in control, the severance pay would be equal to 3.0 times base salary and the greater of the average or prior years’ bonus, and continuation of certain benefits for 36 months. Mr. Richman would be entitled to a full gross-up in the event he becomes subject to the excise tax on golden parachute payments.
     As a material inducement to Mr. Richman to join the Company and the Bank, Mr. Richman was awarded 375,000 stock options and 150,000 performance shares on November 1, 2007 under a newly-established Strategic Long-Term Incentive Compensation Plan. A majority of these equity awards are subject to performance-vesting requirements.
     The stock options have an exercise price of $26.10, the closing price of the Company’s common stock on November 1, 2007. One-half, or 187,500, of the stock options will be subject to time-vesting requirements (the “Time-Vesting Stock Options”). One-fifth of the Time-Vesting Stock Options will vest on each December 31st of each year beginning in 2008 through 2012, subject to Mr. Richman’s continued employment on each such date.
     The other half of the stock options (the “Performance-Vesting Options”) and the 150,000 performance shares (the “Performance Shares”) will vest subject to performance vesting requirements and Mr. Richman’s continued employment during the five-year performance period of 2008 through 2012. Under the performance vesting provisions, one-fifth of the Performance-Vesting Options will vest as of December 31st of each year beginning in 2008 if the required 20% compound annual growth in earnings per share (EPS) has been achieved and one-fifth of the Performance Shares will vest as of December 31st of each year beginning in 2008 if a required 20% compound annual growth in the Company’s stock price has been achieved during such year. These compound growth targets, which are based on the ten-day

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average closing stock price of $27.91 prior to the date of grant and twelve-months EPS of $1.65 at September 30, 2007 are as follows:
                     
             
      20% Required Compound       20% Required Growth  
Year     Annual EPS Growth       in Stock Price  
             
2008
    $ 1.98       $ 33.49  
             
2009
    $ 2.38       $ 40.19  
             
2010
    $ 2.85       $ 48.23  
             
2011
    $ 3.42       $ 57.87  
             
2012
    $ 4.11       $ 69.45  
             
     Under the terms of the awards, achievement of the stock price requirement will be based on attainment of the required stock price for a period of twenty consecutive trading days during the year. The Performance Share awards have a catch-up provision permitting amounts to vest in a subsequent year if the stock price requirement for a later year is achieved. The Performance-Vesting Options provide an opportunity for partial vesting at the end of the five year performance period if cumulative five-year EPS reflects a compound annual growth rate of at least 15%. Each of the performance awards provides for minimum vesting of one-fourth of the Performance-Vesting Options and Performance Shares if Mr. Richman’s employment continues through December 31, 2012. In the event of involuntary termination, or in the event of a change in control prior to December 31, 2012, any unvested awards will vest in full.
     Mr. Richman’s employment arrangements also contains confidentiality provisions and non-competition and non-solicitation covenants which become effective December 31, 2008 and will survive for up to one year from his termination date.
     The Company will file a copy of Mr. Richman’s employment agreement as an exhibit to its Form 10-K for its fiscal year ending December 31, 2007.
Employment Arrangements with Ralph B. Mandell
     In connection with the management succession and Strategic Growth and Transformation Plan announced by the Company today, Mr. Mandell will serve as an executive Chairman of the Board of the Company through 2009, at which time it is anticipated that Mr. Mandell will become a consultant to the Company and Board. In recognition of the transition and of Mr. Mandell’s contributions to implementation and continuing importance to the success of the Strategic Growth and Transformation Plan, the Board of Directors approved changes to Mr. Mandell’s employment arrangements. Pursuant to the terms of the arrangements approved by the Board, Mr. Mandell’s base salary has been set at $600,000 for 2007, $650,000 for 2008 and $700,000 for 2009, with a target bonus in each of those years of 200% of base salary and annual equity awards with a value of $600,000 provided one-half in stock options and one-half in restricted stock. During the consulting period, Mr. Mandell will be entitled to receive $2 million in 2010 and $1 million in each of 2011 and 2012.
     In recognition of Mr. Mandell’s efforts toward achieving succession planning objectives, he was awarded 37,500 restricted stock units which will vest at the rate of 12,500 shares on each of December 31, 2007, 2008 and 2009, if his employment continues through those dates. In addition, on November 1, 2007, Mr. Mandell was granted a retention equity incentive of 112,500 stock options and

