S-3

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As filed with the Securities and Exchange Commission on September 30, 2003

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

Silicon Valley Bancshares (Exact name of registrant as specified in its charter)	SVB Capital II (Exact name of co-registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	Delaware (State or other jurisdiction of incorporation or organization)
91-1962278 (I.R.S. Employer Identification No.)	32-6026428 (I.R.S. Employer Identification No.)
3003 Tasman Drive, Santa Clara, California 95054 Telephone: (408) 654-7400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)	3003 Tasman Drive, Santa Clara, California 95054 Telephone: (408) 654-7400 (Address, including zip code, and telephone number, including area code, of co-registrant's principal executive offices)

Derek Witte, Esq.
General Counsel and Secretary
Silicon Valley Bancshares
3003 Tasman Drive, Santa Clara, California 95054
Telephone:(408) 654-7400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Copies to:
John A. Fore, Esq. Kathleen D. Rothman, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300	Chris B. Laukenmann, Esq. Pillsbury Winthrop LLP 725 S. Figueroa Street Suite 2800 Los Angeles, CA 90017 (213) 488-7217	Douglas A. Tanner, Esq. Paul E. Denaro, Esq. Milbank, Tweed, Hadley & McCloy LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, California 94306 (650) 739-7000

        Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
% Cumulative Trust Preferred Securities of SVB Capital II	$50,000,000	$4,045
Junior Subordinated Deferrable Interest Debentures of Silicon Valley Bancshares(2)	—	—
Silicon Valley Bancshares guarantee with respect to        % Cumulative Trust Preferred Securities(3)	—	—
Total(4)	50,000,000	$4,045

(1)

Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

(2)

The Junior Subordinated Deferrable Interest Debentures will be purchased by SVB Capital II with the proceeds from the sale of the        % Cumulative Trust Preferred Securities. Such securities may later be distributed for no additional consideration to the holders of the        % Cumulative Trust Preferred Securities of SVB Capital II upon its dissolution and the distribution of its assets.

(3)

No separate consideration will be received for the Silicon Valley Bancshares guarantee.

(4)

This registration statement is deemed to cover the Junior Subordinated Deferrable Interest Debentures of Silicon Valley Bancshares, the rights of holders of Junior Subordinated Deferrable Interest Debentures of Silicon Valley Bancshares under the indenture, the rights of holders of        % Cumulative Trust Preferred Securities of SVB Capital II under the trust agreement, the rights of holders of the        % Cumulative Trust Preferred Securities under the guarantee agreement and the expense agreement entered into by Silicon Valley Bancshares and certain backup undertakings as described herein, which taken together, fully, irrevocably and unconditionally guarantee all of the obligations of SVB Capital II under the        % Cumulative Trust Preferred Securities.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until our registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion dated September 30, 2003)

$50,000,000

SVB CAPITAL II

% Cumulative Trust Preferred Securities

guaranteed by

SILICON VALLEY BANCSHARES

SVB Capital II is offering trust preferred securities that Silicon Valley Bancshares will fully and unconditionally guarantee, based on its combined obligations under a guarantee agreement, a trust agreement, an expense agreement and a junior subordinated indenture and the debentures issued under the junior subordinated indenture. SVB Capital II will redeem the trust preferred securities on               , 2033, and may redeem them earlier, subject to prior approval by the Board of Governors of the Federal Reserve System, if then required by the capital rules of the Federal Reserve Board.

SVB Capital II will apply to have the trust preferred securities listed on the NASDAQ National Market under the trading symbol "SIVBO" for trading within 30 days after they are first issued. No assurance can be given that the NASDAQ National Market will approve the trust preferred securities for listing.

Investing in the trust preferred securities involves risks. See "Risk Factors" beginning on page 11.

These securities are not savings accounts or deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation, by any other governmental agency, or otherwise.

PRICE $25 PER TRUST PREFERRED SECURITY

	Price to Public(1)	Underwriting Discounts and Commissions(2)	Proceeds to SVB Capital II(1)(2)
Per Trust Preferred Security	$25		$25
Total	$50,000,000		$50,000,000

(1)

Plus accumulated distributions, if any, from              , 2003.

(2)

Because SVB Trust II will use all of the proceeds from the sale of the trust preferred securities and its common securities to purchase junior subordinated debentures of Silicon Valley Bancshares, Silicon Valley Bancshares will pay all underwriting discounts and commissions.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriter expects to deliver the trust preferred securities to the purchasers on              , 2003.

MORGAN STANLEY

                           , 2003

TABLE OF CONTENTS

Prospectus Summary	2
Risk Factors	11
Forward-Looking Statements	22
Use Of Proceeds	24
Regulatory Capital Ratios	24
Capitalization	25
Accounting and Regulatory Treatment	26
Management	28
Description of the Trust Preferred Securities	31
Description of Junior Subordinated Debentures	46
Book-Entry Issuance	58
Description of Guarantee Agreement	63
Expense Agreement	65
Relationship Among the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee Agreement	65
Certain Federal Income Tax Consequences	68
Certain ERISA Considerations	71
Underwriter	74
Validity of Securities	75
Experts	75
Available Information	76
Incorporation Of Certain Information by Reference	76

        You should rely only on the information contained or incorporated by reference in this prospectus. SVB Trust II and Silicon Valley Bancshares have not authorized anyone to provide you with information other than that contained or incorporated by reference in this prospectus. SVB Trust II and Silicon Valley Bancshares are offering to sell the trust preferred securities, and are seeking offers to buy the trust preferred securities, only in jurisdictions where offers and sales are permitted. The information in this prospectus may be accurate only on the date of this prospectus.

1

PROSPECTUS SUMMARY

Because this is a summary, it may not contain all of the information that may be important to you. You should carefully read the entire prospectus, including the documents incorporated by reference in this prospectus, before you invest in the trust preferred securities of SVB Capital II. For purposes of this prospectus, unless otherwise indicated or the context otherwise requires, the terms "we," "our" and "us" refer to Silicon Valley Bancshares, and its consolidated subsidiaries, collectively, and the term "Silicon Valley Bancshares" refers to Silicon Valley Bancshares only.

Silicon Valley Bancshares

        Silicon Valley Bancshares is a bank holding company and a financial holding company. Silicon Valley Bancshares' principal subsidiary, Silicon Valley Bank, is a California state-chartered bank and a member of the Federal Reserve System. Silicon Valley Bank's deposits are insured by the Federal Deposit Insurance Corporation.

        Silicon Valley Bank's profitability, like most financial institutions, is primarily dependent on interest rate differentials. In general, the difference between the interest rates paid by Silicon Valley Bank on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates received on its interest-earning assets, such as loans extended to its clients and securities held in its investment portfolio, comprise the major portion of its earnings. Silicon Valley Bank also provides a wide variety of fee-based financial services to its clients, including private label client investment and sweep products, foreign exchange products and deposit services. Over the long term, Silicon Valley Bank seeks to generate strong operating results by leveraging its lending practice to obtain warrant agreements to purchase equity in the technology and life sciences companies of the future.

        Our strategy is to increase our revenues by marketing our full range of financial products and services to clients and venture capital industry contacts we originally developed through our commercial banking business. In addition to our commercial banking services, we engage in venture capital fund and direct equity investment activities, fee-based merger and acquisition services and venture capital fund and fund of funds management. We believe that our ability to successfully cross-sell our banking and financial services to our clients is one of the strengths of our business model.

        We serve more than 9,500 clients across the country through 28 regional offices. We have 13 offices throughout California and operate regional offices across the country, including Arizona, Colorado, Florida, Georgia, Illinois, Massachusetts, Minnesota, New York, North Carolina, Oregon, Pennsylvania, Texas, Virginia, and Washington. We serve emerging-growth and mature companies in the technology and life sciences markets, as well as premium wineries. We believe our focus on specialized markets and extensive knowledge of the people and business issues driving them allows us to provide a level of service and partnership that contributes to our clients' success.

        Silicon Valley Bancshares was originally incorporated in California in 1982, and was reincorporated in Delaware in 1999. Silicon Valley Bancshares' corporate headquarters is located at 3003 Tasman Drive, Santa Clara, California 95054, and its telephone number is (408) 654-7400.

SVB Capital II

        SVB Capital II is a statutory trust formed under Delaware law. SVB Capital II is governed by a trust agreement among Silicon Valley Bancshares, Wilmington Trust Company, as Delaware trustee, Wilmington Trust Company, as property trustee (in the case of the amended and restated trust agreement) and the administrative trustees named in the trust agreement. In this prospectus, we refer to this agreement, as amended and restated from time to time, as the "trust agreement." SVB Capital II's business and affairs are conducted by the property trustee, the Delaware trustee and three individual administrative trustees who are officers of Silicon Valley Bancshares.

2

        SVB Capital II exists for the exclusive purposes of:

•

issuing and selling the trust preferred securities and the common securities,



•

using the proceeds from the sale of the trust preferred securities and the common securities to acquire junior subordinated debentures issued by Silicon Valley Bancshares, and



•

engaging in only those other activities necessary, advisable or incidental to the above purposes.

        The sole assets of SVB Capital II will be junior subordinated debentures issued by Silicon Valley Bancshares, which we refer to in this prospectus as the "junior subordinated debentures," and the sole revenues of SVB Capital II will be payments by Silicon Valley Bancshares under the junior subordinated debentures and an agreement as to expenses and liabilities between Silicon Valley Bancshares and SVB Capital II, which we refer to in this prospectus as the "expense agreement".

        Silicon Valley Bancshares will own all of the common securities of SVB Capital II. The common securities will rank on parity with, and payments will be made on the common securities pro rata, with the trust preferred securities, except that upon the occurrence and during the continuance of an event of default under the trust agreement resulting from an event of default under the indenture under which the junior subordinated debentures will be issued, the rights of Silicon Valley Bancshares as holder of the common securities to payment in respect of distributions and payments upon liquidation, redemption or otherwise will be subordinated to the rights of the holders of the trust preferred securities. See "Description of the Trust Preferred Securities—Subordination of Common Securities." Silicon Valley Bancshares will acquire common securities in an aggregate liquidation amount equal to 3% of the total capital of SVB Capital II. SVB Capital II has a term of 30 years, but may terminate earlier as described under "Description of the Trust Preferred Securities—Liquidation Distribution Upon Dissolution."

        SVB Capital II's principal offices are located at 3003 Tasman Drive, Santa Clara, California 95054 and its telephone number is (408) 654-7400.

3

THE OFFERING

Trust Preferred Securities Issuer	SVB Capital II
Securities Offered	2,000,000 trust preferred securities having a liquidation amount of $25 per trust preferred security. The trust preferred securities represent preferred undivided beneficial interests in SVB Capital II's assets, which will consist solely of the junior subordinated debentures and payments on the junior subordinated debentures.
Offering Price	$25 per trust preferred security (liquidation amount $25) plus accumulated distributions, if any, from            , 2003.
The Junior Subordinated Debentures	SVB Capital II will use the proceeds from the sale of the trust preferred securities to purchase $50,000,000 aggregate principal amount of            % junior subordinated debentures due            , 2033 issued by Silicon Valley Bancshares.
Distributions	The distributions payable on each trust preferred security:
	•	will be fixed at a rate per annum of      % of the liquidation amount of $25 per trust preferred security,
	•	will be cumulative,
	•	will accrue from the date of issuance of the trust preferred securities, and
	•	will be payable quarterly in arrears on the            day of            ,             ,            and            of each year, commencing on            , 2004, subject to possible deferral as described below.
	The amount of each distribution due on the trust preferred securities will include amounts accrued through the date the distribution payment is due.

4

Distribution Extension Periods	If no event of default with respect to the junior subordinated debentures has occurred and is continuing, then Silicon Valley Bancshares will have the right, at any time, to defer payments of interest on the junior subordinated debentures by extending the interest payment period on the debentures for a period not exceeding 20 consecutive quarters for any deferral period. No extension period may extend beyond the stated maturity of the junior subordinated debentures. If interest payments on the junior subordinated debentures are so deferred, distributions on the trust preferred securities will also be deferred and you will not receive any cash payments on the scheduled distribution dates. In that event, Silicon Valley Bancshares will not be permitted, subject to certain exceptions described in this prospectus, to declare or pay any cash distributions on Silicon Valley Bancshares' capital stock or debt securities that rank on parity with or junior to the junior subordinated debentures.
	Silicon Valley Bancshares has not paid cash dividends or made distributions on its common stock during any of the past five years and currently Silicon Valley Bancshares has no debt securities that rank on parity with or junior to the junior subordinated debentures except for its 8.25% Junior Subordinated Deferrable Interest Debentures. During an extension period, distributions on the junior subordinated debentures will continue to accumulate and interest on the accumulated distributions will also accumulate and be compounded quarterly at a rate of            %. Because interest would continue to accrue and compound on the junior subordinated debentures, to the extent permitted by applicable law, you will be required to accrue income for United States federal income tax purposes.
Maturity	The junior subordinated debentures will mature on            , 2033, which date may be shortened to a date not earlier than            , 2008 if certain conditions are met. These conditions include the receipt by Silicon Valley Bancshares of the prior approval of the Federal Reserve if the approval is required under applicable capital guidelines or policies of the Federal Reserve. In this prospectus, we refer to the maturity date, as it may be shortened, as the stated maturity of the junior subordinated debentures.

5

Redemption	The trust preferred securities are subject to mandatory redemption upon repayment of the junior subordinated debentures at their stated maturity or their earlier redemption at a redemption price equal to the aggregate liquidation amount of the trust preferred securities plus accumulated and unpaid distributions on the trust preferred securities to the date of redemption.
	Subject to Federal Reserve approval if required under applicable capital guidelines or policies of the Federal Reserve, Silicon Valley Bancshares may redeem the junior subordinated debentures prior to maturity at its option:
	•	on or after            , 2008 in whole at any time or in part from time to time, or
	•	at any time, in whole, but not in part, within 90 days following the occurrence of a tax event, an investment company event or a capital treatment event, as such terms are defined in this prospectus.
	The redemption price equals 100% of the principal amount of the junior subordinated debentures so redeemed, together with any accrued but unpaid interest to the date fixed for redemption.
Distribution of Junior Subordinated Debentures	Silicon Valley Bancshares has the right at any time to dissolve SVB Capital II, after satisfaction of liabilities to creditors of SVB Capital II as required by applicable law, and cause the junior subordinated debentures to be distributed to the holders of trust preferred securities in liquidation of SVB Capital II. Prior to dissolving SVB Capital II, Silicon Valley Bancshares must receive approval of the Federal Reserve if the approval is required under applicable capital guidelines or policies of the Federal Reserve.
Guarantee	Taken together, Silicon Valley Bancshares' obligations under the junior subordinated debentures, the indenture, the trust agreement, the expense agreement described in this prospectus and the guarantee agreement defined below, provide a full, irrevocable and unconditional guarantee of payments by SVB Capital II of the distributions and other amounts due on the trust preferred securities.

6

Under the guarantee agreement, Silicon Valley Bancshares guarantees the payment of distributions by SVB Capital II and payments on liquidation of or redemption of the trust preferred securities, but only to the extent that SVB Capital II has sufficient funds to make payments on the trust preferred securities. The payment obligations of Silicon Valley Bancshares under the guarantee agreement are subordinate to the right to payment of senior debt of Silicon Valley Bancshares, as such term is defined in this prospectus. If Silicon Valley Bancshares does not make payments on the junior subordinated debentures, SVB Capital II will not have sufficient funds to make payments on the trust preferred securities, in which case you will be unable to rely on the guarantee agreement for payment. However, if SVB Capital II has insufficient funds to pay distributions on the trust preferred securities because Silicon Valley Bancshares has failed to make required payments under the junior subordinated debentures, you would have the right to institute a legal proceeding directly against Silicon Valley Bancshares to enforce payment of such distributions to you.

Ranking

The trust preferred securities will rank on parity with, and payments on such securities will be made pro rata with, the common securities of SVB Capital II held by Silicon Valley Bancshares, except as described in this prospectus. The obligations of Silicon Valley Bancshares under the guarantee agreement, the junior subordinated debentures and other documents described in this prospectus are unsecured and rank subordinate and junior in right of payment to all current and future senior debt, the amount of which is unlimited. In addition, because Silicon Valley Bancshares is a holding company, substantially all of Silicon Valley Bancshares' assets consist of the capital stock of its subsidiaries. All obligations of Silicon Valley Bancshares relating to the securities described in this prospectus will be effectively subordinated to all existing and future liabilities of Silicon Valley Bancshares' subsidiaries.

7

	Silicon Valley Bancshares may cause additional trust preferred securities to be issued by trusts similar to SVB Capital II in the future, and there is no limit on the amount of such securities that may be issued. In this event, Silicon Valley Bancshares' obligations under the junior subordinated debentures to be issued to such other trusts and Silicon Valley Bancshares' guarantees of the payments by such trusts will rank on parity with Silicon Valley Bancshares' obligations under the junior subordinated debentures and the guarantee agreement, respectively.
Voting Rights	You will generally have limited voting rights relating only to the modification of the trust preferred securities, the dissolution, winding-up or termination of SVB Capital II and certain other matters described in this prospectus.
ERISA Considerations	You should carefully consider the information set forth under "Certain ERISA Considerations."
Nasdaq National Market Symbol	We have applied to have the trust preferred securities approved for quotation on the Nasdaq National Market under the symbol SIVBO.
Use of Proceeds	SVB Capital II will invest all of the proceeds from the sale of the trust preferred securities offered by this prospectus in the junior subordinated debentures of Silicon Valley Bancshares. Silicon Valley Bancshares intends to use the net proceeds from the issuance of the junior subordinated debentures:
	•	to redeem approximately $40.0 million of its existing 8.25% junior subordinated debentures due 2028, which are held by SVB Capital I and
	•	for general corporate purposes, which may include investments in, or extensions of credit to, its subsidiaries.
	Silicon Valley Bancshares expects the trust preferred securities to qualify as Tier 1 Capital under the capital guidelines of the Federal Reserve as in effect as of the date of this prospectus. See "Risk Factors—Risks Relating to the Offering—Recent accounting changes may entitle Silicon Valley Bancshares to redeem the junior subordinated debentures prior to maturity, and if so redeemed the trust preferred securities will be redeemed by SVB Capital II" and "Accounting and Regulatory Treatment."

Risk Factors

        Prospective investors should carefully consider the matters set forth under the "Risk Factors" section beginning on page 11.

8

Summary of Consolidated Financial Data

        You should read the following financial information together with the "Management's Discussion and Analysis of Financial Condition and Results of Operations," for fiscal 2002, 2001 and 2000 and for the six months ended June 30, 2003 and 2002, incorporated by reference in this prospectus. We derived the summary consolidated statements of operations data for the years ended December 31, 2002, 2001 and 2000 and the summary consolidated balance sheet data as of December 31, 2002 and 2001 from Silicon Valley Bancshares' audited consolidated financial statements incorporated by reference into this prospectus. We derived summary consolidated statement of operations data for the fiscal years ended December 31, 1999 and 1998 and the summary consolidated balance sheet data as of December 31, 2000, 1999 and 1998 from Silicon Valley Bancshares' audited consolidated financial statements not incorporated by reference into this prospectus. We derived the summary consolidated statements of operations data for the six months ended June 30, 2003 and 2002 and the summary consolidated balance sheet data as of June 30, 2003 and 2002 from Silicon Valley Bancshares' unaudited consolidated financial statements included in its quarterly report on Form 10-Q for the quarter ended June 30, 2003, which is incorporated by reference in this prospectus. In the opinion of management, Silicon Valley Bancshares' unaudited consolidated financial statements have been prepared on a basis consistent with its audited consolidated financial statements and reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of Silicon Valley Bancshares' results of operations and financial position for the periods presented. Interim results are not indicative of annual results for any period. Certain reclassifications have been made to Silicon Valley Bancshares' prior year amounts to conform to 2003 presentations. These reclassifications had no effect on the results of operations or stockholders' equity. In addition, the common stock summary information has been restated to reflect two-for-one stock splits effected on May 1, 1998 and May 15, 2000.

	As of and for the Six Months Ended June 30,				As of and for the Years Ended December 31,
	2003		2002		2002		2001		2000		1999		1998
	(Dollars and shares in thousands, except per share amounts and ratios)
Income Statement Summary:
Net interest income	$	94,678	$	98,075	$	194,708	$	262,985	$	329,848	$	205,439	$	146,615
Provision for loan losses		4,546		219		3,882		16,724		54,602		52,407		37,159
Noninterest income		34,951		35,755		67,858		70,833		189,630		58,855		23,162
Noninterest expense		117,311		92,336		186,374		183,488		198,361		125,659		83,645
Minority interest		6,244		3,237		7,767		7,546		460		—		—
Income before income tax expense		14,016		44,512		80,077		141,152		266,975		86,228		48,973
Income tax expense		4,174		16,167		26,719		52,998		107,907		34,030		20,117
Net income	$	9,842	$	28,345	$	53,358	$	88,154	$	159,068	$	52,198	$	28,856
Common Share Summary:
Basic earnings per share	$	0.26	$	0.63	$	1.21	$	1.85	$	3.41	$	1.27	$	0.71
Diluted earnings per share		0.25		0.61		1.18		1.79		3.23		1.23		0.69
Book value per share		12.53		14.43		14.55		13.82		12.54		8.23		5.21
Weighted average basic shares outstanding		37,909		45,283		44,000		47,728		46,656		41,258		40,536
Weighted average diluted shares outstanding		38,817		46,772		45,080		49,155		49,220		42,518		41,846

9

Period-End Balance Sheet Summary:
Investment securities	$	1,663,920		$	1,460,659		$	1,535,694		$	1,833,162		$	2,107,590		$	1,747,408		$	1,397,502
Loans, net of unearned income		1,964,800			1,868,877			2,086,080			1,767,038			1,716,549			1,623,005			1,611,921
Goodwill		83,548			98,638			100,549			96,380			—			—			—
Assets		4,294,590			3,831,770			4,183,181			4,172,077			5,626,775			4,596,398			3,545,452
Deposits		3,488,384			2,993,179			3,436,127			3,380,977			4,862,259			4,109,405			3,269,753
Long-term debt		163,057			26,105			17,397			25,685			—			—			—
Trust preferred securities		38,718			38,780			39,472			38,641			38,589			38,537			38,485
Stockholders' equity		432,135			658,843			590,350			627,515			614,121			368,850			215,865
Average Balance Sheet Summary:
Investment securities	$	1,336,377		$	1,737,765		$	1,554,035		$	1,817,379		$	1,932,461		$	1,576,630		$	1,123,152
Loans, net of unearned income		1,840,426			1,699,794			1,762,296			1,656,958			1,580,176			1,591,634			1,318,826
Goodwill		100,478			96,885			98,252			24,955			—			—			—
Assets		3,892,458			3,934,150			3,866,242			4,372,000			5,180,750			3,992,410			2,990,548
Deposits		3,148,450			3,119,495			3,063,516			3,581,725			4,572,457			3,681,598			2,746,041
Long-term debt		51,269			25,869			23,769			6,652			—			—			—
Trust preferred securities		38,704			38,650			38,667			38,611			38,559			38,507			23,621
Stockholders' equity		544,362			642,744			631,005			651,861			478,018			238,085			198,675
Capital Ratios:
Total risk-based capital ratio		14.6	%		18.9	%		16.0	%		17.2	%		17.7	%		15.5	%		11.5	%
Tier 1 risk-based capital ratio		10.1	%		17.6	%		14.8	%		15.9	%		16.5	%		14.3	%		10.3	%
Tier 1 leverage ratio		9.9	%		15.7	%		13.9	%		14.8	%		12.0	%		8.8	%		7.6	%
Average stockholders' equity to average assets		14.0	%		16.3	%		16.3	%		14.9	%		9.2	%		6.0	%		6.6	%
Selected Financial Ratios:
Return on average assets		0.5	%		1.5	%		1.4	%		2.0	%		3.1	%		1.3	%		1.0	%
Return on average stockholders' equity		3.6	%		8.9	%		8.5	%		13.5	%		33.3	%		21.9	%		14.5	%
Net interest margin		5.6	%		5.7	%		5.7	%		6.8	%		6.9	%		5.5	%		5.2	%
Other Data:
Private label client investment and sweep product balances	$	8,159,627		$	8,717,402		$	8,495,321		$	9,283,368		$	10,805,694		$	5,666,278		$	1,096,300
Ratio of earnings to fixed charges(1)		2.6	x		4.3	x		4.2	x		4.2	x		5.3	x		2.1	x		1.6	x
Ratio of earnings to fixed charges(2)		4.4	x		10.8	x		9.9	x		20.7	x		53.2	x		19.8	x		17.2	x

(1)

This computation of the ratio of earnings to fixed charges includes interest expense on deposits. Ratio of earnings to fixed charges is computed by dividing (i) earnings before taxes adjusted for fixed charges by (ii) the sum of fixed charges, which includes deposit and other interest expense, distribution expense associated with trust-preferred securities, plus the portion of interest expense under operating leases deemed by Silicon Valley Bancshares to be representative of the interest factor.

(2)

This computation of the ratio of earnings to fixed charges excludes interest expense on deposits. Ratio of earnings to fixed charges is computed by dividing (i) earnings before taxes adjusted for fixed charges by (ii) the sum of fixed charges, which includes other interest expense, distribution expense associated with trust-preferred securities, plus the portion of interest expense under operating leases deemed by Silicon Valley Bancshares to be representative of the interest factor.

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RISK FACTORS

Our business faces significant risks. The risks described below may not be the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following risks actually occur, our business, financial condition or results of operations could suffer, and the trading price of the trust preferred securities offered by this prospectus could decline.

Risks Related to Our Business

        If a significant number of clients fail to perform under their loans, our business, profitability, and financial condition would be adversely affected.

        As a lender, the largest risk we face is the possibility that a significant number of our client borrowers will fail to pay their loans when due. If borrower defaults cause losses in excess of our allowance for loan losses, it could have an adverse effect on our business, profitability, and financial condition. We have established an evaluation process designed to determine the adequacy of the allowance for loan losses. While this evaluation process uses historical and other objective information, the classification of loans and the establishment of loan losses are dependent to a great extent on our experience and judgment. We cannot assure you that our allowance for loan losses will be sufficient to absorb future loan losses or prevent a material adverse effect on our business, profitability or financial condition.

        Because of the credit profile of our loan portfolio, our levels of nonperforming assets and charge-offs can be volatile, and we may need to make material provisions for loan losses in any period, which could cause reduced net income or increased net losses in that period.

        Our loan portfolio has a credit profile different from that of most other banking companies. Many of our loans are made to companies in the early stages of development with negative cash flow and no established record of profitable operations. In many cases, repayment of the loan is dependent upon receipt of additional equity financing from venture capitalists or others. Collateral for many of the loans often includes intellectual property, which is difficult to value and may not be readily salable in the case of default. Because of the intense competition and rapid technological change that characterizes the companies in our technology and life science industry sectors, a borrower's financial position can deteriorate rapidly. We also make loans that are larger, relative to the revenues of the borrower, than those made by traditional small business lenders, so the impact of any single borrower default may be more significant to us. Because of these characteristics, our level of nonperforming loans and loan charge-offs can be volatile and can vary materially from period to period. Changes in our level of nonperforming loans may require us to make material provisions for loan losses in any period, which could reduce our net income or cause net losses in that period.

        Decreases in amount of capital available to start-up and emerging growth companies could adversely affect our business, profitability, and growth prospects.

        Our strategy has focused on providing banking products and services to emerging growth and middle-market companies receiving financial support from sophisticated investors, including venture capitalists, "angels," and corporate investors. In some cases, our lending credit decision is based on our analysis of the likelihood that our venture capital or angel-backed client will receive a second or third round of equity infusion from investors. The amount of capital available to startup and emerging growth companies has decreased in the past three years, which has caused our client deposit balances to decline. If the amount of capital available to such companies continues to decrease, it is likely that the number of new clients and investor financial support to our existing borrowers would decrease, having an adverse effect on our business, profitability and growth prospects.

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        Among the factors that have and could in the future affect the amount of capital available to startup and emerging growth companies are the receptivity of the capital markets to initial public offerings or mergers and acquisitions of companies within our technology and life science industry sectors, the availability and return on alternative investments, and general economic conditions in the technology and life sciences industries. Over the past three years, the stock prices of many technology and life science companies have declined substantially, and the capital markets have been less receptive to initial public offerings. Reduced capital markets valuations could further reduce the amount of capital available to startup and emerging growth companies, including companies within our technology and life science industry sectors.

        We are subject to extensive regulation that could limit or restrict our activities and impose financial requirements or limitations on the conduct of our business.

        Silicon Valley Bancshares, Silicon Valley Bank, and their subsidiaries are extensively regulated under federal and state law. These regulations are intended primarily for the protection of depositors, other clients, and the deposit insurance fund—not for the benefit of stockholders or security holders. Federal and state laws and regulations limit or otherwise affect the activities in which Silicon Valley Bancshares, Silicon Valley Bank, and their subsidiaries may engage. A change in the applicable statutes, regulations, or regulatory policy may have a material effect on our business and that of our subsidiaries. In addition, Silicon Valley Bancshares, Silicon Valley Bank and their subsidiaries are required to maintain certain minimum levels of capital. Federal and state banking regulators possess broad powers to take supervisory action, as they deem appropriate, with respect to Silicon Valley Bancshares and Silicon Valley Bank. Alliant Partners and SVB Securities, both broker-dealer subsidiaries, are regulated by the SEC and the NASD. Violations of the stringent regulations governing the actions of a broker-dealer can result in the revocation of broker-dealer licenses, the imposition of censures or fines, the issuance of cease and desist orders, and the suspension or expulsion from the securities business of a firm, its officers or employees. Supervisory actions can result in higher capital requirements, higher insurance premiums, and limitations on the activities of Silicon Valley Bancshares, Silicon Valley Bank or their subsidiaries. These supervisory actions could have a material adverse effect on our business and profitability.

        Warrant, venture capital fund, and direct equity investment portfolio gains or losses depend upon the performance of the portfolio investments and the general condition of the public equity markets, which is uncertain.

        We have historically obtained rights to acquire stock, in the form of warrants, in certain clients as part of negotiated credit facilities. We may not be able to realize gains from warrants in future periods, or our realized gains may be materially less than the current level of unrealized gains disclosed in this prospectus. We also have made investments in venture capital funds as well as direct equity investments in companies. The timing and amount of income, if any, from the disposition of client warrants, venture capital funds and direct equity investments typically depend upon factors beyond our control, including the performance of the underlying portfolio companies, investor demand for initial public offerings, fluctuations in the market prices of the underlying common stock of these companies, levels of mergers and acquisitions activity, and legal and contractual restrictions on our ability to sell the underlying securities. In addition, our investments in venture capital funds and direct equity investments have lost value and could continue to lose value or become worthless, which would reduce our net income or could cause a net loss in any period. All of these factors are difficult to predict, particularly in the current economic environment. If equity market conditions do not improve, it is likely that additional investments within our existing portfolio will become impaired. However, we are not in a position to know at the present time which specific investments, if any, are likely to be impaired or the extent or timing of individual impairments. Therefore, we cannot predict future investment gains or losses with any degree of accuracy, and any gains or losses are likely to vary materially from period to period.

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        Public offerings and mergers and acquisitions involving our clients can cause loans to be paid off early, which could adversely affect our business and profitability.

        While an active market for public equity offerings and mergers and acquisitions generally has positive implications for our business, one negative consequence is that our clients may pay off or reduce their loans with us if they complete a public equity offering or are acquired or merge with another company. Any significant reduction in our outstanding loans could have a material adverse effect on our business and profitability.

        Our current level of interest rate spread may decline in the future. Any material reduction in our interest spread could have a material impact on our business and profitability.

        A major portion of our net income comes from our interest rate spread, which is the difference between the interest rates paid by us on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates we receive on interest-earning assets, such as loans extended to our clients and securities held in our investment portfolio. Interest rates are highly sensitive to many factors beyond our control, such as inflation, recession, global economic disruptions, and unemployment. In addition, legislative changes could affect the manner in which we pay interest on deposits or other liabilities. For example, Congress has for many years debated repealing a law that prohibits banks from paying interest rates on checking accounts. If this law were to be repealed, we would be subject to competitive pressure to pay interest on our clients' checking accounts, which would negatively affect our interest rate spread. Any material decline in our interest rate spread would have a material adverse effect on our business and profitability. For example, between January 1, 2001 and June 30, 2003, the federal funds interest rate declined by 550 basis points. Consequently, our quarterly net interest margin decreased by 160 basis points, from the fourth quarter of 2000 to the second quarter of 2003.

        Adverse changes in domestic or global economic conditions, especially in the technology sector and especially in California, could have a material adverse effect on our business, growth, and profitability.

        If conditions worsen in the domestic or global economy, especially in the technology sector, our business, growth and profitability are likely to be materially adversely affected. Many of our technology clients have been harmed by the current economic slowdown, and would be further harmed by the continuation or worsening of the global or U.S. economic slowdown. Our clients may be particularly sensitive to disruptions in the growth of the technology sector of the U.S. economy. In addition, a substantial number of our clients are geographically concentrated in California, and adverse economic conditions in California could harm the businesses of a disproportionate number of our clients. To the extent that our clients' underlying businesses are harmed, they are more likely to default on their loans. The current economic slowdown has resulted in both lower average interest-earning assets and average client deposit balances, as compared to prior periods, thus reducing our net interest income. Net interest income in 2002 was $194.7 million, down from $263.0 million in 2001.

        If we fail to retain our key employees, our growth and profitability could be adversely affected.

        We rely on experienced client relationship managers and on officers and employees with strong relationships with the venture capital community to generate new business. If a significant number of these employees were to leave us, our growth and profitability could be adversely affected. We believe that our employees frequently have opportunities for alternative employment with competing financial institutions and with our clients. We did not pay any incentive compensation in 2001 and paid minimal amounts in 2002. The lack of meaningful incentive compensation payouts increases the risk associated with employee retention.

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        We cannot assure you that we will be able to maintain our historical levels of profitability in the face of sustained competitive pressures.

        Other banks and specialty and diversified financial services companies, many of which are larger and have more capital than we do, offer lending, leasing and other financial products to our customer base. In some cases, our competitors focus their marketing on our industry sectors and seek to increase their lending and other financial relationships with technology companies, early stage growth companies or special industries such as wineries. In other cases, our competitors may offer a financial product that provides an alternative to one of the products we offer to our clients. When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges.

        We face risks in connection with completed or potential acquisitions.

        We completed one acquisition in each of 2002 and 2001 and, if appropriate opportunities present themselves, we intend to acquire businesses, technologies, services or products that we believe are strategic. There can be no assurance that we will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with our current business.

        Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could have a material adverse effect on our business, results of operations, and/or financial condition. Any such future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to us, or at all; and such financing, if available, might be dilutive.

        Upon completion of an acquisition, we are faced with the challenges of integrating the operations, services, products, personnel, and systems of acquired companies into our business, which may divert management's attention from ongoing business operations. In addition, acquisitions of new businesses may subject us to regulatory scrutiny. We cannot assure you that we will be successful in integrating any acquired business effectively into the operations of our business. Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.

        We could be liable for breaches of security in our online banking services. Fear of security breaches could limit the growth of our online services.

        We offer various Internet-based services to our clients, including online banking services, a client exchange program, and a Web site where our clients can exchange information with one another. The secure transmission of confidential information over the Internet is essential to maintain our clients' confidence in our online services. Advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology we use to protect client transaction data. Although we have developed systems and processes that are designed to prevent security breaches and periodically test our security, failure to mitigate breaches of security could adversely affect our ability to offer and grow our online services and could harm our business.

        People generally are concerned with security and privacy on the Internet and any publicized security problems could inhibit the growth of the Internet as a means of conducting commercial transactions. Our ability to provide financial services over the Internet would be severely impeded if clients became unwilling to transmit confidential information online. As a result, our operations and financial condition could be adversely affected.

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        We face risks associated with international operations.

        A component of our strategy is to expand internationally on a limited basis. Expansion into international markets, albeit on a limited basis, will require management attention and resources. We have limited experience in internationalizing our service, and we believe that many of our competitors are also undertaking expansion into foreign markets. There can be no assurance that we will be successful in expanding into international markets. In addition to the uncertainty regarding our ability to generate revenues from foreign operations and to expand our international presence, there are certain risks inherent in doing business on an international basis, including, among others, regulatory requirements, legal uncertainty regarding liability, tariffs, and other trade barriers, difficulties in staffing and managing foreign operations, longer payment cycles, different accounting practices, problems in collecting accounts receivable, political instability, seasonal reductions in business activity, and potentially adverse tax consequences, any of which could adversely affect the success of our international operations. To the extent we expand into international operations and have additional portions of our international revenues denominated in foreign currencies, we could become subject to increased risks relating to foreign currency exchange rate fluctuations. There can be no assurance that one or more of the factors discussed above will not have a material adverse effect on our business, results of operations, and/or financial condition.

        Maintaining or increasing our market share depends on market acceptance and regulatory approval of new products and services.

        Our success depends, in part, upon our ability to adapt our products and services to evolving industry standards and consumer demand. There is increasing pressure on financial services companies to provide products and services at lower prices. In addition, the widespread adoption of new technologies, including Internet-based services, could require us to make substantial expenditures to modify or adapt our existing products or services. A failure to achieve market acceptance of any new products we introduce, or a failure to introduce products that the market may demand, could have an adverse effect on our business, profitability, or growth prospects.

        We have businesses other than banking.

        In addition to commercial banking services, we provide merger and acquisition advisory services, merchant banking services, investment advisory services, and other business services. We may in the future develop or acquire other non-banking businesses. As a result of other such businesses, our earnings could be subject to risks and uncertainties that are different than our commercial banking services.

        If Alliant Partners does not meet earnings targets or is unable to retain key employees, we could have further impairment of related goodwill.

        In 2001, we acquired the assets of Alliant Partners, which offers merger and acquisition advisory services. The success of this business is dependent on a number of factors, including the general level of merger and acquisition activity and client company valuations, which have been negatively affected by the current economic slowdown. Alliant Partners' success is also dependent on the continued employment of several key employees of Alliant Partners.

        We test for impairment of goodwill relating to Alliant Partners on an annual basis, or more frequently if events or changes in circumstances indicate that goodwill might be impaired. We conducted our annual valuation analysis of the Alliant Partners reporting unit as of the end of the second quarter of 2003. We concluded at that time that we had an impairment of goodwill based on our market approach valuation and forecasted discounted cash flows for that reporting unit. In measuring the amount of goodwill impairment, we made a hypothetical allocation of the estimated fair value of the reporting unit to the tangible and intangible assets (other than goodwill) of the reporting unit. Based on this allocation, we

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concluded that $17.0 million of the related goodwill was impaired and was required to be expensed as a non-cash charge to continuing operations during the second quarter of 2003.

        If Alliant Partners does not meet the most recent projected revenues targets, or if certain key employees were to leave Alliant Partners, we could conclude that the value of the business has decreased and that goodwill relating to Alliant Partners has been further impaired. If we were to conclude that goodwill has been further impaired, that conclusion would result in a non-cash goodwill impairment charge to us, which would adversely affect our results of operations.

Risks Related to the Offering

        Silicon Valley Bancshares' obligations under the junior subordinated debentures and the guarantee agreement are subordinated. The indenture contains no financial covenants. In addition, as a holding company, the ability of Silicon Valley Bancshares to service its debt, including the junior subordinated debentures, depends on the earnings of, and receipt of distributions from, its subsidiaries.

        All obligations of Silicon Valley Bancshares under the guarantee agreement, the junior subordinated debentures and other documents described in this prospectus are unsecured and rank subordinate and junior in right of payment to all current and future senior debt of Silicon Valley Bancshares. The indenture for the junior subordinated debentures, which we refer to as the indenture, does not restrict the amount of senior debt Silicon Valley Bancshares may incur. In addition, because Silicon Valley Bancshares is a holding company, all obligations of Silicon Valley Bancshares relating to the securities described in this prospectus will be effectively subordinated to all existing and future liabilities of Silicon Valley Bancshares' subsidiaries, including Silicon Valley Bank, regardless of the ranking or seniority of those liabilities.

        Silicon Valley Bancshares' subsidiaries are separate and distinct legal entities. Silicon Valley Bancshares' subsidiaries have no obligation to pay any amounts due on the junior subordinated debentures or to provide Silicon Valley Bancshares with funds for its payment obligations, whether by dividends, distributions, loans or other payments. The ability of subsidiaries of Silicon Valley Bancshares to pay or make dividends, distributions, loans or advances depends upon their respective earnings and could be subject to contractual restrictions. In addition, various federal and state statutes and regulations limit the amount of dividends that Silicon Valley Bancshares' banking and other subsidiaries may pay to it without regulatory approval. As a holding company, the right of Silicon Valley Bancshares to participate in any distribution of assets of any subsidiary upon such subsidiary's liquidation or reorganization or otherwise, and thus your ability to benefit indirectly from such distribution, is subject to the prior claims of creditors of that subsidiary, except to the extent that Silicon Valley Bancshares may itself be recognized as a creditor of that subsidiary. Accordingly, the junior subordinated debentures and all obligations of Silicon Valley Bancshares relating to the trust preferred securities will be effectively subordinated to all existing and future liabilities of Silicon Valley Bancshares' subsidiaries, and you should look only to the assets of Silicon Valley Bancshares, and not of its subsidiaries, for principal and interest payments on the junior subordinated debentures.

        As of June 30, 2003, Silicon Valley Bancshares had approximately $27.3 million of senior debt outstanding and its subsidiaries had approximately $140.8 million of outstanding debt and other liabilities (excluding intercompany liabilities and liabilities of the type not required to be reflected on a balance sheet in accordance with generally accepted accounting principals) to which the junior subordinated debentures would have been effectively subordinated.

        None of the indenture, the guarantee agreement or the trust agreement places any limitation on the amount of secured or unsecured debt, including senior debt, that Silicon Valley Bancshares or its subsidiaries may incur. Further, those agreements do not limit Silicon Valley Bancshares' ability to issue additional junior subordinated debentures in connection with any future offerings of trust preferred securities, and such additional debentures would rank on parity with the junior subordinated debentures.

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See "Description of Junior Subordinated Debentures—Subordination" and "Description of Guarantee Agreement—Status of the Guarantee Agreement."

        SVB Capital II has no operations and its ability to pay distributions on the trust preferred securities is dependent upon the payment by Silicon Valley Bancshares of the junior subordinated debentures.

        SVB Capital II exists for the exclusive purposes of issuing the common securities and the trust preferred securities, using the proceeds from the sale of the trust preferred securities to acquire the junior subordinated debentures, and engaging in only those other activities necessary, advisable or incidental to the above purposes. As a result, the ability of SVB Capital II to pay amounts due on the trust preferred securities depends solely upon Silicon Valley Bancshares making payments on the junior subordinated debentures as and when required. As a holding company without significant assets other than its equity interest in its subsidiaries, Silicon Valley Bancshares' ability to pay interest on the junior subordinated debentures to SVB Capital II, and consequently SVB Capital II's ability to pay distributions on the trust preferred securities and Silicon Valley Bancshares' ability to pay its obligations under the guarantee agreement, depends primarily upon the dividends, distributions, loans or advances Silicon Valley Bancshares receives from its subsidiaries. As described above, Silicon Valley Bancshares' subsidiaries are not obligated to make dividends, distributions, advances or loans to Silicon Valley Bancshares and their ability to do so may be subject to contractual and regulatory restrictions.

        Silicon Valley Bancshares may defer the payment of interest on the junior subordinated debentures, which will result in the deferment of the payment of distributions on the trust preferred securities.

        If no event of default with respect to the junior subordinated debentures has occurred and is continuing, the indenture permits Silicon Valley Bancshares to defer payment of interest on the junior subordinated debentures at any time or from time to time for a period not exceeding 20 consecutive quarters for any extension period. No extension period may extend beyond the stated maturity of the junior subordinated debentures. As a consequence of any deferral, quarterly distributions on the trust preferred securities by SVB Capital II will be deferred and you will not receive a cash payment on the scheduled distribution date. During an extension period, the amount of distributions to which you are entitled will continue to accumulate and interest on the accumulated distributions will also accumulate at the rate of    % per annum, compounded quarterly, from the relevant payment date for such distributions, to the extent permitted by applicable law. During any extension period, Silicon Valley Bancshares will be prohibited from making certain payments or distributions on Silicon Valley Bancshares' capital stock, including dividends on or redemptions of common or preferred stock, and from making certain payments with respect to any debt securities of Silicon Valley Bancshares that rank on parity with or junior in interest to the junior subordinated debentures. During the extension period, Silicon Valley Bancshares will not be restricted from:

•

paying dividends or distributions in common stock of Silicon Valley Bancshares;



•

redeeming rights or taking certain other actions under a shareholders' rights plan;



•

making payments under the guarantee agreement; or



•

making purchases of common stock related to the issuance of common stock or rights under any of Silicon Valley Bancshares' benefit plans for its directors, officers, employees or consultants.

        Silicon Valley Bancshares has not paid cash dividends or made distributions on its common stock during any of the past five years. Currently, Silicon Valley Bancshares has no debt securities that rank on parity with or junior in interest to the junior subordinated debentures, except for its 8.25% Junior Subordinated Deferrable Interest Debentures. Further, during an extension period, Silicon Valley Bancshares will have the ability to continue to make payments on senior debt.

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        Prior to the termination of any extension period, Silicon Valley Bancshares may further extend such extension period so long as that extension does not cause such extension period to exceed 20 consecutive quarters or to extend beyond the stated maturity. Upon the termination of any extension period and the payment of all interest then accrued and unpaid, together with interest thereon at the annual rate of    %, compounded quarterly, to the extent permitted by applicable law, Silicon Valley Bancshares may elect to begin a new extension period subject to the above requirements. If it complies with the requirements for an extension period, Silicon Valley Bancshares may elect to begin an extension period an unlimited number of times. See "Description of the Trust Preferred Securities—Distributions" and "Description of Junior Subordinated Debentures—Option to Defer Interest Payment Period."

        Deferral of distributions will have tax consequences for you and may affect the trading price of the trust preferred securities

        Silicon Valley Bancshares has no current plan to exercise its option to defer payments of interest and considers the likelihood of exercising the option to be a remote contingency as of the date of this prospectus. Therefore, it is Silicon Valley Bancshares' position for tax reporting purposes that the junior subordinated debentures will be treated as issued without "original issue discount" for United States federal income tax purposes. As a result, you will include interest in taxable income under your own method of accounting, i.e., cash or accrual. If Silicon Valley Bancshares were to exercise its right to defer payments of interest, you would be required to include your pro rata share of original issue discount in gross income as it accrues for United States federal income tax, and possibly other, purposes in advance of the receipt of cash. If the tax authorities were to assert successfully that, as of the issue date of the junior subordinated debentures, exercise of the option is not a remote or incidental contingency, the tax authorities would treat the junior subordinated debentures as being issued with contingent payments for interest accrual purposes under the Treasury Regulations. See "Certain Federal Income Tax Consequences—Interest Income and Original Issue Discount."

        If Silicon Valley Bancshares elects to exercise its right to defer payments of interest in the future, the market price of the trust preferred securities is likely to be adversely affected. Therefore, if you dispose of your trust preferred securities during an extension period, you might not receive the same return on your investment as another holder that continues to hold the trust preferred securities.

        Subject to prior approval by the Federal Reserve, Silicon Valley Bancshares may redeem the junior subordinated debentures prior to maturity, in which case the trust preferred securities will be redeemed by SVB Capital II.

        Silicon Valley Bancshares may at any time and from time to time, at its option, on or after                        , 2008, redeem the junior subordinated debentures in whole or in part at 100% of the principal amount together with any accrued but unpaid interest to the date fixed for redemption. Upon redemption of the junior subordinated debentures, SVB Capital II will likewise redeem a proportional amount of the trust preferred securities. If the trust preferred securities are redeemed, you may not be able to reinvest the proceeds from the redemption in an investment with the same or higher rate of return as your trust preferred securities.

        In addition, upon the occurrence and during the continuation of a tax event, an investment company event or a capital treatment event, each event as defined in this prospectus, whether occurring before or after                        , 2008, Silicon Valley Bancshares may, if certain conditions are met, redeem the junior subordinated debentures in whole, but not in part. The redemption price will equal 100% of the principal amount of the junior subordinated debentures together with accrued but unpaid interest to the date fixed for redemption, which date must be within 90 days following the occurrence of such tax event, investment company event or capital treatment event. The redemptions of the junior subordinated debentures will cause a mandatory redemption of the trust securities. Silicon Valley Bancshares' ability to exercise this right is subject to its receipt of the prior approval of the Federal Reserve to do so if then required under

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applicable capital guidelines or policies of the Federal Reserve. See "Description of the Trust Preferred Securities—Redemption."

        Recent accounting changes may entitle Silicon Valley Bancshares to redeem the junior subordinated debentures prior to maturity, and if so redeemed, the trust preferred securities will be redeemed by SVB Capital II.

        Historically, issuer trusts, such as SVB Capital II, have been consolidated by their parent companies for accounting purposes. In addition, bank holding companies have been permitted to treat the trust preferred securities as Tier 1 capital under Federal Reserve rules and regulations relating to minority interests in equity accounts of consolidated subsidiaries. We have previously consolidated our issuer trust, SVB Capital I, for regulatory capital purposes, and the outstanding trust preferred securities of our issuer trust have been treated as Tier 1 capital by us.

        In January 2003, the Financial Accounting Standards Board, or FASB, issued accounting interpretation No. 46, "Consolidation of Variable Interest Entities." The application of this interpretation to issuer trusts and whether issuer trusts may still be consolidated is the subject of debate, as discussed in the section below entitled "Accounting and Regulatory Treatment." If issuer trusts are no longer consolidated, the trust preferred securities issued by issuer trusts would not be considered a minority interest in equity accounts of a consolidated subsidiary and may not be accorded Tier 1 capital treatment by the Federal Reserve. The Federal Reserve, in reacting to the issuance of this FASB interpretation, has indicated that qualifying trust preferred securities will continue to be treated as Tier 1 capital until notice to the contrary is given.

        If Tier 1 capital treatment were to be disallowed in the future, we would be able to redeem the junior subordinated debentures, thereby causing a mandatory redemption of the trust preferred securities pursuant to the special "capital treatment event" redemption described under "Description of the Trust Preferred Securities—Redemption." Under such circumstances, no additional cash distributions would be paid on the trust preferred securities after they were redeemed and you would lose whatever future potential income you may have expected to receive as a holder of the trust preferred securities. Additionally, there would be a reduction in our consolidated capital ratios, as discussed more fully in the section entitled "Accounting and Regulatory Treatment."

        Silicon Valley Bancshares may distribute junior subordinated debentures to you.

        Silicon Valley Bancshares will have the right at any time to terminate SVB Capital II, subject to prior approval by the Federal Reserve, and, after satisfaction of liabilities to creditors of SVB Capital II as required by applicable law, cause the junior subordinated debentures to be distributed to you in liquidation of SVB Capital II. Because you may receive junior subordinated debentures in liquidation of SVB Capital II and because distributions on the trust preferred securities depend upon payments on the junior subordinated debentures, you are also making an investment decision with regard to the junior subordinated debentures and should carefully review all the information regarding the junior subordinated debentures contained in this prospectus.

        We expect that the trust preferred securities will be listed on the Nasdaq National Market. The junior subordinated debentures will not be listed on the Nasdaq National Market or any other exchange or interdealer quotation system. If SVB Capital II is terminated and the junior subordinated debentures are distributed to you, Silicon Valley Bancshares has agreed in the trust agreement to use its best efforts to have the junior subordinated debentures approved for quotation on the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the trust preferred securities are then listed. However, since the Nasdaq National Market does not currently list debt securities and the NYSE generally only lists debt securities of currently listed companies, we cannot assure you that we will be able to successfully obtain a listing on either of those two trading systems or at all, which may adversely affect the liquidity of your investment.

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        Under current United States federal income tax law and interpretations, and assuming, as set forth in an opinion of counsel to Silicon Valley Bancshares, SVB Capital II is classified as a grantor trust for such purposes, a distribution of the junior subordinated debentures upon a liquidation of SVB Capital II should not be a taxable event to you. However, if a tax event were to occur which would cause SVB Capital II to be subject to United States federal income tax with respect to income received or accrued on the junior subordinated debentures, a distribution of the junior subordinated debentures by SVB Capital II could be a taxable event to SVB Capital II and to you. See "Certain Federal Income Tax Consequences—Distribution of Junior Subordinated Debentures to Holders of Trust Preferred Securities."

        Silicon Valley Bancshares may shorten the stated maturity of junior subordinated debentures.

        Silicon Valley Bancshares will have the right at any time to shorten the maturity of the junior subordinated debentures to a date not earlier than five years from the date of issuance and thereby cause the trust preferred securities to be redeemed on such earlier date. The exercise of this right is subject to Silicon Valley Bancshares having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve. See "Description of Junior Subordinated Debentures—Redemption."

        If Silicon Valley Bancshares does not make payments on the junior subordinated debentures, SVB Capital II will not be able to pay distributions and other payments on the trust preferred securities and the guarantee agreement will not apply.

        SVB Capital II will depend solely upon Silicon Valley Bancshares making timely payments on the junior subordinated debentures to pay amounts due to you on the trust preferred securities. If Silicon Valley Bancshares fails to make payments on the junior subordinated debentures, SVB Capital II will be unable to make the related distribution or liquidation payments on the trust preferred securities to you. If this happens, you will not be able to rely on the guarantee agreement for payment of amounts owed to you. In that case, if Silicon Valley Bancshares is in default under the indenture, you may:

•

rely on the property trustee of SVB Capital II to enforce the rights under the junior subordinated debentures, or



•

directly sue Silicon Valley Bancshares or seek other remedies to collect the pro rata share of payments owed to you.

        Silicon Valley Bancshares' ability to pay interest on the junior subordinated debentures may be adversely impacted if it cannot deduct such interest payments.

