SILICON VALLEY BANCSHARES, S-8, 1997-05-30

SILICON VALLEY BANCSHARES
S-8, 1997-05-30
STATE COMMERCIAL BANKS

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<PAGE>

As filed with the Securities and Exchange Commission on May 30, 1997

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________

SILICON VALLEY BANCSHARES
(Exact name of registrant as specified in its charter)
___________________

CALIFORNIA 94-2856336
(State of incorporation) (I.R.S. Employer Identification No.)
___________________

3003 TASMAN DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 654-7400
(Address and telephone number of Principal Executive Offices)

1997 EQUITY INCENTIVE PLAN
(Full title of the plan)

JOHN C. DEAN
PRESIDENT, CHIEF EXECUTIVE OFFICER
SILICON VALLEY BANCSHARES
3003 TASMAN DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 654-7400
(Name, address, including zip codes and telephone number,
including area code, of agent for service)

____________________

Copies to:
CATHERINE NGO, ESQ.
SILICON VALLEY BANCSHARES
3003 TASMAN DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 654-7400

CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of registration
securities to be to be offering price aggregate fee
registered registered per share(1) offering price(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(par value $0.001) 900,000 shares $39.62 $39.62 $10,805.45
- ---------------------------------------------------------------------------------------------------------------------
Options to purchase
Common Stock 900,000 shares $ N/A $ N/A $ N/A
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act
of 1933, as amended (the "Securities Act"). The price per share and
aggregate offering price are calculated on the basis of the average of the
high and low sales price of Registrant's Common Stock on May 27, 1997 as
reported on the Nasdaq National Market.
<PAGE>

PART II

INCORPORATION REQUIRED IN THE REGISTRATION STATEMENTS
-----------------------------------------------------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby incorporated by reference in this registration statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission"):

1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").

2. The Company's Proxy Statement for the 1997 Annual Meeting of
Shareholders, filed pursuant to Section 14 of the Securities Exchange Act of
1934 (the "Exchange Act").

3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated April 23, 1987, filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Bylaws of the Company provide for the indemnification of the Company's
officers and directors against certain liabilities and expenses relating to
lawsuits and other proceedings in which they may become involved. Section 317
of the California Corporations Code also provides for indemnification of a
corporation's directors and officers under certain circumstances. Section
204(a)(10) and (11) and Section 317 of the California Corporations Code and the
Bylaws of the Company contain provisions covering indemnification of corporate
directors and officers against certain liabilities and expenses incurred as a
result of proceedings involving such persons in their capacities as directors
and officers, including proceedings under the Securities Act or the Exchange
Act.

The Company provides indemnity insurance pursuant to which its directors
and officers are indemnified or insured under certain circumstances against
certain liabilities or losses, including liabilities under the Securities Act.
The Company has obtained shareholder approval to enter into indemnity agreements
with their respective directors and officers. Each agreement provides for
indemnification of the fines, settlements and other amounts incurred by such
person in connection with the good faith performance of his or her duties as a
director or officer. The indemnification agreements also provide for the advance
payment by the Company of expenses incurred in defending any proceeding to which
the director or officer may be a party, provided that the affected director or
officer executed an undertaking, acceptable to the relevant board of directors,
agreeing to repay all amounts advanced for defense of the proceeding if it shall
be ultimately determined that such director or officer was not entitled to be
indemnified in accordance with Sections 204(a)(10) and (11) and Section 317 of
the California Corporations Code.

The Company understands that the staff of the Commission is of the opinion
that statutory, charter and contractual provisions as are described above have
no effect on claims arising under the federal securities laws.
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit No. Description

5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to
Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 3 of this
Registration Statement.
99.1 1997 Equity Incentive Plan.(1)
99.2 Form of Incentive Stock Option under 1997 Equity Incentive
Plan.
99.3 Form of Nonstatutory Stock Option under 1997 Equity Incentive
Plan.
- ------------------
(1) Filed as an exhibit with the Company's Proxy Statement for the 1997 Annual
Meeting of Shareholders on April 17, 1997, and incorporated herein by
reference.

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>

SIGNATURES
----------

The Registrant. 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-8 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 May 15,
1997.