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45,000 performance share units. The stock options have an exercise price of $26.10, the closing price on November 1, 2007, and are divided evenly between time-vesting options and performance vesting options with the same general vesting terms as the Time-Vesting Options and Performance-Vesting Options granted to Mr. Richman. The performance share units are subject to the same vesting provisions as those applicable to the Performance Shares granted to Mr. Richman, provided, that the award of the performance share units is conditioned upon Mr. Mandell’s agreement to enter into a revised employment agreement in substantially the same form as the employment arrangements entered into with Mr. Richman, in which case the provisions of such agreement relating to the vesting of the awards upon involuntary termination will apply to the stock options and performance share units. The foregoing equity awards were granted under the 2007 Incentive Compensation Plan described below.
     The Company will file a copy of Mr. Mandell’s new employment agreement as an exhibit to its Form 10-K for its fiscal year ending December 31, 2007.
Establishment of Strategic Long-Term Incentive Compensation Plan; Inducement Equity Awards
     On October 31, 2007, the Board adopted a Strategic Long-Term Incentive Compensation Plan (the “Strategic LTIP”) pursuant to which the Company has made the inducement equity awards to Mr. Richman (as described above), as well as other commercial banking executives who have been recently hired, or will be hired over the next three quarters, in support of the Strategic Growth and Transformation Plan announced by the Company today. The Strategic LTIP authorizes the grant of inducement equity awards to new hires with respect to up to 5 million shares of common stock. The Strategic LTIP is administered by the Company’s Board of Directors and Compensation Committee and authorizes the grant of stock options, stock appreciation rights, restricted stock, performance shares and other equity based awards.
     The inducement awards granted on November 1, 2007 to Mr. Richman and the other 26 recently hired executives totaled 763,500 Time-Vesting Options, 763,500 Performance-Vesting Options and 559,350 Performance Shares. These inducement awards have the same terms as the inducement awards made to Mr. Richman, except that vesting in the event of involuntary termination is pro rata based on the amount of vesting achieved through the end of the year in which involuntary termination occurs. Additional information regarding these awards is contained in the attached press release dated November 2, 2007, which is incorporated into this Item by reference.
Establishment of 2007 Incentive Compensation Plan; Retention Equity Awards
     On October 31, 2007, the Board also adopted the 2007 Incentive Compensation Plan (the “2007 Plan”) pursuant to which the Company has made retention incentive equity awards to Mr. Mandell (as described above), and to Dennis L. Klaeser, Chief Financial Officer, Gary S. Collins, Vice Chairman of the Bank, Hugh McLean, Vice Chairman of the Bank and 21 other senior executives of the Company and Bank whose continued efforts are critical to the success of the Strategic Growth and Transformation Plan. The terms of the retention incentive awards are similar and subject to the same provisions as those granted to Mr. Mandell, including, in the case of performance share units, the recipient’s agreement to enter into new employment arrangements in substantially the same form as the employment arrangements entered into with similarly-situated recently-hired banking executives. The 2007 Plan authorizes the grant of awards with respect to up to 5 million shares of common stock, as well as cash incentive awards similar to those authorized under the Company’s existing Incentive Compensation Plan. The retention incentive awards were made under the 2007 Plan because insufficient shares remain available for awards under the Company’s current Incentive Compensation Plan. In keeping with applicable rules of the NASDAQ Global Select Market, any awards which may vest or become payable prior to the approval of the 2007 Plan by the Company’s stockholders will be settled in cash. The 2007 Plan is administered by the Company’s Board of Directors and Compensation Committee and authorizes the grant of stock options, stock appreciation rights, restricted stock, performance shares and other equity based awards.