        Silicon Valley Bancshares' ability to deduct the interest paid on the junior subordinated debentures depends upon whether the junior subordinated debentures are characterized as debt instruments for federal income tax purposes, taking all the relevant facts and circumstances into account. Silicon Valley Banchares' counsel will render an opinion to it that the junior subordinated debentures will be treated as debt instruments for federal income tax purposes. In accordance with that opinion of counsel, Silicon Valley Bancshares will deduct the interest on the junior subordinated debentures. However, the legal opinion is not binding on the tax authorities or the courts. If the interest on the junior subordinated debentures is finally determined not to be deductible by Silicon Valley Bancshares, Silicon Valley Bancshares would have significant additional income tax liabilities. Any such tax liability could adversely affect the ability of Silicon Valley Bancshares to pay interest on the junior subordinated debentures to SVB Capital II, and, consequently, SVB Capital II's ability to pay distributions on the trust preferred securities and Silicon Valley Bancshares' ability to pay its obligations under the guarantee agreement.

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        The indenture and the trust agreement contain limited or no covenants relating to Silicon Valley Bancshares.

        The indenture contains limited covenants, and the trust agreement contains no covenants, relating to Silicon Valley Bancshares. As a result, neither the indenture nor the trust agreement protects you in the event of a material adverse change in Silicon Valley Bancshares' or our financial condition or results of operations or limits the ability of Silicon Valley Bancshares or any subsidiary to incur additional indebtedness. Therefore, the provisions of these governing instruments should not be considered a significant factor in evaluating whether Silicon Valley Bancshares will be able to comply with its obligations under the junior subordinated debentures or the guarantee agreement.

        The trust preferred securities have limited voting rights.

        You will generally have limited voting rights relating only to the modification of the trust preferred securities, the dissolution, winding-up or liquidation of SVB Capital II, and the exercise of SVB Capital II's rights as holder of junior subordinated debentures. You will not be entitled to vote to appoint, remove or replace the property trustee or the Delaware trustee, and such voting rights are vested exclusively in the holder of the common securities except upon the occurrence of certain events described in this prospectus. In no event will you have the right to vote to appoint, remove or replace the administrative trustees as these voting rights are vested exclusively in the holder of the common securities. The property trustee, the administrative trustees and Silicon Valley Bancshares may amend the trust agreement without your consent to ensure that SVB Capital II will be classified for United States federal income tax purposes as a grantor trust or to ensure that SVB Capital II will not be required to register as an "investment company," even if such action adversely affects your interests.

        Your ability to enforce your rights if there is an event of default under the indenture is limited.

        You may not be able to directly enforce your rights against Silicon Valley Bancshares if there is an event of default under the indenture. The occurrence of an event of default under the indenture constitutes an event of default under the trust agreement. If a default were to occur, in some cases, you will have to rely on the enforcement of the property trustee of its rights as holder of the junior subordinated debentures against Silicon Valley Bancshares. The holders of a majority in liquidation amount of the trust preferred securities will have the right to direct the property trustee to enforce its rights. If the property trustee does not enforce its rights following an event of default and a request by a record holder to do so, any record holder may, to the extent permitted by applicable law, take action directly against Silicon Valley Bancshares to enforce the property trustee's rights. If an event of default occurs under the trust agreement that is attributable to Silicon Valley Bancshares' failure to pay interest or principal on the junior subordinated debentures, or if Silicon Valley Bancshares defaults under the guarantee agreement, you may proceed directly against Silicon Valley Bancshares. You will not be able to exercise directly any other remedies available to the junior subordinated debentures unless the property trustee fails to do so.

        A market may not develop for the trust preferred securities.

        Although we have applied to have the trust preferred securities approved for quotation on the Nasdaq National Market, there is no existing market for the trust preferred securities. There can be no assurance that an active and liquid trading market for the trust preferred securities will develop or that quotation of the trust preferred securities will continue to be available on Nasdaq. Although the underwriter has informed SVB Capital II and us that it intends to make a market in the trust preferred securities offered by this prospectus, the underwriter is not obligated to do so and any such market making activity may be terminated at any time without notice to you.

        Future trading prices of the trust preferred securities will depend on many factors including, among other things, prevailing interest rates, our operating results and financial condition, and the market for similar securities. As a result of Silicon Valley Bancshares' right to defer interest payments on or, subject to

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prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, shorten the stated maturity of the junior subordinated debentures, the market price of the trust preferred securities may be more volatile than the market prices of debt securities that are not subject to such optional deferrals or reduction in maturity.

        We can give no assurance as to the market prices for the trust preferred securities or the junior subordinated debentures that may be distributed in exchange for the trust preferred securities if Silicon Valley Bancshares exercises its right to terminate SVB Capital II. Accordingly, the trust preferred securities that you may purchase, or the junior subordinated debentures that you may receive in liquidation of SVB Capital II, may trade at a discount from the price that you paid to purchase the trust preferred securities offered hereby.

FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have in the past and may in the future make forward-looking statements orally to analysts, investors, the media, and others. Forward-looking statements are statements that are not historical facts. Broadly speaking, forward-looking statements include:

•

projections of future revenues, income, earnings per share, cash flows, balance sheet, capital expenditures, capital structure or other financial items;



•

descriptions of strategic initiatives, plans or objectives for future operations, including pending acquisitions;



•

descriptions of products, services, and industry sectors;



•

forecasts of future economic performance; and



•

descriptions of assumptions underlying or relating to any of the foregoing.

        In this prospectus and the documents incorporated by reference, we make forward-looking statements discussing our expectations about:

•

future changes in our average loan balances and their impact on our net interest margin;



•

future net interest margin;



•

future changes in short-term interest rates and their impact on our earnings;



•

future changes in private label investment product balances due to transferring of private label investment operations from Silicon Valley Bank to its wholly owned broker-dealer subsidiary;



•

future revenues of Alliant Partners;



•

future impairment of goodwill;



•

future investment gains or losses from private equity and venture capital fund investments;



•

future changes in trust preferred securities distributions expense due to changes in hedging interest rates;



•

future changes in equity market prices of client companies and its impact on future warrant income;



•

future market conditions and impairment charges on investments;



•

future credit losses due to nonperformance of other parties;



•

future changes in allowance for loan losses balance;

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•

future cost of funds savings from raising capital through real estate investment trust;



•

future tax benefits from a real estate investment trust;



•

future common stock repurchases;



•

future funds generated through earnings and related impact on liquidity;



•

future non-performing loans;



•

future Full Time Equivalent Employees;



•

future expansiveness and competitiveness of array of investment products and services;



•

future write-downs of equity investments;



•

future growth of private label investment products and international services;



•

future growth of our client-lending relationships;



•

future tax benefits of our real estate investment trust;



•

future adequacy of our capital leverage ratios; and



•

future deferral of payments of interest on the junior subordinated debentures.

        You can identify these and other forward-looking statements by words such as "becoming," "may," "will," "should," "predicts," "potential," "continue," "anticipates," "believes," "estimates," "seeks," "expects," "plans," "intends," or using the negative of such words, or comparable terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, and we have based these expectations on our beliefs and assumptions, such expectations may prove to be incorrect. Our actual results of operations and financial performance could differ significantly from those expressed in or implied by its forward-looking statements.

        For information about factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see the "Risk Factors" section of this prospectus. We urge investors to consider these factors carefully in evaluating the forward-looking statements contained in this prospectus. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this prospectus are made only as of the date of this prospectus. We do not intend, and undertake no obligation, to update these forward-looking statements.

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USE OF PROCEEDS

        SVB Capital II will invest all of the proceeds from the sale of trust preferred securities in the junior subordinated debentures. The net proceeds to Silicon Valley Bancshares from the sale of the junior subordinated debentures relating to the trust preferred securities are estimated to be $47.8 million, net of estimated underwriting commissions and other estimated offering expenses. Silicon Valley Bancshares intends to use the net proceeds:

•

to redeem approximately $40.0 million of its existing 8.25% junior subordinated debentures due 2028, which are held by SVB Capital I; and



•

for general corporate purposes, which may include, investments in, or extensions of credit to, its subsidiaries.

        Pending such uses, Silicon Valley Bancshares intends to invest the net proceeds in investment-grade obligations and interest-bearing money market instruments.

REGULATORY CAPITAL RATIOS

        The following table sets forth our consolidated capital ratios at June 30, 2003 and as adjusted to give effect to the issuance of the trust preferred securities by SVB Capital II offered hereby and redemption of the trust preferred securities by SVB Capital I.

	June 30, 2003
	Actual		As Adjusted(1))
Total risk-based capital	14.6	%	14.8	%
Tier 1 risk-based capital	10.1	%	10.3	%
Tier 1 leverage ratio	9.9	%	10.1	%

(1)

Assumes net proceeds are invested in 20% risk-weighted assets.

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CAPITALIZATION

        The following table sets forth our consolidated cash, long-term debt and capitalization as of June 30, 2003 and as adjusted to give effect to the issuance of the $50.0 million aggregate liquidation amount of trust preferred securities offered by SVB Capital II, net of estimated underwriting commissions and other estimated offering expenses and receipt by us of the proceeds from the corresponding sale of the junior subordinated debentures to SVB Capital II and the redemption of $40.0 million aggregate liquidation amount of trust preferred securities of SVB Capital I. You should read this table in conjunction with our summary of consolidated financial data and audited consolidated financial statements, which are incorporated by reference in this prospectus.

        The number of outstanding shares of common stock listed in the following table excludes 6,585,155 shares issuable upon the exercise of options outstanding on June 30, 2003 with a weighted average exercise price of $22.80 per share and 1,674,914 shares reserved for issuance under our 1997 equity incentive plan.

				As of June 30, 2003
				Actual			As Adjusted(1)
				(unaudited) (in thousands, except par values and share data)
Long-term debt:
	Company obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely junior subordinated debentures issued in        , 2003 (trust preferred securities)				—		$	50,000
	Other long-term debt			$	163,057		$	163,057
	Total long-term debt			$	163,057		$	213,057
Company obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely junior subordinated debentures issued in May 1998 (trust preferred securities)					38,718	(2)		—
Minority interest					47,481			47,481
Stockholders' equity:
	Preferred stock, $0.001 par value, 20,000,000 shares authorized; none outstanding
	Common stock, $0.001 par value, 150,000,000 shares authorized; actual and as adjusted—34,490,249 shares outstanding				34			34
	Additional paid-in capital				1,758			1,758
	Retained earnings				419,999			418,717
	Unearned compensation				(1,839	)		(1,839	)
	Accumulated other comprehensive income:
		Net unrealized gains on available-for-sale investments			12,183			12,183
	Total stockholders' equity				432,135			430,853
			Total capitalization	$	681,391		$	692,673

(1)

The $50.0 million aggregate liquidation amount of trust preferred securities of SVB Capital II is classified as long-term debt in accordance with the provisions of Statement of Financial Accounting Standards No. 150, "Accounting for Certain Instruments with Characteristics of Both Debt and Equity," which is effective for financial instruments entered into after May 31, 2003. The trust preferred securities issued by SVB Capital I are classified between the liabilities and equity sections of our consolidated balance sheet at June 30, 2003. Adoption of SFAS No. 150 will result in a reclassification of these trust preferred securities to the liabilities section of our consolidated balance sheet for periods after June 30, 2003. Other than the impact described above, SFAS No. 150 will not have a material impact on our results of operations or financial condition.

(2)

Net of issuance costs.

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ACCOUNTING AND REGULATORY TREATMENT

        For financial reporting purposes, we anticipate that SVB Capital II will be treated as a subsidiary of Silicon Valley Bancshares and, accordingly, the accounts of SVB Capital II will be included in our consolidated financial statements. We will present the trust preferred securities as a separate line item in our consolidated balance sheet under the caption "Company Obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust Holding Solely Junior Subordinated Debentures," as a liability and we will include appropriate disclosures about the trust preferred securities, the guarantee agreement and the junior subordinated debentures in the notes to consolidated financial statements. For financial reporting purposes, we will record distributions payable on the trust preferred securities as an interest expense in the consolidated statements of operations.

        Future reports of Silicon Valley Bancshares filed under the Exchange Act will include a note to the financial statements stating that:

•

SVB Capital II is a wholly-owned subsidiary;



•

the sole assets of SVB Capital II are the junior subordinated debentures (specifying the principal amount, interest rate and maturity date of such junior subordinated debentures); and



•

the back-up obligations, in the aggregate, constitute a full and unconditional guarantee by Silicon Valley Bancshares of the obligations of SVB Capital II under the trust preferred securities.

        SVB Capital II will not provide separate reports under the Exchange Act.

        Silicon Valley Bancshares is required by the Federal Reserve to maintain certain levels of capital for bank regulatory purposes. On October 21, 1996, the Federal Reserve announced that certain qualifying amounts of cumulative preferred securities having the characteristics of the trust preferred securities could be included as Tier 1 Capital for bank holding companies, however, capital received from the sale of such cumulative preferred securities, including the trust preferred securities, cannot constitute, as a whole, more than 25% of the total Tier 1 Capital of Silicon Valley Bancshares. We call this the "25% Capital Limitation." Amounts in excess of the 25% Capital Limitation would constitute Tier 2 or supplementary capital of Silicon Valley Bancshares. We expect that the trust preferred securities complying with Federal Reserve requirements will be treated as Tier 1 Capital of Silicon Valley Bancshares for these purposes.

        In January 2003, however, FASB issued FASB Interpretation No. 46, "Consolidation Of Variable Interest Entities," or FIN 46, which applies to certain variable interest entities after January 31, 2003 and to all variable interest entities effective July 1, 2003. FIN 46 specifies circumstances under which variable interest entities should be treated as consolidated subsidiaries and when they should not. Issuer trusts such as our trusts, SVB Capital I and SVB Capital II, may constitute variable interest entities, and may not satisfy the conditions for consolidation. Historically, issuer trusts that issued trust preferred securities have been consolidated by their parent companies and the accounts of such issuer trusts have been included in the consolidated financial statements of such parent companies. Accordingly, we have included our existing trust preferred securities in our consolidated balance sheets under "Company Obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust Holding Solely Junior Subordinated Debentures," and have included appropriate disclosures about such trust preferred securities and the corresponding guarantees and junior subordinated debentures in the notes to our consolidated financial statements. To the extent that we continue to consolidate our issuer trusts, our future public reports will also include disclosures with respect to SVB Capital I and SVB Capital II, including a statement that the sole asset of each trust is the related junior subordinated debentures, with information provided as to the principal amount, interest rate and maturity date of each instrument. For periods after June 30, 2003, we will disclose the trust preferred securities, both existing and those offered by this prospectus, on our balance sheet in accordance with SFAS No. 150, which is described in "Capitalization." For financial reporting purposes, we have recorded distributions on such trust preferred securities in our consolidated statements of income.

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        The accounting profession continues to debate these issues as of the date of this prospectus. If, in the future, the accounting profession concludes that issuer trusts are no longer permitted to be consolidated under FIN 46, we would no longer consolidate the issuer trusts in preparing our financial statements in accordance with accounting principles generally accepted in the United States of America, and would make certain adjustments to our financial statements to reflect the deconsolidation. Specifically, we would record our junior subordinated debentures issued to the issuer trusts as liabilities, and would record offsetting assets for the cash and common securities received from such issuer trusts in our consolidated balance sheet. For financial reporting purposes, we would record interest expense on the corresponding junior subordinated debentures in our consolidated statements of income. We do not believe that such adjustments would have a material effect on our financial condition or results of operations as presented in our consolidated financial statements.

        However, such deconsolidation could result in a change to the regulatory capital treatment of trust preferred securities issued by us and other U.S. bank holding companies. Specifically, it is possible that since the issuer trusts would no longer be consolidated by us, the trust preferred securities issued by such issuer trusts would not be considered a minority interest in equity accounts of a consolidated subsidiary and therefore not be accorded Tier 1 capital treatment by the Federal Reserve. Although the Federal Reserve has indicated in Supervision and Regulation Letter No. 03-13 (July 2, 2003) (the "Supervisory Letter") that trust preferred securities will be treated as Tier 1 capital until notice is given to the contrary, the Supervisory Letter also indicates that the Federal Reserve will review the regulatory implications of any accounting treatment changes and will provide further guidance if necessary or warranted. If Tier 1 capital treatment were disallowed, there would be a reduction in our consolidated capital ratios. However, we believe that even if Tier 1 capital treatment were disallowed, we would remain in compliance with the regulatory capital requirements under existing Federal Reserve guidelines necessary to be considered a well capitalized institution. Trust preferred securities have been treated as eligible for Tier 1 capital treatment by bank holding companies under Federal Reserve rules and regulations relating to minority interests in equity accounts of consolidated subsidiaries. Pending a change in accounting or regulatory treatment, the outstanding trust preferred securities of SVB Capital I and SVB Capital II will be treated as Tier 1 capital by us.

        As of June 30, 2003, approximately $40 million in aggregate liquidation amount of trust preferred securities were outstanding that we treated as Tier 1 capital for regulatory capital purposes. If all of our outstanding trust preferred securities at June 30, 2003 were not treated as Tier 1 capital at that date, Silicon Valley Bancshares' Tier 1 leverage capital ratio would have declined from 9.9% to 8.8%, its Tier 1 risk-based capital ratio would have declined from 10.1% to 9.0%, and its total risk-based capital ratio would have declined from 14.6% to 13.5% as of June 30, 2003. These reduced capital ratios would continue to meet the applicable Federal Reserve capital requirements for a well capitalized institution.

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MANAGEMENT

        Our directors and executive officers are as follows:

Name	Age	Position
Alex W. Hart	62	Chairman of the Board of Directors
Kenneth P. Wilcox	54	President, Chief Executive Officer and Director
Greg Becker	36	Chief Operating Officer, Commercial Bank
Lauren A. Friedman	55	Chief Financial Officer
Harry W. Kellogg	59	President, Merchant Banking
James L. Kochman	53	President, Investment Banking
Marc J. Verissimo	47	Chief Strategy and Risk Officer
Derek Witte	46	General Counsel and Corporate Secretary
Gary K. Barr	58	Director
James F. Burns, Jr.	65	Director
G. Felda Hardymon	55	Director
Stephen E. Jackson	57	Director
James R. Porter	67	Director
Michaela K. Rodeno	56	Director

Alex W. Hart was named our Chairman of the Board in April 2003, and has been a member of our board of directors since 2001. He has been an independent consultant to the financial services industry since November 1997. From August 1995 to November 1997, he was the Chief Executive Officer of Advanta Corporation, a diversified financial services company located in Spring House, Pennsylvania. He was also the Executive Vice Chairman of Advanta Corporation from March 1994 to August 1996. He is currently a director of Fair Isaac Corporation, a predictive software company located in San Rafael, California, Sanchez Computer Associates, a banking software company located in Malvern, Pennsylvania, Global Payments, Inc., a payment services company located in Atlanta, Georgia, and Actrade Financial Technologies, a trade finance company located in Somerset, New Jersey.

Kenneth P. Wilcox joined Silicon Valley Bank in April 1990 as Regional Vice President of Silicon Valley Bank's East Coast Technology Group. Prior to becoming Executive Vice President and Manager of the East Coast Technology Group in November 1995, Mr. Wilcox held increasingly responsible positions with Silicon Valley Bank, having served as Manager of the East Coast Technology Group since June 1993. Mr. Wilcox was appointed Chief Banking Officer in December 1997. Mr. Wilcox was named President and Chief Operating Officer of Silicon Valley Bank in May 1999 and was appointed Chief Executive Officer of Silicon Valley Bank in January 2000. In April 2001, Mr. Wilcox was named our President and Chief Executive Officer. Mr. Wilcox has been a member of our board of directors since 2000.

Greg Becker joined Silicon Valley Bank in 1993 as a Vice President of the Northern California Technology Division. In May 1995, he joined the National Division to develop client relationships in Colorado and in May 1996, he was appointed Senior Vice President and Manager of the Colorado Office. From February 1999 to January 2001, Mr. Becker served as the Division Manager of Silicon Valley Bank's Venture Capital Group. In January 2002, Mr. Becker was named Head, Commercial Banking of the Bank. Mr. Becker was named the Chief Operating Officer of the Bank in September 2003.

Lauren A. Friedman joined us and Silicon Valley Bank in January 2002 as Chief Financial Officer. Prior to joining Silicon Valley Bank, Ms. Friedman served as the Chief Financial Officer for Round1, The Private Capital Marketplace, a software company, from January 2000 until October 2001. From December 1997 to October 1999, Ms. Friedman managed the accounting and finance for Bank of America's trade products in her capacity as Managing Director and Product Controller of Trading. She was the President of Account Design Technology from December 1992 to December 1997.

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Harry W. Kellogg joined Silicon Valley Bank in October 1986 as Senior Vice President of Silicon Valley Bank's Technology Division. Mr. Kellogg served as our Chief Marketing Officer from September 1993 to April 1994 (when he left for ten months, during which time, he served as Executive Vice President for the Emerging Growth Industries Division of Cupertino Bank). Mr. Kellogg returned to Silicon Valley Bank in February 1995 as Chief Marketing Officer. From December 1997 to November 1998, he served as the Manager of the Silicon Valley Bank's Products and Services Group. Mr. Kellogg then held the position of Manager of the Silicon Valley Bank's Strategic Initiatives Group from November 1998 to January 2002. Since January 2002, Mr. Kellogg has been serving as President of our Merchant Bank. In addition to his role as the President of our Merchant Bank, Mr. Kellogg also served as the interim President of our Private Bank from July 2002 until his successor was appointed in January 2003. He was appointed Vice Chairman of the board of Silicon Valley Bank in May 1999.

James L. Kochman joined our company's mergers & acquisition advisory subsidiary (the "M&A Company") as Managing Director in September 2001 as part of the M&A Company's acquisition of Alliant Partners. He is also a member of the M&A Company's board of directors. In January 2002, Mr. Kochman was named President, Investment Banking. Prior to joining the M&A Company, Mr. Kochman was one of the founding partners of Alliant Partners, a mergers & acquisition advisory firm in Palo Alto, California where he served as Managing General Partner from April 1991 until the sale to the M&A Company. Prior to the formation of Alliant Partners, Mr. Kochman served as President and Chief Executive Officer at S-TRON, a defense electronics company in Mountain View, California from 1987 to 1990. Mr. Kochman also spent six years with FMC Corporation, a diversified holding company where he held a variety of Corporate Staff positions, including Director of Manufacturing and Director of Technology/Business Development.

Marc J. Verissimo joined Silicon Valley Bank in May 1993 as Team Leader in the Northern California Technology Division. Mr. Verissimo was named Manager of the Silicon Valley Lending Division in September 1993. Mr. Verissimo served as Manager of Silicon Valley Bank's Corporate Finance Group from January 2000 to November 2000. From November 2000 to January 2002, Mr. Verissimo served as Manager of the Risk Management Group. Mr. Verissimo was named Chief Strategy Officer in January 2002, and Chief Strategy and Risk Officer in January 2003.

Derek Witte joined us as General Counsel in 2003. Mr. Witte came to us with over 20 years of general counsel and operational experience in Silicon Valley. Prior to joining us, Mr. Witte served as the Vice President and General Counsel for Tellme Networks, Inc., a voice recognition start-up company from 2001 to 2002. From 1990 to 2001, Mr. Witte served as Vice President and General Counsel, and eventually Senior Vice President of Worldwide Operations responsible for information technology, manufacturing, facilities and purchasing groups for Symantec Corporation.

Gary K. Barr has been a member of our board of directors since 1982. He has been the Chief Executive Officer of Go!Networks, Inc., a technical support company located in Carbondale, Colorado, since October 2001. Prior to joining Go!Networks, Mr. Barr was the Chief Executive Officer of Pacific Coast Capital, a real estate investment and management company located in Carbondale, Colorado, from August 1992 to December 2000. From February 1999 to June 2001, he was the Chief Executive Officer of Sports Participant Network, an internet services company.

James F. Burns, Jr. has been a member of our board of directors since 1994. He has been the Trustee of CBR Liquidating Trust since October 1996, and formerly was the Executive Vice President and Chief Financial Officer of CBR Information Group, a credit and mortgage reporting company located in Houston, Texas, from September 1993 to October 1996. From 1997 to 2002, Mr. Burns was a member of the board of directors and the Founder of Bank First, a New Mexico chartered bank located in Albuquerque, New Mexico. He was the Executive Vice President and Chief Financial Officer of Integratec, Inc., a company providing credit origination, servicing and collection services, and the parent company of CBR Information Group prior to the spin-off of the latter in 1993, from 1988 to 1993.

29

G. Felda Hardymon has been a member of our board of directors since 2001. He has been the General Partner of Bessemer Venture Partners, a venture capital firm located in Wellesley Hills, Massachusetts since May 1981. Since July 1998, Mr. Hardymon has been a Professor of Management Practice at Harvard Business School located in Boston, Massachusetts.

Stephen E. Jackson has been a member of our board of directors since 1998. He has been the President and Chief Executive Officer of American Central Gas Companies, Inc., a gas pipeline company located in Tulsa, Oklahoma, since April 1996. He has been the Founder, President and Chief Executive Officer of American Land Development Company, a developer of residential homesites located in Tulsa, Oklahoma, since 1988. Since July 2000, he has been the President of eLynx Technologies, Inc., a company that provides real time data collection, production reporting, trending, monitoring and control via the internet for the oil and gas industry.

James R. Porter has been a member of our board of directors since 1994. He has been the Chairman of Firstwave Technologies, a software company located in Atlanta, Georgia since April 1999. From February 1997 to May 1999, he was the Chairman of CCI/Triad, a computer services company located in Austin, Texas. Since February 1985, Mr. Porter has been a member of the board of directors of CCI/Triad, which is located in Austin, Texas. He was the President, Chief Executive Officer and Director of Triad Systems Corporation, a computer software company located in Livermore, California, from September 1985 to February 1997. Mr. Porter is currently a director of Firstwave Technologies located in Atlanta, Georgia, and Cardone Industries, a manufacturing company located in Philadelphia, Pennsylvania. He has been a Member of the Board of Regents of Pepperdine University since 1993 and a Member of the Advisory Board of American Central Gas Technologies, Tulsa, Oklahoma since 2001.

Michaela K. Rodeno has been a member of our board of directors since 2001. Since November 1988, she has been the Chief Executive Officer of Skalli Corporation, doing business as St. Supery Vineyards and Winery, which is located in Rutherford, California.

        On September 25, 2003 we announced that Ms. Friedman had decided to retire. Ms. Friedman is expected to depart Silicon Valley Bancshares on October 17, 2003 and Mr. Verissimo will become the acting Chief Financial Officer on that date.

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DESCRIPTION OF THE TRUST PREFERRED SECURITIES

        SVB Capital II will issue the trust preferred securities and the common securities pursuant to the terms of the amended and restated trust agreement dated as of                        , 2003. The trust agreement will be qualified as an indenture under the Trust Indenture Act of 1939. Initially, Wilmington Trust Company will be the Delaware trustee and the property trustee. The property trustee is the independent trustee whose sole responsibility is to fulfill the obligations specified in the Trust Indenture Act. The terms of the trust preferred securities will include those stated in the trust agreement and those made part of the trust agreement by the Trust Indenture Act.

        Because this is a summary of the terms and provisions of the trust preferred securities and the trust agreement, it may not contain all of the information that may be important to you. You should read the entire trust agreement, including the definitions in that agreement, and the Trust Indenture Act. Silicon Valley Bancshares and SVB Capital II filed the form of the trust agreement as an exhibit to the registration statement of which this prospectus forms a part.

General

        Pursuant to the terms of the trust agreement, the administrative trustees on behalf of SVB Capital II will issue the trust preferred securities and the common securities. In this prospectus, we refer to the trust preferred securities and the common securities collectively as "trust securities." The trust preferred securities will represent preferred undivided beneficial interests in the assets of SVB Capital II. The trust preferred securities will be entitled to a preference over the common securities in certain circumstances with respect to distributions and amounts payable on redemption or liquidation, as well as other benefits as described in the trust agreement. Silicon Valley Bancshares will hold all of the common securities of SVB Capital II. The only assets of SVB Capital II will be the junior subordinated debentures issued by Silicon Valley Bancshares, and the sole revenues of SVB Capital II will be payments by Silicon Valley Bancshares under the junior subordinated debentures and the expense agreement.

        The trust preferred securities will rank on parity with, and payments will be made on the trust preferred securities pro rata with, the common securities of SVB Capital II except as described under "—Subordination of Common Securities to the Trust Preferred Securities" below. The property trustee will hold legal title to the junior subordinated debentures in trust for the benefit of the holders of the trust securities. The guarantee agreement executed by Silicon Valley Bancshares for the benefit of the holders of the trust preferred securities will be a guarantee only on a subordinated basis. The guarantee agreement will not guarantee payment of distributions or amounts payable on redemption of the trust preferred securities or on liquidation of the trust preferred securities if SVB Capital II does not have funds on hand available to make such payments. See "Description of Guarantee Agreement."

Distributions

        Distributions on the trust preferred securities will be payable at the annual rate of    % of the stated liquidation amount of $25, payable quarterly in arrears on the    th day of            ,            ,             and            in each year, commencing                        , 2004 to the holders of trust preferred securities on the relevant record dates. We refer to each date on which distributions are payable in accordance with the preceding sentence as a distribution date. The amount of each distribution on the trust preferred securities will include amounts accrued through the date the distribution payment is due. Distributions on the trust preferred securities will be payable to the holders of the trust preferred securities as they appear on the register of SVB Capital II on the relevant record date which will be the date 15 days prior to the relevant distribution date. Distributions will accumulate from the date of original issuance of the trust preferred securities.

        The amount of distributions payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. If any date on which distributions are payable on the trust preferred securities is not

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a business day, payment of the distribution payable on such date will be made on the next business day without any interest or other payment in respect to any such delay, with the same force and effect as if made on the date such payment was originally payable. As used in this prospectus, a "business day" means any day other than a Saturday or a Sunday, or a day on which banking institutions in the State of California are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the property trustee or the indenture trustee is closed for business.

        The funds of SVB Capital II available for distribution to you will be limited to payments by Silicon Valley Bancshares under the junior subordinated debentures in which SVB Capital II will invest the proceeds from the issuance and sale of its trust preferred securities. See "Description of Junior Subordinated Debentures." If Silicon Valley Bancshares does not make interest payments on the junior subordinated debentures, the property trustee will not have funds available to pay distributions on the trust preferred securities. The payment of distributions, if and to the extent SVB Capital II has funds legally available for the payment of such distributions and cash sufficient to make such payments, is guaranteed by Silicon Valley Bancshares. See "Description of Guarantee Agreement."

Distribution Extension Periods

        So long as no event of default with respect to the junior subordinated debentures has occurred and is continuing, the indenture permits Silicon Valley Bancshares to defer the payment of interest on the junior subordinated debentures at any time or from time to time for a period not exceeding 20 consecutive quarters with respect to each such period. No extension period may extend beyond the stated maturity of the junior subordinated debentures. As a consequence of any such election, SVB Capital II will defer quarterly distributions, and distributions will not be payable, on the trust preferred securities during any such extension period. Distributions to which you are entitled will accumulate additional amounts thereon at the rate per annum of    % thereof, compounded quarterly from the relevant distribution date, to the extent permitted under applicable law. The term "distributions" as used in this prospectus includes any such additional accumulated amounts. During any extension period, Silicon Valley Bancshares may not and shall not allow any of its subsidiaries to:

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declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Silicon Valley Bancshares' capital stock, which includes common and preferred stock;



•

make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of Silicon Valley Bancshares, including other junior subordinated debentures, that rank on parity with or junior in interest to the junior subordinated debentures;



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make any guarantee payments with respect to any guarantee by Silicon Valley Bancshares of the debt securities of any subsidiary of Silicon Valley Bancshares if such guarantee ranks on parity with or junior in interest to the junior subordinated debentures; or



•

redeem, purchase or acquire less than all of the junior subordinated debentures or any of the trust preferred securities.

        The prohibitions in the first three bullet points above do not apply to:

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dividends or distributions in capital stock of Silicon Valley Bancshares, which includes common and preferred stock;



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any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to such plan;



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payments under the guarantee agreement; and

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•

purchases of common stock related to the issuance of common stock or rights under any of Silicon Valley Bancshares' benefit plans for its directors, officers, employees or consultants.

        Prior to the termination of any extension period, Silicon Valley Bancshares may further extend the extension period, so long as the extension does not cause such extension period to exceed 20 consecutive quarters or extend beyond the stated maturity. If any extension period terminates and Silicon Valley Bancshares pays all amounts then due, subject to the foregoing limitations, Silicon Valley Bancshares may elect to begin a new extension period. Except as described in this paragraph, there is no limitation on the number of times that Silicon Valley Bancshares may elect to begin an extension period.

        Silicon Valley Bancshares has no current intention of exercising its right to defer payments of interest by extending the interest payment period on the junior subordinated debentures.

Redemption

        Upon the repayment or redemption at any time, in whole or in part, of any junior subordinated debentures, the property trustee is required to use the proceeds from the repayment or redemption to redeem a like amount of the trust securities, upon not less than 30 nor more than 60 days' notice of a date of redemption, at the redemption price defined below. See "Description of Junior Subordinated Debentures—Redemption." If less than all of the junior subordinated debentures are to be repaid or redeemed on a redemption date, then the property trustee will allocate the proceeds from the repayment or redemption to the trust securities on a pro rata basis and based on liquidation amounts among the trust securities.

        The "liquidation amount" is equal to the stated amount of $25 per trust security. The "redemption price" with respect to any trust security is an amount equal to the liquidation amount of such trust security, plus accumulated and unpaid distributions on the trust security to the redemption date.

        Subject to Federal Reserve approval, if then required under applicable capital guidelines or policy of the Federal Reserve, Silicon Valley Bancshares may redeem the junior subordinated debentures:

•

at any time on or after                        , 2008, in whole or in part, at a redemption price equal to the accrued and unpaid interest on the junior subordinated debentures being redeemed to the date fixed for redemption, plus 100% of the principal amount of the junior subordinated debentures; or



•

at any time, whether occurring before, on or after                        , 2008, in whole, but not in part, within 90 days following the occurrence of a tax event, an investment company event or a capital treatment event, each as defined below, at a redemption price equal to the accrued and unpaid interest on the junior subordinated debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount of the junior debentures.

See "Description of Junior Subordinated Debentures—Redemption."

        If a tax event occurs and Silicon Valley Bancshares does not elect to redeem the junior subordinated debentures and thereby cause a mandatory redemption of the trust securities or to liquidate SVB Capital II and cause the junior subordinated debentures to be distributed to you in liquidation of SVB Capital II, the trust securities will remain outstanding and additional sums, as described below, may be payable on the junior subordinated debentures.

        For purposes of this prospectus, the term "additional sums" means the additional amounts required to be paid by Silicon Valley Bancshares on the junior subordinated debentures in order that the amount of distributions then due and payable by SVB Capital II on the outstanding trust securities of SVB Capital II are not reduced as a result of any additional taxes, duties and other governmental charges to which SVB Capital II has become subject as a result of a tax event.

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        For purposes of this prospectus, a "tax event" means the receipt by Silicon Valley Bancshares and SVB Capital II of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to, or change, including any announced prospective change, in, the laws or any regulations under such laws of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement or decision is announced on or after the original issuance of the trust preferred securities, there is more than an insubstantial risk that:

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SVB Capital II is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on the junior subordinated debentures;



•

interest payable by Silicon Valley Bancshares on the junior subordinated debentures is not, or within 90 days of such opinion will not be, deductible by Silicon Valley Bancshares, in whole or in part, for United States federal income tax purposes; or



•

SVB Capital II is, or will be within 90 days of the date of the opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

        For purposes of this prospectus, an "investment company event" means the receipt by Silicon Valley Bancshares and SVB Capital II of an opinion of counsel experienced in such matters to the effect that, as a result of any change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that SVB Capital II is or will be considered an "investment company" that is required to be registered under the Investment Company Act of 1940, as amended, which change becomes effective on or after the original issuance of the trust preferred securities.

        For purposes of this prospectus, a "capital treatment event" means the reasonable determination by Silicon Valley Bancshares that, as a result of any amendment to, or change, including any announced prospective change, in, the laws or any regulations thereunder of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement or decision is announced on or after the date of original issuance of the trust preferred securities, there is more than an insubstantial risk that Silicon Valley Bancshares will not be entitled to treat the trust preferred securities, or any substantial portion thereof, as "Tier 1 Capital" or the then equivalent thereof for purposes of the capital adequacy guidelines of the Federal Reserve, as then in effect and applicable to Silicon Valley Bancshares. For a discussion of recent accounting changes, see the section entitled "Accounting and Regulatory Treatment" above.

Redemption Procedures

        SVB Capital II will redeem the trust preferred securities on each redemption date at the redemption price and will use the applicable proceeds from the contemporaneous redemption of the junior subordinated debentures for such redemption. SVB Capital II will redeem the trust preferred securities and the redemption price will be payable on each redemption date only to the extent that SVB Capital II has funds on hand available for the payment of the redemption price. See "—Subordination of Common Securities to the Trust Preferred Securities" and "Description of Guarantee Agreement."

        If the property trustee gives a notice of redemption of the trust preferred securities, then, by 12:00 noon, Eastern time on the redemption date, to the extent funds are available, with respect to trust preferred securities held in book-entry form, the property trustee will irrevocably deposit with the depositary funds sufficient to pay the aggregate redemption price and will give the depositary irrevocable instructions and authority to pay the redemption price to you. See "Book-Entry Issuance." If the trust

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preferred securities are no longer in book-entry form, the property trustee, to the extent funds are available, will irrevocably deposit with the paying agent for the trust preferred securities funds sufficient to pay the aggregate redemption price and will give such paying agent irrevocable instructions and authority to pay the redemption price to you upon surrender of your certificates evidencing your trust preferred securities. Notwithstanding the above, distributions payable on or prior to the redemption date will be payable to the holders of the trust preferred securities on the relevant record dates on the applicable distribution dates.

        If SVB Capital II gives a notice of redemption and the property trustee deposits its funds as required, then upon the date of such deposit, all your rights will cease, except your right to receive the applicable redemption price and any distribution payable on or prior to the redemption date, but without interest, on such redemption price, and such trust preferred securities will cease to be outstanding. If any date fixed for redemption of such trust preferred securities is not a business day, then payment of the redemption price payable on such date will be made on the next succeeding business day, without any interest or other payment in respect of any such delay. If trust preferred securities are called for redemption and payment of the redemption price is improperly withheld or refused and not paid either by SVB Capital II or by Silicon Valley Bancshares under the guarantee agreement, distributions on the trust preferred securities will continue to accrue at the then applicable rate, from the redemption date originally established by SVB Capital II for such trust preferred securities to the date such redemption price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the redemption price. See "Description of Guarantee Agreement."

        If less than all of the trust securities issued by SVB Capital II are to be redeemed on a redemption date, then the aggregate redemption price for the trust securities being redeemed will be allocated pro rata to the trust preferred securities and common securities based upon the relative liquidation amounts of each class. The property trustee will select the particular trust preferred securities to be redeemed on a pro rata basis, based upon liquidation amounts, not more than 60 days prior to the redemption date from the outstanding trust preferred securities not previously called for redemption, by the method as the property trustee deems fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple thereof) of the liquidation amount of trust preferred securities. The property trustee will promptly notify the security registrar in writing of the trust preferred securities selected for redemption and, in the case of any trust preferred securities selected for partial redemption, the liquidation amount of trust preferred securities to be redeemed. For all purposes of the trust agreement, unless the context otherwise requires, all provisions relating to the redemption of trust preferred securities will relate to the portion of the aggregate liquidation amount of trust preferred securities which has been or is to be redeemed.

        Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of trust securities at such holder's registered address.

        Subject to applicable law, including, without limitation, United States federal securities law, and provided Silicon Valley Bancshares is not then deferring interest payments on the junior subordinated debentures, we, except for SVB Capital II, may at any time and from time to time purchase outstanding trust preferred securities by tender, in the open market or by private agreement.

Distribution of Junior Subordinated Debentures

        If Silicon Valley Bancshares and SVB Capital II receive an opinion of counsel to the effect that such distribution will not be a taxable event to you, and if Silicon Valley Bancshares receives prior approval of the Federal Reserve to the extent approval is required under applicable capital guidelines or policies of the Federal Reserve, Silicon Valley Bancshares may dissolve SVB Capital II and, after satisfaction of the liabilities of creditors of SVB Capital II as provided by applicable law, cause a like amount of the junior

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subordinated debentures to be distributed to you in liquidation of SVB Capital II. After the liquidation date fixed for any distribution of junior subordinated debentures for trust preferred securities:

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the trust preferred securities will no longer be deemed to be outstanding;



•

certificates representing trust preferred securities that are not then held by the depositary or its nominee will be deemed to represent the junior subordinated debentures having a principal amount equal to the liquidation amount of the trust preferred securities, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid distributions on the trust preferred securities until such certificates are presented to the administrative trustees or their agent for transfer or reissuance;



•

Silicon Valley Bancshares will use its best efforts to have the junior subordinated debentures approved for quotation on the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the trust preferred securities are then listed;



•

any trust preferred securities certificates not so surrendered for exchange will be deemed to represent a like amount of junior subordinated debentures, accruing interest at the rate provided for in the junior subordinated debentures from the last distribution date on which a distribution was made on the trust securities certificates until the trust preferred securities certificates are surrendered, and until the trust preferred securities certificates are surrendered, no payments of interest or principal will be made to holders of junior subordinated debentures represented by the trust preferred securities certificates; and



•

all rights of securityholders holding trust securities will cease, except the right of those securityholders to receive a like amount of junior subordinated debentures upon surrender of trust securities certificates.

        For purposes of this prospectus, the term "like amount" means:

•

with respect to a redemption of trust securities, trust securities having a liquidation amount equal to that portion of the principal amount of junior subordinated debentures to be contemporaneously redeemed in accordance with the indenture, allocated to the common securities and to the trust preferred securities based upon the relative liquidation amounts of the classes, and the proceeds of which will be used to pay the redemption price of the trust securities; and



•

with respect to a distribution of junior subordinated debentures to holders of trust securities in connection with a dissolution or liquidation of SVB Capital II, junior subordinated debentures having a principal amount equal to the liquidation amount of the trust securities of the holder to whom such junior subordinated debentures are distributed.

Subordination of Common Securities to the Trust Preferred Securities

        Except as described below, payment of distributions on, and the redemption price of, the trust preferred securities and common securities, as applicable, will be made pro rata based on the liquidation amounts of the trust preferred securities and common securities.

        If on any distribution date or redemption date an event of default with respect to the junior subordinated debentures has occurred and is continuing:

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SVB Capital II may not make any payment of any distribution, including additional amounts, if applicable, on, or applicable redemption price of, any of the common securities; and



•

SVB Capital II may not make any other payment on account of the redemption, liquidation or other acquisition of the common securities;

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unless payment in full in cash of all accumulated and unpaid distributions, including additional amounts, if applicable, on all of the outstanding trust preferred securities for all distribution periods terminating on or prior thereto, or in the case of payment of the applicable redemption price, the full amount of such redemption price on all of the outstanding trust preferred securities then called for redemption, has been made or provided for. All funds available to the property trustee will first be applied to the payment in full in cash of all distributions on, or redemption price of, the trust preferred securities then due and payable, including additional amounts, if applicable.

        If any event of default occurs under the trust agreement resulting from an event of default with respect to the junior subordinated debentures, Silicon Valley Bancshares as holder of the common securities will be deemed to have waived any right to act with respect to any such event of default under the trust agreement until the effect of all such events of default with respect to the trust preferred securities have been cured, waived or otherwise eliminated. Until any such event of default has been so cured, waived or otherwise eliminated, the property trustee will act solely on behalf of the holders of the trust preferred securities and not on behalf of Silicon Valley Bancshares as holder of the common securities, and only the holders of the trust preferred securities will have the right to direct the property trustee to act on their behalf.

Liquidation Distribution Upon Dissolution

        Silicon Valley Bancshares will have the right at any time to dissolve SVB Capital II and cause the junior subordinated debentures to be distributed to you. This right is subject to Silicon Valley Bancshares having received prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve. See "—Distribution of Junior Subordinated Debentures." Silicon Valley Bancshares may exercise its right to dissolve SVB Capital II under circumstances where a tax event, a capital treatment event, an investment company event or other undesirable event could be avoided simply by dissolving SVB Capital II and causing the junior subordinated debentures to be distributed to you.

        Under the trust agreement, SVB Capital II will automatically dissolve upon expiration of its term and will earlier dissolve on the first to occur of:

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certain events of bankruptcy, dissolution or liquidation of Silicon Valley Bancshares;



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the distribution of a like amount of the junior subordinated debentures to the holders of its trust securities, if Silicon Valley Bancshares, as depositor, has delivered written direction to the property trustee to dissolve SVB Capital II, which direction is optional and, except as described above, wholly within the discretion of Silicon Valley Bancshares, as depositor;



•

the redemption of all of the trust preferred securities as described under "—Redemption;" and



•

the entry of an order for the dissolution of SVB Capital II by a court of competent jurisdiction.

        If an early dissolution occurs as described in the first, second or fourth bullet point above or upon the expiration of the trust, the trustees will liquidate SVB Capital II as quickly as they determine possible by distributing, after satisfaction of liabilities to creditors of SVB Capital II as provided by applicable law, to the holders of such trust securities a like amount of the junior subordinated debentures. If the property trustee determines that so distributing a like amount of junior subordinated debentures is not practical, such holders will then be entitled to receive out of the assets of SVB Capital II available for distribution to holders, after satisfaction of liabilities to creditors of SVB Capital II as provided by applicable law, an amount equal to, in the case of holders of trust preferred securities, the aggregate of the liquidation amount plus accrued and unpaid distributions thereon to the date of payment. In this prospectus, we refer to such amount as the liquidation distribution.

        If the liquidation distribution can be paid only in part because SVB Capital II has insufficient assets available to pay in full the aggregate liquidation distribution, then the amounts payable directly by SVB

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Capital II on the trust preferred securities will be paid on a pro rata basis, based upon liquidation amounts. The holder(s) of the common securities will be entitled to receive liquidation distributions upon any such liquidation pro rata with the holders of the trust preferred securities, except that if an event of default with respect to the junior subordinated debentures has occurred and is continuing, the trust preferred securities will have a priority over the common securities.

        Under current United States federal income tax law and interpretations and assuming, as set forth in an opinion of counsel to Silicon Valley Bancshares, SVB Capital II is treated as a grantor trust, a distribution of the junior subordinated debentures should not be a taxable event to you. If there were a change in law, a change in legal interpretation, a tax event or other circumstances, however, the distribution could be a taxable event to SVB Capital II and to you. See "Certain Federal Income Tax Consequences."

        If Silicon Valley Bancshares elects to dissolve SVB Capital II and thereby causes the junior subordinated debentures to be distributed to holders of the trust preferred securities in liquidation of SVB Capital II, Silicon Valley Bancshares will continue to have the right to shorten the maturity of such junior subordinated debentures, subject to certain conditions. See "Description of Junior Subordinated Debentures—General."

Events of Default; Notice

        Any one of the following events that has occurred and is continuing constitutes an event of default under the trust agreement with respect to the trust preferred securities, whatever the reason for such event of default and whether it is voluntary or involuntary or arises by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

•

the occurrence of an event of default with respect to the junior subordinated debentures; or



•

default by SVB Capital II in the payment of any distribution when it becomes due and payable, and continuation of such default for a period of 30 days, unless the failure to make such payment is the result of an extension period; or



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default by SVB Capital II in the payment of any redemption price of any trust security when it becomes due and payable; or



•

default in the performance or breach, in any material respect, of any covenant or warranty of the property trustee in the trust agreement, other than a default or breach in the performance of a covenant or warranty which is addressed in the second or third bullet points above, and continuation of the default or breach for a period of 60 days after notice is given in accordance with the trust agreement; or



•

the occurrence of certain events of bankruptcy or insolvency with respect to the property trustee and the failure by Silicon Valley Bancshares to appoint a successor property trustee within 60 days of the occurrence of the event.

        Within five business days after the occurrence of any event of default under the trust agreement actually known to the property trustee, the property trustee is required to transmit notice of the event of default to the holders of the trust securities, the administrative trustees and Silicon Valley Bancshares, as depositor, unless such event of default has been cured or waived. The existence of an event of default under the trust agreement does not entitle the holders of the trust preferred securities to accelerate the maturity of those securities. However, in the case of an event of default with respect to the junior subordinated debentures, the property trustee and the holders of the trust preferred securities will have the right to accelerate the maturity of the junior subordinated debentures as described below. Silicon Valley Bancshares, as depositor, and the administrative trustees are required to file annually with the property

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trustee a certificate as to whether or not they are in compliance with all the conditions and covenants applicable to them under the trust agreement.

        If an event of default with respect to the junior subordinated debentures has occurred and is continuing, the trust preferred securities will have a preference over the common securities upon termination of SVB Capital II as described above. See "—Liquidation Distribution Upon Dissolution." Upon an event of default with respect to the junior subordinated debentures, other than with respect to certain events in bankruptcy, insolvency or reorganization, unless the principal of all the junior subordinated debentures has already become due and payable, either the indenture trustee or the holders of not less than 25% in aggregate principal amount of the junior subordinated debentures then outstanding may declare all of the junior subordinated debentures to be due and payable immediately by giving notice in writing to Silicon Valley Bancshares, and to the indenture trustee, if notice is given by holders of the junior subordinated debentures. If the indenture trustee or the holders of not less than 25% in principal amount of the outstanding junior subordinated debentures fail to declare the principal of all of the junior subordinated debentures due and payable upon an event of default with respect to the junior subordinated debentures, the holders of at least 25% in liquidation amount of the trust preferred securities then outstanding will have the right to declare the junior subordinated debentures immediately due and payable. In either event, payment of principal and interest on the junior subordinated debentures remain subordinated to the extent provided in the indenture. In addition, you have the right in certain circumstances to bring a direct action against Silicon Valley Bancshares. See "Description of Junior Subordinated Debentures—Enforcement of Certain Rights by Holders of Trust Preferred Securities."

        If an event of default with respect to the junior subordinated debentures with respect to certain events in bankruptcy, insolvency or reorganization occurs, the junior subordinated debentures will automatically, and without any declaration or other action on the part of the indenture trustee or the holders of the junior subordinated debentures, become immediately due and payable. In such event, payment of principal and interest on the junior subordinated debentures will also remain subordinated to the extent provided in the indenture.

Removal of Trustees

        Unless an event of default with respect to the junior subordinated debentures has occurred and is continuing, any of the property trustee, the Delaware trustee or the administrative trustees may be removed at any time by the holder of the common securities. For example, the holder of the common securities may seek to remove such trustees upon a substandard performance or non-performance of their duties or upon a significant increase in a trustee's fee. If an event of default with respect to the junior subordinated debentures has occurred and is continuing, the property trustee or the Delaware trustee or both of them may be removed by the holders of a majority in liquidation amount of the outstanding trust preferred securities. In no event will the holders of the trust preferred securities have the right to vote to appoint, remove or replace the administrative trustees, which voting rights are vested exclusively in Silicon Valley Bancshares as the holder of the common securities. No resignation or removal of a trustee and no appointment of a successor trustee will be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the trust agreement.

Co-Trustees and Separate Property Trustee

        Unless an event of default under the trust agreement has occurred and is continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of trust property may at the time be located, Silicon Valley Bancshares, as the holder of the common securities, and the administrative trustees by agreed action of the majority of such trustees may appoint one or more persons either to act as a co-trustee, jointly with the property trustee, of all or any part of such trust property, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such person or persons in such

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capacity any property, title, right or power deemed necessary or desirable, subject to the provisions of the trust agreement. If Silicon Valley Bancshares does not join in such appointment with the majority of the administrative trustees within 15 days of the receipt by it of a request from such trustees to do so, or in case an event of default with respect to the junior subordinated debentures has occurred and is continuing, the property trustee alone will have power to make such appointment.

Merger or Consolidation of Trustees

        Any person into which the property trustee, the Delaware trustee or any administrative trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such issuer trustee is a party, or any corporation succeeding to all or substantially all the corporate trust business of such issuer trustee, will be the successor of such issuer trustee under the trust agreement, so long as such corporation shall be otherwise qualified and eligible.

Mergers, Consolidations, Amalgamations or Replacements of SVB Capital II

        SVB Capital II may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other person, except as described below. SVB Capital II may, at the request of Silicon Valley Bancshares, with the consent of the administrative trustees and without the consent of the holders of the trust preferred securities, the property trustee or the Delaware trustee merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state if:

•

such successor entity either (a) expressly assumes all of the obligations of SVB Capital II with respect to the trust preferred securities or (b) substitutes for the trust preferred securities other securities having substantially the same terms as the trust preferred securities so long as such successor securities rank the same as the trust preferred securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise;



•

Silicon Valley Bancshares expressly appoints a trustee of such successor entity possessing the same powers and duties as the property trustee as the holder of the junior subordinated debentures;



•

the successor securities are listed, or any successor securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the trust preferred securities are then listed, if any;



•

such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the trust preferred securities, including any successor securities to be downgraded by any nationally recognized statistical rating organization which gives ratings to the trust preferred securities;



•

such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust preferred securities, including any successor securities, in any material respect;



•

such successor entity has a purpose substantially identical to that of SVB Capital II;



•

prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, Silicon Valley Bancshares has received an opinion from independent counsel to SVB Capital II experienced in such matters to the effect that (a) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the trust preferred securities, including any successor securities, in any material respect, and (b) following such merger, consolidation, amalgamation, replacement,

40

conveyance, transfer or lease, neither SVB Capital II nor such successor entity will be required to register as an "investment company" under the Investment Company Act; and

•

Silicon Valley Bancshares owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the successor securities at least to the extent provided by the guarantee agreement.

