SILICON VALLEY BANCSHARES, S-3, 1998-05-01

SILICON VALLEY BANCSHARES
S-3, 1998-05-01
STATE COMMERCIAL BANKS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998

REGISTRATION NO.: 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

<TABLE>
<S> <C>
SILICON VALLEY BANCSHARES SVB CAPITAL I
(Exact name of registrant as specified in its charter) (Exact name of co-registrant as specified in its charter)
CALIFORNIA DELAWARE
(State or other jurisdiction of incorporation or (State or other jurisdiction of incorporation or
organization) organization)
94-2856336 [APPLIED FOR]
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
3003 TASMAN DRIVE, SANTA CLARA, CALIFORNIA 95054 3003 TASMAN DRIVE, SANTA CLARA, CALIFORNIA 95054
TELEPHONE: (408) 654-7400 TELEPHONE: (408) 654-7400
(Address including zip code, and telephone number, (Address, including zip code, and telephone number,
including area code, of registrant's principal executive including area code, of co-registrant's principal executive
office) office)
</TABLE>

JOHN C. DEAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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:

<TABLE>
<S> <C>
GORDON M. BAVA, ESQ. RICHARD A. BOEHMER, ESQ.
Manatt, Phelps & Phillips, LLP O'Melveny & Myers LLP
11355 West Olympic Boulevard, Los Angeles, CA 90064-1614 400 South Hope Street, Suite 1060, Los Angeles, CA 90071
Telephone: (310) 312-4205 Telephone: (213) 669-6000
</TABLE>

------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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, check the following
box. / /

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. / /

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 earlier effective
registration statement for the same offering. / /

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. / /

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
% Cumulative Trust Preferred Securities of
SVB Capital I.................................. 1,600,000 shares $25 $40,000,000 $11,800
Junior Subordinated Deferrable Interest
Debentures of Silicon Valley Bancshares(2)..... -- -- -- --
Silicon Valley Bancshares Guarantee with
respect to % Cumulative Trust Preferred
Securities(3).................................. -- -- -- --
Total(4)....................................... -- -- -- $11,800
</TABLE>

(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(2) The Junior Subordinated Deferrable Interest Debentures will be purchased by
SVB Capital I 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 I 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 I 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 I under the
% Cumulative Trust Preferred Securities.
------------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION
DATED MAY 1, 1998

[LOGO]

$40,000,000
(Aggregate Liquidation Amount)

SVB CAPITAL I

% Cumulative Trust Preferred Securities

(Liquidation Amount $25 per Trust Preferred Security)
fully and unconditionally guaranteed, as described herein, by

SILICON VALLEY BANCSHARES
------------

The % Cumulative Trust Preferred Securities (the "Trust Preferred
Securities") offered hereby represent preferred undivided beneficial interests
in the assets of SVB Capital I, a statutory business trust formed under the laws
of the State of Delaware ("SVB Capital"). Silicon Valley Bancshares, a
California corporation (referred to as the "Company" when such reference
includes Silicon Valley Bancshares and its subsidiaries, collectively; or
"Silicon" when referring only to the parent company), will be the owner of all
of the beneficial interests represented by common securities of SVB Capital (the
"Common Securities" and, collectively with the Trust Preferred Securities, the
"Trust Securities"). (CONTINUED ON NEXT PAGE)
------------------------
SEE "RISK FACTORS" COMMENCING ON PAGE 16 HEREIN FOR CERTAIN INFORMATION RELEVANT
TO AN
INVESTMENT IN THE TRUST PREFERRED SECURITIES.
---------------------
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, BY ANY OTHER
GOVERNMENTAL AGENCY, OR OTHERWISE.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO SVB
PUBLIC(1) DISCOUNT(2) CAPITAL(3)
<S> <C> <C> <C>
Per Trust Preferred Security........................... $ (3) $
Total.................................................. $ (3) $
</TABLE>

(1) Plus accrued Distributions, if any, from , 1998.

(2) Silicon and SVB Capital have each agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933, as amended. See "Underwriting."

(3) In view of the fact that all of the proceeds of the sale of the Trust
Preferred Securities will be used to purchase the Junior Subordinated
Debentures, Silicon has agreed to pay the Underwriters, as compensation for
arranging the investment therein of such proceeds, $ per Trust
Preferred Security, or $ in the aggregate. See "Underwriting."
Silicon has also agreed to pay the expenses of the offering estimated to be
$375,000.

The Trust Preferred Securities are offered by the Underwriters subject to
receipt and acceptance by them, prior sale and the Underwriters' right to reject
any order in whole or in part and to withdraw, cancel or modify the offer
without notice. It is expected that delivery of the Trust Preferred Securities
will be made in book-entry form through the book-entry facilities of The
Depository Trust Company on or about , 1998, against payment
therefor in immediately available funds.

BT ALEX. BROWN

KEEFE, BRUYETTE & WOODS, INC.

HOEFER & ARNETT INCORPORATED

THE DATE OF THIS PROSPECTUS IS , 1998
<PAGE>
(CONTINUED FROM COVER PAGE)

SVB Capital exists for the sole purpose of issuing the Trust Securities and
investing the proceeds thereof in an equivalent amount of % Junior
Subordinated Deferrable Interest Debentures (the "Junior Subordinated
Debentures") to be issued by Silicon. The Junior Subordinated Debentures will
mature on , 2028, which date may be shortened (such date, as it may be
shortened, the "Stated Maturity") to a date not earlier than ,
2003 if certain conditions are met (including Silicon having received the prior
approval of the Board of Governors of the Federal Reserve System (the "Federal
Reserve") to do so if then required under applicable capital guidelines or
policies of the Federal Reserve). The Trust Preferred Securities will have a
preference under certain circumstances with respect to cash distributions and
amounts payable on liquidation, redemption or otherwise over the Common
Securities, which will be held by Silicon. See "Description of the Trust
Preferred Securities--Subordination of Common Securities."

Holders of the Trust Preferred Securities will be entitled to receive
preferential cumulative cash distributions accruing from the date of original
issuance and payable quarterly in arrears on the 15th day of ,
, and of each year (subject to possible deferral
as described below), commencing , 1998, at the annual rate of
% of the Liquidation Amount (as defined herein) of $25 per Trust Preferred
Security ("Distributions"). The amount of each Distribution due with respect to
the Trust Preferred Securities will include amounts accrued through the date the
Distribution payment is due. Silicon will have the right, so long as no
Debenture Event of Default (as defined below) has occurred and is continuing, to
defer payments 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 deferral period (each, an "Extension Period"), provided that no
Extension Period may extend beyond the Stated Maturity of the Junior
Subordinated Debentures. Upon the termination of any such Extension Period and
the payment of all amounts then due, Silicon may elect to begin a new Extension
Period subject to the requirements set forth herein. If interest payments on the
Junior Subordinated Debentures are so deferred, Distributions on the Trust
Preferred Securities will also be deferred and Silicon will not be permitted,
subject to certain exceptions described herein, to declare or pay any cash
distributions with respect to its capital stock or to make any payment with
respect to its debt securities that rank PARI PASSU with or junior to the Junior
Subordinated Debentures. Silicon has not paid cash dividends or made
distributions on its common stock during any of the past five years and
currently Silicon has no debt securities that rank PARI PASSU with or junior to
the Junior Subordinated Debentures. During an Extension Period, interest on the
Junior Subordinated Debentures will continue to accrue (and the amount of
Distributions to which holders of the Trust Preferred Securities are entitled
will accumulate) at the rate of % per annum, compounded quarterly, and
holders of the Trust Preferred Securities will be required to accrue income and
will be required to pay United States federal income tax on that income. See
"Description of Junior Subordinated Debentures--Option to Defer Interest Payment
Period" and "Certain Federal Income Tax Consequences--Interest Income and
Original Issue Discount."

Silicon has, through the Guarantee, the Guarantee Agreement, the Trust
Agreement, the Junior Subordinated Debentures, the Indenture and the Expense
Agreement (each as defined herein), taken together, fully, irrevocably and
unconditionally guaranteed all of SVB Capital's obligations under the Trust
Preferred Securities. See "Relationship Among the Trust Preferred Securities,
the Junior Subordinated Debentures and the Guarantee--Full and Unconditional
Guarantee." Under the Guarantee, Silicon guarantees the payment of Distributions
by SVB Capital and payments on liquidation of, or redemption of, the Trust
Preferred Securities (subordinate to the right to payment of Senior and
Subordinated Debt of Silicon, as defined herein) to the extent of funds held by
SVB Capital. See "Description of Guarantee." If Silicon does not make required
payments on the Junior Subordinated Debentures held by SVB Capital, SVB Capital
will have insufficient funds to pay Distributions on the Trust Preferred
Securities. The Guarantee does not cover payment of Distributions when SVB
Capital does not have sufficient funds to pay such Distributions. In such event,
a holder of the Trust Preferred Securities may institute a legal proceeding
directly against Silicon pursuant to the terms of the Indenture to enforce
payment of such Distributions to such holder. See "Description of Junior
Subordinated Debentures--Enforcement of Certain Rights by Holders of Trust
Preferred Securities." The obligations of Silicon under the Guarantee and the
Junior Subordinated Debentures are subordinate and junior in right of payment to
all Senior and Subordinated Debt (as defined in "Description of Junior
Subordinated Debentures-- Subordination") of Silicon.

(CONTINUED ON NEXT PAGE)

2
<PAGE>
(CONTINUED FROM PREVIOUS PAGE)

The Trust Preferred Securities are subject to mandatory redemption, in whole
but not in part, upon repayment of the Junior Subordinated Debentures at the
Stated Maturity or, in whole or in part, upon their earlier redemption, in each
case at a redemption price equal to the aggregate liquidation preference of the
Trust Preferred Securities plus any accumulated and unpaid Distributions thereon
to the date of redemption. Subject to regulatory approval, if then required
under applicable regulatory policies, the Junior Subordinated Debentures are
redeemable prior to maturity at the option of Silicon (i) on or after
, 2003, in whole at any time or in part from time to time, or (ii)
at any time (whether occurring before or after , 2003) 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 herein),
in each case at a redemption price equal to the accrued and unpaid interest on
the Junior Subordinated Debentures to the date fixed for redemption, plus 100%
of the principal amount thereof. See "Description of the Trust Preferred
Securities--Redemption."

Silicon will have the right at any time to dissolve SVB Capital and cause a
Like Amount (as defined herein) of the Junior Subordinated Debentures to be
distributed to the holders of the Trust Preferred Securities in liquidation of
SVB Capital, subject to Silicon having received prior approval of the primary
federal regulator of Silicon if then required under applicable capital
guidelines or policies of such primary regulator. See "Description of the Trust
Preferred Securities--Liquidation Distribution Upon Dissolution."

In the event of the dissolution of SVB Capital, after satisfaction of
liabilities to creditors of SVB Capital as required by applicable law, the
holders of Trust Preferred Securities will be entitled to receive a liquidation
amount of $25 per Trust Preferred Security ("Liquidation Amount"), plus
accumulated and unpaid Distributions thereon to the date of payment, which may
be in the form of a Distribution of such Like Amount of Junior Subordinated
Debentures, subject to certain exceptions. See "Description of the Trust
Preferred Securities-- Liquidation Distribution Upon Dissolution."

The Junior Subordinated Debentures are unsecured and subordinated to all
Senior and Subordinated Debt. Although at March 31, 1998, Silicon had no
outstanding Senior and Subordinated Debt, the terms of the Junior Subordinated
Debentures place no limitation on the amount of Senior and Subordinated Debt
that Silicon can issue. In addition, because Silicon is a holding company,
substantially all of Silicon's assets consist of the capital stock of its
subsidiaries. All obligations of Silicon relating to the securities described
herein will be effectively subordinated to all existing and future liabilities
of Silicon's subsidiaries. Silicon may cause additional trust preferred
securities to be issued by trusts similar to SVB Capital in the future, and
there is no limit on the amount of such securities that may be issued. In this
event, Silicon's obligations under the junior subordinated debentures to be
issued to such other trusts and Silicon's guarantees of the payments by such
trusts will rank PARI PASSU with Silicon's obligations under the Junior
Subordinated Debentures and the Guarantee, respectively. See "Risk
Factors--Ranking of Silicon's Obligations under the Junior Subordinated
Debentures and the Guarantee" and "Description of Junior Subordinated
Debentures--Subordination."

Application has been made to list the Trust Preferred Securities on The
Nasdaq Stock Market's National Market (the "Nasdaq National Market"). Although
the Underwriters have indicated an intention to make a market in the Trust
Preferred Securities, the Underwriters are not obligated to do so, and any
market making may be discontinued at any time at the sole discretion of the
Underwriter. There can be no assurance that a market will develop for the Trust
Preferred Securities. See "Risk Factors--Absence of Existing Public Market;
Market Prices" and "Underwriting."

The Trust Preferred Securities and the Junior Subordinated Debentures will
be represented by one or more global certificates registered in the name of The
Depository Trust Company (the "Depositary") or its nominee. Beneficial interests
in the Trust Preferred Securities and the Junior Subordinated Debentures will be
shown on, and transfers thereof will be effected only through, records
maintained by participants in the Depositary. The Depositary and the Paying
Agent will be responsible for dividend payments to holders of the Trust
Preferred Securities and the Junior Subordinated Debentures. Except as described
herein, the Trust Preferred Securities in certificated form will not be issued
in exchange for global certificates. See "Book-Entry Issuance."

3
<PAGE>
AVAILABLE INFORMATION

Silicon and SVB Capital have jointly filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3 (together
with all amendments and exhibits thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the offering of the securities offered hereby. 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 the Company, SVB Capital 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 is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (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 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, and at the following
Regional Offices of the Commission: Chicago Regional Office, Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and New York
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048. 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. In addition, such reports, proxy statements and other information
can also be inspected at the offices of The Nasdaq Stock Market, 1735 K Street,
N.W., Washington, D.C. 20006.

No separate financial statements of SVB Capital have been included or
incorporated by reference herein. Silicon and SVB Capital do not consider that
such financial statements would be material to holders of the Trust Preferred
Securities because SVB Capital 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 and issuing the Trust Securities. See
"Prospectus Summary--SVB Capital," "Description of Trust Preferred Securities,"
"Description of Junior Subordinated Debentures" and "Description of Guarantee."
In addition, Silicon does not expect that SVB Capital will be filing reports
under the Exchange Act with the Commission.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE TRUST PREFERRED
SECURITIES OFFERED HEREBY, INCLUDING OVER-ALLOTING THE TRUST PREFERRED
SECURITIES AND BIDDING FOR AND PURCHASING SUCH TRUST PREFERRED SECURITIES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING." SUCH STABILIZING
TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

4
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 and the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 previously filed by the Company with the Commission, are
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof.

Each document filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of any offering of securities made by
this Prospectus shall be deemed to be incorporated herein by reference and to be
a part hereof from the date of filing such document. Any statement contained
herein, or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.

As used herein, the terms "Prospectus" and "herein" mean this Prospectus,
including the documents incorporated or deemed to be incorporated herein by
reference, as the same may be amended, supplemented or otherwise modified from
time to time.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY PERSON TO WHOM A COPY OF THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS THAT HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE
HEREIN (OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY
INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). SUCH REQUESTS SHOULD BE DIRECTED
TO INVESTOR RELATIONS DEPARTMENT, 3003 TASMAN DRIVE, SANTA CLARA, CALIFORNIA
95054, TELEPHONE (408) 654-7400.

The Company will provide to the holders of the Trust Preferred Securities
Annual Reports containing financial statements audited by the Company's
independent auditors. The Company will also furnish Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q free of charge to holders of the Trust
Preferred Securities who so request in writing to the Company.

CERTAIN INFORMATION CONTAINED IN THIS PROSPECTUS CONSTITUTES "FORWARD-
LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND
SECTION 21E OF THE EXCHANGE ACT, WHICH CAN BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "WILL," "EXPECT," "BELIEVE,"
"INTENDS," "ANTICIPATE," "ESTIMATE" OR "CONTINUE" OR THE NEGATIVE THEREOF OR
OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. SUCH FORWARD-LOOKING
STATEMENTS ARE INHERENTLY UNCERTAIN, AND INVESTORS MUST RECOGNIZE THAT ACTUAL
RESULTS MAY DIFFER FROM MANAGEMENT'S EXPECTATIONS. FACTORS THAT MIGHT CAUSE SUCH
A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED UNDER THE CAPTION
"RISK FACTORS" AS WELL AS THOSE DISCUSSED ELSEWHERE OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. THE STATEMENTS IN "RISK FACTORS" OF THIS PROSPECTUS
CONSTITUTE CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS, INCLUDING
CERTAIN RISKS AND UNCERTAINTIES, WITH RESPECT TO SUCH FORWARD-LOOKING STATEMENTS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN
SUCH FORWARD-LOOKING STATEMENTS.

5
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. FOR PURPOSES OF THIS
PROSPECTUS, UNLESS OTHERWISE INDICATED OR THE CONTEXT OTHERWISE REQUIRES, (I)
THE "COMPANY" REFERS TO SILICON VALLEY BANCSHARES, AND ITS WHOLLY OWNED
SUBSIDIARIES, COLLECTIVELY, (II) "SILICON" REFERS TO THE PARENT COMPANY ONLY,
AND (III) THE "BANK" REFERS TO SILICON VALLEY BANK ONLY.

AS USED HEREIN, (I) THE "INDENTURE" MEANS THE JUNIOR SUBORDINATED INDENTURE
DATED AS OF , 1998, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, BETWEEN
SILICON AND WILMINGTON TRUST COMPANY, AS TRUSTEE (THE "INDENTURE TRUSTEE"),
UNDER WHICH THE JUNIOR SUBORDINATED DEBENTURES WILL BE ISSUED, (II) THE "TRUST
AGREEMENT" MEANS THE AMENDED AND RESTATED TRUST AGREEMENT RELATING TO SVB
CAPITAL AMONG SILICON, AS DEPOSITOR, WILMINGTON TRUST COMPANY, AS PROPERTY
TRUSTEE (THE "PROPERTY TRUSTEE"), WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE
(THE "DELAWARE TRUSTEE"), AND THE ADMINISTRATIVE TRUSTEES NAMED THEREIN
(COLLECTIVELY, WITH THE PROPERTY TRUSTEE AND DELAWARE TRUSTEE, THE "ISSUER
TRUSTEES"), (III) THE "GUARANTEE AGREEMENT" MEANS THE GUARANTEE AGREEMENT
RELATING TO THE GUARANTEE BETWEEN SILICON AND WILMINGTON TRUST COMPANY, AS
GUARANTEE TRUSTEE, AND (IV) THE "EXPENSE AGREEMENT" MEANS THE AGREEMENT AS TO
EXPENSES AND LIABILITIES BETWEEN SILICON AND SVB CAPITAL.

THE COMPANY

BUSINESS OVERVIEW

Silicon Valley Bank was founded in 1983 to provide innovative banking
products and services to emerging growth and middle-market companies located
primarily in the Silicon Valley area of California (generally between Redwood
City and San Jose). Initially, focusing on the technology and life sciences
industries, the Bank created teams of banking specialists with knowledge of
specifically targeted industries and developed tailored financial products
appropriate to the particular stage of an emerging company's business and
financial life cycle. From this initial focus, the Bank has expanded its client
base on a national basis by implementing this strategy in the areas of
entertainment, real estate, premium wineries, religious organizations and
venture capital through the establishment of lending offices in locations with a
critical mass of corporations fitting the Bank's target customer base. As of
March 31, 1998, no particular industry sector (as identified by Standard
Industrial Codes) represented more than 10% of the Bank's loan portfolio.

The Bank has expanded from a single location in Santa Clara, California to a
national network of 16 offices located in Arizona, California, Colorado,
Georgia, Illinois, Maryland, Massachusetts, Oregon, Texas, and Washington.

As of March 31, 1998, the Company had $2.8 billion in total assets, $2.6
billion in deposits, $1.2 billion in loans, net of unearned income, and $187.6
million in shareholders' equity. For the quarter ended March 31, 1998 (as
compared to the quarter ended March 31, 1997), total assets increased 43.5%,
deposits growth was 44.3%, loans, net of unearned income, increased 33.3%, net
income increased 22.4% to $7.6 million and diluted earnings per share increased
17.7% to $0.36.

TECHNOLOGY AND LIFE SCIENCES NICHE

The Bank's technology and life sciences niche focuses on serving primarily
venture capital-backed companies within a variety of technology and life
sciences industries and markets across the nation. These companies are generally
liquid, net providers of funds to the Bank, and often have low utilization of
their credit facilities. Lending to this niche is typically related to working
capital lines of credit, equipment financing, asset acquisition loans, and
bridge financing. The following is an overview of the Bank's technology and life
sciences niche practices.

The Communications and Online Services practice serves companies in the
networking, telecommunications and online services industries. The networking
industry includes companies supplying the equipment and services that facilitate
distributed enterprise networks such as local and wide area networks. The

6
<PAGE>
telecommunications industry encompasses the suppliers of equipment and services
to companies and consumers for the transmission of voice, data and video.
Companies included in the online services industry supply access, content,
services, and support to individuals and businesses participating on the
Internet, or in other online activities.

The Computers and Peripherals practice focuses on companies that are engaged
in the support and manufacturing of computers, electronic components and related
peripheral products. Specific markets these companies serve include personal
computers, specialty computer systems, add-in boards, printers, storage devices,
networking equipment, and contract manufacturing.

The Semiconductors practice serves companies involved in the design,
manufacturing and marketing of integrated circuits. This includes companies
involved in the manufacturing of semiconductor production equipment and
semiconductors, testing and related services, electronic parts wholesaling,
computer-aided design, and computer-aided manufacturing.

The Software practice consists largely of companies specializing in the
design of integrated computer systems, computer programming services, and the
development and marketing of commercial and industrial applications as well as
prepackaged software.

The Life Sciences practices serve companies in the biotechnology, medical
devices and health care services industries. The biotechnology industry includes
companies involved in research and development of therapeutics and diagnostics
for the medical and pharmaceuticals industries. The medical devices industry
encompasses companies involved in the design, manufacturing and distribution of
surgical instruments and medical equipment. Companies included in the health
care services industry deal with patients, either in a primary care or secondary
care role.

In addition to the industry-related practices discussed above, the Bank has
three other practices that provide commercial lending and other financial
products and services to clients associated with the technology and life
sciences industries. The Pacific Rim practice serves the market of Asian-owned
or managed companies located in the U.S. which meet the criteria for inclusion
in any of the industries mentioned above, while the Venture Capital practice
provides venture capital firms with financing and other specialized products and
services. Lastly, the Emerging Technologies practice, which was established in
1997, primarily targets non-venture-backed technology financial relationships in
Northern California, with a primary focus on the software industry.

SPECIAL INDUSTRY NICHES

The Bank has always served a variety of commercial enterprises unrelated to
its technology and life sciences niche. These clients are served through several
special industry niche practices which generally focus their lending in specific
regions throughout the U.S. The Bank's niche strategy evolved from clients
unrelated to the technology and life sciences niche, and the Bank continues to
follow this strategy by identifying industries whose financial services needs
are underserved. The following is a brief summary of the Bank's special industry
niche practices.

The Real Estate practice is composed of real estate construction and term
loans whose primary source of repayment is cash flow or sales proceeds from real
property collateral. The focus of the Real Estate practice consists of
construction loans for residential and commercial projects, and construction and
mini-permanent loans on retail, industrial and office projects.

The Premium Wineries practice focuses on wineries which produce select or
exclusive vintages of up to 150,000 cases annually. Lending in this niche
consists of both short-term inventory loans and term loans related to vineyard
acquisition and development, equipment financing and cooperage.

The Religious Financial Resources practice serves the credit needs of
churches, temples, their affiliated schools, and other religious organizations
nationwide. Products offered to this niche include term loans for refinancing
existing debt, acquiring property and for construction, remodeling or renovation
projects.

7
<PAGE>
The Entertainment practice serves the independent sector of the
entertainment industry. This practice provides production loans, lines of credit
and term loans for library and other acquisitions.

In addition to serving the niches listed above, the Bank serves a broad
array of industries through its Diversified Industries practice in Northern
California. This practice allows the Bank to continue to evaluate potential
niches by initially identifying and serving a few clients in related industries
or markets.

SPECIALIZED PRODUCTS AND SERVICES

The Bank has several divisions that offer specialized lending products and
other financial products and services to clients in the technology and life
sciences niche as well as the special industry niches discussed above, enabling
the Bank to better serve its clients' wide range of financial services needs.
These divisions include: International, Cash Management, Treasury, Real Estate,
Factoring, Commercial Finance and Executive Banking.

The International Division provides foreign exchange, import and export
letters of credit, documentary collections, and a number of other trade finance
products and services to the Bank's clients, helping them to successfully
operate in international markets. The Bank has been granted delegated authority
by the Export-Import Bank of the U.S. (EX-IM) and the California Export Finance
Office (CEFO), enabling the Bank to provide its clients with EX-IM and CEFO
guaranteed working capital loans to finance foreign receivables and inventory
intended for export, as well as provide purchase order financing.

The Cash Management Division provides services to help the Bank's customers
manage cash collections and disbursements efficiently and cost effectively.
Services provided include wholesale lockbox services, electronic information
reporting, controlled disbursement services, and a variety of other services
designed to meet the banking and cash management needs of the Bank's clients.

Through the Treasury Division, the Bank provides investment services to
assist its clients with managing short-term investments. Investment securities
purchased on behalf of clients include U.S. Treasury securities, U.S. agency
securities, commercial paper, Eurodollar deposits, and bankers' acceptances.

In addition to being a special industry niche, real estate lending is also a
product offered to the Bank's clients. This product is typically offered to
finance commercial real estate to be owned and operated by the Bank's client
companies.

Both the Factoring Division and the Commercial Finance Division offer
alternative financing to client companies which do not qualify for the more
traditional financing offered through the Bank's niche practices. The Factoring
Division generally serves the Bank's emerging growth client base by purchasing
clients' accounts receivable at a discount, making operating funds immediately
available to the clients, and then managing the collection of these receivables.
The Commercial Finance Division assists client companies during periods when
profit performance has been interrupted or where greater flexibility is required
by providing credit facilities that involve frequent monitoring of the
underlying collateral, which generally consists of accounts receivable,
inventory and equipment. As clients of the Factoring and Commercial Finance
Divisions grow and their financial condition strengthens, they often end up
being served through the Bank's niche practices.

The Executive Banking Division focuses on serving the personal banking needs
of senior executives and owners of the Bank's client companies, partners and
senior executives of venture capital firms, attorneys, accountants, and other
professionals whose businesses are affiliated with the Bank's niches.

GENERAL

Silicon Valley Bancshares is a California corporation and bank holding
company that was incorporated on April 23, 1982. The Bank, a wholly owned
subsidiary of Silicon, is Silicon's sole operating subsidiary. The Bank is a
member of the Federal Reserve System and its deposits are insured by the

8
<PAGE>
Federal Deposit Insurance Corporation ("FDIC"). Silicon's principal offices are
located at 3003 Tasman Drive, Santa Clara, California 95054 and its telephone
number is (408) 654-7400.