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     The retention incentive awards granted on November 1, 2007 pursuant to the 2007 Plan to Mr. Mandell are described above. The number of time-vesting options, performance-vesting options, and performance share units granted to each of Messrs. Klaeser, Collins and McLean were 31,250, 31,250 and 25,000, respectively, and the aggregate number of awards granted to Messrs. Mandell, Klaeser, Collins, McLean and the other senior executives totaled 386,750 time-vesting options, 386,750 performance-vesting options and 280,875 performance share units. Additional information regarding these awards in contained in the attached press release dated November 2, 2007, which is incorporated into this Item by reference.
 
Item 7.01 Regulation FD Disclosure.
     The Company also announced the recent hiring of 26 middle market commercial banking executives, including Karen B. Case, Bruce Hague and Bruce S. Lubin, each of whom were previously leaders of different business lines at LaSalle Bank, N.A. Ms. Case holds the title of President of Commercial Real Estate Banking of the Bank, Mr. Hague will be President of National Commercial Banking of the Bank, and Mr. Lubin will be President of Illinois Commercial Banking of the Bank. Including these individuals, the total number of Managing Directors at the Company has increased to 195 from the 168 as of September 30, 2007.
 
Item 8.01 Other Events.
     The information set forth in Item 5.02 above is incorporated in its entirety into this Item by reference.
     On November 2, 2007, the Company issued the attached press release, which is incorporated herein by reference.
     
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
         
  Exhibit Description
 
           
 
99.1 Press Release dated November 2, 2007.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: November 2, 2007   PRIVATEBANCORP, INC.
 
 
  By:   /s/ Dennis Klaeser    
    Dennis Klaeser   
    Chief Financial Officer   

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EXHIBIT INDEX
     
Exhibit   Description
 
   
99.1
  Press Release dated November 2, 2007.

 

EX-99.1 2 c21211exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
(PRIVATEBANCORP INC. LOGO)
For further information contact
Ralph B. Mandell, Chairman
Larry Richman, Chief Executive Officer
Dennis Klaeser, Chief Financial Officer
312-683-7100
FOR IMMEDIATE RELEASE:
Larry Richman joins PrivateBancorp, Inc. as Chief Executive Officer
Ralph Mandell to Continue as Chairman of the Board

PrivateBancorp, Inc. Announces Strategic Growth and Transformation Plan
Chicago, IL. Nov 2, 2007 -— The Board of Directors of PrivateBancorp, Inc. (Nasdaq: PVTB) announced today that Larry D. Richman, 55, has joined the Company and on November 5, 2007 will assume the role as its President and Chief Executive Officer succeeding Ralph B. Mandell, 66, who will continue as Chairman of the Board. Mr. Richman was also appointed to the positions of Chairman, President and Chief Executive Officer of The PrivateBank — Chicago and was appointed to the board of directors of PrivateBancorp, expanding the board to 16 members.
Mr. Richman was previously President and Chief Executive Officer of LaSalle Bank, N.A., Chicago.
“We are thrilled to have Larry join us to lead PrivateBancorp into its next stage of growth, building upon the unique approach to private banking that we have successfully fostered since our inception. Larry is a proven business and civic leader whose passion for clients and the Chicago area has been demonstrated in his past successes. He is the

