<PAGE>
EXHIBIT 4.4
CERTIFICATE OF TRUST
OF
PRIVATEBANCORP CAPITAL TRUST I
THIS CERTIFICATE OF TRUST OF PRIVATEBANCORP CAPITAL TRUST I (the "Trust"),
is being duly executed and filed by Wilmington Trust Company, a Delaware banking
corporation, Ralph B. Mandell, Gary L. Svec and Lisa M. O'Neill, each an
individual, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").
1. NAME. The name of the business trust formed hereby is PrivateBancorp
Capital Trust I.
2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.
3. EFFECTIVE DATE. This Certificate of Trust shall be effective on December
19, 2000.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Trust
in accordance with Section 3811(a)(1) of the Act.
WILMINGTON TRUST COMPANY, as
trustee
By: /s/ Patricia A. Evans
Name: Patricia A. Evans
Title: Senior Financial
Services Officer
/s/ Ralph B. Mandell, as Trustee
Name: Ralph B. Mandell
/s/ Gary L. Svec, as Trustee
Name: Gary L. Svec
/s/ Lisa M. O'Neill, as Trustee
Name: Lisa M. O'Neill