December 17, 2007 Mr. Gary S. Collins PrivateBancorp, Inc. 70 West Madison Suite 200 Chicago, Illinois 60602

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PrivateBancorp, Inc.

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December 17, 2007

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Your target bonus percentage for 2007 shall be 60% of your Base Salary. As of January 1, 2008, your target bonus percentage shall be 90% of your Base Salary.

The Compensation Committee does not intend to propose a 2008 annual bonus plan that will limit the bonus payable to the target amount.

On November 1, 2007 you received a special equity award of 62,500 stock options (the “Retention Options”) and 25,000 shares of restricted stock (the “Retention Restricted Stock,” and together with the Retention Options, the “Retention Awards”) under the PrivateBancorp, Inc. 2007 Incentive Compensation Plan. The stock options have a 10-year term. The award of restricted stock and one-half of the stock options (“performance stock options”) are subject to performance vesting requirements and continued service during the performance period generally applicable to such awards, and the other one-half of the stock options (“time-vesting stock options”) are subject to time vesting requirements only, all as more particularly described on Attachment A hereto.

If, prior to the date on which your special equity award is fully vested, your employment is terminated due to your death or Disability (as defined in the award agreement), your employment is involuntarily terminated by the Bank without Cause or voluntarily terminated by you for Good Reason, (i) the unvested portion of the time-vesting stock options will become fully vested and exercisable and (ii) you will continue to vest through December 31 of the fiscal year of your termination in the unvested portion of the restricted stock and performance stock options and such previously unvested performance stock options

will become exercisable if the performance vesting conditions relating to the award are
satisfied on the performance vesting date that next follows your date of termination; provided,
you will be vested in a minimum number of each of shares of restricted stock and performance
stock options as equals the product of (x) 5% multiplied by (y) the number of whole or partial
years of employment with the Bank from January 1, 2008 through the date of termination, to
the extent you had not previously become vested in at least such number of shares of restricted
stock and performance stock options, respectively. Upon such termination of employment,
vested time-vesting stock options (including time-vesting stock options that become vested on
the date of termination) and then-vested performance stock options will be exercisable for 1
year after your date of termination (but not beyond the last day of the stock option term).
Upon such termination of employment, performance stock options that become vested upon
attainment of the performance objective for the year of termination will be exercisable for 1
year after the performance vesting date that next follows your date of termination (but not
beyond the last day of the stock option term).

If your employment with the Holding Company and all of its subsidiaries terminates for any
reason (except termination for Cause) after you have attained age 62 and have completed 10
or more years of service with the Holding Company and its subsidiaries, (i) you will become
vested in no less than a pro rata portion of the time-vesting stock options then outstanding
equal to the number of completed months during the vesting period divided by the number of
full months necessary to achieve full vesting of such option, and (ii) you will continue to vest
through December 31 of the fiscal year of your termination in the unvested portion of the
performance stock options and such previously unvested performance stock options will
become exercisable if the performance vesting conditions relating to the awards are satisfied
on the performance vesting date that next follows your date of termination; provided, you will
be vested in a minimum number of performance stock options as equals the product of (x) 5%
multiplied by (y) the number of whole or partial years of employment with the Bank from
January 1, 2008 through the date of termination, to the extent you had not previously become
vested in at least such number of shares of performance stock options. Upon such termination
of employment, vested time-vesting stock options (including time-vesting stock options that
become vested on the date of termination) and then-vested performance stock options will be
exercisable for 1 year after your date of termination (but not beyond the last day of the stock
option term). Upon such termination of employment, performance stock options that

become vested upon attainment of the performance objective for the year of termination will
be exercisable for 1 year after the performance vesting date that next follows your date of
termination (but not beyond the last day of the stock option term).

You will become fully vested in your special equity award upon the occurrence of a Change of
Control.

To the extent that the Bank has or hereafter enters into a broker-assisted (FRB Reg. T)
cashless exercise program for stock option awards to employees of the Bank, the initial stock
option award will be included in such program.