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right person at the right time for PrivateBancorp, and I couldn’t be happier with this plan of succession,” said Ralph B. Mandell, Chairman of the Board, PrivateBancorp, Inc. “I will be fully engaged and look forward to working alongside Larry, the outstanding group of commercial bankers who have recently joined us, and our existing team of highly talented managers, to implement PrivateBancorp’s Strategic Growth and Transformation Plan in the months ahead,” said Mandell.
“I am very excited to be joining Ralph and the talented team at PrivateBancorp, and honored that the Board selected me for this leadership role. There is an extraordinary opportunity for us to build and expand client relationships to become the premier middle market commercial and private bank not only in Chicago, but also in all of the markets we serve,” said Larry D. Richman. “I have a deep respect for the entire PrivateBancorp team and what they have accomplished and I recognize the importance of succeeding and working with someone whose name is almost synonymous with the institution they lead.”
“Throughout my career I have tried to lead by supporting personal growth and teamwork, promoting an entrepreneurial culture and building deep relationships with clients and colleagues — the same values upon which PrivateBancorp was built. I’m committed to building upon this unique culture for the benefit of our stockholders, clients and staff, as well as the communities in which we have a presence,” added Richman.
The hiring of Mr. Richman follows PrivateBancorp’s recent success in recruiting a number of key middle market commercial bankers from LaSalle Bank, N.A., as part of a Strategic Growth and Transformation Plan (the “Plan”) that has been adopted by its Board of Directors. Over the past two weeks, PrivateBancorp hired 27 commercial banking executives including Karen Case, Bruce Hague and Bruce Lubin, each of whom were previously leaders of different business lines at LaSalle Bank. At The PrivateBank — Chicago, Ms. Case will be President of Commercial Real Estate Banking, Mr. Hague will be President of National Commercial Banking and Mr. Lubin will be President of Illinois Commercial Banking. Given these new hires, the total number of Managing Directors at PrivateBancorp has increased to 195 from 168 as of September 30, 2007.

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(Biographical information regarding Mr. Mandell, Mr. Richman, Ms. Case, Mr. Hague and Mr. Lubin is attached to this release.)
PrivateBancorp plans to hire additional Managing Directors over the next three quarters consistent with the Plan. The Board of Directors has appointed a special committee of independent outside directors, which has overseen all aspects of the development of the Plan. The Plan is based on the continuation of the Company’s business model with a goal of substantially increasing its commercial banking market share.
The key component of the Plan is the recruitment and retention of experienced middle market commercial bankers and the synergistic integration of those bankers into PrivateBancorp’s existing platform. As a key component of the Plan, the Board of Directors has established a Transformation Equity Award Program for making inducement awards as a means to attract talent and to promote the achievement of exceptional performance benchmarks. Two-thirds of these awards have performance-vesting provisions that create an incentive for management to achieve significant stock price appreciation or earnings per share growth hurdles (“Performance Awards”). The remaining one-third of the equity awards are stock options, which will vest over a five-year period.
Approximately half of the Performance Awards vest upon achievement of a 20% compounded annual growth rate in PrivateBancorp’s stock price over a five-year period ending December 31, 2012. The remaining Performance Awards vest upon achievement of earnings per share growth hurdles: 50%, 75% and 100% will vest if the sum of GAAP earnings per share is equivalent to compounded annual growth rates in earnings per share of 15%, 17.5% and 20%, respectively, over a five-year time period ending December 31, 2012. The baselines for the performance hurdles are the ten day average closing stock price prior to the date of the grant, $27.91, and the latest twelve months earnings per share as of September 30, 2007, $1.65.
Assuming full vesting, the total awards (both Performance Awards and time-vested options) made to the recent hires are estimated to have a GAAP value of approximately

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$26 million, which will be amortized over a five-year period. It is anticipated that additional Transformation Equity Awards will be made to Managing Directors hired later in the fourth quarter and the first half of 2008. In addition to the awards made to new hires, Transformation Equity Awards having an estimated value of approximately $14 million were made to certain existing senior management of the Company. The vesting provisions of the awards made to existing senior management have exactly the same performance and vesting provisions as the awards made to the new hires.
Because unvested shares of the Transformation Equity Awards will be forfeited, the majority of the economic cost (though not necessarily the GAAP cost) of these awards is contingent on achieving the performance hurdles mentioned.
The new hires and existing senior management who receive Transformation Equity Awards may not receive any additional equity awards at least until the fourth quarter of 2010. Existing Managing Directors who do not receive Transformation Equity Awards will continue to be eligible to receive equity awards under the Company’s current incentive compensation program. The next scheduled grant date is the date of our 2008 annual stockholders meeting.
Total equity inducement awards made to Mr. Richman and the other newly recruited Managing Directors were 763,500 time-vested options, 763,500 performance options and 559,350 performance shares. The grants made to existing management totaled 386,875 time-vested options, 386,875 performance options, and 280,875 performance shares.
The following table summarizes the grants made to Messrs. Richman, Hague, and Lubin and to Ms. Case, each of whom has been named an executive officer of PrivateBancorp, Inc.

