MARK HOLMES

/s/ Mark Holmes

10/22/07

Execution

Version

As a material inducement for you to join the Bank, you will receive an initial award of 50,000 stock options and 15,000 shares of restricted stock with an estimated combined value of approximately $1,075,000 (based on the FAS 123R value assigned to such award by PrivateBancorp, Inc. (the “Holding Company”)) that is expected to be granted during November 2007, but in no event later than December 31, 2007. The stock options will have a 10-year term. The award of restricted stock and one-half of the stock options (“performance stock options”) will be 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”) will be subject to time vesting requirements only, all as more particularly described on Attachment A hereto.

If, prior to the date on which your initial equity award is fully vested, your employment is terminated due to your death or Disability (as defined in the award agreement), if 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).

You will become fully vested in your initial 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 will receive appropriate cash amounts to compensate you for any forfeited compensation that otherwise would have been earned as of December 31, 2007, at your current employer, including the loss of accrued bonus, LTIP and equity awards:

Bonus: Full (i.e., non-pro rated) 2007 bonus will be paid to you in the amount of 150% of the target amount, payable under your current employer annual bonus award, on the Bank’s first payroll date in January 2008.

Retention Bonus: You will receive a make whole payment for the second one-half of your retention bonus on or about February 15, 2008. Any forfeiture of the first one-half of your retention bonus will be made whole on or about November 5, 2007 or, if later, commencement of employment.

LTIP: All or a portion of the 2005-2007, 2006-2008 and 2007-2009 open LTIP cycles will be paid to you in the amount, in either case at the rate of $200 per LTIP unit, as you may elect in writing within 5 days after commencing your employment, of either:

(x) a pro rata make whole payment for those open LTIP cycles on or about February 15, 2008 (provided you are employed on that date) of 3/3 of your award under the 2005-2007 cycle, 2/3 of your award under the 2006-2008 cycle, and 1/3 of your award under the 2007-2009 cycle; or

(y) (i) the full amount of the 2005-2007 cycle if you remain employed until December 31, 2007 (payable in January 2008), (ii) the full amount of the 2006-2008 cycle if you remain employed until December 31, 2008 (payable in January 2009), and (iii) the full amount of the 2007-2009 cycle if you remain employed until December 31, 2009 (payable in January 2010); no amount is payable under a respective cycle upon a termination of employment for any reason before the last day of such cycle.

If you fail to make such election, you will be deemed to have elected “(x).”

Equity: Cash payment consistent with the treatment by your prior employer’s parent company of outstanding equity awards for individuals who remain employed by your prior employer on December 31, 2007.

All of the above Buy-Out amounts actually paid to you by the Bank will be reduced (if not paid), or offset by future cash compensation (if paid), by the amount of any payment received from your prior employer, so as to avoid any duplication of payment of those amounts.

On the first of the month after your start date, you are eligible to participate in the Bank’s medical and dental insurance plans as well as participate in the flexible benefits plan and the PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan (KSOP). Our KSOP currently provides the additional benefit after a year of service of a company match of $.50 on the dollar on your elected contributions of up to the first 6% of compensation. Life insurance and accidental death and dismemberment insurance (both at two times your Base Salary, subject to applicable maximum coverage provisions) are provided by the Bank. The long term disability insurance is also provided by the Bank.

You will also 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) (assumed to be the target bonus until the 2008 bonus, if any, is payable) 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 – assuming target bonus until the 2008 bonus, if any, is payable) 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;

(iv) Payment of all Buy-Out amounts, in the manner and at the time provided in this term sheet agreement, that remain unpaid as of your termination date; and

(v) 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 150% 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 – assuming target bonus until your first annual bonus has been paid) 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;

(iii) Continuation for 18 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) Payment of all Buy-Out amounts in a single lump sum within 30 days after the date of termination and otherwise in the manner provided in this term sheet agreement, that remain unpaid as of your termination date;

(v) Outplacement for 12 months; and

(vi) The Accrued Obligations.

Any payments and benefits to you under this Change of Control Severance 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.

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 initial 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.

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 services or that otherwise competes in any way with the Holding Company or the Bank or any of their subsidiaries or affiliates, provided that this subsection (i) shall not become applicable unless you are employed by the Bank on January 1, 2009;

(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; provided that, respecting any such client or customer of the Holding Company or the Bank that was a client or customer of your immediate prior employer on the date hereof, and for which you or one of your direct or indirect reports were the primary relationship manager, this subsection (ii) shall not become applicable unless you are employed by the Bank on January 1, 2009; 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 foregoing provisions shall not be deemed to prohibit your ownership, not to exceed 5% of the outstanding shares, of capital stock of any corporation whose securities are publicly traded on a national or regional securities exchange or in the over-the-counter market.

You agree that, as the Holding Company’s and the Bank’s sole remedy for any breach (or threatened breach) of the non-competition covenant at subparagraph (i) above, respecting your initial restricted stock and stock option award above:

(x) you will immediately forfeit all unexercised stock 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 stock options and then held by you, and all shares of restricted stock (whether vested or unvested, restricted or unrestricted) then held by you;

(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 (other than shares relating to open market purchases by you) 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 fair market value of all shares of stock of the Holding Company (other than shares relating to open market purchases by you) and all stock options 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

•     50% of value of the Awards.

•     25% of value of the Awards.

•     25% of value of the Awards.

•     N/A

•     N/A

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

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

•     Stock price base is 10-day average price prior to date of Award.

•     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 the sum of EPS for 4 quarters 12/06 – 9/07.

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

•     Employed on 12/31 of performance year.

•     None

•     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:

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

            Cum. Cmpd.

            Growth *

Vested % of

Award

•     N/A

            15.0% ($12.87)

            17.5% ($13.82)

            20.0% ($14.82)

*  Estimated EPS targets

•     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 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 1/1/08 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.

This definition is based on the existing stock incentive plan’s definition. It remains subject to review and approval by the Board.