Amendment No.5 to Loan Agreement

THIS AMENDMENT NO. 5 TO LOAN AGREEMENT (this “Amendment”) dated as of December 1, 2004, is entered into between PRIVATEBANCORP, INC., a Delaware corporation (the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association with its main office located in Chicago, Illinois (the “Bank”).

A. The Borrower and the Bank entered into a loan agreement, dated as of February 11, 2000 (the “Original Loan Agreement”), in which the Bank agreed to extend to the Borrower credit in the aggregate principal amount of Eighteen Million Dollars ($18,000,000).

B. The Borrower delivered to the Bank a Revolving Note dated as of February 11, 2000, in the principal amount of Eighteen Million Dollars ($18,000,000) (the “Revolving Note”).

C. In connection with the transactions contemplated under the Original Loan Agreement, the Borrower granted to the Bank a security interest in 100% of the capital stock of The PrivateBank and Trust Company, an Illinois state bank with its main office located in Chicago, Illinois, and upon the completion of its formation, The PrivateBank, a federal savings bank with its main office to be located in St. Louis, Missouri, with such security interests evidenced by Pledge and Security Agreement, dated as of February 11, 2000, made by the Borrower for the benefit of the Bank (the “Pledge Agreement”)

D. Pursuant to the terms of an Amendment No. 1 to Loan Agreement and Revolving Note dated February 11, 2002 (the “First Amendment”), the Borrower and the Bank agreed to extend the Expiry Date (as defined in the Original Loan Agreement) from February 11, 2002, to April 11, 2002.

E. Pursuant to the terms of an Amendment No. 2 to Loan Agreement and Revolving Note dated April 11, 2002 (the “Second Amendment”), the Borrower and the Bank agreed to extend the Expiry Date further from April 11, 2002, to April 11, 2003, and to increase the maximum aggregate principal amount the Bank is willing to lend to the Borrower to Twenty Five Million Dollars ($25,000,000).

F. Pursuant to the terms of an Amendment No. 3 to Loan Agreement and Revolving Note dated December 1, 2002 (the “Third Amendment”), the Borrower and the Bank agreed to extend the Expiry Date further from April 11, 2003, to December 1, 2003, and to increase the maximum aggregate principal amount the Bank is willing to lend to the Borrower to Thirty Five Million Dollars ($35,000,000).

G. Pursuant to the terms of an Amendment No. 4 to Loan Agreement and Revolving Note dated December 1, 2003 (the “Fourth Amendment”), the Borrower and the Bank agreed to extend the Expiry Date further from December 1, 2003, to December 1, 2004, and, among other revisions, to increase the maximum aggregate principal amount the Bank is willing to lend to the Borrower to Forty Million Dollars ($40,000,000).

H. The Borrower and the Bank have now agreed to extend the Expiry Date further from December 1, 2004, to December 1, 2005.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. The Original Loan Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, is referred to herein as the “Loan

Agreement.” All terms that are capitalized and used herein (and are not otherwise specifically defined herein) shall be used in this Amendment as defined in the Loan Agreement.

Section 2. Section 2.1 of the Loan Agreement is hereby deleted and replaced in its entirety with the following:

Section 2.1 The Loans. Subject to and upon the terms and conditions set forth herein, the Bank agrees, at any time and from time to time prior to the close of business on December 1, 2005 (the “Expiry Date”), to make loans (any such loan being referred to as a “Loan,” and collectively referred to as the “Loans”), which Loans: (a) shall at the option of the Borrower be Prime Rate Loans or Eurodollar Rate Loans, provided that all Loans comprising the same Borrowing shall at all times be of the same Type; and (b) may be prepaid and reborrowed in accordance with the provisions hereof; provided, however, that the aggregate principal amount of Loans outstanding from the Bank shall at no time exceed the principal amount of Forty Million Dollars ($40,000,000).

Section 3. The replacement Note created pursuant to the Fourth Amendment, shall be replaced in its entirety by a new Note, substantially identical in all respects to the current Note, except for the maturity date, and in the form attached hereto as Exhibit A. Upon the execution of the new Note and delivery to the Bank, the Bank will destroy the current Note and all of Bank’s rights under the destroyed Note shall thereafter be represented by the new Note. All references to the “Note” in the Loan Agreement and the other Loan Documents shall refer to the new Promissory Note with the new principal amount.