SVB CAPITAL

SVB Capital is a statutory business trust formed under Delaware law pursuant
to (i) the Trust Agreement and (ii) the filing of a Certificate of Trust with
the Delaware Secretary of State on April 29, 1998. SVB Capital's business and
affairs are conducted by the Property Trustee, Delaware Trustee and three
individual Administrative Trustees who are officers of the Company. SVB Capital
exists for the exclusive purposes of (i) issuing and selling the Trust
Securities, (ii) using the proceeds from the sale of the Trust Securities to
acquire the Junior Subordinated Debentures issued by Silicon, and (iii) engaging
in only those other activities necessary, advisable or incidental thereto. The
Junior Subordinated Debentures will be the sole assets of SVB Capital, and
payments by Silicon under the Junior Subordinated Debentures and the Expense
Agreement will be the sole revenues of SVB Capital. All of the Common Securities
will be owned by Silicon. The Common Securities will rank PARI PASSU, and
payments will be made thereon 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, the rights of Silicon 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 will acquire Common
Securities in an aggregate liquidation amount equal to 3% of the total capital
of SVB Capital. SVB Capital has a term of 31 years, but may terminate earlier as
provided in the Trust Agreement.

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

9
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
Trust Preferred Securities
Issuer.......................... SVB Capital I ("SVB Capital")

Securities Offered................ 1,600,000 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's assets,
which will consist solely of the Junior Subordinated
Debentures and payments thereunder.

Offering Price.................... $ per Trust Preferred Security (Liquidation Amount
$25), plus accumulated Distributions, if any, from
, 1998.

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 15th day of ,
, and of each year, commencing on
, 1998 (subject to possible deferral as described
below). The amount of each Distribution due with respect
to the Trust Preferred Securities will include amounts
accrued through the date the Distribution payment is
due. See "Description of the Trust Preferred
Securities."

Extension Periods................. So long as no Debenture Event of Default (as defined
herein) has occurred and is continuing, Silicon will
have the right, at any time, to defer payments of
interest on the Junior Subordinated Debentures by
extending the interest payment period thereon for a
period not exceeding 20 consecutive quarters with
respect to each deferral period (each an "Extension
Period"), provided that no Extension Period may extend
beyond the Stated Maturity of the Junior Subordinated
Debentures. If interest payments are so deferred,
Distributions on the Trust Preferred Securities will
also be deferred and Silicon will not be permitted,
subject to certain exceptions described herein, to
declare or pay any cash distributions with respect to
Silicon's capital stock or debt securities that rank
PARI PASSU with or junior to the Junior Subordinated
Debentures. Silicon has not paid cash dividends or made
distributions on its common stock during any of the past
five years and currently Silicon has no debt securities
that rank PARI PASSU with or junior to the Junior
Subordinated Debentures. During an Extension Period,
Distributions will continue to accumulate with interest
thereon compounded quarterly. Because interest would
continue to accrue and compound on the Junior
Subordinated Debentures, to the extent permitted by
applicable law, holders of the Trust Preferred
Securities will be required to accrue income for United
States federal income tax purposes. See "Description of
Junior Subordinated Debentures--Option to Defer Interest
Payment Period" and "Certain Federal Income Tax
Consequences--Interest Income and Original Issue
Discount."
</TABLE>

10
<PAGE>
<TABLE>
<S> <C>
Maturity.......................... The Junior Subordinated Debentures will mature on
, 2028 which date may be shortened (such date, as
it may be shortened, the "Stated Maturity") to a date
not earlier than , 2003 if certain conditions are
met (including Silicon having received prior approval of
the Federal Reserve to do so if then required under
applicable capital guidelines or policies of the Federal
Reserve).

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 thereon to the
date of redemption. Subject to Federal Reserve approval,
if then required under applicable capital guidelines or
policies of the Federal Reserve, the Junior Subordinated
Debentures are redeemable prior to maturity at the
option of Silicon (i) on or after , 2003 in whole
at any time or in part from time to time, or (ii) 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, in each case
at a redemption price equal to 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. See "Description of
the Trust Preferred Securities--Redemption" and
"Description of Junior Subordinated
Debentures--Redemption."

Distribution of Junior
Subordinated Debentures......... Silicon has the right at any time to dissolve SVB
Capital, after satisfaction of creditors of SVB Capital
as required by applicable law, and cause the Junior
Subordinated Debentures to be distributed to holders of
Trust Preferred Securities in liquidation of SVB
Capital, subject to Silicon having received prior
approval of the Federal Reserve to do so if then
required under applicable capital guidelines or policies
of the Federal Reserve. See "Description of the Trust
Preferred Securities--Distribution of Junior
Subordinated Debentures."
</TABLE>

11
<PAGE>
<TABLE>
<S> <C>
Guarantee......................... Taken together, Silicon's obligations under various
documents described herein, including the Guarantee
Agreement, provide a full, irrevocable and unconditional
guarantee of payments by SVB Capital of Distributions
and other amounts due on the Trust Preferred Securities.
Under the Guarantee Agreement, Silicon guarantees the
payment of Distributions by SVB Capital and payments on
liquidation of or redemption of the Trust Preferred
Securities (subordinate to the right to payment of
Senior and Subordinated Debt of Silicon, as defined
herein) to the extent of funds held by SVB Capital. If
SVB Capital has insufficient funds to pay Distributions
on the Trust Preferred Securities because Silicon has
failed to make required payments under the Junior
Subordinated Debentures, a holder of the Trust Preferred
Securities would have the right to institute a legal
proceeding directly against Silicon to enforce payment
of such Distributions to such holder. See "Description
of Junior Subordinated Debentures--Enforcement of
Certain Rights by Holders of Trust Preferred
Securities," "Description of Junior Subordinated
Debentures--Debenture Events of Default" and
"Description of Guarantee."

Ranking........................... The Trust Preferred Securities will rank PARI PASSU, and
payments thereon will be made pro rata, with the Common
Securities of SVB Capital held by Silicon, except as
described under "Description of the Trust Preferred
Securities-- Subordination of Common Securities." The
obligations of Silicon under the Guarantee, the Junior
Subordinated Debentures and other documents described
herein are unsecured and rank subordinate and junior in
right of payment to all current and future Senior and
Subordinated Debt, the amount of which is unlimited. In
addition, because Silicon is a holding company,
substantially all of Silicon's assets consist of the
capital stock of its subsidiaries. All obligations of
Silicon relating to the securities described herein will
be effectively subordinated to all existing and future
liabilities of Silicon's subsidiaries. Silicon may cause
additional trust preferred securities to be issued by
trusts similar to SVB Capital in the future, and there
is no limit on the amount of such securities that may be
issued. In this event, Silicon's obligations under the
junior subordinated debentures to be issued to such
other trusts and Silicon's guarantees of the payments by
such trusts will rank
</TABLE>

12
<PAGE>
<TABLE>
<S> <C>
PARI PASSU with Silicon's obligations under the Junior
Subordinated Debentures and the Guarantee, respectively.

Voting Rights..................... The holders of the Trust Preferred Securities 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
and certain other matters described herein. See
"Description of the Trust Preferred Securities-- Voting
Rights; Amendment of the Trust Agreement."

ERISA Considerations.............. Prospective purchasers should carefully consider the
information set forth under "Certain ERISA
Considerations."

Nasdaq National Market Symbol..... Application has been made to have the Trust Preferred
Securities approved for quotation on the Nasdaq National
Market under the symbol [SIVBP].

Use of Proceeds................... The proceeds to SVB Capital from the sale of the Trust
Preferred Securities offered hereby will be invested by
SVB Capital in the Junior Subordinated Debentures of
Silicon. Silicon intends to invest approximately $20.0
million of the net proceeds in the Bank. Silicon intends
to use the remaining net proceeds for general corporate
purposes, which may include, without limitation,
investments in liquid government and corporate debt
securities, additional investments in the Bank and
investments in venture capital funds. Silicon expects
the Trust Preferred Securities to qualify as Tier 1
Capital under the capital guidelines of the Federal
Reserve. See "Use of Proceeds."
</TABLE>

For additional information regarding the Trust Preferred Securities, see
"Description of the Trust Preferred Securities," "Description of Junior
Subordinated Debentures," "Book-Entry Issuance," "Description of Guarantee,"
"Expense Agreement" and "Relationship Among the Trust Preferred Securities, the
Junior Subordinated Debentures and the Guarantee."

RISK FACTORS

Prospective investors should carefully consider the matters set forth under
"Risk Factors" beginning on page 16.

13
<PAGE>
SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA

The following summary presents selected consolidated financial data of the
Company and its subsidiaries as of, and for the years ended, December 31, 1997,
1996, 1995, 1994 and 1993. Certain financial data has been derived from the
Company's audited consolidated financial statements. The following summary
presents selected consolidated financial data for the three months ended March
31, 1998 and 1997. Certain financial data has been derived from the Company's
unaudited consolidated quarterly financial statements which, in the opinion of
management, include all adjustments (consisting of only normal, recurring
adjustments) considered necessary for a fair presentation. The summary selected
consolidated financial data should be read in conjunction with the Company's
consolidated financial statements and related notes incorporated herein by
reference. The summary selected consolidated financial data for the three months
ended March 31, 1998 is not necessarily indicative of the operating results to
be expected for the entire year. All share and per share information has been
adjusted as of each date presented to reflect a two-for-one stock split to
shareholders of record on April 17, 1998.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS AND NUMBERS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT SUMMARY:
Net interest income........... $ 31,937 $ 23,857 $ 110,824 $ 87,275 $ 73,952 $ 60,260 $ 50,410
Provision for loan losses..... 5,480 3,348 10,067 10,426 8,737 3,087 9,702
Noninterest income............ 5,391 4,830 13,265 11,609 12,565 4,922 9,316
Noninterest expense........... 18,904 14,667 66,301 52,682 47,925 45,599 47,357
Income before taxes........... 12,944 10,672 47,721 35,776 29,855 16,496 2,667
Income tax expense............ 5,365 4,482 20,043 14,310 11,702 7,430 1,066
Net income.................... 7,579 6,190 27,678 21,466 18,153 9,066 1,601

COMMON SHARE SUMMARY(1):
Basic earnings per share...... $ 0.38 $ 0.33 $ 1.43 $ 1.17 $ 1.04 $ 0.55 $ 0.10
Diluted earnings per share.... 0.36 0.31 1.36 1.11 0.99 0.53 0.10
Book value per share.......... 9.16 7.35 8.75 7.26 5.86 4.54 4.24
Weighted average shares
outstanding................. 20,065 18,988 19,370 18,426 17,494 16,670 15,920
Weighted average diluted
shares outstanding.......... 20,853 19,971 20,338 19,382 18,288 17,066 16,326

PERIOD-END BALANCE SHEET
SUMMARY:
Assets........................ $2,800,900 $1,951,522 $2,625,123 $1,924,544 $1,407,587 $1,161,539 $ 992,289
Loans, net of unearned
income...................... 1,242,014 931,457 1,174,645 863,492 738,405 703,809 564,555
Deposits...................... 2,597,200 1,799,683 2,432,407 1,774,304 1,290,060 1,075,373 914,959
Shareholders' equity.......... 187,556 140,245 174,481 135,400 104,974 77,257 70,336

AVERAGE BALANCE SHEET SUMMARY:
Assets........................ $2,595,702 $1,871,610 $2,140,630 $1,573,903 $1,165,004 $ 956,325 $ 917,569
Loans, net of unearned
income...................... 1,171,078 862,531 973,637 779,655 681,255 592,759 574,546
Deposits...................... 2,393,707 1,717,270 1,973,118 1,441,360 1,060,333 877,787 846,298
Shareholders' equity.......... 182,294 138,908 152,118 119,788 91,710 73,461 68,198

CAPITAL RATIOS:
Total risk-based capital
ratio....................... 11.9% 11.7% 11.5% 11.5% 11.9% 10.1% 11.3%
Tier 1 risk-based capital
ratio....................... 10.6% 10.5% 10.2% 10.2% 10.6% 8.9% 10.1%
Tier 1 leverage ratio......... 7.1% 7.6% 7.1% 7.7% 8.0% 8.3% 7.2%
Average shareholders' equity
to average assets........... 7.0% 7.4% 7.1% 7.6% 7.9% 7.7% 7.4%
</TABLE>

(FOOTNOTES APPEAR ON NEXT PAGE)

14
<PAGE>

SELECTED ASSET QUALITY DATA:
Loans past due 90 days or more....... $ 1,080 $ 1,142 $ 1,016 $ 8,556 $ 906 $ 444 $ 2,014
Nonaccrual loans..................... 19,297 15,001 24,476 14,581 27,867 11,269 43,001
Total nonperforming loans............ 20,377 16,143 25,492 23,137 28,773 11,713 45,015
Other real estate owned and other
foreclosed assets.................. 1,858 1,426 1,858 1,948 4,955 7,089 14,261
Total nonperforming assets........... 22,235 17,569 27,350 25,085 33,728 18,802 59,276
Allowance for loan losses............ 40,400 36,400 37,700 32,700 29,700 20,000 25,000
SELECTED FINANCIAL RATIOS:
Return on average assets(2).......... 1.2% 1.3% 1.3% 1.4% 1.6% 0.9% 0.2%
Return on average shareholders'
equity(2).......................... 16.9% 18.1% 18.2% 17.9% 19.8% 12.3% 2.3%
Dividends declared to net income..... -- -- -- -- -- -- --
Efficiency ratio(3).................. 54.9% 57.5% 55.9% 55.9% 60.6% 68.3% 68.9%
Net interest margin(2)............... 5.3% 5.7% 5.6% 6.1% 7.1% 7.2% 6.4%
Allowance for loan losses as a
percentage of
total loans........................ 3.2% 3.9% 3.2% 3.8% 4.0% 2.8% 4.4%
total nonperforming loans.......... 198.3% 225.5% 147.9% 141.3% 103.2% 170.8% 55.5%
Nonperforming assets to loans and
OREO and other foreclosed assets... 1.8% 1.9% 2.3% 2.9% 4.5% 2.6% 10.2%
Net charge-offs to average
loans(2)........................... 1.0% (0.2)% 0.5% 1.0% (0.1)% 1.4% 1.2%
Ratios of earnings to fixed
charges(4)
Excluding interest on deposits..... 23.28x 23.35x 24.86x 19.83x 15.93x 12.78x 3.22x
Including interest on deposits..... 1.71x 1.93x 1.84x 1.90x 2.02x 2.02x 1.18x
</TABLE>

- ------------------------------

(1) Includes adjustments made to reflect a two-for-one stock split to
shareholders of record on April 17, 1998.

(2) Annualized for the three-month periods ended March 31, 1998 and 1997.

(3) Noninterest expense (excluding OREO costs) divided by the sum of net
interest income plus noninterest income excluding warrant income and
securities gains/losses.

(4) For purposes of computing the ratio of earnings to fixed charges, earnings
represents income before income taxes, extraordinary items and fixed
charges. Fixed charges represents interest expense and rent expense.

15
<PAGE>
RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN
ADDITION TO THE OTHER INFORMATION SET FORTH OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS BEFORE MAKING AN INVESTMENT IN THE TRUST PREFERRED SECURITIES OFFERED
HEREBY.

RANKING OF SILICON'S OBLIGATIONS UNDER THE JUNIOR SUBORDINATED DEBENTURES AND
THE GUARANTEE

All obligations of Silicon under the Guarantee, the Junior Subordinated
Debentures and other documents described herein are unsecured and rank
subordinate and junior in right of payment to all current and future Senior and
Subordinated Debt, the amount of which is unlimited. In addition, because
Silicon is a holding company, all obligations of Silicon relating to the
securities described herein will be effectively subordinated to all existing and
future liabilities of Silicon's subsidiaries, including the Bank. As a holding
company, the right of Silicon to participate in any distribution of assets of
any subsidiary upon such subsidiary's 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 may itself be recognized
as a creditor of that subsidiary. Accordingly, the Junior Subordinated
Debentures and all obligations of Silicon relating to the Trust Preferred
Securities will be effectively subordinated to all existing and future
liabilities of the Bank, and holders of the Trust Preferred Securities should
look only to the assets of Silicon, and not of its subsidiaries, for principal
and interest payments on the Junior Subordinated Debentures. Although at March
31, 1998 Silicon had no outstanding Senior and Subordinated Debt, none of the
Indenture, the Guarantee, the Guarantee Agreement or the Trust Agreement places
any limitation on the amount of secured or unsecured debt, including Senior and
Subordinated Debt, that may be incurred by Silicon or its subsidiaries. Further,
there is no limitation on Silicon's ability to issue additional Junior
Subordinated Debentures in connection with any further offerings of Trust
Preferred Securities, and such additional debentures would rank PARI PASSU with
the Junior Subordinated Debentures. See "Description of Junior Subordinated
Debentures--Subordination" and "Description of Guarantee--Status of the
Guarantee."

DEPENDENCE ON DIVIDENDS AND INTEREST PAYMENTS FROM THE BANK

The ability of SVB Capital to pay amounts due on the Trust Preferred
Securities is solely dependent upon Silicon making payments on the Junior
Subordinated Debentures as and when required. As a holding company without
significant assets other than its equity interest in the Bank, Silicon's ability
to pay interest on the Junior Subordinated Debentures to SVB Capital (and
consequently SVB Capital's ability to pay Distributions on the Trust Preferred
Securities and Silicon's ability to pay its obligations under the Guarantee)
depends primarily upon the cash dividends Silicon receives from the Bank.
Dividend payments from the Bank are subject to regulatory limitations, generally
based on current and retained earnings, imposed by the various regulatory
agencies with authority over the Bank. Payment of dividends is also subject to
regulatory restrictions if such dividends would impair the capital of the Bank.
Payment of dividends by the Bank is also subject to the Bank's profitability,
financial condition and capital expenditures and other cash flow requirements.
No assurance can be given that the Bank will be able to pay dividends at past
levels, or at all, in the future. See the section entitled "Supervision and
Regulation" in Silicon's Annual Report on Form 10-K for the year ended December
31, 1997 which is incorporated herein by reference.

OPTION TO DEFER INTEREST PAYMENT PERIOD; TAX CONSEQUENCES OF A DEFERRAL OF
INTEREST PAYMENTS

So long as no Debenture Event of Default (as defined herein) has occurred
and is continuing, Silicon has the right under the Indenture 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 with respect to each
Extension Period, provided that no Extension Period may extend beyond the Stated
Maturity of the Junior Subordinated Debentures. As a consequence of any such
deferral, quarterly Distributions on the Trust

16
<PAGE>
Preferred Securities by SVB Capital will be deferred (and the amount of
Distributions to which holders of the Trust Preferred Securities are entitled
will accumulate additional amounts thereon 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 such Extension Period. During
any such Extension Period, Silicon will be prohibited from making certain
payments or distributions with respect to Silicon's 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 that rank PARI
PASSU with or junior in interest to the Junior Subordinated Debentures; however,
Silicon will not be restricted from (a) paying dividends or distributions in
common stock of Silicon, (b) redeeming rights or taking certain other actions
under a shareholders' rights plan, (c) making payments under the Guarantee or
(d) making purchases of common stock related to the issuance of common stock or
rights under any of Silicon's benefit plans for its directors, officers,
employees or consultants. Silicon has not paid cash dividends or made
distributions on its common stock during any of the past five years and
currently Silicon has no debt securities that rank PARI PASSU with or junior in
interest to the Junior Subordinated Debentures. Further, during an Extension
Period, Silicon will have the ability to continue to make payments on Senior and
Subordinated Debt. Prior to the termination of any Extension Period, Silicon may
further extend such Extension Period provided that such 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 may elect to begin a new Extension Period subject to the above
requirements. There is no limitation on the number of times that Silicon may
elect to begin an Extension Period. See "Description of the Trust Preferred
Securities--Distributions" and "Description of Junior Subordinated
Debentures--Option to Defer Interest Payment Period."

Silicon 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 issue date of the Junior Subordinated Debentures.
Therefore, it is Silicon's 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, holders of
Trust Preferred Securities will include interest in taxable income under their
own methods of accounting (i.e., cash or accrual). If Silicon exercises its
right to defer payments of interest, the holders of Trust Preferred Securities
will be required to include their 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
successfully asserted 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 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. A holder that disposes of such
holder's Trust Preferred Securities during an Extension Period, therefore, might
not receive the same return on such holder's investment as a holder that
continues to hold the Trust Preferred Securities.

REDEMPTION PRIOR TO STATED MATURITY

Silicon may at any time, at its option, on or after , 2003, redeem the
Junior Subordinated Debentures in whole at any time or in part from time to time
at 100% of the principal amount together with any accrued but unpaid interest to
the date fixed for redemption.

In addition, upon the occurrence and during the continuation of a Tax Event,
an Investment Company Event or a Capital Treatment Event (whether occurring
before or after , 2003), Silicon has the right, if certain conditions are
met, to redeem the Junior Subordinated Debentures in whole (but not in part) at
100% of the principal amount together with accrued but unpaid interest to the
date fixed for redemption

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<PAGE>
within 90 days following the occurrence of such Tax Event, Investment Company
Event or Capital Treatment Event and, therefore, cause a mandatory redemption of
the Trust Securities. The exercise of such right is subject to Silicon having
received the prior approval of the Federal Reserve to do so if then required
under applicable capital guidelines or policies of the Federal Reserve. See
"Description of the Trust Preferred Securities--Redemption."

A "Tax Event" means the receipt by Silicon and SVB Capital 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
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 (i) SVB Capital 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, (ii)
interest payable by Silicon on the Junior Subordinated Debentures is not, or
within 90 days of such opinion will not be, deductible by Silicon, in whole or
in part, for United States federal income tax purposes, or (iii) SVB Capital 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. See
"Possible Tax Law Changes Affecting the Trust Preferred Securities" below for a
discussion of certain legislative proposals that, if adopted, could give rise to
a Tax Event, which may permit Silicon to cause a redemption of the Junior
Subordinated Debentures (and therefore the Trust Preferred Securities) prior to
, 2003.

An "Investment Company Event" means the receipt by Silicon and SVB Capital
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 is or will be considered an "investment company" that is required to
be registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), which change becomes effective on or after the
original issuance of the Trust Preferred Securities.

A "Capital Treatment Event" means the reasonable determination by Silicon
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 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.

POSSIBLE TAX LAW CHANGES AFFECTING THE TRUST PREFERRED SECURITIES

Congress and the Clinton Administration have considered proposals that would
deny an issuer a deduction for United States income tax purposes for the payment
of interest on instruments with characteristics similar to the Junior
Subordinated Debentures. While no such adverse legislation has been enacted, and
no such legislation is currently pending, there can be no assurance that similar
legislation proposed and enacted after the date hereof would not adversely
affect the tax treatment of the Junior Subordinated Debentures. Such a change
would give rise to a Tax Event which may permit Silicon to cause a redemption of
the Trust Preferred Securities by electing to prepay the Junior Subordinated
Debentures. See "Description of the Trust Preferred Securities--Redemption;"
"Description of Junior Subordinated Debentures--Redemption" and "Certain Federal
Income Tax Consequences."

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POSSIBLE DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES TO HOLDERS OF TRUST
PREFERRED SECURITIES

Silicon will have the right at any time to terminate SVB Capital and, after
satisfaction of liabilities to creditors of SVB Capital as required by
applicable law, cause the Junior Subordinated Debentures to be distributed to
the holders of the Trust Preferred Securities in liquidation of SVB Capital.
Because holders of the Trust Preferred Securities may receive Junior
Subordinated Debentures in liquidation of SVB Capital and because Distributions
are otherwise limited to payments on the Junior Subordinated Debentures,
prospective purchasers of the Trust Preferred Securities 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 herein. See "Description of the Trust Preferred
Securities--Liquidation Distribution Upon Dissolution" and "Description of
Junior Subordinated Debentures."

Under current United States federal income tax law and interpretations and
assuming, as set forth in an opinion of counsel to Silicon, SVB Capital is
classified as a grantor trust for such purposes, a distribution of the Junior
Subordinated Debentures upon a liquidation of SVB Capital should not be a
taxable event to holders of the Trust Preferred Securities. However, if a Tax
Event were to occur which would cause SVB Capital 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 could be a taxable event to SVB Capital and the holders of the Trust
Preferred Securities. See "Certain Federal Income Tax Consequences--Distribution
of Junior Subordinated Debentures to Holders of Trust Preferred Securities."

SHORTENING OF STATED MATURITY OF JUNIOR SUBORDINATED DEBENTURES

Silicon 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 such right is subject to Silicon 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."

LIMITATIONS ON DIRECT ACTIONS AGAINST SILICON AND ON RIGHTS UNDER THE GUARANTEE

The Guarantee guarantees to the holders of the Trust Preferred Securities
the following payments, to the extent not paid by SVB Capital: (i) any
accumulated and unpaid Distributions required to be paid on the Trust Preferred
Securities, to the extent that SVB Capital has funds on hand available therefor
at such time, (ii) the redemption price with respect to any Trust Preferred
Securities called for redemption, to the extent that SVB Capital has funds on
hand available therefor at such time, and (iii) upon a voluntary or involuntary
dissolution, winding-up or liquidation of SVB Capital (unless the Junior
Subordinated Debentures are distributed to holders of the Trust Preferred
Securities), the lesser of (a) the aggregate of the Liquidation Amount and all
accumulated and unpaid Distributions to the date of payment to the extent that
SVB Capital has funds on hand available therefor at such time (the "Liquidation
Distribution") and (b) the amount of assets of SVB Capital remaining available
for distribution to holders of the Trust Preferred Securities after satisfaction
of liabilities to creditors of SVB Capital as required by applicable law. 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 or to direct the exercise of any trust power conferred
upon the Guarantee Trustee under the Guarantee Agreement. Any holder of the
Trust Preferred Securities may institute a legal proceeding directly against
Silicon to enforce its rights under the Guarantee without first instituting a
legal proceeding against SVB Capital, the Guarantee Trustee or any other person
or entity. If Silicon were to default on its obligation to pay amounts payable
under the Junior Subordinated Debentures, SVB Capital would lack funds for the
payment of Distributions or amounts payable on redemption of the Trust Preferred
Securities or otherwise, and, in such event, holders of the Trust Preferred
Securities would not be able to rely upon the Guarantee for payment of such
amounts. Instead,

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<PAGE>
in the event a Debenture Event of Default shall have occurred and be continuing
and such event is attributable to the failure of Silicon to pay interest on or
principal of the Junior Subordinated Debentures on the payment date on which
such payment is due and payable, then a holder of Trust Preferred Securities may
institute a legal proceeding directly against Silicon for enforcement of payment
to such holder of the principal of or interest on such Junior Subordinated
Debentures having a principal amount equal to the aggregate Liquidation Amount
of the Trust Preferred Securities of such holder (a "Direct Action"). In
connection with such Direct Action, Silicon will have a right of set-off under
the Indenture to the extent of any payment made by Silicon to such holder of
Trust Preferred Securities in the Direct Action. Except as described herein,
holders of Trust Preferred Securities will not be able to exercise directly any
other remedy available to the holders of the Junior Subordinated Debentures or
assert directly any other rights in respect of the Junior Subordinated
Debentures. See "Description of Junior Subordinated Debentures-- Enforcement of
Certain Rights by Holders of Trust Preferred Securities" and "Description of
Guarantee." The Trust Agreement provides that each holder of Trust Preferred
Securities by acceptance thereof agrees to the provisions of the Guarantee
Agreement and the Indenture.