Silicon Valley Bancshares

By: /s/ John C. Dean
---------------------------------------
John C. Dean
President and Chief Executive Officer
(Principal executive officer)

POWER OF ATTORNEY
-----------------

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints A. Catherine Ngo, his or her attorney-in-
fact, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, 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, and each of them, 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 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 their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

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

Signature Title Date
- --------- ----- ----

/s/ John C. Dean President, Chief Executive Officer and May 15, 1997
- ----------------------- Director (Principal Executive Officer)
John C. Dean

/s/ Scott H. Ray Executive Vice President and Chief May 15, 1997
- ----------------------- Financial Officer (Principal Financial
Scott H. Ray and Accounting Officer)

/s/ Daniel J. Kelleher Chairman of the Board May 15, 1997
- -----------------------
Daniel J. Kelleher

/s/ Gary K. Barr Director May 15, 1997
- -----------------------
Gary K. Barr

/s/ James F. Burns Director May 15, 1997
- -----------------------
James F. Burns
<PAGE>

/s/ Clarence J. Ferrari Director May 15, 1997
- -----------------------
Clarence J. Ferrari

/s/ David M. deWilde Director May 15, 1997
- -----------------------
David M. deWilde

/s/ Michael Roster Director May 15, 1997
- -----------------------
Michael Roster

/s/ James R. Porter Director May 15, 1997
- -----------------------
James R. Porter

/s/ Ann R. Wells Director May 15, 1997
- -----------------------
Ann R. Wells
<PAGE>

EXHIBIT INDEX

Exhibit No. Description

- -------------------
(1) Filed as an exhibit with the Company's Proxy Statement for the 1997 Annual
Meeting of Shareholders on April 17, 1997, and incorporated herein by
reference.

<PAGE>

Exhibit 5.1

May 20, 1997

Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by Silicon Valley Bancshares (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of 900,000 shares of the Company's
Common Stock (the "Shares") pursuant to the Company's 1997 Equity Incentive Plan
("the Plan").

In connection with this opinion, we have examined the Registration Statement and
related prospectus, your Articles of Incorporation and Bylaws, as amended, and
such other documents, records, certificates, memoranda and other instruments as
we deem necessary as a basis for this opinion. We have assumed the genuineness
and authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related prospectus, will be validly issued, fully
paid, and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

Cooley Godward LLP

By: /s/ Stephen W. Fackler
----------------------
Stephen W. Fackler

<PAGE>

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-8 of Silicon Valley Bancshares of our report dated January 27, 1997, relating
to the consolidated balance sheets of Silicon Valley Bancshares and subsidiaries
as of December 31, 1996 and 1995, and the related consolidated statements of
income, changes in shareholders' equity and cash flows for each of the years in
the three-year period ended December 31, 1996, which report appears in the
December 31, 1996 annual report on Form 10-K of Silicon Valley Bancshares.

Our report dated January 27, 1997, contains an explanatory paragraph for the
adoption of Statements of Financial Accounting Standards No. 115, Accounting for
Certain Investments in Debt and Equity Securities, in 1994.

/s/ KPMG Peat Marwick LLP
- -------------------------

San Jose, California
May 23, 1997

<PAGE>

EXHIBIT 99.2

INCENTIVE STOCK OPTION

Silicon Valley Bancshares (the "Company"), pursuant to its 1997 Equity
Incentive Plan (the "Plan"), has granted to Optionee an option to purchase
shares of the common stock of the Company ("Common Stock"). This option is
intended to qualify as an "incentive stock option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers), directors or consultants. Defined terms not explicitly
defined in this agreement shall have the same definitions as in the Plan or in
the Notice of Grant of Stock Options and Grant Agreement ("Notice of Grant"), to
which this agreement is attached.

The details of your option are as follows:

1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of
shares of Common Stock subject to this option is set forth in the Notice of
Grant.

2. VESTING. Subject to the limitations contained herein, the shares will
vest (become exercisable) as set forth in the Notice of Grant until either (i)
you cease to provide services to the Company for any reason, or (ii) this option
becomes fully vested.

3. OPTION PRICE AND METHOD OF PAYMENT.

(a) OPTION PRICE. The Option Price per Share of this option is the
price set forth in the Notice of Grant, such price being not less than one
hundred percent (100%) of the fair market value of the Common Stock on the date
of grant of this option.

(b) METHOD OF PAYMENT. Payment of the Option Price per Share is due
in full upon exercise of all or any part of each installment which has accrued
to you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the Option Price under one of the following
alternatives:

(i) Payment of the Option Price per Share in cash
(including check) at the time of exercise;

(ii) Provided that at the time of exercise the Company's
Common Stock is publicly traded and quoted regularly in the Wall Street Journal,
payment by delivery of already-owned shares of Common Stock, held for the period
required to avoid a charge to the Company's reported earnings, and owned free
and clear of any liens, claims, encumbrances or security interests, which Common
Stock shall be valued at its fair market value on the date of exercise; or
<PAGE>

(iii) Payment by a combination of the methods of payment
permitted by subparagraph 3(b)(i) and (ii) above.