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    Time              
    Vested     Perfomance     Performance  
    Options     Options     Shares  
 
                       
Larry Richman
    187,500       187,500       150,000  
Karen Case
    62,500       62,500       50,000  
Bruce Hague
    62,500       62,500       50,000  
Bruce Lubin
    62,500       62,500       50,000  
 
                       
Total
    375,000       375,000       300,000  
The GAAP valuation and the determination of the amortization schedule for Performance Awards involves the application of complex calculations and estimations. For future period income statements, the Company will identify the costs associated with implementing the Plan, including the GAAP costs associated with the Transformation Equity Award Program. In addition to its GAAP earnings, the Company intends to report a core earnings number (i.e., GAAP earnings less costs related to recruitment and Transformation Equity Awards), consistent with the provisions of Regulation G under the Sarbanes-Oxley Act of 2002.
For the fourth quarter 2007, the Company will incur substantial income statement charges, primarily as a result of sign-on bonuses paid to new hires. The sign-on bonus expense to be incurred during the fourth quarter is estimated to exceed $15 million. For 2008, the Company anticipates a significant reduction in GAAP earnings primarily as a result of amortization expenses associated with the Transformation Equity Award Program, increased salary expenses and increased loan loss provision expense as a result of anticipated loan growth. Longer term, the Company believes the Strategic Growth and Transformation Plan will be accretive to earnings per share.
As a result of the Strategic Growth and Transformation Plan, the Company expects that its client base will substantially expand and that it will achieve significant balance sheet growth.

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The Company has scheduled a conference call at 10:00 AM CST for analysts and investors to discuss this announcement. The dial in number for the call is (888) 782-9127. International participants can dial (706) 634-5643. All parties reference: PrivateBancorp, Inc. Conference Call. A simulcast, and later a recording of the call, will be available on our website at www.pvtb.com
The Company has also scheduled a Press Conference to be hosted by Ralph Mandell and Larry Richman on Friday, November 2 at 11:15 AM CST (12:15 PM EST) in the PrivateBancorp boardroom on the 9th floor of 70 West Madison Street, Chicago. Media wishing to participate by telephone can dial 800-662-8091 and reference: PrivateBancorp, Inc. Conference Call. International media can dial 706-634-7762 and reference: PrivateBancorp, Inc. Conference Call. A simulcast of the Press Conference and a recording will also be available on our website at www.pvtb.com.
Forward-Looking Statements: Statements contained in this news release that are not historical facts may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations, earnings financial condition and future prospects of the Company include, but are not limited to: fluctuations in market rates of interest and loan and deposit pricing in the Company’s market areas; the effect of continued margin pressure on the Company’s earnings; further deterioration in asset quality and/or an increase in nonperforming loans; adverse developments in the Company’s loan or investment portfolios; a significant increase in non-interest expense, specifically compensation and benefits-related expense, due to our strategic growth initiatives, including the recent and anticipated future hiring of additional Managing Directors and other senior officers; unforeseen difficulties in integrating new hires; our ability to implement our growth strategy, including slower than anticipated growth of the Company’s business, specifically its commercial lending, or unanticipated business declines; failure to get regulatory approval for a de novo federal savings bank in Kansas City; unforeseen difficulties in the continued integration of The PrivateBank — Georgia or higher than expected operational costs; competition; failure to improve operating efficiencies through expense controls; legislative or regulatory changes; and the possible dilutive effect of potential acquisitions, expansion or future capital raises. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company assumes no obligation to update publicly any of these statements in light of future events unless required under the federal securities laws.
#