ABILITY TO MAKE PAYMENTS ON THE TRUST PREFERRED SECURITIES AND JUNIOR
SUBORDINATED DEBENTURES

Substantially all of the assets of Silicon consist of the capital stock of
its subsidiaries. Silicon is a legal entity separate and distinct from its
subsidiaries. The ability of SVB Capital to pay amounts due on the Trust
Preferred Securities is solely dependent upon Silicon making payments on the
Junior Subordinated Debentures as and when required. Silicon's ability to pay
interest on the Junior Subordinated Debentures to SVB Capital (and consequently,
SVB Capital's ability to pay distributions on the Trust Preferred Securities and
Silicon's ability to pay its obligations under the Guarantee) depends primarily
on cash and liquid investments at Silicon and upon cash dividends and interest
payments Silicon may receive in the future from its subsidiaries. Payment of
dividends by subsidiaries is subject to the subsidiaries' profitability,
financial condition, capital expenditure and other cash flow requirements.

UNCERTAINTY OF DEDUCTIBILITY OF INTEREST ON THE JUNIOR SUBORDINATED DEBENTURES

Silicon's 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. Counsel has rendered an
opinion to Silicon that the Junior Subordinated Debentures are debt instruments
for federal income tax purposes. In accordance with such opinion of counsel,
interest on the Junior Subordinated Debentures will be deductible by Silicon.
However, a 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, Silicon would have significant additional income tax
liabilities. Any such tax liability could adversely affect the ability of
Silicon to pay interest on the Junior Subordinated Debentures to SVB Capital
(and consequently SVB Capital's ability to pay Distributions on the Trust
Preferred Securities and Silicon's ability to pay its obligations under the
Guarantee).

LIMITED COVENANTS

The covenants in the Indenture are limited, and there are no covenants
relating to Silicon in the Trust Agreement. As a result, neither the Indenture
nor the Trust Agreement protects holders of Junior Subordinated Debentures, or
Trust Preferred Securities, respectively, in the event of a material adverse
change in Silicon's or the Company's financial condition or results of
operations or limits the ability of Silicon 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 will be able to comply with its obligations under the Junior
Subordinated Debentures or the Guarantee.

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LIMITED VOTING RIGHTS

Holders of Trust Preferred Securities 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, and the exercise of SVB
Capital's rights as holder of Junior Subordinated Debentures. Holders of Trust
Preferred Securities 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 herein. In no event will the holders of the Trust
Preferred Securities have the right to vote to appoint, remove or replace the
Administrative Trustees; such voting rights are vested exclusively in the holder
of the Common Securities. The Property Trustee, the Administrative Trustees and
Silicon may amend the Trust Agreement without the consent of holders of Trust
Preferred Securities to ensure that SVB Capital will be classified for United
States federal income tax purposes as a grantor trust or to ensure that SVB
Capital will not be required to register as an "investment company," even if
such action adversely affects the interests of such holders. See "Description of
Trust Preferred Securities--Voting Rights; Amendment of the Trust Agreement" and
"--Removal of Trustees."

ABSENCE OF EXISTING PUBLIC MARKET; MARKET PRICES

Although application has been made 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 Underwriters have informed SVB Capital and the
Company that the Underwriters intend to make a market in the Trust Preferred
Securities offered hereby, the Underwriters are not obligated to do so and any
such market making activity may be terminated at any time without notice to the
holders of the Trust Preferred Securities. Future trading prices of the Trust
Preferred Securities will depend on many factors including, among other things,
prevailing interest rates, the operating results and financial condition of the
Company, and the market for similar securities. As a result of the existence of
Silicon's right to defer interest payments on or, subject to 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. There can be 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 exercises its right to terminate SVB Capital.
Accordingly, the Trust Preferred Securities that an investor may purchase, or
the Junior Subordinated Debentures that a holder of the Trust Preferred
Securities may receive in liquidation of SVB Capital, may trade at a discount
from the price that the investor paid to purchase the Trust Preferred Securities
offered hereby.

ECONOMIC CONDITIONS AND INTEREST RATE RISK

The Company's profitability, like most other financial institutions, is
primarily dependent on interest rate differentials. In general, the difference
between the interest rates paid by the Bank on interest-bearing liabilities,
such as deposits and other borrowings, and the interest rates received by the
Bank on interest-earning assets, such as loans extended to its clients and
securities held in its investment portfolio, comprise the major portion of the
Company's earnings. These rates are highly sensitive to many factors that are
beyond the control of the Company, such as inflation, recession and
unemployment, and the impact that future changes in domestic and foreign
economic conditions might have on Silicon and the Bank cannot be predicted.

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COMPETITION

The banking and financial services business environment in California, as
well as the rest of the U.S., is highly and increasingly competitive. The Bank
competes for client loans, deposits and other financial products and services
with other commercial banks, savings and loan associations, securities and
brokerage companies, mortgage companies, insurance companies, finance companies,
money market and other mutual funds, credit unions, and other non-bank financial
services providers. Many of these competitors are much larger in total assets
and capitalization, have greater access to capital markets and offer a broader
array of financial products and services than the Bank. The increasingly
competitive environment is primarily a result of changes in regulation, changes
in technology and product delivery systems, and the accelerating pace of
consolidation among financial services providers. In order to compete with other
financial services providers, the Bank principally relies upon promotional
activities and industry knowledge in its market areas, personal relationships
with clients and other service providers, referral sources established by
officers, directors and employees, and specialized services tailored to meet the
Bank's clients' needs.

CREDIT QUALITY

A significant source of risk for the Bank arises from the possibility that
losses will be sustained because borrowers, guarantors and related parties may
fail to perform in accordance with the terms of their loans. The Bank has
adopted underwriting and credit monitoring procedures and credit policies,
including the establishment and review of the allowance for loan losses, that
management believes are appropriate to minimize this risk by assessing the
likelihood of nonperformance, tracking loan performance and diversifying the
Bank's credit portfolio. No assurance can be given that such policies and
procedures will be effective or that the Bank will not experience unexpected
losses that could materially adversely affect the Bank's results of operations.

IMPORTANCE OF CAPITAL FOR START-UP AND EMERGING GROWTH COMPANIES

The Bank's strategy has focused on providing banking products and services
to start-up and emerging growth companies receiving financial support from
sophisticated investors, including angel, venture capital and corporate
investors. The available supply of capital for start-up and emerging growth
companies has grown significantly during the Bank's existence resulting in an
expanding number of new clients for the Bank. If the capital available to invest
in start-up and emerging growth companies decreases, it is likely that the
number of new clients of the Bank and the financial support of borrowing clients
by venture investors would decrease which could have an adverse effect on the
Bank's future prospects. Among the factors that could affect the amount of
capital available to start-up and emerging growth companies is the receptivity
of the capital markets to initial public offerings of companies within the
Bank's high technology and life sciences niches. Based on the Bank's past
experience, the Bank believes that a decrease in capital availability for
start-up and emerging growth companies may enhance the Bank's ability to retain
existing loan commitments longer because loan payoffs due to initial public
offerings, secondary offerings and acquisitions may diminish. In addition, based
on past experience, the Bank believes that established venture capitalists would
be able to continue to fund future and follow-on investments in their portfolio
companies for a period of time because they have traditionally reserved funds
for such purposes.

YEAR 2000 COMPLIANCE

In May 1997, the Federal Financial Institutions Examination Council issued
an interagency statement to the chief executive officers of all federally
supervised financial institutions regarding "year 2000" project awareness. It is
expected that unless financial institutions address the technology issues
relating to the coming of the year 2000, there will be major disruptions in the
operation of financial institutions. The statement provides guidance to
financial institutions, providers of data services and all examining personnel
of the federal banking agencies regarding the year 2000 issue. The federal
banking agencies intend to

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conduct year 2000 compliance examinations, and the failure to implement a year
2000 compliance program by December 31, 1998 may be viewed by the federal
banking agencies as an unsafe and unsound banking practice. In addition, the
federal banking agencies will be taking into account year 2000 compliance
programs when analyzing applications to acquire a bank or other bank holding
company and may deny an application based on year 2000-related issues.

The Company is aware of the "year 2000" issue and the related potential
risks. The Bank has engaged a third party vendor, a recognized expert in
assisting in all phases of year 2000 compliance, as part of a multiphase project
to assist the Bank in addressing the year 2000 issue. The first two phases of
the year 2000 compliance project (systems inventory and risk assessment) are
projected to be completed during the second quarter of 1998. The expense and
related potential impact on the Company's pre-tax earnings of the first two
phases of the year 2000 compliance project is expected to approximate $250,000.
Phase three, renovation, consists of analysis, remediation and unit testing, and
is projected to be completed by the end of 1998. The expense and related
potential impact on the Company's pre-tax earnings of phase three of the year
2000 compliance project is expected to approximate $1,250,000. The fourth and
final phase, validation and implementation, is expected to begin in the first
quarter of 1999. Management has not yet assessed the potential financial impact
of the last phase of the project.

ECONOMIC CONDITIONS IN ASIA

Management of the Company has been undertaking an ongoing evaluation of the
economic events occurring in Asia during recent months. Based on the results to
date from this evaluation, no significant current or forecasted negative impact
has been identified with respect to the Company's loan growth, credit quality,
overall financial condition or results of operations. Future events and
circumstances surrounding the economic conditions in Asia cannot be predicted,
nor can any assurance be given that these future events and circumstances will
not adversely affect the Company's loan growth, credit quality, overall
financial condition or results of operations.

OTHER RISK FACTORS

For a discussion of other risk factors that should be considered by
potential investors, please see the sections entitled "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Silicon's Annual Report on Form 10-K for the year ended December
31, 1997 which is incorporated herein by reference.

RECENT DEVELOPMENTS

The following information regarding the Company's results of operations for
the quarter ended March 31, 1998 should be read in conjunction with the
financial information set forth in the Company's Quarterly Report on Form 10-Q,
which is incorporated herein by reference.

The Company's total assets were $2.8 billion at March 31, 1998, an increase
of $849.4 million, or 43.5%, compared to $2.0 billion at March 31, 1997. Total
deposits increased $797.5 million, or 44.3%, to $2.6 billion at March 31, 1998,
from $1.8 billion a year earlier. Of these deposit totals, at March 31, 1998,
29.5% consisted of noninterest-bearing demand deposits, versus a comparative
33.6% composition of noninterest bearing demand deposits at March 31, 1997.
Loans, net of unearned income, totaled $1.2 billion at March 31, 1998, an
increase of $310.6 million, or 33.3%, compared to $931.5 million at March 31,
1997. Total shareholders' equity was $187.6 million at March 31, 1998, an
increase of $47.3 million, or 33.7%, compared to $140.2 million a year prior.
The Company's market capitalization was $625.5 million as of March 31, 1998, an
84.8% increase compared to the $338.5 million total a year earlier.

The Company reported net income for the quarter ended March 31, 1998, of
$7.6 million, a $1.4 million, or 22.4%, increase from the $6.2 million earned in
the first quarter of 1997. The increase was largely due to growth in average
interest-earning assets, partially offset by increases in noninterest expense

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and the provision for loan losses. Diluted earnings per share totaled $0.36 for
the first quarter of 1998, an increase of 17.7% compared to $0.31 per diluted
share for the first quarter of 1997. For the first quarter of 1998, return on
average assets (ROA) was 1.2%, versus 1.3% in the first quarter of 1997. Return
on average equity (ROE) was 16.9% in the first quarter of 1998, compared to
18.1% in the first quarter of 1997. Net interest income totaled $31.9 million
for the first quarter of 1998, an $8.1 million, or 33.9%, increase compared to
the $23.9 million total for the first quarter of the prior year. The net
interest margin for the first quarter of 1998 was 5.3% compared with 5.7% in the
first quarter of 1997 and 5.4% in the fourth quarter of 1997. Noninterest income
totaled $5.4 million in the first quarter of 1998, an increase of $0.6 million,
or 11.6%, compared to the $4.8 million total in the first quarter of 1997. This
increase was largely due to a $0.7 million increase in letter of credit fees,
foreign exchange fees and other trade finance income and a $0.5 million increase
in gain on sales of investment securities, partially offset by a $0.7 million
decline in income from the disposition of client warrants. Noninterest expense
totaled $18.9 million in the first quarter of 1998, a $4.2 million, or 28.9%
increase, over the $14.7 million incurred in the comparable 1997 period.

Nonperforming loans totaled $20.4 million, or 1.6% of total loans, at March
31, 1998, compared to $16.1 million, or 1.7% of total loans, a year earlier.
Total nonperforming loans at March 31, 1998, decreased $5.1 million, or 20.1%,
from the 1997 year-end total of $25.5 million, or 2.2% of total loans. The
decrease from the prior year end was primarily due to one credit in excess of
$7.0 million being returned to accrual status during the first quarter of 1998.
The allowance for loan losses totaled $40.4 million, or 3.2% of total loans and
198.3% of nonperforming loans, at March 31, 1998, compared to $36.4 million, or
3.9% of total loans and 225.5% of nonperforming loans, a year earlier.

On March 19, 1998, the Company announced a two-for-one stock split, to be
distributed on May 1, 1998, to shareholders of record on April 17, 1998.

USE OF PROCEEDS

All of the proceeds from the sale of Trust Preferred Securities will be
invested by SVB Capital in the Junior Subordinated Debentures. The net proceeds
to Silicon from the sale of the Junior Subordinated Debentures relating to the
Trust Preferred Securities are estimated to be $38.33 million, net of estimated
underwriting commissions and other estimated offering expenses. Silicon intends
to invest approximately $20.0 million of the net proceeds in the Bank. Silicon
intends to use the remaining net proceeds for general corporate purposes, which
may include, without limitation, investments in liquid government and corporate
debt securities, additional investments in the Bank and investments in venture
capital funds.

The Company 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 (the "25% Capital Limitation"). Amounts in excess of the 25%
Capital Limitation would constitute Tier 2 or supplementary capital of Silicon.
Such Tier 1 Capital treatment, together with Silicon's ability to deduct, for
federal income tax purposes, interest payable on the Junior Subordinated
Debentures, will provide Silicon with a cost-effective means of obtaining
capital for bank regulatory purposes.

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CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at March 31, 1998 and as adjusted to give effect to the issuance of the
Trust Preferred Securities offered by SVB Capital and receipt by the Company of
the proceeds from the corresponding sale of the Junior Subordinated Debentures
to SVB Capital. All share information has been adjusted as of March 31, 1998 to
reflect a two-for-one stock split to shareholders of record on April 17, 1998.

<TABLE>
<CAPTION>
MARCH 31, 1998
-----------------------
ACTUAL AS ADJUSTED
---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Company obligated mandatorily redeemable trust preferred securities of subsidiary trust
holding solely junior subordinated debentures(1)....................................... $ -- $ 40,000
---------- -----------
Preferred stock, no par value: 20,000,000 shares authorized, none issued................. -- --
Common stock, no par value: 60,000,000 shares authorized, 20,486,526 outstanding......... 87,920 87,920
Retained earnings........................................................................ 102,579 102,579
Unearned compensation.................................................................... (5,499) (5,499)
Accumulated other comprehensive income:
Net unrealized gain on available-for-sale investments.................................. 2,556 2,556
---------- -----------
Total shareholders' equity........................................................... 187,556 187,556
---------- -----------
Total capitalization............................................................... $ 187,556 $ 227,556
---------- -----------
---------- -----------
</TABLE>

- ------------------------

(1) The subsidiary trust is SVB Capital, which will hold the Junior Subordinated
Debentures issued by Silicon as its sole asset. The Trust Preferred
Securities are issued by SVB Capital. The Junior Subordinated Debentures
will bear interest at the rate of % per annum and will mature on ,
2028, which date may be shortened to a date not earlier than , 2003
if certain conditions are met. The Junior Subordinated Debentures are
redeemable prior to maturity at the option of Silicon, subject to Silicon
having received prior approval of the Federal Reserve if then required under
applicable capital guidelines or policies of the Federal Reserve, (i) on or
after , 2003, in whole at any time or in part from time to time, or
(ii) at any time, in whole (but not in part), within 90 days following the
occurrence and continuation of a Tax Event, an Investment Company Event or a
Capital Treatment Event (each as defined herein). See "Description of Junior
Subordinated Debentures--Redemption." Silicon will own all of the Common
Securities of SVB Capital.

REGULATORY CAPITAL RATIOS

The following table sets forth the consolidated capital ratios of the
Company at March 31, 1998 and as adjusted to give effect to the issuance of the
Trust Preferred Securities by SVB Capital offered hereby.

<TABLE>
<CAPTION>
MARCH 31, 1998
--------------------------
ACTUAL AS ADJUSTED(1)
--------- ---------------
<S> <C> <C>
Total risk-based capital................................................................. 11.9% 14.0%
Tier 1 risk-based capital................................................................ 10.6% 12.8%
Tier 1 leverage ratio.................................................................... 7.1% 8.6%
</TABLE>

- ------------------------

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

25
<PAGE>
ACCOUNTING TREATMENT

For financial reporting purposes, SVB Capital will be treated as a
subsidiary of Silicon and, accordingly, the accounts of SVB Capital will be
included in the consolidated financial statements of the Company. The Trust
Preferred Securities will be presented as a separate line item in the
consolidated balance sheet of the Company under the caption "Company Obligated
Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust Holding
Solely Junior Subordinated Debentures," and appropriate disclosures about the
Trust Preferred Securities, the Guarantee and the Junior Subordinated Debentures
will be included in the notes to consolidated financial statements. For
financial reporting purposes, the Company will record Distributions payable on
the Trust Preferred Securities as an expense in the consolidated statements of
operations.

Future reports of Silicon filed under the Exchange Act will include a
footnote to the financial statements stating that (i) SVB Capital is wholly
owned, (ii) the sole assets of SVB Capital are the Junior Subordinated
Debentures (specifying the principal amount, interest rate and maturity date of
such Junior Subordinated Debentures), and (iii) the back-up obligations, in the
aggregate, constitute a full and unconditional guarantee by Silicon of the
obligations of SVB Capital under the Trust Preferred Securities. SVB Capital
will not provide separate reports under the Exchange Act.

26
<PAGE>
MANAGEMENT

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the directors
and executive officers of the Company, their ages (at March 31, 1998), and their
positions and offices with the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------ --- -------------------------------------------------
<S> <C> <C>
Daniel J. Kelleher............ 55 Chairman of the Board

John C. Dean.................. 50 President, Chief Executive Officer and Director

Gary K. Barr.................. 53 Director

James F. Burns, Jr............ 60 Director

David M. deWilde.............. 57 Director

Clarence J. Ferrari, Jr....... 63 Director

James R. Porter............... 62 Director

Ann R. Wells.................. 54 Director

James F. Forrester............ 54 Executive Vice President

David A. Jones................ 41 Executive Vice President

Barbara B. Kamm............... 46 Executive Vice President and Acting Chief
Financial Officer

Harry W. Kellogg, Jr.......... 54 Executive Vice President

Kenneth P. Wilcox............. 50 Executive Vice President
</TABLE>

DANIEL J. KELLEHER. Mr. Kelleher is a Private Investor, Los Altos Hills,
California.

JOHN C. DEAN. Mr. Dean has been President and Chief Executive Officer of
Silicon and the Bank since May 1993. He also has been an Advisory Member of the
Board of Directors of American Central Gas Companies, Inc., Tulsa, Oklahoma,
since August 1994. Prior to joining Silicon and the Bank in May 1993, Mr. Dean
served as President and Chief Executive Officer of Pacific First Bank, a $6.5
billion federal savings bank, headquartered in Seattle, Washington, from
December 1991 until April 1993. From 1990 to 1991, Mr. Dean served as Chairman
and Chief Executive Officer of First Interstate Bank of Washington, and from
1986 to 1990, Chairman and Chief Executive Officer of First Interstate Bank of
Oklahoma.

GARY K. BARR. Mr. Barr has been President and Chief Executive Officer of
Pacific Coast Capital (a real estate investment and management company),
Carbondale, Colorado, since August 1992. He also has served as Chief Financial
Officer of Import/Export Time Advisor (an information software company) since
April 1997. Mr. Barr served as President and Chief Executive Officer of Landsing
Pacific Fund (a California real estate investment and management company) from
1984 to August 1992. In addition, Mr. Barr was Interim Acting Chief Executive
Officer of the Company and the Bank from January 1993 to May 1993.

JAMES F. BURNS, JR. Mr. Burns has been a Trustee of CBR Liquidating Trust
since October 1996, and was Executive Vice President and Chief Financial Officer
of CBR Information Group (a credit and mortgage reporting company), Houston,
Texas, from September 1993 to October 1996. He was 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 CBR in 1993) from 1988 to 1993.

27
<PAGE>
DAVID M. DEWILDE. Mr. deWilde has been Managing Partner of L.A.I. (an
executive search firm) since January 1998. He was Founder and Chief Executive
Officer of Chartwell Partners International, Inc. (an executive search firm)
from 1989 to January 1998. Mr. deWilde has been a Director of Berkshire Realty
Company, Inc. (a real estate investment trust), Boston, Massachusetts, since
1993.

CLARENCE J. FERRARI, JR. Mr. Ferrari has been a Founder and Principal of
Ferrari, Olsen, Ottoboni & Bebb Esq. (Attorneys-at-Law), San Jose, California
since 1981.

JAMES R. PORTER. Mr. Porter has been Chairman of CCI/Triad (a computer
services company) since February 1997. He was President, Chief Executive Officer
and Director of Triad Systems Corporation (a computer software company),
Livermore, California, from September 1985 to February 1997. Mr. Porter has been
a member of the Board of Directors of Firstwave Technologies (a sales automation
company), Atlanta, Georgia, since April 1993, and a member of the Board of
Directors of Cellular Technical Services (a cellular device company), Seattle,
Washington, since July 1997.

ANN R. WELLS. Ms. Wells has been President of Ann Wells Personnel Services
Division of Personnel Group of America (a personnel agency) since January 1998.
She was Chief Executive Officer of Ann Wells Personnel Services, Inc. (a
personnel agency), Sunnyvale, California, from January 1980 to January 1998.

JAMES F. FORRESTER. Mr. Forrester joined the Bank in 1987 as Senior Vice
President of Operations and Administration. In 1990, Mr. Forrester founded the
Bank's Southern California office and managed that office until August 1993.
From August 1993 to December 1995, Mr. Forrester managed the Bank's Special
Industries Group and Northern California Technology Group, and from January 1996
to December 1997, he managed the Bank's Strategic Financial Services Group. Mr.
Forrester was named Manager of the Corporate Finance Group in December 1997.

DAVID A. JONES. Mr. Jones joined the Bank in August 1997 as Executive Vice
President and Chief Credit Officer. Prior to joining the Bank, Mr. Jones served
as Senior Vice President of Wells Fargo Bank in Portland, Oregon, from April
1996 to August 1997. From January 1982 to April 1996, Mr. Jones was a Senior
Vice President with First Interstate Bank in Oklahoma, Texas and Oregon.

BARBARA B. KAMM. Ms. Kamm joined the Bank in January 1991 as Vice President
and Senior Loan Officer of the Bank's Southern California Technology Group.
Prior to being appointed Executive Vice President and Chief Administrative
Officer in September 1996, Ms. Kamm served as Executive Vice President and
Manager of the Bank's Southern California Group from November 1995 to September
1996 (having served as Manager of the Southern California Group since August
1993).

HARRY W. KELLOGG, JR. Mr. Kellogg joined the Bank in October 1986 as Senior
Vice President of the Bank's Technology Division. Mr. Kellogg served as
Executive Vice President and Chief Marketing Officer from September 1993 to
April 1994 (when he left the Bank 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 the Bank in February 1995 as Executive
Vice President and Chief Marketing Officer. He was named Manager of the Bank's
Products and Services Group in December 1997.

KENNETH P. WILCOX. Mr. Wilcox joined the Bank in April 1990 as Regional
Vice President of the 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 the Bank
(having served as Manager of the East Coast Technology Group since June 1993).
Mr. Wilcox was appointed Chief Banking Officer in December 1997.

28
<PAGE>
DESCRIPTION OF THE TRUST PREFERRED SECURITIES

The Trust Preferred Securities and the Common Securities will be issued
pursuant to the terms of the Trust Agreement. The Trust Agreement will be
qualified as an indenture under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"). 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. This summary of certain terms and provisions of the
Trust Preferred Securities and the Trust Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the Trust Agreement, including the definitions therein of
certain terms, and the Trust Indenture Act. Wherever particular defined terms of
the Trust Agreement (as amended or supplemented from time to time) are referred
to herein, such defined terms are incorporated herein. The form of the Trust
Agreement has been filed 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 will issue the Trust Preferred Securities and the Common
Securities (collectively, the "Trust Securities"). The Trust Preferred
Securities will represent preferred undivided beneficial interests in the assets
of SVB Capital and the holders thereof will be entitled to a preference in
certain circumstances with respect to Distributions and amounts payable on
redemption or liquidation over the Common Securities of SVB Capital (which will
be held by Silicon), as well as other benefits as described in the Trust
Agreement.

The Trust Preferred Securities will rank PARI PASSU, and payments will be
made thereon pro rata, with the Common Securities of SVB Capital except as
described under "--Subordination of Common Securities" below. Legal title to the
Junior Subordinated Debentures will be held by the Property Trustee in trust for
the benefit of the holders of the Trust Securities. The Guarantee executed by
Silicon for the benefit of the holders of the Trust Preferred Securities (the
"Guarantee") will be a guarantee on a subordinated basis and 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
does not have funds on hand available to make such payments. See "Description of
Guarantee."

DISTRIBUTIONS

PAYMENT OF 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 15th day of , , and
in each year, commencing , 1998 to the holders of the Trust
Preferred Securities on the relevant record dates (each date on which
Distributions are payable in accordance with the foregoing, a "Distribution
Date"). The amount of each Distribution due with respect to 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 thereof as they appear on the register of SVB Capital 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.

The amount of Distributions payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. In the event that any date on
which Distributions are payable on the Trust Preferred Securities is not a
Business Day (as defined below), payment of the Distribution payable on such
date will be made on the next Business Day (and 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" shall mean 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

29
<PAGE>
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 available for distribution to holders of its Trust
Preferred Securities will be limited to payments by Silicon under the Junior
Subordinated Debentures in which SVB Capital will invest the proceeds from the
issuance and sale of its Trust Preferred Securities. See "Description of Junior
Subordinated Debentures." If Silicon 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 has funds legally available for
the payment of such Distributions and cash sufficient to make such payments) is
guaranteed by Silicon. See "Description of Guarantee."