The restricted shares and stock options will be subject to the terms and conditions of an equity
incentive plan and award agreements to be adopted by the Board of Directors of the Holding
Company; provided, however, that with respect to the terms and conditions described above, if
there is a conflict between this term sheet agreement and the equity incentive plan and/or an
award agreement thereunder, the document that is more favorable to you will control.

You will be eligible for future equity awards from time to time, in accordance with the terms
of the Holding Company’s incentive plans as then in effect, in such amount, if any, as is
determined in the sole discretion of the Compensation Committee.

“Cause,” “Good Reason” and “Change of Control” are defined on Attachment B.

You are eligible to continue your participation in the Bank’s various benefit programs as are currently in effect, subject to the terms of such programs and the Bank’s right to amend or terminate such programs. Such benefits include, but are not limited to, medical and dental insurance plans, the flexible benefits plan, the PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan, the PrivateBancorp, Inc. deferred compensation plan, life insurance, accidental death and dismemberment insurance and long term disability insurance and all other plans and programs in which similarly situated senior officers of the Bank or Holding Company participate.

You will also continue to be furnished with such perquisites which may from time to time be provided by the Holding Company and the Bank which are suitable to your position and adequate for the performance of your duties hereunder and reasonable in the circumstances. Such perquisites include, but are not limited to, reimbursement for dues at one approved country club and one approved luncheon club in the Chicago Metropolitan area.

Upon an involuntary termination of your employment by the Bank without Cause or voluntary termination of employment by you for Good Reason, you will receive:

(i) A pro rata bonus based on your prior year’s bonus (if any) and the number of days elapsed during the year in which the date of termination occurs (the “Pro Rata Bonus”);

(ii) Severance payments equal to 100% of the sum of (A) your Base Salary (disregarding any reduction of your Base Salary constituting Good Reason), plus (B) the average of the sum of the bonus amounts earned by you with respect to the 3 calendar years (or such fewer number of years as you have been employed) immediately preceding the calendar year in which your date of termination occurs, payable in substantially equal monthly installments for a period of 12 months in accordance with the Bank’s regular payroll practices;

(iii) Continuation for 12 months of your right to maintain COBRA continuation coverage under the applicable Bank plans at premium rates on the same “cost-sharing” percentage basis as the applicable premiums paid for such coverage by active Bank employees as of your date of termination; and

(iv) Base Salary earned but not paid and vacation accrued and unused through your termination date, any annual bonus that is earned in a fiscal year preceding the fiscal year of your termination but not paid as of the termination date, and such other earned but unpaid amounts under the employee benefit plans in which you participate as of the termination date that are payable to you in accordance with the terms thereof, (collectively “Accrued Obligations”).

Any payments and benefits to you under this Severance Benefits section of this term sheet agreement shall not be reduced by the amount of any compensation or benefits earned as a result of your subsequent employment.

For the period commencing six months prior to a Change of Control and ending on the second anniversary of such Change of Control that occurs on or before that date, upon an involuntary termination of your employment by the Bank without Cause or voluntary termination of employment by you for Good Reason at or after a Change of Control, you will receive:

(i) The Pro Rata Bonus;

(ii) Severance equal to 200% of the sum of (A) your Base Salary (disregarding any reduction of your Base Salary constituting Good Reason), plus (B) the greater of (x) your prior year’s bonus or (y) the average of the sum of the bonus amounts earned by you with respect to the 3 calendar years (or such fewer number of years as you have been employed) immediately preceding the calendar year in which your date of termination occurs, payable in a single lump sum payment within 30 days after the date of termination, or if your termination of employment occurs within six months prior to a Change of Control, then within 5 business days after the Change of Control you will receive a single lump sum payment equal to (p) the amounts due you under this clause (ii) reduced by (q) the sum of all amounts paid to you under clause (ii) of Severance Benefits (above in this term sheet agreement), so that no amount of the lump sum payment under this clause (ii) is duplicative; provided, however, that if the Change of Control is not also a change in the ownership or effective control of the Holding Company or the Bank (as defined in Treasury Regulation §1.409A-3(i)(5)), you will receive your severance in substantially equal monthly installments for a period of 12 months in accordance with the Bank’s regular payroll practices;

(iii) Continuation for 24 months of your right to maintain COBRA continuation coverage under the applicable Bank plans at premium rates on the same “cost-sharing” percentage basis as the applicable premiums paid for such coverage by active Bank employees as of your date of termination;

(iv) Outplacement for 12 months; and

(v) The Accrued Obligations.