4. WHOLE SHARES. This option may only be exercised for whole shares.

5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Securities Act or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act.

6. TERM. The term of this option commences on the Date of Grant and
expires on the Expiration Date, unless this option expires sooner as set forth
below or in the Plan. In no event may this option be exercised on or after the
Expiration Date. This option shall terminate prior to the Expiration Date as
follows: three (3) months after the termination of your Continuous Status as an
Employee, Director or Consultant with the Company or an Affiliate of the Company
unless one of the following circumstances exists:

(a) Your termination of Continuous Status as an Employee, Director or
Consultant is due to your disability. This option will then expire on the
earlier of the Expiration Date set forth above or twelve (12) months following
such termination of Continuous Status as an Employee, Director or Consultant.
You should be aware that if your disability is not considered a permanent and
total disability within the meaning of Section 422(c)(6) of the Code, and you
exercise this option more than three (3) months following the date of your
termination of employment, your exercise will be treated for tax purposes as the
exercise of a "nonstatutory stock option" instead of an "incentive stock
option."

(b) Your termination of Continuous Status as an Employee, Director or
Consultant is due to your death. This option will then expire on the earlier of
the Expiration Date set forth above or twelve (12) months after your death.

(c) Your termination of continuous status as an employee or consultant
is due to Cause (as defined in the Plan). This option will then expire on the
date of such termination.

(d) If during any part of such three (3)-month period you may not
exercise your option solely because of the condition set forth in paragraph 5
above, then your option will not expire until the earlier of the Expiration Date
set forth above or until this option shall have been exercisable for an
aggregate period of three (3) months after your termination of Continuous Status
as an Employee, Director or Consultant.
<PAGE>

(e) If your exercise of the option within three (3) months after
termination of your Continuous Status as an Employee, Director or Consultant
with the Company or with an Affiliate of the Company would result in liability
under section 16(b) of the Securities Exchange Act of 1934, then your option
will expire on the earlier of (i) the Expiration Date set forth above, (ii) the
tenth (10th) day after the last date upon which exercise would result in such
liability or (iii) six (6) months and ten (10) days after the termination of
your Continuous Status as an Employee, Director or Consultant with the Company
or an Affiliate of the Company.

However, this option may be exercised following termination of Continuous
Status as an Employee, Director or Consultant only as to that number of shares
as to which it was exercisable on the date of termination of Continuous Status
as an Employee, Director or Consultant under the provisions of paragraph 2 of
this option.

In order to obtain the federal income tax advantages associated with an
"incentive stock option," the Code requires that at all times beginning on the
date of grant of the option and ending on the day three (3) months before the
date of the option's exercise, you must be an employee of the Company or an
Affiliate of the Company, except in the event of your death or permanent and
total disability. The Company has provided for continued vesting or extended
exercisability of your option under certain circumstances for your benefit, but
cannot guarantee that your option will necessarily be treated as an "incentive
stock option" if you provide services to the Company or an Affiliate of the
Company as a consultant or exercise your option more than three (3) months after
the date your employment with the Company and all Affiliates of the Company
terminates.

7. EXERCISE.

(a) This option may be exercised, to the extent specified above, by
delivering a Notice of Exercise (in the form attached or otherwise designated by
the Company) together with the Option Price, to the Secretary of the Company, or
to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require
pursuant to subsection 12(e) of the Plan.

(b) By exercising this option you agree that:

(i) as a precondition to the completion of any exercise of this
option, the Company may require you to enter an arrangement providing for the
payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (1) the exercise of this option; (2) the lapse of any
substantial risk of forfeiture to which the shares are subject at the time of
exercise; or (3) the disposition of shares acquired upon such exercise; and

(ii) you will notify the Company in writing within fifteen (15)
days after the date of any disposition of any of the shares of the Common Stock
issued upon exercise of this option that occurs within two (2) years after the
date of this option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of this option.
<PAGE>

8. Transferability. This option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise this
option.

9. Option Not a Service Contract. This option is not an employment
contract and nothing in this option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company,
or of the Company to continue your employment with the Company. In addition,
nothing in this option shall obligate the Company or any Affiliate of the
Company, or their respective shareholders, Board of Directors, officers or
employees to continue any relationship which you might have as a Director or
Consultant for the Company or Affiliate of the Company.