EXTENSION PERIOD. So long as no Debenture Event of Default has occurred and
is continuing, Silicon has the right under the Indenture 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 (each, an "Extension Period"), provided that no Extension Period may
extend beyond the Stated Maturity of the Junior Subordinated Debentures. As a
consequence of any such election, quarterly Distributions on the Trust Preferred
Securities will be deferred by SVB Capital during any such Extension Period.
Distributions to which holders of Trust Preferred Securities 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 herein shall
include any such additional accumulated amounts. During any such Extension
Period, Silicon may not and shall not allow any of its subsidiaries to (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire,
or make a liquidation payment with respect to, any of Silicon's capital stock
(which includes common and preferred stock), (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of Silicon (including other junior subordinated debentures) that rank
PARI PASSU with or junior in interest to the Junior Subordinated Debentures or
(iii) make any guarantee payments with respect to any guarantee by Silicon of
the debt securities of any subsidiary of Silicon if such guarantee ranks PARI
PASSU with or junior in interest to the Junior Subordinated Debentures (other
than (a) dividends or distributions in Silicon's capital stock (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 Guarantee and (d) purchases of
common stock related to the issuance of common stock or rights under any of
Silicon's benefit plans for its directors, officers, employees or consultants)
or (iv) redeem, purchase or acquire less than all of the Junior Subordinated
Debentures or any of the Trust Preferred Securities. Prior to the termination of
any such Extension Period, Silicon may further extend such Extension Period,
provided that such extension does not cause such Extension Period to exceed 20
consecutive quarters or extend beyond the Stated Maturity. Upon the termination
of any such Extension Period and the payment of all amounts then due, and
subject to the foregoing limitations, Silicon may elect to begin a new Extension
Period. Subject to the foregoing, there is no limitation on the number of times
that Silicon may elect to begin an Extension Period. Silicon 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 proceeds from such repayment or redemption
shall be applied by the Property Trustee to redeem a Like Amount (as defined
below) of the Trust Securities, upon not less than 30 nor more than 60 days'
notice of a date of redemption (the "Redemption Date"), at the Redemption Price
(as defined below). See "Description of Junior Subordinated
Debentures--Redemption." If less than all of the Junior

30
<PAGE>
Subordinated Debentures are to be repaid or redeemed on a Redemption Date, then
the proceeds from such repayment or redemption shall be allocated to the
redemption of the Trust Securities pro rata.

Silicon will have the right to redeem the Junior Subordinated Debentures (i)
on or after , 2003, in whole at any time or in part from time to time 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 thereof, or (ii) at any time (whether occurring before
or after , 2003), 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 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 thereof. See "Description of Junior
Subordinated Debentures--Redemption." If a Tax Event, Capital Treatment Event or
an Investment Company Event has occurred and is continuing and Silicon does not
elect to redeem the Junior Subordinated Debentures and thereby cause a mandatory
redemption of the Trust Securities or to liquidate SVB Capital and cause the
Junior Subordinated Debentures to be distributed to holders of the Trust
Securities in liquidation of SVB Capital as described below, such Trust
Securities will remain outstanding and Additional Sums (as defined below) may be
payable on the Junior Subordinated Debentures.

"Additional Sums" means the additional amounts as may be necessary to be
paid by Silicon with respect to the Junior Subordinated Debentures in order that
the amount of Distributions then due and payable by SVB Capital on the
outstanding Trust Securities of SVB Capital shall not be reduced as a result of
any additional taxes, duties and other governmental charges to which SVB Capital
has become subject as a result of a Tax Event.

"Like Amount" means (i) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount (as defined below) 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 such classes and the proceeds of which will be used to
pay the Redemption Price of such Trust Securities, and (ii) with respect to a
distribution of Junior Subordinated Debentures to holders of Trust Securities in
connection with a dissolution or liquidation of SVB Capital, 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.

"Liquidation Amount" means the stated amount of $25 per Trust Security.

"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 Trust Securities.

DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES

Subject to Silicon and SVB Capital having received an opinion of counsel to
the effect that such distribution will not be a taxable event to the holders of
the Trust Preferred Securities, Silicon will have the right at any time to
dissolve SVB Capital and, after satisfaction of the liabilities of creditors of
SVB Capital as provided by applicable law, cause a Like Amount of the Junior
Subordinated Debentures to be distributed to the holders of Trust Securities in
liquidation of SVB Capital. After the liquidation date fixed for any
distribution of Junior Subordinated Debentures for Trust Preferred Securities
(i) such Trust Preferred Securities will no longer be deemed to be outstanding,
(ii) 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 such 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, (iii) Silicon shall use its
best efforts to

31
<PAGE>
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,
(iv) 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 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 Junior Subordinated 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
Junior Subordinated Debentures upon surrender of Trust Securities certificates.

There can be 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 a dissolution and liquidation of
SVB Capital were to occur. Accordingly, the Trust Preferred Securities that an
investor may purchase, or the Junior Subordinated Debentures that the investor
may receive on dissolution and liquidation of SVB Capital, may trade at a
discount to the price that the investor paid to purchase the Trust Preferred
Securities offered hereby.

REDEMPTION PROCEDURES

Trust Preferred Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of the Junior Subordinated Debentures. Redemptions of
the Trust Preferred Securities shall be made and the Redemption Price shall be
payable on each Redemption Date only to the extent that SVB Capital has funds on
hand available for the payment of such Redemption Price. See "--Subordination of
Common Securities" herein and "Description of Guarantee."

If SVB Capital gives a notice of redemption in respect of the Trust
Preferred Securities, then, by 12:00 noon, Eastern time on the Redemption Date,
to the extent funds are available, 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 the holders of such Trust Preferred Securities. See
"Book-Entry Issuance." If such Trust 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 such 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 the
holders thereof upon surrender of their certificates evidencing such Trust
Preferred Securities. Notwithstanding the foregoing, Distributions payable on or
prior to the Redemption Date shall be payable to the holders of such Trust
Preferred 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 the holders of the
Trust Preferred Securities will cease, except the right of the holders of the
Trust Preferred Securities 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. In the event that 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 (and
without any interest or other payment in respect of any such delay). In the
event that payment of the Redemption Price in respect of Trust Preferred
Securities called for redemption is improperly withheld or refused and not paid
either by SVB Capital or by Silicon pursuant to the Guarantee, Distributions on
such Trust Preferred Securities will continue to accrue at the then applicable
rate, from the Redemption Date originally established by SVB Capital 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."

32
<PAGE>
Subject to applicable law (including, without limitation, United States
federal securities law), and further provided that Silicon is not then
exercising its rights to defer interest payments on the Junior Subordinated
Debentures, the Company (other than SVB Capital) may at any time and from time
to time purchase outstanding Trust Preferred Securities by tender, in the open
market or by private agreement.

If less than all of the Trust Securities issued by SVB Capital are to be
redeemed on a Redemption Date, then the aggregate Redemption Price for such
Trust Securities to be redeemed shall be allocated pro rata to the Trust
Preferred Securities and Common Securities based upon the relative Liquidation
Amounts of such classes. The particular Trust 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 Trust Preferred Securities not previously called for redemption,
by such method 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 thereof) of the Liquidation Amount of Trust Preferred
Securities. The Property Trustee shall 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 thereof 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 shall 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.

SUBORDINATION OF COMMON SECURITIES

Payment of Distributions on, and the Redemption Price of, the Trust
Preferred Securities and Common Securities, as applicable, shall be made pro
rata based on the Liquidation Amounts of the Trust Preferred Securities and
Common Securities; provided, however, that if on any Distribution Date or
Redemption Date a Debenture Event of Default shall have occurred and be
continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or applicable Redemption Price of, any of the Common Securities,
and no other payment on account of the redemption, liquidation or other
acquisition of the Common Securities, shall be made 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,
shall have been made or provided for, and all funds available to the Property
Trustee shall 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).

In the case of any Event of Default under the Trust Agreement resulting from
a Debenture Event of Default, Silicon as holder of the Common Securities will be
deemed to have waived any right to act with respect to any such Event of Default
until the effect of all such Events of Default have been cured, waived or
otherwise eliminated. Until any such Events of Default have been so cured,
waived or otherwise eliminated, the Property Trustee shall act solely on behalf
of the holders of the Trust Preferred Securities and not on behalf of Silicon 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 will have the right at any time to dissolve SVB Capital and cause
the Junior Subordinated Debentures to be distributed to the holders of the Trust
Preferred Securities. Such right is subject to Silicon having received prior
approval of the Federal Reserve if then required under applicable capital

33
<PAGE>
guidelines or policies of the Federal Reserve. See "--Distribution of Junior
Subordinated Debentures." Silicon might exercise its right to dissolve SVB
Capital 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 and causing the Junior Subordinated Debentures to be
distributed to the holders of the Trust Preferred Securities.

In addition, pursuant to the Trust Agreement, SVB Capital shall
automatically dissolve upon expiration of its term and shall earlier dissolve on
the first to occur of: (i) certain events of bankruptcy, dissolution or
liquidation of Silicon; (ii) the distribution of a Like Amount of the Junior
Subordinated Debentures to the holder of its Trust Securities, if Silicon, as
Depositor, has delivered written direction to the Property Trustee to terminate
SVB Capital (which direction is optional and, except as described above, wholly
within the discretion of Silicon, as Depositor); (iii) redemption of all of the
Trust Preferred Securities as described under "--Redemption;" and (iv) the entry
of an order for the dissolution of SVB Capital by a court of competent
jurisdiction.

If an early dissolution occurs as described in clause (i), (ii) or (iv)
above or upon the Expiration Date (as defined in the Trust Agreement), SVB
Capital shall be liquidated by the Trustees as expeditiously as the Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of SVB Capital as provided by applicable law, to the holders of such
Trust Securities a Like Amount of the Junior Subordinated Debentures, unless
such distribution is determined by the Property Trustee not to be practical, in
which event such holders will be entitled to receive out of the assets of SVB
Capital available for distribution to holders, after satisfaction of liabilities
to creditors of SVB Capital 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 (such amount being the "Liquidation Distribution"). If such Liquidation
Distribution can be paid only in part because SVB Capital has insufficient
assets available to pay in full the aggregate Liquidation Distribution, then the
amounts payable directly by SVB Capital on the Trust Preferred Securities shall
be paid on a pro rata basis (based upon Liquidation Amounts). The holder(s) of
the Common Securities will be entitled to receive distributions upon any such
liquidation pro rata with the holders of the Trust Preferred Securities, except
that if a Debenture Event of Default has occurred and is continuing, the Trust
Preferred Securities shall 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, SVB Capital is
treated as a grantor trust, a distribution of the Junior Subordinated Debentures
should not be a taxable event to holders of the Trust Preferred Securities.
Should there be 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 and to holders of the Trust Preferred Securities. See "Certain
Federal Income Tax Consequences."

If Silicon elects to dissolve SVB Capital and thereby causes the Junior
Subordinated Debentures to be distributed to holders of the Trust Preferred
Securities in liquidation of SVB Capital, Silicon shall 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 (an "Event of
Default") with respect to the Trust Preferred Securities (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):

(i) the occurrence of a Debenture Event of Default (see "Description of
Junior Subordinated Debentures--Debenture Events of Default"); or

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(ii) 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; or

(iii) default by the Trust in the payment of any Redemption Price of any
Trust Security when it becomes due and payable; or

(iv) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Trustees in the Trust Agreement (other than
a default or breach in the performance of a covenant or warranty which
is addressed in clause (ii) or (iii) 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 Issuer Trustee or
Trustees by the holders of at least 25% in aggregate Liquidation Amount
of the outstanding Trust 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" under the Trust
Agreement; or

(v) the occurrence of certain events of bankruptcy or insolvency with
respect to the Property Trustee and the failure by Silicon to appoint a
successor Property Trustee within 60 days thereof.

Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit
notice of such Event of Default to the holders of the Trust Preferred
Securities, the Administrative Trustees and Silicon, as Depositor, unless such
Event of Default shall have been cured or waived. Silicon as Depositor, and the
Administrative Trustees are required to file annually with the Property 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 a Debenture Event of Default has occurred and is continuing, the Trust
Preferred Securities shall have a preference over the Common Securities upon
termination of SVB Capital as described above. See "--Liquidation Distribution
Upon Dissolution." Upon a Debenture Event of Default (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 Property 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 (and to the Property
Trustee, if notice is given by holders of the Junior Subordinated Debentures).
If the Property 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 a Debenture
Event of Default, the holders of at least 25% in Liquidation Amount of the Trust
Preferred Securities then outstanding shall 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 shall remain
subordinated to the extent provided in the Indenture. In addition, holders of
the Trust Preferred Securities have the right in certain circumstances to bring
a Direct Action (as hereinafter defined). See "Description of Junior
Subordinated Debentures--Enforcement of Certain Rights by Holders of Trust
Preferred Securities."

If a Debenture Event of Default with respect to certain events in
bankruptcy, insolvency or reorganization occurs, the Junior Subordinated
Debentures shall automatically, and without any declaration or other action on
the part of the Property 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 a Debenture Event of Default shall have occurred and be 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

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trustees upon a substandard performance or non-performance of their duties or
upon a significant increase in a trustee's fee. If a Debenture Event of Default
has occurred and is continuing, the Property Trustee or the Delaware Trustee or
both of them may be removed at such time 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 as the holder of the Common Securities. No
resignation or removal of a Trustee and no appointment of a successor trustee
shall 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

MERGER OR CONSOLIDATION OF TRUSTEES

Any Person (as defined in the Trust Agreement) 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 Person resulting from any merger, conversion or consolidation to which
such Issuer Trustee shall be a party, or any person succeeding to all or
substantially all the corporate trust business of such Issuer Trustee, shall be
the successor of such Issuer Trustee under the Trust Agreement, provided such
corporation shall be otherwise qualified and eligible.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF SVB CAPITAL

SVB Capital 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 may, at the request of Silicon, with the consent of
the Administrative Trustees and without the consent of the holders of the Trust
Preferred Securities, 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 (i) such successor entity either (a) expressly assumes all of the
obligations of SVB Capital 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 (the "Successor
Securities") so long as the Successor Securities rank the same as the Trust
Preferred Securities rank in priority with respect to distributions and payments
upon liquidation, redemption and otherwise, (ii) Silicon 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, (iii) 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,
(iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not cause the Trust Preferred Securities to be downgraded by any
nationally recognized statistical rating organization which gives ratings to the
Trust Preferred Securities, (v) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not

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adversely affect the rights, preferences and privileges of the holders of the
Trust Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose identical to that of SVB
Capital, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, Silicon has received an opinion from independent
counsel to SVB Capital 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, conveyance, transfer or lease, neither SVB Capital nor such
successor entity will be required to register as an investment company under the
Investment Company Act and (viii) Silicon 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.
Notwithstanding the foregoing, SVB Capital 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 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--Amendments and
Assignment" and as otherwise required by law and the Trust Agreement, the
holders of the Trust Preferred Securities will have no voting rights.

The Trust Agreement may be amended from time to time by Silicon, the
Property Trustee and the Administrative Trustees, without the consent of the
holders of the Trust Securities, (i) to cure any ambiguity, correct or
supplement any provisions 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 (ii) to modify, eliminate
or add to any provisions of the Trust Agreement to such extent as shall be
necessary to ensure that SVB Capital 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 will not be required to
register as an "investment company" under the Investment Company Act; provided,
however, that in the case of clause (i), such action shall not adversely affect
in any material respect the interests of any holder of Trust Securities, and any
amendments of the Trust Agreement shall become effective when notice thereof is
given to the holders of the Trust Securities. The Trust Agreement may be amended
by the Administrative Trustees and the Property Trustee with (i) the consent of
holders representing not less than a majority of the aggregate Liquidation
Amount of the outstanding Trust Securities, and (ii) receipt by the Issuer
Trustees of an opinion of counsel to the effect that such amendment or the
exercise of any power granted to the Issuer Trustees in accordance with such
amendment will not affect SVB Capital's status as a grantor trust for United
States federal income tax purposes or SVB Capital's exemption from status as an
"investment company" under the Investment Company Act, provided that without the
consent of each holder of Trust Securities, the 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 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 Issuer Trustees shall not (i) 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, (ii) waive any past default that is waivable
under the Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Junior Subordinated Debentures shall be due and
payable or (iv) consent to any amendment, modification or termination of the
Indenture or the Junior Subordinated Debentures, where such consent shall be
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; provided, however, that where a consent under the Indenture would
require the consent of each holder of Junior Subordinated Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior consent of each holder of the Trust Preferred Securities. The Issuer
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 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 Issuer Trustees shall obtain an opinion
of counsel experienced in such matters to the effect that SVB Capital will not
be classified as other than a grantor trust for United States federal income tax
purposes.

Any required approval of holders of the Trust Preferred Securities may be
given 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.

No vote or consent of the holders of the Trust Preferred Securities will be
required for SVB Capital to redeem and cancel the Trust Preferred Securities in
accordance with the Trust Agreement.

Notwithstanding that 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 that are owned by Silicon, the Trustees or any
affiliate of Silicon or any Trustees, shall, 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 or its nominee (a "Global
Trust Preferred Security"). 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 ("Participants").
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 shall be exchangeable for Trust Preferred
Securities registered in the names of persons other than the Depositary or its
nominee only if (i) the Depositary notifies Silicon that it is unwilling or
unable to continue as a depositary for such global security and no successor
depositary shall have been appointed, 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 or (ii)
Silicon in its sole discretion determines that such global security shall be so
exchangeable. Any global security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for definitive certificates registered in such
names as the Depositary shall direct. It is expected that such instructions will
be based upon directions received by the Depositary with respect to

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ownership of beneficial interests in such global security. In the event that
Trust Preferred Securities are issued in definitive form, such Trust Preferred
Securities will be in denominations of $25 and integral multiples thereof and
may be transferred or exchanged at the offices of the Depositary 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 such 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 such successor.

Payments on Trust Preferred Securities represented by a Global Trust
Preferred Security will be made to the Depositary, as the depositary for the
Trust Preferred Securities. In the event the 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 transfer agent appointed by
the Administrative Trustees, provided that 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 shall 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. Such
limits and such laws 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.

None of Silicon, the Property Trustee, any Paying Agent, or the Securities
Registrar (defined below) 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 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

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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 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." Such payments will be the responsibility of
such Participants.

PAYMENT AND PAYING AGENCY

Payments in respect of the Trust Preferred Securities shall be made to the
Depositary, which shall credit the relevant accounts at the Depositary on the
applicable Distribution Dates or, if any of the Trust Preferred Securities are
not held by the Depositary, such payments shall be made by check mailed to the
address of the holder entitled thereto as such address shall appear on the
Register. The paying agent (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 Silicon. The Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Property Trustee and
Trust Preferred. In the event that the Property Trustee shall no longer be the
Paying Agent, the Administrative Trustees shall appoint a successor (which shall
be a bank or trust company acceptable to the Administrative Trustees and
Silicon) 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, but
upon payment of any tax or other governmental charges that may be imposed in
connection with any transfer or exchange. SVB Capital 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, undertakes to perform only such duties as
are specifically set forth in the Trust Agreement and, after such Event of
Default, 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 this
provision, 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 has occurred and is continuing and the Property Trustee is required to
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 shall take such action as is directed by Silicon and if not so
directed, shall take such action as it deems advisable and in the best interests
of the holders of the Trust Securities and will have no liability except for its
own bad faith, negligence or willful misconduct.

MISCELLANEOUS

The Administrative Trustees are authorized and directed to conduct the
affairs of and to operate SVB Capital in such a way that SVB Capital will not be
deemed to be an "investment company" required to be registered under the
Investment Company Act or classified as an association taxable as a corporation
for United States federal income tax purposes and so that the Junior
Subordinated Debentures will be treated as indebtedness of Silicon for United
States federal income tax purposes. In this connection, Silicon and the
Administrative Trustees are authorized to take any action, not inconsistent with
applicable

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law, the certificate of trust of SVB Capital or the Trust Agreement, that
Silicon 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 may not borrow money or issue debt or mortgage or pledge any of
its assets.

DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

Concurrently with the issuance of the Trust Preferred Securities, SVB
Capital will invest the proceeds thereof, together with the consideration paid
by Silicon for the Common Securities, in Junior Subordinated Debentures issued
by Silicon. The Junior Subordinated Debentures will be issued as unsecured debt
under the Junior Subordinated Indenture, dated as of , 1998 (the
"Indenture"), between Silicon and the Indenture Trustee. The following summary
of the terms and provisions of the Junior Subordinated Debentures and the
Indenture does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, the Indenture, which has been filed as an exhibit
to the Registration Statement of which this Prospectus forms a part, and to the
Trust Indenture Act. The Indenture is qualified under the Trust Indenture Act.
Whenever particular defined terms of the Indenture are referred to herein, such
defined terms are incorporated herein or therein by reference.

GENERAL

The Junior Subordinated Debentures will bear interest at the annual rate of
% of the principal amount thereof, payable quarterly in arrears on the 15th
day of , , and of each year (each, an "Interest Payment
Date"), commencing , 1998, 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 with respect to the Junior Subordinated Debentures will
include amounts accrued through the date the interest payment is due. It is
anticipated that, until the liquidation, if any, of SVB Capital, 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. In the event that any date on which interest is payable
on the Junior Subordinated Debentures is not a Business Day, then payment of the
interest payable on such date will be made on the next Business Day (and 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 the rate per annum of % thereof, compounded quarterly.
The term "interest" as used herein shall include quarterly interest payments,
interest on quarterly interest payments not paid on the applicable Interest
Payment Date and Additional Sums (as defined below), as applicable.

The Junior Subordinated Debentures will mature on , 2028 (such date,
as it may be shortened as hereinafter described, the "Stated Maturity"). Such
date may be shortened at any time by Silicon to any date not earlier than
, 2003. Silicon might exercise its right to shorten the maturity of the
Junior subordinated Debentures 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.
In the event that Silicon elects to shorten the Stated Maturity of the Junior
Subordinated Debentures, it shall give notice to the Indenture Trustee, and the
Indenture Trustee shall give notice of such shortening to the holders of the
Junior Subordinated Debentures no less than 60 days prior to the effectiveness
thereof.

The Junior Subordinated Debentures will be unsecured and will rank junior
and be subordinate in right of payment to all Senior and Subordinated Debt of
Silicon. Because Silicon is a holding company, the

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right of Silicon 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 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, and holders of Junior
Subordinated Debentures should look only to the assets of Silicon for payments
on the Junior Subordinated Debentures. The Indenture does not limit the
incurrence or issuance of other secured or unsecured debt of Silicon, including
Senior and Subordinated Debt, whether under the Indenture or any existing or
other indenture that Silicon may enter into in the future or otherwise. See
"--Subordination" below.

OPTION TO DEFER INTEREST PAYMENT PERIOD

So long as no Debenture Event of Default has occurred and is continuing,
Silicon has the right under the Indenture 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 (each such
period an "Extension Period"), provided that no Extension Period may extend
beyond the Stated Maturity. During the Extension Periods, the Company shall have
the right to make partial payments of interest on any Interest Payment Date. No
Extension Period shall end other than on an Interest Payment Date. At the end of
such Extension Period, Silicon must pay all interest then accrued and unpaid
(together with interest thereon 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 on any Senior and
Subordinated Debt, nor a default with respect to Senior and Subordinated Debt
resulting in acceleration of the maturity thereof, constitutes a Debenture Event
of Default. See "--Debenture Events of Default" below.

During any such Extension Period, Silicon may not and shall not permit any
of its subsidiaries to (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
Silicon's capital stock (which includes common and preferred stock), or (ii)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of Silicon (including other junior
subordinated debentures) that rank PARI PASSU with or junior in interest to the
Junior Subordinated Debentures or (iii) make any guarantee payments with respect
to any guarantee by Silicon of the debt securities of any subsidiary of Silicon
if such guarantee ranks PARI PASSU with or junior in interest to the Junior
Subordinated Debentures (other than (a) dividends or distributions in capital
stock of Silicon (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 Guarantee, and (d) purchases of common stock related to the
issuance of common stock or rights under any of Silicon's benefit plans for its
directors, officers, employees or consultants) or (iv) redeem, purchase or
acquire less than all of the Junior Subordinated Debentures or any of the Trust
Preferred Securities. Prior to the termination of any such Extension Period,
Silicon may further extend such Extension Period, provided that such extension
does not cause such Extension Period to exceed 20 consecutive quarters or extend
beyond the Stated Maturity. Upon the termination of any such Extension Period
and the payment of all amounts then due on any Interest Payment Date, Silicon
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. Silicon must give the Property Trustee, the Administrative Trustees and
the Indenture Trustee notice of its election of any Extension Period at least
one Business Day prior to the earlier of (i) the date the Distributions on the
Trust Preferred Securities would have been 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 Exchange, the Nasdaq
National

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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 (iii) the date such
Distributions are payable, but in any event not less than one Business Day prior
to such record date. The Indenture Trustee shall give notice of Silicon's
election to begin or extend a new Extension Period to the holders of the Trust
Preferred Securities. There is no limitation on the number of times that Silicon
may elect to begin an Extension Period.

Distributions on the Trust Preferred Securities will be deferred by SVB
Capital during any such 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 is required to pay any additional taxes, duties or other
governmental charges as a result of a Tax Event, Silicon will pay as additional
amounts on the Junior Subordinated Debentures such amounts ("Additional Sums")
as shall be required so that the Distributions payable by SVB Capital shall not
be reduced as a result of any such additional taxes, duties or other
governmental charges.

REDEMPTION

The Junior Subordinated Debentures are redeemable prior to maturity at the
option of Silicon (i) on or after , 2003, in whole at any time or in part
from time to time, or (ii) at any time (whether occurring before or after
, 2003) 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 thereof.

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
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.

If SVB Capital is required to pay additional taxes, duties or other
governmental charges as a result of a Tax Event, Silicon will pay as additional
amounts on the Junior Subordinated Debentures the Additional Sums.

The Junior Subordinated Debentures will not be subject to any sinking fund.