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Additional information can be found in the Investor Relations section of PrivateBancorp, Inc.’s website at www.pvtb.com.
Editor’s note -— biographies follow:
RALPH B. MANDELL
Ralph Mandell, 66, is Chairman of the Board and co-founder of PrivateBancorp, Inc, and its subsidiary, The PrivateBank — Chicago. He had served as Chairman and Chief Executive Officer of PrivateBancorp, Inc. and The PrivateBank — Chicago since inception and had assumed the additional title of President of both entities in March, 1999. From the inception of the Company in 1989, Mr. Mandell has led its growth from start up to a Company with $4.5 billion in assets and offices in six states. In 2007, Mr. Mandell was named Entrepreneur of the Year for the Lake Michigan Area by Ernst & Young. Prior to organizing PrivateBancorp, Inc. in 1989, Mr. Mandell, who has been in the banking industry for over 30 years, was President of First United Financial Services, Inc., which was acquired by the former First Chicago Corporation in 1987.
Active in numerous civic and charitable affairs, he is a member of the Board of Directors of The One Hundred Club, Chicago; The Chicago Anti-Defamation League; and, the Midwest Region of Operation HOPE. He is a past president of The Bankers Club of Chicago and Vice Chairman and a Board member of Gottlieb Health Resources. Mr. Mandell is the 2007 recipient of the Operation HOPE Chairman’s Award for his part in leading the Bank in recruiting volunteers to teach the basics of banking to over 800 Chicago area students. He has also been honored by Keshet, which provides schooling for developmentally disabled children, for his outstanding service and longstanding support of the organization.
Mr. Mandell is a graduate of the University of Illinois, Urbana-Champaign. He and his wife Bonnie have two sons.

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LARRY D. RICHMAN
Larry Richman, 55, was appointed President and Chief Executive Officer of PrivateBancorp, Inc. effective November 5, 2007, and Chairman, President and CEO of its wholly-owned subsidiary, The PrivateBank-Chicago effective November 1, 2007. Mr. Richman had been President and Chief Executive Officer of LaSalle Bank, NA and President of LaSalle Bank Midwest, where he was responsible for leading LaSalle’s various lines of business, including Commercial, Real-Estate, Asset-Based Lending, Leasing, Personal Financial Services (Retail), and Global Securities and Trust Services within North America. He was a member of LaSalle Bank’s Board of Directors, Regional Management Committee, Loan Committee, Credit Risk Policy Committee, Asset & Liability Committee, and the Executives’ Diversity & Inclusion Council. Under Mr. Richman’s leadership, LaSalle’s commercial banking businesses grew at twice the rate of the Midwest market.
For over 25 years, Mr. Richman has led by supporting personal growth and teamwork, promoting an entrepreneurial culture and building deep relationships with clients and colleagues, as well as with external leaders and their advisors. He began his career at American National Bank and joined Exchange National Bank of Chicago in 1981 as a vice president, where he was responsible for building a Commercial Banking Division.
Mr. Richman serves as a Trustee for many organizations, including the Museum of Science and Industry and Ravinia Festival Association, and he is both a Board member and a member of the Audit Committee for Northwestern Memorial Hospital. He is a Trustee of Bradley University; a member of the Dean’s Advisory Council at Indiana University’s Kelley School of Business; and a Board member of Northwestern University’s Kellogg School of Management. He is also a member of the Advisory Council for the March of Dimes Foundation; a member of the Trustees Committee for the Chicago Community Trust; both a Board member and a CEO’s Council member for Chicago United; a Board member of the Executives’ Club of Chicago; and, a member of both the Commercial Club of Chicago and the Economic Club of Chicago. Mr. Richman is also on the Board of the Western Golf Association. Because of his passion and

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commitment to civic leadership, he was honored with the Civic Achievement Award by the American Jewish Committee in April of 2005. In 2006, he was inducted into the Academy of Alumni Fellows for the Kelley School of Business at Indiana University.
Mr. Richman received his bachelor’s degree from Bradley University and his MBA from Indiana University. He also holds an advance certificate from Stanford University in Credit and Financial Management.
He and his wife Corinne have four children.
KAREN B. CASE
Karen Case, 49, is President of Commercial Real Estate Banking for The PrivateBank-Chicago. She had been executive vice president in LaSalle Bank’s Commercial Real Estate Department.
Previously, Ms. Case was responsible for the launching of LaSalle’s satellite offices in St. Louis, Denver and Kansas City, as well as establishing the Bank’s Corporate Real Estate Group (currently part of National Institutional Real Estate), which banked national real estate service companies, opportunity funds and pension funds and advisors.
Prior to joining LaSalle in 1992, Ms. Case established and managed the Midwest real estate lending operations for New York-based Marine Midland Bank. At The First National Bank of Chicago, she was responsible for managing banking relationships with Midwest-based real estate development and syndication firms.
Ms. Case currently serves on the Board of Directors and Executive Committee of Juvenile Diabetes Research Foundation (JDRF), Illinois Chapter.
For more than 10 years, Ms. Case was a board member of Girls Scouts of Chicago, and served as its president for two terms, during which time the council initiated and completed a capital campaign for the redevelopment of its two camp properties. Ms. Case continues to serve on committees for Girl Scouts.