        Notwithstanding the foregoing, SVB Capital II shall not, except with the consent of holders of 100% in liquidation amount of the trust preferred securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause SVB Capital II or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

Voting Rights; Amendment of the Trust Agreement

        Except as provided below and under "Description of Guarantee Agreement—Amendments and Assignment" and as otherwise required by law and the trust agreement, you will have no voting rights.

        The trust agreement may be amended from time to time by Silicon Valley Bancshares, the property trustee and the administrative trustees, without the consent of the holders of the trust securities,

•

to cure any ambiguity, correct or supplement any provision in the trust agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under the trust agreement, which shall not be inconsistent with the other provisions of the trust agreement; or



•

to modify, eliminate or add to any provisions of the trust agreement to such extent as is necessary to ensure that SVB Capital II will be classified for United States federal income tax purposes as a grantor trust at all times that any trust securities are outstanding or to ensure that SVB Capital II will not be required to register as an "investment company" under the Investment Company Act.

However, that in the case of the first bullet point above, the amendment may not adversely affect in any material respect the interests of any holder of trust securities. Any amendments of the trust agreement will become effective when notice is given to you of the amendment.

        Except as described below, the trust agreement may be amended by the administrative trustees and the property trustee with:

•

the consent of holders representing not less than a majority of the aggregate liquidation amount of the outstanding trust securities; and



•

receipt by the trustees of an opinion of counsel to the effect that such amendment or the exercise of any power granted to the trustees in accordance with such amendment will not affect SVB Capital II's status as a grantor trust for United States federal income tax purposes or SVB Capital II's exemption from status as an "investment company" under the Investment Company Act.

        The consent of each holder of trust securities is required to amend the trust agreement to:

•

change the amount or timing of any distribution on the trust securities or otherwise adversely affect the amount of any distribution required to be made in respect of the trust securities as of a specified date; or



•

restrict the right of a holder of trust securities to institute suit for the enforcement of any such payment on or after such date.

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        So long as any junior subordinated debentures are held by the property trustee, the administrative trustees may not:

•

direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee, or execute any trust or power conferred on the property trustee with respect to the junior subordinated debentures;



•

waive any past default that is waivable under the indenture;



•

exercise any right to rescind or annul a declaration that the principal of all the junior subordinated debentures shall be due and payable; or



•

consent to any amendment, modification or termination of the indenture or the junior subordinated debentures, where such consent is required, without, in each case, obtaining the prior approval of the holders of a majority in aggregate liquidation amount of all outstanding trust preferred securities.

However, where a consent under the indenture would require the consent of each holder of junior subordinated debentures affected thereby, the property trustee may not give such consent without the prior consent of each holder of the trust preferred securities. The administrative trustees shall not revoke any action previously authorized or approved by a vote of the holders of the trust preferred securities except by subsequent vote of the required holders of the trust preferred securities. The property trustee shall notify each holder of the trust preferred securities of any notice of default with respect to the junior subordinated debentures. In addition to obtaining the foregoing approvals of such holders of the trust preferred securities, prior to taking any of the foregoing actions, the administrative trustees will obtain an opinion of counsel experienced in such matters to the effect that SVB Capital II will not be classified as other than a grantor trust for United States federal income tax purposes.

        Holders of the trust preferred securities may give any required approval at a meeting of holders of trust preferred securities convened for such purpose or pursuant to written consent. The property trustee will cause a notice of any meeting at which holders of the trust preferred securities are entitled to vote, or of any matter upon which action by written consent of such holders is to be taken, to be given to each holder of record of the trust preferred securities in the manner set forth in the trust agreement.

        SVB Capital II may redeem and cancel the trust preferred securities in accordance with the trust agreement without the vote or consent of the holders of the trust preferred securities.

        Even though holders of the trust preferred securities are entitled to vote or consent under any of the circumstances described above, any of the trust preferred securities owned by Silicon Valley Bancshares, the trustees or any affiliate of Silicon Valley Bancshares or any trustees, will, for purposes of such vote or consent, be treated as if they were not outstanding.

Global Trust Preferred Securities

        The trust preferred securities will be represented by one or more global certificates registered in the name of the depositary, which is initially The Depository Trust Company, or its nominee. Beneficial interests in the trust preferred securities will be shown on, and transfers thereof will be effected only through, records maintained by participants in the depositary. Except as described below, trust preferred securities in certificated form will not be issued in exchange for the global certificates. See "Book-Entry Issuance."

        A global trust preferred security will be exchangeable for trust preferred securities registered in the names of persons other than the depositary or its nominee only if:

•

Silicon Valley Bancshares notifies trustees that the depositary is unwilling or unable to continue as a depositary for such global security and no successor depositary has been appointed, or if at any time

42

the depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the depositary is required to be so registered to act as such depositary; or

•

Silicon Valley Bancshares in its sole discretion elects to terminate the book-entry system through the depositary.

        Any global security that is exchangeable pursuant to the preceding sentence will be exchangeable for definitive certificates registered in such names as the depositary directs. We expect that such instructions will be based upon directions received by the depositary with respect to ownership of beneficial interests in such global security. If trust preferred securities are issued in definitive form, they will be in denominations of $25 and integral multiples thereof and may be transferred or exchanged at the offices of the securities registrar described below.

        Unless and until it is exchanged in whole or in part for the individual trust preferred securities represented thereby, a global trust preferred security may not be transferred except as a whole by the depositary to a nominee of the depositary, or by a nominee of such the depositary to such depositary or another nominee of such depositary, or by the depositary or any nominee to a successor depositary or any nominee of the successor depositary.

        Payments on trust preferred securities represented by a global trust preferred security will be made to the depositary for the trust preferred securities. If trust preferred securities are issued in definitive form, distributions will be payable, the transfer of the trust preferred securities will be registrable, and trust preferred securities will be exchangeable for trust preferred securities of other denominations of a like aggregate liquidation amount, at the corporate office of the property trustee, or at the offices of any paying agent or co-paying agent appointed by the administrative trustees. However, payment of any distribution may be made at the option of the administrative trustees by check mailed to the address of the persons entitled thereto or by wire transfer. For a description of the terms of the depositary arrangements relating to payments, transfers, voting rights, redemptions and other notices and other matters, see "Book-Entry Issuance."

        Upon the issuance of a global trust preferred security, and the deposit of such global trust preferred security with or on behalf of the depositary, the depositary for such global trust preferred security or its nominee will credit, on its book-entry registration and transfer system, the respective aggregate liquidation amounts of the individual trust preferred securities represented by such global trust preferred securities to the accounts of participants. Such accounts will be designated by the dealers, underwriters or agents with respect to such trust preferred securities. Ownership of beneficial interests in a global trust preferred security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global trust preferred security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee, with respect to interests of participants, and the records of participants, with respect to interests of persons who hold through participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. The limits and laws described above may impair the ability to transfer beneficial interests in a global trust preferred security.

        So long as the depositary for a global trust preferred security, or its nominee, is the registered owner of such global trust preferred security, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the trust preferred securities represented by such global trust preferred security for all purposes under the trust agreement governing such trust preferred securities. Except as provided above, owners of beneficial interests in a global trust preferred security will not be entitled to have any of the individual trust preferred securities represented by such global trust preferred security registered in their names, will not receive or be entitled to receive physical delivery of any such trust preferred securities in definitive form and will not be considered the owners or holders thereof under the trust agreement.

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        None of Silicon Valley Bancshares, the property trustee, any paying agent, or the securities registrar for such trust preferred securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global trust preferred security representing such trust preferred securities or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

        Silicon Valley Bancshares expects that the depositary for trust preferred securities or its nominee, upon receipt of any payment of the liquidation amount or distributions in respect of a permanent global trust preferred security immediately will credit participants' accounts with payments in amounts proportionate to their respective beneficial interest in the aggregate liquidation amount of such global trust preferred security as shown on the records of such depositary or its nominee. Silicon Valley Bancshares also expects that payments by participants to owners of beneficial interests in such global trust preferred security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name." Participants will be responsible for making these payments to beneficial owners.

Paying Agent

        The paying agent for the trust preferred securities will initially be the property trustee and any co-paying agent chosen by the property trustee and acceptable to the administrative trustees and Silicon Valley Bancshares. The paying agent will be permitted to resign as paying agent upon 30 days' written notice to Silicon Valley Bancshares and the administrative trustees and property trustee. If the property trustee is no longer the paying agent, the administrative trustees will appoint a successor, which must be a bank or trust company acceptable to the property trustee and Silicon Valley Bancshares, to act as paying agent.

Registrar and Transfer Agent

        The property trustee will act as registrar and transfer agent for the trust preferred securities. Registration of transfers of the trust preferred securities will be effected without charge by or on behalf of SVB Capital II, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. SVB Capital II will not be required to register or cause to be registered the transfer of the trust preferred securities after such trust preferred securities have been called for redemption.

Information Concerning the Property Trustee

        The property trustee, other than upon the occurrence and during the continuance of an event of default under the trust agreement, undertakes to perform only the duties as are specifically set forth in the trust agreement. After an event of default, the property trustee must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to the preceding sentence, the property trustee is under no obligation to exercise any of the powers vested in it by the trust agreement at the request of any holder of trust preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred thereby. If no event of default under the terms agreement has occurred and is continuing and the property trustee must decide between alternative causes of action, construe ambiguous provisions in the trust agreement or is unsure of the application of any provision of the trust agreement, and the matter is not one on which holders of the trust preferred securities are entitled under the trust agreement to vote, then the property trustee will take such action as is directed by Silicon Valley Bancshares and if not so directed, will take such action as it deems advisable and in the best interests of the holders of the trust securities. In taking any such action, the property trustee will have no liability except for its own bad faith, negligence or willful misconduct.

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Miscellaneous

        The administrative trustees are authorized and directed to conduct the affairs of and to operate SVB Capital II in such a way that:

•

SVB Capital II will not be deemed to be an "investment company" required to be registered under the Investment Company Act;



•

SVB Capital will not be classified as an association taxable as a corporation for United States federal income tax purposes; and



•

the junior subordinated debentures will be treated as indebtedness of Silicon Valley Bancshares for United States federal income tax purposes.

        In this regard, Silicon Valley Bancshares and the administrative trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust of SVB Capital II or the trust agreement, that Silicon Valley Bancshares and the administrative trustees determine in their discretion to be necessary or desirable for such purposes, as long as such action does not materially adversely affect the interests of the holders of the trust preferred securities. Holders of the trust preferred securities have no preemptive or similar rights.

        SVB Capital II may not borrow money or issue debt or mortgage or pledge any of its assets.

Governing Law

        The trust agreement and the trust securities will be governed by and construed in accordance with the laws of the State of Delaware.

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DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

        Concurrently with the issuance of the trust preferred securities, SVB Capital II will invest the proceeds of the issuance, together with the consideration paid by Silicon Valley Bancshares for the common securities, in junior subordinated debentures issued by Silicon Valley Bancshares with an aggregate principal amount of $50 million. The junior subordinated debentures will be issued as unsecured debt under the Junior Subordinated Indenture, dated as of                        , 2003, between Silicon Valley Bancshares and the indenture trustee, which we refer to as the indenture. The indenture will be qualified under the Trust Indenture Act.

        Because this is a summary of the terms and provisions of the junior subordinated debentures and the indenture, it may not contain all of the information that is important to you. You should read the entire indenture and form of junior subordinated debenture, which Silicon Valley Bancshares and SVB Capital II filed as exhibits to the registration statement of which this prospectus forms a part, and the Trust Indenture Act.

General

        The junior subordinated debentures will bear interest at the annual rate of    % of the principal amount thereof, payable quarterly in arrears on the interest payment dates, which are each    th day of                        ,                         ,                         and                         of each year, commencing                        , 2004, to the person in whose name each junior subordinated debenture is registered on the date 15 days prior to the relevant interest payment date whether or not a business day. The amount of each interest payment due on the junior subordinated debentures will include amounts accrued through the date the interest payment is due. Silicon Valley Bancshares anticipates that, until the liquidation, if any, of SVB Capital II, each junior subordinated debenture will be held in the name of the property trustee in trust for the benefit of the holders of the trust preferred securities. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months.

        If any date on which interest is payable on the junior subordinated debentures is not a business day, then payment of the interest payable on that date will be made on the next business day, without any interest or other payment in respect of any such delay, in each case with the same force and effect as if made on the date such payment was originally payable. Accrued interest that is not paid on the applicable interest payment date will bear additional interest on the amount thereof, to the extent permitted by law, at            % per annum, compounded quarterly. The term "interest" as used in this description includes quarterly interest payments, interest on quarterly interest payments not paid on the applicable interest payment date and additional sums, as applicable.

        The junior subordinated debentures will mature on                        , 2033. At any time, Silicon Valley Bancshares may shorten the maturity date to any date not earlier than                         , 2008. We refer to the date of maturity on the junior subordinated debentures, as it may be shortened, as the stated maturity. Subject to the prior approval of the Federal Reserve, Silicon Valley Bancshares may exercise its right to shorten the maturity of the junior subordinated debentures under any circumstance, including to refinance the junior subordinate debentures to obtain a lower interest rate, and under circumstances where a tax event, capital treatment event, investment company event or other undesirable event could be avoided simply by shortening the maturity of the junior subordinated debentures.

        If Silicon Valley Bancshares elects to shorten the stated maturity of the junior subordinated debentures, it must give notice to the indenture trustee, and the indenture trustee must give notice of such shortening to the holders of the junior subordinated debentures no less than 60 days prior to the effectiveness of the shortened stated maturity.

        The junior subordinated debentures will be unsecured and will rank junior and be subordinate in right of payment to all senior debt of Silicon Valley Bancshares. Because Silicon Valley Bancshares is a holding

46

company, the right of Silicon Valley Bancshares to participate in any distribution of assets of any subsidiaries upon any such subsidiaries' liquidation or reorganization or otherwise, and thus the ability of holders of the trust preferred securities to benefit indirectly from such distribution, is subject to the prior claims of creditors of that subsidiary, except to the extent that Silicon Valley Bancshares may itself be recognized as a creditor of that subsidiary. Accordingly, the junior subordinated debentures will be effectively subordinated to all existing and future liabilities of the subsidiaries of Silicon Valley Bancshares, and holders of junior subordinated debentures should look only to the assets of Silicon Valley Bancshares for payments on the junior subordinated debentures. The indenture does not limit the incurrence or issuance of other secured or unsecured debt of Silicon Valley Bancshares, including senior debt, whether under the indenture or any existing or other indenture that Silicon Valley Bancshares may enter into in the future or otherwise. See "—Subordination" below.

Option to Defer Interest Payment Period

        So long as no event of default with respect to the junior subordinated debentures has occurred and is continuing, Silicon Valley Bancshares has the right, at any time during the term of the junior subordinated debentures, to defer the payment of interest at any time or from time to time for a period not exceeding 20 consecutive quarters. No such extension period may extend beyond the stated maturity. During any extension period, Silicon Valley Bancshares may make partial payments of interest on any interest payment date. No extension period may end other than on an interest payment date. At the end of an extension period, Silicon Valley Bancshares must pay all interest then accrued and unpaid, together with interest on the accrued and unpaid interest at the annual rate of    %, compounded quarterly, to the extent permitted by applicable law. During an extension period, interest will continue to accrue and holders of junior subordinated debentures will be required to accrue interest income for United States federal income tax purposes. See "Certain Federal Income Tax Consequences—Interest Income and Original Issue Discount." Neither the default by Silicon Valley Bancshares on any senior debt, nor a default with respect to senior debt resulting in acceleration of the maturity of that debt, constitutes an event of default with respect to the junior subordinated debentures. See "—Debenture Events of Default" below.

        During any such extension period, Silicon Valley Bancshares may not and will not permit any of its subsidiaries to:

•

declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Silicon Valley Bancshares' capital stock, which includes common and preferred stock;



•

make any payment of principal of, or, interest or premium, if any, on or repay, repurchase or redeem any debt securities of Silicon Valley Bancshares, including other junior subordinated debentures, that rank on parity with or junior in interest to the junior subordinated debentures;



•

make any guarantee payments with respect to any guarantee by Silicon Valley Bancshares of the debt securities of any subsidiary of Silicon Valley Bancshares if such guarantee ranks on parity with or junior in interest to the junior subordinated debentures; or



•

redeem, purchase or acquire less than all of the junior subordinated debentures or any of the trust preferred securities.

        The prohibitions in the first three bullet point above do not apply to:

•

dividends or distributions in capital stock of Silicon Valley Bancshares, which includes common and preferred stock;



•

any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to such plan;

47

•

payments under the guarantee agreement; and



•

purchases of common stock related to the issuance of common stock or rights under any of Silicon Valley Bancshares' benefit plans for its directors, officers, employees or consultants.

        Prior to the termination of any extension period, Silicon Valley Bancshares may further extend the extension period, so long as the extension does not cause the extension period to exceed 20 consecutive quarters or extend beyond the stated maturity. Upon the termination of any extension period and the payment of all amounts then due on any interest payment date, Silicon Valley Bancshares may elect to begin a new extension period subject to the above requirements. No interest will be due and payable during an extension period, except at the end of the period. Silicon Valley Bancshares must give the property trustee, the administrative trustees and the indenture trustee notice of its election of any extension period, or an extension of such period, at least one business day prior to the earliest of:

•

the date the distributions on the trust preferred securities would have been payable but for the election to begin or extend such extension period;



•

the date the administrative trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or any applicable stock exchange or automated quotation system on which the trust preferred securities are then listed or quoted or to the holders of the trust preferred securities of the record date; or



•

the date the distributions are payable;

but, in any event, not less than one business day prior to the record date. The indenture trustee will give notice of Silicon Valley Bancshares' election to begin or extend a new extension period to the holders of the trust preferred securities. Subject to the restrictions described above, the indenture does not limit the number of times that Silicon Valley Bancshares may elect to begin an extension period.

        Distributions on the trust preferred securities will be deferred by SVB Capital II during any extension period. See "Description of the Trust Preferred Securities—Distributions." For a description of certain federal income tax consequences and special considerations applicable to the junior subordinated debentures during the extension period, see "Certain Federal Income Tax Consequences."

Additional Sums

        If SVB Capital II is required to pay any additional taxes, duties or other governmental charges as a result of a tax event, Silicon Valley Bancshares will pay as additional amounts on the junior subordinated debentures such amounts as may be required so that the distributions payable by SVB Capital II will not be reduced as a result of any such additional taxes, duties or other governmental charges. For purposes of this prospectus, these amounts are called "additional sums."

Redemption

        Subject to Silicon Valley Bancshares having received prior approval of the Federal Reserve, if required under applicable capital guidelines or policies of the Federal Reserve, Silicon Valley Bancshares, at its option, may redeem the junior subordinated debentures prior to maturity:

•

on or after                        , 2008, in whole or in part; or



•

at any time, whether occurring before, on or after                        , 2008, in whole, but not in part, within 90 days following a tax event, a capital treatment event or an investment company event;

in each case at a redemption price equal to the accrued and unpaid interest on the junior subordinated debentures so redeemed to the date fixed for redemption, plus 100% of the principal amount of the junior subordinated debentures so redeemed.

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        Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of junior subordinated debentures to be redeemed at such holder's registered address. Unless Silicon Valley Bancshares defaults in payment of the redemption price, on and after the redemption date interest ceases to accrue on such junior subordinated debentures or portions thereof called for redemption.

        The junior subordinated debentures will not be subject to any sinking fund.

Restrictions on Certain Payments

        If at any time:

•

there has occurred any event of which Silicon Valley Bancshares has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an event of default with respect to the junior subordinated debentures and (b) in respect of which Silicon Valley Bancshares has not taken reasonable steps to cure; or



•

Silicon Valley Bancshares has given notice of its election of an extension period as provided in the indenture with respect to the junior subordinated debentures and has not rescinded such notice, or such extension period, or any extension thereof, is continuing; or



•

while the junior subordinated debentures are held by SVB Capital II, Silicon Valley Bancshares is in default with respect to its payment of any obligation under the guarantee agreement;

then Silicon Valley Bancshares will not:

•

declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of Silicon Valley Bancshares' capital stock, which includes common and preferred stock;



•

make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of Silicon Valley Bancshares, including other junior subordinated debentures, that rank on parity with or junior in interest to the junior subordinated debentures;



•

make any guarantee payments with respect to any guarantee by Silicon Valley Bancshares of the debt securities of any subsidiary of Silicon Valley Bancshares if such guarantee ranks on parity with or junior in interest to the junior subordinated debentures; or



•

redeem, purchase or acquire less than all of the junior subordinated debentures or trust preferred securities.

        The prohibitions in the first three bullet points above do not apply to:

•

dividends or distributions in capital stock of Silicon Valley Bancshares, which includes common and preferred stock;



•

any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to such plan;



•

payments under the guarantee agreement; and



•

purchases of common stock related to the issuance of common stock or rights under any of Silicon Valley Bancshares' benefit plans for its directors, officers, employees or consultants.

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Debenture Events of Default

        The indenture provides that any one or more of the following events constitutes an event of default with respect to the junior subordinated debentures:

•

failure for 30 days to pay any interest on the junior subordinated debentures when due, including any additional sums in respect of the junior subordinated debentures, subject to the deferral of any due date in the case of an extension period;



•

failure to pay any principal of or premium, if any, on the junior subordinated debentures when due whether at maturity, upon redemption by declaration or otherwise;



•

default in the performance or breach, in any material respect, of any covenant contained in the indenture, other than a default or breach of a covenant or warranty which is addressed in the first and second bullet points above, for 90 days after written notice to Silicon Valley Bancshares from the indenture trustee or to Silicon Valley Bancshares and the indenture trustee by the holders of at least 25% in aggregate outstanding principal amount of the junior subordinated debentures; or



•

certain events in bankruptcy, insolvency or reorganization of Silicon Valley Bancshares.

        The holders of not less than a majority in aggregate outstanding principal amount of the junior subordinated debentures have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee. The indenture trustee or the holders of not less than 25% in aggregate outstanding principal amount of the junior subordinated debentures may declare the principal due and payable immediately if an event of default occurs and is continuing with respect to the junior subordinated debentures, other than an event of default with respect to certain events of bankruptcy, insolvency or reorganization for which acceleration is automatic. If the indenture trustee or such holders of such junior subordinated debentures fail to make such declaration, the holders of at least 25% in aggregate liquidation amount of the trust preferred securities will have that right. The holders of a majority in aggregate outstanding principal amount of the junior subordinated debentures may annul that declaration and waive the default if the default, other than the non-payment of the principal of the junior subordinated debentures which has become due solely by such acceleration, has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the indenture trustee. If the holders of the junior subordinated debentures fail to annul that declaration and waive such default, the holders of a majority in aggregate liquidation amount of the trust preferred securities will have that right.

        If an event of default with respect to the junior subordinated debentures with respect to certain events in bankruptcy, insolvency or reorganization occurs, the junior subordinated debentures will automatically, and without any declaration or other action on the part of the indenture trustee or the holders of the junior subordinated debentures, become immediately due and payable. In such event, payment of principal and interest on the junior subordinated debentures will also remain subordinated to the extent provided in the indenture.

        The holders of a majority in aggregate outstanding principal amount of junior subordinated debentures affected thereby may, on behalf of the holders of all the junior subordinated debentures, waive any past default, except:

•

a default in the payment of principal or interest, unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the indenture trustee; or



•

a default in respect of a covenant or provision which under the indenture cannot be modified or amended without the consent of the holder of each outstanding junior subordinated debenture.

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        Silicon Valley Bancshares is required to file annually with the indenture trustee a certificate as to whether or not Silicon Valley Bancshares is in compliance with all the conditions and covenants applicable to it under the indenture.

Subordination

        In the indenture, Silicon Valley Bancshares has covenanted and agreed that any junior subordinated debentures issued under the indenture will be subordinate and junior in right of payment to all senior debt to the extent provided in the indenture. Upon any payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding of Silicon Valley Bancshares, the holders of senior debt will first be entitled to receive payment in full in cash, or other payment satisfactory to the holders of senior debt, of all amounts due and owing or to become due, on such senior debt before the holders of junior subordinated debentures will be entitled to receive or retain any payment in respect of the junior subordinated debentures.

        If the maturity of any junior subordinated debentures is accelerated, the holders of all senior debt outstanding at the time of such acceleration will first be entitled to receive payment in full of all amounts due on the senior debt, including any amounts due upon acceleration, before the holders of junior subordinated debentures will be entitled to receive or retain any payment in respect of the junior subordinated debentures.

        No payments on account of principal or interest, if any, in respect of the junior subordinated debentures may be made if a default, beyond any applicable grace period, has occurred and is continuing in any payment with respect to senior debt or an event of default with respect to any senior debt occurs and is continuing that permits the holders of the senior debt to accelerate the maturity thereof.

        As a result of these subordination provisions, in the event of our bankruptcy or reorganization, holders of senior debt may receive more, ratably, and holders of the junior subordinated debentures may receive less, ratably, than our other creditors.

        For purposes of this prospectus "debt" means with respect to any person, whether recourse is to all or a portion of the assets of such person and whether or not contingent:

•

every obligation of that person for money borrowed;



•

every obligation of that person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;



•

every reimbursement obligation of that person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of that person;



•

every obligation of that person issued or assumed as the deferred purchase price of property or services, but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business;



•

every capital lease obligation of that person;



•

all indebtedness of that person whether incurred on or prior to the date of the indenture or thereafter incurred, for claims in respect of derivative products including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; and



•

every obligation of the type referred to in the bullet points above of another person and all dividends of another person the payment of which, in either case, such person has guaranteed or is responsible or liable, directly or indirectly, as obligor or otherwise.

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        "Senior debt" means the principal of and premium, if any, and interest, if any, including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Silicon Valley Bancshares whether or not such claim for post-petition interest is allowed in such proceeding, on debt of Silicon Valley Bancshares, whether incurred on or prior to the date of the indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the junior subordinated debentures or to other debt which is on parity with, or subordinated to, the junior subordinated debentures. Senior debt does not include:

•

any debt of Silicon Valley Bancshares which when incurred and without respect to any election under section 1111(b) of the United States Bankruptcy Code of 1978, as amended, was without recourse to Silicon Valley Bancshares;



•

any debt of Silicon Valley Bancshares to any of its subsidiaries;



•

debt to any employee of Silicon Valley Bancshares;



•

any other debt securities issued pursuant to the indenture; and



•

any debt outstanding under our 8.25% Junior Subordinated Deferrable Interest Debentures.

Senior debt includes Silicon Valley Bancshares' Zero Coupon Convertible Subordinated Notes due June 15, 2008.

        The indenture places no limitation on the amount of additional senior debt that may be incurred by Silicon Valley Bancshares. Silicon Valley Bancshares expects from time to time to incur additional indebtedness constituting senior debt.

Denominations, Registration and Transfer

        The junior subordinated debentures will be represented by global certificates registered in the name of the depositary, which will initially be The Depository Trust Company, or its nominee. Beneficial interests in the junior subordinated debentures will be shown on, and transfers thereof will be effected only through, records maintained by the depositary. Except as described below, junior subordinated debentures in certificated form will not be issued in exchange for the global certificates. See "Book-Entry Issuance."

        Unless and until a global subordinated debenture is exchanged in whole or in part for the individual junior subordinated debentures it represents, it may not be transferred except as a whole by the depositary for such global subordinated debenture to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by the depositary or any nominee to a successor depositary or any nominee of such successor.

        A global security will be exchangeable for junior subordinated debentures registered in the names of persons other than the depositary or its nominee only if:

•

the depositary notifies Silicon Valley Bancshares that it is unwilling or unable to continue as a depositary for such global security, or if at any time the depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the depositary is required to be so registered to act as such depositary, and in each case no successor depositary has been appointed within 90 days;



•

there shall have occurred and be continuing an event of default with respect to the junior subordinated debentures; or



•

Silicon Valley Bancshares in its sole discretion determines that such global security is so exchangeable.

Any global security that is exchangeable pursuant to the preceding sentence will be exchangeable for definitive certificates registered in such names as the depositary directs. Silicon Valley Bancshares expects

52

that such instructions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in such global security. If junior subordinated debentures are issued in definitive form, they will be in denominations of $25 and integral multiples thereof and may be transferred or exchanged at the offices described below.

        If junior subordinated debentures are issued in certificated form, principal and interest will be payable, the transfer of the junior subordinated debentures will be registrable, and junior subordinated debentures will be exchangeable for junior subordinated debentures of other denominations of a like aggregate principal amount, at the corporate office of the indenture trustee, or at the offices of any paying agent or transfer agent appointed by Silicon Valley Bancshares.

        Silicon Valley Bancshares will appoint the indenture trustee as securities registrar under the indenture. Junior subordinated debentures may be presented for exchange as provided above, and may be presented for registration of transfer, with the form of transfer endorsed thereon, or a satisfactory written instrument of transfer, duly executed, at the office of the securities registrar. Silicon Valley Bancshares may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, provided that Silicon Valley Bancshares maintains a transfer agent in the place of payment. Silicon Valley Bancshares may at any time designate additional transfer agents with respect to the junior subordinated debentures.

        In the event of any redemption, neither Silicon Valley Bancshares nor the indenture trustee will be required to:

•

issue, register the transfer of or exchange junior subordinated debentures during a period beginning at the opening of business 15 days before the day of selection for redemption of junior subordinated debentures and ending at the close of business on the day of mailing of the relevant notice of redemption; or



•

transfer or exchange any junior subordinated debentures so selected for redemption, except, in the case of any junior subordinated debentures being redeemed in part, any portion thereof not to be redeemed.

Global Subordinated Debentures

        Upon the issuance of the global subordinated debenture, and the deposit of such global subordinated debenture with or on behalf of the depositary, the depositary for such global subordinated debenture or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual junior subordinated debentures represented by such global subordinated debenture to the accounts of persons that have accounts with such depositary, which are called participants. Ownership of beneficial interests in a global subordinated debenture will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global subordinated debenture will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee, with respect to interests of participants, and the records of participants, with respect to interests of persons who hold through participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. The limits and laws described above may impair the ability to transfer beneficial interests in a global subordinated debenture.

        So long as the depositary for a global subordinated debenture, or its nominee, is the registered owner of such global subordinated debenture, such depositary or such nominee, as the case may be, will be considered the sole owner or holder of the junior subordinated debentures represented by such global subordinated debenture for all purposes under the indenture governing such junior subordinated debentures. Except as provided below, owners of beneficial interests in a global subordinated debenture will not be entitled to have any of the individual junior subordinated debentures represented by such global

53

subordinated debenture registered in their names, will not receive or be entitled to receive physical delivery of any such junior subordinated debentures in definitive form and will not be considered the owners or holders thereof under the indenture.

        Payments of principal of and interest on individual junior subordinated debentures represented by a global subordinated debenture registered in the name of the depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the global subordinated debenture representing such junior subordinated debentures. None of Silicon Valley Bancshares, the indenture trustee, any paying agent, or the securities registrar for such junior subordinated debentures will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of the global subordinated debenture representing such junior subordinated debentures or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        Silicon Valley Bancshares expects that the depositary or its nominee, upon receipt of any payment of principal or interest in respect of a permanent global subordinated debenture representing the junior subordinated debentures, immediately will credit participants' accounts with payments in amounts proportionate to their respective beneficial interest in the principal amount of the global subordinated debenture as shown on the records of such depositary or its nominee. Silicon Valley Bancshares also expects that payments by participants to owners of beneficial interests in such global subordinated debenture held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name." Such payments will be the responsibility of such participants.

Payment and Paying Agents

        Payment of principal of and any interest on the junior subordinated debentures will be made at the office of the indenture trustee, except that at the option of Silicon Valley Bancshares payment of any interest may be made:

•

except in the case of global junior subordinated debentures, by check mailed to the address of the person entitled thereto as such address shall appear in the securities register; or



•

by transfer to an account maintained by the person entitled thereto as specified in the securities register, provided that proper transfer instructions have been received by the regular record date.

        Payment of any interest on junior subordinated debentures will be made to the person in whose name such junior subordinated debenture is registered at the close of business on the regular record date for such interest. Silicon Valley Bancshares may at any time designate additional paying agents or rescind the designation of any paying agent. However, Silicon Valley Bancshares will at all times be required to maintain a paying agent in each place of payment for the junior subordinated debentures. Any moneys deposited with the indenture trustee or any paying agent, or then held by Silicon Valley Bancshares in trust, for the payment of the principal of or interest on the junior subordinated debentures and remaining unclaimed for two years after such principal or interest has become due and payable will, at the request of Silicon Valley Bancshares, be repaid to Silicon Valley Bancshares and the holder of such junior subordinated debenture may thereafter look, as a general unsecured creditor, only to Silicon Valley Bancshares for payment thereof.

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Modification of Indenture

        From time to time Silicon Valley Bancshares and the indenture trustee may, without the consent of the holders of the junior subordinated debentures, amend, waive or supplement the indenture for specified purposes, including, among other things:

•

curing ambiguities, defects or inconsistencies, if any such action does not adversely affect the interests of the holders of the outstanding junior subordinated debentures or the outstanding trust preferred securities in any material respect;



•

qualifying, or maintaining the qualification of, the indenture under the Trust Indenture Act; or



•

entering into any supplemental indenture for the purpose of creating any new series of junior subordinated debentures.

        The indenture permits Silicon Valley Bancshares and the indenture trustee, with the consent of the holders of not less than a majority in principal amount of the outstanding junior subordinated debentures, to modify the indenture in a manner affecting the rights of the holders of the junior subordinated debentures. However, no such modification may, without the consent of the holder of each outstanding junior subordinated debenture, except to the extent permitted in connection with the deferral of interest payment dates during an extension period, or the shortening of the stated maturity to a date not earlier than the first date Silicon Valley Bancshares has a right to redeem the junior subordinated debentures:

•

change the stated maturity of the junior subordinated debentures, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon;



•

reduce the percentage of principal amount of junior subordinated debentures, the holders of which are required to consent to any such modification of the indenture; or



•

modify the provisions of the indenture with respect to the subordination of the junior subordinated debentures in a manner adverse to the holders thereof.

        Further, so long as any of the trust preferred securities remain outstanding,

•

no modification of the indenture may be made that adversely affects the holders of such trust preferred securities in any material respect;



•

no termination of the indenture may occur; and



•

no waiver of any event of default with respect to the junior subordinated debentures or compliance with any covenant under the indenture may be effective;

without the prior consent of the holders of at least a majority of the aggregate liquidation amount of the outstanding trust preferred securities unless and until the principal of the junior subordinated debentures and all accrued and unpaid interest thereon have been paid in full and certain other conditions are satisfied. Where a consent under the indenture would require the consent of each holder of junior subordinated debentures, the property trustee may not give its consent without the prior consent of each holder of trust preferred securities.

Enforcement of Certain Rights by Holders of Trust Preferred Securities

        If an event of default with respect to the junior subordinated debentures has occurred and is continuing and arises from the failure of Silicon Valley Bancshares to pay interest or principal on the junior subordinated debentures on the date such interest or principal is otherwise payable, you may institute a legal proceeding directly against Silicon Valley Bancshares for enforcement of payment to you of the principal of or interest on such junior subordinated debentures having a principal amount equal to the aggregate liquidation amount of your trust preferred securities. We refer to this proceeding in this prospectus as a "direct action." Silicon Valley Bancshares may not amend the indenture to remove the

55

right to bring a direct action without the prior written consent of the holders of all of the trust preferred securities outstanding. If the right to bring a direct action is removed, SVB Capital II may become subject to the reporting obligations under the Exchange Act. Silicon Valley Bancshares will have the right under the indenture to set-off any payment made to a holder of trust preferred securities by Silicon Valley Bancshares in connection with a direct action.

        You will not be able to exercise directly any remedies other than those set forth in the preceding paragraph available to the holders of the junior subordinated debentures unless an event of default has occurred and is continuing under the trust agreement. See "Description of the Trust Preferred Securities—Events of Default; Notice."

Consolidation, Merger, Sale of Assets and Other Transactions

        The indenture provides that Silicon Valley Bancshares shall not consolidate with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless:

•

in case Silicon Valley Bancshares consolidates with or merges into another person or conveys, transfers or leases its properties and assets substantially as an entirety to any person, the successor person is organized under the laws of the United States or any state or the District of Columbia, and the successor person expressly assumes Silicon Valley Bancshares' obligations on the junior subordinated debentures issued under the indenture;



•

immediately after giving effect thereto, no event of default with respect to the junior subordinated debentures, and no event which, after notice or lapse of time or both, would become an event of default with respect to the junior subordinated debentures, shall have occurred and be continuing; and



•

certain other conditions set forth in the indenture are met.

        The general provisions of the indenture do not afford holders of the junior subordinated debentures protection in the event of a highly leveraged or other transaction involving Silicon Valley Bancshares that may adversely affect holders of the junior subordinated debentures.

Satisfaction and Discharge

        The indenture provides that when, among other things, all junior subordinated debentures not previously delivered to the indenture trustee for cancellation have become due and payable, will become due and payable at their stated maturity within one year, or are called for redemption within one year and Silicon Valley Bancshares deposits or causes to be deposited with the indenture trustee trust funds, in trust, for the purpose and in an amount in the currency or currencies in which the junior subordinated debentures are payable sufficient to pay and discharge the entire indebtedness on the junior subordinated debentures not previously delivered to the indenture trustee for cancellation, for the principal and interest to the date of the deposit or to the stated maturity or redemption date, as the case may be, then the indenture will cease to be of further effect, except as to Silicon Valley Bancshares' obligations to pay all other sums due pursuant to the indenture and to provide the officers' certificates and opinions of counsel described therein, and Silicon Valley Bancshares will be deemed to have satisfied and discharged the indenture.

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Covenants of Silicon Valley Bancshares

        Silicon Valley Bancshares will covenant in the indenture, as to the junior subordinated debentures, that so long as no event of default with respect to the junior consolidated debenture has occurred and is continuing, if and so long as:

•

SVB Capital II is the holder of all such junior subordinated debentures;



•

a tax event in respect of SVB Capital II has occurred and is continuing; and



•

Silicon Valley Bancshares has not redeemed the junior subordinated debentures or dissolved SVB Capital II;

        Silicon Valley Bancshares will pay to SVB Capital II any applicable additional sums on the trust securities.

        Silicon Valley Bancshares will also covenant in the indenture:

•

to maintain, directly or indirectly, 100% ownership of the common securities of SVB Capital II, provided that certain successors which are permitted pursuant to the indenture may succeed to Silicon Valley Bancshares' ownership of the common securities;



•

not to voluntarily terminate, wind-up or liquidate SVB Capital II, except upon prior approval of the federal regulators of Silicon Valley Bancshares if then so required under applicable capital guidelines or policies of such regulators, and except (a) in connection with a distribution of junior subordinated debentures to the holders of the trust preferred securities in liquidation of SVB Capital II or (b) in connection with certain mergers, consolidations, or amalgamations permitted by the trust agreement; and



•

to use its reasonable efforts, consistent with the terms and provisions of the trust agreement, to cause SVB Capital II to remain classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes.

Governing Law

        The indenture and the junior subordinated debentures will be governed by and construed in accordance with the laws of the State of California, except that the immunities and standard of care of the indenture trustee will be governed by Delaware law.

Information Concerning the Indenture Trustee

        The indenture trustee will have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act. Subject to such provisions, the indenture trustee is under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of junior subordinated debentures, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred thereby. The indenture trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the indenture trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.

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BOOK-ENTRY ISSUANCE

        The Depository Trust Company, which we refer to as DTC, will act as securities depositary for all of the trust preferred securities and the junior subordinated debentures. The trust preferred securities and the junior subordinated debentures will be issued only as fully-registered securities registered in the name of Cede & Co., DTC's nominee. One or more fully-registered global certificates will be issued for the trust preferred securities and the junior subordinated debentures and will be deposited with DTC.

        You may elect to hold interests in the trust preferred securities or the junior subordinated debentures represented by the registered global securities held by DTC through Clearstream Banking, société anonyme, which we refer to as Clearstream, or Euroclear Bank S.A./N.V., as operator of the Euroclear System, which we refer to as the Euroclear operator, if they are participants in those systems, or indirectly through organizations which are participants in those systems. Clearstream and the Euroclear operator will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and the Euroclear operator's names on the books of their respective depositaries, which in turn will hold interests in the registered global securities in customers' securities accounts in the depositaries' names on the books of DTC. Citibank, N.A. will act as depositary for Clearstream, and JPMorgan Chase Bank will act as depositary for the Euroclear operator. We refer to each of Citibank, N.A. and JPMorgan Chase Bank, acting in this depositary capacity, as the "U. S. depositary" for the relevant clearing system.

        Title to book-entry interests in the trust preferred securities or the junior subordinated debentures will pass by book-entry registration of the transfer within the records of Clearstream, the Euroclear operator or DTC, as the case may be, in accordance with their respective procedures. Book-entry interests in the trust preferred securities or the junior subordinated debentures may be transferred within Clearstream and within the Euroclear System, and between Clearstream and the Euroclear System, in accordance with procedures established for these purposes by Clearstream and the Euroclear operator. Book-entry interests in the trust preferred securities or the junior subordinated debentures may be transferred within DTC in accordance with procedures established for this purpose by DTC. Transfers of book-entry interests in the trust preferred securities or the junior subordinated debentures among Clearstream and the Euroclear operator and DTC may be effected in accordance with procedures established for this purpose by Clearstream, the Euroclear operator and DTC.

        Each actual purchaser of the trust preferred securities, who we refer to as a beneficial owner, must rely on the procedures of DTC, Clearstream and the Euroclear operator, as the case may be, and the participant through which such person owns its interest to exercise its rights as a holder of the trust preferred securities or the junior subordinated debentures.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;



•

a member of the Federal Reserve System;



•

a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and



•

a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.

        DTC was created to hold securities of institutions that have accounts with it, which institutions are called "participants," and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, which may include the underwriter, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies, which are collectively called the "indirect participants," that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.

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        Purchases of trust preferred securities or junior subordinated debentures within the depositary system must be made by or through direct participants, which will receive a credit for the trust preferred securities or junior subordinated debentures on DTC's records. The ownership interest of each actual purchaser, who we refer to as a beneficial owner, of each trust preferred security and each junior subordinated debenture is in turn to be recorded on the direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which the beneficial owners purchased trust preferred securities or junior subordinated debentures. Transfers of ownership interests in the trust preferred securities or junior subordinated debentures are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in trust preferred securities or junior subordinated debentures, except in the event that use of the book-entry system for the junior subordinated debentures is discontinued.

        DTC has no knowledge of the actual beneficial owners of the trust preferred securities or junior subordinated debentures. DTC's records reflect only the identity of the direct participants to whose accounts such trust preferred securities or junior subordinated debentures are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners and the voting rights of direct participants, indirect participants and beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        Redemption notices will be sent to Cede & Co. as the registered holder of the trust preferred securities or junior subordinated debentures. If less than all of the trust preferred securities or the junior subordinated debentures are being redeemed, DTC will determine by lot or pro rata the amount of the trust preferred securities of each direct participant to be redeemed.

        Although voting with respect to the trust preferred securities or the junior subordinated debentures is limited to the holders of record of the trust preferred securities or junior subordinated debentures, as applicable, in those instances in which a vote is required, neither DTC nor Cede & Co. will itself consent or vote with respect to trust preferred securities or junior subordinated debentures. Under its usual procedures, DTC would mail an omnibus proxy to the relevant trustee as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts such trust preferred securities or junior subordinated debentures are credited on the record date, identified in a listing attached to the omnibus proxy.

        Distribution payments on the trust preferred securities or the junior subordinated debentures will be made by the relevant trustee to DTC. DTC's practice is to credit direct participants' accounts on the relevant payment date in accordance with their respective holdings shown on DTC's records unless the depositary has reason to believe that it will not receive payments on such payment date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices and will be the responsibility of such participant and not of DTC, the relevant trustee, SVB Capital II or Silicon Valley Bancshares, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions to DTC is the responsibility of the relevant trustee, disbursement of such payments to direct participants is the responsibility of DTC, and disbursements of such payments to the beneficial owners is the responsibility of direct and indirect participants.

        DTC may discontinue providing its services as securities depositary with respect to any of the trust preferred securities or the junior subordinated debentures at any time by giving reasonable notice to the

59

relevant trustee and Silicon Valley Bancshares. If a successor securities depositary is not obtained, definitive trust preferred securities or junior subordinated debenture certificates representing such trust preferred securities or junior subordinated debentures are required to be printed and delivered. Silicon Valley Bancshares, at its option, may decide to discontinue use of the system of book-entry transfers through DTC, or a successor depositary. In either event, definitive certificates for such trust preferred securities or junior subordinated debentures will be printed and delivered.

        The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that SVB Capital II and Silicon Valley Bancshares believe to be accurate, but SVB Capital II and Silicon Valley Bancshares assume no responsibility for the accuracy thereof. Neither SVB Capital II nor Silicon Valley Bancshares has any responsibility for the performance by DTC or its participants of their respective obligations as described in this prospectus or under the rules and procedures governing their respective operations.

        Global Clearance and Settlement Procedures.    Initial settlement for the trust preferred securities will be made in immediately available funds. Secondary market trading between DTC's participants will occur in the ordinary way in accordance with DTC's rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System. Secondary market trading between the customers for whom Clearstream holds securities, who we refer to as Clearstream customers, and/or participants for whom Euroclear System holds securities, who we refer to as Euroclear participants, will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and the Euroclear System and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.

        Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected through DTC in accordance with DTC's rules on behalf of the relevant European international clearing system by its U. S. depositary; however, these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in the clearing system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U. S. depositary to take action to effect final settlement on its behalf by delivering interests in the securities to or receiving interests in the securities from DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

        Because of time-zone differences, credits of interests in the securities received in Clearstream or the Euroclear System as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Credits of interests or any transactions involving interests in the securities received in Clearstream or the Euroclear System as a result of a transaction with a DTC participant and settled during subsequent securities settlement processing will be reported to the relevant Clearstream customers or Euroclear participants on the business day following the DTC settlement date. Cash received in Clearstream or the Euroclear System as a result of sales of interests in the securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

        Although DTC, Clearstream and the Euroclear operator have agreed to the foregoing procedures in order to facilitate transfers of interests in the securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform the foregoing procedures and these procedures may be changed or discontinued at any time.

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        Clearstream.    Clearstream has advised us that it is incorporated under the laws of Luxembourg as a bank. Clearstream holds securities for its customers, and facilitates the clearance and settlement of securities transactions between Clearstream customers through electronic book-entry transfers between their accounts, thereby eliminating the need for physical movement of securities. Clearstream provides to Clearstream customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in over 30 countries through established depositary and custodial relationships. As a bank, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream customers are world-wide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream's U. S. customers are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream customer. Clearstream has established an electronic bridge with the Euroclear operator to facilitate settlement of trades between Clearstream and the Euroclear operator.

        Distributions with respect to the securities held through Clearstream will be credited to cash accounts of Clearstream customers in accordance with its rules and procedures, to the extent received by the U. S. depositary for Clearstream.

        Euroclear.    The Euroclear operator has advised us that the Euroclear System was created in 1968 to hold securities for its participants, and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. The Euroclear System is owned by Euroclear Clearance System Public Limited Company and operated through a license agreement by the Euroclear operator, a bank incorporated under the laws of the Kingdom of Belgium. The Euroclear operator is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium.

        The Euroclear operator holds securities and book-entry interests in securities for participating organizations and facilitates the clearance and settlement of securities transactions between Euroclear participants and between Euroclear participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries.

        The Euroclear operator provides Euroclear participants with, among other things, safekeeping, administration, clearance and settlement, securities lending and borrowing and related services.

        Non-participants of Euroclear may acquire, hold and transfer book-entry interests in securities through accounts with a direct participant of Euroclear or any other securities intermediary that holds a book-entry interest in the securities through one or more securities intermediaries standing between such other securities intermediary and the Euroclear operator.

        Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, collectively, which we refer to as the terms and conditions. The terms and conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants. Distributions with respect to the securities held beneficially through the Euroclear System will be credited to the cash accounts of Euroclear participants in accordance with the terms and conditions, to the extent received by the U. S. depositary for the Euroclear operator.

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        Although the Euroclear operator has agreed to the procedures provided below in order to facilitate transfers of securities among Euroclear participants and between Euroclear participants and participants of other intermediaries, it is under no obligation to perform or continue to perform in accordance with such procedures, and such procedures may be modified or discontinued at any time.

        If you elect to acquire securities through an account with the Euroclear operator or some other securities intermediary, you must follow the settlement procedures of such an intermediary with respect to the settlement of new issues of securities. If you elect to acquire, hold or transfer securities through an account with the Euroclear operator or some other securities intermediary, you must follow the settlement procedures of such an intermediary with respect to the settlement of secondary market transactions of such securities.

        If you are an Euroclear participant, you may acquire, hold or transfer interests in securities by book-entry to accounts with the Euroclear operator. If you are not an Euroclear participant, you may acquire, hold or transfer interests in securities by book-entry to accounts with a securities intermediary who holds a book-entry interest in these securities through accounts with Euroclear.

        The Euroclear operator further advises that if you acquire, hold and transfer interests in securities by book-entry through accounts with the Euroclear operator or any other securities intermediary, you are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between their intermediary and each other intermediary, if any, standing between themselves and the securities.

        The Euroclear operator further advises that, under Belgian law, if you are credited with securities on the records of the Euroclear operator, you have a co-property right in the fungible pool of interests in securities on deposit with the Euroclear operator in an amount equal to the amount of interests in securities credited to their accounts. In the event of the insolvency of the Euroclear operator, Euroclear participants would have a right under Belgian law to the return of the amount and type of interests in securities credited to their accounts with the Euroclear operator. If the Euroclear operator does not have a sufficient amount of interests in securities on deposit of a particular type to cover the claims of all participants credited with interests in securities of that type on the Euroclear operator's records, all participants having an amount of interests in securities of that type credited to their accounts with the Euroclear operator will have the right under Belgian law to the return of their pro rata share of the amount of interests in securities actually on deposit.

        Under Belgian law, the Euroclear operator is required to pass on the benefits of ownership in any interests in securities on deposit with it (such as dividends, voting rights and other entitlements) to any person credited with those interests in securities on its records.

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DESCRIPTION OF GUARANTEE AGREEMENT

        Silicon Valley Bancshares will enter into the guarantee agreement concurrently with the issuance of the trust preferred securities for the benefit of the holders of the trust preferred securities. Wilmington Trust Company will act as guarantee trustee under the guarantee agreement for the purposes of compliance with the Trust Indenture Act, and the guarantee will be qualified as an indenture under the Trust Indenture Act. The guarantee trustee will hold the guarantee for the benefit of the holders of the trust preferred securities.

        Because this is a summary of some provisions of the guarantee agreement, it may not contain all of the information that may be important to you. You should read the entire guarantee agreement, including the definitions in that agreement, and the Trust Indenture Act. Silicon Valley Bancshares and SVB Capital II filed the form of guarantee agreement as an exhibit to the registration statement of which this prospectus forms a part.

General

        Silicon Valley Bancshares will irrevocably and unconditionally agree to pay in full on a subordinated basis, to the extent set forth in this prospectus, the guarantee payments, as such term is defined below, to the holders of the trust preferred securities, as and when due, regardless of any defense, right of set-off or counterclaim that SVB Capital II may have or assert other than the defense of payment. The following payments, which we refer to as the "guarantee payments," with respect to the trust preferred securities, to the extent not paid or made by on behalf of SVB Capital II, will be subject to the guarantee agreement:

•

any accrued and unpaid distributions required to be paid on the trust preferred securities, to the extent that SVB Capital II has funds on hand available therefor at such time;



•

the redemption price with respect to any trust preferred securities called for redemption, to the extent that SVB Capital II has funds on hand available therefor at such time; and



•

upon a voluntary or involuntary dissolution, winding-up or liquidation of SVB Capital II, unless the junior subordinated debentures are distributed to holders of the trust preferred securities, the lesser of (a) the liquidation distribution and (b) the amount of assets of SVB Capital II remaining available for distribution to holders of trust preferred securities after satisfaction of liabilities to creditors of SVB Capital II as required by applicable law.

        Silicon Valley Bancshares may satisfy its obligation to make a guarantee payment by direct payment of the required amounts by Silicon Valley Bancshares to you or by causing SVB Capital II to pay those amounts to you.

        If Silicon Valley Bancshares does not make interest payments on the junior subordinated debentures held by SVB Capital II, SVB Capital II will not be able to pay distributions on the trust preferred securities and will not have funds legally available for that purpose. The guarantee agreement will rank subordinate and junior in right of payment to all senior debt of Silicon Valley Bancshares. See "—Status of the Guarantee Agreement" below. Because Silicon Valley Bancshares is a holding company, the right of Silicon Valley Bancshares to participate in any distribution of assets of any subsidiary upon the subsidiary's liquidation or reorganization or otherwise, is subject to the prior claims of creditors of that subsidiary, except to the extent Silicon Valley Bancshares may itself be recognized as a creditor of that subsidiary. Accordingly, Silicon Valley Bancshares' obligations under the guarantee agreement will be effectively subordinated to all existing and future liabilities of Silicon Valley Bancshares' subsidiaries, and claimants should look only to the assets of Silicon Valley Bancshares for payments under the guarantee agreement. The guarantee agreement does not limit the incurrence or issuance of other secured or unsecured debt of Silicon Valley Bancshares, including senior debt, whether under the indenture, any other indenture that Silicon Valley Bancshares may enter into in the future, or otherwise. Silicon Valley Bancshares expects from time to time to incur additional indebtedness, including indebtedness constituting senior debt.

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Status of the Guarantee Agreement

        The guarantee agreement will constitute an unsecured obligation of Silicon Valley Bancshares and will rank subordinate and junior in right of payment to all senior debt in the same manner as the junior subordinated debentures.