Section 4. To induce the Bank to execute and deliver this Amendment, the Borrower hereby represents to the Bank that as of the date hereof and as of the time that this Amendment becomes effective, and after taking into account the revisions set forth in this Amendment, as follows:

(a) each of the representations and warranties set forth in the Loan Agreement and the Pledge Agreement is true and correct;

(b) the Borrower is in full compliance with all of the terms and conditions of the Loan Agreement and the Pledge Agreement and the other documents delivered in connection therewith, and no Default has occurred under the Loan Agreement or the Pledge Agreement (as defined in each such agreement) or any document in connection therewith; and

(c) no fact or circumstance exists that with the lapse of time, the giving of notice or both would constitute such a Default.

Section 5. Except as previously amended hereby, each of the Loan Agreement and the Pledge Agreement is hereby ratified and confirmed and shall continue in full force and effect.

Section 6. This Amendment shall become effective when the Borrower and the Bank shall have executed it and thereafter shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns

Section 7. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed will constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

FOR VALUE RECEIVED, the undersigned, PRIVATEBANCORP, INC., a Delaware corporation with its principal place of business located at 10 N. Dearborn, Chicago, Illinois 60602 (the “Borrower”), hereby promises to pay to the order of LaSalle Bank National Association, a national banking association with its main office located in Chicago, Illinois (the “Bank”), the principal sum of Forty Million United States Dollars (US$40,000,000), or whatever lesser amount of principal remains unpaid and owing from time to time under the terms of this Revolving Note.

This Revolving Note is referred to in, and was executed and delivered pursuant to, that certain Loan Agreement of even date herewith between the Borrower and the Bank (as amended, restated, supplemented or modified from time to time, the “Agreement”), to which reference is hereby made for a statement of the terms and conditions under which the loan evidenced hereby is to be repaid and for a statement of remedies upon the occurrence of a “Default” as defined therein. The Agreement is incorporated herein by reference in its entirety. All terms which are capitalized and used herein (which are not otherwise specifically defined herein) and which are defined in the Agreement shall be used in this Revolving Note as defined in the Agreement.

The Borrower agrees that in any action or proceeding instituted to collect or enforce collection of this Revolving Note, the amount shown on the Bank’s books and records with respect to the Borrower shall be prima facie evidence of the unpaid principal balance of this Revolving Note.

The unpaid principal balance plus all accrued but unpaid interest hereunder shall be due and payable on the Expiry Date, or such earlier date on which such amount shall become due and payable on account of acceleration by the Bank.

The Borrower shall make all payments of principal due under the terms of this Revolving Note at the times, in the manner and in the amounts provided in the Agreement. The Borrower promises to pay to the Bank interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full at the rates and payable at the times provided in the Agreement. Interest shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed.

Upon the occurrence of any Default, the Prime Loan Default Rate as provided in Section 2.6 of the Agreement shall apply. Interest due hereunder may, at the Bank’s option and subject to the terms of the Agreement, be charged to any account maintained by the Borrower with the Bank.

It is the intention of the parties hereto to conform strictly to applicable usury laws as in effect from time to time during the term of the Loan. Accordingly, if any transaction contemplated hereby would be usurious under applicable law (including the laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable), then, in that event, notwithstanding anything to the contrary in the Agreement or this Revolving Note, it is agreed that the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under the Agreement or this Revolving Note or otherwise in connection with the Agreement or this Revolving Note shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to the Borrower by the Bank (or if such consideration shall have been paid in full, such excess refunded to the Borrower by the Bank). All sums paid, or agreed to be paid, to the Bank for the use, forbearance and detention of the indebtedness of the

Borrower by the Bank shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest is uniform during the full term thereof.