RESTRICTIONS ON CERTAIN PAYMENTS

If at any time (i) there shall have occurred any event of which Silicon has
actual knowledge that (a) with the giving of notice or the lapse of time, or
both, would constitute a Debenture Event of Default and (b) in respect of which
Silicon shall not have taken reasonable steps to cure, or (ii) Silicon shall
have given notice of its election of an Extension Period as provided in the
Indenture with respect to the Junior Subordinated Debentures and shall not have
rescinded such notice, or such Extension Period, or any extension thereof, shall
be continuing, or (iii) while the Junior Subordinated Debentures are held by SVB
Capital, Silicon shall be in default with respect to its payment of any
obligation under the Guarantee, then Silicon will not (1) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of Silicon's capital stock (which
includes common and preferred stock) or (2) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of Silicon (including other junior subordinated debentures) that rank
PARI PASSU with or junior in interest to the Junior Subordinated Debentures or
(3) make any guarantee

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payments with respect to any guarantee by Silicon of the debt securities of any
subsidiary of Silicon if such guarantee ranks PARI PASSU with or junior in
interest to the Junior Subordinated Debentures (other than (a) dividends or
distributions in capital stock of Silicon (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 Guarantee and (d) purchases of common stock related to
issuance of common stock or rights under any of Silicon's benefit plans for its
directors, officers, employees or consultants) or (4) redeem, purchase or
acquire less than all of the Junior Subordinated Debentures or Trust Preferred
Securities.

DEBENTURE EVENTS OF DEFAULT

The Indenture provides that any one or more of the following described
events with respect to the Junior Subordinated Debentures that has occurred and
is continuing constitutes a "Debenture Event of Default" with respect to the
Junior Subordinated Debentures:

(i) failure for 30 days to pay any interest on the Junior Subordinated
Debentures, when due including any Additional Interest in respect
thereof (subject to the deferral of any due date in the case of an
Extension Period); or

(ii) failure to pay any principal or premium, if any, on the Junior
Subordinated Debentures when due whether at maturity, upon redemption
by declaration or otherwise; or

(iii) default in the performance, or breach, in any material respect of
certain other covenants contained in the Indenture for 90 days after
written notice to Silicon from the Indenture Trustee or to Silicon and
the Indenture Trustee by the holders of at least 25% in aggregate
outstanding principal amount of the Junior Subordinated Debentures; or

(iv) certain events in bankruptcy, insolvency or reorganization of Silicon.

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 upon a Debenture Event of
Default. 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 shall have such
right. The holders of a majority in aggregate outstanding principal amount of
the Junior Subordinated Debentures may annul such 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. Should the holders of the Junior Subordinated Debentures fail
to annul such declaration and waive such default, the holders of a majority in
aggregate Liquidation Amount of the Trust Preferred Securities shall have such
right.

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.

In case a Debenture Event of Default shall occur and be continuing as to the
Junior Subordinated Debentures, the Property Trustee will have the right to
declare the principal of and the interest on such

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Junior Subordinated Debentures, and any other amounts payable under the
Indenture, to be forthwith due and payable and to enforce its other rights as a
creditor with respect to such Junior Subordinated Debentures.

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

SUBORDINATION

In the Indenture, Silicon has covenanted and agreed that any Junior
Subordinated Debentures issued thereunder will be subordinate and junior in
right of payment to all Senior and Subordinated 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, the holders of Senior and Subordinated Debt
will first be entitled to receive payment in full of all Allocable Amounts (as
defined below) on such Senior and Subordinated Debt before the holders of Junior
Subordinated Debentures will be entitled to receive or retain any payment in
respect thereof.

In the event of the acceleration of the maturity of any Junior Subordinated
Debentures, the holders of all Senior and Subordinated Debt outstanding at the
time of such acceleration will first be entitled to receive payment in full of
all amounts due thereon (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 there shall have occurred and be
continuing a default in any payment with respect to Senior and Subordinated Debt
or an event of default with respect to any Senior and Subordinated Debt
resulting in the acceleration of the maturity thereof, or if any judicial
proceeding shall be pending with respect to any such default.

"Allocable Amounts," when used with respect to any Senior and Subordinated
Debt, means all amounts due or to become due on such Senior and Subordinated
Debt less, if applicable, any amount which would have been paid to, and retained
by, the holders of such Senior and Subordinated Debt (whether as a result of the
receipt of payments by the holders of such Senior and Subordinated Debt from
Silicon or any other obligor thereon or from any holders of, or trustee in
respect of, other indebtedness that is subordinate and junior in right of
payment to such Senior and Subordinated Debt pursuant to any provision of such
indebtedness for the payment over of amounts received on account of such
indebtedness to the holders of such Senior and Subordinated Debt or otherwise)
but for the fact that such Senior and Subordinated Debt is subordinated or
junior in right of payment to (or subject to a requirement that amounts received
on such Senior and Subordinated Debt be paid over to obligees on) trade accounts
payable or accrued liabilities arising in the ordinary course of business.

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"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: (i) every
obligation of such person for money borrowed; (ii) 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; (iii) every reimbursement obligation of such person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such person; (iv) 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); (v) every capital lease obligation of such person; (vi) all
indebtedness of such 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 (vii) every obligation of the
type referred to in clauses (i) through (vi) 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.

"Senior and Subordinated 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 whether or not
such claim for post-petition interest is allowed in such proceeding), on Debt of
Silicon, 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 PARI PASSU with, or subordinated to, the Junior Subordinated
Debentures; provided, however, that Senior and Subordinated Debt shall not be
deemed to include (i) any Debt of Silicon 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, (ii) any Debt of
Silicon to any of its subsidiaries, (iii) Debt to any employee of Silicon, and
(iv) any other debt securities issued pursuant to the Indenture.

The Indenture places no limitation on the amount of additional Senior and
Subordinated Debt that may be incurred by Silicon. Silicon expects from time to
time to incur additional indebtedness constituting Senior and Subordinated Debt.

DENOMINATIONS, REGISTRATION AND TRANSFER

The Junior Subordinated Debentures will be represented by global
certificates registered in the name of the Depositary or its nominee (a "Global
Subordinated Debenture"). 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 represented thereby, 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 shall be exchangeable for Junior Subordinated Debentures
registered in the names of persons other than the Depositary or its nominee only
if (i) the Depositary notifies Silicon that it is unwilling or unable to
continue as a depositary for such global security and no successor depositary
shall have been appointed, or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act, at a time when the
Depositary is required to be so registered to act as such depositary or (ii)
Silicon in its sole discretion determines that such global security shall be so
exchangeable. Any global security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for

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definitive certificates registered in such names as the Depositary shall direct.
It is expected 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. In the event that Junior Subordinated
Debentures are issued in definitive form, such Junior Subordinated Debentures
will be in denominations of $25 and integral multiples thereof and may be
transferred or exchanged at the offices described below.

Payments on Junior Subordinated Debentures represented by a global security
will be made to the Depositary, as the depositary for the Junior Subordinated
Debentures. In the event 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, provided that payment of interest may be made at the
option of Silicon by check mailed to the address of the persons entitled thereto
or by wire transfer. In addition, if the Junior Subordinated Debentures are
issued in certificated form, the record dates for payment of interest will be
the date 15 days prior to the relevant Interest Payment Date. For a description
of the Depositary and the terms of the depositary arrangements relating to
payments, transfers, voting rights, redemptions and other notices and other
matters, see "Book-Entry Issuance."

Silicon will appoint the Indenture Trustee as securities registrar under the
Indenture (the "Securities Registrar"). 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 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 maintains a transfer agent in the place of payment.
Silicon may at any time designate additional transfer agents with respect to the
Junior Subordinated Debentures.

In the event of any redemption, neither Silicon nor the Indenture Trustee
shall be required to (i) 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 (ii) 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 ("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. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Subordinated Debenture.

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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
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, 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 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 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 payment of any interest may be made (i) 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 (ii) 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 may at any time designate additional
Paying Agents or rescind the designation of any Paying Agent; however Silicon
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 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 shall, at the request of Silicon, be repaid to Silicon
and the holder of such Junior Subordinated Debenture shall thereafter look, as a
general unsecured creditor, only to Silicon for payment thereof.

MODIFICATION OF INDENTURE

From time to time Silicon 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 (provided that any such action

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does not adversely affect the interests of the holders of the Junior
Subordinated Debentures or the Trust Preferred Securities in any material
respect so long as they remain outstanding) and qualifying, or maintaining the
qualification of, the Indenture under the Trust Indenture Act. The Indenture
contains provisions permitting Silicon 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;
provided, that 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 has a right to redeem the Junior Subordinated Debentures, (i)
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, (ii) 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 (iii) modify the provisions of the
Indenture with respect to the subordination of the Junior Subordinated
Debentures in a manner adverse to the holders thereof, provided that so long as
any of the Trust Preferred Securities remain outstanding, no such modification
may be made that adversely affects the holders of such Trust Preferred
Securities in any material respect, and no termination of the Indenture may
occur, and no waiver of any Debenture Event of Default 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 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, no
such consent shall be given by the Property Trustee without the prior consent of
each holder of Trust Preferred Securities. In addition, Silicon and the
Indenture Trustee may execute, without the consent of any holder of Junior
Subordinated Debentures, any supplemental Indenture for the purpose of creating
any new series of Junior Subordinated Debentures.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF TRUST PREFERRED SECURITIES

If a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of Silicon to pay interest or principal on
the Junior Subordinated Debentures on the date such interest or principal is
otherwise payable, a holder of Trust Preferred Securities may institute a legal
proceeding directly against Silicon for enforcement of payment to such holder of
the principal of or interest on such Junior Subordinated Debentures having a
principal amount equal to the aggregate Liquidation Amount of the Trust
Preferred Securities of such holder (a "Direct Action"). Silicon may not amend
the Indenture to remove the foregoing 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 may
become subject to the reporting obligations under the Exchange Act. Silicon
shall have the right under the Indenture to set-off any payment made to such
holder of Trust Preferred Securities by Silicon in connection with a Direct
Action.

The holders of the Trust Preferred Securities would 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 there
shall have been an Event of Default 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 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, and no Person shall consolidate with
or merge into Silicon or convey, transfer or lease its properties and assets
substantially as an entirety to Silicon, unless (i) in case Silicon consolidates
with or merges into another

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Person or conveys or transfers 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 such successor
Person expressly assumes Silicon's obligations on the Junior Subordinated
Debentures issued under the Indenture; (ii) immediately after giving effect
thereto, no Debenture Event of Default, and no event which, after notice or
lapse of time or both, would become a Debenture Event of Default, shall have
occurred and be continuing; and (iii) certain other conditions as prescribed 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 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 (i) have become due and payable or (ii) will become due and payable
at their Stated Maturity within one year, and Silicon 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, as the case may be, then the Indenture will
cease to be of further effect (except as to Silicon's 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 will be
deemed to have satisfied and discharged the Indenture.

COVENANTS OF SILICON

Silicon will covenant in the Indenture, as to the Junior Subordinated
Debentures, that so long as no Event of Default has occurred and is continuing,
if and so long as (i) SVB Capital is the holder of all such Junior Subordinated
Debentures, (ii) a Tax Event in respect of SVB Capital has occurred and is
continuing and (iii) Silicon shall not have redeemed the Junior Subordinated
Debentures or dissolved SVB Capital, Silicon will pay to SVB Capital any
applicable Additional Sums. Silicon will also covenant, as to the Junior
Subordinated Debentures, (i) to maintain, directly or indirectly, 100% ownership
of the Common Securities of SVB Capital, provided that certain successors which
are permitted pursuant to the Indenture may succeed to Silicon's ownership of
the Common Securities, (ii) not to voluntarily terminate, wind up or liquidate
SVB Capital, except upon prior approval of the primary federal regulator of
Silicon if then so required under applicable capital guidelines or policies of
such primary regulator, 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 or (b) in connection with certain mergers,
consolidations, or amalgamations permitted by the Trust Agreement and (iii) to
use its reasonable efforts, consistent with the terms and provisions of the
Trust Agreement, to cause SVB Capital 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 shall 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

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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.

BOOK-ENTRY ISSUANCE

The Depositary 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. (the
Depositary'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 the Depositary.

The Depositary is a limited purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, 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. The Depositary holds securities that its Participants deposit with the
Depositary. The Depositary also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
"Direct Participants" include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. The Depositary
is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the Depositary system is also available to
others such as securities brokers and dealers, banks and trust companies that
clear through or maintain custodial relationships with Direct Participants,
either directly or indirectly ("Indirect Participants"). The rules applicable to
the Depositary and its Participants are on file with the Commission.

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 the Depositary's records. The ownership interest of
each actual purchaser of each Trust Preferred Securities and each Junior
Subordinated Debenture ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from the Depositary 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.

The Depositary has no knowledge of the actual Beneficial Owners of the Trust
Preferred Securities or Junior Subordinated Debentures; the Depositary'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.

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Conveyance of notices and other communications by the Depositary 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, the Depositary 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 the Depositary nor Cede & Co.
will itself consent or vote with respect to Trust Preferred Securities or Junior
Subordinated Debentures. Under its usual procedures, the Depositary would mail
an omnibus proxy (the "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 the Depositary.
The Depositary's practice is to credit Direct Participants' accounts on the
relevant payment date in accordance with their respective holdings shown on the
Depositary'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 the
Depositary, the relevant Trustee, SVB Capital or Silicon, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of Distributions to the Depositary is the responsibility of the relevant
Trustee, disbursement of such payments to Direct Participants is the
responsibility of the Depositary, and disbursements of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect Participants.

The Depositary 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 relevant
Trustee and Silicon. In the event that 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, at its option, may
decide to discontinue use of the system of book-entry transfers through the
Depositary (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 the Depositary and the
Depositary's book-entry system has been obtained from sources that SVB Capital
and Silicon believe to be accurate, but SVB Capital and Silicon assume no
responsibility for the accuracy thereof. Neither SVB Capital nor Silicon has any
responsibility for the performance by the Depositary or its Participants of
their respective obligations as described herein or under the rules and
procedures governing their respective operations.

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DESCRIPTION OF GUARANTEE

The Guarantee Agreement will be executed and delivered by Silicon
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 following summary of certain
provisions of the Guarantee does not purport to be complete and is subject to,
and qualified in its entirety by reference to, all of the provisions of the
Guarantee Agreement, including the definitions therein of certain terms, and the
Trust Indenture Act. The form of the Guarantee has been filed as an exhibit to
the Registration Statement of which this Prospectus forms a part. The Guarantee
Trustee will hold the Guarantee for the benefit of the holders of the Trust
Preferred Securities.

GENERAL

Silicon will irrevocably and unconditionally agree to pay in full on a
subordinated basis, to the extent set forth herein, the Guarantee Payments (as
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 may have or assert other than the defense of payment. The following
payments with respect to the Trust Preferred Securities, to the extent not paid
by or on behalf of SVB Capital (the "Guarantee Payments"), will be subject to
the Guarantee: (i) any accrued and unpaid Distributions required to be paid on
the Trust Preferred Securities, to the extent that SVB Capital has funds on hand
available therefor at such time, (ii) the Redemption Price with respect to any
Trust Preferred Securities called for redemption, to the extent that SVB Capital
has funds on hand available therefor at such time, and (iii) upon a voluntary or
involuntary dissolution, winding up or liquidation of SVB Capital (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 remaining available for distribution to holders of
Trust Preferred Securities after satisfaction of liabilities to creditors of SVB
Capital as required by applicable law. Silicon's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by Silicon to
the holders of the Trust Preferred Securities or by causing SVB Capital to pay
such amounts to such holders.

If Silicon does not make interest payments on the Junior Subordinated
Debentures held by SVB Capital, SVB Capital will not be able to pay
Distributions on the Trust Preferred Securities and will not have funds legally
available therefor. The Guarantee will rank subordinate and junior in right of
payment to all Senior and Subordinated Debt of Silicon. See "--Status of the
Guarantee" below. Because Silicon is a holding company, the right of Silicon to
participate in any distribution of assets of any subsidiary upon such
subsidiary's liquidation or reorganization or otherwise, is subject to the prior
claims of creditors of that subsidiary, except to the extent Silicon may itself
be recognized as a creditor of that subsidiary. Accordingly, Silicon's
obligations under the Guarantee will be effectively subordinated to all existing
and future liabilities of Silicon's subsidiaries, and claimants should look only
to the assets of Silicon for payments thereunder. Except as otherwise described
herein, the Guarantee does not limit the incurrence or issuance of other secured
or unsecured debt of Silicon, including Senior and Subordinated Debt whether
under the Indenture, any other indenture that Silicon may enter into in the
future, or otherwise.

STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of Silicon and will
rank subordinate and junior in right of payment to all Senior and Subordinated
Debt in the same manner as the Junior Subordinated Debentures.

The Guarantee will constitute a guarantee of payment and not of collection.
For example, the guaranteed party may institute a legal proceeding directly
against Silicon to enforce its rights under the

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Guarantee without first instituting a legal proceeding against any other person
or entity. The Guarantee will be held for the benefit of the holders of the
Trust Preferred Securities. The Guarantee will not be discharged except by
payment of the Guarantee Payments in full to the extent not paid by SVB Capital
or upon distribution to the holders of the Trust Preferred Securities of the
Junior Subordinated Debentures to the holders of the Trust Preferred Securities.
The Guarantee does not place a limitation on the amount of additional Senior and
Subordinated Debt that may be incurred by Silicon. Silicon expects from time to
time to incur additional indebtedness constituting Senior and Subordinated Debt.

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. See
"Description of the Trust Preferred Securities--Voting Rights; Amendment of the
Trust Agreement." All guarantees and agreements contained in the Guarantee
Agreement shall bind the successors, assigns, receivers, trustees and
representatives of Silicon 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
failure of Silicon to perform any of its payment or other obligations
thereunder, provided, however, that, except with respect to a default in payment
of any Guarantee Payments, Silicon shall have received notice of default and
shall not have 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 or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under the Guarantee Agreement. Any holder
of the Trust Preferred Securities may institute a legal proceeding directly
against Silicon to enforce its rights under the Guarantee without first
instituting a legal proceeding against SVB Capital, the Guarantee Trustee or any
other person or entity.

Silicon, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not Silicon 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 in performance of the Guarantee, undertakes to perform only
such duties as are specifically set forth in the Guarantee Agreement and, after
default with respect to the Guarantee, 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 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.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and effect upon full
payment of the Redemption Price of the Trust Preferred Securities, upon full
payment of the amounts payable upon liquidation of SVB Capital or upon
distribution of Junior Subordinated Debentures to the holders of the Trust
Preferred Securities. The Guarantee will continue to be effective or will be
reinstated, as the case

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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.

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 under the Trust
Agreement, Silicon will irrevocably and unconditionally guarantee to each person
or entity to whom SVB Capital becomes indebted or liable, the full payment of
any costs, expenses or liabilities of SVB Capital, (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 to pay to the holders of the
Trust Preferred Securities or other similar interests in SVB Capital 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 by any person or entity to whom SVB Capital is or
becomes indebted or liable.

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

FULL AND UNCONDITIONAL GUARANTEE

Payments of Distributions and other amounts due on the Trust Preferred
Securities (to the extent SVB Capital has funds available for the payment of
such Distributions) are irrevocably guaranteed by Silicon as and to the extent
set forth under "Description of Guarantee." Taken together, Silicon's
obligations under the Junior Subordinated Debentures, the Indenture, the Trust
Agreement, the Expense Agreement, the Guarantee Agreement and the Guarantee
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's obligations under the
Trust Preferred Securities. If and to the extent that Silicon does not make
payments on the Junior Subordinated Debentures, SVB Capital will not pay
Distributions or other amounts due on the Trust Preferred Securities. The
Guarantee does not cover payment of Distributions when SVB Capital does not have
sufficient funds to pay such Distributions. In such event, the remedy of a
holder of the Trust Preferred Securities is to institute a legal proceeding
directly against Silicon for enforcement of payment of such Distributions to
such holder. The obligations of Silicon under the Guarantee are subordinate and
junior in right of payment to all Senior and Subordinated Debt.

SUFFICIENCY OF PAYMENTS

As long as payments of interest and other payments are made when due on the
Junior Subordinated Debentures, such payments will be sufficient to cover
Distributions and other payments due on the Trust Preferred Securities,
primarily because: (i) 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; (ii) 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; (iii) Silicon shall pay for all and any costs,
expenses and liabilities of SVB Capital except SVB Capital's obligations to
holders of Trust Preferred Securities; and (iv) the Trust

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Agreement further provides that SVB Capital will not engage in any activity that
is not consistent with its limited purposes.

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

ENFORCEMENT RIGHTS OF HOLDERS OF THE TRUST PREFERRED SECURITIES UNDER THE
GUARANTEE

A holder of Trust Preferred Securities may institute a legal proceeding
directly against Silicon to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee, SVB Capital or any
other person or entity.

A default or event of default under any Senior and Subordinated Debt would
not constitute a default or Event of Default. However, in the event of payment
defaults under, or acceleration of, Senior and Subordinated Debt, the
subordination provisions of the Indenture provide that no payments may be made
in respect of the Junior Subordinated Debentures until such Senior and
Subordinated Debt has been paid in full or any payment default thereunder has
been cured or waived. Failure to make required payments on Junior Subordinated
Debentures would constitute an Event of Default.

LIMITED PURPOSE OF SVB CAPITAL

The Trust Preferred Securities evidence a beneficial interest in SVB
Capital, and SVB Capital exists for the sole purpose of issuing the Trust
Securities and investing the proceeds thereof 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 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 (or from Silicon under the Guarantee) if and to the extent SVB
Capital 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 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, 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, the Property
Trustee, as holder of the Junior Subordinated Debentures, would be a
subordinated creditor of Silicon, subordinated in right of payment to all Senior
and Subordinated Debt as set forth in the Indenture, but entitled to receive
payment in full of principal and interest, before any stockholders of Silicon
receive payments or distributions. Since Silicon is the guarantor under the
Guarantee and has agreed to pay for all costs, expenses and liabilities of SVB
Capital (other than SVB Capital'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 other
creditors and to stockholders of Silicon in the event of liquidation or
bankruptcy of Silicon are expected to be substantially the same.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Manatt, Phelps & Phillips, LLP, counsel to Silicon
("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 Trust Preferred Securities. Unless otherwise
stated, this summary deals only with Trust Preferred Securities held as capital
assets by United States Persons (defined below) who purchase the Trust Preferred
Securities upon original issuance at their original offering price. As used
herein, a "United States Person" means a person that is (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, (iii) an estate the income of which is subject to United
States federal income taxation regardless of its source, (iv) a trust if a 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 (v) 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
the tax consequences that may be relevant to a particular holder or to holders
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, tax-exempt investors, or foreign investors. In
addition, this summary does not include any description of any 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 (the
"Code"), the Treasury regulations promulgated thereunder and administrative and
judicial interpretations thereof, as of the date hereof, all of which are
subject to change, possibly on a retroactive basis.

The following discussion does not discuss the tax consequences that might be
relevant to persons that are not United States Persons ("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 ("Service") or the courts, either of which could take a contrary
position. Moreover, no rulings have been or will be sought from the Service with
respect to the transactions described herein. Accordingly, there can be no
assurance that the Service will not challenge the opinions expressed herein or
that a court would not sustain such a challenge.

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM 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. FOR A DISCUSSION OF THE POSSIBLE REDEMPTION OF THE
TRUST PREFERRED SECURITIES UPON THE OCCURRENCE OF CERTAIN TAX EVENTS, SEE
"DESCRIPTION OF THE TRUST PREFERRED SECURITIES--REDEMPTION."

CLASSIFICATION OF SVB CAPITAL

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 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, each beneficial owner of the Trust Preferred Securities
(a "Securityholder") will be treated as owning an undivided beneficial interest
in the Junior Subordinated Debentures. Accordingly, each Securityholder will be
required to include in its gross income its pro rata share of the interest
income, including original issue

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discount, that is paid or accrued on the Junior Subordinated Debentures. See
"--Interest Income and Original Issue Discount" herein. No amount included in
income with respect to the Trust Preferred Securities will be eligible for the
dividends received deduction.

CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES

It is Counsel's opinion that the Junior Subordinated Debentures will be
classified for United States federal income tax purposes as indebtedness of
Silicon under current law. By acceptance of a Trust Preferred Security, each
holder covenants 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 will not be challenged by the 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. See "Risk Factors--Uncertainty of Deductibility of Interest on the
Junior Subordinated Debentures."

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

Counsel has issued its opinion to Silicon that, except in the case of the
occurrence of an Extension Period, stated interest on the Junior Subordinated
Debentures generally will 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 exercises its
right to defer payments of interest on the Junior Subordinated Debentures during
an Extension Period, Securityholders will commence reporting interest income
with respect to the Junior Subordinated Debentures under the original issue
discount rules of the Code.

Accordingly, Silicon 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"
("OID") within the meaning of Section 1273(a) of the Code. If, however, Silicon
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 all Securityholders will be required to accrue the stated interest
on the Junior Subordinated Debentures on a daily basis during the Extension
Period, even though Silicon will not pay such interest until the end of the
Extension Period, and even though some Securityholders may use the cash method
of tax accounting. Moreover, thereafter the Junior Subordinated Debentures will
be taxed as OID instruments for as long as they remain outstanding. Thus, even
after the end of the Extension Period, all Securityholders 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 their method of tax
accounting and in advance of receipt of the cash attributable to such interest
income. Under the OID economic accrual rules, a Securityholder 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 yet been addressed in any
definitive interpretations by the Service, and it is possible that the Service
could take a contrary position. If the Service were to assert successfully that
the stated interest on the Junior Subordinated Debentures was OID regardless of
whether Silicon exercises its right to defer payments of interest on the Junior
Subordinated Debentures, all Securityholders would be required to include such
stated interest in income on a daily economic accrual basis as described above.

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DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES TO HOLDERS OF TRUST PREFERRED
SECURITIES

Under current law, a distribution by SVB Capital 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 the Securityholder receiving directly its pro rata share of the
Junior Subordinated Debentures previously held indirectly through SVB Capital,
with a holding period and aggregate tax basis equal to the holding period and
aggregate tax basis such Securityholder had in its Trust Preferred Securities
before such distribution. If, however, the liquidation of SVB Capital were to
occur because SVB Capital 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 Securityholders by SVB Capital could be a taxable event to SVB
Capital and each Securityholder, and a Securityholder would recognize gain or
loss as if the Securityholder had exchanged its Trust Preferred Securities for
the Junior Subordinated Debentures it received upon the liquidation of SVB
Capital. A Securityholder would recognize interest income in respect of Junior
Subordinated Debentures received from SVB Capital 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 a Securityholder on a sale of Trust
Preferred Securities (including a redemption for cash) in an amount equal to the
difference between the amount realized (which, for this purpose, will exclude
amounts attributable to accrued interest or OID not previously included in
income) and the Securityholder's adjusted tax basis in the Trust Preferred
Securities sold or so redeemed. Gain or loss recognized by a Securityholder on
Trust Preferred Securities held for more than one year will generally be taxable
as long-term capital gain or loss. Under current law, for Securityholders who
are individuals, the maximum federal income tax rate applicable to net long term
capital gains will depend upon whether the capital asset sold or exchanged had a
holding period in excess of one year or a holding period in excess of 18 months.
Amounts attributable to accrued interest with respect to a Securityholder's pro
rata share of the Junior Subordinated Debentures not previously included in
income will be taxable as ordinary income.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

The amount of OID accrued on the Trust Preferred Securities held of record
by United States Persons (other than corporations and other exempt
Securityholders), if any, will be reported to the Service. "Backup" withholding
at a rate of 31% will apply to payments of interest to non-exempt United States
Persons unless the Securityholder 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 Securityholder
under the backup withholding rules will be allowed as a refund or a credit
against such Securityholder's United States federal income tax liability,
provided the required information is furnished to the Service.