        The guarantee agreement will constitute a guarantee of payment and not of collection. For example, the guaranteed party may institute a legal proceeding directly against Silicon Valley Bancshares to enforce its rights under the guarantee agreement without first instituting a legal proceeding against any other person or entity. The guarantee trustee will hold the guarantee agreement for the benefit of the holders of the trust preferred securities. The guarantee agreement will not be discharged except by payment of the guarantee payments in full to the extent not paid by SVB Capital II or upon distribution to the holders of the trust preferred securities of the junior subordinated debentures.

Amendments and Assignment

        Except with respect to any changes which do not adversely affect the rights of holders of the trust preferred securities in any material respect, in which case no vote will be required, the guarantee agreement may not be amended without the prior approval of the holders of not less than a majority of the aggregate liquidation amount of such outstanding trust preferred securities. All guarantees and agreements contained in the guarantee agreement shall bind the successors, assigns, receivers, trustees and representatives of Silicon Valley Bancshares and shall inure to the benefit of the holders of the trust preferred securities then outstanding.

Events of Default

        An event of default under the guarantee agreement will occur upon the default of Silicon Valley Bancshares on any of its payment or other obligations under that agreement and, except with respect to a default in payment of any guarantee payments, Silicon Valley Bancshares received notice of default and has not cured such default within 90 days of the receipt of such notice. The holders of not less than a majority in aggregate liquidation amount of the trust preferred securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of the guarantee agreement or to direct the exercise of any trust or power conferred upon the guarantee trustee under the guarantee agreement. You may institute a legal proceeding directly against Silicon Valley Bancshares to enforce your rights under the guarantee agreement without first instituting a legal proceeding against SVB Capital II, the guarantee trustee or any other person or entity.

        Silicon Valley Bancshares, as guarantor, is required to file annually with the guarantee trustee a certificate as to whether or not Silicon Valley Bancshares is in compliance with all the conditions and covenants applicable to it under the guarantee agreement.

Information Concerning the Guarantee Trustee

        The guarantee trustee, other than during the occurrence and continuance of a default by Silicon Valley Bancshares in performance of the guarantee agreement, undertakes to perform only those duties as are specifically set forth in the guarantee agreement. After default with respect to the guarantee agreement, the guarantee trustee must exercise the same degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee is under no obligation to exercise any of the powers vested in it by the guarantee agreement at the request of any holder of the trust preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that might be incurred thereby.

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Termination of the Guarantee Agreement

        The guarantee agreement will terminate and be of no further force and effect upon the earliest of:

•

full payment of the redemption price of the trust preferred securities;



•

full payment of the amounts payable upon liquidation of SVB Capital II; or



•

distribution of junior subordinated debentures to the holders of the trust preferred securities.

        The guarantee agreement will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the trust preferred securities must restore payment of any sums paid under the trust preferred securities or the guarantee agreement.

Governing Law

        The guarantee agreement will be governed by and construed in accordance with the laws of the State of California.

EXPENSE AGREEMENT

        Pursuant to the expense agreement entered into by Silicon Valley Bancshares under the trust agreement, Silicon Valley Bancshares will irrevocably and unconditionally guarantee to each person or entity to whom SVB Capital II becomes indebted or liable, the full payment of any costs, expenses or liabilities of SVB Capital II, including, without limitation, expenses relating to the offering of the trust securities and any expenses the property trustee may incur relating to the enforcement of the rights of the holders of the trust preferred securities or the junior subordinated debentures pursuant to the trust agreement and the indenture, respectively, other than obligations of SVB Capital II to pay to the holders of the trust preferred securities or other similar interests in SVB Capital II of the amounts due such holders pursuant to the terms of the trust preferred securities or such other similar interests, as the case may be. The expense agreement may be enforced against Silicon Valley Bancshares by any person or entity to whom SVB Capital II is or becomes indebted or liable.

RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES,
THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE AGREEMENT

Full and Unconditional Guarantee

        Silicon Valley Bancshares will guarantee payments of distributions and other amounts due on the trust preferred securities, to the extent SVB Capital II has funds available for the payment of such distributions as and to the extent set forth under "Description of Guarantee Agreement." Taken together, Silicon Valley Bancshares' obligations under the junior subordinated debentures, the indenture, the trust agreement, the expense agreement and the guarantee agreement provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the trust preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes such guarantee. It is only the combined operation of those documents that has the effect of providing a full, irrevocable and unconditional guarantee of SVB Capital II's obligations under the trust preferred securities. If and to the extent that Silicon Valley Bancshares does not make payments on the junior subordinated debentures, SVB Capital II will not pay distributions or other amounts due on the trust preferred securities. The guarantee agreement does not cover payment of distributions when SVB Capital II does not have sufficient funds to pay those distributions. In that event, your remedy is to institute a legal proceeding directly against Silicon Valley Bancshares for enforcement of payment of your distributions. The obligations of Silicon Valley Bancshares under the guarantee agreement are subordinate and junior in right of payment to all senior debt.

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Sufficiency of Payments

        As long as payments of interest and other payments are made when due on the junior subordinated debentures, those payments will be sufficient to cover distributions and other payments due on the trust preferred securities, primarily because:

•

the aggregate principal amount of the junior subordinated debentures will be equal to the sum of the aggregate liquidation amount of the trust preferred securities and common securities;



•

the interest rate and interest and other payment dates on the junior subordinated debentures will match the distribution rate and distribution and other payment dates for the trust preferred securities;



•

Silicon Valley Bancshares will pay for all and any costs, expenses and liabilities of SVB Capital II except SVB Capital II's obligations to holders of trust preferred securities; and



•

the trust agreement provides that SVB Capital II will not engage in any activity that is not consistent with its limited purposes.

        Notwithstanding anything to the contrary in the indenture, Silicon Valley Bancshares has the right to set-off any payment it is otherwise required to make thereunder with and to the extent Silicon Valley Bancshares has theretofore made, or is concurrently on the date of such payment making, a payment under the guarantee agreement.

Enforcement Rights of Holders of the Trust Preferred Securities Under the Guarantee Agreement

        You may institute a legal proceeding directly against Silicon Valley Bancshares to enforce your rights under the guarantee agreement without first instituting a legal proceeding against the guarantee trustee, SVB Capital II or any other person or entity.

        A default or event of default under any senior debt would not constitute a default or event of default under the trust agreement. However, in the event of payment defaults under, or acceleration of, senior debt, the subordination provisions of the indenture provide that no payments may be made in respect of the junior subordinated debentures until such senior debt has been paid in full or any payment default under the senior debt has been cured or waived. Failure to make required payments on the junior subordinated debentures constitutes an event of default under the trust agreement.

Limited Purpose of SVB Capital II

        The trust preferred securities evidence a beneficial interest in SVB Capital II, and SVB Capital II exists for the sole purpose of issuing the trust securities and investing the proceeds of the issuance in junior subordinated debentures. A principal difference between the rights of a holder of the trust preferred securities and a holder of a junior subordinated debenture is that a holder of a junior subordinated debenture is entitled to receive from Silicon Valley Bancshares the principal amount of and interest accrued on junior subordinated debentures held, while a holder of the trust preferred securities is entitled to receive distributions from SVB Capital II, or from Silicon Valley Bancshares under the guarantee agreement, if and to the extent SVB Capital II has funds available for the payment of such distributions.

Rights Upon Dissolution

        Upon any voluntary or involuntary dissolution, winding-up or liquidation of SVB Capital II involving the liquidation of the junior subordinated debentures, the holders of trust preferred securities will be entitled to receive, out of assets held by SVB Capital II, the liquidation distribution in cash. See "Description of the Trust Preferred Securities—Liquidation Distribution Upon Dissolution." Upon any voluntary or involuntary liquidation or bankruptcy of Silicon Valley Bancshares, the property trustee, as holder of the junior subordinated debentures, would be a subordinated creditor of Silicon Valley

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Bancshares, subordinated in right of payment to all senior debt as set forth in the indenture, but entitled to receive payment in full of principal and interest, before any stockholders of Silicon Valley Bancshares receive payments or distributions. Since Silicon Valley Bancshares is the guarantor under the guarantee agreement and has agreed to pay for all costs, expenses and liabilities of SVB Capital II, other than SVB Capital II's obligations to the holders of its trust preferred securities, the positions of a holder of the trust preferred securities and a holder of junior subordinated debentures relative to the positions of other creditors and to stockholders of Silicon Valley Bancshares in the event of liquidation or bankruptcy of Silicon Valley Bancshares are expected to be substantially the same.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        In the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, tax counsel to Silicon Valley Bancshares, to whom we refer to in this prospectus as tax counsel, the following summary accurately describes the material United States federal income tax consequences that may be relevant to the purchase, ownership and disposition of the trust preferred securities. Unless otherwise stated, this summary deals only with trust preferred securities held as capital assets by United States persons, as defined below, who purchase the trust preferred securities upon original issuance at their original offering prices and references to "you" in this summary refer to such persons. As used in this prospectus, a "United States person" means a person that is:

•

a citizen or resident of the United States;



•

a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof;



•

an estate, the income of which is subject to United States federal income taxation regardless of its source;



•

a trust, if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more United States fiduciaries have the authority to control all substantial decisions of such trust; or



•

any other person whose income or gain in respect of trust preferred securities is effectively connected with the conduct of a United States trade or business.

        The tax treatment of holders may vary depending on their particular situation. This summary does not address all of the tax consequences that may be relevant to a particular holder or to holders of trust preferred securities who may be subject to special tax treatment, such as banks, real estate investment trusts, regulated investment companies, insurance companies, dealers in securities or currencies, or tax-exempt investors. In addition, this summary does not include any description of alternative minimum tax consequences or the tax laws of any state, local or foreign government that may be applicable to a holder of trust preferred securities. This summary is based on the Internal Revenue Code of 1986, as amended, which we refer to in this prospectus as the Internal Revenue Code, the Treasury regulations promulgated under the Internal Revenue Code and administrative and judicial interpretations of the Internal Revenue Code and Treasury regulations, as of the date of this prospectus, all of which are subject to change, possibly with retroactive effect.

        The following discussion does not discuss the tax consequences that may be relevant to persons that are not United States persons, which we refer to as "non-United States persons." Non-United States persons should consult their own tax advisors as to the specific United States federal income tax consequences of the purchase, ownership and disposition of trust preferred securities.

        The authorities on which this summary is based are subject to various interpretations, and the opinions of counsel are not binding on the Internal Revenue Service, or the courts, either of which could take a contrary position. Moreover, no rulings have been or will be sought from the Internal Revenue Service with respect to the transactions described herein. Accordingly, there can be no assurance that the Internal Revenue Service will not challenge the opinions expressed in this prospectus or that a court would not sustain such a challenge.

You should consult your own tax advisors with respect to the tax consequences to you of the purchase, ownership and disposition of the trust preferred securities, including the tax consequences under state, local, foreign, and other tax laws and the possible effects of changes in United States federal or other tax laws.

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Classification of SVB Capital II

        In connection with the issuance of the trust preferred securities, counsel is of the opinion that, under current law and assuming compliance with the terms of the trust agreement, and based on certain facts and assumptions contained in such opinion, SVB Capital II will be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes. As a result, you will be treated as owning an undivided beneficial interest in the junior subordinated debentures. Accordingly, you will be required to include in your gross income your pro rata share of the interest income, including original issue discount, that is paid or accrued on the junior subordinated debentures. See "Interest Income and Original Issue Discount" below.

Classification of the Junior Subordinated Debentures

        Counsel is of the opinion that the junior subordinated debentures will be classified for United States federal income tax purposes as indebtedness of Silicon Valley Bancshares under current law. By accepting a trust preferred security, you covenant to treat the junior subordinated debentures as indebtedness and the trust preferred securities as evidence of an indirect beneficial ownership interest in the junior subordinated debentures. No assurance can be given, however, that such position of Silicon Valley Bancshares will not be challenged by the Internal Revenue Service, or, if challenged, that such a challenge will not be successful. The remainder of this discussion assumes that the junior subordinated debentures will be classified for United States federal income tax purposes as indebtedness of Silicon Valley Bancshares.

Interest Income and Original Issue Discount

        Counsel has issued its opinion to Silicon Valley Bancshares that, except in the case of the occurrence of an extension period, stated interest on the junior subordinated debentures will generally be included in income by a holder of trust preferred securities at the time such interest is paid or accrued in accordance with the holder's regular method of tax accounting, but that, if Silicon Valley Bancshares exercises its right to defer payments of interest on the junior subordinated debentures during an extension period, you will commence reporting interest income with respect to the junior subordinated debentures under the original issue discount rules of the Internal Revenue Code.

        Accordingly, Silicon Valley Bancshares will take the position for tax reporting purposes that, under the applicable Treasury regulations, the junior subordinated debentures will not be considered to have been issued with "original issue discount," which we refer to as OID, within the meaning of Section 1273(a) of the Internal Revenue Code. If, however, Silicon Valley Bancshares exercises its right to defer payments of interest on the junior subordinated debentures, the junior subordinated debentures will become OID instruments at such time, and you will be required to accrue the stated interest on the junior subordinated debentures on a daily basis during the extension period, even though we will not pay such interest until the end of the extension period, and even though you may be using the cash method of tax accounting. Moreover, the junior subordinated debentures will thereafter be taxed as OID instruments for as long as they remain outstanding. Thus, even after the end of the extension period, you would be required to continue to include the stated interest on the junior subordinated debentures in income on a daily economic accrual basis, regardless of your method of tax accounting and in advance of receipt of the cash attributable to such interest income. Under the OID economic accrual rules, you would accrue an amount of interest income each year that approximates the stated interest payments called for under the junior subordinated debentures, and actual cash payments of interest on the junior subordinated debentures would not be reported separately as taxable income.

        The Treasury regulations described above have not been interpreted by any court decisions or addressed in any rulings or other pronouncements of the Internal Revenue Service, and it is possible that the Internal Revenue Service could take a position contrary to the conclusions set forth in this prospectus.

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If the Service asserted successfully that the stated interest on the junior subordinated debentures was OID regardless of whether Silicon Valley Bancshares exercises its right to defer payments of interest on the junior subordinated debentures, you will be required to include such stated interest in income on a daily economic accrual basis as described above.

        Since income on the trust preferred securities will constitute interest, corporate holders of preferred securities will not be entitled to a dividends-received deduction with respect to any interest income received.

Distribution of Junior Subordinated Debentures to Holders of Trust Preferred Securities

        Under current law, a distribution by SVB Capital II of the junior subordinated debentures as described under the caption "Description of the Trust Preferred Securities—Liquidation Distribution Upon Dissolution" will be non-taxable and will result in you receiving directly your pro rata share of the junior subordinated debentures previously held indirectly through SVB Capital II, with a holding period and aggregate tax basis equal to the holding period and aggregate tax basis you had in your trust preferred securities before such distribution. If, however, the liquidation of SVB Capital II were to occur because SVB Capital II is subject to United States federal income tax with respect to income accrued or received on the junior subordinated debentures as a result of a tax event or otherwise, the distribution of junior subordinated debentures to you by SVB Capital II could be a taxable event to SVB Capital II and to you, and you would recognize gain or loss as if you had exchanged your trust preferred securities for the junior subordinated debentures you received upon the liquidation of SVB Capital II. You would recognize interest income with respect to junior subordinated debentures received from SVB Capital II in the manner described above under "Interest Income and Original Issue Discount."

Sales or Redemption of Trust Preferred Securities

        Gain or loss will be recognized by you on a sale of trust preferred securities (including a redemption for cash) in an amount equal to the difference between the amount realized and your adjusted tax basis in the trust preferred securities sold or so redeemed. If Silicon Valley Bancshares does not exercise its right to defer payment of interest on the junior subordinated debentures, your "adjusted tax basis" in the trust preferred securities will generally equal your initial purchase price. If Silicon Valley Bancshares defers payment of interest, your adjusted tax basis will equal your initial purchase price increased by any OID previously included in your gross income to the date of disposition and decreased by payments received on the trust preferred securities after Silicon Valley Bancshares exercises its right to defer payment of interest and prior to the date of disposition. Gain or loss recognized by you on trust preferred securities held for more than one year will generally be taxable as long-term capital gain or loss.

        Amounts attributable to accrued interest with respect to your pro rata share of the junior subordinated debentures not previously included in income will be taxable as ordinary income, and, therefore, will not be includible in the amount realized upon the sale or redemption of the trust preferred securities.

Backup Withholding Tax And Information Reporting

        Interest paid, or, if applicable, OID accrued, if any, on the trust preferred securities held by United States persons, other than corporations and other holders of trust preferred securities who are exempt from "backup withholding," will be reported to the Internal Revenue Service. Backup withholding at a rate of 28% will apply to payments of interest to non-exempt United States persons unless the holder of trust preferred securities furnishes its taxpayer identification number in the manner prescribed in applicable Treasury regulations, certifies that such number is correct, certifies as to no loss of exemption from backup withholding and meets certain other conditions. Any amounts withheld from a holder under the backup withholding rules should generally be allowed as a credit against such holder's United States federal income tax liability if the required information is furnished to the Internal Revenue Service.

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Possible Tax Law Changes Affecting The Trust Preferred Securities

        Certain administrative and legislative proposals have contained proposed tax law changes that would, among other things, generally deny certain issuers a deduction for interest with respect to certain long-term debt obligations that are not shown as indebtedness on the issuer's applicable consolidated balance sheet. Although these proposed tax law changes have not been enacted into law, there can be no assurance that such tax law changes will not be implemented by future legislation, which may adversely affect the federal income tax deductibility of interest payable on the junior subordinated debentures and trigger a tax event and possibly a redemption of the trust preferred securities.

        The Internal Revenue Service may also challenge the deductibility of interest paid on the junior subordinated debentures, which, if such challenge was sustained, would trigger a tax event and possibly a redemption of the trust preferred securities. Accordingly, there can be no assurance that a tax event will not occur.

The summary provided above is included as general information only. You should consult your own tax advisors with respect to the tax consequences to you of the purchase, ownership and disposition of the trust preferred securities, including the tax consequences under state, local, foreign, and other tax laws and the possible effects of changes in United States federal or other tax laws.

CERTAIN ERISA CONSIDERATIONS

General

        A fiduciary of an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, which we refer to as ERISA, should consider the fiduciary standards under ERISA in the context of the particular circumstances of such plan before authorizing an investment in the trust preferred securities. Such fiduciary should consider whether the investment satisfies ERISA's diversification and prudence requirements, whether the investment constitutes an unauthorized delegation of fiduciary authority and whether the investment is in accordance with the documents and instruments governing the plan. In addition, ERISA and the code prohibit a wide range of transactions, which we refer to as prohibited Transactions, involving the assets of a plan subject to ERISA, the assets of an individual retirement account or plan subject to Section 4975 of the code, or any entity in which such a plan invests whose assets are deemed "plan assets." We refer to such plans or entities as an "ERISA plan," and persons who have certain specified relationships to the ERISA plan, as "parties in interest," within the meaning of ERISA, and "disqualified persons," within the meaning of the code. Prohibited transactions may require "correction" and may cause the ERISA plan fiduciary to incur certain liabilities and the parties in interest or disqualified persons to be subject to excise taxes.

        Governmental plans and certain church plans, each as defined under ERISA, are not subject to the prohibited transactions rules. Such plans may, however, be subject to federal, state or local laws or regulations which may affect their investment in the trust preferred securities. Any fiduciary of such a governmental or church plan considering an investment in the trust preferred securities should determine the need for, and the availability, if necessary, of any exemptive relief under such laws or regulations.

Trust Assets as "Plan Assets"

        The Department of Labor has issued final regulations, which we refer to as plan asset regulations, as to what constitutes assets of an employee benefit plan, which we refer to as plan assets under ERISA. The plan asset regulations provide that, as a general rule, when an ERISA plan acquires an equity interest in an entity and such interest does not represent a "publicly offered security" nor a security issued by an investment company registered under the Investment Company Act of 1940, as amended, the ERISA plan asset includes both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established that the equity interest is a "publicly offered security."

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        For purposes of the plan asset regulations, a "publicly offered security" is a security that is:

•

"freely transferable;"



•

part of a class of securities that is "widely held;" and



•

sold to an ERISA plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and part of a class of securities that is registered under the Exchange Act within 120 days, or such later time as may be allowed by the Commission, after the end of the fiscal year of the issuer during which the offering of such securities to the public occurred. The trust preferred securities will be registered under the Securities Act and the Exchange Act within the time periods specified in the plan asset regulations.

        The plan asset regulations provide that a security is "widely held" only if it is a part of the class of securities that is owned by 100 or more investors independent of the issuer and of one another. A security will not fail to be "widely held" because the number of independent investors falls below 100 subsequent to the initial offering as a result of events beyond the control of the issuer. We expect the trust preferred securities to be "widely held" upon the completion of the offering.

        The plan asset regulations provide that whether a security is "freely transferable" is a factual question to be determined on the basis of all the relevant facts and circumstances. The plan asset regulations further provide that when a security is part of an offering in which the minimum investment is $10,000 or less, as is the case with the offering of the trust preferred securities, certain restrictions ordinarily will not, alone or in combination, affect the finding that such securities are "freely transferable." We believe that any restrictions imposed on the transfer of the trust preferred securities are limited to the restrictions on transfer generally permitted under the plan asset regulations and are not likely to result in the failure of the trust preferred securities to be "freely transferable."

        An ERISA plan should not acquire or hold the trust preferred securities if our underlying assets will be treated as the assets of such ERISA plan. However, we believe that under the plan asset regulations, the trust preferred securities should be treated as "publicly offered securities" and, accordingly, our underlying assets should not be considered to be assets of any ERISA plan investing in the trust preferred securities.

Effect of Plan Asset Status

        ERISA generally requires that the assets of an ERISA plan be held in trust and that the trustee, or an investment manager (within the meaning of Section 3(38) of ERISA), have exclusive authority and discretion to manage and control the assets of the ERISA plan. As discussed above, our assets under current law do not appear likely to be assets of the ERISA plans receiving trust preferred securities as a result of the offering. However, if our assets were deemed to be assets of the ERISA plans under ERISA, certain of our directors and officers might be deemed fiduciaries with respect to the ERISA plans that invest in us and the prudence and other fiduciary standards set forth in ERISA would apply to them and to all investments.

        If our assets were deemed to be plan assets, transactions between us and parties in interest or disqualified persons with respect to the investing ERISA plan could be prohibited transactions unless a statutory or administrative exemption is available. In addition, investment authority would also have been improperly delegated to such fiduciaries, and, under certain circumstances, ERISA plan fiduciaries who make the decision to invest in the trust preferred securities could be liable as co-fiduciaries for actions taken by us that do not conform to the ERISA standards for investments under Part 4 of Title I of ERISA.

Prohibited Transactions

        We and/or any of our affiliates may be a party in interest or a disqualified person with respect to an ERISA plan investing in the trust preferred securities, and therefore, such investment by an ERISA plan

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may give rise to a prohibited transaction such as a direct or indirect extension of credit by the investing ERISA plan to us and/or any of our affiliates. Consequently, before investing in the trust preferred securities, any person who is, or who is acquiring such securities for, or on behalf of, an ERISA plan should determine that either a statutory or an administrative exemption from the Prohibited Transaction rules discussed below or otherwise available is applicable to such investment in the trust preferred securities, or that such investment in, or acquisition of, such securities will not result in a non-exempt prohibited transaction.

        The statutory or administrative exemptions from the prohibited transaction rules under ERISA and the code which may be available to an ERISA Plan which is investing in the trust preferred securities include:

•

Prohibited transaction Class Exemption ("PTCE") 90-1, regarding investments by insurance company pooled separate accounts;



•

PTCE 91-38, regarding investments by bank collective investment funds;



•

PTCE 84-14, regarding transactions effected by qualified professional asset managers;



•

PTCE 96-23, regarding transactions effected by in-house asset managers; and



•

PTCE 95-60, regarding investments by insurance company general accounts.

We refer to the exemptions described in the bullet points above as ERISA investor exemptions.

        Notwithstanding the foregoing, trust preferred securities may not be acquired by any person who is, or who in acquiring such trust preferred securities is using the assets of, an ERISA plan unless one of the ERISA investor exemptions or another applicable exemption is available to the ERISA plan. The acquisition of the trust preferred securities by any person who is, or who in acquiring such trust preferred securities is using the assets of, an ERISA plan will be deemed to constitute a representation by such person to us that such person is eligible for exemptive relief available pursuant to one or more of the ERISA investor exemptions or another applicable exemption with respect to the acquisition and holding of such trust preferred securities and will not result in an non-exempt prohibited transaction.

The discussion in this prospectus of ERISA is general in nature and is not intended to be all inclusive. Any fiduciary of an ERISA plan, governmental plan or church plan considering an investment in the trust preferred securities should consult with its legal advisors regarding the consequences of such investment and consider whether the ERISA plan can make the representations noted above.

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UNDERWRITER

        Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, Morgan Stanley & Co. Incorporated has agreed to purchase, and SVB Capital II has agreed to sell to Morgan Stanley, all of the trust preferred securities.

        Morgan Stanley is offering the trust preferred securities subject to its acceptance of the securities from SVB Trust II and subject to prior sale. The underwriting agreement provides that the obligation of Morgan Stanley to pay for and accept delivery of the trust preferred securities is conditioned upon the delivery of legal opinions by its counsel. Morgan Stanley is obligated to purchase all the trust preferred securities if any trust preferred securities are purchased.

        Morgan Stanley initially proposes to offer the trust preferred securities directly to the public at the public offering price set forth on the cover page of this prospectus. Morgan Stanley may also offer the trust preferred securities to securities dealers at a price that represents a concession not in excess of $.    per trust preferred security. Morgan Stanley may allow, and dealers may reallow, a concession not in excess of $.    per trust preferred security to certain other dealers. After the initial offering of the trust preferred securities, the offering price and other selling terms may from time to time be changed by Morgan Stanley.

        Because the proceeds from the sale of the trust preferred securities will be used to purchase the junior subordinated debentures issued by Silicon Valley Bancshares, the underwriting agreement provides that Silicon Valley Bancshares will pay to Morgan Stanley as compensation for its services $            per trust preferred security, or $            in the aggregate.

        Silicon Valley Bancshares and SVB Trust II have agreed that, without the prior written consent of Morgan Stanley, they will not, during the period beginning on the date of the underwriting agreement and continuing to and including the closing under the underwriting agreement:

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any securities of Silicon Valley Bancshares or SVB Trust II that are substantially similar to the trust preferred securities, junior subordinated debentures or securities convertible into or exercisable or exchangeable for such securities; or



•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities,

whether any transactions described above are to be settled by securities, in cash or otherwise, except in the offering.

        Prior to this offering, there has been no public market for the trust preferred securities. SVB Trust II will apply to list the trust preferred securities on the NASDAQ National Market. In order to meet one of the requirements for listing the trust preferred securities on the NASDAQ National Market, Morgan Stanley intends to sell trust preferred securities to a minimum of 400 beneficial holders in lots of 100 trust preferred securities or more. If the listing is approved, trading of the trust preferred securities on the NASDAQ National Market is expected to commence within 30 days after they are first issued. Morgan Stanley has advised SVB Trust II that it presently intends to make a market in the trust preferred securities prior to the commencement of trading on the NASDAQ National Market. Morgan Stanley is not obligated to make a market in the trust preferred securities, however, and may discontinue market making activities at any time without notice. No assurance can be given as to the liquidity of any trading market for the trust preferred securities.

        Silicon Valley Bancshares and SVB Trust II have agreed to indemnify Morgan Stanley and certain other persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments Morgan Stanley may be required to make under the Securities Act.

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        In order to facilitate the offering of the trust preferred securities, Morgan Stanley may engage in transactions that stabilize, maintain or otherwise affect the price of the trust preferred securities. Specifically, Morgan Stanley may over-allot in connection with the offering, creating a naked short position in the trust preferred securities for its own account. Morgan Stanley must close out any naked short position by purchasing trust preferred securities in the open market. A naked short position is more likely to be created if Morgan Stanley is concerned that there may be downward pressure on the price of the trust preferred securities in the open market after pricing that could adversely affect investors who purchase trust preferred securities in the offering. As an additional means of facilitating the offering of trust preferred securities, Morgan Stanley may bid for and purchase these trust preferred securities in the open market to stabilize the price of these trust preferred securities. Finally, Morgan Stanley may reclaim selling concessions allowed to an underwriter or a dealer for distributing the trust preferred securities in the offering, if the syndicate repurchases previously distributed trust preferred securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the trust preferred securities above independent market levels or prevent or retard a decline in the market price of the trust preferred securities. Morgan Stanley is not required to engage in these activities, and may end any of these activities at any time.

        It is expected that delivery of the trust preferred securities will be made against payment therefor on or about the date specified in the last paragraph of the cover page of this prospectus, which will be the [    ] business day following the date of the pricing of the trust preferred securities. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade trust preferred securities on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the trust preferred securities initially will settle in T+[    ], to specify alternative settlement arrangements to prevent a failed settlement.

        Silicon Valley Bancshares will pay all expenses associated with the offer and sale of the trust preferred securities. Silicon Valley Bancshares estimates that such expenses, excluding underwriter's compensation and documents, will be $                        .

VALIDITY OF SECURITIES

        Certain matters of Delaware law relating to the validity of the trust preferred securities, the enforceability of the trust agreement and the formation of SVB Capital II will be passed upon by Richards, Layton & Finger, P.A., Wilmington, Delaware, special counsel to Silicon Valley Bancshares and SVB Capital II. The validity of the guarantee and the junior subordinated debentures will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. Certain regulatory matters in connection with this offering will be passed upon for us by Pillsbury Winthrop LLP, Los Angeles, California. Certain legal matters in connection with this offering will be passed upon for the underwriter by Milbank, Tweed, Hadley & McCloy LLP, Palo Alto, California. Certain matters relating to United States federal income tax considerations will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation.

EXPERTS

        The consolidated financial statements of Silicon Valley Bancshares as of December 31, 2002 and 2001, and for each of the years in the three-year period ended December 31, 2002 have been incorporated by reference in this prospectus and in the registration statement in reliance upon the report of KPMG LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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AVAILABLE INFORMATION

        Silicon Valley Bancshares and SVB Capital II have jointly filed with the Securities and Exchange Commission, which we refer to as the "Commission," a registration statement on Form S-3 under the Securities Act of 1933, as amended, which we refer to as the "Securities Act," with respect to the offering of the securities offered in this prospectus. This prospectus does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to us and the securities offered hereby, reference is made to the registration statement and the exhibits and the financial statements, notes and schedules filed as a part thereof or incorporated by reference therein, which may be inspected at the public reference facilities of the Commission, at the address set forth below. Statements made in this prospectus concerning the contents of any documents referred to herein are not necessarily complete, and in each instance are qualified in all respects by reference to a copy of such document filed as an exhibit to the registration statement.

        Silicon Valley Bancshares is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act," and in accordance therewith files reports, proxy statements and other information with the Commission. Reports, proxy statements and other information filed by Silicon Valley Bancshares can be inspected and copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549. The Commission also maintains a Web site (http://www.sec.gov) at which reports, proxy and information statements and other information regarding the Company may be accessed.

        No separate financial statements of SVB Capital II have been included or incorporated by reference in this prospectus. We do not consider that such financial statements would be material to you because SVB Capital II is a newly formed special purpose entity, has no operating history or independent operations and is not engaged in and does not propose to engage in any activity other than holding as trust assets the junior subordinated debentures of Silicon Valley Bancshares and issuing the trust securities. See "Prospectus Summary—SVB Capital II," "Description of the Trust Preferred Securities," "Description of Junior Subordinated Debentures" and "Description of Guarantee Agreement." In addition, we do not expect that SVB Capital II will be filing reports under the Exchange Act with the Commission.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        Silicon Valley Bancshares and SVB Capital II incorporate information into this prospectus by reference, which means that it discloses important information to you by referring you to another document filed separately with the Commission. The information incorporated by reference is deemed to be part of this prospectus, except for any such information superseded by information contained in later-filed documents or directly in this prospectus. This prospectus incorporates by reference the documents set

76

forth below that it has previously filed with the Commission. These documents contain important information about Silicon Valley Bancshares and its financial condition.

Silicon Valley Bancshares SEC Filings (File No. 0-15637)	Period
Annual Report on Form 10-K (including the portions of the Proxy Statement Silicon Valley Bancshares' 2003 Annual Meeting of Stockholders incorporated by reference therein)	Year ended December 31, 2002
Current Reports on Form 8-K	Filed on May 7, 2003, May 15, 2003 and September 25, 2003
Quarterly Reports on Form 10-Q	For the quarter ended March 31, 2003 as originally filed on May 13, 2003 and as amended on September 25, 2003, and for the quarter ended June 30, 2003 as originally filed on August 14, 2003 and as amended on September 25, 2003
Description of trust preferred securities on Form 8-A	Filed on September     , 2003

        All documents that Silicon Valley Bancshares files with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus to the end of the offering under this document shall also be deemed to be incorporated in this prospectus by reference, except that Silicon Valley Bancshares is not incorporating any information from any future filed documents furnished under either Item 9 or Item 12 of any Current Report on Form 8-K.

        You may request a copy of these filings at no cost, by writing or calling Silicon Valley Bancshares at the following address or telephone number:

Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, CA 95054
(408) 654-7400
Attn: Investor Relations

        Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this document. These filings are also available free of charge through Silicon Valley Bancshares' Internet website, at http://www.svb.com.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee		$	4,045
NASD fee			5,500
Nasdaq fees			10,000
Trustees' fees and expenses			10,000
Legal fees and expenses			340,000
Blue Sky fees and expenses			1,000
Accounting fees and expenses			110,000
Printing expenses			75,000
Miscellaneous expenses			30,455
	Total	$	586,000

        All of the above items except the registration fee and NASD fee are estimated.

Item 15.    Indemnification of Directors and Officers

        Our bylaws provide that the company will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that he is or was a director or officer of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the fullest extent authorized by the General Corporation Law of the State of Delaware against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid in settlement) reasonably incurred or suffered by such person in connection with such action, suit or proceeding.

        Our certificate of incorporation provides that our directors will not be personally liable to the company or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the company or our stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director, in addition to the limitation on personal liability described above, will be limited to the fullest extent permitted by the amended Delaware General Corporation Law.

        We are in the process of entering into indemnification agreements with each of our current directors and executive officers. These agreements provide our directors and executive officers with additional protection regarding the scope of the indemnification set forth in our certificate of incorporation and bylaws.

        We have obtained a policy of directors' and officers' liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

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Item 16.    Exhibits

(a)	Exhibits
	1.1	*	Form of Underwriting Agreement.
	4.1		Form of Junior Subordinated Indenture.
	4.2		Form of Junior Subordinated Debenture.
	4.3		Certificate of Trust of SVB Capital II.
	4.4		Trust Agreement of SVB Capital II dated as of September 11, 2003.
	4.5		Form of Amended and Restated Trust Agreement of SVB Capital II.
	4.6		Form of Trust Preferred Certificate of SVB Capital II (included as an exhibit to Exhibit 4.5).
	4.7		Form of Guarantee Agreement.
	4.8		Form of Agreement as to Expenses and Liabilities (included as an exhibit to Exhibit 4.5).
	4.9		Form of Common Securities Certificate of SVB Capital II (included as an exhibit to Exhibit 4.5).
	4.10	*	Form of Officers' Certificate and Company Order.
	5.1	*	Opinion and Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
	5.2	*	Opinion and Consent of Richards, Layton & Finger, P.A.
	8.1	*	Opinion and Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant, as to certain federal income tax matters.
	12.1		Statements regarding Computation of Ratios.
	23.1		Consent of KPMG LLP.
	23.2	*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1 above).
	23.3	*	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 above).
	23.4	*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 8.1 above).
	24.1		A power of attorney is set forth on the signature page of the Registration Statement.
	25.1		Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Subordinated Indenture.
	25.2		Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Amended and Restated Trust Agreement.
	25.3		Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Trust Preferred Securities Guarantee Agreement.

*

To be filed by amendment.

Item 17.    Undertakings

(a)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing

II-2

provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c)

The Registrant hereby undertakes that:



(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on September 30, 2003.

SILICON VALLEY BANCSHARES
By:	/s/  KENNETH P. WILCOX Kenneth P. Wilcox President and Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth P. Wilcox and Lauren A. Friedman, and each of them individually, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign the Registration Statement filed herewith and any or all amendments to said Registration Statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended and otherwise), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated:

Name	Title	Date
/s/  ALEX W. HART Alex W. Hart	Chairman of the Board of Directors	September 30, 2003
/s/  KENNETH P. WILCOX Kenneth P. Wilcox	President, Chief Executive Officer and Director (Chief Executive Officer)	September 30, 2003
/s/  LAUREN FRIEDMAN Lauren Friedman	Chief Financial Officer (Principal Financial Officer)	September 30, 2003
/s/  DONAL D. DELANEY Donal D. Delaney	Controller (Principal Accounting Officer)	September 30, 2003
/s/  GARY K. BARR Gary K. Barr	Director	September 30, 2003
/s/  JAMES F. BURNS James F. Burns	Director	September 30, 2003
/s/  G. FELDA HARDYMON G. Felda Hardymon	Director	September 30, 2003
/s/  STEPHEN E. JACKSON Stephen E. Jackson	Director	September 30, 2003
/s/  JAMES R. PORTER James R. Porter	Director	September 30, 2003
/s/  MICHAELA K. RODENO Michaela K. Rodeno	Director	September 30, 2003

II-4

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on September 30, 2003.

SVB CAPITAL II
By	/s/  LAUREN FRIEDMAN Lauren Friedman TRUSTEE
By	/s/  PAULETTE MEHAS Paulette Mehas TRUSTEE
By	/s/  DONAL D. DELANEY Donal D. Delaney TRUSTEE

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INDEX TO EXHIBITS

Exhibit No.	Description
1.1*	Form of Underwriting Agreement.
4.1	Form of Junior Subordinated Indenture.
4.2	Form of Junior Subordinated Debenture.
4.3	Certificate of Trust of SVB Capital II.
4.4	Trust Agreement of SVB Capital II dated as of September 11, 2003.
4.5	Form of Amended and Restated Trust Agreement of SVB Capital II.
4.6	Form of Trust Preferred Certificate of SVB Capital II (included as an exhibit to Exhibit 4.5).
4.7	Form of Guarantee Agreement.
4.8	Form of Agreement as to Expenses and Liabilities (included as an exhibit to Exhibit 4.5).
4.9	Form of Common Securities Certificate of SVB Capital II (included as an exhibit to Exhibit 4.5).
4.10*	Form of Officers' Certificate and Company Order.
5.1*	Opinion and Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
5.2*	Opinion and Consent of Richards, Layton & Finger, P.A.
8.1*	Opinion and Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to the Registrant, as to certain federal income tax matters.
12.1	Statements regarding Computation of Ratios.
23.1	Consent of KPMG LLP.
23.2*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1 above).
23.3*	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 above).
23.4*	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 8.1 above).
24.1	A power of attorney is set forth on the signature page of the Registration Statement.
25.1	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Subordinated Indenture.
25.2	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Amended and Restated Trust Agreement.
25.3	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the Trust Preferred Securities Guarantee Agreement.

*To be filed by amendment.

QuickLinks

TABLE OF CONTENTS
PROSPECTUS SUMMARY
Silicon Valley Bancshares
SVB Capital II
THE OFFERING
Risk Factors
Summary of Consolidated Financial Data
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
REGULATORY CAPITAL RATIOS
CAPITALIZATION
ACCOUNTING AND REGULATORY TREATMENT
MANAGEMENT
DESCRIPTION OF THE TRUST PREFERRED SECURITIES
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES
BOOK-ENTRY ISSUANCE
DESCRIPTION OF GUARANTEE AGREEMENT
EXPENSE AGREEMENT
RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE AGREEMENT
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
CERTAIN ERISA CONSIDERATIONS
UNDERWRITER
VALIDITY OF SECURITIES
EXPERTS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
INDEX TO EXHIBITS

EX-4.1

EXHIBIT 4.1

SILICON VALLEY BANCSHARES

to

WILMINGTON TRUST COMPANY

Trustee

JUNIOR SUBORDINATED INDENTURE

Dated as of __________, 2003

____________________________________________________________________

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1
	Section 1.1	Definitions	1
	Section 1.2	Compliance Certificate and Opinions	9
	Section 1.3	Forms of Documents Delivered to Trustee	10
	Section 1.4	Acts of Holders	10
	Section 1.5	Notices, Etc to Trustee and Company	13
	Section 1.6	Notice to Holders; Waiver	13
	Section 1.7	Conflict with Trust Indenture Act	13
	Section 1.8	Effect of Headings and Table of Contents	13
	Section 1.9	Successors and Assigns	13
	Section 1.10	Separability Clause	14
	Section 1.11	Benefits of Indenture	14
	Section 1.12	Governing Law	14
	Section 1.13	Non-Business Days	14
ARTICLE II SECURITY FORMS			14
	Section 2.1	Forms Generally	14
	Section 2.2	Form of Face of Security	15
	Section 2.3	Form of Reverse of Security	18
	Section 2.4	Additional Provisions Required in Global Security	21
	Section 2.5	Form of Trustee’s Certificate of Authentication	21
ARTICLE III THE SECURITIES			21
	Section 3.1	Title and Terms	21
	Section 3.2	Denominations	24
	Section 3.3	Execution, Authentication, Delivery and Dating	24
	Section 3.4	Temporary Securities	25
	Section 3.5	Registration, Transfer and Exchange	26
	Section 3.6	Mutilated, Destroyed Lost and Stolen Securities	28
	Section 3.7	Payment of Interest: Interest Rights Preserved	28
	Section 3.8	Persons Deemed Owners	30
	Section 3.9	Cancellation	30
	Section 3.10	Computation of Interest	30
	Section 3.11	Deferrals of Interest Payment Dates	30
	Section 3.12	Right of Set-Off	31
	Section 3.13	Agreed Tax Treatment	32
	Section 3.14	Shortening of Stated Maturity	32
	Section 3.15	CUSIP Numbers	32

TABLE OF CONTENTS

(Continued)

			Page
ARTICLE IV SATISFACTION AND DISCHARGE			32
	Section 4.1	Satisfaction and Discharge of Indenture	32
	Section 4.2	Application of Trust Money	33
ARTICLE V DEFAULT AND REMEDIES			34
	Section 5.1	Events of Default	34
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	35
	Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	36
	Section 5.4	Trustee May File Proofs of Claim	37
	Section 5.5	Trustee May Enforce Claim Without Possession of Securities	37
	Section 5.6	Application of Money Collected	38
	Section 5.7	Limitation on Suits	38
	Section 5.8	Unconditional Right of Holders to Receive Principal Premium and Interest; Direct Action by Holders of Preferred Securities	39
	Section 5.9	Restoration of Rights and Remedies	39
	Section 5.10	Rights and Remedies Cumulative	39
	Section 5.11	Delay or Omission Not Waiver	40
	Section 5.12	Control by Holders	40
	Section 5.13	Waiver of Past Defaults	40
	Section 5.14	Undertaking for Costs	41
	Section 5.15	Waiver of Usury Stay or Extension Laws	41
ARTICLE VI THE TRUSTEE			42
	Section 6.1	Certain Duties and Responsibilities	42
	Section 6.2	Notice of Defaults	43
	Section 6.3	Certain Rights of Trustee	43
	Section 6.4	Not Responsible for Recitals or Issuance of Securities	44
	Section 6.5	May Hold Securities	44
	Section 6.6	Money Held in Trust	44
	Section 6.7	Compensation and Reimbursement	44
	Section 6.8	Disqualification; Conflicting Interests	45
	Section 6.9	Corporate Trustee Required; Eligibility	45
	Section 6.10	Resignation and Removal; Appointment of Successor	46
	Section 6.11	Acceptance of Appointment by Successor	47
	Section 6.12	Merger, Conversion, Consolidation or Succession to Business	48
	Section 6.13	Preferential Collection of Claims Against Company	49
	Section 6.14	Appointment of Authenticating Agent	49
ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY			50
	Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	50
	Section 7.2	Preservation of Information, Communications to Holders	51

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TABLE OF CONTENTS

(Continued)

			Page
	Section 7.3	Reports by Trustee	51
	Section 7.4	Reports by Company	51
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE			53
	Section 8.1	Company May Consolidate, Etc., Only on Certain Terms	53
	Section 8.2	Successor Corporation Substituted	53
ARTICLE IX SUPPLEMENTAL INDENTURES			54
	Section 9.1	Supplemental Indentures without Consent of Holders	54
	Section 9.2	Supplemental Indentures with Consent of Holders	55
	Section 9.3	Execution of Supplemental Indentures	56
	Section 9.4	Effect of Consents; Effect of  Supplemental Indentures	57
	Section 9.5	Conformity with Trust Indenture Act	57
	Section 9.6	Reference in Securities to Supplemental Indentures	57
ARTICLE X COVENANTS			58
	Section 10.1	Payment of Principal, Premium and Interest	58
	Section 10.2	Maintenance of Office or Agency	58
	Section 10.3	Money for Security Payments to be Held in Trust	58
	Section 10.4	Statement as to Compliance	60
	Section 10.5	Waiver of Certain Covenants	60
	Section 10.6	Additional Sums	60
	Section 10.7	Additional Covenants	61
ARTICLE XI REDEMPTION OF SECURITIES			62
	Section 11.1	Applicability of This Article	62
	Section 11.2	Election to Redeem; Notice to Trustee	62
	Section 11.3	Selection of Securities to be Redeemed	62
	Section 11.4	Notice of Redemption	63
	Section 11.5	Deposit of Redemption Price	64
	Section 11.6	Payment of Securities Called for Redemption	64
	Section 11.7	Right of Redemption of Securities Initially Issued to a SVB Trust	64
ARTICLE XII SINKING FUNDS			65
	Section 12.1	Applicability of Article	65
	Section 12.2	Satisfaction of Sinking Fund Payments with Securities	65
	Section 12.3	Redemption of Securities for Sinking Fund	65
ARTICLE XIII SUBORDINATION OF SECURITIES			67
	Section 13.1	Securities Subordinate to Senior Debt	67
	Section 13.2	Payment Over of Proceeds Upon Dissolution, Etc	67
	Section 13.3	Prior Payment to Senior Debt Upon Acceleration of Securities	68

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TABLE OF CONTENTS

(Continued)

		Page
Section 13.4	No Payment When Senior Debt in Default	69
Section 13.5	Payment Permitted If No Default	70
Section 13.6	Subrogation to Rights of Holders of Senior Debt	70
Section 13.7	Provisions Solely to Define Relative Rights	70
Section 13.8	Trustee to Effectuate Subordination	71
Section 13.9	No Waiver of Subordination Provisions	71
Section 13.10	Notice to Trustee	71
Section 13.11	Reliance on Judicial Order or Certificate of Liquidating Agent	72
Section 13.12	Trustee Not Fiduciary for Holders of Senior Debt	72
Section 13.13	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights	72
Section 13.14	Article Applicable to Paying Agents	73
Section 13.15	Certain Conversions or Exchanges Deemed Payment	73

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SILICON VALLEY BANCSHARES

Reconciliation and tie between the Trust Indenture Act of 1939 (including cross-references to provisions of Sections 310 to and including 317 which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern the Indenture whether or not physically contained therein) and the Junior Subordinated Indenture, dated as of ______________, 2003.

Trust Indenture Act Section		Indenture Section
§ 310	(a) (1), (2) and (5)	6.9
	(a) (3)	Not Applicable
	(a) (4)	Not Applicable
	(b)	6.8, 6.10
	(c)	Not Applicable
§ 311	(a)	6.13
	(b)	6.13
	(c)	Not Applicable
§ 312	(a)	7.1, 7.2(a)
	(b)	7.2(b)
	(c)	7.2(c)
§ 313	(a)	7.3(a)
	(b)	7.3(b)
	(c)	1.6, 7.3(a), 7.3(b)
	(d)	7.3(c)
§ 314	(a) (1), (2) and (3)	7.4
	(a) (4)	7.4, 10.4
	(b)	Not Applicable
	(c) (1)	1.2
	(c) (2)	1.2
	(c) (3)	Not Applicable
	(d)	Not Applicable
	(e)	1.2
	(f)	Not Applicable
§ 315	(a)	6.1 (a)
	(b)	1.6, 6.2
	(c)	6.1 (b)
	(d)	6.1 (c)
	(d) (1)	6.1 (c) (A)
	(d) (2)	6.1 (c) (B)
	(d) (3)	6.1 (c) (C)
	(e)	5.14
§ 316	(a)	1.1

Trust Indenture Act Section		Indenture Section
	(a)(1)(A)	5.12
	(a)(1)(B)	5.13
	(a) (2)	Not Applicable
	(b)	5.8
	(c)	1.4(f)
§ 317	(a) (1)	5.3
	(a) (2)	5.4
	(b)	10.3
§318	(a)	1.7

Note:      This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Junior Subordinated Indenture.

JUNIOR SUBORDINATED INDENTURE, dated as of ______________, 2003, between SILICON VALLEY BANCSHARES, a Delaware corporation (hereinafter called the “Company”), having its principal office at 3003 Tasman Drive, Santa Clara, California 95054, and Wilmington Trust Company, as Trustee (hereinafter called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured junior subordinated debt securities in series (hereinafter called the “Securities”) of substantially the tenor hereinafter provided, including, without limitation, Securities issued to evidence loans made to the Company of the proceeds from the issuance from time to time by one or more statutory trusts (each a “SVB Trust,” and, collectively, the “SVB Trusts”) of preferred beneficial interests in the assets of such Trusts (the Preferred Securities”) and common beneficial interests in the assets of such Trusts (the “Common Securities” and, collectively with the Preferred Securities, the “Trust Securities”), and to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered.

All things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done.

NOW THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:

ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1             Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)           The terns defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b)           All other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c)           All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles which are generally accepted at the date or time of such computation: provided, that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company; and

(d)           The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“1940 Act” means the Investment Company Act of 1940, as amended.

“Act” when used with respect to any Holder has the meaning specified in Section 1.4.

“Additional Interest” means the interest, if any, that shall accrue on any interest on the Securities of any series the payment of which has not been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or determined as specified in such Security.

“Additional Sums” has the meaning specified in Section 10.6.

“Additional Taxes” means the sum of any additional taxes, duties and other governmental charges to which a SVB Trust has become subject from time to time as a result of a Tax Event.

“Administrative Trustee” means, in respect of any SVB Trust, each Person identified as an “Administrative Trustee” or an “Administrative Agent” in the related Trust Agreement, solely in such Person’s capacity as Administrative Trustee or an Administrative Agent, as the case may be, of such SVB Trust under such Trust Agreement and not in such Person’s individual capacity, or any successor administrative trustee or successor administrative agent, as the case may be, appointed as therein provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided, however, no SVB Trust to which Securities have been issued shall be deemed to be an Affiliate of the Company.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Allocable Amounts,” when used with respect to any Senior Debt, means all amounts due or to become due on such Senior Debt.

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“Amended and Restated Trust Agreement” means the amended and restated trust agreement substantially in the form attached here to as Annex B, or substantially in such form as may be contemplated by Section 3.1 with respect to the Securities at any series, as amended from time to time.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Board of Directors” means either the board of directors of the Company or any committee of that board duly authorized to act hereunder.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or such committee of the Board of Directors or officers of the Company to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the State of California are authorized or required by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee, or, with respect to the Securities of a series initially issued to a SVB Trust, the principal office of the Property Trustee under the related Trust Agreement, is closed for business.

“Capital Treatment Event” means the reasonable determination by the Company that, as a result of any amendment to, or change (including any prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement or decision is announced on or after the original issuance of the Preferred Securities of such SVB Trust, there is more than an insubstantial risk that the Company will not be entitled to treat the Preferred Securities (or any substantial portion thereof) as “Tier I Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the primary federal regulator of the Company, as then in effect and applicable to the Company.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

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“Common Securities” has the meaning specified in the first recital of this Indenture.

“Common Stock” means the common stock, $0.001 par value per share, of the Company.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“Company Request” and “Company Order” mean, respectively, the written request or order signed in the name of the Company by the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, its Chief Executive Officer, its President or a Vice President, and by its Chief Financial Officer, Treasurer, its Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered.

“Corporation” includes a corporation, association, company, joint-stock company or business trust.

“Debt” means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (a) every obligation of such Person for money borrowed; (b) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (c) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (d) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (e) every capital lease obligation of such Person; (f) all indebtedness of such Person whether incurred on or prior to the date of this Indenture or thereafter incurred, for claims in respect of derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; and (g) every obligation of the type referred to in clauses (a) through (f) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor or otherwise.

“Defaulted Interest” has the meaning specified in Section 3.7.

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary by the Company pursuant to Section 3.1 with respect to such series (or any successor thereto).

“Discount Security” means any security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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“Distributions,” with respect to the Trust Securities issued by a SVB Trust, means amounts payable in respect of such Trust Securities as provided in the related Trust Agreement and referred to therein as “Distributions.”

“Dollar” or “U.S. $” means the currency of the United States of America that, as at the time of payment, is legal tender for the payment of public and private debts.

“Event of Default” has the meaning specified in Article V unless otherwise specified in the supplemental indenture or the Officers’ Certificate delivered pursuant to Section 3.1 hereof creating a series of Securities.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules promulgated thereunder, and any statute successor thereto, in each case as amended from time to time.

“Extension Period” has the meaning specified in Section 3.11.

“Global Security” means a Security in the form prescribed in Section 2.4 evidencing all or part of a series of Securities, issued to the Depositary or its nominee for such series, and registered in the name of such Depositary or its nominee.

“Guarantee Agreement” means the Guarantee Agreement substantially in the form attached hereto as Annex C, or substantially in such form as may be specified as contemplated by Section 3.1 with respect to the Securities of any series, in each case as amended from time to time.

“Holder” means a Person in whose name a Security is registered in the Securities Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof or one or more Officers’ Certificates delivered pursuant to Section 3.1 and shall include the terms of each particular series of Securities established as contemplated by Section 3.1.