Any payments and benefits to you under this Change of Control

Any termination payments made and benefits provided to you under this term sheet agreement shall be in lieu of any termination or severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Bank or its affiliates.

As a condition precedent to the payment of all amounts, benefits and vesting of your special equity award, other than your Accrued Obligations, pursuant to your involuntary termination of employment without Cause or your voluntary termination of employment for Good Reason at any time, you shall execute a waiver and general release of claims, substantially in the form customarily obtained by the Bank from its terminating executive employees, which waiver and general release of claims is not revoked during any applicable seven (7) day revocation period. For the avoidance of doubt, such waiver and general release will not adversely affect your ability to enforce the terms of this term sheet agreement, your indemnification rights under the Bank’s by-laws and this term sheet agreement, your rights to coverage under the Bank’s directors and officers liability insurance; your and your covered dependents’ rights to COBRA continuation coverage, your rights to vested employee benefits, and other rights that cannot be waived by operation of law.

During the period of your employment with the Bank and for a period of 1 year after termination of your employment for any reason, you will not (except in your capacity as an employee of the Bank) directly or indirectly, for your own account, or as an agent, employee, director, owner, partner, or consultant of any corporation, firm, partnership, joint venture, syndicate, sole proprietorship or other entity:

(i) engage, directly or indirectly, in any business which has a place of business (whether as a principal, division, subsidiary, affiliate, related entity, or otherwise) located within the area encompassed within a 50 mile radius surrounding your office as of your date of termination that provides banking products, or that provides non-banking products or services of a type that accounted for more than 10% of the Holding Company’s gross revenues for the fiscal year immediately preceding your date of termination, that the Holding Company or the Bank or any of their subsidiaries or affiliates provide as of your date of termination;

(ii) solicit or induce, or attempt to solicit or induce any client or customer of the Holding Company or the Bank or any of their subsidiaries or affiliates not to do business with the Bank or Holding Company or any of its subsidiaries or affiliates; or

(iii) solicit or induce, or attempt to solicit or induce, any employee or agent of the Holding Company or the Bank or any of their subsidiaries or affiliates to terminate his or her relationship with the Holding Company or the Bank or any of their subsidiaries or affiliates.

The Holding Company’s and the Bank’s and any of their subsidiaries’ or affiliates’ sole remedy for any breach (or threatened breach) of the non-competition covenant at subparagraph (i) above shall be limited to taking action with respect to your Retention Awards as follows:

(x) you will immediately forfeit all unexercised Retention Options (whether then vested or unvested) then held by you, all shares of stock of the Holding Company (or any successor) acquired upon the exercise of vested Retention Options and then held by you, and all shares of Retention Restricted Stock (whether vested or unvested, restricted or unrestricted) then held by you; provided, however, that if any shares acquired upon the exercise of a Retention Option are required to be returned or forfeited, you will be paid the applicable exercise you paid (other than via a Cashless Exercise, defined below) for such shares;

(y) you will immediately repay to the Holding Company a cash sum in the principal amount equal to all gross proceeds (before-tax) realized by you upon the sale or other disposition of shares of stock of the Holding Company acquired upon the exercise of vested Retention Options and shares of Retention Restricted Stock, less the exercise price you may have paid for such shares (provided, however, that use of Retention Awards to satisfy the exercise price, whether by net exercise to the Company or a Reg. T cashless exercise through a cooperating broker, shall not constitute payment of the “exercise price” under this Agreement (“Cashless Exercise”)), occurring at any time during the period commencing on the date that is three years before the date of termination of your employment and ending on the date that the noncompetition covenant lapses (“Refund Period”) , together with interest accrued thereon, from the date of such breach or threatened breach, at the prime rate (compounded calendar monthly) as published from time to time in The Wall Street Journal, electronic edition (“Interest”); and

(z) you will repay to the Holding Company a cash sum equal to the fair market value of all shares of Retention Restricted Stock and all Retention Options or shares acquired upon the exercise of vested Retention Options (net of the applicable exercise price, other than via a Cashless Exercise) which were transferred by you as gifts at any time during the Refund Period, together with

Interest, and for which purpose, “fair market value” per share of stock shall be the closing price of one share of Holding Company common stock on the date such gift occurs and per stock option shall be the positive difference, if any, between the fair market value of a share of stock, above, and the stock option exercise price.