POSSIBLE TAX LAW CHANGES AFFECTING THE TRUST PREFERRED SECURITIES

There can be no assurance that future legislative proposals or final
legislation will not affect the foregoing discussion of federal income tax
consequences. Such a change could give rise to a Tax Event, which may permit
Silicon to cause a redemption of the Trust Preferred Securities. See
"Description of the Trust Preferred Securities--Redemption" and "Description of
Junior Subordinated Debentures-- Redemption."

59
<PAGE>
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 ("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 ("Prohibited Transactions") involving the assets of a plan subject
to ERISA or the assets of an individual retirement account or plan subject to
Section 4975 of the Code or any entity in which such plan invests whose assets
are deemed "plan assets" (hereinafter an "ERISA Plan") and persons who have
certain specified relationships to the ERISA Plan ("parties in interest," within
the meaning of ERISA, and "disqualified persons," within the meaning of the
Code). Such 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 as to what constitutes
assets of an employee benefit plan ("plan asset") under ERISA (the "Plan Asset
Regulations"). 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's assets include 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."

For purposes of the Plan Asset Regulations, a "publicly offered security" is
a security that is (a) "freely transferable," (b) part of a class of securities
that is "widely held," and (c) 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. The Company expects 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

60
<PAGE>
ordinarily will not, alone or in combination, affect the finding that such
securities are "freely transferable." The Company believes 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
the Company's underlying assets will be treated as the assets of such ERISA
Plan. However, the Company believes that under the Plan Asset Regulations, the
Trust Preferred Securities should be treated as "publicly offered securities"
and, accordingly, the underlying assets of the Company 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, the assets of the Company
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 the assets
of the Company were deemed to be assets of the ERISA Plans under ERISA, certain
directors and officers of the Company might be deemed fiduciaries with respect
to the ERISA Plans that invest in the Company and the prudence and other
fiduciary standards set forth in ERISA would apply to them and to all
investments.

If the assets of the Company were deemed to be plan assets, transactions
between the Company 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, Plan fiduciaries who make the decision to invest in the
Trust Preferred Securities could be liable as co-fiduciaries for actions taken
by the Company that do not conform to the ERISA standards for investments under
Part 4 of Title I of ERISA.

PROHIBITED TRANSACTIONS

The Company and/or any of its 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 may give
rise to a Prohibited Transaction in the form of a direct or indirect extension
of credit by the investing ERISA Plan to the Company and/or any of its
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 (collectively referred to as the "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

61
<PAGE>
Securities is using the assets of, an ERISA Plan shall be deemed to constitute a
representation by such person to the Company 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 HEREIN 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.

62
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement
dated , 1998 (the "Underwriting Agreement"), BT Alex. Brown Incorporated,
Keefe, Bruyette & Woods, Inc. and Hoefer & Arnett Incorporated (the
"Underwriters") have severally agreed to purchase from SVB Capital the number of
Trust Preferred Securities set forth opposite their respective names below at
the public offering price.

<TABLE>
<CAPTION>
NUMBER OF TRUST
PREFERRED
UNDERWRITER SECURITIES
- ----------------------------------------------------------------------------- ---------------
<S> <C>
BT Alex. Brown Incorporated..................................................
Keefe, Bruyette & Woods, Inc.................................................
Hoefer & Arnett Incorporated.................................................
---------------
Total........................................................................ 1,600,000
---------------
---------------
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all of the Trust Preferred Securities offered hereby if any of such
Trust Preferred Securities are purchased.

Silicon has been advised by the Underwriters that the Underwriters propose
to offer the Trust Preferred Securities to the public at the public offering
price set forth on the cover page of this Prospectus, and to certain dealers at
such price less a concession not in excess of $ per Trust Preferred Security.
The Underwriters may allow, and such dealers may reallow, a concession not in
excess of $ per Trust Preferred Security to certain other dealers. After the
public offering, the public offering price and other selling terms may be
changed by the Underwriters.

In connection with the offering of the Trust Preferred Securities, the
Underwriters and any selling group members and their respective affiliates may
engage in transactions effected in accordance with Rule 104 of the Commission's
Regulation M that are intended to stabilize, maintain or otherwise affect the
market price of the Trust Preferred Securities. Such transactions may include
over-allotment transactions in which an Underwriter creates a short position for
its own account by selling more Trust Preferred Securities than it is committed
to purchase from SVB Capital. In such a case, to cover all or part of the short
position, the Underwriters may purchase Trust Preferred Securities in the open
market following completion of the initial offering of the Trust Preferred
Securities. The Underwriters also may engage in stabilizing transactions in
which they bid for, and purchase, Trust Preferred Securities at a level above
that which might otherwise prevail in the open market for the purpose of
preventing or retarding a decline in the market price of the Trust Preferred
Securities. The Underwriters also may reclaim any selling concession allowed to
a dealer if the Underwriters repurchase shares distributed by that dealer. Any
of the foregoing transactions may result in the maintenance of a price for the
Trust Preferred Securities at a level above that which might otherwise prevail
in the open market. Neither the Company nor the Underwriters makes any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the Trust Preferred
Securities. The Underwriters are not required to engage in any of the foregoing
transactions and, if commenced, such transactions may be discontinued at any
time without notice.

In view of the fact that the proceeds of the sale of the Trust Preferred
Securities will be used to purchase the Junior Subordinated Debentures of
Silicon, the Underwriting Agreement provides that Silicon will pay as
compensation for the Underwriters arranging the investment therein of such
proceeds, an amount in immediately available funds of $ per Trust Preferred
Security (or $ in the aggregate) for the accounts of the Underwriters.

Because the National Association of Securities Dealers, Inc. ("NASD") is
expected to view the Trust Preferred Securities as interests in a direct
participation program, the offering of the Trust Preferred

63
<PAGE>
Securities is being made in compliance with the applicable provisions of Rule
2810 of the NASD's Conduct Rules.

During a period of 180 days from the date of this Prospectus, neither SVB
Capital nor the Company will, subject to certain exceptions, without the prior
written consent of the Underwriters, directly or indirectly, sell, offer to
sell, grant any option for sale of, or otherwise dispose of, any Trust Preferred
Securities, any security convertible into or exchangeable into or exercisable
for Trust Preferred Securities or Junior Subordinated Debentures or any debt
securities substantially similar to the Junior Subordinated Debentures or equity
securities substantially similar to the Trust Preferred Securities (except for
Junior Subordinated Debentures and the Trust Preferred Securities offered
hereby).

The Trust Preferred Securities are a new issue of securities with no
established trading market. Silicon and SVB Capital have been advised by the
Underwriters that they intend to make a market in the Trust Preferred
Securities. However, the Underwriters are not obligated to do so and such market
making may be interrupted or discontinued at any time without notice at the sole
discretion of the Underwriters. Application has been made by Silicon and SVB
Capital for quotation of the Trust Preferred Securities on Nasdaq National
Market. Nasdaq National Market maintenance standards require the existence of
two market makers for continued listing, and the presence of such market makers
cannot be assured. Accordingly, no assurance can be given as to the development
or liquidity of any market for the Trust Preferred Securities.

Silicon and SVB Capital have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act.

The Underwriters or their affiliates have in the past performed and may in
the future perform various services to the Company, including investment banking
services, for which they have or may receive customary fees for such services.

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 will be passed upon by Richards, Layton & Finger,
P.A.,Wilmington, Delaware, special counsel to Silicon and SVB Capital. The
validity of the Guarantee and the Junior Subordinated Debentures will be passed
upon for the Company by Manatt, Phelps & Phillips, LLP, Los Angeles, California,
counsel to the Company. Certain legal matters in connection with this Offering
will be passed upon for the Underwriters by O'Melveny & Myers LLP, Los Angeles,
California. Manatt, Phelps & Phillips, LLP and O'Melveny & Myers LLP will rely
on the opinions of Richards, Layton & Finger, P.A. as to matters of Delaware
law. Certain matters relating to United States federal income tax considerations
will be passed upon for the Company by Manatt, Phelps & Phillips, LLP.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1997
and 1996, and for each of the years in the three-year period ended December 31,
1997 have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
auditors, incorporated herein by reference, and upon the authority of said firm
as experts in accounting and auditing.

64
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

--------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Available Information.......................... 4
Incorporation of Certain Information by
Reference.................................... 5
Prospectus Summary............................. 6
Risk Factors................................... 16
Recent Developments............................ 23
Use of Proceeds................................ 24
Capitalization................................. 25
Regulatory Capital Ratios...................... 25
Accounting Treatment........................... 26
Management..................................... 27
Description of the Trust Preferred
Securities................................... 29
Description of Junior Subordinated
Debentures................................... 41
Book-Entry Issuance............................ 51
Description of Guarantee....................... 53
Expense Agreement.............................. 55
Relationship Among the Trust Preferred
Securities, the Junior Subordinated
Debentures and the Guarantee................. 55
Certain Federal Income Tax Consequences........ 57
Certain ERISA Considerations................... 60
Underwriting................................... 63
Validity of Securities......................... 64
Experts........................................ 64
</TABLE>

--------------

[LOGO]

$40,000,000

AGGREGATE LIQUIDATION AMOUNT

SVB CAPITAL I

% Cumulative Trust
Preferred Securities
(Liquidation Amount $25
per Trust Preferred Security)
fully and unconditionally guaranteed,
as described herein, by

SILICON VALLEY BANCSHARES

------------

PROSPECTUS
------------

BT ALEX. BROWN

KEEFE, BRUYETTE & WOODS, INC.
HOEFER & ARNETT INCORPORATED

, 1998

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee................................................... $ 11,800

NASD fee.............................................................................................. 4,500

Nasdaq fees........................................................................................... 13,000

Trustees' fees and expenses........................................................................... 11,000

Legal fees and expenses............................................................................... 165,000

Blue Sky fees and expenses............................................................................ 3,000

Accounting fees and expenses.......................................................................... 70,000

Printing expenses..................................................................................... 65,000

Miscellaneous expenses................................................................................ 31,700
----------

Total............................................................................................. $ 375,000
----------
----------
</TABLE>

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

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 317 of the General Corporation Law of the State of California (the
"CGCL") provides, in summary, that directors and officers of California
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer, if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Article IV of the
Registrant's Articles of Incorporation provides that the liability of the
directors of the Registrant for monetary damages shall be eliminated to the
fullest extent permissible under California law. Article V of the Registrant's
Articles of Incorporation provides that the Registrant is authorized, by means
of its bylaws, by agreement approved by the board of directors, or otherwise as
approved by the board of directors, to indemnify its agents (as defined in
Section 317 of the CGCL) in excess of the indemnification permitted, expressly
or otherwise, by Section 317 of the CGCL to the fullest extent permitted by
California law, subject to the limitations set forth in Section 204 of the CGCL
in actions brought by or on behalf of the Registrant for breach of duty to the
Registrant or its shareholders.

Section 3.17 of the Registrant's Bylaws provides for indemnification of the
Registrant's officers and directors to the full extent permitted by Section 317
of the CGCL.

II-1
<PAGE>
ITEM 16. EXHIBITS

(a) Exhibits

<TABLE>
<CAPTION>
<S> <C>
1.1 Form of Underwriting Agreement.
4.1 Article Three of Articles of Incorporation (1).
4.2 Form of Subordinated Indenture.
4.3 Form of Junior Subordinated Debenture.
4.4 Certificate of Trust of SVB Capital I.
4.5 Trust Agreement of SVB Capital I dated as of April 29, 1998.
4.6 Form of Amended and Restated Trust Agreement of SVB Capital I.
4.7 Form of Trust Preferred Certificate of SVB Capital I (included as an exhibit to Exhibit 4.6).
4.8 Form of Guarantee Agreement.
4.9 Form of Agreement as to Expenses and Liabilities (included as an exhibit to Exhibit 4.6).
4.10 Form of Common Securities Certificate of SVB Capital I (included as an exhibit to Exhibit 4.6).
4.11 Form of Officers' Certificate and Company Order.
5.1 Opinion and Consent of Manatt, Phelps & Phillips, LLP.
5.2 Opinion and Consent of Richards, Layton & Finger, P.A.
8.1 Opinion and Consent of Manatt, Phelps & Phillips, LLP, counsel to the Registrant, as to certain federal
income tax matters.
12.1 Statements regarding Computation of Ratios.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Manatt, Phelps & Phillips, LLP (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 Manatt, Phelps & Phillips, LLP (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.
</TABLE>

- ------------------------

(1) Incorporated by reference from Exhibit 3.1 to Silicon's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988.

ITEM 17. UNDERTAKINGS

(b) 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.

(h) 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 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

II-2
<PAGE>
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.

(i) 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.

II-3
<PAGE>
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 May 1, 1998.

<TABLE>
<S> <C> <C>
SILICON VALLEY BANCSHARES

By /s/ JOHN C. DEAN
-----------------------------------------
John C. Dean
CHIEF EXECUTIVE OFFICER
</TABLE>

POWER OF ATTORNEY

We, the undersigned directors and officers of Silicon Valley Bancshares, do
hereby severally constitute and appoint John C. Dean and A. Catherine Ngo and
each of them singly, our true and lawful attorneys and agents, to do any and all
things and acts in our names in the capacities indicated below and to execute
any all instruments for us and in our names in the capacities indicated below
which said persons, or either of them, may deem necessary or advisable to enable
Silicon Valley Bancshares to comply with the Securities Act of 1993, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the offering contemplated by this Registration
Statement on Form S-3, including specifically, but not limited to, power and
authority to sign for us or any of us in our names in the capacities indicated
below and any and all amendments, including post-effective amendments to this
Registration Statement and any Rule 462(b) registration statement or amendments
thereto; and we hereby ratify and confirm all that said persons, or either of
them, shall 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.

<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------ --------------------------------------------- ----------------------

<C> <S> <C>
/s/ DANIEL J. KELLEHER
--------------------------------- Chairman of the Board May 1, 1998
Daniel J. Kelleher

/s/ JOHN C. DEAN
--------------------------------- President, Chief Executive Officer and May 1, 1998
John C. Dean Director (Principal Executive Officer)

/s/ BARBARA B. KAMM Executive Vice President, Acting Chief
--------------------------------- Financial Officer (Principal Financial May 1, 1998
Barbara B. Kamm Officer)

/s/ CHRISTOPHER T. LUTES
--------------------------------- Senior Vice President, Controller (Principal May 1, 1998
Christopher T. Lutes Accounting Officer)
</TABLE>

II-4
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------------------ --------------------------------------------- ----------------------

<C> <S> <C>
/s/ GARY K. BARR
--------------------------------- Director May 1, 1998
Gary K. Barr

/s/ JAMES F. BURNS, JR.
--------------------------------- Director May 1, 1998
James F. Burns, Jr.

/s/ DAVID DEWILDE
--------------------------------- Director May 1, 1998
David deWilde

/s/ CLARENCE J. FERRARI, JR.
--------------------------------- Director May 1, 1998
Clarence J. Ferrari, Jr.

/s/ JAMES R. PORTER
--------------------------------- Director May 1, 1998
James R. Porter

/s/ ANN R. WELLS
--------------------------------- Director May 1, 1998
Ann R. Wells
</TABLE>

<TABLE>
<S> <C> <C>
SVB CAPITAL I

By /s/ BARBARA B. KAMM
-----------------------------------------
Barbara B. Kamm
TRUSTEE

By /s/ CHRISTOPHER T. LUTES
-----------------------------------------
Christopher T. Lutes
TRUSTEE

By /s/ DAVID JAQUES
-----------------------------------------
David Jaques
TRUSTEE
</TABLE>

II-5
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- --------------------------------------------------------------------------------------------------
<S> <C> <C>
1.1 Form of Underwriting Agreement.

4.1 Article Three of Articles of Incorporation (1).

4.2 Form of Subordinated Indenture.

4.3 Form of Junior Subordinated Debenture.

4.4 Certificate of Trust of SVB Capital I.

4.5 Trust Agreement of SVB Capital I dated as of April 29, 1998.

4.6 Form of Amended and Restated Trust Agreement of SVB Capital I.

4.7 Form of Trust Preferred Certificate of SVB Capital I (included as an exhibit to Exhibit 4.6).

4.8 Form of Trust Preferred Securities Guarantee Agreement.

4.9 Form of Agreement as to Expenses and Liabilities (included as an exhibit to Exhibit 4.6).

4.10 Form of Common Securities Certificate of SVB Capital I (included as an exhibit to Exhibit 4.6).

4.11 Form of Officers' Certificate and Company Order.

5.1 Opinion and Consent of Manatt, Phelps & Phillips, LLP.

5.2 Opinion and Consent of Richards, Layton & Finger, P.A.

8.1 Opinion and Consent of Manatt, Phelps & Phillips, LLP, counsel to the Registrant, as to certain
federal income tax matters.

12.1 Statements regarding Computation of Ratios.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Manatt, Phelps & Phillips, LLP (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 Manatt, Phelps & Phillips, LLP (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.
</TABLE>

- ------------------------

(1) Incorporated by reference from Exhibit 3.1 to Silicon's Annual Report on
Form 10-K for the fiscal year ended December 31, 1988.

<PAGE>

SVB CAPITAL I
$40,000,000
(Aggregate Liquidation Amount)

___% Cumulative Trust Preferred Securities
(Liquidation Amount $25 per Preferred Security)
by

BT ALEX. BROWN INCORPORATED
KEEFE, BRUYETTE & WOODS, INC.
HOEFER & ARNETT, INCORPORATED

UNDERWRITING AGREEMENT

______ __, 1998

BT ALEX. BROWN INCORPORATED
One South Street
Baltimore, Maryland 21202

KEEFE BRUYETTE & WOODS, INC.
Two World Trade Center
85th Floor
New York, New York 10048

HOEFER & ARNETT, INCORPORATED
353 Sacramento Street
San Francisco, California 94111

Dear Sirs:

SVB Capital I (the "Trust"), a statutory business trust organized under
the Business Trust Act (the "Delaware Act") of the State of Delaware (Chapter
38, Title 12, of the Delaware Business Code, 12 Del. C. Section 3801 et seq.),
and Silicon Valley Bancshares, a California corporation (the "Company" and,
together with the Trust, the "Offerors"), as depositor of the Trust and as
guarantor, propose, upon the terms and conditions set forth herein, to issue and
sell an aggregate of 1,600,000 shares of the Trust's ___% Cumulative Trust
Preferred Securities having a liquidation amount of $25.00 per share (the
"Preferred Securities") to the several underwriters named in SCHEDULE I hereto
(each an "Underwriter" and collectively, the "Underwriters").

<PAGE>

The Preferred Securities and the Common Securities (as defined herein)
are to be issued pursuant to the terms of a Trust Agreement to be dated as of
_____ __, 1998 (the "Trust Agreement"), among the Company, as depositor,
Wilmington Trust Company ("Trust Company"), as property trustee ("Property
Trustee") and as Delaware trustee ("Delaware Trustee"), the Administrative
Trustees named therein (the "Administrative Trustees") and the holders from time
to time of undivided interests in the assets of the Trust. The Preferred
Securities will be guaranteed by the Company (the "Guarantee") on a subordinated
basis and subject to certain limitations with respect to distributions and
payments upon liquidation, redemption or otherwise (the "Guarantee") pursuant to
the Guarantee Agreement to be dated as of _____ __, 1998 (the "Guarantee
Agreement"), between the Company and the Trust Company, as Trustee (the
"Guarantee Trustee"). The assets of the Trust will consist of ___% Junior
Subordinated Deferrable Interest Debentures, due _____ __, 2028 (the
"Subordinated Debentures") of the Company which will be issued under an
indenture to be dated as of _____ __, 1998 (the "Indenture"), between the
Company and the Trust Company, as Trustee (the "Indenture Trustee"). The
Company and the Trust will also enter into an Agreement As To Expenses and
Liabilities, to be dated as of _____ __, 1998 (the "Expense Agreement"). Under
certain circumstances, the Subordinated Debentures will be distributable to the
holders of undivided beneficial interests in the assets of the Trust. The
entire proceeds from the sale of the Preferred Securities will be combined with
the entire proceeds from the sale by the Trust to the Company of the Trust's
common securities (the "Common Securities"), and will be used by the Trust to
purchase an equivalent amount of the Subordinated Debentures.

The Company and the Trust have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (Nos.
333-____ and 333-____) and a related preliminary prospectus for the registration
of the Preferred Securities, the Subordinated Debentures and the Guarantee under
the Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations thereunder (the "Securities Act Regulations"). The Offerors have
prepared and filed such amendments thereto, if any, and such amended preliminary
prospectuses, if any, as may have been required to the date hereof, and will
file such additional amendments thereto and such amended prospectuses as may
hereafter be required. The registration statement has been declared effective
under the Securities Act by the Commission. The registration statement as
amended at the time it became effective (including the Prospectus (as
hereinafter defined) and the documents incorporated by reference therein
pursuant to the section therein entitled "Incorporation of Certain Documents by
Reference" and all information deemed to be a part of the registration statement
at the time it became effective pursuant to Rule 430A(b) of the Securities Act
Regulations, is hereinafter called the "Registration Statement," except that, if
the Company files a post-effective amendment to such registration statement
which becomes effective prior to the Closing Date (as defined below),
"Registration Statement" shall refer to such registration statement as so
amended. Each prospectus included in the registration statement, or amendments
thereof, before it became effective under the Securities Act and any prospectus
filed with the Commission by the Company with the consent of the Underwriters
pursuant to Rule 424(a) of the Securities Act Regulations (including the

-2-

<PAGE>

documents incorporated by reference therein) is hereinafter called the
"Preliminary Prospectus." The term "Prospectus" means the final prospectus
(including the documents incorporated by reference therein), as first filed with
the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Securities
Act Regulations. The Commission has not issued any order preventing or
suspending the use of any Preliminary Prospectus.

The Company and the Trust hereby agree with the Underwriters as follows:

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) Each of the Offerors represents and warrants to the
Underwriters as follows:

(i) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements thereto will, when they become
effective or are filed with the Commission, as the case may be, conform,
in all material respects with the requirements of the Securities Act, the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the applicable rules and regulations under said acts; the Trust
Agreement, the Guarantee Agreement, and the Indenture conform in all
material respects with the requirements of the Trust Indenture Act, and
the applicable rules and regulations thereunder; the Registration
Statement did not, and any amendment thereto will not, in each case as of
the applicable effective date, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements made not misleading; and the Prospectus and any amendment or
supplement thereto will not, as of the applicable filing date and at the
Closing Date, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made, in
the light of the circumstances under which they were made, not
misleading; PROVIDED, HOWEVER, that the representations and warranties in
this subsection shall not apply to statements in or omissions from the
Registration Statement or Prospectus made in reliance upon and in
conformity with information furnished to the Trust or the Company by or
on behalf of the Underwriters, the Property Trustee, the Guarantee
Trustee or the Indenture Trustee expressly for use in the Registration
Statement or Prospectus.

(ii) The documents incorporated by reference in the
Prospectus pursuant to the section therein entitled "Incorporation of
Certain Information by Reference," at the time they were filed with the
Commission, complied in all material respects with the requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules and regulations of the Commission thereunder, and did not
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading.

(iii) Neither the Company nor the Trust is an open-end
investment company, unit investment trust or face-amount certificate
company that is, or is required to be, registered under Section 8 of the
Investment Company

-3-
<PAGE>

Act of 1940, as amended (the "Investment Company Act"), nor is either a
closed-end investment company required to be registered, but not
registered, thereunder.

(iv) The Trust and the Company meet the requirements for the
use of Form S-3 under the Securities Act.

(v) The Company is a duly incorporated and subsisting
corporation in good standing under the laws of the State of California
with corporate power and authority to own and lease its properties and to
conduct its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement, the Trust Agreement, the
Guarantee Agreement, the Indenture, the Subordinated Debentures and the
Expense Agreement, the Company is duly qualified as a foreign corporation
to transact business and is in good standing in each jurisdiction, if
any, in which its ownership or leasing of properties or the conduct of
its business requires such qualification, except where the failure to so
qualify would not have a material adverse effect on the conduct of the
business, financial condition, earnings or operations of the Company and
its subsidiaries considered as one enterprise; and the Company is duly
registered as a bank holding company under the Bank Holding Company Act
of 1956, as amended.

(vi) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise stated therein, (A) there has been no material adverse change
in the conduct of the business, financial condition, earnings or
operations of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business,
(B) there have been no material transactions entered into by the Company
or its subsidiaries other than those in the ordinary course of business,
and (C) the Company has not sustained any material loss or interference
with its assets, businesses or properties (whether owned or leased) from
fire, explosion, earthquake, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or any court or
legislative or other governmental action, order or decree.

(vii) The Preferred Securities have been duly and validly
authorized for issuance and sale to the Underwriters pursuant to this
Agreement and, when executed and authenticated in accordance with the
terms of the Trust Agreement and delivered to the Underwriters against
payment of the consideration set forth herein, will constitute valid and
legally binding obligations of the Trust enforceable in accordance with
their terms and entitled to the benefits provided by the Trust Agreement
(except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, receivership, readjustment of debt,
moratorium, fraudulent conveyance or similar laws relating to or
affecting creditors' rights generally, or general equity principles
(whether considered in a proceeding in equity or at law)). The Trust
Agreement has been duly authorized and, when executed by the proper
officers of the Company and delivered by the Company, will have been duly
executed and delivered by the Company and will

-4-
<PAGE>

constitute the valid and legally binding instrument of the Company,
enforceable in accordance with its terms (except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
receivership, readjustment of debt, moratorium, fraudulent conveyance or
similar laws relating to or affecting creditors' rights generally, or
general equity principles (whether considered in a proceeding in equity
or at law)). The Subordinated Debentures have been duly and validly
authorized for delivery by the Company and when duly authenticated in
accordance with the terms of the Indenture and delivered to the Trust
against payment of the consideration set forth herein, will constitute
valid and legally binding obligations of the Company, enforceable against
the Company in accordance with their terms (except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
receivership, readjustment of debt, moratorium, fraudulent conveyance or
similar laws relating to or affecting creditors' rights generally, or
general equity principles (whether considered in a proceeding in equity
or at law)) and entitled to the benefits provided by the Indenture. The
Indenture has been duly authorized and, when executed by the proper
officers of the Company and delivered by the Company, will have been duly
executed and delivered by the Company and will constitute the valid and
legally binding instrument of the Company, enforceable in accordance with
its terms (except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, receivership, readjustment of
debt, moratorium, fraudulent conveyance or similar laws relating to or
affecting creditors' rights generally, or general equity principles
(whether considered in a proceeding in equity or at law)). The Guarantee
has been duly authorized and, when executed by the proper officers of the
Company and delivered by the Company, will have been duly executed and
delivered by the Company and, assuming due authorization and execution of
the Guarantee by each other party thereto, will constitute valid and
legally binding instrument of the Company, enforceable in accordance with
its terms (except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, receivership, readjustment of
debt, moratorium, fraudulent conveyance or similar laws relating to or
affecting creditors' rights generally, or general equity principles
(whether considered in a proceeding in equity or at law)). The Expense
Agreement has been duly authorized and, when executed by the proper
officers of the Company and on behalf of the Trust by the Administrative
Trustees, will constitute the valid and binding instrument of each of the
Company and the Trust, enforceable in accordance with its terms (except
as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, receivership, readjustment of debt,
moratorium, fraudulent conveyance or similar laws relating to or
affecting creditors' rights generally, or general equity principles
(whether considered in a proceeding in equity or at law)). The Trust
Agreement, the Guarantee Agreement and the Indenture have been duly
qualified under the Trust Indenture Act and the Preferred Securities, the
Common Securities, the Trust Agreement, the Guarantee Agreement, the
Subordinated Debentures, the Indenture and the Expense Agreement conform
in all material respects to the descriptions thereof contained in the
Registration Statement and the Prospectus.