“Interest Payment Date” means as to each series of Securities the Stated Maturity of an installment of interest on such Securities.

“Investment Company Event” means, in respect of a SVB Trust, the receipt by the Company and an SVB Trust of an Opinion of Counsel, rendered by a law firm experienced in such matters, to the effect that, as a result of change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that such SVB Trust is or will be considered an “investment company” that is required to be registered under the 1940 Act, which change becomes effective on or after the date of original issuance of the Preferred Securities of such SVB Trust.

“Junior Subordinated Payment” has the meaning specified in Section 13.2.

5

“Liquidation Amount” has the meaning given to it in the Trust Agreement under which the applicable SVB Trust is formed.

“Maturity” when used with respect to any Security means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 5.1(c).

“Officers’ Certificate” means a certificate signed by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President, and by the Chief Financial Officer, Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, but not including an employee thereof, and who shall be reasonably acceptable to the Trustee.

“Original Issue Date” means the date of issuance specified as such in each Security.

“Outstanding” means, when used in reference to any Securities, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i)    Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(ii)   Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture; and

(iii)  Securities in substitution for or in lieu of which other Securities have been authenticated and delivered or which have been paid pursuant to Section 3.6, unless proof satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or, unless all the Securities of a series shall then be held by an Affiliate of the Company, any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the

6

Securities or any Affiliate of the Company or such other obligor.  Upon the written request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of the Company, or any other obligor on the Securities or any Affiliate of the Company or such obligor, and, subject to the provisions of Section 6.1, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

“Paying Agent” means the Trustee or any Person authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment” means, with respect to the Securities of any series, the place or places where the principal of (and premium, if any) and interest on the Securities of such series are payable pursuant to Sections 3.1 and 3.11.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any security authenticated and delivered under Section 3.6 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost; destroyed or stolen Security.

“Preferred Securities” has the meaning specified in the first recital of this Indenture.

“Proceeding” has the meaning specified in Section 13.2.

“Property Trustee” means, in respect of any SVB Trust, the commercial bank or trust company identified as the “Property Trustee” in the related Trust Agreement, solely in its capacity as Property Trustee of such SVB Trust under such Trust Agreement and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as therein provided.

“Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date with respect to the Securities of a series means, the date which is fifteen days next preceding such Interest Payment Date (whether or not a Business Day).

“Representative” means the (a) indenture trustee or other trustee, agent or representative for any Senior Debt or (b) with respect to any Senior Debt that does not have any such trustee, agent or other representative, (i) in the case of such Senior Debt issued pursuant to our agreement providing for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such Senior Debt acting with the consent of the required persons necessary to bind such holders or owners of such Senior Debt and (ii) in the case of all other such Senior Debt, the holder or owner of such Senior Debt.

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“Responsible Officer” when used with respect to the Trustee means any officer of the Trustee assigned by the Trustee from time to time to administer its corporate trust matters.

“Securities” or “Security” means any debt securities or debt security, as the case may be, authenticated and delivered under this Indenture.

“Securities Register” and “Securities Registrar” have the respective meanings specified in Section 3.5.

“Senior Debt” means the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not such claim for post-petition interest is allowed in such proceeding), on Debt of the Company, whether incurred on or prior to the date of this Indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Securities, or to other Debt which is pari passu with, or subordinated to the Securities, provided, however, that Senior Debt shall not be deemed to include (a) any Debt of the Company which, when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Reform Act of 1978, as amended, was without recourse to the Company, (b) any Debt of the Company to any of its Subsidiaries, (c) Debt to any employee of the Company, (d) any Securities and (e) the Company’s 8.25% Junior Subordinated Deferrable Interest Debentures; provided further, that Senior Debt shall be deemed to include the Company's Zero Coupon Convertible Subordinated Notes due June 15, 2008.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.

“Stated Maturity” when used with respect to any Security or any installment of principal thereof or interest thereon means the date specified pursuant to the terms of such Security as the date on which the principal of such Security or such installment of interest is due and payable, in the case of such principal, as such date may be shortened or extended as provided pursuant to the terms of such Security and this Indenture.

“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries.  For purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“SVB Guarantee” means the guarantee by the Company of distributions on the Preferred Securities of a SVB Trust to the extent provided in the related Guarantee Agreement.

“SVB Trust” has the meaning specified in the first recital of this Indenture.

“Tax Event” means the receipt by the Company and any SVB Trust of an Opinion of Counsel (as defined in the relevant Trust Agreement) experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the

8

laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement or decision is announced on or after the original issuance of the Preferred Securities of such SVB Trust, there is more than an insubstantial risk that (a) such SVB Trust is, or will be within 90 days of the date of such Opinion of Counsel, subject to United States Federal income tax with respect to income received or accrued on the corresponding series of Securities, (b) interest payable by the Company on such corresponding series of Securities is not, or within 90 days of the date of such Opinion of Counsel will not be, deductible by the Company, in whole or in part, for United States Federal income tax purposes or (c) such SVB Trust is, or will be within 90 days of the date of such Opinion of Counsel, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

“Trust Agreement” means the Trust Agreement substantially in the form attached hereto as Annex A, as amended by the form of Amended and Restated Trust Agreement substantially in the form attached hereto as Annex B, or substantially in such form as may be specified as contemplated by Section 3.1 with respect to the Securities of any series, in each case as amended from time to time.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder and, if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbb), as amended and as in effect on the date as of this Indenture, except as provided in Section 9.5.

“Trust Securities” has the meaning specified in the first recital of this Indenture.

“Vice President” when used with respect to the Company, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

Section 1.2             Compliance Certificate and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers` Certificate stating that all conditions precedent (including covenants, compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including covenants; compliance with which constitute a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

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Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 10.4) shall include:

(1)           a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)           a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with, and

(4)           a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.3             Forms of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to matters upon which his certificate or opinion is based are erroneous.  Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions, or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.4             Acts of Holders.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given to or taken by Holders may be embodied in and

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evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments is or are delivered to the Trustee, and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a Person acting in other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.

(c)           The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine.

(d)           The ownership of Securities shall be proved by the Securities Register.

(e)           Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

(f)            The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph.  If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date (as defined below) by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.  Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render

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ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.  Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to institute proceedings referred to in Section 5.7(b) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series.  If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to, join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.  Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken.  Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day, provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date.  If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.  Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

(g)           Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

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Section 1.5             Notices, Etc to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(a)           the Trustee by any Holder, any holder of Preferred Securities or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or

(b)           the Company by the Trustee, any Holder or any holder of Preferred Securities shall be sufficient for every purpose (except as otherwise provided in Section 5.1) hereunder if in writing and mailed, first class, postage prepaid, to the Company, addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

Section 1.6             Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Securities Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.7             Conflict with Trust Indenture Act.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c) thereof, such imposed duties shall control.  If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

Section 1.8             Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.9             Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

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Section 1.10           Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11           Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns, the Holders of Senior Debt, the Holders of the Securities and, to the extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2, the holders of Preferred Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12           Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles thereof, except that the immunities and standard of care of the Trustee shall be governed by Delaware law.

Section 1.13           Non-Business Days.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or the Securities) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day (and no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, until such next succeeding Business Day) with the same force and effect as if made on the Interest Payment Date or Redemption Date or at the Stated Maturity.

ARTICLE II

SECURITY FORMS

Section 2.1             Forms Generally.

The Securities of each series shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities.  If the form of Securities of any series is established by action taken

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pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities.

The Trustee’s certificates of authentication shall be substantially in the form set forth in this Article.

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such securities.

Section 2.2             Form of Face of Security.

SILICON VALLEY BANCSHARES

__% Junior Subordinated Debenture due ________

Registered	Principal Amount:
No.	CUSIP No.:

SILICON VALLEY BANCSHARES, a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________, or registered assigns, the principal sum of $________ Dollars on ____________; provided that the Company may shorten the Stated Maturity of the principal of this Security to a date not earlier than ________.  The Company further promises to pay interest on said principal sum from __________ or from the most recent interest payment date (each such date, an “Interest Payment Date”) on which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on the ______day of ____, ____, ____ and ____ of each year commencing ____________ at the rate of ____% per annum, until the principal hereof shall have become due and payable, plus Additional Interest, if any, until the principal hereof is paid or duly provided for or made available for payment and on any overdue principal and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of ____% per annum, compounded quarterly.  The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year.  The amount of interest payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months.  In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable.  A “Business Day” shall mean any day other than a Saturday or Sunday a day on which

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banking institutions in the State of California are authorized or required by law or executive order to remain closed or on a day on which the Corporate Trust Office of the Trustee, or the principal office of the Property Trustee under the Amended and Restated Trust Agreement (hereinafter referred to) for [name of SVB Trust] is closed for business.  The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which shall be [insert Record Date] next preceding such Interest Payment Date.  Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than ____ days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[If applicable insert—So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of this Security to defer payment of interest on this Security, at any time or from time to time, for up to 20 consecutive quarterly interest payment periods with respect to each deferral period (each an “Extension Period”], (during which Extension Periods the Company shall have the right to make partial payments of interest on any interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the extent permitted by applicable law)); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock), (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company (including Securities issued by the Company pursuant to the Indenture other than she Securities represented by this certificate) that ranks pari passu with or junior in interest to this Security, (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiaries of the Company (if such guarantee ranks pari passu in all respects with or junior in interest to this Security) (other than, with respect to the foregoing clauses (i) through (iii), (a) dividends or distributions in capital stock of the Company (which includes common and preferred stock), (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the SVB Guarantee related to the Preferred Securities issued by [name of SVB Trust], and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers or employees) or (iv) redeem, purchase or acquire less than all of the Securities of this series or any of the Preferred Securities.  Prior to the termination of any such Extension Period, the Company may further extend such Extension Period, provided that such extension does not cause

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such Extension Period to exceed ___ consecutive interest payment periods or to extend beyond the Stated Maturity.  Upon the termination of any such Extension Period and upon the payment of all amounts then due on any Interest Payment Date, and subject to the foregoing limitation, the Company may elect to begin a new Extension Period.  No interest shall be due and payable during an Extension Period except at the end thereof The Company shall give the Trustee, the Property Trustee and the Administrative Trustees of [name of SVB Trust] notice of its election to begin any Extension Period at least ___ Business Days prior to the earlier of (i) the date on which Distributions on the Preferred Securities would be payable except for the election to begin such Extension Period, or (ii) the date the Administrative Trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than ___ Business Days prior to such record date.  The Trustee shall give notice of the Company’s election to begin a new Extension Period to the holders of the Preferred Securities.  There is no limitation on the number of times that the Company may elect to begin an Extension Period.]

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee or at the office of such paying agent or paying agents as the Company may designate from time to time, maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register or (ii) by transfer to an account maintained by the person entitled thereto, in immediately available funds, at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register.

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, unsecured and will rank junior and subordinate and subject in right of payments to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto.  Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.  Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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This Security is not a savings account or deposit or other obligation of a bank and is not insured by the Federal Deposit Insurance Corporation, by any other governmental agency, or otherwise.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

	SILICON VALLEY BANCSHARES
	By:
		[President or Vice President]
Attest:
[Secretary or Assistant Secretary]

Section 2.3             Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of __________, 2003 (herein called the “Indenture”), between the Company and Wilmington Trust Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $__________.

All terms used in this Security that are defined in the Indenture and in the Amended and Restated Trust Agreement, dated as of ___________, 2003, as amended (the “Amended and Restated Trust Agreement”), for [insert name of trust] among Silicon Valley Bancshares, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture or the Amended and Restated Trust Agreement, as the case may be.

[If applicable, insert—The Company may at any time, at its option, on or after __________, and subject to the terms and conditions of Article XI of the Indenture, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, redeem this Security [in whole at any time] [or in part from time to time], at a redemption price equal to [insert redemption price] to the Redemption Date.]

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[If applicable, insert—Upon the occurrence and during the continuation of a Tax Event, Investment Company Event or Capital Treatment Event in respect of a SVB Trust, the Company may, at its option, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, at any time within 90 days of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, [if applicable, insert—in whole but not in part], subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to [insert redemption price] to the Redemption Date.]

[If applicable, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series for the portion hereof not redeemed will be issued in the name of the Holder hereof upon the cancellation hereof.]

The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture.  The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

[If the Security is not a Discount Security, —As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a SVB Trust, if upon the occurrence and during the continuance of an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.]

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[If the Security is a Discount Security, —As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to a SVB Trust, if upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee.  Such amount shall be equal to [insert formula for determining the amount].  Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.  Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.]

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.  No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $25 and any integral multiples of $25 in excess thereof.  As provided in the Indenture and subject to certain limitations therein set forth, Securities of

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this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same.

The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes each of the aforementioned persons shall treat this Security as indebtedness.

THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 2.4             Additional Provisions Required in Global Security.

Any Global Security issued hereunder shall, in addition to the provisions contained in Sections 2.2 and 2.3, bear a legend in substantially the following form:

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.”

Section 2.5             Form of Trustee’s Certificate of Authentication.

This is one of the Securities referred to in the within mentioned Indenture.

Dated:
	[INSERT NAME OF TRUSTEE]
	as Trustee
	By:
		Authorized Officer

ARTICLE III

THE SECURITIES

Section 3.1             Title and Terms.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

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The Securities may be issued in one or more series.  There shall be established in or pursuant to a Board Resolution, and set forth in an Officers’ Certificate (such Officers’ Certificate shall have the effect of a supplemental indenture for all purposes hereunder), or established in one or more indentures supplemental hereto, prior to the issuance of Securities of a series:

(a)           the title of the securities of such series, which shall distinguish the Securities of the series from all other Securities;

(b)           the limit, if any, upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder): provided, however, that the authorized aggregate principal amount of such series may be increased above such amount by a Board Resolution to such effect;

(c)           the Stated Maturity or Maturities on which the principal of the Securities of such series is payable or the method of determination thereof;

(d)           the rate or rates, if any, at which the Securities of such series shall bear interest, if any, the rate or rates and extent to which Additional Interest, if any, shall be payable in respect of any Securities of such series, the Interest Payment Dates on which such interest shall be payable, the right, pursuant to Section 3.11 or as otherwise set forth therein, of the Company to defer or extend an Interest Payment Date, and the Regular Record Date for the interest payable on any Interest Payment Date or the method by which any of the foregoing shall be determined;

(e)           the place or places where the principal of (and premium, if any) and interest on the Securities of such series shall be payable, the place or places where the Securities of such series may be presented for registration of transfer or exchange, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made;

(f)            the period or periods within or the date or dates on which, if any, the price or prices at which and the terms and conditions upon which the Securities of such series may be redeemed, in whole or in part, at the option of the Company;

(g)           the obligation or the right, if any, of the Company to prepay, repay or purchase the Securities of such series pursuant to any sinking fund, amortization or analogous provisions, or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

(h)           the denominations in which any Securities of such series shall be issuable, if other than denominations of $25 and any integral multiples of $25 in excess thereof;

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(i)            if other than Dollars, the currency or currencies (including currency unit or units) in which the principal of (and premium, if any) and interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated;

(j)            the additions, modifications or deletions, if any, in the Events of Default or covenants of the Company set forth herein with respect to the Securities of such series;

(k)           if other than the principal amount thereof, the portion of the principal amount of Securities of such series that shall be payable upon declaration of acceleration of the Maturity thereof,

(l)            the additions or changes, if any, to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

(m)          any index or indices used to determine the amount of payments of principal of and premium, if any, on the Securities of such series or the manner in which such amounts will be determined;

(n)           whether the Securities of the series, or any portion thereof, shall initially be issuable in the form of a temporary Global Security representing all or such portion of the Securities of such series and provisions for the exchange of such temporary, Global Security for definitive Securities of such series;

(o)           if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of those set forth in Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(p)           the appointment of any Paying Agent or Agents for the Securities of such series;

(q)           the terms of any right to convert or exchange Securities of such series into any other securities or property of the Company, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or facilitate such conversion or exchange;

(r)            the form or forms of the Trust Agreement, Amended and Restated Trust Agreement and Guarantee Agreement, if different from the forms attached hereto as Annexes A, B and C, respectively;

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(s)           the relative degree, if any, to which the Securities of the series shall be senior to or be subordinated to other series of Securities in right of payment, whether such other series of Securities are Outstanding or not; and

(t)            any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

The Securities shall be subordinated in right of payment to Senior Debt as provided in Article XIII.

Section 3.2             Denominations.

The Securities of each series shall be in registered form without coupons and shall be issuable in minimum denominations of $25 and integral multiples of $25 in excess thereof, unless otherwise specified as contemplated by Section 3.1.

Section 3.3             Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries.  The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.  At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities.  If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

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(1)           if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;

(2)           if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; and

(3)           that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable , in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.1 and this Section 3.3, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to this section at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.  Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 3.4             Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination,

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substantially of the tenor of the definitive Securities of such series in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay.  After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for that purpose without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series of authorized denominations having the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities.  Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

Section 3.5             Registration, Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities.  Such register is herein sometimes referred to as the “Securities Register.” The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at the office or agency of the Company designated for that purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms.

At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities to be exchanged at such office or agency.  Whenever any securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

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No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities.

The provisions of Clauses (a), (b), (c) and (d) below shall apply only to Global Securities:

(a)           Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(b)           Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as depositary, in each case unless the Company has approved a successor Depositary within 90 days, (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (iii) the Company in its sole discretion determines that such Global Security will be so, exchangeable or transferable or (iv) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1.

(c)           Subject to Clause (b) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(d)           Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, transfer or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of selection for redemption of Securities pursuant to Article XI and ending at the close of business on the day of mailing of notice of redemption or (ii) to transfer or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof not to be redeemed.

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Section 3.6             Mutilated, Destroyed Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or the Trustee to hold each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same issue and series of like tenor and principal amount; having the same Original Issue Date and Stated Maturity, and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity as may be required by them to hold each of them harmless, then; in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same issue and series of like tenor and principal amount, having the same Original Issue Date and Stated Maturity as such destroyed, lost or stolen Security, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

The provisions of this Section 3.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.7             Payment of Interest: Interest Rights Preserved.

Interest on any Security of any series which is payable, and is punctually paid or duly provided for, on any Interest Payment Date, shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest in respect of Securities of such series, except that, unless otherwise provided in the Securities of such series, interest payable on the Stated Maturity of the principal of a Security shall be paid to the Person to whom principal is paid.  The initial payment of interest on any Security of any series which is issued between a Regular Record Date and the related Interest Payment Date

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shall be payable as provided in such Security or in the Board Resolution pursuant to Section 3.1 with respect to the related series of Securities.

Any interest on any Security which is payable, but is not timely paid or duly provided for, on any Interest Payment Date for Securities of such series (herein called “Defaulted Interest”), shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (a) or (b) below:

(a)           The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series in respect of which interest is in default (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided.  Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security of such series at the address of such Holder as it appears in the Securities Register not less than 10 days prior to such Special Record Date.  The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper, customarily published in the English language on each Business Day and of general circulation in the State of California, but such publication shall not be a condition precedent to the establishment of such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (b).

(b)           The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of the series in respect of which interest is in default may be listed and, upon such notice as may be required by such exchange (or by the Trustee if the Securities are not listed), if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee.

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Subject to the foregoing provisions of this Section 3.7, each Security delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 3.8             Persons Deemed Owners.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 3.9             Cancellation.

All Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Securities surrendered directly to the Trustee for any such purpose shall be promptly canceled by it.   The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee.  No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture.  All canceled Securities shall be destroyed by the Trustee and the Trustee shall deliver to the Company a certificate of such destruction.

Section 3.10           Computation of Interest.

Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series for any period shall be computed on the basis of a 360-day year of twelve 30-day months and interest on the Securities of each series for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months.

Section 3.11           Deferrals of Interest Payment Dates.

If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an “Extension Period”).  During Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date.  No Extension Period shall end on a date other than an Interest Payment Date.  At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided however; that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay

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any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock), (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that ranks pari passu in all respects with, or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than, with respect to the foregoing clauses (i) through (iii), (a) dividends or distributions in capital stock of the Company (which includes common and preferred stock), (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the SVB Guarantee related to the Preferred Securities issued by the SVB Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers, employees or consultants) or (iv) redeem, purchase or acquire less than all of the Securities of such series or any of the Preferred Securities.  Prior to the termination of any such Extension Period, the Company may further extend such Extension Period, provided that such extension does not cause such Extension Period to extend beyond the Stated Maturity of the principal of such Securities.  Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements.  No interest shall be due and payable during an Extension Period, except at the end thereof.  The Company shall give the Trustee, the Property Trustee and the Administrative Trustees of the SVB Trust holding Securities of such series notice of its election of any Extension Period (or an extension thereof) at least one Business Day prior to the earliest of (i) the next succeeding date on which Distributions on the Preferred Securities of such SVB Trust would be payable except for the election to begin or extend such Extension Period or (ii) the date the Administrative Trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date.  The Trustee shall promptly give notice of the Company’s election to begin a new Extension Period to the holders of the Securities of such series.  There is no limitation on the number of times that the Company may elect to begin an Extension Period.

Section 3.12           Right of Set-Off.

With respect to the Securities of a series issued to a SVB Trust, notwithstanding anything to the contrary in the Indenture, the Company shall have the right to set-off any payment it is otherwise required to make thereunder in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such Security or under Section 5.8 of the Indenture.

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Section 3.13           Agreed Tax Treatment.

Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes, each of the aforementioned parties shall treat such Security as indebtedness.

Section 3.14           Shortening of Stated Maturity.

If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, the Company shall have the right to shorten the Stated Maturity of the principal of the Securities of such series at any time to any date not earlier than the first date on which the Company has the right to redeem the Securities of such series.  In the event that the Company elects to shorten the Stated Maturity of the Securities, it shall give notice to the Indenture Trustee, and the Indenture Trustee shall give notice of such shortening to the holders of the Securities no less than 60 days prior to the effectiveness thereof.

Section 3.15           CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1             Satisfaction and Discharge of Indenture.

This Indenture shall, upon Company Request, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(a)           either

(i)    all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or

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discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or

(ii)   all such Securities not theretofore delivered to the Trustee for cancellation

(A)          have become due and payable, or

(B)           will become due and payable at their Stated Maturity within one year of the date of deposit, or

(C)           are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of Clause (ii) (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest (including any Additional Interest) to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(b)           the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(c)           the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Section 4.2             Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which such money or obligations have been deposited with or received by the Trustee.

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ARTICLE V

DEFAULT AND REMEDIES

Section 5.1             Events of Default.

“Event of Default”, wherever used herein with respect to the Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           default in the payment of any interest upon any Security of that series, including any Additional Interest in respect thereof, when it becomes due and payable, and continuance of such default for a period of 30 days (subject to the deferral of any due date in the case of an Extension Period); or

(b)           default in the payment of the principal of (or premium, if any, on) any Security of that series at its Stated Maturity, upon redemption by declaration or otherwise; or

(c)           default in the performance or breach, in any material respect, of any covenant of the Company in this Indenture (other than a covenant, a default in the performance of which is elsewhere in this Section 5.1 specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied; or

(d)           the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(e)           the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit for creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be

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adjudicated a bankrupt, or the taking of corporate action by the Company in furtherance of any such action; or

(f)            any other Event of Default provided with respect to Securities of that series.

Section 5.2             Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in Section 5.1(d) or 5.1(e)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to a SVB Trust, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series fail to declare the principal of all the Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the corresponding series of Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration such principal amount (or specified portion thereof) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable.  Payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable as herein provided.  If an Event of Default specified in Section 5.1(d) or 5.1(e) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if the Securities of that series are Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms of that series) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

(a)           the Company has paid or deposited with the Trustee a sum sufficient to pay:

(i)    all overdue installments of interest (including any Additional Interest) on all Securities of that series,

(ii)   the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities, and

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(iii)  all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(b)           all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of Securities of that series which has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

In the case of Securities of a series issued to a SVB Trust, the holders of a majority in aggregate Liquidation Amount of the related series of Preferred Securities issued by such SVB Trust shall also have the right to rescind and annul such declaration and its consequences by written notice to the Company and the Trustee subject to the satisfaction of the conditions set forth in Clauses (a) and (b) above of this Section 5.2.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.3             Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if:

(a)           default is made in the payment of any installment of interest (including any Additional Interest) on any Security when such interest becomes due and payable and such default continues for a period of 30 days (subject to the deferral of any due date in the case of an Extension Period), or

(b)           default is made in the payment of the principal of (and premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest (including any Additional Interest); and, in addition thereto, all amounts owing the Trustee under Section 6.7.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities, wherever situated.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any

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covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.4             Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,

(a)           the Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal (and premium, if any) or interest (including any Additional Interest)) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)    to file and prove a claim for the whole amount of principal (and premium, if any) and interest (including any Additional Interest) owing and unpaid in respect to the Securities and to file such other papers or documents as may be necessary or advisable and to take any and all actions as are authorized under the Trust Indenture Act in order to have the claims of the Holders and any predecessor to the Trustee under Section 6.7 allowed in any such judicial proceedings; and

(ii)   in particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same in accordance with Section 5.6; and

(b)           any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee for distribution in accordance with Section 5.6, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it and any predecessor Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section 5.5             Trustee May Enforce Claim Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought

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in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of all the amounts owing the Trustee and any predecessor Trustee under Section 6.7, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 5.6             Application of Money Collected.

Any money or property collected or to be applied by the Trustee with respect to a series of Securities pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal (or premium, if any) or interest (including any Additional Interest), upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section 6.7;

SECOND: Subject to Article XIII, to the payment of the amounts then due and unpaid upon such series of Securities for principal (and premium, if any) and interest (including any Additional Interest), in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such series of Securities for principal (and premium, if any) and interest (including any Additional Interest), respectively; and

THIRD: The balance, if any, to the Person or Persons entitled thereto.

Section 5.7             Limitation on Suits.

No Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless:

(a)           such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(b)           the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(c)           such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request:

(d)           the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

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(e)           no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Section 5.8Unconditional Right of Holders to Receive Principal Premium and Interest; Direct Action by Holders of Preferred Securities.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and (subject to Section 3.7) interest (including any Additional Interest) on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.  In the case of Securities of a series issued to a SVB Trust, if upon the occurrence and during the continuance of an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of such series to be immediately due and payable, any holder of the corresponding series of Preferred Securities issued by such SVB Trust, shall have the right, upon the occurrence and during the continuance of an Event of Default described in Section 5.1(a) or 5.1(b), to institute a suit directly against the Company for enforcement of payment to such holder of principal of (premium, if any) and (subject to Section 3.7) interest (including any Additional Interest) on the Securities having a principal amount equal to the aggregate Liquidation Amount of such Preferred Securities of the corresponding series held by such holder.

Section 5.9             Restoration of Rights and Remedies.

If the Trustee, any Holder or any holder of Preferred Securities has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee, such Holder or such holder of Preferred Securities, then and in every such case the Company, the Trustee, the Holders and such holder of Preferred Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, the Holders and the holders of Preferred Securities shall continue as though no such proceeding had been instituted.

Section 5.10           Rights and Remedies Cumulative.

Except as otherwise provided in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other

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right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11           Delay or Omission Not Waiver.

No delay or omission of the Trustee, any Holder of any Security or any holder of any Preferred Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.

Every right and remedy given by this Article or by law to the Trustee or to the Holders and the right and remedy given to the holders of Preferred Securities by Section 5.8 may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Holders or the holders of Preferred Securities, as the case may be.

Section 5.12           Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that:

(a)           such direction shall not be in conflict with any rule of law or with this Indenture.

(b)           the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(c)           subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.

Section 5.13           Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series and, in the case of any Securities of a series issued to a SVB Trust, the holders of Preferred Securities issued by such SVB Trust (as set forth in Section 9.2) may waive any past default hereunder and its consequences with respect to such series except a default:

(1)           in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security of such series, unless such default has

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been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by such acceleration has been deposited by the Trustee; or

(2)           in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Any such waiver shall be deemed to be on behalf of the Holders of all the Securities of such series or, in the case of a waiver by holders of Preferred Securities issued by such SVB Trust, by all holders of Preferred Securities issued by such SVB Trust.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.14           Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 16% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security on or after the respective Stated Maturities expressed in such Security.

Section 5.15           Waiver of Usury Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

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ARTICLE VI

THE TRUSTEE

Section 6.1             Certain Duties and Responsibilities.

(a)           Except during the continuance of an Event of Default;

(A)          the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this indenture against the Trustee; and

(B)           in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; provided, however that in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b)           In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(c)           No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct except that

(A)          this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

(B)           the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(C)           the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of Holders pursuant to Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series.

(d)           No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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(e)           Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1.

Section 6.2             Notice of Defaults.

Within 90 days after actual knowledge by a Responsible Officer of the Trustee of the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Securities Register, notice of such default, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of Securities of such series; and provided, further, that, in the case of any default of the character specified in Section 5.13, no such notice to Holders of Securities of such series shall be given until at least 30 days after the occurrence thereof.  For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 6.3             Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

(a)           the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, Security or other paper or document believed by it to be genuine and to have been signed or presented by the proper patty or parties;

(b)           any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c)           whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d)           the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)           the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this

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Indenture, unless such Holders, shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f)            the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, indenture, Security or other paper or document, but the Trustee in its discretion may make such inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(g)           the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 6.4             Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.  Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

Section 6.5             May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

Section 6.6             Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

Section 6.7             Compensation and Reimbursement.

The Company agrees

(a)           to pay to the Trustee from time to time compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time

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(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b)           to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, misconduct or bad faith; and

(c)           to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses and disbursements of its agents and counsel) incurred without negligence or bad faith, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.  This indemnification shall survive the termination of this Indenture.

To secure the Company’s payment obligations in this Section 6.7, the Company and the Holders agree that the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee.  Such lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(d) or (e) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any successor statute.

Section 6.8             Disqualification; Conflicting Interests.

The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act.  Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of said Section 310(b).

Section 6.9             Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be

(a)           a corporation organized and doing business under the laws of the United States of America or of any State or Territory or the District of Columbia, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority, or

(b)           a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Trustee pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers, and subject to

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supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section 6.9, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI.  Neither the Company nor any Person directly or indirectly controlling, controlled by or under common control with the Company shall serve as Trustee for the Securities of any series issued hereunder.

Section 6.10           Resignation and Removal; Appointment of Successor.

(a)           No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by !he” successor Trustee under Section 6.11.

(b)           The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company.  If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(c)           The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.

(d)           If at any time:

(i)    the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(ii)   the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(iii)  the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

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then, in any such case, (y) the Company, acting pursuant to the authority of a Board Resolution, may remove the Trustee with respect to all Securities, or (z) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(e)           If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee with respect to the Securities of that or those series.  If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy; a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security for at least six months may, subject to Section 5.14, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(f)            The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of such series as their names and addresses appear in the Securities Register.  Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Section 6.11           Acceptance of Appointment by Successor.

(a)           In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b)           In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an

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indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

(c)           Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section 6.11, as the case may be.

(d)           No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VI.

Section 6.12           Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to al I or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties hereto.  In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated, and in case any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor Trustee or in the name of such successor Trustee, and in all cases the certificate of

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authentication shall have the full force which it is provided anywhere in the Securities or in this Indenture that the certificate of the Trustee shall have.

Section 6.13           Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section 6.14           Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.5, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority.  If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.14 the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding, to all or substantially all of the corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to

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the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless eligible under the provision of this Section 6.14.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.

If an appointment with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities referred to in the within mentioned Indenture.

Dated:
	INSERT NAME OF TRUSTEE As Trustee
	By:
		As Authenticating Agent
	By:
		Authorized Officer

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1             Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee:

(a)           semi-annually, not more than 15 days after January 15 and July 15 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of January 1 and July 1 of such year, and

(b)           at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not

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more than 15 days prior to the time such list is furnished, excluding from any such list names and addresses received by the Trustee in its capacity as Securities Registrar.

Section 7.2             Preservation of Information, Communications to Holders.

(a)           The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Securities Registrar.  The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.

(b)           The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided in the Trust Indenture Act.

(c)           Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act.

Section 7.3             Reports by Trustee.

(a)           The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant thereto.

(b)           Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 15 in each calendar year, commencing with the first July 15 after the first issuance of Securities under this Indenture.

(c)           A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed and also with the Commission.  The Company will notify the Trustee when any Securities are listed on any stock exchange.

Section 7.4             Reports by Company.

The Company shall file with the Trustee and with the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is required to be filed with the Commission.  Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall continue to file with the Commission and provide

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the Trustee with the annual reports and the information, documents and other reports which are specified in Sections 13 and 15(d) of the Exchange Act.  The Company also shall comply with the other provisions of Trust Indenture Act Section 314(a).

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ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1             Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a)           in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

(b)           immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing;

(c)           the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and any such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee, subject to Section 6.1, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Section 8.2             Successor Corporation Substituted.

Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated.

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Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions.  All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1             Supplemental Indentures without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(a)           to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or

(b)           to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Company; or

(c)           to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; provided, however, that the form and terms of Securities of any series may be established by a Board Resolution, as set forth in the Officers’ Certificate delivered to the Trustee pursuant to Section 3.1, without entering into a supplemental indenture for all purposes hereunder; or

(d)           to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(e)           to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than

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all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

(f)            to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or

(g)           to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (g) shall not adversely affect the interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to a SVB Trust and for so long as any of the corresponding series of Preferred Securities issued by such SVB Trust shall remain outstanding, the holders of such Preferred Securities; or

(h)           to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or

(i)            to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

Section 9.2             Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

(a)           except to the extent permitted by Sections 3.11 or 3.14 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the deferral of the payment of interest on the Securities of any series or the shortening of the Stated Maturity of the Securities of any series, change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or reduce any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for

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the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(b)           reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(c)           modify any of the provisions of this Section, Section 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby; or

(d)           modify the provisions in Article XIII of this Indenture with respect to the subordination of Outstanding Securities of any series in a manner adverse to the Holders thereof;

provided, further, that, in the case of the Securities of a series issued to a SVB Trust, so long as any of the corresponding series of Preferred Securities issued by such SVB Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate Liquidation Amount of such Preferred Securities then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and, subject to Section 3.7, unpaid interest (including any Additional Interest) thereon have been paid in full and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Preferred Securities provided therein without the prior consent of the holders of each Preferred Security then outstanding unless and until the principal (and premium, if any) of the Securities of such series and all accrued and (subject to Section 3.7) unpaid interest (including any Additional Interest) thereon have been paid in full.

A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or Preferred Securities, or which modifies the rights of the Holders of Securities or holders of Preferred Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities or holders of Preferred Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 9.3             Execution of Supplemental Indentures.

In executing or accepting the additional series of Securities created by any supplemental indenture permitted by this Article or the modifications thereby of any series of Securities previously created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the

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execution of such supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent have been complied with.  The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.4             Effect of Consents; Effect of  Supplemental Indentures.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security.  However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of a Security if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective.

Upon the execution of any supplemental indenture under this Article IX or delivery to the Trustee of the Officers’ Certificate pursuant to Section 3.1 hereof (which Officers’ Certificate shall have the effect of a supplemental indenture for all purposes hereunder), this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.5             Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article IX: and every Officers’ Certificate delivered to the trustee pursuant to Section 3.1 hereof shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.6             Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX or delivery to the Trustee of the Officers’ Certificate pursuant to Section 3.1 hereof (which Officers’ Certificate shall have the effect of a supplemental indenture for all purposes hereunder) may, and shall if required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental indenture or such Officers’ Certificate.  If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Company, to any such supplemental indenture or such Officers’s Certificate may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

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ARTICLE X

COVENANTS

Section 10.1           Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of such Securities and this Indenture.

Section 10.2           Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities, an office or agency where Securities of that series may be presented or surrendered for payment and an office or agency where Securities of that series may be surrendered for transfer or exchange and when notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.  The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes.  The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency.  If at any time the Company shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes.  The Company will give prompt written notice to the Trustee of any such designation and any change in the location of any such office or agency.

Section 10.3           Money for Security Payments to be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its failure so to act.

Whenever the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m. New York time on each due date of the principal of or interest on any Securities, deposit with a

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Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal and premium (if any) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act.

The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.3, that such Paying Agent will:

(a)           hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b)           give the Trustee notice of any default by the Company (or any otter obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest:

(c)           at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and

(d)           comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment  thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the State of California, notice that such money remains unclaimed and that, after a date specified therein, which

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shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 10.4           Statement as to Compliance.

The Company shall deliver to the Trustee, within 120 days after the end of each calendar year of the Company ending after the date hereof, an Officers’ Certificate covering the preceding calendar year, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance, observance or fulfillment of or compliance with any of the terms, provisions, covenants and conditions of this Indenture, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.  For the purpose of this Section 10.4, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.

Section 10.5           Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any covenant or condition provided pursuant to Sections 3.1, 9.1(c), or 9.1(d) with respect to the Securities of any series, if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company in respect of any such covenant or condition shall remain in full force and effect.

Section 10.6           Additional Sums.

In the case of the Securities of a series issued to a SVB Trust, so long as no Event of Default has occurred and is continuing and except as otherwise specified as contemplated by Section 2.1 or Section 3.1, in the event that (i) such SVB Trust is the Holder of all of the Outstanding Securities of such series, (ii) a Tax Event in respect of such SVB Trust shall have occurred and be continuing and (iii) the Company shall not have (A) redeemed the Securities of such series pursuant to Section 11.7 or (B) terminated such SVB Trust pursuant to Section 9.2(b) of the related Trust Agreement, the Company shall pay to such SVB Trust (and its permitted successors or assigns under the related Trust Agreement) for so long as such SVB Trust (or its permitted successor or assignee) is the registered holder of any Securities of such series, such additional amounts as may be necessary in order that the amount of Distributions (including any Additional Amounts (as defined in such Trust Agreement)) then due and payable by such SVB Trust on the related Preferred Securities and Common Securities that at any time remain outstanding in accordance with the terms thereof shall not be reduced as a result of any Additional Taxes (the “Additional Sums”).  Whenever in this Indenture or the Securities there is a reference in any context to the payment of principal of or interest on the Securities, such mention shall be deemed to include mention of the payments of the Additional Sums provided for in this paragraph to the extent that, in such context.  Additional Sums are, were or would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Sums (if applicable) in any provisions hereof shall not

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be construed as excluding Additional Sums in those provisions hereof where such express mention is not made; provided, however, that the deferral of the payment of interest pursuant to Section 3.11 or the Securities shall not defer the payment of any Additional Sums that may be due and payable.

Section 10.7           Additional Covenants.

The Company covenants and agrees with each Holder of Securities of any series that it shall not, and it shall not permit any Subsidiary of the Company to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company’s capital stock (which includes common and preferred stock), (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank pari passu in all respects with or junior in interest to the Securities of such series or (c) make any guarantee payments with respect to any guarantee by the Company of debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (other than, in the case of clauses (a) through (c), (i) dividends or distributions in capital stock of the Company (which includes common and preferred stock), (ii) any declaration of a dividend in connection with the implementation of a rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) payments under the SVB Guarantee related to the Preferred Securities issued by the SVB Trust holding Securities of such series, and (iv) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers consultants or employees) or (d) redeem, purchase or acquire less than all of the Securities of such series or any of the Preferred Securities if at such time (x) there shall have occurred an Event of Default with respect to the Securities of such series, (y) if the Securities of such series are held by a SVB Trust, the Company shall be in default with respect to its payment of any obligations under the SVB Guarantee relating to the Preferred Securities issued by such SVB Trust, or (z) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

The Company also covenants with each Holder of Securities of a series issued to a SVB Trust (A) to maintain, directly or indirectly, 100% ownership of the Common Securities of such SVB Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company’s ownership of such Common Securities, (B) not to voluntarily terminate, wind-up or liquidate such SVB Trust, except upon prior approval of the federal regulators of the Company, if then so required under applicable guidelines or policies of such regulators, and except (1) in connection with a distribution of the Securities of such series to the holders of Trust Securities in liquidation of such SVB Trust or (2) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (C) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such SVB Trust to remain classified as a grantor trust and not an association taxable as a corporation for United States federal income tax purposes.

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ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.1           Applicability of This Article.

Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with such form of Security and this Article; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article, the provision of such form of Security shall govern.  Except as otherwise set forth in the form of Security for such series, each Security of such series shall be subject to partial redemption only in the amount of $25 or, in the case of the Securities of a series issued to a SVB Trust, $25, or integral multiples of $25 in excess thereof.

Section 11.2           Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution.  In case of any redemption at the election of the Company of less than all of the Securities of any particular series and having the same terms, the Company shall, not less than 30 nor more than 60 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such date and of the principal amount of Securities of that series to be redeemed.  In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing compliance with such restriction.

Section 11.3           Selection of Securities to be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the portion of the principal amount of any Security not redeemed shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.  If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

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The Trustee shall promptly notify the Company in writing of the Securities selected for partial redemption and the principal amount thereof to be redeemed.  For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.  If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption.

Section 11.4           Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later than the 30^th day, and not earlier than the 60^th day, prior to the Redemption Date, to each Holder of Securities to be redeemed, at the address of such Holder as it appears in the Securities Register.

With respect to Securities of each series to be redeemed, each notice of redemption shall state:

(a)           the Redemption Date;

(b)           the Redemption Price;

(c)           if less than all Outstanding Securities of such particular series and having the same terms are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed;

(d)           that on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion thereof, and that interest thereon, if any, shall cease to accrue on and after said date;

(e)           the place or places where such Securities are to be surrendered for payment of the Redemption Price; and

(f)            that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall not be irrevocable.  The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.  In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security.

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Section 11.5           Deposit of Redemption Price.

Prior to 12:00 noon, Eastern time on the Redemption Date specified in the notice of redemption given as provided in Section 11.4, the Company will deposit with the Trustee or with one or more Paying Agents (or if the Company is acting as its own Paying Agent, the Company will segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and any accrued interest (including Additional Interest) on, all the Securities which are to be redeemed on that date.

Section 11.6           Payment of Securities Called for Redemption.

If any notice of redemption has been given as provided in Section 11.4, the Securities or portion of Securities with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable Redemption Price.  On presentation and surrender of such Securities at a Place of Payment in said notice specified, the said securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable Redemption Price, together with accrued interest (including any Additional Interest) to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.7.

Upon presentation of any Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the portion of the Security not redeemed so presented and having the same Original Issue Date, Stated Maturity and terms.  If a Global Security is so surrendered, such new Security will also be a new Global Security.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal of and premium, if any, on such Security shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 11.7           Right of Redemption of Securities Initially Issued to a SVB Trust.

In the case of the Securities of a series initially issued to a SVB Trust, except as otherwise specified as contemplated by Section 3.1, the Company, at its option, may redeem such Securities (i) on or after the date five years after the Original Issue Date of such Securities, in whole at any time or in part from time to time, or (ii) upon the occurrence and during the continuation of a Tax Event, Investment Company Event, or Capital Treatment Event, at any time within 90 days following the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event in respect of such SVB Trust, in whole (but not in part), in each case at a Redemption Price equal to 100% of the principal amount thereof.

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ARTICLE XII

SINKING FUNDS

Section 12.1           Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.1 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of any Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any sinking fund payment in excess of such minimum amount which is permitted to be made by the terms of such Securities of any series is herein referred to as an “optional sinking fund payment”.  If provided for by the terms of any Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2.  Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of such Securities.

Section 12.2           Satisfaction of Sinking Fund Payments with Securities.

In lieu of making all or any part of a mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option, at any time no more than 16 months and no less than 30 days prior to the date on which such sinking fund payment is due, deliver to the Trustee Securities of such series (together with the unmatured coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired by the Company, except Securities of such series that have been redeemed through the application of mandatory or optional sinking fund payments pursuant to the terms of the Securities of such series, accompanied by a Company Order instructing the Trustee to credit such obligations and stating that the Securities of such series were originally issued by the Company by way of bona fide sale or other negotiation for value; provided that the Securities to be so credited have not been previously so credited.  The Securities to be so credited shall be received and credited for such purpose by the Trustee at the redemption price for such Securities, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.3           Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash in the currency in which the Securities of such series are payable (except as provided pursuant to Section 3.1) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered.  Such Officers’ Certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the

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cash payment or payments therein referred to, if any, on or before the succeeding sinking fund payment date.  In the case of the failure of the Company to deliver such Officers’ Certificate (or, as required by this Indenture, the Securities and coupons, if any, specified in such Officers’ Certificate), the sinking fund payment due on the succeeding sinking fund payment date for such series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of the Securities of such series subject to a mandatory sinking fund payment without the right to deliver or credit securities as provided in Section 12.2 and without the right to make the optional sinking fund payment with respect to such series at such time.

Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made with respect to the Securities of any particular series shall be applied by the Trustee (or by the Company if the Company is acting as its own Paying Agent) on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date immediately following the date of such payment) to the redemption of Securities of such series at the Redemption Price specified in such Securities with respect to the sinking fund.  Any sinking fund moneys not so applied or allocated by the Trustee (or, if the Company is acting as its own Paying, Agent, segregated and held in trust by the Company as provided in Section 10.3) for such series and together with such payment (or such amount so segregated) shall be applied in accordance with the provisions of this Section 12.3.  Any and all sinking fund moneys with respect to the Securities of any particular series held by the Trustee (or if the Company is acting as its own Paying Agent, segregated and held in trust as provided in Section 10.3) on the last sinking fund payment date with respect to Securities of such series and not held for the payment or redemption of particular Securities of such series shall be applied by the Trustee (or by the Company if the Company is acting as its own Paying Agent), together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity.  The Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4.  Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 11.6.  On or before each sinking fund payment date, the Company shall pay to the Trustee (or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as provided in Section 10.3) in cash a sum in the currency in which Securities of such series are “ payable (except as provided pursuant to Section 3.1) equal to the principal and any interest accrued to the Redemption Date for Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 12.3.

Neither the Trustee nor the Company shall redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund for such series during the continuance of a default in payment of interest, if any, on any Securities of such series or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to the Securities of such series, except that if the notice of redemption shall have been provided in accordance with the provisions hereof, the Trustee (or the Company, if the Company is then acting as its own Paying Agent) shall redeem such Securities if

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cash sufficient for that purpose shall be deposited with the Trustee (or segregated by the Company) for that purpose in accordance with the terms of this Article XII.  Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default, be held as security for the payment of the Securities and coupons, if any, of such series; provided, however, that in case such default or Event of Default shall have been cured or waived herein, such moneys shall thereafter be applied on the next sinking fund payment date for the Securities of such series on which such moneys may be applied pursuant to the provisions of this Section 12.3.

ARTICLE XIII

SUBORDINATION OF SECURITIES

Section 13.1           Securities Subordinate to Senior Debt.

The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article XIII, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all amounts then due and payable in respect of all Senior Debt.

Section 13.2           Payment Over of Proceeds Upon Dissolution, Etc.

In the event of any liquidation, dissolution, winding up, receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, marshaling of assets, or other similar proceedings relative to the Company (each such event, if any, herein sometimes referred to as a “Proceeding”), or upon any payment by the Company, or any distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any given Proceeding, then the holders of Senior Debt shall be entitled to receive payment in full in cash of Allocable Amounts of such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding.

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In the event that, notwithstanding the foregoing provisions of this Section 13.2, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Senior Debt are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Allocable Amounts of all Senior Debt remaining unpaid, to the extent necessary to pay all Allocable Amounts of all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

For purposes of this Article XIII only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to at least the same extent as the Securities are so subordinated as provided in this Article XIII; provided that (1) the Senior Debt is assumed by the new corporation, if any, resulting from any reorganization or readjustment and (2) the rights of the holders of Senior Debt are not, without the consent of such holders, altered by such reorganization or readjustment.  The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article VIII shall not be deemed a Proceeding for the purposes of this Section 13.2 if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance, transfer or lease comply with the conditions set forth in Article VIII.

Section 13.3           Prior Payment to Senior Debt Upon Acceleration of Securities.

In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all Allocable Amounts due on or in respect of such Senior Debt (including any amounts due upon acceleration), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) by the Company on account of the principal of (or premium, if any) or interest (including any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary; provided however, that nothing in this Section 13.3 shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by

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Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 13.3, then and in such event such payment shall be paid over and delivered forthwith to the Company.

The provisions of this Section 13.3 shall not apply to any payment with respect to which Section 13.2 would be applicable.

Section 13.4           No Payment When Senior Debt in Default.

(a)           In the event and during the continuation of any default (beyond any applicable grace periods prescribed in the instrument evidencing such Senior Debt) in the payment of principal of, (or premium, if any) or interest on any Senior Debt, or (b) in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing that permits the holders of such Senior Debt to cause such Senior Debt to be declared or become due and payable prior to the date on which it would otherwise have become due and payable and the Trustee receives a notice of the default from a Representative or holder of Senior Debt or the Company, in the case of (a) and (b), unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary, in each case unless and until all Allocable Amounts of such Senior Debt are paid in full; provided, however, that nothing in this Section 13.4 shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon redemption or otherwise) prior to such default in payment or event of default.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section 13.4, then and in such event such payment shall be paid over and delivered forthwith to the Company.

The provisions of this Section 13.4 shall not apply to any payment with respect to which Section 13.2 would be applicable.

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Section 13.5           Payment Permitted If No Default.

Nothing contained in this Article XIII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any Proceeding referred to in Section 13.2 or under the conditions described in Sections 13.3 and 13.4, from making payments at any time of principal of (and premium, if any) or interest (including Additional Interest) on the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest (including any Additional Interest) on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article XIII.

Section 13.6           Subrogation to Rights of Holders of Senior Debt.

Subject to the payment in full of all amounts due or to become due on all Senior Debt, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article XIII (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to Senior Debt of the Company to substantially the same extent as the Securities are subordinated to the Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Debt) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the principal of (and premium, if any) and interest on the Securities shall be paid in full.  For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments pursuant to the provisions of this Article XIII to the holders of Senior Debt by Holders of the Securities or the Trustee shall, as among the Company, its creditors other than holders of Senior Debt, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Debt.

Section 13.7           Provisions Solely to Define Relative Rights.

The provisions of this Article XIII are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Debt on the other hand.  Nothing contained in this Article XIII or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the Holders of the Securities, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terns; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in relation to the holders of Senior Debt; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture including, without limitation, filing and voting claims in any

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Proceeding, subject to the rights, if any, under this Article XIII of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

Section 13.8           Trustee to Effectuate Subordination.

Each Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in this Article XIII and appoints the Trustee his or her attorney-in-fact for any and all such purposes.

Section 13.9           No Waiver of Subordination Provisions.

No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the immediately preceding paragraph, the holders of Senior Debt may, at any time and from to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d) exercise or refrain from exercising any rights against the Company and any other Person.

Section 13.10         Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities.  Notwithstanding the provisions of this Article XIII or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor, provided, however, that if the Trustee shall not have received the notice provided for in this Section 13.10 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and

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to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor).  In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 13.11         Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Company referred to in this Article XIII, the Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XIII.

Section 13.12         Trustee Not Fiduciary for Holders of Senior Debt.

The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise.

Section 13.13         Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.

The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XIII with respect to any Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

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Section 13.14         Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article XIII shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article XIII in addition to or in place of the Trustee.

Section 13.15         Certain Conversions or Exchanges Deemed Payment.

For the purposes of this Article XIII only, (a) the issuance and delivery of junior securities upon conversion or exchange of Securities shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest (including any Additional Interest) on Securities or on account of the purchase or other acquisition of Securities, and (b) the payment, issuance or delivery of cash, property or securities (other than junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment on account of the principal of such security.  For the purposes of this Section 13.15, the term “junior securities” means (i) shares of any stock of any class of the Company and (ii) securities of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article XIII.

* * * *

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the pasties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year fast above written.

	SILICON VALLEY BANCSHARES
	By:
	Name:
	Title:
Attest:
By:
Name:
Its:
	WILMINGTON TRUST COMPANY,
	as Trustee
	By:
	Its:
Attest:
By:
Its:

EX-4.2

EXHIBIT 4.2

[Face of Security]

This Junior Subordinated Debenture is a Global Certificate within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company (the “Depositary”) or a nominee of the Depositary.  This Junior Subordinated Debenture is exchangeable for Junior Subordinated Debentures registered in the name of a person other than the Depositary or its nominee only in the circumstances described in the Indenture and no transfer of this Junior Subordinated Debenture (other than a transfer of this Junior Subordinated Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances.