10. Notices. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.

11. Governing Plan Document. This option is subject to all the provisions
of the Plan, a copy of which is attached hereto and its provisions are hereby
made a part of this option, including without limitation the provisions of
Section 6 of the Plan relating to option provisions, and is further subject to
all interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the Plan, the
provisions of the Plan shall control.

12. Shareholder Approval. This option is subject to shareholder approval
of the Plan within twelve (12) months of the Plan adoption date. If
shareholder approval is not obtained within such twelve (12)-month period,
this option shall immediately terminate in its entirety.

<PAGE>

EXHIBIT 99.3

NONSTATUTORY STOCK OPTION

Silicon Valley Bancshares (the "Company"), pursuant to its 1997 Equity
Incentive Plan (the "Plan"), has granted to Optionee an option to purchase
shares of the common stock of the Company ("Common Stock"). This option is not
intended to qualify as an "incentive stock option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").

The details of your option are as follows:

1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of
shares of Common Stock subject to this option is set forth in the Notice of
Grant.

3. OPTION PRICE AND METHOD OF PAYMENT.

(a) OPTION PRICE. The Option Price per Share is the price set forth
in the Notice of Grant, such price being not less than eighty-five percent (85%)
of the fair market value of the Common Stock on the Date of Grant.

(i) Payment of the Option Price per share in cash (including
check) at the time of exercise;

1
<PAGE>

(iii) Payment by a combination of the methods of payment
permitted by subparagraph 3(b)(i) and (ii) above.

4. WHOLE SHARES. This option may only be exercised for whole shares.

(c) Your termination of continuous status as an employee or consultant
is due to Cause (as defined in the Plan). This option will then expire on the
date of such termination.

2
<PAGE>

7. EXERCISE.

(b) By exercising this option you agree that, as a precondition to the
completion of any exercise, the Company may require you to enter an arrangement
providing for the payment by you to the Company of any tax withholding
obligation of the Company arising by reason of (1) the exercise of this option;
(2) the lapse of any substantial risk of forfeiture to which the shares are
subject at the time of exercise; or (3) the disposition of shares acquired upon
such exercise. You also agree that the exercise of this option has not been
completed and that the Company is under no obligation to issue any shares of
Common Stock to you until such an arrangement is established or the Company's
tax withholding obligations are satisfied, as determined by the Company.

8. TRANSFERABILITY. This option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise this
option.

9. OPTION NOT A SERVICE CONTRACT. This option is not an employment
contract and nothing in this option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company,
or of the Company to continue your employment with the Company. In addition,
nothing in this option shall obligate the Company or any Affiliate of the
Company, or their respective shareholders, Board of Directors, officers or
employees to continue any relationship which you might have as a Director or
Consultant for the Company or Affiliate of the Company.

10. NOTICES. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.

11. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions
of the Plan, a copy of which is attached hereto and its provisions are hereby
made a part of this option, including without limitation the provisions of
Section 6 of the Plan relating to option provisions,

3
<PAGE>

and is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. In
the event of any conflict between the provisions of this option and those of the
Plan, the provisions of the Plan shall control.

12. SHAREHOLDER APPROVAL. This option is subject to shareholder approval
of the Plan within twelve (12) months of the Plan adoption date. If shareholder
approval is not obtained within such twelve (12)-month period, this option shall
immediately terminate in its entirety.

4
<PAGE>

NOTICE OF EXERCISE

Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, CA 95054 Date of Exercise:_______________________

Ladies and Gentlemen:

This constitutes notice under my stock option that I elect to purchase
the number of shares for the price set forth below.

Type of option: Nonstatutory

Stock option grant number: ____________________________

Number of shares as to
which option is exercised: ____________________________

Certificates to be
issued in name of: ____________________________

Total option price: $
____________________________
Cash payment delivered
herewith: $
____________________________

Value of ______ shares of
common stock delivered
herewith/1/: $
____________________________

By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the Company's 1997 Equity Incentive
Plan and (ii) to provide for the payment by me to you (in the manner
designated by you) of your withholding obligation, if any, relating to the
exercise of this option.

Very truly yours,

___________________________________
- ---------------
/1/ Shares must meet the public trading requirements set forth in the option.
Shares must be valued in accordance with the terms of the option being
exercised, must have been owned for the minimum period required in the option,
and must be owned free and clear of any liens, claims, encumbrances or security
interests. Certificates must be endorsed or accompanied by an executed
assignment separate from certificate.