-5-
<PAGE>

(viii) This Agreement has been duly authorized, executed and
delivered by the Trust and the Company and constitutes the valid and
binding agreement of the Trust and the Company enforceable against the
Trust and the Company in accordance with its terms, (except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, receivership, readjustment of debt, moratorium,
fraudulent conveyance or similar laws relating to or affecting creditors'
rights generally, Section 7 hereof or general equity principles (whether
considered in a proceeding in equity or at law)).

(ix) Neither the Trust, nor the Company or any of its
subsidiaries is in violation of its charter or in default in any material
respect in the performance or observance of any material obligation,
agreement, covenant or condition contained in any contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which it is
a party or by which it or any of its properties may be bound and which is
material to either the Trust or the Company and its subsidiaries
considered as one enterprise and the execution and delivery of this
Agreement, the Trust Agreement, the Guarantee Agreement, the Expense
Agreement and the Indenture, the issue and sale of the Preferred
Securities, the issue and sale of the Subordinated Debentures, the
compliance by the Trust and the Company with the provisions of the
Preferred Securities and the Subordinated Debentures, this Agreement, the
Trust Agreement, the Guarantee Agreement, the Expense Agreement and the
Indenture, and the consummation of the transactions herein and therein
contemplated will not conflict with or constitute a breach of, or default
under, the organization documents of the Trust or the articles of
incorporation or by-laws of the Company or any of its subsidiaries or a
material breach or default under any material contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which the
Trust or the Company or any of its subsidiaries is a party or by which it
or any of its or their properties may be bound and which is material to
the Trust or the Company and its subsidiaries considered as one
enterprise, nor will such action result in any material violation on the
part of the Trust or the Company or any of its subsidiaries of any
applicable law or regulation or of any applicable administrative,
regulatory or court decree.

(x) There are no actions, suits, claims or proceedings
pending or, to the knowledge of the Trust or the Company, threatened
against the Trust or the Company or any of its subsidiaries before any
court or administrative agency or otherwise which are required to be
disclosed in the Registration Statement and are not so disclosed which,
if determined adversely to the Trust or the Company or any of its
subsidiaries, would individually or in the aggregate have a material
adverse effect on the business, financial condition, earnings or
operations of the Trust or the Company and its subsidiaries considered as
one enterprise or prevent the consummation of the transactions
contemplated hereby.

(xi) To the Company's knowledge, the Commission has not
issued an order preventing or suspending the use of the Prospectus, nor
instituted proceedings for that purpose.

-6-
<PAGE>

(xii) The independent certified public accountants who audited
the consolidated financial statements included or incorporated by
reference in the Prospectus are independent public accountants as
required by the Securities Act and the Securities Act Regulations.

(xiii) The consolidated financial statements of the Company,
including the notes thereto and the supporting schedules, included or
incorporated by reference in the Prospectus, present fairly the financial
position, results of operations and cash flows of the Company and its
subsidiaries at the dates indicated, and the results of their operations
for the periods specified; such consolidated financial statements have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis except as otherwise stated therein.

(xiv) The Company and its subsidiaries have good and
marketable title to all of the properties and assets described in the
Registration Statement as being owned by them or as reflected in the
consolidated financial statements, subject to no lien, mortgage, pledge,
charge or encumbrance of any kind except those reflected in such
consolidated financial statements (or as described in the Prospectus or
which are not material in amount).

(xv) The Company and its subsidiaries have filed all federal,
state and local tax returns which have been required to be filed and have
paid all taxes indicated by said returns and all assessments received by
them or any of them to the extent that such taxes have become due and are
not being contested in good faith. All tax liabilities have been
adequately provided for in the consolidated financial statements of the
Company.

(xvi) No approval, authorization, consent, registration,
qualification or other order of any public board or body is required in
connection with the execution and delivery of this Agreement, the Trust
Agreement, the Guarantee Agreement, the Expense Agreement or the
Indenture, or the issuance and sale of the Preferred Securities, the
issuance and sale of the Subordinated Debentures, or the consummation by
the Trust and the Company of the other transactions contemplated by this
Agreement, the Trust Agreement, the Guarantee Agreement, the Expense
Agreement or the Indenture, except such as have been described in the
Prospectus or been obtained, or will have been obtained at the Closing
Date, under the Securities Act, the Exchange Act and the Trust Indenture
Act and such as may be required under the blue sky or securities laws of
various states in connection with the offering of the Preferred
Securities.

(xvii) The Company and its subsidiaries possess all material
licenses, certificates, authorities or permits issued by the appropriate
state or federal regulatory agencies or bodies necessary to conduct their
businesses as described in the Prospectus, and neither the Company nor
its subsidiaries have received any notice of proceedings relating to the
revocation or modification of any such license, certificate, authority or
permit which, individually or in the

-7-
<PAGE>

aggregate, if the subject of an unfavorable decision, ruling or finding,
would have a material adverse effect on the conduct of the business,
financial condition, earnings or operations of the Company and its
subsidiaries considered as one enterprise. Neither the Company nor any
of its subsidiaries is a party to or otherwise subject to any consent
decree, memorandum of understanding, written commitment or other
supervisory agreement with the Board of Governors of the Federal Reserve
System or any Federal Reserve Bank (the "Federal Reserve"), the Federal
Deposit Insurance Corporation ("FDIC"), the California Department of
Financial Institutions, or any other federal or state authority or agency
responsible for the supervision, regulation or insurance of depository
institutions or their holding companies.

(xviii) There are no contracts or other documents which are
required to be filed as exhibits to the Registration Statement by the
Securities Act or by the Securities Act Regulations which have not been
filed as exhibits to the Registration Statement.

(xix) The Company has applied for the quotation of the
Preferred Securities on the Nasdaq National Market and shall use its best
efforts to have the Preferred Securities quoted on the Nasdaq National
Market or listed or quoted on a similar exchange.

(xx) The Company is in compliance in all material respects
with all presently applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended, including the regulations and
published interpretations thereunder.

(xxi) The Company and its subsidiaries carry, or are covered
by, insurance in such amounts and covering such risks as is adequate for
the conduct of their respective businesses and the value of their
respective properties and as is customary for companies engaged in
similar businesses.

(b) Any certificate signed by any officer of the Trust or
the Company and delivered to you or to your counsel shall be deemed a
representation and warranty by the Trust or the Company to you as to the matters
covered thereby.

SECTION 2. SALE AND DELIVERY TO UNDERWRITER, CLOSING.

On the basis of the representations and warranties herein contained and
subject to the terms and conditions herein set forth, the Trust and the Company,
as the case may be, agree that the Trust will sell to the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from the
Trust, the aggregate liquidation amount of Preferred Securities set forth
opposite its name on SCHEDULE I hereto, at a purchase price of $25 per Preferred
Security.

Payment of the purchase price for, and delivery of, the Preferred Securities
shall be made at the offices of Manatt, Phelps & Phillips, LLP, 11355 West
Olympic

-8-
<PAGE>

Boulevard, Los Angeles, California, or at such other place as shall be agreed
upon by the Underwriters, the Trust and the Company, at 10:00 A.M. Eastern Time
, on the third (or if the Preferred Securities are priced, as contemplated by
Rule 15c-6(1)(c) under the Exchange Act, after 4:30 P.M. Eastern Time, on the
fourth) business day following the date of this Agreement, or such other time
not later than ten business days after such date as shall be agreed upon by the
Underwriters, the Trust and the Company (such time and date of payment and
delivery being herein called the "Closing Date").

As compensation for the commitments of the Underwriters contained in this
Section 2, and in view of the fact that the proceeds of the sale of the
Preferred Securities will be used by the Trust to purchase the Subordinated
Debentures of the Company, the Company hereby agrees to pay to the Underwriters
on the Closing Date an amount equal to $___ per Preferred Security times the
total number of Preferred Securities purchased by the Underwriters on the
Closing Date as commissions for the sale of such Preferred Securities under this
Agreement.

Payment for the Preferred Securities shall be made to the Trust by wire
transfer of immediately available funds, against delivery of the Preferred
Securities to the Underwriters. The Preferred Securities shall be issued in the
form of one or more fully registered global certificates (the "Global
Certificates") in book-entry form in such denominations and registered in the
name of the nominee of The Depository Trust Company (the "Depository") or in
such names as the Underwriters may request in writing at least two business days
before the Closing Date. The Global Certificates representing the Preferred
Securities shall be made available for examination by the Underwriters not later
than 10:00 A.M. Eastern Time on the last business day prior to the Closing Date.
Delivery of the Preferred Securities may be made by credit through "full fast
transfer" to the accounts at the Depository designated by the Underwriters.

SECTION 3. OFFERING BY THE UNDERWRITER. The Trust and the Company
are advised that the Underwriters propose to make a public offering of the
Preferred Securities, on the terms and conditions set forth in the Registration
Statement from time to time as and when the Underwriters deem advisable after
the Registration Statement becomes effective.

SECTION 4. COVENANTS OF THE OFFERORS. Each of the Trust and the
Company covenants with the Underwriters as follows:

(a) The Trust and the Company will prepare the Prospectus in
a form approved by the Underwriters and will file such Prospectus with the
Commission pursuant to subparagraph (1) or (4) of Rule 424(b) not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement. The Trust and the Company will notify
the Underwriters immediately, and confirm the notice in writing, (i) of the
effectiveness of the Registration Statement and any amendment thereto (including
any post-effective amendment), and of the filing of the Prospectus pursuant to
Rule 424(b), (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectus or for

-9-
<PAGE>

additional information, and (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of any Preliminary Prospectus or the
Prospectus, of the suspension of the qualification of the securities for
offering or sale in any jurisdiction, or of the initiation or threatening of any
proceeding for such purpose. The Trust and the Company will make every
reasonable effort to prevent the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or the Prospectus
or suspending any such qualification and, if any such order is issued, to obtain
the lifting thereof at the earliest possible moment.

(b) The Trust and the Company will deliver to the
Underwriters notice of their intention to prepare or file any amendment to the
Registration Statement relating to the Preferred Securities (including any
post-effective amendment) or any amendment or supplement to the Prospectus
(including documents deemed to be incorporated by reference into the Prospectus
and including any revised prospectus which the Trust and the Company propose for
use by the Underwriters in connection with the offering of the Preferred
Securities which differs from the prospectus on file at the Commission at the
time the Registration Statement becomes effective, whether or not such revised
prospectus is required to be filed pursuant to Rule 424(b) of the Securities Act
Regulations), will furnish the Underwriters and counsel for the Underwriters
with copies of any such amendment or supplement a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file any
such amendment or supplement or use any such prospectus to which the
Underwriters or counsel for the Underwriters shall reasonably object.

(c) The Trust and the Company will deliver to the
Underwriters one manually executed copy of the Registration Statement as
originally filed and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein and documents incorporated by
reference into the Prospectus), such number of conformed copies of the
Registration Statement as originally filed and of each amendment thereto
(including documents incorporated by reference into the Prospectus but without
exhibits) as the Underwriters may reasonably request and copies of each
Preliminary Prospectus, the Prospectus and any amended or supplemented
Prospectus.

(d) The Trust and the Company will furnish to the
Underwriters, from time to time during the period when the Prospectus is
required to be delivered under the Securities Act, such number of copies of the
Prospectus (as amended or supplemented, if applicable) as they may reasonably
request for the purposes contemplated by the Securities Act or the Securities
Act Regulations.

(e) If any event shall occur as a result of which it is
necessary, in the reasonable opinion of counsel for the Underwriters, to amend
or supplement the Prospectus in order to make the Prospectus not misleading in
the light of the circumstances existing at the time it is delivered to a
purchaser, the Trust and the Company will forthwith amend or supplement the
Prospectus by preparing and furnishing to the Underwriters a reasonable number
of copies of an amendment of or supplement to the Prospectus (in form and
substance satisfactory to counsel for the Underwriters) so

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<PAGE>

that, as so amended or supplemented, the Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in the light of the circumstances existing at the
time it is delivered to a purchaser, not misleading.

(f) The Trust and the Company, during the period when the
Prospectus is required to be delivered under the Securities Act, will file
promptly all documents required to be filed with the Commission pursuant to
Section 13, 14 or 15 of the Exchange Act subsequent to the time the Registration
Statement becomes effective.

(g) Both the Trust and the Company will endeavor, in
cooperation with the Underwriters, to qualify the Preferred Securities for
offering and sale under the applicable securities laws of such states and other
jurisdictions of the United States as the Underwriters may designate, and will
maintain such qualifications in effect for as long as may be required for the
distribution of the Preferred Securities, except that neither the Trust nor the
Company shall be required in connection therewith to qualify as a foreign
corporation or to execute a general consent to service of process in any state
or other jurisdiction. The Trust and the Company will file such statements and
reports as may be required by the laws of each jurisdiction in which the
Preferred Securities have been qualified as above provided.

(h) The Company will make generally available to its
security holders, as soon as it is practicable to do so, but in any event not
later than 15 months after the effective date of the Registration Statement, an
earnings statement (which need not be audited) in reasonable detail, covering a
period of at least 12 consecutive months beginning on the first day of the first
full fiscal quarter after the effective date of the Registration Statement,
which earnings statement shall satisfy the requirements of Section 11(a) of the
Securities Act and Rule 158 of the Securities Act Regulations and will advise
you in writing when such statement has been so made available. Such earnings
statement shall be made available not later than 45 days after the close of the
period covered thereby.

(i) The Trust and the Company will take such action as may
be necessary to comply with the rules and regulations of the Nasdaq National
Market in respect of the offering of the Preferred Securities.

(j) The Trust and the Company, for a period of 180 days from
the date hereof, will not, directly or indirectly, sell, offer to sell, grant
any option for sale of, or otherwise dispose of, any Preferred Securities, any
security convertible into or exchangeable into or exercisable for Preferred
Securities or Subordinated Debentures or any debt securities substantially
similar to the Subordinated Debentures or equity securities substantially
similar to the Preferred Securities (except for Subordinated Debentures and the
Preferred Securities offered hereby), without the prior written consent of the
Underwriters.

(k) For a period of five years after the Closing Date (but
not beyond any such date on which no Securities shall be outstanding), the Trust
and the Company

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<PAGE>

will furnish to the Underwriters copies of all reports and communications
delivered to the Company's shareholders or to holders of the Preferred
Securities, not later than the time such reports or information are first
furnished to such shareholders or security holders generally.

(l) The Trust shall apply the net proceeds of its sale of
the Preferred Securities, combined with the entire proceeds from the sale by the
Trust to the Company of the Trust's Common Securities, to purchase an equivalent
amount of the Subordinated Debentures of the Company. All the net proceeds to
be received by the Company from the sale of the Subordinated Debentures of the
Company will be used as described in the Prospectus.

(m) Neither the Company nor the Trust shall enter into any
contractual agreement with respect to the distribution of the Preferred
Securities except for the arrangements with the Underwriters.

SECTION 5. COSTS AND EXPENSES. The Company will pay all costs,
expenses and fees incident to the performance of its obligations under this
Agreement (except for the fees and disbursements of counsel for the Underwriters
other than pursuant to item (vi) of this Section 5), including: (i) the
printing and filing of the Registration Statement as originally filed and any
amendments and exhibits thereto, (ii) the filing fee of the National Association
of Securities Dealers, Inc. and expenses relating to any review of the offering
and the listing of the Preferred Securities on the Nasdaq National Market,
(iii) all expenses (including fees and disbursements of counsel to the Company
and the Trust) payable pursuant to Section 4 of this Agreement, (iv) all costs
and expenses incurred in connection with the preparation, issuance and delivery
of the Preferred Securities to the Underwriters, (v) the fees and disbursements
of the Trust's and the Company's counsel and accountants, (vi) the expenses in
connection with the qualification of the Preferred Securities under state
securities laws in accordance with the provisions of Section 4(g), including
filing fees and the reasonable fees and disbursements of counsel to the
Underwriters in connection therewith and in connection with the preparation of
the preliminary and final blue sky memoranda and Legal Investment Surveys,
(vii) the printing and delivery to the Underwriters of copies of the preliminary
and final blue sky memoranda and Legal Investment surveys, (viii) all costs and
expenses incurred in the preparation and the printing (including word processing
and duplication costs) of the Preferred Securities, the Indenture, the Guarantee
Agreement, the Trust Agreement, the Expense Agreement and all other documents
relating to the issuance and public offering of the Preferred Securities, and
(ix) the fees and expenses of the Property Trustee, the Delaware Trustee, the
Indenture Trustee, and the Guarantee Trustee, and any agent of the Property
Trustee, the Delaware Trustee, the Indenture Trustee, and the Guarantee Trustee,
and the fees and disbursements of the Property Trustee's counsel, in connection
with the Trust Agreement and the Preferred Securities.

If this Agreement is terminated by the Underwriters in accordance with
the provisions of Section 6 or Section 9(a) or (c), the Company shall reimburse
the Underwriters for all of their reasonable out-of-pocket expenses, including
the reasonable

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<PAGE>

fees and disbursements of counsel for the Underwriters, incurred in connection
with investigating, marketing and proposing to market the Preferred Securities.

SECTION 6. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations
of the Underwriters to purchase and pay for the Preferred Securities at the
Closing Date are subject to the accuracy of the representations and warranties
of the Trust and the Company herein contained at and as of the date hereof and
the Closing Date, to the performance by the Trust and the Company of their
respective obligations hereunder, and to the following further conditions:

(a) The Prospectus shall have been timely filed with the
Commission in accordance with Section 4(a); and at the Closing Date, no stop
order suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued under the Securities Act or proceedings therefor
initiated or threatened by the Commission; and any request of the Commission for
inclusion of additional information in the Registration Statement or the
Prospectus shall have been complied with and there shall not have come to the
attention of the Underwriters any facts that would cause the Underwriters to
believe that the Prospectus, at the time it was required to be delivered to a
purchaser of the Preferred Securities, contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements made, in light of the circumstances existing at such time, not
misleading.

(b) On the Closing Date, the Underwriters shall have
received:

(i) The favorable opinion, dated as of the Closing Date, of
Manatt, Phelps & Phillips, LLP, counsel for the Company, in form and
substance substantially as attached hereto as EXHIBIT A.

In rendering such opinion, counsel may state that they are passing
only on matters of California law and United States federal law. In
rendering such opinion, counsel may rely upon an opinion or opinions,
each dated the Closing Date, of other counsel retained by them or the
Company as to laws of any jurisdiction other than the United States or
the State of California, provided that (A) such reliance is expressly
authorized by each opinion so relied upon and a copy of each such opinion
is delivered to the Underwriters, and (B) counsel shall state in their
opinion that they and the Underwriters are justified in relying thereon.
Insofar as such opinions involve factual matters, such counsel may rely,
to the extent such counsel deems proper, upon certificates of officers of
the Company, its subsidiaries and the Trust and certificates of public
officials.

(ii) The favorable opinion, dated the Closing Date, of Richards, Layton &
Finger, P.A., counsel to the Trust Company, in form and substance substantially
as attached hereto as EXHIBIT B.

(iii) The favorable opinion, dated the Closing Date of
Richards, Layton & Finger, P.A., special counsel to the Company and the
Trust, in form and substance substantially as attached hereto as EXHIBIT
C.

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<PAGE>

(iv) The favorable opinion, dated the Closing Date, of
O'Melveny & Myers LLP, counsel to the Underwriters, as to such matters as
the Underwriters shall reasonably request.

In rendering such opinion, counsel may rely upon an opinion or
opinions, each dated the Closing Date, of other counsel retained by them
or the Company as to laws of any jurisdiction other than the United
States or the State of California, provided that (A) such reliance is
expressly authorized by each opinion so relied upon and a copy of each
such opinion is delivered to the Underwriters, and (B) counsel shall
state in their opinion that they believe that they and the Underwriters
are justified in relying thereon. Insofar as such opinions involve
factual matters, such counsel may rely, to the extent such counsel deems
proper, upon certificates of officers of the Company, its subsidiaries
and the Trust and certificates of public officials.

(c) At the time of the execution of this Agreement, the
Underwriters shall have received from KPMG Peat Marwick LLP a letter dated such
date, in form and substance satisfactory to the Underwriters, to the effect that
(i) they are independent public accountants as required by the Securities Act
and the Securities Act Regulations; (ii) it is their opinion that the financial
statements included or incorporated by reference in the Registration Statement
comply as to form in all material respects with the applicable accounting
requirements of the Securities Act and the Exchange Act and the applicable rules
and regulations thereunder; (iii) based upon limited procedures set forth in
detail in such letter, nothing has come to their attention which causes them to
believe that during the period from March 31, 1998 to a specified date not more
than five days prior to the date of this Agreement, there has been any decrease
in the capital stock or increase in long-term debt of the Company or its
subsidiaries or any decrease in consolidated total assets of the Company and its
subsidiaries as compared with the amounts shown in the March 31, 1998
consolidated balance sheet incorporated by reference in the Registration
Statement, or any decrease, as compared with the corresponding period in the
preceding year, in net income or net interest income of the Company and its
subsidiaries on a consolidated basis, except in each case as set forth or
contemplated in the Registration Statement; and (iv) they have read the
Registration Statement and certain dollar amounts, percentages and other
financial information specified by the Underwriters which is included or
incorporated by reference in the Registration Statement and have performed the
procedures set forth in detail in such letter and have found such amounts,
percentages or other financial information to be in agreement with the relevant
accounting and financial records of the Company and its subsidiaries.

(d) On the Closing Date, the Underwriters shall have
received from KPMG Peat Marwick LLP a letter, dated as of the Closing Date, to
the effect that they reaffirm the statements made in the letter furnished
pursuant to paragraph (c) of this Section, except that the "specified date"
referred to shall be a date not more than five days prior to the Closing Date.

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<PAGE>

(e) On the Closing Date, the Underwriters shall have
received a certificate signed by the President and the Chief Executive Officer
and the principal financial or accounting officer of the Company, dated the
Closing Date, to the effect that the signers of such certificate have carefully
examined the Registration Statement and this Agreement and that, to the best of
their knowledge:

(i) The representations and warranties of the Company
in this Agreement are true and correct in all material respects on and as
of the Closing Date with the same effect as if made on the Closing Date
and the Company has complied in all material respects with all the
agreements and satisfied in all material respects all the conditions on
its part to be performed or satisfied at or prior to the Closing Date;

(ii) Since the date of the most recent financial
statements included in the Registration Statement (exclusive of any
supplement thereto), there has been no material adverse change in the
financial condition, earnings, business, operations or properties of the
Company and its subsidiaries taken as a whole, whether or not arising
from transactions in the ordinary course of business, except as set forth
in or contemplated in the Registration Statement (exclusive of any
supplement thereto); and

(iii) The condition set forth in Section 6(a) has been
fulfilled.

(f) On the Closing Date, there shall not have been, since
the respective dates as of which information is given in the Registration
Statement, any material adverse change in the financial condition, earnings,
business, operations or properties of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of
business.

(g) Prior to the Closing Date, the Company shall have
furnished to the Underwriters such further information, certificates and
documents as the Underwriters may reasonably request in connection with the
offering of the Preferred Securities.

If any condition specified in this Section shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated by the
Underwriters by notice to the Company at any time at or prior to the Closing
Date, and such termination shall be without liability of any party to any other
party except as provided in Section 5 and except that Sections 7 and 8 hereof
shall survive such termination.

SECTION 7. INDEMNIFICATION.

(a) Each of the Company and the Trust jointly and severally
agrees to indemnify and hold harmless each Underwriter and each person, if any,
who controls such Underwriter within the meaning of the Securities Act against
any losses, claims, damages or liabilities to which such Underwriter or such
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon

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<PAGE>

(i) any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus or any amendment or supplement thereto, or (ii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and subject to
Section 7(c) hereof, will reimburse each Underwriter and each such controlling
person for any legal or other expenses reasonably incurred by such Underwriter
or such controlling person in connection with investigating or defending any
such loss, claim, damage, liability, action or proceeding; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement, or omission or alleged omission made in
the Registration Statement, any Preliminary Prospectus, the Prospectus, or such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by the Underwriters specifically for use in
the preparation thereof. This indemnity agreement will be in addition to any
liability which the Company or the Trust may otherwise have.

(b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the Registration Statement and each person, if any, who
controls the Company, against any losses, claims, damages or liabilities to
which the Company or any such director, officer, or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus or any amendment or supplement thereto, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made, and will reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer or controlling person in connection with
investigating or defending any such loss, claim, damage, liability, action or
proceeding; provided, however, that an Underwriter will be liable in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission has been made in the
Registration Statement, any Preliminary Prospectus, the Prospectus or such
amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by or through such Underwriter specifically
for use in the preparation thereof. For purposes of this Section 7, the only
written information furnished by the Underwriters for use in the Registration
Statement and the Prospectus is the information in the last paragraph of the
_____ page of the Prospectus (regarding stabilizing transactions) and the third,
fourth and the second sentence of the eighth paragraphs under the caption
"Underwriting" in the Prospectus. This indemnity agreement will be in addition
to any liability which an Underwriter may otherwise have.

(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to this Section 7, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in

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<PAGE>

writing. No indemnification provided for in Section 7(a) or (b) shall be
available to any party who shall fail to give notice as provided in this
Section 7(c) if the party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was materially prejudiced
by the failure to give such notice, but the failure to give such notice shall
not relieve the indemnifying party or parties from any liability which it or
they may have to the indemnified party for contribution under Section 7(d)
hereof or otherwise than on account of the provisions of Section 7(a) or (b).
In case any such proceeding shall be brought against any indemnified party and
it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall retain counsel reasonably satisfactory to the
indemnified party to defend the indemnified party and shall pay as incurred the
fees and disbursements of such counsel related to such proceeding. The
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party. In any such proceeding, any indemnified party shall
have the right to retain its own counsel at its own expense. Notwithstanding
the foregoing, the indemnifying party shall pay as incurred the fees and
expenses of the counsel retained by the indemnified party in the event (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel, (ii) the indemnifying party has failed to assume the
defense of such proceeding or shall have failed to retain counsel reasonably
satisfactory to the indemnified party, or (iii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same counsel
under applicable rules of professional conduct, would be inappropriate due to
actual or potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm (and appropriate local counsel) for all
such indemnified parties. Such firm shall be designated in writing by the
Underwriters in the case of parties indemnified pursuant to Section 7(a) and by
the Company in the case of parties indemnified pursuant to Section 7(b). The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment.