Unless this Junior Subordinated Debenture is presented by an authorized representative of the Depositary (55 Water Street, New York) to Silicon Valley Bancshares or its agent for registration of transfer, exchange or payment, and any Junior Subordinated Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

SILICON VALLEY BANCSHARES

___% JUNIOR SUBORDINATED DEFERRABLE
INTEREST DEBENTURE DUE __________ __, 20__

CUSIP No.: __________

Registered No. ___ Principal Amount: $__________

Silicon Valley Bancshares, a corporation organized and existing under the laws of Delaware (hereinafter called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Property Trustee of SVB Capital II, a Delaware statutory trust, for the benefit of Cede & Co., as the nominee of The Depositary Trust Company and the registered owner of this Debenture, the principal sum of $__________ on __________ __, 20__; provided, that the Company may shorten the Stated Maturity of the principal of this Security to a date not earlier than __________ __, 20__.  The Company further promises to pay interest on said principal sum from the date of original issuance or from the most recent interest payment date (each such date, an “Interest Payment Date”) on which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on the ___ day of _____, _____, _____ and ______ of each year commencing __________ __, 20__ at the rate of ___% per annum, until the principal hereof shall have become due and payable, plus Additional Interest, if any, until the

principal hereof is paid or duly provided for or made available for payment and on any overdue principal and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the rate of ___% per annum, compounded quarterly.  The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year.  The amount of interest payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months.  In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date the payment was originally payable.  A “Business Day” shall mean any day other than a Saturday or Sunday or a day on which banking institutions in the State of California are authorized or required by law or executive order to remain closed or on a day on which the Corporate Trust Office of the Trustee, or the principal office of the Property Trustee under the Trust Agreement (hereinafter referred to) is closed for business.  The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment, which shall be the next Business Day preceding such Interest Payment Date.  Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of this Security to defer payment of interest on this Security, at any time or from time to time, for up to 20 consecutive quarterly interest payment periods with respect to each deferral period (each an “Extension Period”), (during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to the extent permitted by applicable law)); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock), (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company (including Securities issued by the Company pursuant to the Indenture other than the Securities represented by this certificate) that ranks pari passu with or junior in interest to this Security, (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiaries of the Company

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(if such guarantee ranks pari passu in all respects with or junior in interest to this Security) (other than, with respect to the foregoing clauses (i) through (iii), (a) dividends or distributions in capital stock of the Company (which includes common and preferred stock), (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Silicon Valley Bancshares Guarantee related to the Trust Preferred Securities issued by SVB Capital II, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers or employees) or (iv) redeem, purchase or acquire less than all of the Securities represented by this certificate or any of the Preferred Securities.  Prior to the termination of any such Extension Period, the Company may further extend such Extension Period, provided that such extension does not cause such Extension Period to exceed 20 consecutive interest payment periods or to extend beyond the Stated Maturity.  Upon the termination of any such Extension Period and upon the payment of all amounts then due on any Interest Payment Date, and subject to the foregoing limitation, the Company may elect to begin a new Extension Period.  No interest shall be due and payable during an Extension Period except at the end thereof.  The Company shall give the Trustee, the Property Trustee and the Administrative Trustees of SVB Capital II notice of its election to begin any Extension Period at least one Business Day prior to the earlier of (i) the date on which Distributions on the Trust Preferred Securities would be payable except for the election to begin such Extension Period, (ii) the date the Administrative Trustees are required to give notice to the New York Stock Exchange, the Nasdaq National Market or other applicable stock exchange or automated quotation system on which the Preferred Securities are then listed or quoted or to holders of such Preferred Securities of the record date, or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date.  The Trustee shall give notice of the Company’s election to begin a new Extension Period to the holders of the Preferred Securities.  There is no limitation on the number of times that the Company may elect to begin an Extension Period.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee or at the office of such paying agent or paying agents as the Company may designate from time to time, maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the person entitled thereto as such address shall appear in the Securities Register of (ii) by transfer to an account maintained by the person entitled thereto, in immediately available funds, at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register.

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, unsecured and will rank junior and subordinate and subject in right of payments to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto.  Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided, and (c) appoints the Trustee his attorney-in-fact for any and all such purposes.  Each Holder hereof, by his acceptance

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hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior and Subordinated Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Security is not a savings account or deposit or other obligation of a bank and is not insured by the Federal Deposit Insurance Corporation, by any other governmental agency, or otherwise.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

	SILICON VALLEY BANCSHARES
	By:
	Name:
	Title:
Attest:
By:
Name:
Title:

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This is one of the Securities referred to in the within mentioned Indenture.

Dated:
	WILMINGTON TRUST COMPANY,
	as Trustee
	By:
		Authorized Officer

[Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of __________ __, 20__ (herein called the “Indenture”), between the Company and Wilmington Trust Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $__________.

All terms used in this Security that are defined in the Indenture and in the Amended and Restated Trust Agreement, dated as of __________ __, 20__, as amended (the “Trust Agreement”), for SVB Capital II among Silicon Valley Bancshares, as Depositor, and the Trustees named therein, shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be.

The Company may at any time, at its option, on or after __________ __, 20__, and subject to the terms and conditions of Article XI of the Indenture, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, redeem this Security in whole at any time or in part from time to time, without premium or penalty, at a redemption price equal to the accrued and unpaid interest on the Security so redeemed to the Redemption Date, plus 100% of the principal amount thereof.

Upon the occurrence and during the continuation of a Tax Event, Investment Company Event or Capital Treatment Event, the Company may, at its option, and subject to the Company having received any necessary regulatory approval to do so if then required under applicable capital guidelines or policies, at any time within 90 days of the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event redeem this Security, in whole but not in part, subject to the provisions of Section 11.7 and the other provisions of Article XI of the Indenture, at a redemption price equal to the accrued and unpaid interest on the Security so redeemed to the Redemption Date, plus 100% of the principal amount thereof.

In the event of redemption of this Security in part only, a new Security or Securities of this series for the portion hereof not redeemed will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with

the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture.  The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), provided that, in the case of the Securities of this series issued to Cede & Co. for the benefit of SVB Capital II, if upon the occurrence and during the continuance of an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series fails to declare the principal of all the Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred Securities then outstanding shall have such right by a notice in writing to the Company and the Trustee; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 10.2 of the Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.  No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

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Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Securities of this series are issuable only in registered form without coupons in denominations of minimum denominations of $25 and any integral multiples of $25 in excess thereof.  As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of such series of a different authorized denomination, as requested by the Holder surrendering the same.

The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes, each of the aforementioned persons shall treat this Security as indebtedness.

THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

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EX-4.3

EXHIBIT 4.3

CERTIFICATE OF TRUST

OF

SVB CAPITAL II

THIS Certificate of Trust of SVB CAPITAL II (the “Trust”) is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. §3801 et seq.) (the “Act”).

1.             Name.  The name of the statutory trust formed hereby is SVB CAPITAL II.

2.             Delaware Trustee.  The name and business address of the trustee of the Trust in the State of Delaware is 1100 North Market Street, Wilmington, Delaware 19890.

3.             Effective Date.  This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a) of the Act.

Wilmington Trust Company,
as Trustee
By:	/s/ Kathleen A. Pendelini
Name: Kathleen A. Pendelini
Title: Financial Services Officer
/s/ Lauren Friedman
Name: Lauren Friedman,
as Administrative Trustee
/s/ Paulette Mehas
Name: Paulette Mehas,
as Administrative Trustee
/s/ Donal D. Delaney
Name: Donal D. Delaney,
as Administrative Trustee

EX-4.4

EXHIBIT 4.4

TRUST AGREEMENT

This TRUST AGREEMENT, dated as of September 11, 2003 (this “Trust Agreement”), among (i) Silicon Valley Bancshares, a Delaware corporation (the “Depositor”), (ii) Wilmington Trust Company, as trustee (the “Delaware Trustee”), and (iii) Lauren Friedman, Paulette Mehas and Donal D. Delaney, each an individual, as trustees (the “Administrative Trustees” and, together with the Delaware Trustee, the “Trustees”).  The Depositor and the Trustees hereby agree as follows:

1.     The trust created hereby (the “Trust”) shall be known as “SVB Capital II” in which name the Trustees, or the Depositor to the extent provided herein, may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued.

2.     The Depositor hereby assigns, transfers, conveys and sets over to the Trustees the sum of Ten Dollars ($10.00).  The Trustees hereby acknowledge receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate.  The Trustees hereby declare that they will hold the trust estate in trust for the Depositor.  It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.  Section 3801, et seq. (the “Statutory Trust Act”), and that this document constitutes the governing instrument of the Trust.  The parties hereto hereby ratify the Trustees’ filing of a Certificate of Trust with the Delaware Secretary of State under the name “SVB Capital II.”

3.     The Depositor and the Trustees will enter into an amended and restated Trust Agreement, satisfactory to each such party and substantially in the form included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Trust Preferred Securities and Common Securities referred to therein.  Prior to the execution and delivery of such amended and restated Trust Agreement, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise.

4.     The Depositor and the Trustees hereby authorize and direct the Depositor, as the sponsor of the Trust, (a) to file with the Securities and Exchange Commission (the “Commission”) and execute, in each case on behalf of the Trust, (i) the Registration Statement on Form S-3, including any pre-effective or post-effective amendments to the 1933 Act Registration Statement, relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Trust Preferred Securities of the Trust and possibly certain other securities, and any registration statement for the same offering covered by such Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act (collectively, the “1933 Act Registration Statement”) and (ii) if required, a Registration Statement on Form 8-A (the “1934 Act Registration Statement”) (including all pre-effective and post-effective amendments thereto) relating to the registration of the Trust Preferred Securities of the Trust under the Securities Exchange Act of 1934, as amended; (b) to file with the Nasdaq National Market or a national stock

exchange (each, an “Exchange”) and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Trust Preferred Securities to be listed on any of the Exchanges; (c) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register the Trust Preferred Securities under the securities or blue sky laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; and (d) to execute on behalf of the Trust that certain Underwriting Agreement relating to the Trust Preferred Securities, among the Trust, the Depositor and the Underwriters named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement.  In the event that any filing referred to in clauses (a), (b) and (c) above is required by the rules and regulations of the Commission, an Exchange or state securities or blue sky laws to be executed on behalf of the Trust by one or more of the Trustees, each of the Trustees, in such Trustee’s capacity as a trustee of the Trust, is hereby authorized and, to the extent so required, directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Delaware Trustee in its capacity as a trustee of the Trust shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the Exchange or state securities or blue sky laws.  In connection with the filings referred to above, the Depositor and Lauren Friedman, Paulette Mehas and Donal D. Delaney, each as Trustees and not in their individual capacities, hereby constitutes and appoints Lauren Friedman, Paulette Mehas and Donal D. Delaney, and each of them, as the Depositor’s or such Trustee’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or such Trustee or in the Depositor’s or such Trustee’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement (if required) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, the Exchange and administrators of the state securities or blue sky laws, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as the Depositor or such Trustee might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

5.     This Trust Agreement may be executed in one or more counterparts.

6.     The number of Trustees initially shall be four (4) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or decrease the number of Trustees; provided, however, that to the extent required by the StatutoryTrust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable Delaware law Subject to the foregoing, the Depositor is entitled to appoint or remove without cause any Trustee at any time.  The Trustees may resign upon thirty (30) days’ prior notice to the Depositor.

7.     This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws of principles).

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8.     The Trust may be dissolved and terminated before the issuance of the Trust’s Trust Preferred Securities at the election of the Depositor.

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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed as of the day and year first above written.

SILICON VALLEY BANCSHARES
as Depositor
By:	/s/ Lauren Friedman
Name:			Lauren Friedman
Title:		Chief Financial Officer
WILMINGTON TRUST COMPANY
as Trustee
By:	/s/ Kathleen A. Pendelini
Name:			Kathleen A. Pendelini
Title:		Financial Services Officer
By:	/s/ Lauren Friedman
Lauren Friedman, as Administrative
Trustee
By:	/s/ Paulette Mehas
Paulette Mehas, as Administrative Trustee
By:	/s/ Donal D. Delaney
Donal D. Delaney, as Administrative
Trustee

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EX-4.5

EXHIBIT 4.5

AMENDED AND RESTATED TRUST AGREEMENT

among

Silicon Valley Bancshares, as Depositor,

Wilmington Trust Company,

as Property Trustee,

Wilmington Trust Company,

as Delaware Trustee,

and

The Administrative Trustees Named Herein

Dated as of ____________, 2003

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINED TERMS		1
Section 1.1.	Definitions	1
ARTICLE II. ESTABLISHMENT OF THE TRUST SECTION		10
Section 2.1.	Name	10
Section 2.2.	Office of the Delaware Trustee; Principal Place of Business	11
Section 2.3.	Initial Contribution of Trust Property; Organizational Expenses	11
Section 2.4.	Issuance of the Preferred Securities	11
Section 2.5.	Issuance of the Common Securities; Subscription and Purchase of Debentures	11
Section 2.6.	Declaration of Trust	12
Section 2.7.	Authorization to Enter into Certain Transactions	12
Section 2.8.	Assets of Trust	15
Section 2.9.	Title to Trust Property	15
ARTICLE III. PAYMENT ACCOUNT		16
Section 3.1.	Payment Account	16
ARTICLE IV. DISTRIBUTIONS; REDEMPTION		16
Section 4.1.	Distributions	16
Section 4.2.	Redemption	17
Section 4.3.	Subordination of Common Securities	19
Section 4.4.	Payment Procedures	19
Section 4.5.	Tax Returns and Reports	20
Section 4.6.	Payment of Taxes, Duties, Etc. of the Trust	20
Section 4.7.	Payments under Indenture or Pursuant to Direct Actions	20
ARTICLE V. TRUST SECURITIES CERTIFICATES		20
Section 5.1.	Initial Ownership	20
Section 5.2.	The Trust Securities Certificates	20
Section 5.3.	Execution and Delivery of Trust Securities Certificates	21
Section 5.4.	Registration of Transfer and Exchange of Preferred Securities Certificates	21
Section 5.5.	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates	22
Section 5.6.	Persons Deemed Securityholders	22
Section 5.7.	Access to List of Securityholders’ Names and Addresses	22
Section 5.8.	Maintenance of Office or Agency	23
Section 5.9.	Appointment of Paying Agent	23
Section 5.10.	Ownership of Common Securities by Depositor	24

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Section 5.11.	Book Entry Preferred Securities Certificates; Common Securities Certificate	24
Section 5.12.	Notices to Clearing Agency	25
Section 5.13.	Definitive Preferred Securities Certificates	25
Section 5.14.	Rights of Securityholders	25
ARTICLE VI. ACTS OF SECURITYHOLDERS; MEETINGS, VOTING		27
Section 6.1.	Limitations on Voting Rights	27
Section 6.2.	Notice of Meetings	28
Section 6.3.	Meetings of Preferred Securityholders	29
Section 6.4.	Voting Rights	29
Section 6.5.	Proxies, etc.	29
Section 6.6.	Securityholder Action by Written Consent	29
Section 6.7.	Record Date for Voting and Other Purposes	30
Section 6.8.	Acts of Securityholders	30
Section 6.9.	Inspection of Records	31
ARTICLE VII. REPRESENTATIONS AND WARRANTIES		31
Section 7.1.	Representations and Warranties of the Bank	31
Section 7.2.	Representations and Warranties of Depositor	32
ARTICLE VIII. THE TRUSTEES		33
Section 8.1.	Certain Duties and Responsibilities	33
Section 8.2.	Certain Notices	34
Section 8.3.	Certain Rights of Property Trustee	34
Section 8.4.	Not Responsible for Recitals or Issuance of Securities	36
Section 8.5.	May Hold Securities	36
Section 8.6.	Compensation; Indemnity; Fees	37
Section 8.7.	Corporate Property Trustee Required; Eligibility of Trustees	38
Section 8.8.	Conflicting Interests	38
Section 8.9.	Co-Trustees and Separate Trustee	38
Section 8.10.	Resignation and Removal; Appointment of Successor	40
Section 8.11.	Acceptance of Appointment by Successor	41
Section 8.12.	Merger, Conversion, Consolidation or Succession to Business	42
Section 8.13.	Preferential Collection of Claims Against Depositor or Trust	42
Section 8.14.	Reports by Property Trustee	43
Section 8.15.	Reports to the Property Trustee	43
Section 8.16.	Evidence of Compliance with Conditions Precedent	43
Section 8.17.	Number of Trustees	44
Section 8.18.	Delegation of Power	44
Section 8.19.	Voting	44
ARTICLE IX. DISSOLUTION, LIQUIDATION AND MERGER		45
Section 9.1.	Dissolution Upon Expiration Date	45
Section 9.2.	Early Dissolution	45

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Section 9.3.	Dissolution	45
Section 9.4.	Liquidation	45
Section 9.5.	Mergers, Consolidations, Amalgamations or Replacements of the Trust	47
ARTICLE X. MISCELLANEOUS PROVISIONS		48
Section 10.1.	Limitation of Rights of Securityholders	48
Section 10.2.	Amendment	48
Section 10.3.	Counterparts	49
Section 10.4.	Separability	49
Section 10.5.	Governing Law	50
Section 10.6.	Payments Due on Non-Business Day	50
Section 10.7.	Successors	50
Section 10.8.	Headings	50
Section 10.9.	Reports, Notices and Demands	50
Section 10.10.	Agreement Not to Petition	51
Section 10.11.	Trust Indenture Act; Conflict with Trust Indenture Act	51
Section 10.12.	Acceptance of Terms of Trust Agreement, Guarantee and Indenture	52
Exhibit A	Certificate of Trust
Exhibit B	Form of Common Securities Certificate
Exhibit C	Form of Agreement as to Expenses and Liabilities
Exhibit D	Form of Preferred Securities Certificate

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SVB CAPITAL II

SVB CAPITAL II

Certain Sections of this Trust Agreement relating to

Sections 310 through 318 of the

Trust Indenture Act of 1939:

	Trust Indenture Act Section	Trust Agreement Section
§310	(a) (1)	8.7
	(a) (2)	8.7
	(a) (3)	8.7, 8.9
	(a) (4)	2.7 (a) (ii)
	(b)	8.8
§311	(a)	8.13
	(b)	8.13
	(c)	Not Applicable
§312	(a)	5.7
	(b)	5.7
	(c)	5.7
§313	(a)	8.14 (a)
	(b)	8.14 (b)
	(c)	10.9
	(d)	8.14 (c)
§314	(a)	8.15
	(b)	Not Applicable
	(c) (1)	8.16
	(c) (2)	8.16
	(c) (3)	Not Applicable
	(d)	Not Applicable
	(e)	1.1, 8.16
§315	(a)	8.1 (a), 8.3 (a)
	(b)	8.2. 10.9
	(c)	8.1 (a)
	(d)	8.1, 8.3
	(e)	Not Applicable
§316	(a)	1.1, 6.1(b)
	(a) (1) (A)	6.1(b)
	(a) (1) (B)	6.1(b), 5.14
	(a) (2)	Not Applicable
	(b)	5.14
	(c)	6.7
§317	(a) (1)	Not Applicable
	(a) (2)	8.13
	(b)	5.9
§318	(a)	10.11

Note:  This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Trust Agreement.

AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of ____________, 2003, among (i) Silicon Valley Bancshares, a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) Wilmington Trust Company, as property trustee, (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Wilmington Trust Company, as Delaware trustee (the “Delaware Trustee”), (iv) Lauren Friedman, an individual, Paulette Mehas, an individual, and Donal D. Delaney, an individual, each of whose address is c/o Silicon Valley Bancshares, 3003 Tasman Drive, Santa Clara, California, 95054 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees are referred to collectively herein as the “Trustees”) and (v) the several Holders, as hereinafter defined.

WITNESSETH

WHEREAS, the Depositor, the Delaware Trustee and each of the Administrative Trustees, have heretofore duly declared and established a statutory trust pursuant to the Delaware Statutory Trust Act by the entering into that certain Trust Agreement, dated as of September 11, 2003 (the “Original Trust Agreement”), and by the execution and filing by the Administrative Trustees and the Delaware Trustee with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on September 11, 2003, attached as Exhibit A; and

WHEREAS , the parties desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, among other things, (a) the issuance of the Common Securities by the Trust to the Depositor, (b) the issuance and sale of the Preferred Securities by the Trust pursuant to the Underwriting Agreement, (c) the acquisition by the Trust from the Depositor of all of the right, title and interest in the Debentures and (d) the appointment of the Property Trustee;

NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Securityholders, hereby agrees as follows:

ARTICLE I.

DEFINED TERMS

Section 1.1.           Definitions.

For all purposes of this Trust Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)           the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b)           all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c)           unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Trust Agreement;

(d)           the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or other subdivision; and

(e)           all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles which are generally accepted at the date or time of such computation: provided, that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company.

“Act” has the meaning specified in Section 6.8.

“Additional Amount” means, with respect to Trust Securities of a given Liquidation Amount and/or a given period, the amount of Additional Interest (as defined in the Indenture) paid by the Depositor on a Like Amount of Debentures for such period.

“Additional Sums” has the meaning specified in Section 10.6 of the Indenture.

“Administrative Trustee” means each of the Persons identified as an “Administrative Trustee” in the preamble to this Trust Agreement solely in such Person’s capacity as Administrative Trustee of the Trust created and continued hereunder and not in such Person’s individual capacity, or such Administrative Trustee’s successor in interest in such capacity, or any successor trustee appointed as herein provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Bank” has the meaning specified in the preamble to this Trust Agreement.

“Bankruptcy Event” means, with respect to any Person:

(a)           the entry of a decree or order by a court having jurisdiction in the premises judging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication or composition of or in respect of such Person under any applicable Bankruptcy Law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(b)           the institution by such Person of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any

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applicable Bankruptcy Law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or similar official) of such Person or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt, or the taking of corporate action by such Person in furtherance of any such action.

“Bankruptcy Law” means any Federal or state bankruptcy, insolvency, reorganization or similar law.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Depositor to have been duly adopted by the Depositor’s Board of Directors, or such committee of the Board of Directors or officers of the Depositor to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the appropriate Trustees.

“Book-Entry Preferred Securities Certificates” means a beneficial interest in the Preferred Securities Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11.

“Business Day” means a day other than (a) a Saturday or Sunday, (b) a day on which banking institutions in the State of California are authorized or required by law or executive order to remain closed, or (c) a day on which the Property Trustee’s Corporate Trust Office or the Corporate Trust Office of the Debenture Trustee is closed for business.

“Capital Treatment Event” means, the reasonable determination by the Depositor that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or such prospective change, pronouncement or decision is announced on or after the original issuance of the Preferred Securities, there is more than an insubstantial risk that the Depositor will not be entitled to treat the Preferred Securities (or any substantial portion thereof) as “Tier I Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the primary federal regulator of the Depositor, as then in effect and applicable to the Depositor.

“Certificate Depository Agreement” means the agreement among the Trust, the Depositor and The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to the Preferred Securities Certificates, as the same may be amended and supplemented from time to time.

“Certificate of Trust” means the certificate of trust filed with the Secretary of State of the State of Delaware with respect to the Trust, as amended or restated from time to time.

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“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.  The Depository Trust Company will act as the initial Clearing Agency hereunder.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means the date of execution and delivery of this Trust Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Common Securities Certificate” means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit B.

“Common Security” means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of $25 and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Common Securityholder” means the Securityholder holding the Common Security.

“Corporate Trust Office” means (i) when used with respect to the Property Trustee, Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, and (ii) when used with respect to the Debenture Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

“Debenture Event of Default” means an “Event of Default” as defined in the Indenture.

“Debenture Redemption Date” means, with respect to any Debentures to be redeemed under the Indenture, the date fixed for redemption under the Indenture.

“Debenture Tax Event” means a “Tax Event” as defined in the Indenture.

“Debenture Trustee” means Wilmington Trust Company and any successor thereto, as trustee under the Indenture.

“Debentures” means the aggregate principal amount of the Depositor’s __% Junior Subordinated Deferrable Interest Debentures, issued pursuant to the Indenture.

“Definitive Preferred Securities Certificates” means either or both (as the context requires) of (a) Preferred Securities Certificates issued as Book-Entry Preferred Securities Certificate as

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provided in Section 5.11(a) and (b) Preferred Securities Certificates issued in certificated, fully registered form as provided in Section 5.13.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. (§) 3801, et seq., as it may be amended from time to time.

“Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to this Trust Agreement solely in its capacity as Delaware Trustee of the Trust created and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or .any successor trustee appointed as herein provided.

“Depositor” has the meaning specified in the preamble to this Trust Agreement.

“Distribution Date” has the meaning specified in Section 4.1(a).

“Distributions” means amounts payable in respect of the Trust Securities as provided in Section 4.1.

“Early Dissolution Event” has the meaning specified in Section 9.2.

“Event of Default” means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)           the occurrence of a Debenture Event of Default; or

(b)           default by the Trust in the payment of any Distribution when it becomes due and payable, and continuation of such default for a period of 30 days (subject to the Depositor exercising its right to defer the payment of interest on the Debentures pursuant to Section 3.11 of the Indenture); or

(c)           default by the Trust in the payment of any Redemption Price of any Trust Security when it becomes due and payable; or

(d)           default in the performance or breach, in any material respect, of any covenant or warranty of the Property Trustee in this Trust Agreement (other than a covenant or warranty a default in the performance or breach of which is dealt with in clause (b) or (c) above) and continuation of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the defaulting Property Trustee and the Trust by the Holders of at least 25% in aggregate liquidation preference of the Outstanding Preferred Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e)           the occurrence of a Bankruptcy Event with respect to the Property Trustee and the failure by the Depositor to appoint a successor Property Trustee within 60 days thereof.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expense Agreement” means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit C, as amended from time to time.

“Expiration Date” has the meaning specified in Section 9.1.

“Guarantee” means the Guarantee Agreement, dated as of ____________, 2003, executed and delivered by the Depositor and Wilmington Trust Company, as trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the holders of the Preferred Securities, as amended from time to time.

“Holder” means a Securityholder.

“Indenture” means the Junior Subordinated Indenture, dated as of ____________, 2003, between the Depositor and the Debenture Trustee, as trustee, as amended or supplemented from time to time.

“Investment Company Event” means the receipt by the Depositor and the Trust of an Opinion of Counsel experienced in such matters to the effect that, as a result of a change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or will be considered an “investment company” that is required to be registered under the 1940 Act, which change becomes effective on or after the date or original issuance of the Preferred Securities under this Trust Agreement.

“Lien” means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse, ownership interest, adverse claim, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever.

“Like Amount” means (a) with respect to a redemption of Trust Securities, Trust Securities having a Liquidation Amount equal to the principal amount of Debentures to be contemporaneously redeemed in accordance with the Indenture, allocated to the Common Securities and the Preferred Securities based upon the relative Liquidation Amounts of such classes and the proceeds of which will be used to pay the Redemption Price of such Trust Securities, and (b) with respect to a distribution of Debentures to Holders of Trust Securities in connection with a dissolution or liquidation of the Trust, Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Debentures are distributed.

“Liquidation Amount” means the stated amount of $25 per Trust Security.

“Liquidation Date” means the date on which Debentures are to be distributed to Holders of Trust Securities in connection with a dissolution and liquidation of the Trust pursuant to Section 9.4(a).

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“Liquidation Distribution” has the meaning specified in Section 9.4(d).

“1940 Act” means the Investment Company Act of 1940, as amended.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the Chief Executive Officer, the President or a Vice President, and by the Chief Financial Officer, Treasurer, the Secretary or an Assistant Secretary of the Depositor, and delivered to the appropriate Trustee.  One of the officers signing an Officers’ Certificate given pursuant to Section 8.16 shall be the principal executive, financial or accounting officer of the Depositor.  Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Trust Agreement shall include:

(a)           a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b)           a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c)           a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)           a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Trust, the Property Trustee, the Delaware Trustee or the Depositor, but not including an employee of any thereof, and who shall be reasonably acceptable to the Property Trustee.

“Original Trust Agreement” has the meaning specified in the recitals to this Trust Agreement.

“Outstanding,” when used with respect to Trust Securities, means, as of the date of determination, all Trust Securities theretofore executed and delivered under this Trust Agreement, except:

(a)           Trust Securities theretofore canceled by the Property Trustee or delivered to the Property Trustee for cancellation;

(b)           Trust Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent for the Holders of such Trust Securities; provided that, if such Trust Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement; and

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(c)           Trust Securities which have been paid or in exchange for or in lieu of which other Trust Securities have been executed and delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13; provided however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Preferred Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded and deemed not to be Outstanding, except that (i) in determining whether any Trustee shall be protected in relying upon, any such request, demand, authorization, direction, notice, consent or waiver, only Preferred Securities that such Trustee knows to be so owned shall be so disregarded and (ii) the foregoing shall not apply at any time when all of the outstanding Preferred Securities are owned by the Depositor, one or more of the Trustees and/or any such Affiliate.  Preferred Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee’s right so to act with respect to such Preferred Securities and that the pledgee is not the Depositor or any Affiliate of the Depositor.  Upon the written request of any Trustee, the Depositor shall furnish to such Trustee promptly an Officers’ Certificate listing and identifying all Trust Securities, if any, known by the Depositor to be owned or held by or for the account of the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee, and, subject to the provisions of Section 8.1, such Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Trust Securities not listed therein are Outstanding for the purpose of any such determination.

“Owner” means each Person who is the beneficial owner of a Book-Entry Preferred Securities Certificate as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing Agency).

“Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.9 and shall initially be the Bank.

“Payment Account” means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee with the Bank in its trust department for the benefit of the Securityholders in which all amounts paid in respect of the Debentures will be held and from which the Property Trustee, through the Paying Agent, shall make payments to the Securityholders in accordance with Sections 4.1 and 4.2.

“Person” means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Security” means an undivided beneficial interest in the assets of the Trust designated as “__% Cumulative Trust Preferred Securities,” having a Liquidation Amount of $25 per security and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein.

“Preferred Securityholder” means a Holder of Preferred Securities.

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“Preferred Securities Certificate” means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit D.

“Property Trustee” means the Person identified as the “Property Trustee” in the preamble to this Trust Agreement solely in its capacity as Property Trustee of the Trust heretofore created and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided.

“Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this Trust Agreement; provided that each Debenture Redemption Date and the stated maturity of the Debentures shall be a Redemption Date for a Like Amount of Preferred Securities.

“Redemption Price” means, with respect to any Trust Security, the Liquidation Amount of such Trust Security, plus accumulated and unpaid Distributions to the Redemption Date, allocated on a pro rata basis (based on Liquidation Amounts) among the Preferred Securities.

“Relevant Trustee” shall have the meaning specified in Section 8.10.

“Securities Register” and “Securities Registrar” have the respective meanings specified in Section 5.4.

“Securityholder” means a Person in whose name a Trust Security is registered in the Securities Register, any such Person shall be deemed to be a beneficial owner within the meaning of the Delaware Statutory Trust Act.

“Tax Event” means the receipt by the Depositor and the Trust of an Opinion of Counsel experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which prospective change, pronouncement or decision is announced on or after the original issuance of the Preferred Securities under this Trust Agreement, there is more than an insubstantial risk that (a) the Trust is, or will be within 90 days after the date of such Opinion of Counsel, subject to United States Federal income tax with respect to income received or accrued on the Debentures, (b) interest payable by the Depositor on the Debentures is not, or within 90 days after the date of such Opinion of Counsel will not be, deductible by the Depositor, in whole or in part, for United States Federal income tax purposes or (c) the Trust is, or will be within 90 days after the date of such Opinion of Counsel subject to more than a de minimis amount of other taxes, duties or other governmental charges.

“Trust” means the Delaware statutory trust created and continued hereby and identified on the cover page to this Trust Agreement.

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“Trust Agreement” means this Amended and Restated Trust Agreement, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including (a) all exhibits hereto and (b) for all purposes of this Amended and Restated Trust Agreement and any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Trust Agreement and any such modification, amendment or supplement, respectively.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended and as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trust Property” means (a) the Debentures, (b) any cash on deposit in, or owing to, the Payment Account and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

“Trust Security” means any one of the Common Securities or the Preferred Securities.

“Trust Securities Certificate” means any one of the Common Securities Certificates or the Preferred Securities Certificates.

“Trustees” means, collectively, the Property Trustee, the Delaware Trustee and the Administrative Trustees.

“Underwriters” means the Underwriter named in the Underwriting Agreement.

“Underwriting Agreement” means that certain Underwriting Agreement dated as of ____________, 2003, among the Trust, the Depositor, and Morgan Stanley & Co., Incorporated, as the Underwriter.

ARTICLE II.

ESTABLISHMENT OF THE TRUST SECTION

Section 2.1.            Name.

The Trust continued hereby shall be known as “SVB Capital II,” as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders of Trust Securities and the other Trustees, in which name the Trustees may engage in the transactions contemplated hereby, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

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Section 2.2.            Office of the Delaware Trustee; Principal Place of Business.

The address of the Delaware Trustee in the State of Delaware is Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Securityholders and the Depositor.  The principal executive office of the Trust is c/o Silicon Valley Bancshares, 3003 Tasman Drive, Santa Clara, California, 95054.

Section 2.3.            Initial Contribution of Trust Property; Organizational Expenses.

The Trustees acknowledges receipt in trust from the Depositor in connection with the Trust Agreement of the sum of $10, which constituted the initial Trust Property.  The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee.  The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

Section 2.4.            Issuance of the Preferred Securities.

The Depositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Trust Agreement, have executed and delivered the Underwriting Agreement.  Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement, Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, as instructed by Morgan Stanley & Co., Incorporated, as the Underwriter, in an aggregate amount of _______ Preferred Securities having an aggregate Liquidation Amount of $__________, against receipt of such aggregate purchase price of such Preferred Securities of $________ which amount the Administrative Trustee shall promptly deliver to the Property Trustee.

Section 2.5.            Issuance of the Common Securities; Subscription and Purchase of Debentures.

Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of _______ Common Securities having an aggregate Liquidation Amount of $________, against payment by the Depositor of such amount, which amount such Administrative Trustee shall promptly deliver to the Property Trustee.  An Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of Cede & Co., as nominee of The Depository Trust Company, and having an aggregate principal amount equal to $_____________ and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $__________, such amount being the sum of the amounts delivered to the Property Trustee pursuant to (a) the second sentence of Section 2.4 and (b) the first sentence of this Section 2.5.

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Section 2.6.            Declaration of Trust.

The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, and (b) to engage in those activities necessary, advisable or incidental thereto.  The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment.  The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders.  The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust.  The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein.  The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act. This Trust Agreement shall constitute the governing instrument of the Trust.

Section 2.7.            Authorization to Enter into Certain Transactions.

(a)           The Trustees shall conduct the affairs of the Trust in accordance with the terms of this Trust Agreement.  Subject to the limitations set forth in paragraph (b) of this Section and Section 2.6, and in accordance with the following provisions (i) and (ii), the Trustees shall have the authority to enter into all transactions and agreements determined by the Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees under this Trust Agreement, and to perform all acts in furtherance thereof, including without limitation, the following:

(i)    As among the Trustees, each Administrative Trustee shall have the power and authority to act on behalf of the Trust with respect to the following matters:

(A)          the issuance and sale of the Trust Securities;

(B)           to cause the Trust to enter into, and to execute, deliver and perform on behalf of the Trust, the Expense Agreement and the Certificate Depository Agreement and such other agreements as may be necessary or desirable in connection with the purposes and function of the Trust;

(C)           assisting in the registration (including the execution of a registration statement on the appropriate form) of the Preferred Securities under the Securities Act of 1933, as amended, and under state securities or blue sky laws, and the qualification of this Trust Agreement as a trust indenture under the Trust Indenture Act,

(D)          assisting in the listing of the Preferred Securities upon such securities exchange or exchanges as shall be determined by the Depositor and the registration of the Preferred Securities under the Exchange Act, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing;

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(E)           the sending of notices (other than notices of default) and other information regarding the Trust Securities and the Debentures to the Securityholders in accordance with this Trust Agreement;

(F)           the appointment of a Paying Agent, authenticating agent and Securities Registrar in accordance with this Trust Agreement,

(G)           registering transfer of the Trust Securities in accordance with this Trust Agreement;

(H)          to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware;

(I)            unless otherwise determined by the Depositor, the Property Trustee or the Administrative Trustees, or as otherwise required by the Delaware Business Trust Act or the Trust Indenture Act, to execute on behalf of the Trust (either acting alone or together with any or all of the Administrative Trustees) any documents that the Administrative Trustees have the power to execute pursuant to this Trust Agreement; and

(J)            the taking of any action incidental to the foregoing as the Trustees may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement for the benefit of the Securityholders (without consideration of the effect of any such action on any particular Securityholder).

(ii)   As among the Trustees, the Property Trustee shall have the power, duty and authority to act on behalf of the Trust with respect to the following matters:

(A)          the establishment of the Payment Account;

(B)           the receipt of the Debentures;

(C)           the collection of interest, principal and any other payments made in respect of the Debentures in the Payment Account;

(D)          the distribution through the Paying Agent of amounts owed to the Securityholders in respect of the Trust Securities;

(E)           the exercise of all of the rights, powers and privileges of a holder of the Debentures;

(F)           the sending of notices of default and other information regarding the Trust Securities and the Debentures to the Securityholders in accordance with this Trust Agreement;

(G)           the distribution of the Trust Property in accordance with the terms of this Trust Agreement;

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(H)          to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware,

(I)            after an Event of Default (other than under paragraph (b), (c), (d) or (e) of the definition of such term if such Event of Default is by or with respect to the Property Trustee) the taking of any action incidental to the foregoing as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement and protect and conserve the Trust Property for the benefit of the Securityholders (without consideration of the effect of any such action on any particular Securityholder);

(J)            so long as the Property Trustee is the Securities Registrar, registering transfers of the Trust Securities in accordance with this Trust Agreement; and

(K)          except as otherwise provided in this Section 2.7(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 2.7(a)(i).

(b)           So long as this Trust Agreement remains in effect, the Trust (or the Trustees acting on behalf of the Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby.  In particular, the Trustees shall not (i) acquire any investments or engage in any activities not authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Securityholders, except as expressly provided herein, (iii) take any action that would cause the Trust to fail or cease to qualify as a “grantor trust” for United States federal income tax purposes, (iv) incur any indebtedness for borrowed money or issue any other debt or (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property.  The Administrative Trustees shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Trust or the Securityholders in their capacity as Securityholders.

(c)           In connection with the issue and sale of the Preferred Securities, the Depositor shall have the right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the Depositor in furtherance of the following prior to the date of this Trust Agreement are hereby ratified and confirmed in all respects):

(i)    the preparation and filing by the Trust with the Commission and the execution by the Trust of a registration statement on the appropriate form in relation to the Preferred Securities, including any amendments thereto;

(ii)   the determination of the States in which to take appropriate action to qualify or register for sale all or part of the Preferred Securities and the determination of any and all such acts, other than actions which must be taken by or on behalf of the Trust, and the advice to the Trustees of actions they must take on behalf of the Trust, and the preparation for execution and filing

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of any documents to be executed and filed by the Trust or on behalf of the Trust, as the Depositor deems necessary or advisable in order to comply with the applicable laws of any such States;

(iii)  the preparation for filing by the Trust and execution on behalf of the Trust of an application to the New York Stock Exchange or any other national stock exchange or the Nasdaq National Market for listing upon notice of issuance of any Preferred Securities;

(iv)  the preparation for filing by the Trust with the Commission and the execution on behalf of the Trust of a registration statement on Form 8-A relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, including any amendments thereto;

(v)   the negotiation of the terms of, and the execution and delivery of, the Underwriting Agreement providing for the sale of the Preferred Securities; and

(vi)  the taking of any other actions necessary or desirable to carry out any of the foregoing activities.

(d)           Notwithstanding anything herein to the contrary, the Administrative Trustees are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that the Trust will not be deemed to be an “investment company” required to be registered under the 1940 Act, or fail to be classified as a grantor trust for United States federal income tax purposes and so that the Debentures will be treated as indebtedness of the Depositor for United States federal income tax purposes.  In this connection, the Depositor and the Administrative Trustees are authorized to take any action, not inconsistent with applicable law, the Certificate of Trust or this Trust Agreement, that each of the Depositor and any Administrative Trustee determines in its discretion to be necessary or desirable for such purposes, as long as such action does not adversely affect in any material respect the interests of the holders of the Preferred Securities.

Section 2.8.            Assets of Trust.

The assets of the Trust shall consist of the Trust Property.

Section 2.9.            Title to Trust Property.

Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Trust and the Securityholders in accordance with this Trust Agreement.

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ARTICLE III.

PAYMENT ACCOUNT

Section 3.1.            Payment Account.

(a)           On or prior to the Closing Date, the Property Trustee shall establish the Payment Account.  The Property Trustee and any agent of the Property Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with this Trust Agreement.  All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Securityholders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein.

(b)           The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all payments of principal of or interest on, and any other payments or proceeds with respect to, the Debentures.  Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof.

ARTICLE IV.

DISTRIBUTIONS; REDEMPTION

Section 4.1.            Distributions.

(a)           The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions (including of Additional Amounts) will be made on the Trust Securities at the rate and on the dates that payments of interest (including of Additional Interest, as defined in the Indenture) are made on the Debentures.  Accordingly:

(i)    Distributions on the Trust Securities shall be cumulative, and will accumulate whether or not there are funds of the Trust available for the payment of Distributions.  Distributions shall accrue from the date of original issuance of the Trust Securities, and, except in the event (and to the extent) that the Depositor exercises its right to defer the payment of interest on the Debentures pursuant to the Indenture, shall be payable quarterly in arrears on the ____ day of____, ____, ______and __________of each year, commencing on________, 2004.  If any date on which a Distribution is otherwise payable on the Trust Securities is not a Business Day, then the payment of such Distribution shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date (each date on which distributions are payable in accordance with this Section 4.1(a), a “Distribution Date”).

(ii)   Assuming payments of interest on the Debentures are made when due (and before giving effect to Additional Amounts, if applicable), Distributions on the Trust Securities shall

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be payable at a rate of ___% per annum of the Liquidation Amount of the Trust Securities.  The amount of Distributions payable for any full period shall be computed on the basis of a 360-day year of twelve 30-day months.  The amount of Distributions for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months.  The amount of Distributions payable for any period shall include the Additional Amounts, if any.

(iii)  Distributions on the Trust Securities shall be made by the Property Trustee from the Payment Account and shall be payable on each Distribution Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Distributions.

(b)           Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date 15 days prior to the relevant Distribution Date (or if such date is not a Business Day, the next Business Day following such date).

Section 4.2.            Redemption.

(a)           On each Debenture Redemption Date and on the stated maturity of the Debentures, the Trust will be required to redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price.

(b)           Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Security Register.  All notices of redemption shall state:

(i)    the Redemption Date;

(ii)   the Redemption Price;

(iii)  the CUSIP number;

(iv)  if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed; and

(v)   that on the Redemption Date the Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date.

(c)           The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption of Debentures.  Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price.

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(d)           If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, Eastern time, on the Redemption Date, subject to Section 4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee will irrevocably deposit with the Clearing Agency for the Preferred Securities, to the extent funds are available, funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent funds are available, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders thereof upon surrender of their Preferred Securities Certificates.  Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Register for the Trust Securities on the relevant record dates for the related Distribution Dates.  If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price and any Distribution payable on or prior to the Redemption Date, but without interest, on such Redemption Date and such Securities will cease to be outstanding.  In the event that any date on which any Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date.  In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Depositor pursuant to the Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price.

(e)           Payment of the Redemption Price on the Trust Securities shall be made to the recordholders thereof as they appear on the Securities Register for the Trust Securities.

(f)            Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Redemption Price of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities.  The particular Preferred Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Securities of a denomination larger than $25.  The Property Trustee shall promptly notify the Security Registrar in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be

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redeemed.  For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities that has been or is to be redeemed.

Section 4.3.            Subordination of Common Securities.

(a)           Payment of Distributions (including Additional Amounts, if applicable) on, and the Redemption Price of the Trust-Securities, as applicable, shall be made, subject to Section 4.2(f), pro rata among the Common Securities and the Preferred Securities based on the Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date or Redemption Date any Event of Default resulting from a Debenture Event of Default shall have occurred and is continuing, no payment of any distribution (including Additional Amounts, if applicable) on, or Redemption Price of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including Additional Amounts, if applicable) on all Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto, or in the case of payment of the Redemption Price, the full amount of such Redemption Price on all Outstanding Preferred Securities then called for redemption, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including Additional Amounts, if applicable) on, or the Redemption Price of, Preferred Securities then due and payable.

(b)           In the case of the occurrence of any Event of Default resulting from any Debenture Event of Default, the Holder of Common Securities will be deemed to have waived any right to act with respect to any such Event of Default under this Trust Agreement until the effect of all such Events of Default with respect to the Preferred Securities have been cured, waived or otherwise eliminated.  Until any such Event of Default under this Trust Agreement with respect to the Preferred Securities has been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Preferred Securities and not the Holder of the Common Securities, and only the Holders of the Preferred Securities will have the right to direct the Property Trustee to act on their behalf.

Section 4.4.            Payment Procedures.

Payments of Distributions (including Additional Amounts, if applicable) in respect of the Preferred Securities shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the Preferred Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available funds, which shall credit the relevant Persons’ accounts at such Clearing Agency on the applicable Distribution Dates. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Common Securityholder.

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Section 4.5.            Tax Returns and Reports.

The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor’s expense, and file all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust.  In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder the appropriate Internal Revenue Service form required to be provided on such form.  The Administrative Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing.  The Trustees shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust Securities.

Section 4.6.            Payment of Taxes, Duties, Etc. of the Trust.

Upon receipt under the Debentures of Additional Sums, the Property Trustee shall promptly pay any taxes, duties or governmental charges of whatsoever nature (other than withholding taxes) imposed on the Trust by the United States or any other taxing authority.

Section 4.7.            Payments under Indenture or Pursuant to Direct Actions.

Any amount payable hereunder to any Holder of Preferred Securities shall be reduced by the amount of any corresponding payment that such Holder (and any Owner with respect thereto) has directly received pursuant to Section 5.8 of the Indenture or Section 5.14 of this Trust Agreement.

ARTICLE V.

TRUST SECURITIES CERTIFICATES

Section 5.1.            Initial Ownership.

Upon the formation of the Trust and the contribution by the Depositor pursuant to Section 2.3 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are outstanding, the Depositor shall be the sole beneficial owner of the Trust.

Section 5.2.            The Trust Securities Certificates.

The Preferred Securities Certificates shall be issued in minimum denominations of $25 Liquidation Amount and integral multiples of $25 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25 Liquidation Amount and integral multiples thereof.  The Trust Securities Certificates shall be executed on behalf of the Trust by manual signature of at least one Administrative Trustee.  Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this

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Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to Sections 5.4, 5.11 and 5.13.

Section 5.3.            Execution and Delivery of Trust Securities Certificates.

On the Closing Date, the Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Section 2.4 and Section 2.5, to be executed on behalf of the Trust and delivered to or upon the written order of the Depositor, signed by its chief executive officer, its president, any executive vice president or any vice president, treasurer or assistant treasurer or controller without further corporate action by the Depositor, in authorized denominations.

Section 5.4.            Registration of Transfer and Exchange of Preferred Securities Certificates.

The Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.8, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Preferred Securities Certificates (the “Securities Register”) in which, the registrar designated by the Depositor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Preferred Securities Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar.

Upon surrender for registration of transfer of any Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.8, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by such Administrative Trustee or Trustees.

The Securities Registrar shall not be required to register the transfer of any Preferred Securities that have been called for redemption.  At the option of a Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.8.

Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrative Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing.  Each Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrative Trustee in

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accordance with such Person’s customary practice.  The Trust shall not be required to (a) issue, register the transfer of, or exchange any Preferred Securities during a period beginning at the opening of business 15 calendar days before the date of mailing of a notice of redemption of any Preferred Securities called for redemption and ending at the close business on the day of such mailing or (b) register the transfer of or exchange any Preferred Securities so selected for redemption, in whole or in part, except the unredeemed portion of any such Preferred Securities being redeemed in part.

No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities Certificates.

Section 5.5.            Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees, or any one of them, on behalf of the Trust shall execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.  Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

Section 5.6.            Persons Deemed Securityholders.

The Trustees or the Securities Registrar shall treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and neither the Trustees nor the Securities Registrar shall be bound by any notice to the contrary.

Section 5.7.            Access to List of Securityholders’ Names and Addresses.

At any time when the Property Trustee is not also acting as the Securities Registrar, the Administrative Trustees or the Depositor shall furnish or cause to be furnished to the Property Trustee (a) semi-annually on or before January 1 and July 1 in each year, a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the Securityholders as of the

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most recent Record Date and (b) promptly after receipt by any Administrative Trustee or the Depositor of a request therefor from the Property Trustee, such other information as the Property Trustee may reasonably require in order to enable the Property Trustee to discharge its obligations under this Trust Agreement, in each case to the extent such information is in the possession or control of the Administrative Trustees or the Depositor and is not identical to a previously supplied list or has not otherwise been received by the Property Trustee in its capacity as Securities Registrar. The rights of Securityholders to communicate with other Securityholders with respect to their rights under this Trust Agreement or under the Trust Securities, and the corresponding rights of the Trustee shall be as provided in the Trust Indenture Act.  Each Securityholder, by receiving and holding a Trust Securities Certificate, and each Owner shall be deemed to have agreed not to hold the Depositor, the Property Trustee or the Administrative Trustees accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

Section 5.8.            Maintenance of Office or Agency.

The Administrative Trustees shall maintain an office or offices or agency or agencies where Preferred Securities Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Trustees in respect of the Trust Securities Certificates may be served.  The Administrative Trustees initially designate the principal corporate trust office of the Property Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration, as the principal corporate trust office for such purposes.  The Administrative Trustees shall give prompt written notice to the Depositor and to the Securityholders of any change in the location of the Securities Register or any such office or agency.

Section 5.9.            Appointment of Paying Agent.

The Paying Agent shall make Distributions to Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees.  Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account for the purpose of making the Distributions referred to above.  The Administrative Trustees may revoke such power and remove the Paying Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect.  The Paying Agent shall initially be the Property Trustee, and any co-paying agent chosen by the Property Trustee, and acceptable to the Administrative Trustees and the Depositor.  Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrative Trustees, the Property Trustee and the Depositor.  In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company).  The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrative Trustees to execute and deliver to the Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Trustees that as Paying Agent, such successor Paying Agent or additional

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Paying Agent will hold all sums, if any, held by it for payment to the Securityholders in trust for the benefit of the Securityholders entitled thereto until such sums shall be paid to such Securityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent, such Paying Agent shall also return all funds in its possession to the Property Trustee.  The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder.  Any reference in this Trust Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Section 5.10.          Ownership of Common Securities by Depositor.

At the Closing Date, the Depositor shall acquire and retain beneficial and record ownership of the Common Securities.  To the fullest extent permitted by law, other than a transfer in connection with a consolidation or merger of the Depositor into another Person, or any conveyance, transfer or lease by the Depositor of its properties and assets substantially as an entirety to any Person, pursuant to Section 8.l of the Indenture, any attempted transfer of the Common Securities shall be void.  The Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE”.

Section 5.11.          Book Entry Preferred Securities Certificates; Common Securities Certificate.

(a)           The Preferred Securities Certificates, upon original issuance, will be issued in the form of a typewritten Preferred Securities Certificate or Certificates representing Book-Entry Preferred Securities Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Trust.  Such Preferred Securities Certificate or Certificates shall initially be registered on the Securities Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner will receive a Definitive Preferred Securities Certificate representing such Owner’s interest in such Preferred Securities, except as provided in Section 5.13.  Unless and until Definitive Preferred Securities Certificates have been issued to Owners pursuant to Section 5.13:

(i)    the provisions of this Section 5.11(a) shall be in full force and effect;

(ii)   the Securities Registrar, the Paying Agent and the Trustees shall be entitled to deal with the Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry Preferred Securities Certificates (including the payment of the Liquidation Amount of and Distributions on the Preferred Securities evidenced by Book-Entry Preferred Securities Certificates) and shall have no obligations to the Owners thereof;

(iii)  to the extent that the provisions of this Section 5.11 conflict with any other provisions of this Trust Agreement, the provisions of this Section 5.11 shall control; and

(iv)  the rights of the Owners of the Book-Entry Preferred Securities Certificates shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Owners and the Clearing Agency and/or the Clearing Agency

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Participants.  Pursuant to the Certificate Depository Agreement, unless and until Definitive Preferred Securities Certificates are issued pursuant to Section 5.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments on the Preferred Securities to such Clearing Agency Participants.  Any Clearing Agency designated pursuant hereto will not be deemed an agent of the Trustee for any purpose.

(b)           A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate.

Section 5.12.          Notices to Clearing Agency.

To the extent that a notice or other communication to the Owners is required under this Trust Agreement, unless and until Definitive Preferred Securities Certificates shall have been issued to Owners pursuant to Section 5.13, the Trustees shall give all such notices and communications specified herein to be given to Owners to the Clearing Agency, and shall have no obligations to the Owners.

Section 5.13.          Definitive Preferred Securities Certificates.

If (a) the Depositor advises the Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Securities Certificates, and the Depositor is unable to locate a qualified successor, or if at any time the Person then acting as Clearing Agency ceases to be registered under the Exchange Act at a time when such Person is required to be so registered, or (b) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, then the Property Trustee shall notify the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred Securities Certificates and the other Trustees of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of such class or classes, as applicable, requesting the same. Upon surrender to the Property Trustee of the typewritten Preferred Securities Certificate or Certificates representing the Book Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees, or any one of them, shall execute the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency.  Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders.  The Definitive Preferred Securities Certificates shall be engraved and executed in accordance with the applicable rules of the Nasdaq National Market or such other national exchange or over-the-counter market on which the Preferred Securities are then listed for trading.

Section 5.14.          Rights of Securityholders.

(a)           The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.9, and the Securityholders shall not have any right

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or title therein other than the undivided beneficial interest in the assets of the Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Trust except as described below.  The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Trust Agreement.  The Trust Securities shall have no preemptive or similar rights and when issued and delivered to Securityholders against payment of the purchase price therefor will be fully paid and nonassessable by the Trust.  The Holders of the Trust Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

(b)           For so long as any Preferred Securities remain Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures fail to declare the principal of all of the Debentures to be immediately due and payable, the Holders of at least 25% in Liquidation Amount of the Preferred Securities then Outstanding shall have such right by a notice in writing to the Depositor and the Debenture Trustee; and upon any such declaration such principal amount of and the accrued interest on all of the Debentures shall become immediately due and payable, provided that the payment of principal and interest on such Debentures shall remain subordinated to the extent provided in the Indenture.

At any time after such a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree for payment of the money due has been obtained by the Debenture Trustee as in the Indenture provided, the Holders of a majority in Liquidation Amount of the Preferred Securities, by written notice to the Property Trustee, the Depositor and the Debenture Trustee, may rescind and annul such declaration and its consequences if:

(i)    the Depositor has paid or deposited with the Debenture Trustee a sum sufficient to pay

(A)          all overdue installments of interest (including any Additional Interest (as defined in the Indenture)) on all of the Debentures,

(B)           the principal of (and premium, if any, on) any Debentures which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Debentures, and

(C)           all sums paid or advanced by the Debenture Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Debenture Trustee and the Property Trustee, their agents and counsel, and

(ii)   all Events of Default with respect to the Debentures, other than the non-payment of the principal of the Debentures which has become due solely by such acceleration, have been cured or waived as provided in Section 5.13 of the Indenture.

The Holders of a majority in aggregate Liquidation Amount of the Preferred Securities may, on behalf of the Holders of all the Preferred Securities, waive any past default under the Indenture,

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except a default in the payment of principal or interest (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or a default in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the holder of each outstanding Debenture. No such rescission shall affect any subsequent default or impair any right consequent thereon.