You further agree that a breach (or threatened breach) of the confidentiality and/or non-solicitation covenants in subparagraphs (ii) and (iii) above will result in irreparable harm to the business of the Holding Company and the Bank, a remedy at law in the form of monetary damages for any breach (or threatened breach) by you of these covenants is inadequate, in addition to any remedy at law or equity for such breach, the Holding Company and the Bank shall be entitled to institute and maintain appropriate proceedings in equity, including a suit for injunction to enforce the specific performance by you of such obligations and to enjoin you from engaging in any activity in violation thereof, and the covenants on your part contained above shall be construed as agreements independent of any other provisions in this term sheet agreement, and the existence of any claim, setoff or cause of action by you against the Holding Company or the Bank, whether predicated on this term sheet or otherwise, shall not constitute a defense or bar to the specific enforcement by the Holding Company or the Bank of said covenants.

In the event of a breach or a violation by you of any of the covenants and provisions above, the running of the non-compete period (but not your obligations thereunder) shall be tolled during the period of the continuance of any actual breach or violation.

You agree that the covenants above are reasonable with respect to their duration, geographical area and scope. If the final judgment of a court of competent jurisdiction declares that any term or provision above is invalid or unenforceable, you agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases, or to replace an invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this term sheet agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

EQUITY GRANT FEATURE

PERFORMANCE SHARES

PERFORMANCE STOCK OPTIONS

TIME-VESTING

STOCK OPTIONS

1.

•     50% of value of the Awards.

•     25% of value of the Awards.

•     25% of value of the Awards.

2.

•     N/A

•     N/A

•     20% per fiscal year of service, 1/1/2008-12/31/2012.

3.

•     Based on stock price performance objectives: 20% compound annual stock price growth 2008-2012.

•     Stock price base is $27.91.

•     20% of the Award vests per year, based on attainment of stock price objective for that year. Objective must be met for 20 consecutive trading days during that fiscal year to vest.

•     Employed on 12/31 of performance year.

•     If the PIPE (or other investment) does not close by 3/31/08 for at least $150 million capital gross proceeds, the performance restrictions will lapse as to 25% of the Performance Shares and such shares shall be time-vested restricted stock vesting at the rate of 20% per fiscal year of service.

•     Based on EPS performance objectives: 20% compound annual EPS growth 2008 - 2012.

•     Earnings base is $1.65.

•     20% of the Award vests per year, based on attainment of EPS objective for that year.

•     Employed on 12/31 of performance year.

•     None

4.

•     As of 12/31 each year: To extent not vested, Award will vest for prior years if later year stock price objective is attained.

•     As of 12/31/2012: To extent not vested, Award will vest:

•     N/A

•     Must be employed on 12/31 of year objective is attained.

Vested % of

Award

EQUITY GRANT FEATURE

PERFORMANCE SHARES

PERFORMANCE STOCK OPTIONS

TIME-VESTING

STOCK OPTIONS

•     As of 12/31/2012: To the extent less is vested, 25% of total Award will be vested (including previously vested shares).

•     Must be employed on 12/31/2012.

•     As of 12/31/2012: To the extent less is vested, 25% of total Award will be vested (including previously vested options).

•     Must be employed on 12/31/2012.

•     N/A

•     Continued vesting until 12/31 of termination year based on performance.

•     Minimum vesting of whole Award of 5% x whole or partial years employed 1/1/08 to 12/31 of termination year.

•     Continued vesting until 12/31 of termination year based on performance.

•     Minimum vesting of whole Award of 5% x whole or partial years employed prior to 12/31 of termination year.

•     1 year to exercise vested options from 12/31 of termination year.

•     Full accelerated vesting.

•     1 year to exercise from date of termination.