To the extent permitted by applicable law and except as provided in the Agreement, the Borrower, for itself and its legal representatives, predecessors, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of nonpayment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection and the benefit of any exemption under the homestead exemption laws, if any, or any other exemption or insolvency laws, and further agrees that the Bank may release or surrender, exchange or substitute any real estate and/or personal property or other collateral security now held or which may hereafter be held as security for the payment of this Revolving Note, and may extend the time for payment or (with the consent of Borrower) otherwise modify the terms of payment for any part or the whole of the indebtedness evidenced hereby.

This Revolving Note may be prepaid in whole or in part only as provided in the Agreement. Upon or at any time after the occurrence or existence of a Default, the Bank shall be entitled, at its option, to accelerate the then outstanding indebtedness hereunder and take such other action as provided for in the Agreement.

THIS REVOLVING NOTE HAS BEEN NEGOTIATED, EXECUTED AND DELIVERED AT, AND SHALL BE DEEMED TO HAVE BEEN MADE AT, CHICAGO, ILLINOIS. THE LOAN REFERENCED HEREIN IS TO BE FUNDED AND REPAID AT, AND THIS REVOLVING NOTE IS OTHERWISE TO BE PERFORMED AT, CHICAGO, ILLINOIS, AND THIS REVOLVING NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REFERENCE TO: (i) ITS JUDICIALLY OR STATUTORILY PRONOUNCED RULES REGARDING CONFLICT OF LAWS OR CHOICE OF LAW; (ii) WHERE ANY OTHER INSTRUMENT IS EXECUTED OR DELIVERED; (iii) WHERE ANY PAYMENT OR OTHER PERFORMANCE REQUIRED BY ANY SUCH INSTRUMENT IS MADE OR REQUIRED TO BE MADE; (iv) WHERE ANY BREACH OF ANY PROVISION OF ANY SUCH INSTRUMENT OCCURS, OR ANY CAUSE OF ACTION OTHERWISE ACCRUES; (v) WHERE ANY ACTION OR OTHER PROCEEDING IS INSTITUTED OR PENDING; (vi) THE NATIONALITY, CITIZENSHIP, DOMICILE, PRINCIPAL PLACE OF BUSINESS, OR JURISDICTION OR ORGANIZATION OR DOMESTICATION OF ANY PARTY; (vii) WHETHER THE LAWS OF THE FORUM JURISDICTION OTHERWISE WOULD APPLY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF ILLINOIS; OR (viii) ANY COMBINATION OF THE FOREGOING. AS PART OF THE CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED, THE BORROWER RECOGNIZES THAT THE BANK’S PRINCIPAL OFFICE IS LOCATED IN CHICAGO, ILLINOIS, AND THAT THE BANK MAY BE IRREPARABLY HARMED IF REQUIRED TO INSTITUTE OR DEFEND ANY ACTIONS AGAINST THE BORROWER IN ANY JURISDICTION OTHER THAN THE NORTHERN DISTRICT OF ILLINOIS OR COOK COUNTY, ILLINOIS; THEREFORE, THE BORROWER IRREVOCABLY (a) AGREES THAT ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING TO THIS REVOLVING NOTE AND/OR THE LOAN EVIDENCED HEREBY MAY BE BROUGHT IN THE NORTHERN DISTRICT OF ILLINOIS, IF FEDERAL JURISDICTION IS AVAILABLE, AND, OTHERWISE, IN THE CIRCUIT COURT OF COOK COUNTY, AT THE BANK’S OPTION; (b) CONSENTS TO THE JURISDICTION OF EACH SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING; (c) WAIVES ANY OBJECTION WHICH THE BORROWER MAY HAVE TO THE LAYING OF VENUE IN ANY SUCH SUIT, ACTION OR PROCEEDING IN EITHER SUCH COURT; AND (d) AGREES TO JOIN THE BANK IN ANY PETITION FOR REMOVAL TO EITHER SUCH COURT BROUGHT BY THE BANK. THE BORROWER WAIVES TRIAL BY JURY AND ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE.

NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE BANK TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be duly executed as of the date first above written.


PRIVATEBANCORP, INC.

By:	/s/ DENNIS L. KLAESER
	Name:	Dennis L. Klaeser
	Title:	Chief Financial Officer


$40,000,000		Chicago, Illinois