Upon receipt by the Property Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of the Preferred Securities, all or part of which is represented by Book-Entry Preferred Securities Certificates, a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in such notice, which record date shall be at the close of business on the day the Property Trustee receives such notice.  The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day which is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice which has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.14(b).

(c)           For so long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Indenture, upon a Debenture Event of Default specified in Section 5.1(a) or 5.1(b) of the Indenture, any Holder of Preferred Securities shall have the right to institute a proceeding directly against the Depositor, pursuant to Section 5.8 of the Indenture, for enforcement of payment to such Holder of the principal amount of (premium, if any) and (subject to Section 3.7 of the Indenture) interest (including any Additional Interest (as defined on the Indenture)) on Debentures having a principal amount equal to the Liquidation Amount of the Preferred Securities of such Holder (a “Direct Action”). Except as set forth in Section 5.14(b) and this Section 5.14(c), the Holders of Preferred Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Debentures.

ARTICLE VI.

ACTS OF SECURITYHOLDERS; MEETINGS, VOTING

Section 6.1.            Limitations on Voting Rights.

(a)           Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust

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or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association.

(b)           So long as any Debentures are held by the Property Trustee, the Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Property Trustee with respect to such Debentures, (ii) waive any past default which is waivable under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Preferred Securities, provided, however, that where a consent under the Indenture would require the consent of each Holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Preferred Securities, except by a subsequent vote of the Holders of Preferred Securities.  The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures.  In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Trust to fail to be classified as a grantor trust for United States federal income tax purposes.

(c)           If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Preferred Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Trust to fail to be classified as a grantor trust for United States federal income tax purposes.

Section 6.2.            Notice of Meetings.

Notice of all meetings of the Preferred Securityholders, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.9 to each Preferred Securityholder of record, at his, her or its registered address, at least 15 days and not more than 90 days before the meeting.  At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting.  Any adjourned meeting may be held as adjourned without further notice.

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Section 6.3.            Meetings of Preferred Securityholders.

No annual meeting of Securityholders is required to be held.  The Administrative Trustees, however, shall call a meeting of Preferred Securityholders to vote on any matter upon the written request of Holders of record of 25% of the Outstanding Preferred Securities (based upon their Liquidation Amount) and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of Preferred Securityholders to vote on any matters as to which Preferred Securityholders are entitled to vote.

Holders of record of 50% of the Outstanding Preferred Securities (based upon their Liquidation Amount), present in person or by proxy, shall constitute a quorum at any meeting of Securityholders.

If a quorum is present at a meeting, an affirmative vote by the Preferred Securityholders of record present, in person or by proxy, holding more than a majority of the Preferred Securities (based upon their Liquidation Amount) held by the Preferred Securityholders of record present, either in person or by proxy, at such meeting shall constitute the action of the Preferred Securityholders, unless this Trust Agreement requires a greater number of affirmative votes.

Section 6.4.            Voting Rights.

Securityholders shall be entitled to one vote for each $25 of Liquidation Amount represented by their Trust Securities in respect of any matter as to which such Securityholders are entitled to vote.

Section 6.5.            Proxies, etc.

At any meeting of Securityholders, any Securityholder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Administrative Trustees, or with such other officer or agent of the Trust as the Administrative Trustees may direct, for verification prior to the time at which such vote shall be taken.  Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property Trustee.  Only Securityholders of record shall be entitled to vote.  When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities.  A proxy purporting to be executed by or on behalf of a Securityholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger.  No proxy shall be valid more than three years after its date of execution.

Section 6.6.            Securityholder Action by Written Consent.

Any action which may be taken by Securityholders at a meeting may be taken without a meeting if Securityholders holding a majority of all Outstanding Trust Securities (based upon their

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aggregate Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Trust Agreement) shall consent to the action in writing (based upon their aggregate Liquidation Amount).

Section 6.7.            Record Date for Voting and Other Purposes.

For the purposes of determining the Securityholders who are entitled to notice of and to vote at any meeting or by written consent, or to participate in any Distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Trust Agreement, or for the purpose of any other action, the Administrative Trustees may from time to time fix a date, not more than 90 days prior to the date of any meeting of Securityholders or the payment of a Distribution or other action, as the case may be, as a record date for the determination of the identity of the Securityholders of record for such purposes.

Section 6.8.            Acts of Securityholders.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Trust Agreement to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders or Owners signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor of the Trustees, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which any Trustee receiving the same deems sufficient.

The ownership of Preferred Securities shall be proved by the Securities Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Securityholder of any Trust Security shall bind every future Securityholder of the same Trust Security and the Securityholder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustees or the Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security.

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Without limiting the foregoing, a Securityholder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such Liquidation Amount.

If any dispute shall arise between the Securityholders and the Administrative Trustees or among such Securityholders or Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Securityholder or Trustee under this Article VI, then the determination of such matter by the Property Trustee shall be conclusive with respect to such matter.

A Securityholder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee), the Trust or any Person.

Section 6.9.            Inspection of Records.

Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder’s interest as a Securityholder.

ARTICLE VII.

REPRESENTATIONS AND WARRANTIES

Section 7.1.            Representations and Warranties of the Bank.

The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that:

(a)           the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;

(b)           the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;

(c)           this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(d)           the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any

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approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time (or both), a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank;

(e)           neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by it, the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; and

(f)            there are no proceedings pending or, to the best the Bank’s knowledge, threatened against or affecting it, the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Section 7.2.            Representations and Warranties of Depositor.

The Depositor hereby represents and warrants for the benefit of the Securityholders that:

(a)           the Trust Securities Certificates issued at the Closing Date on behalf of the Trust have been duly authorized and will have been, duly and validly executed, issued and delivered by the Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders will be, as of each such date, entitled to the benefits of this Trust Agreement; and

(b)           there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Bank, the Property Trustee or the Delaware Trustee, as the case may be, of Bank, this Trust Agreement.

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ARTICLE VIII.

THE TRUSTEES

Section 8.1.            Certain Duties and Responsibilities.

(a)           The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act.  Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, unless they are afforded reasonable indemnity against such risk or liability.  Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section.  No Administrative Trustee or the Delaware Trustee shall be subject to any liability under this Trust Agreement except for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct.  To the extent that, at law or in equity, a Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, such Trustee shall not be liable to the Trust or to any Securityholder for such Trustee’s good faith reliance on the provisions of this Trust Agreement.  The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Trustees.

(b)           All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof.  Each Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security.  This Section 8.1(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.

(c)           No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)    the Property Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts,

(ii)   the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of the Trust Securities given in accordance with this Trust Agreement relating to the time, method and place of

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conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement;

(iii)  the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Payment Account shall be to deal with such Property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Trust Agreement and the Trust Indenture Act;

(iv)  the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor; and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and

(v)   the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Depositor with their respective duties under this Trust Agreement, nor shall the Property Trustee be liable for the default or misconduct of the Administrative Trustees or the Depositor.

Section 8.2.            Certain Notices.

(a)           Within five Business Days after the occurrence of any Event of Default actually known to a Responsible Officer of the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.9, notice of such Event of Default to the Securityholders, the Administrative Trustees and the Depositor, unless the Event of Default shall have been cured or waived.  For purposes of this Section the term “Event of Default” means any event that is, or after notice or lapse of time or both would become, and Event of Default.

(b)           The Administrative Trustees shall transmit, to the Securityholders in the manner and to the extent provided in Section 10.9, notice of the Depositor’s election to begin or further extend an Extension Period on the Debentures (unless such election shall have been revoked) within the time specified for transmitting such notice to the holders of the Debentures pursuant to the Indenture as originally executed.

Section 8.3.            Certain Rights of Property Trustee.

Subject to the provisions of Section 8.1:

(a)           the Property Trustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

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(b)           if (i) in performing its duties under this Trust Agreement the Property Trustee is required to decide between alternative courses of action or (ii) in construing any of the provisions of this Trust Agreement the Property Trustee finds the same ambiguous or inconsistent with any other provisions contained herein or (iii) the Property Trustee is unsure of the application of any provision of this Trust Agreement, then, except as to any matter as to which the Preferred Securityholders are entitled to vote under the terms of this Trust Agreement, the Property Trustee shall deliver a notice to the Depositor requesting written instructions of the Depositor as to the course of action to be taken and the Property Trustee shall take such action, or refrain from taking such action, as the Property Trustee shall be instructed in writing to take, or to refrain from taking, by the Depositor; provided, however, that if the Property Trustee does not receive such instructions of the Depositor within ten Business Days after it has delivered such notice, or such reasonably shorter period of time set forth in such notice (which to the extent practicable shall not be less than two Business Days), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement as it shall deem advisable and in the best interests of the Securityholders, in which event the Property Trustee shall have no liability except for its own bad faith, negligence or willful misconduct;

(c)           any direction or act of the Depositor or the Administrative Trustees contemplated by this Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate;

(d)           whenever in the administration of this Trust Agreement, the Property Trustee shall deem it desirable that a matter be established before undertaking, suffering or omitting any action hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Depositor or the Administrative Trustees;

(e)           the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refiling or registration thereof,

(f)            the Property Trustee may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice, such counsel may be counsel to the Depositor or any of its Affiliates, but not an employee thereof; the Property Trustee shall have the right at any time to seek instructions concerning the administration of this Trust Agreement from any court of competent jurisdiction;

(g)           the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Securityholders pursuant to this Trust Agreement, unless such Securityholders shall have offered to the Property Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(h)           the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,

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consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do so by one or more Securityholders, but the Property Trustee may make such further inquiry or investigation into such facts or matters as it may see fit;

(i)            the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, provided that the Property Trustee shall be responsible for its own negligence or recklessness with respect to selection of any agent or attorney appointed by it hereunder;

(j)            whenever in the administration of this Trust Agreement the Property Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder the Property Trustee (i) may request instructions from the Holders of the Trust Securities which instructions may only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct the Property Trustee under the terms of the Trust Securities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be protected in acting in accordance with such instructions; and

(k)           except as otherwise expressly provided by this Trust Agreement, the Property Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Trust Agreement.

No provision of this Trust Agreement shall be deemed to impose any duty or obligation on the Property Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation.  No permissive power or authority available to the Property Trustee shall be construed to be a duty.

Section 8.4.            Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Trust, and the Trustees do not assume any responsibility for their correctness.  The Trustees shall not be accountable for the use or application by the Depositor of the proceeds of the Debentures.

Section 8.5.            May Hold Securities.

Any Trustee or any other agent of any Trustee or the Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, except as provided in the definition of the term “Outstanding” in Article I and subject to Sections 8.8 and 8.13, may otherwise deal with the Trust with the same rights it would have if it were not a Trustee or such other agent.

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Section 8.6.            Compensation; Indemnity; Fees.

The Depositor agrees:

(a)           to pay to the Trustees from time to time reasonable compensation for all services rendered by them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as specified in a separate agreement between any of the Trustees and the Depositor;

(b)           except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and

(c)           to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any officer, director, shareholder, employee, representative or agent of any Trustee, and (iv) any employee or agent of the Trust or its Affiliates, (referred to herein as an “Indemnified Person”) from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature whatsoever incurred by such Indemnified Person by reason of the creation, operation or dissolution of the Trust or any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of gross negligence (or ordinary negligence in the case of the Property Trustee), bad faith or willful misconduct with respect to such acts or omissions.

The provisions of this Section 8.6 shall survive the termination of this Trust Agreement.

No Trustee may claim any lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.6.

The Depositor and any Trustee may (subject to Section 8.8) engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders of Trust Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. Neither the Depositor, nor any Trustee, shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and the Depositor or any Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity.  Any Trustee may engage or be interested in any financial or other transaction with the Depositor or any

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Affiliate of the Depositor, or may act as depository for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Depositor or its Affiliates.

Section 8.7.            Corporate Property Trustee Required; Eligibility of Trustees.

(a)           There shall at all times be a Property Trustee hereunder with respect to the Trust Securities.  The Property Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000.  If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

(b)           There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities.  Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity.

(c)           There shall at all times be a Delaware Trustee with respect to the Trust Securities.  The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law that shall act through one or more persons authorized to bind such entity.

Section 8.8.            Conflicting Interests.

If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Trust Agreement.

Section 8.9.            Co-Trustees and Separate Trustee.

Unless an Event of Default shall have occurred and be continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may at the time be located, the Depositor and the Administrative Trustees, by agreed action of the majority of such Trustees, shall have power to appoint, and upon the written request of the Administrative Trustees, the Depositor shall for such purpose join with the Administrative Trustees in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Property Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in

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such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Depositor does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case a Debenture Event of Default has occurred and is continuing, the Property Trustee alone shall have power to make such appointment.  Any co-trustee or separate trustee appointed pursuant to this Section shall either be (i) a natural person who is at least 21 years of age and a resident of the United States or (ii) a legal entity with its principal place of business in the United States that shall act through one or more persons authorized to bind such entity.

Should any written instrument from the Depositor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Depositor.

Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely

(a)           The Trust Securities shall be executed and delivered and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustees specified hereunder shall be exercised solely by such Trustees and not by such co-trustee or separate trustee.

(b)           The rights, powers, duties, and obligations hereby conferred or imposed upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee.

(c)           The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Depositor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case a Debenture Event of Default has occurred and is continuing, the Property Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Depositor.  Upon the written request of the Property Trustee, the Depositor shall join with the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal.  A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section.

(d)           No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Property Trustee or any other trustee hereunder.

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(e)           The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee.

(f)            Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Section 8.10.          Resignation and Removal; Appointment of Successor.

No resignation or removal of any Trustee (the “Relevant Trustee”) and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 8.11.

Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by giving written notice thereof to the Common Securityholder.  If the instrument of acceptance by the successor Trustee required by Section 8.11 shall not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the Trust, any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

Unless a Debenture Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by Act of the Common Securityholder.  If a Debenture Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at such time by Act of the Holders of a majority in Liquidation Amount of the Preferred Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust).  In no event will the Holders of the Preferred Securities have the right to vote to appoint, remove or replace the Administrative Trustee.  An Administrative Trustee may be removed by the Common Securityholder at any time.

If any Trustee shall resign, be removed or become incapable of acting as Trustee, or if a vacancy shall occur in the office of any Trustee for any cause, at a time when no Debenture Event of Default shall have occurred and be continuing, the Common Securityholder, by Act of the Common Securityholder delivered to the retiring Trustee, shall promptly appoint a successor Trustee or Trustees, and the retiring Trustee shall comply with the applicable requirements of Section 8.11.  If the Property Trustee or the Delaware Trustee shall resign, be removed or become incapable of continuing to act as the Property Trustee or the Delaware Trustee, as the case may be, at a time when a Debenture Event of Default shall have occurred and be continuing, the Preferred Securityholders, by Act of the Securityholders of a majority in Liquidation Amount of the Preferred Securities then Outstanding delivered to the retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and such successor Trustee shall comply with the applicable requirements of Section 8.11. If an Administrative Trustee shall resign, be removed or become incapable of acting as Administrative Trustee, at a time when a Debenture Event of Default shall have occurred and be continuing, the Common Securityholder by Act of the Common Securityholder delivered to the Administrative Trustee shall promptly appoint a successor Administrative Trustee or Administrative Trustees and such successor Administrative Trustee or Trustees shall comply with the applicable requirements of Section 8.11.  If no successor Relevant Trustee shall have been so appointed by the

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Common Securityholder or the Preferred Securityholders and accepted appointment in the manner required by Section 8.11, any Securityholder who has been a Securityholder of Trust Securities for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

The Property Trustee shall give notice of each resignation and each removal of a Trustee and each appointment of a successor Trustee to all Securityholders in the manner provided in Section 10.9 and shall give notice to the Depositor.  Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is tire Property Trustee.

Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, in the opinion of the Depositor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (a) the unanimous act of the remaining Administrative Trustees if there are at least two of them or (b) otherwise by the Depositor (with the successor in each case being a Person who satisfies the eligibility requirement for Administrative Trustees or Delaware Trustee, as the case may be, set forth in Section 8.7).

Section 8.11.          Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and (b) shall add to or change any of the provisions of this Trust Agreement as shall be necessary to provide for or facilitate the administration of the Trust by more than one Relevant Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Trust or any successor Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

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Section 8.12.          Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Property Trustee, the Delaware Trustee or any Administrative Trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Section 8.13.          Preferential Collection of Claims Against Depositor or Trust.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Trust or any other obligor upon the Trust Securities or the property of the Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Property Trustee shall have made any demand on the Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise:

(a)           to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(b)           to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee.

Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding.

If and when the Property Trustee shall be or become a creditor of the Trust (or any other obligor upon the Trust Securities), the Property Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Trust (or any such other obligor).

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Section 8.14.          Reports by Property Trustee.

(a)           Not later than March 31 of each year commencing with the year commencing January 1, 2004, the Property Trustee shall transmit to all Securityholders in accordance with Section 10.9, and to the Depositor, a brief report dated as of the immediately preceding December 31 with respect to:

(i)    its eligibility under Section 8.7 or, in lieu thereof, if to the best of its knowledge it has continued to be eligible under said Section, a written statement to such effect;

(ii)   a statement that the Property Trustee has complied with all of its obligations under this Trust Agreement during the twelve-month period (or, in the case of the initial report, the period since the Closing Date) ending with such December 31 or, if the Property Trustee has not complied in any material respect with such obligations, a description of such noncompliance; and

(iii)  any change in the property and funds in its possession as Property Trustee since the date of its last report and any action taken by the Property Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Trust Securities.

(b)           In addition the Property Trustee shall transmit to Securityholders such reports concerning the Property Trustee and its actions under this Trust Agreement as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

(c)           A copy of each such report shall, at the time of such transmission to Holders, be filed by the Property Trustee with each national stock exchange, the Nasdaq National Market or such other interdealer quotation system or self-regulatory organization upon which the Trust Securities are listed or traded, with the Commission and with the Depositor.

Section 8.15.          Reports to the Property Trustee.

The Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

Section 8.16.          Evidence of Compliance with Conditions Precedent.

Each of the Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Trust Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act.  Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers’ Certificate.

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Section 8.17.          Number of Trustees.

(a)           The number of Trustees shall be five (5) provided that the Holder of all of the Common Securities by written instrument may increase or decrease the number of Administrative Trustees.  The Property Trustee and the Delaware Trustee may be the same Person.

(b)           If a Trustee ceases to hold office for any reason and the number of Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall occur.  The vacancy shall be filled with a Trustee appointed in accordance with Section 8.10.

(c)           The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust.  Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 8.10, the Administrative Trustees in office, regardless of their number (and notwithstanding any other provision of this Trust Agreement), shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Trust Agreement.

Section 8.18.          Delegation of Power.

(a)           Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 2.7(a), including any registration statement or amendment thereto filed with the Commission, or making any other governmental filing; and

(b)           The Administrative Trustees shall have power to delegate from time to time to such of their number or to the Depositor the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of this Trust Agreement, as set forth herein.

Section 8.19.          Voting.

Except as otherwise provided in this Trust Agreement, the consent or approval of the Administrative Trustees shall require consent or approval by not less than a majority of the Administrative Trustees, unless there are only two, in which case both must consent.

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ARTICLE IX.

DISSOLUTION, LIQUIDATION AND MERGER

Section 9.1.            Dissolution Upon Expiration Date.

Unless dissolved earlier, the Trust shall automatically dissolve on _____, 2033 (the “Expiration Date”), following the distribution of the Trust Property in accordance with Section 9.4.

Section 9.2.            Early Dissolution.

The first to occur of any of the following events is an “Early Dissolution Event,” upon the occurrence of which the Trust shall dissolve:

(a)           the occurrence of a Bankruptcy Event in respect of, or the dissolution or liquidation of, the Depositor;

(b)           the written direction to the Property Trustee from the Depositor at any time to dissolve the Trust and distribute Debentures to Securityholders in exchange for a Like Amount of the Preferred Securities (which direction is optional and wholly within the discretion of the Depositor);

(c)           the redemption of all of the Preferred Securities in connection with the redemption of all the Debentures; and

(d)           the entry of an order for dissolution of the Trust by a court of competent jurisdiction.

Section 9.3.            Dissolution.

The respective obligations and responsibilities of the Trustees and the Trust created and continued hereby shall dissolve upon the latest to occur of the following: (a) the distribution by the Property Trustee to Securityholders upon the liquidation of the Trust pursuant to Section 9.4; or upon the redemption of all of the Trust Securities pursuant to Section 4.2, of all amounts required to be distributed hereunder upon the final payment of the Trust Securities; (b) the payment of any expenses owed by the Trust; and (c) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect to the Trust or the Securityholders, and (d) the filing of a Certificate of Cancellation by the Administrative Trustee under the Delaware Statutory Trust Act.

Section 9.4.            Liquidation.

(a)           If an Early Dissolution Event specified in clause (a), (b) or (d) of Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to

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Section 9.4(d).  Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder’s address appearing in the Securities Register.  All notices of liquidation shall:

(i)    state the Liquidation Date;

(ii)   state that from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange will be deemed to represent a Like Amount of Debentures; and

(iii)  provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for certificates representing the Like Amount of the Debentures, or if Section 9.4(d) applies receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate.

(b)           Except where Section 9.2(c) or 9.4(d) applies, in order to effect the liquidation of the Trust and distribution of the Debentures to Securityholders, the Administrative Trustees shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates.

(c)           Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) certificates representing a Like Amount of Debentures will be issued to holders of Trust Securities Certificates, upon surrender of such certificates to the Administrative Trustees or their agent for exchange, (iii) the Depositor shall use its best efforts to have the Debentures listed on the Nasdaq National Market or on such other exchange, interdealer quotation system or self-regulatory organization as the Preferred Securities are then listed, (iv) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal will be made to Holders of Debentures represented by such certificates) and (v) all rights of Securityholders holding Trust Securities will cease, except the right of such Securityholders to receive a Like Amount of Debentures upon surrender of Trust Securities Certificates.

(d)           In the event that, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines.  In such event, on the date of the dissolution of the Trust, Securityholders will be entitled to receive out of the assets of the Trust available for distribution to Securityholders, after satisfaction of liabilities to

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creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the “Liquidation Distribution”).  If, upon any such winding up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on, the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).  The Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such winding-up or termination pro rata (determined as aforesaid) with Holders of Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, Holders of the Preferred Securities shall have a priority over the Holders of Common Securities.

Section 9.5.            Mergers, Consolidations, Amalgamations or Replacements of the Trust.

The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5 or Section 9.4.  At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of the Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State, provided, that (a) such successor entity either (i) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (ii) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the “Successor Securities”) so long as the Successor Securities rank the same as the Preferred Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise, (b) the Depositor expressly appoints a trustee of such successor entity possessing the same powers and duties as the Property Trustee as the holder of the Debentures, (c) the Successor Securities are listed or traded, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed or traded, if any, (d) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (e) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, (f) such successor entity has a purpose substantially identical to that of the Trust, (g) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor has received an Opinion of Counsel to the effect that (i) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect, and (ii) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the 1940 Act and (h) the Depositor owns all of the Common Securities of such successor entity and guarantees the obligations of such successor

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entity under the Successor Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of holders of 100% in Liquidation Amount of the Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

ARTICLE X.

MISCELLANEOUS PROVISIONS

Section 10.1.          Limitation of Rights of Securityholders.

The death or incapacity of any person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Agreement, nor entitle the legal representatives or heirs of such person or any Securityholder for such person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

Section 10.2.          Amendment.

(a)           This Trust Agreement may be amended from time to time by the Property Trustee, the Administrative Trustees and the Depositor, without the consent of any Securityholders, (i) to cure any ambiguity, correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with the other provisions of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Trust will be classified for United States federal income tax purposes as a grantor trust at all times that any Trust Securities are outstanding or to ensure that the Trust will not be required to register as an investment company under the 1940 Act; provided, however, that in the case of clause (i), such action shall not adversely affect in any material respect the interests of any Securityholder, and any such amendments of this Trust Agreement shall become effective when notice thereof is given to the Securityholders.

(b)           Except as provided in Section 10.2(c) hereof, any provision of this Trust Agreement may be amended by the Administrative Trustees and the Property Trustee with (i) the consent of Trust Securityholders representing not less than a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Trustees in accordance with such amendment will not affect the Trust’s status as a grantor trust for United States federal income tax purposes or the Trust’s exemption from status of an investment company under the 1940 Act.

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(c)           In addition to and notwithstanding any other provision in this Trust Agreement, without the consent of each affected Securityholder (such consent being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust Agreement may not be amended to (i) change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust Securities as of a specified date or (ii) restrict the right of a Securityholder to institute suit for the enforcement of any such payment on or after such date; notwithstanding any other provision herein, without the unanimous consent of the Securityholders (such consent being obtained in accordance with Section 6.3 or 6.6 hereof), this paragraph (c) of this Section 10.2 may not be amended.

(d)           Notwithstanding any other provisions of this Trust Agreement, no Administrative Trustee shall enter into or consent to any amendment to this Trust Agreement which would (i) cause the Trust to fail or cease to qualify for the exemption from status of an investment company under the 1940 Act, (ii) cause the Trust to fail or cease to be classified as a grantor trust for United States federal income tax purposes, or (iii) cause the Preferred Securities to be delisted by the Nasdaq National Market or such other national exchange or over-the-counter market on which the Preferred Securities are then listed for trading.

(e)           Notwithstanding anything in this Trust Agreement to the contrary, without the consent of the Delaware Trustee or the Depositor, as the case may be, this Trust Agreement may not be amended in a manner which imposes any additional obligation on the Depositor or the Delaware Trustee.

(f)            In the event that any amendment to this Trust Agreement is made, the Administrative Trustees shall promptly provide to the Depositor a copy of such amendment.

(g)           Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Trust Agreement which affects its own rights, duties or immunities under this Trust Agreement.  The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate stating that any amendment to this Trust Agreement is in compliance with this Trust Agreement.

Section 10.3.          Counterparts.

This Trust Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

Section 10.4.          Separability.

In case any provision in this Trust Agreement or in the Trust Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 10.5.          Governing Law.

THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).

Section 10.6.          Payments Due on Non-Business Day.

If the date fixed for any payment on any Trust Security shall be a day that is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day that is a Business Day, with the same force and effect as though made on the date fixed for such payment, and no interest shall accrue thereon for the period after such date.

Section 10.7.          Successors.

This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to the Depositor, the Trust or the Relevant Trustee, including any successor by operation of law.  Except in connection with a consolidation, merger or sale involving the Depositor that is permitted under Article Eight of the Indenture and pursuant to which the assignee agrees in writing to perform the Depositor’s obligations hereunder, the Depositor shall not assign its obligations hereunder.

Section 10.8.          Headings.

The Article and Section headings are for convenience only and shall not affect the construction of this Trust Agreement.

Section 10.9.          Reports, Notices and Demands.

Any report, notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Securityholder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Preferred Securityholder, to such Preferred Securityholder as such Securityholder’s name and address may appear on the Securities Register; and (b) in the case of the Common Securityholder or the Depositor, to Silicon Valley Bancshares, 3003 Tasman Drive, Santa Clara, California, 95054, Attention: Chief Financial Officer, facsimile number: (408) 496-2405. Such notice, demand or other communication to or upon a Securityholder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission.

Any notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees shall be given in writing addressed (until another address is published by the Trust) as follows: (a) with respect to the Property Trustee to

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Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890; (b) with respect to the Delaware Trustee, to Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration; and (c) with respect to the Administrative Trustees, to them at the address above for notices to the Depositor, marked “Attention Administrative Trustees of SVB Capital II.” Such notice, demand or other communication to or upon the Trust or the Property Trustee shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Trust or the Property Trustee.

Section 10.10.        Agreement Not to Petition.

Each of the Trustees and the Depositor agree for the benefit of the Securityholders that, until at least one year and one day after the Trust has been terminated in accordance with Article IX, they shall not file, or join in the filing of, a petition against the Trust under any Bankruptcy Laws or otherwise join in the commencement of any proceeding against the Trust under any Bankruptcy Law.  In the event the Depositor takes action in violation of this Section 10.10, the Property Trustee agrees, for the benefit of Securityholders, that at the expense of the Depositor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against the Trust or the commencement of such action and raise the defense that the Depositor has agreed in writing not to take such action and should be stopped and precluded therefrom ,and such other defenses, if any, as counsel for the Trustee or the Trust may assert. The provisions of this Section 10.10 shall survive the termination of this Trust Agreement.

Section 10.11.        Trust Indenture Act; Conflict with Trust Indenture Act.

(a)           This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Agreement and shall, to the extent applicable, be governed by such provisions.

(b)           The Property Trustee shall be the only Trustee which is a trustee for the purposes of the Trust Indenture Act.

(c)           If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the provisions of the Trust Indenture Act, such required provision shall control.  If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or excluded, as the case may be.

(d)           The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Securities as equity securities representing undivided beneficial interests in the assets of the Trust.

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Section 10.12.      Acceptance of Terms of Trust Agreement, Guarantee and Indenture.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

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IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Trust Agreement this as of the day and year first above written.

Silicon Valley Bancshares
By:
	Name:	[________________]	Lauren Friedman,
	Title:	[________________]	as Administrative Trustee
Wilmington Trust Company,
as Property Trustee			Paulette Mehas,
			as Administrative Trustee
By:
	Name:	[________________]	Donal D. Delaney,
	Title:	[________________]	as Administrative Trustee
Wilmington Trust Company,
as Delaware Trustee
By:
	Name:	[___________________]
	Title:	[___________________]

EXHIBIT A

Certificate of Trust

EXHIBIT B

Form of Common Securities Certificate

THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number C-1 Number of Common Securities

Certificate Evidencing Common Securities

of

SVB CAPITAL II

____% Common Securities
(liquidation amount $25 per Common Security)

SVB CAPITAL I, a statutory trust formed under the laws of the State of Delaware (the “Trust”), -hereby certifies that SILICON VALLEY BANCSHARES (the “Holder”) is the registered owner of ________ common securities of the Trust representing undivided beneficial interests of the Trust and designated the ____% Common Securities (liquidation amount $25 per Common Security) (the “Common Securities”).  In accordance with Section 5.10 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void.  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of __________, 2003, (as the same may be amended, restated, modified or otherwise supplemented from time to time, the “Trust Agreement”) including the designation of the terns of the Common Securities as set forth therein.  The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

IN WITNESS WHEREOF, an Administrative Trustee of the Trust has executed this certificate this ____ day of ____,2003.

SVB CAPITAL II

By:

Name:

Title:

EXHIBIT C

Form of Agreement as to Expenses and Liabilities

AGREEMENT AS TO EXPENSES AND LIABILITIES

THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this “Agreement”) dated as of ____________, 2003, between Silicon Valley Bancshares, a Delaware corporation (the “Company”) and SVB Capital II, a Delaware statutory trust (the “Trust”).

WHEREAS, the Trust intends to issue its Common Securities (the “Common Securities”) to, and receive Junior Subordinated Deferrable Interest Debentures (the “Debentures”) from, the Company and to issue and sell __% Cumulative Trust Preferred Securities (the “Trust Preferred Securities”) with such powers, preferences and special rights and restrictions as are set forth in the Amended and Restated Trust Agreement of the Trust dated as of ____________, 2003 (as the same may be amended, restated, modified or otherwise supplemented from time to time the “Trust Agreement”);

WHEREAS, the Company will directly or indirectly own all of the Common Securities of the Trust and will issue the Debentures;

NOW, THEREFORE, in consideration of the purchase by each holder of the Trust Preferred Securities, which purchase the Company hereby agrees shall benefit the Company and which purchase the Company acknowledges will be made in reliance upon the execution and delivery of this Agreement, the Company and the Trust hereby agree as follows:

ARTICLE I

Section 1.1             Guarantee by the Company.

Subject to the terms and conditions hereof, the Company hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the “Beneficiaries”) the full payment, when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries.  As used herein, “Obligations” means any costs, expenses or liabilities of the Trust, other than obligations of the Trust to pay to holders of any Trust Preferred Securities or other similar interests in the Trust the amounts due such holders pursuant to the terms of the Trust Preferred Securities or such other similar interests, as the case maybe.  This Agreement is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof.

Section 1.2             Term of Agreement.

This Agreement shall terminate and be of no further force and effect on the date on which full payment has been made of all amounts payable to all holders of all the Trust Preferred Securities (whether upon redemption, liquidation, exchange or otherwise); provided, however, that this Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any holder of Trust Preferred Securities or any Beneficiary must restore payment of any sums paid under

the Trust Preferred Securities, under any Obligation, under the Guarantee Agreement dated the date hereof by the Company and Wilmington Trust Company, as guarantee trustee, or under this Agreement for any reason whatsoever.  This Agreement is continuing, irrevocable, unconditional and absolute and the Company fully, knowingly and unconditionally waives any right to revoke the guarantee under Section 2815 of the California Civil Code or otherwise.

Section 1.3             Waiver of Notice.

The Company hereby waives notice of acceptance of this Agreement and of any Obligation to which it applies or may apply, and the Company hereby waives presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

Section 1.4             No Impairment.

The obligations, covenants, agreements and duties of the Company under this Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a)           the extension of time for the payment by the Trust of all or any portion of the Obligations or for the performance of any other obligation under, arising out of, or in connection with, the Obligations;

(b)           any failure, omission, delay or lack of diligence on the part of the Beneficiaries to enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries with respect to the Obligations or any action on the part of any Beneficiary granting indulgence or extension of any kind; or

(c)           the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust.

There shall be no obligation of the Beneficiaries to give notice to, or obtain the consent of, the Company with respect to the happening of any of the foregoing.

Section 1.5             Enforcement.

A Beneficiary may enforce this Agreement directly against the Company and the Company waives any right or remedy to require that any action be brought against the Trust or any other person or entity before proceeding against the Company.

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Section 1.6             Subrogation.

The Company shall be subrogated to all (if any) rights of the Trust in respect of any amounts paid to the Beneficiaries by the Company under this Agreement; provided, however, that the Company shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Agreement, if, at the time of any such payment, any amounts are due and, unpaid under this Agreement.

ARTICLE II

Section 2.1             Binding Effect.

All guarantees and agreements contained in this Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Company and shall inure to the benefit of the Beneficiaries.

Section 2.2             Amendment.

So long as there remains any Beneficiary or any Trust Preferred Securities are outstanding, this Agreement shall not be modified or amended in any manner adverse to such Beneficiary or to the holders of the Trust Preferred Securities.

Section 2.3             Notices.

Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering the same against receipt therefor by facsimile transmission (confirmed by mail), telex or by registered or certified mail, addressed as follows (and if so given, shall be deemed given when mailed or upon receipt of an answer-back, if sent by telex):

SVB Capital II:

c/o Silicon Valley Bancshares

3003 Tasman Drive

Santa Clara, California 95054

Facsimile No.: (408) 496-2405

Attention: Chief Financial Officer

Silicon Valley Bancshares:

3003 Tasman Drive

Santa Clara, California 95054

Facsimile No.: (408) 496-2405

Attention: Chief Financial Officer

Section 2.4             Choice of Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES).

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THIS AGREEMENT is executed as of the day and year first above written.

SILICON VALLEY BANCSHARES
By:
	Name:
	Title:
SVB CAPITAL II
By:
	Name:
	Title:

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EXHIBIT D

Form of Preferred Securities Certificate

This Preferred Security is a Global Certificate within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company (the “Depository”) or a nominee of the Depository.  This Preferred Security is exchangeable for Trust Preferred Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances.

Unless this Preferred Security is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York) to SVB CAPITAL II or its agent for registration of transfer, exchange or payment, and any Preferred Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Certificate Number P-1 Number of Trust Preferred Securities _____

CUSIP NO.

Certificate Evidencing Trust Preferred Securities

of

SVB CAPITAL II

____% Cumulative Trust Preferred Securities,
(liquidation amount $25 per Preferred Security)

SVB CAPITAL II, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that __________ (the “Holder”) is the registered owner of __________ (    ) Trust Preferred Securities of the Trust representing an undivided beneficial interest in the assets of the Trust and designated the SVB CAPITAL II____% Cumulative Trust Preferred Securities, (liquidation amount $25 per Preferred Security) (the “Trust Preferred Securities”).  The Trust Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below).  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust

Agreement of the Trust dated as of __________, 2003, (as the same may be amended, restated, modified or other wise supplemented from time to time, the “Trust Agreement”) including the designation of the terms of Trust Preferred Securities as set forth therein.  The Holder is entitled to the benefits of the Guarantee Agreement entered into by Silicon Valley Bancshares, a Delaware corporation, and Wilmington Trust Company, as guarantee trustee, dated as of __________, 2003, (the “Guarantee”), to the extent provided therein.  The Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder.

This Preferred Security is not a savings account or deposit or other obligation of a bank and is not insured by the Federal Deposit Insurance Corporation, by any other governmental agency, or otherwise.

In Witness Whereof, an Administrative Trustee of the Trust has executed this certificate this ____ day of __________, 2003.

SVB CAPITAL II

By:

Name:

Administrative Trustee

ASSIGNMENT

For Value Received, the undersigned assigns and transfers this Preferred Security to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Preferred Security Certificate on the books of the Trust.  The agent may substitute another to act for him or her.

Date:  __________

Signature:  ________________________________________

(Sign exactly as your name appears on the other side of this Preferred Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad–15.

EX-4.7

EXHIBIT 4.7

____________________________________________________________________

GUARANTEE AGREEMENT

Between

SILICON VALLEY BANCSHARES

(as Guarantor)

and

WILMINGTON TRUST COMPANY

(as Trustee)

dated as of

________________, 2003

____________________________________________________________________

CROSS-REFERENCE TABLE

Section of Trust Indenture Act of 1939 as amended	Section of Guarantee Agreement
310(a)	4.1(a)
310(b)	4.1(c), 2.8
310(c)	Inapplicable
311(a)	2.2(b)
311(b)	2.2(b)
311(c)	Inapplicable
312(a)	2.2(a)
312(b)	2.2(b)
313	2.3
314(a)	2.4
314(b)	Inapplicable
314(c)	2.5
314(d)	Inapplicable
314(e)	1.1, 2.5, 3.2
314(f)	2.1, 3.2
315(a)	3.1(d)
315(b)	2.7
315(c)	3.1(c)
315(d)	3.1 (d)
316(a)	1.1, 2.6, 5.4
316(b)	5.3
316(c)	9.2
317(a)	Inapplicable
317(b)	Inapplicable
318(a)	2.1(b)
318(b)	2.1
318(c)	2.1(a)

     * This Cross-Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms of provisions.

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of ____________, 2003, is executed and delivered by SILICON VALLEY BANCSHARES, a Delaware corporation (the “Guarantor”) having its principal office at 3003 Tasman Drive, Santa Clara, California, 95054, and Wilmington Trust Company as trustee (the “Guarantee Trustee”), for the benefit of the Holders from time to time of the Preferred Securities (as defined herein) of [SVB CAPITAL II], a Delaware statutory trust (the “Trust”).

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of ____________, 2003 (the “Trust Agreement”), among the Guarantor, as Depositor, Wilmington Trust Company as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees named therein and the Holders from time to time of undivided beneficial interests in the assets of the Trust, the Trust issued $______________ aggregate Liquidation Amount (as defined in the Trust Agreement) of its ____% Cumulative Trust Preferred Securities, Liquidation Amount $25 per Trust Preferred Security (the “Preferred Securities”);

WHEREAS, the Preferred Securities will be issued by the Trust and the proceeds thereof, together with the proceeds from the issuance of the Trust’s Common Securities (as defined below), will be used to purchase the Debentures (as defined in the Trust Agreement) of the Guarantor which were deposited with Wilmington Trust Company, as Property Trustee under the Trust Agreement, as trust assets;

WHEREAS, as an incentive for the Holders to purchase the Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement and pursuant to Section 5.1 hereof extends the Guarantee for the benefit of the Holders from time to time of the Preferred Securities.

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions.

As used in this Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings.  Capitalized or otherwise defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement and the Indenture (as defined herein), each as in effect on the date hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; provided, however, that an Affiliate of the Guarantor shall not be deemed to be an Affiliate of the Trust.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Board of Directors” means either the board of directors of the Guarantor or any committee of that board duly authorized to act hereunder.

“Common Securities” means the securities representing common undivided beneficial interests in the assets of the Trust.

“Event of Default” means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement; provided, however, that, except with respect to a default in payment of any Guarantee Payments, the Guarantor shall have received notice of default and shall not have cured such default within 90 days after receipt of such notice.

“Guarantee “has the meaning set forth in Section 5.1.

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by or on behalf of the Trust:  (a) any accrued and unpaid Distributions (as defined in the Trust Agreement) required to be paid on the Preferred Securities, to the extent the Trust shall have funds on hand available therefor at such time, (b) the applicable Redemption Price (as defined in the Trust Agreement), to the extent the Trust shall have funds on hand available therefor at such time, and (c) upon a voluntary or involuntary termination, winding up or liquidation of the Trust, unless Debentures are distributed to the Holders, the lesser of (i) the aggregate of the Liquidation Distribution (as defined in the Trust Agreement) and (ii) the amount of assets of the Trust remaining available for distribution to Holders of Preferred Securities after satisfaction of liabilities to creditors of the Trust as required by applicable law.

“Guarantee Trustee” means Wilmington Trust Company, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee.

“Holder” means any holder, as registered on the books and records of the Trust, of any Preferred Securities; provided, however, that in determining whether the holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee.

“Indenture” means the Junior Subordinated Indenture dated as of ____________, 2003, as supplemented and amended between the Guarantor and Wilmington Trust Company, as trustee.

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“List of Holders” has the meaning specified in Section 2.2(a).

“Majority in Liquidation Amount of the Preferred Securities” means, subject to Section 316(a) of the Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of the Liquidation Amount of all then outstanding Preferred Securities issued by the Trust.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman or a Vice Chairman of the Board of Directors of such Person or the President, Chief Executive Officer or a Vice President of such Person, and by the Chief Financial Officer, the Secretary or an Assistant Secretary of such Person, and delivered to the Guarantee Trustee.  Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

(a)           a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;

(b)           a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;

(c)           a statement that each officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with, and

(d)           a statement as to whether, in the opinion of each officer, such condition or covenant has been complied with.

“Other Guarantees” means any guarantees similar to the Guarantee issued, from time to time, by the Guarantor on behalf of holders of one or more series of Preferred Securities issued by any SVB Trust (as defined in the Indenture) other than the Trust.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Responsible Officer” means, with respect to the Guarantee Trustee, any officer of the Corporate Trust Department of the Guarantee Trustee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.

“Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

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“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

ARTICLE II

TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

(a)           This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by such provisions.

(b)           If and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 2.2. List of Holders.

(a)           The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (i) semiannually, on or before January 15 and July 15 of each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders (“List of Holders”) as of a date not more than 15 days prior to the delivery thereof, and (ii) at such other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is furnished, in each case to the extent such information is in the possession or control of the Guarantor and is not identical to a previously supplied list of Holders or has not otherwise been received by the Guarantee Trustee in its capacity as such.  The Guarantee Trustee shall preserve, in as current form as is reasonably practicable, the names and addresses of the Holders contained in the most recent List of Holders furnished to the Guarantee Trustee. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b)           The Guarantee Trustee shall comply with its obligations under Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

SECTION 2.3. Reports by the Guarantee Trustee.

Not later than March 31 of each year, commencing on the year beginning January l, 2004, the Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act.  The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4. Periodic Reports to the Guarantee Trustee.

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The Guarantor shall provide to the Guarantee Trustee, the Commission and the Holders such documents, reports and information, if any, as required by Section 314(a) of the Trust Indenture Act and the compliance certificate required by Section 314(a)(4) of the Trust Indenture Act, in the form, in the manner and at the times required by Section 314(a) of the Trust Indenture Act.

SECTION 2.5. Evidence of Compliance with Conditions Precedent.

The Guarantor shall provide to the Guarantee Trustee, on an annual basis, such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act.  Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

SECTION 2.6. Events of Default; Waiver.

The Holders of a Majority in Liquidation Amount of the Preferred Securities may, by vote, on behalf of the Holders, waive any past Event of Default and its consequences.  Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent therefrom.

SECTION 2.7. Event of Default; Notice.

(a)           The Guarantee Trustee shall, within 90 days after the occurrence of a default which with notice or the passage of time, or both, could become an Event of Default, transmit by mail, first class postage prepaid, to the Holders, notices of all such defaults known to the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

(b)           The Guarantee Trustee shall not be deemed to have knowledge of any such default unless the Guarantee Trustee shall have received written notice, or a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice, of such default.

SECTION 2.8. Conflicting Interests.

The Trust Agreement shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

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ARTICLE III

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee.

(a)           This Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee to any Person except to a Holder exercising his or her rights pursuant to Section 5.4(d) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its appointment to act as Successor Guarantee Trustee.  The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Guarantee Trustee.

(b)           If an Event of Default has occurred and is continuing, the Guarantee Trustee shall enforce this Guarantee for the benefit of the Holders.

(c)           The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee.  In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d)           No provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)    prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:

(A)          the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement; and

(B)           in the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any such certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically

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required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement;

(ii)   The Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made;

(iii)  the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and

(iv)  no provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 3.2. Certain Rights of Guarantee Trustee.

(a)           Subject to the provisions of Section 3.1:

(i)    The Guarantee Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties.

(ii)   Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein.

(iii)  Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of such request from the Guarantee Trustee; shall be promptly delivered by the Guarantor.

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(iv)  The Guarantee Trustee may consult with legal counsel, and the written advice or opinion of such legal counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion.  Such legal counsel may be legal counsel to the Guarantor or any of its Affiliates and may be one of its employees.  The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction.

(v)   The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder, unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity as would satisfy a reasonable person in the position of the Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee Agreement.

(vi)  The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may, make such further inquiry or investigation into such facts or matters as it may see fit.

(vii) The Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder.

(viii)  Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in acting in accordance with such instructions.

(b)           No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation.  No permissive power or authority available to the Guarantee Trustee shall be construed to be a duty to act in accordance with such power and authority.

SECTION 3.3. Indemnity.

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The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Guarantee Trustee, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

ARTICLE IV

GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee: Eligibility.

(a)           There shall at all times be a Guarantee Trustee which shall:

(i)    not be an Affiliate of the Guarantor; and

(ii)   be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the or for the of this Section and to supervising examining authority, then, purposes 4.1(a)(ii) the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b)           If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c).

(c)           If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

SECTION 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.

(a)           Subject to Section 4.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor.

(b)           The Guarantee Trustee shall not be removed until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor.

(c)           The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation.  The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall

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not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee.

(d)           If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee.

Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

ARTICLE V

GUARANTEE

SECTION 5.1. Guarantee.

The Guarantor irrevocably and unconditionally agrees to pay in full on a subordinated basis to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Trust), as and when due, regardless of any defense, right of set-off or counterclaim which the Trust may have or assert other than the defense of payment (the “Guarantee”).  The Guarantee is a continuing guarantee, and the Guarantor fully, knowingly and unconditionally waives any right the Guarantor may have to revoke the Guarantee as to any future transactions under Section 2815 of the California Civil Code or otherwise.  The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Trust to pay such amounts to the Holders.

SECTION 5.2. Waiver of Notice and Demand.

The Guarantor hereby waives notice of acceptance of the Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, Trust or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

SECTION 5.3. Obligations Not Affected.

The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

(a)           the release or waiver, by operation of law or otherwise, of the performance or observance by the Trust of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Trust;

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(b)           the extension of time for the payment by the Trust of all or any portion of the Distributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities;

(c)           any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Trust granting indulgence or extension of any kind;

(d)           the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust;

(e)           any invalidity of, or defect or deficiency in, the Preferred Securities;

(f)            the settlement or compromise of any obligation guaranteed hereby or hereby incurred;

(g)           any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.  There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.  In addition to the foregoing provisions of this Section 5.3 and Section 5.2, Guarantor waives all rights and defenses arising out of an election of remedies by Guarantee Trustee or Holders, even though that election of remedies has destroyed the Guarantor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise.

SECTION 5.4. Rights of Holders.

The Guarantor expressly acknowledges that: (a) this Guarantee will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (b) the Guarantee Trustee has the right to enforce this Guarantee on behalf of the Holders; (c) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (d) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Trust or any other Person.

SECTION 5.5. Guarantee of Payment.

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This Guarantee creates a guarantee of payment and not of collection.  This Guarantee will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Trust) or upon distribution of Debentures to Holders as provided in the Trust Agreement.

SECTION 5.6. Subrogation.

The Guarantor shall be subrogated to all (if any) rights of the Holders against the Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement and shall have the right to waive payment by the Trust pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee.  If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

SECTION 5.7. Independent Obligations.

The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Trust with respect to the Preferred Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI

COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination.

The obligations of the Guarantor under this Guarantee will constitute unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment to all Senior Debt in the same manner as Debentures.

SECTION 6.2. Pari Passu Guarantees.

The obligations of the Guarantor under this Guarantee shall rank pari passu with the obligations of the Guarantor under all Other Guarantees.

ARTICLE VII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 7.1. Guarantor May Consolidate, Etc., Only on Certain Terms.

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The Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Guarantor is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a)           in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume the Guarantor’s obligations under this Guarantee;

(b)           immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing;

(c)           such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and

(d)           the Guarantor has delivered to the Guarantee Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

SECTION 7.2. Successor Guarantor Substituted.

Upon any consolidation or merger by the Guarantor with or into any other Person, or any conveyance, transfer or lease by the Guarantor of its properties and assets substantially as an entirety to any Person in accordance with Section 7.1, the successor Person formed by such consolidation or into which the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Guarantee Agreement with the same effect as if such successor Person had been named as the Guarantor herein; and in the event of any such conveyance, transfer or lease the Guarantor shall be discharged from all obligations and covenants under this Guarantee Agreement.

ARTICLE VIII

TERMINATION

SECTION 8.1. Termination.

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This Guarantee Agreement shall terminate and be of no further force and effect upon the earliest of (a) full payment of the applicable Redemption Price of all Preferred Securities, (b) the distribution of Debentures to the Holders in exchange for all of the Preferred Securities or (c) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Trust.  Notwithstanding the foregoing clauses (a) through (c), this Guarantee Agreement will continue to be effective or will be reinstated if it has been terminated pursuant to one of such clauses (a) through (c), as the case may be, if at any time any Holder must restore payment of any sums paid with respect to Preferred Securities or this Guarantee Agreement.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1. Successors and Assigns.

All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred Securities then outstanding.  Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article VII hereof and Article VIII of the Indenture, the Guarantor shall not assign its obligations hereunder.

SECTION 9.2. Amendments.

Except with respect to any changes which do not adversely affect the rights of the Holders in any material respect (in which case no vote will be required), this Guarantee Agreement may not be amended without the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Preferred Securities.  The provisions of Article VI of the Trust Agreement concerning meetings of the Holders shall apply to the giving of such approval.

SECTION 9.3. Notices.

Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows:

(a)           if given to the Guarantor, to the address set forth below or such other address, facsimile number or to the attention of such other Person as the Guarantor may give notice to the Holders:

Silicon Valley Bancshares

3003 Tasman Drive

Santa Clara, California 95054

Facsimile No.: (408) 496-2405

Attention: Chief Financial Officer

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(b)           if given to the Trust, in care of the Guarantee Trustee, at the Trust’s (and the Guarantee Trustee’s) address set forth below or such other address as the Guarantee Trustee on behalf of the Trust may give notice to the Holders:

SVB Capital II

c/o Silicon Valley Bancshares

3003 Tasman Drive

Santa Clara, California, 95054

Facsimile No.: (408) 496-2405

Attention: Chief Financial Officer

with a copy to:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Facsimile No.: (302) 636-6071

Attention: Don MacKelcan

(c)           if given to any Holder, at the address set forth on the books and records of the Trust.

All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

SECTION 9.4. Benefit.

This Guarantee is solely for the benefit of the Holders and is not separately transferable from the Preferred Securities.

SECTION 9.5. Interpretation.

In this Guarantee Agreement, unless the context otherwise requires:

(a)           capitalized terms used in this Guarantee Agreement but not defined in the preamble hereto have the respective meanings assigned to them, in Section 1.1;

(b)           a term defined anywhere in this Guarantee Agreement has the same meaning throughout;

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(c)           all references to “the Guarantee Agreement” or “this Guarantee Agreement” are to this Guarantee Agreement as modified, supplemented or amended from time to time;

(d)           all references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified;

(e)           a term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless the context otherwise requires;

(f)            a reference to the singular includes the plural and vice versa; and

(g)           the masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders.

SECTION 9.6. Governing Law.

THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

[The remainder of this page is intentionally left blank]

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THIS GUARANTEE AGREEMENT is executed as of the day and year fast above written.

Silicon Valley Bancshares

By:                                                                                               

Name:

Title:

Wilmington Trust Company

as Guarantee Trustee

By:                                                                                               

Name:

Title:

EX-12.1

EXHIBIT 12.1

Silicon Valley Bancshares
Earnings To Fixed Charges
December 31, 2002

Source: SEC rules and regulations, S-K 503

(Dollars in thousands)	Six Months Ended June 30, 2003		Six Months Ended June 30, 2002		Year Ended December 31,
					2002		2001		2000		1999		1998
Earnings available to cover fixed charges:
I. Income before income taxes	$	14,016	$	44,512	$	80,077	$	141,152	$	266,975	$	86,228	$	48,973
II. Fixed charges:
Interest on customer deposits	4,840		9,060		16,229		36,866		56,912		76,430		78,609
Interest on other borrowings	527		961		1,647		475		—		—		4
Trust preferred securities distributions	1,650		1,650		3,300		3,300		3,300		3,300		2,012
Rental expense	1,927		1,939		4,100		3,406		1,814		1,276		1,010
Total fixed charges	8,944		13,610		25,276		44,047		62,026		81,006		81,635
III. Ratio of earnings to fixed charges:
Excluding interest on customer deposits	4.4x		10.8x		9.9x		20.7x		53.2x		19.8x		17.2x
Including interest on customer deposits	2.6x		4.3x		4.2x		4.2x		5.3x		2.1x		1.6x

EX-23.1

EXHIBIT 23.1

Consent of Independent Auditors

The Board of Directors
Silicon Valley Bancshares:

        We consent to incorporation by reference in the registration statement on Form S-3 of Silicon Valley Bancshares of our report dated January 16, 2003, relating to the consolidated balance sheets of Silicon Valley Bancshares and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2002, which report appears in the December 31, 2002 annual report on Form 10-K of Silicon Valley Bancshares, incorporated by reference herein, and to the reference to our firm under the heading "Experts" in the prospectus.