9


 

In 2003, Illinois State Treasurer Judy Baar Topinka awarded Ms. Case with the Woman Making a Difference distinction. In 2001, Ms. Case was a recipient of the Thanks Badge, the highest honor bestowed by Girls Scouts of the USA. In 1999, she was recognized on WTTW-TV 11’s SCGK Honors for civic contributions on behalf of Girl Scouts of Chicago. In 1995, Ms. Case was selected as an Honoree of the Midwest Women’s Center Tribute to Chicago Women, and was awarded the Honor Pin by Girl Scouts of the USA.
Ms. Case earned her MBA from The University of Chicago and a BS in business Administration from Washington University in St. Louis, where she has served on the Alumni Board of Governors, and for nearly a decade, served as chairperson of the 4,000-member Chicago alumni club. She also attended The University of London and The American College in Paris.
Ms. Case lives in Chicago with her husband, Jay, and their three children.
BRUCE HAGUE
Bruce Hague, 52, is President of National Commercial Banking for The PrivateBank- Chicago. He was executive vice president of National Commercial Banking for LaSalle Bank, NA., responsible for overseeing 23 regional banking offices, including all commercial regional offices located throughout the United States, and International Corporate Banking. He also was responsible for LaSalle National Leasing, Corporate Finance and ESOPs.
Prior to joining LaSalle in February 1992, Mr. Hague worked with two Chicago area groups in mergers and acquisitions. In addition, he gained extensive banking, finance and business experience as a commercial lender with American National Bank of Chicago for eleven years.
He is a member of the Board of Directors for the Children’s Brittle Bone Foundation, the Daniel J. Murphy Scholarship Foundation, the Chicago Lighthouse for the Blind, and the Children’s Memorial Medical center.

10


 

Mr. Hague graduated with a bachelor’s degree in economics from the University of Illinois, Urbana-Champaign in 1977 and received his master’s degree in management from Northwestern University’s J. L. Kellogg Graduate School of Management in Evanston, Illinois in 1981.
He and his wife Jamie have three children.
BRUCE S. LUBIN
Bruce S. Lubin, 54, is President of Illinois Commercial Banking for ThePrivateBank — Chicago. He had been Executive Vice President and head of the Illinois Commercial Banking Group at LaSalle Bank NA, which consisted of 37 divisions.
In May 2007, Mr. Lubin was elected President of the board of Stevenson High School District 125. Previous to that, he served as Vice President of the board. In May of 2003, he was awarded the Illinois State Board of Education Award of Excellence for his work with the board of Stevenson High School. Also in 2003 he was elected a member of the Board of Trustees of Providence St. Mel School. In addition, he is a member of the board of the Cancer Treatment Research Foundation. He previously served as the President of Hillcrest Country Club in Long Grove, IL and currently is a Trustee of the Hillcrest Educational Foundation. In 1995, he was a Leadership Greater Chicago Fellow, and continues working with the board as well.
Mr. Lubin joined The Exchange National Bank of Chicago in February of 1984. (LaSalle National Corporation acquired The Exchange in 1990.) Previously, he worked at American National Bank of Chicago in commercial lending for five years, rising to Second Vice President.
He earned his B.A. in 1975 and his M.B.A. in 1977 from the University of Connecticut.
A native of West Hartford, CT, Mr. Lubin and his wife, Cynthia have three daughters.

11

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