	/s/ KPMG LLP
San Francisco, California September 29, 2003

EX-25.1

EXHIBIT 25.1

Registration No.  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST COMPANY

(Exact name of trustee as specified in its charter)

Delaware	51-0055023
(State of incorporation)	(I.R.S. employer identification no.)

Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890

(Address of principal executive offices)

Cynthia L. Corliss
Vice President and Trust Counsel
Wilmington Trust Company
Rodney Square North
Wilmington, Delaware  19890
(302) 651-8516

(Name, address and telephone number of agent for service)

SILICON VALLEY BANCSHARES

(Exact name of obligor as specified in its charter)

Delaware	91-1962278
(State of incorporation)	(I.R.S. employer identification no.)
3003 Tasman Drive Santa Clara, California	95054
(Address of principal executive offices)	(Zip Code)

Junior Subordinated Deferrable Interest Debentures of Silicon Valley Bancshares

(Title of the indenture securities)

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Federal Deposit Insurance Co.	State Bank Commissioner
Five Penn Center	Dover, Delaware
Suite #2901
Philadelphia, PA

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2.AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

ITEM 16.LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of Eligibility and Qualification.

A.Copy of the Charter of Wilmington Trust Company, which includes the authorization of Wilmington Trust Company to exercise corporate trust powers.

B.Copy of By-Laws of Wilmington Trust Company.

C.Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act.

D.Copy of most recent Report of Condition of Wilmington Trust Company.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the  26th day of September, 2003.

		WILMINGTON TRUST COMPANY
[SEAL]
Attest:	/s/ Janel Havrilla	By:	/s/ Donald G. MacKelcan
Assistant Secretary		Name:  Donald G. MacKelcan
		Title:  Vice President

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EXHIBIT A

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

Amended Charter

or

Act of Incorporation

of

Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate the Delaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

First: - The name of this corporation is Wilmington Trust Company.

Second: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City.  In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

Third: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

(1)  To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver

bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created.

(2)  To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere.

(3)  To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

(4)  To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches.

(5)  To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property.

(6)  To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

(7)  To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

(8)  To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with

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any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

(9)  To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

(10)  And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation.

(11)  To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such

3

bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein.

(b)  In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers:

(1)  To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

(2)  To acquire the good will, rights, property and franchises and to undertake the whole or any part of  the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

(3)  To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated.

(4)  To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount,  execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments.

(5)  To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

(6)  It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

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Fourth: - (a)  The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of:

(1)  One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

(2)  Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

(b)  Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated.  All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative.  The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(1)  The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(2)  The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative;

(3)  The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(4)  Whether or not Preferred Stock of such series shall be subject to redemption,

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and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed.

(5)  The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation.

(6)  The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(7)  The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine.

(c)  (1)  After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article Fourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

(2)  After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article Fourth), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

(3)  Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.

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(d)  No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

(e)  The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(f)  Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(g)  Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(h)  The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to

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vote thereon.

Fifth: - (a)  The business and affairs of the Corporation shall be conducted and managed by a Board of Directors.  The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

(b)  The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year.  At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting.  Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors.  At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified.  No decrease in the number of directors shall shorten the term of any incumbent director.

(c)  Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.

(d)  Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors.  Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the

8

Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders.  Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

(e)  Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee.

(f)  The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(g)  No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

Sixth: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper.

Seventh: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

Eighth: - This Act shall be deemed and taken to be a private Act.

Ninth: - This Corporation is to have perpetual existence.

Tenth: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Eleventh: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

Twelfth: - The Corporation may transact business in any part of the world.

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Thirteenth: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board.  The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

Fourteenth: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them.

Fifteenth: - (a) (1)  In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article Fifteenth:

(A)  any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

(B)  any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or

(C)  the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

(D)  the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

(E)  any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the

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outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least  two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”).  Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(2)  The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a).

(b)  The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board.

(c)  For the purposes of this Article Fifteenth:

(1)  A “person” shall mean any individual, firm, corporation or other entity.

(2)  “Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

(A)  is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

(B)  is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or

(C)  is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities

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Act of 1933.

(3)  A person shall be the “beneficial owner” of any Voting Shares:

(A)  which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

(B)  which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

(C)  which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.

(4)  The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

(5)  “Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981.

(6)  “Subsidiary” shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(d)  majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of

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securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more.

(e)  Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Sixteenth:   Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

Seventeenth: (a)  a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended.

(b)  Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

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EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on January 16, 2003

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I

Stockholders’ Meetings

Section 1.  Annual Meeting.  The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2.  Special Meetings.  Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 3.  Notice.  Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

Section 4.  Quorum.  A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured.  At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2

Directors

Section 1.  Management.  The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2.  Number.  The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof.

Section 3.  Qualification.  In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The

Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

Section 4.  Meetings.  The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

Section 6.  Quorum.  A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7.  Notice.  Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8.  Vacancies.  In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified.

Section 9.  Organization Meeting.  The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board,  a Chief Executive Officer and a President, who may be the same person.  The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable.  The Board of Directors may also elect at such meeting one or more Associate Directors.  The Board of Directors, the Executive Committee or another committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

Section 10.  Removal.  The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

Section 11.  Responsibility of Officers.  The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

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Section 12.  Participation in Meetings.  The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

ARTICLE 3

Committees of the Board of Directors

Section 1.  Executive Committee.

(A)The Executive Committee shall be composed of not more than nine (9) members, who shall be selected by the Board of Directors from its own members, and who shall hold office at the pleasure of the Board of Directors.

(B)The Executive Committee shall have and may exercise, to the fullest extent permitted by law, all of the powers of the Board of Directors when it is not in session to transact all business for and on behalf of the Company that may be brought before it.

(C)The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President.  The majority of its members shall be necessary to constitute a quorum for the transaction of business.  Special meetings of the Executive Committee may be held at any time when a quorum is present.

(D)Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting.

(E)In the event of an emergency of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these Bylaws, any two available members of the Executive Committee as constituted immediately prior to such emergency shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article 3 of these Bylaws.  In the event of the unavailability, at such time, of a minimum of two members of the Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section.  This Bylaw shall be subject to implementation by resolutions

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of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these Bylaws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementing resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this Section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these Bylaws.

Section 2.  Audit Committee.

(A)The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B)The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C)The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3.  Compensation Committee.

(A)The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C)The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

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Section 4.  Nominating and Corporate Governance Committee.

(A)   The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)   The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

(C)   The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 5.Other Committees.  The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

Section 6.  Associate Directors.

(A)Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

(B)Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

Section 7.  Absence or Disqualification of Any Member of a Committee.  In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

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ARTICLE 4

Officers

Section 1.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2.  Chief Executive Officer.  The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3.  President.  The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

Section 4.  Duties.  The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

Section 5.  Vice Presidents.  There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

Section 6.  Secretary.  The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis.  In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting.  He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7.  Chief Financial Officer.  The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company.  He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the

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evidence of property or indebtedness and of all transactions of the Company.  He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

Section 8.  Controller.  There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

Section 9.  Audit Officers.  The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10.  Other Officers.  There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

Section 11.  Powers and Duties of Other Officers.  The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

Section 12.Number of Offices.  Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

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ARTICLE 5

Stock and Stock Certificates

Section 1.  Transfer.  Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 2.  Certificates.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company.  The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.  Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee.

Section 3.  Record Date.  The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

ARTICLE 6

Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

ARTICLE 7

Fiscal Year

The fiscal year of the Company shall be the calendar year.

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ARTICLE 8

Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors or the Executive Committee, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors and/or the Executive Committee.

ARTICLE 9

Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine.  Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10

Indemnification

Section 1. Persons Covered.  The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director of the Company or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent

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of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2.  Advance of Expenses.  The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3.  Certain Rights.  If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director or person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4.  Non-Exclusive.  The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.  Reduction of Amount.  The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such

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person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6.  Effect of Modification.  Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

ARTICLE 12

Miscellaneous

Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

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EXHIBIT C

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

		WILMINGTON TRUST COMPANY
Dated:	September 26, 2003	By:	/s/ Donald G. MacKelcan
		Name:  Donald G. MacKelcan
		Title:  Vice President

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EXHIBIT D

NOTICE

This form is intended to assist state nonmember banks and savings banks with state publication requirements.  It has not been approved by any state banking authorities.  Refer to your appropriate state banking authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY	of	WILMINGTON
Name of Bank		City

in the State of DELAWARE, at the close of business on June 30, 2003.

			Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins			221,573
Interest-bearing balances			0
Held-to-maturity securities			3,777
Available-for-sale securities			1,684,467
Federal funds sold in domestic offices			465,275
Securities purchased under agreements to resell			18,800
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		5,598,733
LESS:  Allowance for loan and lease losses		77,873
Loans and leases, net of unearned income, allowance, and reserve			5,520,860
Assets held in trading accounts			0
Premises and fixed assets (including capitalized leases)			142,672
Other real estate owned			2,986
Investments in unconsolidated subsidiaries and associated companies			2,496
Customers’ liability to this bank on acceptances outstanding			0
Intangible assets:
a.  Goodwill			157
b.  Other intangible assets			11,897
Other assets			171,667
Total assets			8,246,627
LIABILITIES
Deposits:
In domestic offices			6,415,199
Noninterest-bearing	1,011,850
Interest-bearing	5,403,349
Federal funds purchased in domestic offices			286,799
Securities sold under agreements to repurchase			207,308
Trading liabilities (from Schedule RC-D)			0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases:			597,518
Bank’s liability on acceptances executed and outstanding			0
Subordinated notes and debentures			0
Other liabilities (from Schedule RC-G)			98,337
Total liabilities			7,605,161
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common Stock			500
Surplus (exclude all surplus related to preferred stock)			112,358
a.  Retained earnings			526,582
b.  Accumulated other comprehensive income			2,026
Total equity capital			641,466
Total liabilities, limited-life preferred stock, and equity capital			8,246,627

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EX-25.2

EXHIBIT 25.2

Registration No.  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST COMPANY

(Exact name of trustee as specified in its charter)

Delaware	51-0055023
(State of incorporation)	(I.R.S. employer identification no.)
Rodney Square North 1100 North Market Street Wilmington, Delaware  19890
(Address of principal executive offices)
Cynthia L. Corliss Vice President and Trust Counsel Wilmington Trust Company Rodney Square North Wilmington, Delaware  19890 (302) 651-8516
(Name, address and telephone number of agent for service)

SVB CAPITAL II

(Exact name of obligor as specified in its charter)

Delaware	32-6026428
(State of incorporation)	(I.R.S. employer identification no.)
3003 Tasman Drive Santa Clara, California	95054
(Address of principal executive offices)	(Zip Code)
% Cumulative Trust Preferred Securities of SVB Capital II
(Title of the indenture securities)

ITEM 1.GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Federal Deposit Insurance Co.	State Bank Commissioner
Five Penn Center	Dover, Delaware
Suite #2901
Philadelphia, PA

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2.AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

ITEM 16.LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of Eligibility and Qualification.

A.Copy of the Charter of Wilmington Trust Company, which includes the authorization of Wilmington Trust Company to exercise corporate trust powers.

B.Copy of By-Laws of Wilmington Trust Company.

C.Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act.

D.Copy of most recent Report of Condition of Wilmington Trust Company.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 26th day of September, 2003.

		WILMINGTON TRUST COMPANY
[SEAL]
Attest:	/s/ Janel Havrilla	By:	/s/ Donald G. MacKelcan
Assistant Secretary		Name:  Donald G. MacKelcan
		Title:  Vice President

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EXHIBIT A

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

Amended Charter

or

Act of Incorporation

of

Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate the Delaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

First: - The name of this corporation is Wilmington Trust Company.

Second: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City.  In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

Third: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

(1)  To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver

bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created.

(2)  To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere.

(3)  To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

(4)  To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches.

(5)  To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property.

(6)  To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

(7)  To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

(8)  To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with

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any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

(9)  To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

(10)  And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation.

(11)  To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such

3

bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein.

(b)  In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers:

(1)  To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

(2)  To acquire the good will, rights, property and franchises and to undertake the whole or any part of  the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

(3)  To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated.

(4)  To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount,  execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments.

(5)  To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

(6)  It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

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Fourth: - (a)  The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of:

(1)  One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

(2)  Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

(b)  Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated.  All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative.  The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(1)  The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(2)  The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative;

(3)  The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(4)  Whether or not Preferred Stock of such series shall be subject to redemption,

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and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed.

(5)  The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation.

(6)  The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(7)  The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine.

(c)  (1)  After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article Fourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

(2)  After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article Fourth), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

(3)  Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.

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(d)  No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

(e)  The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(f)  Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(g)  Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(h)  The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to

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vote thereon.

Fifth: - (a)  The business and affairs of the Corporation shall be conducted and managed by a Board of Directors.  The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

(b)  The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year.  At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting.  Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors.  At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified.  No decrease in the number of directors shall shorten the term of any incumbent director.

(c)  Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.

(d)  Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors.  Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the

8

Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders.  Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

(e)  Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee.

(f)  The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(g)  No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

Sixth: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper.

Seventh: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

Eighth: - This Act shall be deemed and taken to be a private Act.

Ninth: - This Corporation is to have perpetual existence.

Tenth: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Eleventh: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

Twelfth: - The Corporation may transact business in any part of the world.

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Thirteenth: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board.  The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

Fourteenth: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them.

Fifteenth: - (a) (1)  In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article Fifteenth:

(A)  any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

(B)  any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or

(C)  the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

(D)  the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

(E)  any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the

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outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least  two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”).  Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(2)  The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a).

(b)  The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board.

(c)  For the purposes of this Article Fifteenth:

(1)  A “person” shall mean any individual, firm, corporation or other entity.

(2)  “Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

(A)  is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

(B)  is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or

(C)  is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities

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Act of 1933.

(3)  A person shall be the “beneficial owner” of any Voting Shares:

(A)  which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

(B)  which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

(C)  which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.

(4)  The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

(5)  “Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981.

(6)  “Subsidiary” shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(d)  majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of

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securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more.

(e)  Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Sixteenth:   Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

Seventeenth: (a)  a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended.

(b)  Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

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EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on January 16, 2003

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I

Stockholders’ Meetings

Section 1.  Annual Meeting.  The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2.  Special Meetings.  Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 3.  Notice.  Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

Section 4.  Quorum.  A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured.  At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2

Directors

Section 1.  Management.  The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2.  Number.  The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof.

Section 3.  Qualification.  In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The

Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

Section 4.  Meetings.  The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

Section 6.  Quorum.  A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7.  Notice.  Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8.  Vacancies.  In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified.

Section 9.  Organization Meeting.  The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board,  a Chief Executive Officer and a President, who may be the same person.  The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable.  The Board of Directors may also elect at such meeting one or more Associate Directors.  The Board of Directors, the Executive Committee or another committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

Section 10.  Removal.  The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

Section 11.  Responsibility of Officers.  The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

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Section 12.  Participation in Meetings.  The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

ARTICLE 3

Committees of the Board of Directors

Section 1.  Executive Committee.

(A)The Executive Committee shall be composed of not more than nine (9) members, who shall be selected by the Board of Directors from its own members, and who shall hold office at the pleasure of the Board of Directors.

(B)The Executive Committee shall have and may exercise, to the fullest extent permitted by law, all of the powers of the Board of Directors when it is not in session to transact all business for and on behalf of the Company that may be brought before it.

(C)The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President.  The majority of its members shall be necessary to constitute a quorum for the transaction of business.  Special meetings of the Executive Committee may be held at any time when a quorum is present.

(D)Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting.

(E)In the event of an emergency of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these Bylaws, any two available members of the Executive Committee as constituted immediately prior to such emergency shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article 3 of these Bylaws.  In the event of the unavailability, at such time, of a minimum of two members of the Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section.  This Bylaw shall be subject to implementation by resolutions

3

of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these Bylaws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementing resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this Section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these Bylaws.

Section 2.  Audit Committee.

(A)The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B)The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C)The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3.  Compensation Committee.

(A)The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C)The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

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Section 4.  Nominating and Corporate Governance Committee.

(A)   The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)   The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

(C)   The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 5.  Other Committees.  The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

Section 6.  Associate Directors.

(A)Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

(B)Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

Section 7.  Absence or Disqualification of Any Member of a Committee.  In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

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ARTICLE 4

Officers

Section 1.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2.  Chief Executive Officer.  The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3.  President.  The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

Section 4.  Duties.  The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

Section 5.  Vice Presidents.  There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

Section 6.  Secretary.  The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis.  In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting.  He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7.  Chief Financial Officer.  The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company.  He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the

6

evidence of property or indebtedness and of all transactions of the Company.  He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

Section 8.  Controller.  There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

Section 9.  Audit Officers.  The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10.  Other Officers.  There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

Section 11.  Powers and Duties of Other Officers.  The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

Section 12.  Number of Offices.  Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

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ARTICLE 5

Stock and Stock Certificates

Section 1.  Transfer.  Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 2.  Certificates.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company.  The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.  Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee.

Section 3.  Record Date.  The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

ARTICLE 6

Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

ARTICLE 7

Fiscal Year

The fiscal year of the Company shall be the calendar year.

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ARTICLE 8

Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors or the Executive Committee, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors and/or the Executive Committee.

ARTICLE 9

Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine.  Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10

Indemnification

Section 1. Persons Covered.  The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director of the Company or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent

9

of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2.  Advance of Expenses.  The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3.  Certain Rights.  If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director or person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4.  Non-Exclusive.  The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.  Reduction of Amount.  The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such

10

person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6.  Effect of Modification.  Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

ARTICLE 12

Miscellaneous

Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

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EXHIBIT C

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

		WILMINGTON TRUST COMPANY
Dated:	September 26, 2003	By:	/s/ Donald G. MacKelcan
		Name:  Donald G. MacKelcan
		Title:  Vice President

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EXHIBIT D

NOTICE

This form is intended to assist state nonmember banks and savings banks with state publication requirements.  It has not been approved by any state banking authorities.  Refer to your appropriate state banking authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY	of	WILMINGTON
Name of Bank		City

in the State of  DELAWARE, at the close of business on June 30, 2003.

			Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins			221,573
Interest-bearing balances			0
Held-to-maturity securities			3,777
Available-for-sale securities			1,684,467
Federal funds sold in domestic offices			465,275
Securities purchased under agreements to resell			18,800
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		5,598,733
LESS:  Allowance for loan and lease losses		77,873
Loans and leases, net of unearned income, allowance, and reserve			5,520,860
Assets held in trading accounts			0
Premises and fixed assets (including capitalized leases)			142,672
Other real estate owned			2,986
Investments in unconsolidated subsidiaries and associated companies			2,496
Customers’ liability to this bank on acceptances outstanding			0
Intangible assets:
a.  Goodwill			157
b.  Other intangible assets			11,897
Other assets			171,667
Total assets			8,246,627
LIABILITIES
Deposits:
In domestic offices			6,415,199
Noninterest-bearing	1,011,850
Interest-bearing	5,403,349
Federal funds purchased in domestic offices			286,799
Securities sold under agreements to repurchase			207,308
Trading liabilities (from Schedule RC-D)			0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases:			597,518
Bank’s liability on acceptances executed and outstanding			0
Subordinated notes and debentures			0
Other liabilities (from Schedule RC-G)			98,337
Total liabilities			7,605,161
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common Stock			500
Surplus (exclude all surplus related to preferred stock)			112,358
a.  Retained earnings			526,582
b.  Accumulated other comprehensive income			2,026
Total equity capital			641,466
Total liabilities, limited-life preferred stock, and equity capital			8,246,627

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EX-25.3

EXHIBIT 25.3

Registration No.  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST COMPANY

(Exact name of trustee as specified in its charter)

Delaware	51-0055023
(State of incorporation)	(I.R.S. employer identification no.)
Rodney Square North 1100 North Market Street Wilmington, Delaware  19890
(Address of principal executive offices)
Cynthia L. Corliss Vice President and Trust Counsel Wilmington Trust Company Rodney Square North Wilmington, Delaware  19890 (302) 651-8516
(Name, address and telephone number of agent for service)
SILICON VALLEY BANCSHARES
(Exact name of obligor as specified in its charter)
Delaware	91-1962278
(State of incorporation)	(I.R.S. employer identification no.)
3003 Tasman Drive Santa Clara, California	95054
(Address of principal executive offices)	(Zip Code)
Guarantee with Respect to Trust Preferred Securities of SVB Capital II
(Title of the indenture securities)

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Federal Deposit Insurance Co.		State Bank Commissioner
Five Penn Center	Dover, Delaware
Suite #2901
Philadelphia, PA

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

ITEM 2.AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information furnished by the obligor, the obligor is not an affiliate of the trustee.

ITEM 16.LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of Eligibility and Qualification.

A.Copy of the Charter of Wilmington Trust Company, which includes the authorization of Wilmington Trust Company to exercise corporate trust powers.

B.Copy of By-Laws of Wilmington Trust Company.

C.Consent of Wilmington Trust Company required by Section 321(b) of Trust Indenture Act.

D.Copy of most recent Report of Condition of Wilmington Trust Company.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust Company, a corporation organized and existing under the laws of Delaware, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 26th day of September, 2003.

			WILMINGTON TRUST COMPANY
[SEAL]
Attest:		/s/ Janel Havrilla	By:	/s/ Donald G. MacKelcan
	Assistant Secretary		Name:  Donald G. MacKelcan
			Title:  Vice President

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EXHIBIT A

AMENDED CHARTER

Wilmington Trust Company

Wilmington, Delaware

As existing on May 9, 1987

Amended Charter
or
Act of Incorporation
of
Wilmington Trust Company

Wilmington Trust Company, originally incorporated by an Act of the General Assembly of the State of Delaware, entitled “An Act to Incorporate the Delaware Guarantee and Trust Company”, approved March 2, A.D. 1901, and the name of which company was changed to “Wilmington Trust Company” by an amendment filed in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter or Act of Incorporation of which company has been from time to time amended and changed by merger agreements pursuant to the corporation law for state banks and trust companies of the State of Delaware, does hereby alter and amend its Charter or Act of Incorporation so that the same as so altered and amended shall in its entirety read as follows:

First: - The name of this corporation is Wilmington Trust Company.

Second: - The location of its principal office in the State of Delaware is at Rodney Square North, in the City of Wilmington, County of New Castle; the name of its resident agent is Wilmington Trust Company whose address is Rodney Square North, in said City.  In addition to such principal office, the said corporation maintains and operates branch offices in the City of Newark, New Castle County, Delaware, the Town of Newport, New Castle County, Delaware, at Claymont, New Castle County, Delaware, at Greenville, New Castle County Delaware, and at Milford Cross Roads, New Castle County, Delaware, and shall be empowered to open, maintain and operate branch offices at Ninth and Shipley Streets, 418 Delaware Avenue, 2120 Market Street, and 3605 Market Street, all in the City of Wilmington, New Castle County, Delaware, and such other branch offices or places of business as may be authorized from time to time by the agency or agencies of the government of the State of Delaware empowered to confer such authority.

Third: - (a) The nature of the business and the objects and purposes proposed to be transacted, promoted or carried on by this Corporation are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do and in any part of the world, viz.:

(1)  To sue and be sued, complain and defend in any Court of law or equity and to make and use a common seal, and alter the seal at pleasure, to hold, purchase, convey, mortgage or otherwise deal in real and personal estate and property, and to appoint such officers and agents as the business of the Corporation shall require, to make by-laws not inconsistent with the Constitution or laws of the United States or of this State, to discount bills, notes or other evidences of debt, to receive deposits of money, or securities for money, to buy gold and silver

bullion and foreign coins, to buy and sell bills of exchange, and generally to use, exercise and enjoy all the powers, rights, privileges and franchises incident to a corporation which are proper or necessary for the transaction of the business of the Corporation hereby created.

(2)  To insure titles to real and personal property, or any estate or interests therein, and to guarantee the holder of such property, real or personal, against any claim or claims, adverse to his interest therein, and to prepare and give certificates of title for any lands or premises in the State of Delaware, or elsewhere.

(3)  To act as factor, agent, broker or attorney in the receipt, collection, custody, investment and management of funds, and the purchase, sale, management and disposal of property of all descriptions, and to prepare and execute all papers which may be necessary or proper in such business.

(4)  To prepare and draw agreements, contracts, deeds, leases, conveyances, mortgages, bonds and legal papers of every description, and to carry on the business of conveyancing in all its branches.

(5)  To receive upon deposit for safekeeping money, jewelry, plate, deeds, bonds and any and all other personal property of every sort and kind, from executors, administrators, guardians, public officers, courts, receivers, assignees, trustees, and from all fiduciaries, and from all other persons and individuals, and from all corporations whether state, municipal, corporate or private, and to rent boxes, safes, vaults and other receptacles for such property.

(6)  To act as agent or otherwise for the purpose of registering, issuing, certificating, countersigning, transferring or underwriting the stock, bonds or other obligations of any corporation, association, state or municipality, and may receive and manage any sinking fund therefor on such terms as may be agreed upon between the two parties, and in like manner may act as Treasurer of any corporation or municipality.

(7)  To act as Trustee under any deed of trust, mortgage, bond or other instrument issued by any state, municipality, body politic, corporation, association or person, either alone or in conjunction with any other person or persons, corporation or corporations.

(8)  To guarantee the validity, performance or effect of any contract or agreement, and the fidelity of persons holding places of responsibility or trust; to become surety for any person, or persons, for the faithful performance of any trust, office, duty, contract or agreement, either by itself or in conjunction with

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any other person, or persons, corporation, or corporations, or in like manner become surety upon any bond, recognizance, obligation, judgment, suit, order, or decree to be entered in any court of record within the State of Delaware or elsewhere, or which may now or hereafter be required by any law, judge, officer or court in the State of Delaware or elsewhere.

(9)  To act by any and every method of appointment as trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity in the receiving, holding, managing, and disposing of any and all estates and property, real, personal or mixed, and to be appointed as such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian or bailee by any persons, corporations, court, officer, or authority, in the State of Delaware or elsewhere; and whenever this Corporation is so appointed by any person, corporation, court, officer or authority such trustee, trustee in bankruptcy, receiver, assignee, assignee in bankruptcy, executor, administrator, guardian, bailee, or in any other trust capacity, it shall not be required to give bond with surety, but its capital stock shall be taken and held as security for the performance of the duties devolving upon it by such appointment.

(10)  And for its care, management and trouble, and the exercise of any of its powers hereby given, or for the performance of any of the duties which it may undertake or be called upon to perform, or for the assumption of any responsibility the said Corporation may be entitled to receive a proper compensation.

(11)  To purchase, receive, hold and own bonds, mortgages, debentures, shares of capital stock, and other securities, obligations, contracts and evidences of indebtedness, of any private, public or municipal corporation within and without the State of Delaware, or of the Government of the United States, or of any state, territory, colony, or possession thereof, or of any foreign government or country; to receive, collect, receipt for, and dispose of interest, dividends and income upon and from any of the bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property held and owned by it, and to exercise in respect of all such bonds, mortgages, debentures, notes, shares of capital stock, securities, obligations, contracts, evidences of indebtedness and other property, any and all the rights, powers and privileges of individual owners thereof, including the right to vote thereon; to invest and deal in and with any of the moneys of the Corporation upon such securities and in such manner as it may think fit and proper, and from time to time to vary or realize such investments; to issue bonds and secure the same by pledges or deeds of trust or mortgages of or upon the whole or any part of the property held or owned by the Corporation, and to sell and pledge such

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bonds, as and when the Board of Directors shall determine, and in the promotion of its said corporate business of investment and to the extent authorized by law, to lease, purchase, hold, sell, assign, transfer, pledge, mortgage and convey real and personal property of any name and nature and any estate or interest therein.

(b)  In furtherance of, and not in limitation, of the powers conferred by the laws of the State of Delaware, it is hereby expressly provided that the said Corporation shall also have the following powers:

(1)  To do any or all of the things herein set forth, to the same extent as natural persons might or could do, and in any part of the world.

(2)  To acquire the good will, rights, property and franchises and to undertake the whole or any part of  the assets and liabilities of any person, firm, association or corporation, and to pay for the same in cash, stock of this Corporation, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired, and to exercise all the powers necessary or convenient in and about the conduct and management of such business.

(3)  To take, hold, own, deal in, mortgage or otherwise lien, and to lease, sell, exchange, transfer, or in any manner whatever dispose of property, real, personal or mixed, wherever situated.

(4)  To enter into, make, perform and carry out contracts of every kind with any person, firm, association or corporation, and, without limit as to amount, to draw, make, accept, endorse, discount,  execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments.

(5)  To have one or more offices, to carry on all or any of its operations and businesses, without restriction to the same extent as natural persons might or could do, to purchase or otherwise acquire, to hold, own, to mortgage, sell, convey or otherwise dispose of, real and personal property, of every class and description, in any State, District, Territory or Colony of the United States, and in any foreign country or place.

(6)  It is the intention that the objects, purposes and powers specified and clauses contained in this paragraph shall (except where otherwise expressed in said paragraph) be nowise limited or restricted by reference to or inference from the terms of any other clause of this or any other paragraph in this charter, but that the objects, purposes and powers specified in each of the clauses of this paragraph shall be regarded as independent objects, purposes and powers.

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Fourth: - (a)  The total number of shares of all classes of stock which the Corporation shall have authority to issue is forty-one million (41,000,000) shares, consisting of:

(1)  One million (1,000,000) shares of Preferred stock, par value $10.00 per share (hereinafter referred to as “Preferred Stock”); and

(2)  Forty million (40,000,000) shares of Common Stock, par value $1.00 per share (hereinafter referred to as “Common Stock”).

(b)  Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors each of said series to be distinctly designated.  All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative.  The voting powers and the preferences and relative, participating, optional and other special rights of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and, subject to the provisions of subparagraph 1 of Paragraph (c) of this Article Fourth, the Board of Directors of the Corporation is hereby expressly granted authority to fix by resolution or resolutions adopted prior to the issuance of any shares of a particular series of Preferred Stock, the voting powers and the designations, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(1)  The distinctive designation of, and the number of shares of Preferred Stock which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(2)  The rate and times at which, and the terms and conditions on which, dividends, if any, on Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other class of stock and whether such dividends shall be cumulative or non-cumulative;

(3)  The right, if any, of the holders of Preferred Stock of such series to convert the same into or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock of the Corporation and the terms and conditions of such conversion or exchange;

(4)  Whether or not Preferred Stock of such series shall be subject to redemption,

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and the redemption price or prices and the time or times at which, and the terms and conditions on which, Preferred Stock of such series may be redeemed.

(5)  The rights, if any, of the holders of Preferred Stock of such series upon the voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation.

(6)  The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such series; and

(7)  The voting powers, if any, of the holders of such series of Preferred Stock which may, without limiting the generality of the foregoing include the right, voting as a series or by itself or together with other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of Preferred Stock or under such circumstances and on such conditions as the Board of Directors may determine.

(c)  (1)  After the requirements with respect to preferential dividends on the Preferred Stock (fixed in accordance with the provisions of section (b) of this Article Fourth), if any, shall have been met and after the Corporation shall have complied with all the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts (fixed in accordance with the provisions of section (b) of this Article Fourth), and subject further to any conditions which may be fixed in accordance with the provisions of section (b) of this Article Fourth, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board of Directors.

(2)  After distribution in full of the preferential amount, if any, (fixed in accordance with the provisions of section (b) of this Article Fourth), to be distributed to the holders of Preferred Stock in the event of voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.

(3)  Except as may otherwise be required by law or by the provisions of such resolution or resolutions as may be adopted by the Board of Directors pursuant to section (b) of this Article Fourth, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.

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(d)  No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations, whether such holders or others, and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

(e)  The relative powers, preferences and rights of each series of Preferred Stock in relation to the relative powers, preferences and rights of each other series of Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution or resolutions adopted pursuant to authority granted in section (b) of this Article Fourth and the consent, by class or series vote or otherwise, of the holders of such of the series of Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of Preferred Stock adopted pursuant to section (b) of this Article Fourth that the consent of the holders of a majority (or such greater proportion as shall be therein fixed) of the outstanding shares of such series voting thereon shall be required for the issuance of any or all other series of Preferred Stock.

(f)  Subject to the provisions of section (e), shares of any series of Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(g)  Shares of Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

(h)  The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to

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vote thereon.

Fifth: - (a)  The business and affairs of the Corporation shall be conducted and managed by a Board of Directors.  The number of directors constituting the entire Board shall be not less than five nor more than twenty-five as fixed from time to time by vote of a majority of the whole Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office, and provided further, that the number of directors constituting the whole Board shall be twenty-four until otherwise fixed by a majority of the whole Board.

(b)  The Board of Directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the whole Board permits, with the term of office of one class expiring each year.  At the annual meeting of stockholders in 1982, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting.  Any vacancies in the Board of Directors for any reason, and any newly created directorships resulting from any increase in the directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next annual election of directors.  At such election, the stockholders shall elect a successor to such director to hold office until the next election of the class for which such director shall have been chosen and until his successor shall be elected and qualified.  No decrease in the number of directors shall shorten the term of any incumbent director.

(c)  Notwithstanding any other provisions of this Charter or Act of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Charter or Act of Incorporation or the By-Laws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time without cause, but only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.

(d)  Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors.  Such nominations shall be made by notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the

8

Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders.  Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman on behalf of the Board.

(e)  Each notice under subsection (d) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of such nominee and (iii) the number of shares of stock of the Corporation which are beneficially owned by each such nominee.

(f)  The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(g)  No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

Sixth: - The Directors shall choose such officers, agents and servants as may be provided in the By-Laws as they may from time to time find necessary or proper.

Seventh: - The Corporation hereby created is hereby given the same powers, rights and privileges as may be conferred upon corporations organized under the Act entitled “An Act Providing a General Corporation Law”, approved March 10, 1899, as from time to time amended.

Eighth: - This Act shall be deemed and taken to be a private Act.

Ninth: - This Corporation is to have perpetual existence.

Tenth: - The Board of Directors, by resolution passed by a majority of the whole Board, may designate any of their number to constitute an Executive Committee, which Committee, to the extent provided in said resolution, or in the By-Laws of the Company, shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Eleventh: - The private property of the stockholders shall not be liable for the payment of corporate debts to any extent whatever.

Twelfth: - The Corporation may transact business in any part of the world.

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Thirteenth: - The Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation by a vote of the majority of the entire Board.  The stockholders may make, alter or repeal any By-Law whether or not adopted by them, provided however, that any such additional By-Laws, alterations or repeal may be adopted only by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class).

Fourteenth: - Meetings of the Directors may be held outside of the State of Delaware at such places as may be from time to time designated by the Board, and the Directors may keep the books of the Company outside of the State of Delaware at such places as may be from time to time designated by them.

Fifteenth: - (a) (1)  In addition to any affirmative vote required by law, and except as otherwise expressly provided in sections (b) and (c) of this Article Fifteenth:

(A)  any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any Interested Stockholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Stockholder), which, after such merger or consolidation, would be an Affiliate (as hereinafter defined) of an Interested Stockholder, or

(B)  any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate fair market value of $1,000,000 or more, or

(C)  the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more, or

(D)  the adoption of any plan or proposal for the liquidation or dissolution of the Corporation, or

(E)  any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the

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outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least  two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, considered for the purpose of this Article Fifteenth as one class (“Voting Shares”).  Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

(2)  The term “business combination” as used in this Article Fifteenth shall mean any transaction which is referred to in any one or more of clauses (A) through (E) of paragraph 1 of the section (a).

(b)  The provisions of section (a) of this Article Fifteenth shall not be applicable to any particular business combination and such business combination shall require only such affirmative vote as is required by law and any other provisions of the Charter or Act of Incorporation or By-Laws if such business combination has been approved by a majority of the whole Board.

(c)  For the purposes of this Article Fifteenth:

(1)  A “person” shall mean any individual, firm, corporation or other entity.

(2)  “Interested Stockholder” shall mean, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

(A)  is the beneficial owner, directly or indirectly, of more than 10% of the Voting Shares, or

(B)  is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of not less than 10% of the then outstanding voting Shares, or

(C)  is an assignee of or has otherwise succeeded in any share of capital stock of the Corporation which were at any time within two years prior thereto beneficially owned by any Interested Stockholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities

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Act of 1933.

(3)  A person shall be the “beneficial owner” of any Voting Shares:

(A)  which such person or any of its Affiliates and Associates (as hereafter defined) beneficially own, directly or indirectly, or

(B)  which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding, or

(C)  which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation.

(4)  The outstanding Voting Shares shall include shares deemed owned through application of paragraph (3) above but shall not include any other Voting Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options or otherwise.

(5)  “Affiliate” and “Associate” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981.

(6)  “Subsidiary” shall mean any corporation of which a majority of any class of equity security (as defined in Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on December 31, 1981) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Investment Stockholder set forth in paragraph (2) of this section (c), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

(d)  majority of the directors shall have the power and duty to determine for the purposes of this Article Fifteenth on the basis of information known to them, (1) the number of Voting Shares beneficially owned by any person (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in paragraph (3) of section (c), or (4) whether the assets subject to any business combination or the consideration received for the issuance or transfer of

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securities by the Corporation, or any Subsidiary has an aggregate fair market value of $1,000,000 or more.

(e)  Nothing contained in this Article Fifteenth shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Sixteenth:   Notwithstanding any other provision of this Charter or Act of Incorporation or the By-Laws of the Corporation (and in addition to any other vote that may be required by law, this Charter or Act of Incorporation by the By-Laws), the affirmative vote of the holders of at least two-thirds of the outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of this Charter or Act of Incorporation.

Seventeenth: (a)  a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Laws as the same exists or may hereafter be amended.

(b)  Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Director of the Corporation existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification.”

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EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

As existing on January 16, 2003

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I

Stockholders’ Meetings

Section 1.  Annual Meeting.  The annual meeting of stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time or place as may be designated by resolution by the Board of Directors.

Section 2.  Special Meetings.  Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 3.  Notice.  Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting.

Section 4.  Quorum.  A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a smaller number of shares may adjourn from time to time, without further notice, until a quorum is secured.  At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder’s name on the books of the Company on the record date for any such meeting as determined herein.

ARTICLE 2

Directors

Section 1.  Management.  The affairs and business of the Company shall be managed by or under the direction of the Board of Directors.

Section 2.  Number.  The authorized number of directors that shall constitute the Board of Directors shall be fixed from time to time by or pursuant to a resolution passed by a majority of the Board of Directors within the parameters set by the Charter of the Company. No more than two directors may also be employees of the Company or any affiliate thereof.

Section 3.  Qualification.  In addition to any other provisions of these Bylaws, to be qualified for nomination for election or appointment to the Board of Directors, a person must have not attained the age of sixty-nine years at the time of such election or appointment, provided however, the Nominating and Corporate Governance Committee may waive such qualification as to a particular candidate otherwise qualified to serve as a director upon a good faith determination by such committee that such a waiver is in the best interests of the Company and its stockholders. The

Chairman of the Board and the Chief Executive Officer shall not be qualified to continue to serve as directors upon the termination of their service in those offices for any reason.

Section 4.  Meetings.  The Board of Directors shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Board of Directors, the Chief Executive Officer or the President.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, the Chief Executive Officer or the President, and shall be called upon the written request of a majority of the directors.

Section 6.  Quorum.  A majority of the directors elected and qualified shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 7.  Notice.  Written notice shall be sent by mail to each director of any special meeting of the Board of Directors, and of any change in the time or place of any regular meeting, stating the time and place of such meeting, which shall be mailed not less than two days before the time of holding such meeting.

Section 8.  Vacancies.  In the event of the death, resignation, removal, inability to act or disqualification of any director, the Board of Directors, although less than a quorum, shall have the right to elect the successor who shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified.

Section 9.  Organization Meeting.  The Board of Directors at its first meeting after its election by the stockholders shall appoint an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, and shall elect from its own members a Chairman of the Board,  a Chief Executive Officer and a President, who may be the same person.  The Board of Directors shall also elect at such meeting a Secretary and a Chief Financial Officer, who may be the same person, and may appoint at any time such committees as it may deem advisable.  The Board of Directors may also elect at such meeting one or more Associate Directors.  The Board of Directors, the Executive Committee or another committee designated by the Board of Directors may elect or appoint such other officers as they may deem advisable.

Section 10.  Removal.  The Board of Directors may at any time remove, with or without cause, any member of any committee appointed by it or any associate director or officer elected by it and may appoint or elect his successor.

Section 11.  Responsibility of Officers.  The Board of Directors may designate an officer to be in charge of such departments or divisions of the Company as it may deem advisable.

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Section 12.  Participation in Meetings.  The Board of Directors or any committee of the Board of Directors may participate in a meeting of the Board of Directors or such committee, as the case may be, by conference telephone, video facilities or other communications equipment.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

ARTICLE 3

Committees of the Board of Directors

Section 1.  Executive Committee.

(A)The Executive Committee shall be composed of not more than nine (9) members, who shall be selected by the Board of Directors from its own members, and who shall hold office at the pleasure of the Board of Directors.

(B)The Executive Committee shall have and may exercise, to the fullest extent permitted by law, all of the powers of the Board of Directors when it is not in session to transact all business for and on behalf of the Company that may be brought before it.

(C)The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President.  The majority of its members shall be necessary to constitute a quorum for the transaction of business.  Special meetings of the Executive Committee may be held at any time when a quorum is present.

(D)Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting.

(E)In the event of an emergency of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these Bylaws, any two available members of the Executive Committee as constituted immediately prior to such emergency shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article 3 of these Bylaws.  In the event of the unavailability, at such time, of a minimum of two members of the Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section.  This Bylaw shall be subject to implementation by resolutions

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of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these Bylaws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementing resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this Section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these Bylaws.

Section 2.  Audit Committee.

(A)  The Audit Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board.

(B)  The Audit Committee shall have general supervision over the Audit Services Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Services Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable.

(C)The Audit Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 3.  Compensation Committee.

(A)The Compensation Committee shall be composed of not more than five (5) members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Compensation Committee shall in general advise upon all matters of policy concerning compensation, including salaries and employee benefits.

(C)The Compensation Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

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Section 4.  Nominating and Corporate Governance Committee.

(A)The Nominating and Corporate Governance Committee shall be composed of not more than five members, who shall be selected by the Board of Directors from its own members, none of whom shall be an officer or employee of the Company, and shall hold office at the pleasure of the Board of Directors.

(B)The Nominating and Corporate Governance Committee shall provide counsel and make recommendations to the Chairman of the Board and the full Board with respect to the performance of the Chairman of the Board and the Chief Executive Officer, candidates for membership on the Board of Directors and its committees, matters of corporate governance, succession planning for the Company’s executive management and significant shareholder relations issues.

(C)The Nominating and Corporate Governance Committee shall meet whenever and wherever its Chairperson, the Chairman of the Board, the Chief Executive Officer, the President, or a majority of the Committee’s members shall deem it to be proper for the transaction of its business.  A majority of the Committee’s members shall constitute a quorum for the transaction of business. The acts of the majority at a meeting at which a quorum is present shall constitute action by the Committee.

Section 5.  Other Committees.  The Company may have such other committees with such powers as the Board may designate from time to time by resolution or by an amendment to these Bylaws.

Section 6.  Associate Directors.

(A)Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve at the pleasure of the Board of Directors.

(B)Associate directors shall be entitled to attend all meetings of directors and participate in the discussion of all matters brought to the Board of Directors, but will not have a right to vote.

Section 7.  Absence or Disqualification of Any Member of a Committee.  In the absence or disqualification of any member of any committee created under Article III of these Bylaws, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

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ARTICLE 4

Officers

Section 1.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors and shall have such further authority and powers and shall perform such duties the Board of Directors may assign to him from time to time.

Section 2.  Chief Executive Officer.  The Chief Executive Officer shall have the powers and duties pertaining to the office of Chief Executive Officer conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board.

Section 3.  President.  The President shall have the powers and duties pertaining to the office of the President conferred or imposed upon him by statute, incident to his office or as the Board of Directors may assign to him from time to time.  In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall have the powers and duties of the Chairman of the Board.

Section 4.  Duties.  The Chairman of the Board, the Chief Executive Officer or the President, as designated by the Board of Directors, shall carry into effect all legal directions of the Executive Committee and of the Board of Directors and shall at all times exercise general supervision over the interest, affairs and operations of the Company and perform all duties incident to his office.

Section 5.  Vice Presidents.  There may be one or more Vice Presidents, however denominated by the Board of Directors, who may at any time perform all of the duties of the Chairman of the Board, the Chief Executive Officer and/or the President and such other powers and duties incident to their respective offices or as the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President or the officer in charge of the department or division to which they are assigned may assign to them from time to time.

Section 6.  Secretary.  The Secretary shall attend to the giving of notice of meetings of the stockholders and the Board of Directors, as well as the committees thereof, to the keeping of accurate minutes of all such meetings, recording the same in the minute books of the Company and in general notifying the Board of Directors of material matters affecting the Company on a timely basis.  In addition to the other notice requirements of these Bylaws and as may be practicable under the circumstances, all such notices shall be in writing and mailed well in advance of the scheduled date of any such meeting.  He shall have custody of the corporate seal, affix the same to any documents requiring such corporate seal, attest the same and perform other duties incident to his office.

Section 7.  Chief Financial Officer.  The Chief Financial Officer shall have general supervision over all assets and liabilities of the Company.  He shall be custodian of and responsible for all monies, funds and valuables of the Company and for the keeping of proper records of the

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evidence of property or indebtedness and of all transactions of the Company.  He shall have general supervision of the expenditures of the Company and periodically shall report to the Board of Directors the condition of the Company, and perform such other duties incident to his office or as the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President may assign to him from time to time.

Section 8.  Controller.  There may be a Controller who shall exercise general supervision over the internal operations of the Company, including accounting, and shall render to the Board of Directors or the Audit Committee at appropriate times a report relating to the general condition and internal operations of the Company and perform other duties incident to his office.

There may be one or more subordinate accounting or controller officers however denominated, who may perform the duties of the Controller and such duties as may be prescribed by the Controller.

Section 9.  Audit Officers.  The officer designated by the Board of Directors to be in charge of the Audit Services Division of the Company, with such title as the Board of Directors shall prescribe, shall report to and be directly responsible to the Audit Committee and the Board of Directors.

There shall be an Auditor and there may be one or more Audit Officers, however denominated, who may perform all the duties of the Auditor and such duties as may be prescribed by the officer in charge of the Audit Services Division.

Section 10.  Other Officers.  There may be one or more officers, subordinate in rank to all Vice Presidents with such functional titles as shall be determined from time to time by the Board of Directors, who shall ex officio hold the office of Assistant Secretary of the Company and who may perform such duties as may be prescribed by the officer in charge of the department or division to which they are assigned.

Section 11.  Powers and Duties of Other Officers.  The powers and duties of all other officers of the Company shall be those usually pertaining to their respective offices, subject to the direction of the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or the President and the officer in charge of the department or division to which they are assigned.

Section 12.  Number of Offices.  Any one or more offices of the Company may be held by the same person, except that (A) no individual may hold more than one of the offices of Chief Financial Officer, Controller or Audit Officer and (B) none of the Chairman of the Board, the Chief Executive Officer or the President may hold any office mentioned in Section 12(A).

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ARTICLE 5

Stock and Stock Certificates

Section 1.  Transfer.  Shares of stock shall be transferable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 2.  Certificates.  Every holder of stock shall be entitled to have a certificate signed by or in the name of the Company by the Chairman of the Board, the Chief Executive Officer or the President or a Vice President, and by the Secretary or an Assistant Secretary, of the Company, certifying the number of shares owned by him in the Company.  The corporate seal affixed thereto, and any of or all the signatures on the certificate, may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.  Duplicate certificates of stock shall be issued only upon giving such security as may be satisfactory to the Board of Directors or the Executive Committee.

Section 3.  Record Date.  The Board of Directors is authorized to fix in advance a record date for the determination of the stockholders entitled to notice of, and to vote at, any meeting of stockholders and any adjournment thereof, or entitled to receive payment of any dividend, or to any allotment of rights, or to exercise any rights in respect of any change, conversion or exchange of capital stock, or in connection with obtaining the consent of stockholders for any purpose, which record date shall not be more than 60 nor less than 10 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent.

ARTICLE 6

Seal

The corporate seal of the Company shall be in the following form:

Between two concentric circles the words “Wilmington Trust Company” within the inner circle the words “Wilmington, Delaware.”

ARTICLE 7

Fiscal Year

The fiscal year of the Company shall be the calendar year.

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ARTICLE 8

Execution of Instruments of the Company

The Chairman of the Board, the Chief Executive Officer, the President or any Vice President, however denominated by the Board of Directors, shall have full power and authority to enter into, make, sign, execute, acknowledge and/or deliver and the Secretary or any Assistant Secretary shall have full power and authority to attest and affix the corporate seal of the Company to any and all deeds, conveyances, assignments, releases, contracts, agreements, bonds, notes, mortgages and all other instruments incident to the business of this Company or in acting as executor, administrator, guardian, trustee, agent or in any other fiduciary or representative capacity by any and every method of appointment or by whatever person, corporation, court officer or authority in the State of Delaware, or elsewhere, without any specific authority, ratification, approval or confirmation by the Board of Directors or the Executive Committee, and any and all such instruments shall have the same force and validity as though expressly authorized by the Board of Directors and/or the Executive Committee.

ARTICLE 9

Compensation of Directors and Members of Committees

Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine.  Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be authorized by the Company to perform such special services as the Board of Directors may from time to time determine in accordance with any guidelines the Board of Directors may adopt for such services, and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

ARTICLE 10

Indemnification

Section 1. Persons Covered.  The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director of the Company or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent

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of another corporation, partnership, limited liability company, joint venture, trust, enterprise or non-profit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company shall be required to indemnify such a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

The Company may indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or threatened to be made a party or is otherwise involved in any proceeding by reason of the fact that he, or a person for whom he is the legal representative, is or was an officer, employee or agent of the Company or a director, officer, employee or agent of a subsidiary or affiliate of the Company, against all liability and loss suffered and expenses reasonably incurred by such person.  The Company may indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 2.  Advance of Expenses.  The Company shall pay the expenses incurred in defending any proceeding involving a person who is or may be indemnified pursuant to Section 1 in advance of its final disposition, provided, however, that the payment of expenses incurred by such a person in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by that person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article 10 or otherwise.

Section 3.  Certain Rights.  If a claim under this Article 10 for (A) payment of expenses or (B) indemnification by a director or person who is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity that is not a subsidiary or affiliate of the Company, including service with respect to employee benefit plans, is not paid in full within sixty days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4.  Non-Exclusive.  The rights conferred on any person by this Article 10 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter or Act of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.  Reduction of Amount.  The Company’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such

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person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

Section 6.  Effect of Modification.  Any amendment, repeal or modification of the foregoing provisions of this Article 10 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE 11

Amendments to the Bylaws

These Bylaws may be altered, amended or repealed, in whole or in part, and any new Bylaw or Bylaws adopted at any regular or special meeting of the Board of Directors by a vote of a majority of all the members of the Board of Directors then in office.

ARTICLE 12

Miscellaneous

Whenever used in these Bylaws, the singular shall include the plural, the plural shall include the singular unless the context requires otherwise and the use of either gender shall include both genders.

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EXHIBIT C

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

		WILMINGTON TRUST COMPANY
Dated:	September 26, 2003	By:	/s/ Donald G. MacKelcan
		Name:  Donald G. MacKelcan
		Title:  Vice President

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EXHIBIT D

NOTICE

This form is intended to assist state nonmember banks and savings banks with state publication requirements.  It has not been approved by any state banking authorities.  Refer to your appropriate state banking authorities for your state publication requirements.

REPORT OF CONDITION

Consolidating domestic subsidiaries of the

WILMINGTON TRUST COMPANY	of	WILMINGTON
Name of Bank		City

in the State of  DELAWARE, at the close of business on June 30, 2003.

			Thousands of dollars
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins			221,573
Interest-bearing balances			0
Held-to-maturity securities			3,777
Available-for-sale securities			1,684,467
Federal funds sold in domestic offices			465,275
Securities purchased under agreements to resell			18,800
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		5,598,733
LESS:  Allowance for loan and lease losses		77,873
Loans and leases, net of unearned income, allowance, and reserve			5,520,860
Assets held in trading accounts			0
Premises and fixed assets (including capitalized leases)			142,672
Other real estate owned			2,986
Investments in unconsolidated subsidiaries and associated companies			2,496
Customers’ liability to this bank on acceptances outstanding			0
Intangible assets:
a.  Goodwill			157
b.  Other intangible assets			11,897
Other assets			171,667
Total assets			8,246,627
LIABILITIES
Deposits:
In domestic offices			6,415,199
Noninterest-bearing	1,011,850
Interest-bearing	5,403,349
Federal funds purchased in domestic offices			286,799
Securities sold under agreements to repurchase			207,308
Trading liabilities (from Schedule RC-D)			0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases:			597,518
Bank’s liability on acceptances executed and outstanding			0
Subordinated notes and debentures			0
Other liabilities (from Schedule RC-G)			98,337
Total liabilities			7,605,161
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common Stock			500
Surplus (exclude all surplus related to preferred stock)			112,358
a.  Retained earnings			526,582
b.  Accumulated other comprehensive income			2,026
Total equity capital			641,466
Total liabilities, limited-life preferred stock, and equity capital			8,246,627

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