(d) If the indemnification provided for in this Section 7 is
unavailable (other than by reason of the exception contained in the second
sentence of Section 7(c) hereof) to or insufficient to hold harmless an
indemnified party under Section 7(a) or (b) above in respect of any losses,
claims, damages or liabilities (or actions or proceedings in respect thereof
referred to therein), then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other from the offering
of the Preferred Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under Section 7(c) above,
then each indemnifying party shall contribute to such amount paid or

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<PAGE>

payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) as well as any other
relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bears to the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand or the Underwriter on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

(e) The Company, the Trust and the Underwriters agree that
it would not be just and equitable if contributions pursuant to this Section 7
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above in
Section 7(d). The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) referred to above in Section 7(d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (e): (i) except with respect to information
contained or omitted from the Registration Statement, any Preliminary Prospectus
or the Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by or through an
Underwriter specifically for use in the preparation thereof, such Underwriter
shall not be required to contribute any amount in excess of the underwriting
discounts and commissions applicable to the Preferred Securities purchased by
such Underwriter and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

(f) In any proceeding relating to the Registration
Statement, any Preliminary Prospectus, the Prospectus or any supplement or
amendment thereto, each party against whom contribution may be sought under this
Section 7 hereby consents to the jurisdiction of any court having jurisdiction
over any other contributing party, agrees that process issuing from such court
may be served upon him or it by any other contributing party and consents to the
service of such process and agrees that any other contributing party may join
him or it as an additional defendant in any such proceeding in which such other
contributing party is a party.

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. The reimbursement, indemnification and contribution agreements
contained in this Agreement and the representations, warranties and covenants
contained in this

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<PAGE>

Agreement shall remain in full force and effect, regardless of (a) any
termination of this Agreement, (b) any investigation made by or on behalf of an
Underwriter or by or on behalf of any person controlling such Underwriter, or by
or on behalf of the Company, and (c) delivery of and payment for the Preferred
Securities to the Underwriters.

SECTION 9. TERMINATION OF AGREEMENT. The Underwriters may
terminate this Agreement, by notice to the Company, at any time at or prior to
the Closing Date (a) if there has been, since the respective dates as of which
information is given in the Registration Statement, any material adverse change
in the condition, financial or otherwise, of the Company and its subsidiaries
considered as one enterprise, or in the earnings or operations of the Company
and its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (b) if there has occurred any new outbreak of
hostilities or escalation of any existing hostilities or other calamity or
crisis the effect of which on the financial markets of the United States is such
as to make it, in the reasonable professional judgment of the Underwriters,
impracticable to market the Preferred Securities or to enforce contracts for the
sale of the Preferred Securities, or (c) if trading in the securities of the
Company has been suspended by the Commission or if trading or quotation
generally on the Nasdaq National Market has been suspended, or minimum or
maximum prices for trading have been fixed, or maximum ranges of prices for
securities have been required by the Nasdaq National Market or by order of the
Commission or any other governmental authority, or (d) if a banking moratorium
has been declared by federal, New York or California authorities. If this
Agreement is terminated pursuant to this Section 9, such termination shall be
without liability of any party to any other party, except as provided in
Section 7, and provided further that Sections 5, 7 and 8 hereof shall survive
such termination.

SECTION 10. PRO RATA PURCHASE IN CERTAIN EVENTS. If on the Closing
Date any one or more of the Underwriters shall fail or refuse to purchase
Preferred Securities that it or they have agreed to purchase hereunder and the
aggregate liquidation amount of Preferred Securities that such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate liquidation amount of Preferred Securities to be
purchased on such date, the other Underwriters shall be obligated severally in
the proportions which the aggregate liquidation amount of Preferred Securities
set forth opposite their names in SCHEDULE I to this Agreement bears to the
aggregate liquidation amount of Preferred Securities set forth opposite the
names of all such non-defaulting Underwriters, or in such other proportions as
the Underwriters may specify, to purchase the Preferred Securities that such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date. If on the Closing Date any Underwriter or Underwriters shall fail
or refuse to purchase Preferred Securities and the aggregate liquidation amount
of Preferred Securities with respect to which such default occurs is more than
one-tenth of the aggregate liquidation amount of Preferred Securities to be
purchased on such date, and arrangements satisfactory to the Underwriters and
the Company for the purchase of such Preferred Securities are not made within
48 hours after such default, this Agreement shall thereupon terminate without
liability on the part of any non-defaulting Underwriters or of the Company or
the Trust. In any such case, either the Underwriters or the Company shall have
the right to postpone the Closing Date, but in no event for longer than seven
days, in order that the

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<PAGE>

required changes, if any, in the Registration Statement or in any other
documents or arrangements may be affected. An action taken under this
Section 10 shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.

SECTION 11. REIMBURSEMENT UPON TERMINATION IN CERTAIN CIRCUMSTANCES.
If this Agreement shall be terminated by the Underwriters or any of them,
because of any failure or refusal on the part of the Company to comply in any
material respect with the terms or to fulfill in any material respect any of the
conditions of this Agreement, or if for any reason the Company shall be unable
to perform in any material respect its obligations under this Agreement, the
Company shall reimburse the Underwriters or such Underwriters as have so
terminated the Agreement, with respect to themselves, severally, for all
reasonable out-of-pocket expenses reasonably incurred by such Underwriters in
connection with the offering of the Preferred Securities.

SECTION 12. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunications. Notices to the
Underwriters shall be directed to them in care of BT Alex. Brown Incorporated,
One South Street, Baltimore, Maryland 21202, Attention of Howard J. Loewenberg.
Notice to the Company and the Trust shall be directed to Silicon Valley
Bancshares, 3003 Tasman Drive, Santa Clara, California 95054, Attention of
David Jaques, Senior Vice President and Treasurer, with a copy to Gordon M.
Bava, Managing Partner, Manatt, Phelps & Phillips, LLP, 11355 West Olympic
Boulevard, Los Angeles, California 90064.

SECTION 13. PARTIES. This Agreement shall inure to the benefit of
and be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and their respective successors, and
said controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation.
No purchaser of Securities from an Underwriter shall be deemed to be a successor
by reason merely of such purchase.

SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE. SPECIFIED
TIMES OF DAY REFER TO EASTERN TIME.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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<PAGE>

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement among the
Underwriters, the Company and the Trust in accordance with its terms.

Very truly yours,

SVB CAPITAL I

By:
----------------------------------
Barbara B. Kamm, Trustee

----------------------------------
Christopher T. Lutes, Trustee

----------------------------------
David Jaques, Trustee

SILICON VALLEY BANCSHARES

By:
----------------------------------
Name:
Title:

Confirmed and accepted, as of the date
first above written.

BT ALEX. BROWN INCORPORATED HOEFER & ARNETT,
INCORPORATED

By: By:
------------------------------ -------------------------------
Name: Name:
Title: Title:

KEEFE, BRUYETTE & WOODS, INC.

By:
------------------------------
Name:
Title:

-21-
<PAGE>

SCHEDULE I

<TABLE>
<CAPTION>
Underwriter Number of Shares
----------- ----------------
<S> <C>
BT Alex. Brown Incorporated. . . . . . .

Keefe, Bruyette & Woods, Inc. . . . . .

Hoefer & Arnett, Incorporated . . . . .
Total . . . . . . . . . . . . . . 1,600,000

</TABLE>

-22-
<PAGE>

EXHIBIT A

The opinion of Manatt, Phelps & Phillips, LLP, counsel to the Company, to
be delivered pursuant to Section 6(b)(i) of the Underwriting Agreement shall be
substantially to the effect that:

1. The Company is a corporation validly organized and presently subsisting
under the laws of the State of California, with requisite corporate power and
authority to own its properties and conduct its business as described in the
Registration Statement, except for such power and authority the absence of which
would not have a material adverse effect on the Company, and is duly registered
as bank holding company under the Bank Holding Company Act of 1956, as amended.

2. Each of the subsidiaries of the Company, other than the Trust, is a
corporation validly organized and presently subsisting under the laws of the
state of its incorporation, with requisite corporate power and authority to own
its properties and conduct its business as described in the Registration
Statement, except for such power and authority the absence of which would not
have a material adverse effect on such subsidiary.

3. No holders of securities of the Company or the Trust have rights to
require either the Company or the Trust to arrange for the offer or sale of such
securities in connection with the transactions contemplated by this Agreement.

4. All of the outstanding capital stock of Silicon Valley Bank (the "Bank")
is owned by the Company and the Bank is a member of the Federal Reserve System
and the deposits of the depositors in the Bank are insured by the Federal
Deposit Insurance Corporation.

5. All of the outstanding Common Securities of the Trust are owned by the
Company.

6. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.

7. Each of the Trust Agreement, the Guarantee Agreement and the Indenture
has been duly authorized, executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act, and is a valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms
(except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, receivership, readjustment of debt, moratorium,
fraudulent conveyance or similar laws relating to or affecting creditors' rights
generally, or general equity principles (whether considered in a proceeding in
equity or at law)) and an implied covenant of good faith and fair dealing.

-23-
<PAGE>

8. The Expense Agreement has been duly authorized, executed and delivered by
the Company and is a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms (except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
receivership, readjustment of debt, moratorium, fraudulent conveyance or similar
laws relating to or affecting creditors' rights generally, or general equity
principles (whether considered in a proceeding in equity or at law)) and an
implied covenant of good faith and fair dealing.

9. Assuming each of the Indenture and Guarantee Agreement have been duly
authorized, executed and delivered by the Trust Company and the Expense
Agreement has been duly executed and delivered by the Trust, each of the
Indenture, the Guarantee Agreement and the Expense Agreement is a valid and
binding agreement of the Trust Company (in the case of the Indenture and the
Guarantee Agreement) and the Trust (in the case of the Expense Agreement),
enforceable against the Trust Company or the Trust, as the case may be, in
accordance with its terms (except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, receivership, readjustment of
debt, moratorium, fraudulent conveyance or similar laws relating to or affecting
creditors' rights generally, or general equity principles (whether considered in
a proceeding in equity or at law)) and an implied covenant of good faith and
fair dealing.

10. The Subordinated Debentures have been duly authorized, executed and
delivered by the Company and when duly authenticated in accordance with the
Indenture and delivered and paid for in accordance with the Underwriting
Agreement, will be valid and binding obligations of the Company, entitled to the
benefits of the Indenture and enforceable against the Company in accordance with
their terms (except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, receivership, readjustment of debt,
moratorium, fraudulent conveyance or similar laws relating to or affecting
creditors' rights generally, or general equity principles (whether considered in
a proceeding in equity or at law)) and an implied covenant of good faith and
fair dealing.

11. The Trust is not an "investment company" or an entity "controlled" by an
"investment company," as such terms are defined in Investment Company Act of
1940, as amended.

12. The statements set forth in the Registration Statement under the captions
"Description of the Trust Preferred Securities," "Description of Junior
Subordinated Debentures," "Description of Guarantee," "Expense Agreement" and
"Relationship Among the Trust Preferred Securities, the Junior Subordinated
Debentures and the Guarantee," and under the caption "Business - Supervision and
Regulation" in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 incorporated by reference in the Registration Statement,
insofar as they purport to describe the provisions of the laws and documents
referred to therein, fairly summarize the matters described therein; and the
Preferred Securities, the Debentures and the Guarantee conform to the
descriptions contained in the Registration Statement in all material respects.

-24-
<PAGE>

[13. The statements of law or legal conclusions and opinions set forth in the
Registration Statement under the caption "Certain Federal Income Tax
Consequences," subject to the assumptions and conditions described therein,
constitute such counsel's opinion.]

14. The Registration Statement was declared effective under the Securities
Act as of the date and time specified in such opinion and, to the best of such
counsel's knowledge and information, no stop order suspending the effectiveness
of the Registration Statement has been issued under the Securities Act and no
proceedings therefor have been initiated or threatened by the Commission.

15. The Registration Statement and the Prospectus and any amendment or
supplement thereto made by the Company prior to the Closing Date (other than the
financial statements and financial data included therein, as to which no opinion
need be rendered), when it or they became effective or were filed with the
Commission, as the case may be, and in each case at the Closing Date, complied
as to form in all material respects with the requirements of the Securities Act,
the Trust Indenture Act and the applicable rules and regulations under said acts
and the documents incorporated by reference into the Prospectus (other than the
financial statements and financial data included therein, as to which no opinion
need be rendered) complied as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations of the Commission
thereunder, and such counsel has no reason to believe that the Registration
Statement, at the time it became effective, contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements contained therein, not misleading, or that the Prospectus, at the
time it was mailed to the Commission for filing or at the Closing Date,
contained any untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements contained therein, in the light
of the circumstances under which they were made, not misleading.

16. Such counsel knows of no material legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is the subject which are
required to be disclosed in the Registration Statement or which would affect the
consummation of the transactions contemplated in this Agreement, the Indenture
or the Preferred Securities; and such counsel knows of no such proceedings which
are threatened or contemplated by governmental authorities or threatened by
others.

17. Such counsel knows of no contracts, indentures, mortgages, loan
agreements, notes, leases or other instruments required to be described in the
Registration Statement or to be filed as exhibits thereto other than those
described therein or filed or incorporated by reference as exhibits thereto, and
such instruments as are summarized in the Registration Statement are fairly
summarized in all material respects.

18. No approval, authorization, consent, registration, qualification or other
order of any public board or body is required in connection with the execution
and delivery of this Agreement, the Trust Agreement, the Guarantee Agreement,
the Expense Agreement and the Indenture or the issuance and sale of the
Preferred Securities or the Subordinated

-25-
<PAGE>

Debentures or the consummation by the Company of the other transactions
contemplated by this Agreement, the Trust Agreement, the Guarantee Agreement,
the Expense Agreement or the Indenture, except such as have been described in
the Prospectus or been obtained under the Securities Act, the Exchange Act and
the Trust Indenture Act or such as may be required under the blue sky or
securities laws of various states in connection with the offering and sale of
the Preferred Securities (as to which such counsel need express no opinion).

19. The execution and delivery of this Agreement, the Trust Agreement, the
Guarantee Agreement, the Expense Agreement and the Indenture, the issue and sale
of the Preferred Securities and the Subordinated Debentures, the compliance by
the Company with the provisions of the Preferred Securities, the Subordinated
Debentures, the Indenture, the Trust Agreement, the Guarantee Agreement, the
Expense Agreement and this Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or constitute a breach
of, or default under, the articles of incorporation or by-laws of the Company or
any of its subsidiaries or a breach or default under any contract, indenture,
mortgage, loan agreement, note, lease or other instrument known to such counsel
to which either the Company or any of its subsidiaries is a party or by which
either of them or any of their respective properties may be bound except for
such breaches as would not have a material adverse effect on the Company and its
subsidiaries considered as one enterprise, nor will such action result in a
violation on the part of the Company or any of its subsidiaries of any
applicable law or regulation or of any administrative, regulatory or court
decree known to such counsel.

-26-
<PAGE>

EXHIBIT B

The opinion of counsel to the Trust Company to be delivered pursuant to
Section 6(b)(ii) of the Underwriting Agreement shall be substantially to the
effect that:

1. The Trust Company is duly incorporated and is validly existing in good
standing as a banking corporation with trust powers under the laws of the State
of Delaware.

2. The Trust Company has the requisite power and authority to execute,
deliver and perform its obligations under each of the Indenture, the Guarantee
Agreement and the Trust Agreement, has taken all necessary corporate action to
authorize the execution, delivery and performance by it of each of the
Indenture, the Guarantee Agreement and the Trust Agreement, and each of the
Indenture, Guarantee Agreement and Trust Agreement has been duly executed and
delivered by the Trust Company.

3. The Subordinated Debentures delivered on the date hereof have been duly
authenticated by the Indenture Trustee in accordance with the terms of the
Indenture.

-27-
<PAGE>

EXHIBIT C

The opinion of counsel to the Company and the Trust to be delivered
pursuant to Section 6(b)(iii) of the Underwriting Agreement shall be
substantially to the effect that:

1. The Trust has been duly created and is validly existing in good standing
as a business trust under the Delaware Business Trust Act, 12 Del. C. Section
3801 et seq. (the "Delaware Act"), and all filings required under the laws of
the State of Delaware with respect to the creation and valid existence of the
Trust as a business trust have been made.

2. Under the Delaware Act and the Trust Agreement, the Trust has the trust
power and authority to own its property and to its conduct its business, all as
described in the Prospectus.

3. Assuming the due authorization, execution and delivery thereof by each of
the Company and the Administrative Trustees, the Trust Agreement constitutes a
valid and binding obligation of the Company and the Trust Company, and is
enforceable against the Company and the Trust Company, in accordance with its
terms.

4. Under the Delaware Act and the Trust Agreement, (a) the Trust has the
trust power and authority to execute and deliver, and to perform its obligations
under, this Agreement and (b) to issue and perform its obligations under the
Preferred Securities and the Common Securities.

5. Under the Delaware Act and the Trust Agreement, the execution and
delivery by the Trust of each of this Agreement and the Expense Agreement, and
the performance by the Trust of its obligations hereunder and thereunder, have
been duly authorized by all necessary trust action on the part of the Trust; and
this Agreement and the Expense Agreement has been duly executed and delivered by
the Trust.

6. The Preferred Securities have been duly authorized by the Trust Agreement
and are duly and validly issued and, subject to the qualifications set forth
herein, fully paid and nonassessable undivided beneficial interests in the
assets of the Trust and are entitled to the benefits of the Trust Agreement.
The Holders, as beneficial owners of the Trust, will be entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We note that the Holders may be obligated pursuant to the Trust
Agreement, (a) to provide indemnity and/or security in connection with and pay
taxes or governmental charges arising from transfers or exchanges of Preferred
Securities Certificates and the issuance of replacement Preferred Securities
Certificates, and (b) to provide security or indemnity in connection with
requests of or directions to the Property Trustee to exercise its rights and
powers under the Trust Agreement.

-28-
<PAGE>

7. The Common Securities have been duly authorized by the Trust Agreement
and are duly and validly issued and, subject to the qualifications set forth
herein, fully paid and nonassessable undivided beneficial interests in the
assets of the Trust and are entitled to the benefits of the Trust Agreement.
The Holders, as beneficial owners of the Trust, will be entitled to the same
limitations of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We note that the Holders may be obligated pursuant to the Trust
Agreement, (a) to provide indemnity and/or security in connection with and pay
taxes or governmental charges arising from transfers or exchanges of Common
Securities Certificates and the issuance of replacement Common Securities
Certificates, and (b) to provide security or indemnity in connection with
requests of or directions to the Property Trustee to exercise its rights and
powers under the Trust Agreement.

8. Under the Delaware Act and the Trust Agreement, the issuance of the
Preferred Securities and Common Securities is not subject to preemptive rights.

9. The issuance and sale by the Trust of the Preferred Securities and Common
Securities, the purchase by the Trust of the Subordinated Debentures, the
execution, delivery and performance by the Trust of each of this Agreement and
the Expense Agreement, the consummation by the Trust of the transactions
contemplated by each of this Agreement and the Expense Agreement and the
compliance by the Trust with its obligations hereunder and thereunder will not
violate (i) any of the provisions of the Certificate of Trust or the Trust
Agreement or (ii) any applicable Delaware law or administrative regulation.

10. The Delaware Trustee is duly incorporated and is validly existing in good
standing as a banking corporation with trust powers under the laws of the State
of Delaware.

11. The Delaware Trustee has the requisite power and authority to execute and
deliver the Trust Agreement, and has taken all necessary corporate action to
authorize the execution and delivery of the Trust Agreement.

-29-

<PAGE>

----------------------------------------

SILICON VALLEY BANCSHARES

WILMINGTON TRUST COMPANY

TRUSTEE

---------------------------

JUNIOR SUBORDINATED INDENTURE

DATED AS OF ____________ __, 1998

----------------------------------------

<PAGE>

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
__________, 1998.

TRUST INDENTURE INDENTURE
ACT SECTION SECTION
----------- -------
<S> <C>
Section 310 (a) (1), (2) and (5) . . . . . . . . . . . . . . Not Applicable
(a) (3). . . . . . . . . . . . . . . . . . . . . Not Applicable
(a) (4). . . . . . . . . . . . . . . . . . . . . Not Applicable
(b). . . . . . . . . . . . . . . . . . . . . . . 6.8
. . . . . . . . . . . . . . . . . . . . . . . . 6.10
(c). . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 311 (a). . . . . . . . . . . . . . . . . . . . . . . 6.13(a)
(b). . . . . . . . . . . . . . . . . . . . . . . 6.13(b b) (2)
. . . . . . . . . . . . . . . . . . . . . . . 7.3(a) (2)
. . . . . . . . . . . . . . . . . . . . . . . . 7.3(a) (2)
Section 312 (a). . . . . . . . . . . . . . . . . . . . . . . 7.1
. . . . . . . . . . . . . . . . . . . . . . . . 7.2(a)
(b). . . . . . . . . . . . . . . . . . . . . . . 7.2(b)
(c). . . . . . . . . . . . . . . . . . . . . . . 7.2(c)
Section 313 (a). . . . . . . . . . . . . . . . . . . . . . . 7.3(a)
(b). . . . . . . . . . . . . . . . . . . . . . . 7.3(b)
(c). . . . . . . . . . . . . . . . . . . . . . . 7.3(a), 7.3(b)
(d). . . . . . . . . . . . . . . . . . . . . . . 7.3(c)
Section 314 (a) (1), (2) and (3) . . . . . . . . . . . . . . 7.4
(a) (4). . . . . . . . . . . . . . . . . . . . . 10.5
(b). . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c) (1). . . . . . . . . . . . . . . . . . . . . 1.2
(c) (2). . . . . . . . . . . . . . . . . . . . . 1.2
(c) (3). . . . . . . . . . . . . . . . . . . . . Not Applicable
(d). . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e). . . . . . . . . . . . . . . . . . . . . . . 1.2
(f). . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 315 (a). . . . . . . . . . . . . . . . . . . . . . . 6.1(a)
(b). . . . . . . . . . . . . . . . . . . . . . . 6.2

TRUST INDENTURE INDENTURE
ACT SECTION SECTION
----------- -------
<S> <C>
. . . . . . . . . . . . . . . . . . . . . . . . 7.3(a) (6)
(c). . . . . . . . . . . . . . . . . . . . . . . 6.1(b)
(d). . . . . . . . . . . . . . . . . . . . . . . 6.1 (c)
(d) (1). . . . . . . . . . . . . . . . . . . . . 6.1(a) (1)
(d) (2). . . . . . . . . . . . . . . . . . . . . 6.1(c) (2)
(d) (3). . . . . . . . . . . . . . . . . . . . . 6.1(c) (3)
(e). . . . . . . . . . . . . . . . . . . . . . . 5.14
Section 316 (a). . . . . . . . . . . . . . . . . . . . . . . 1.1
(a) (1) (A). . . . . . . . . . . . . . . . . . . 5.12
(a) (1) (B). . . . . . . . . . . . . . . . . . . 5.13
(a) (2). . . . . . . . . . . . . . . . . . . . . Not Applicable
(b). . . . . . . . . . . . . . . . . . . . . . 5.8
(c). . . . . . . . . . . . . . . . . . . . . . . 1.4(f)
Section 317 (a) (1). . . . . . . . . . . . . . . . . . . . . 5.3
(a) (2). . . . . . . . . . . . . . . . . . . . . 5.4
(b). . . . . . . . . . . . . . . . . . . . . . 10.3
Section 318 (a). . . . . . . . . . . . . . . . . . . . . . . 1.7

</TABLE>
- ---------------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Junior Subordinated Indenture.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
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. . . . . . . . . . . . . . . . . . . . . .11
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. . . . . . . . . . . . .14
Section 1.8. EFFECT OF HEADINGS AND TABLE OF CONTENTS.. . . . . . . . .14
Section 1.9. SUCCESSORS AND ASSIGNS.. . . . . . . . . . . . . . . . . .14
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 . . . . . . . . . . . . . . . . . . . . . . . . . .15
Section 2.1. FORMS GENERALLY. . . . . . . . . . . . . . . . . . . . . .15
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. . . . . .22

ARTICLE III THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . .22
Section 3.1. TITLE AND TERMS. . . . . . . . . . . . . . . . . . . . . .22
Section 3.2. DENOMINATIONS. . . . . . . . . . . . . . . . . . . . . . .25
Section 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.. . . . . .25
Section 3.4. TEMPORARY SECURITIES.. . . . . . . . . . . . . . . . . . .26
Section 3.5. REGISTRATION, TRANSFER AND EXCHANGE. . . . . . . . . . . .27
Section 3.6. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.. . . . .28
Section 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.. . . . . .29
Section 3.8. PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . .31
Section 3.9. CANCELLATION.. . . . . . . . . . . . . . . . . . . . . . .31
Section 3.10. COMPUTATION OF INTEREST. . . . . . . . . . . . . . . . . .31
Section 3.11. DEFERRALS OF INTEREST PAYMENT DATES. . . . . . . . . . . .31
Section 3.12. RIGHT OF SET-OFF.. . . . . . . . . . . . . . . . . . . . .32

i
<PAGE>

Section 3.13. AGREED TAX TREATMENT.. . . . . . . . . . . . . . . . . . .33
Section 3.14. SHORTENING OF STATED MATURITY. . . . . . . . . . . . . . .33
Section 3.15. CUSIP NUMBERS. . . . . . . . . . . . . . . . . . . . . . .33

ARTICLE IV SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . .33
Section 4.1. SATISFACTION AND DISCHARGE OF INDENTURE. . . . . . . . . .33
Section 4.2. APPLICATION OF TRUST MONEY.. . . . . . . . . . . . . . . .34

ARTICLE V REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Section 5.1. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . .35
Section 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.. . . .36
Section 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE . . . . . . . . . . . . . . . . . .37
Section 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM.. . . . . . . . . . . . .38
Section 5.5. TRUSTEE MAY ENFORCE CLAIM WITHOUT POSSESSION
OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . .39
Section 5.6. APPLICATION OF MONEY COLLECTED.. . . . . . . . . . . . . .39
Section 5.7. LIMITATION ON SUITS. . . . . . . . . . . . . . . . . . . .39
Section 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST; DIRECT ACTION
BY HOLDERS OF PREFERRED SECURITIES.. . . . . . . . . . . .40
Section 5.9. RESTORATION OF RIGHTS AND REMEDIES.. . . . . . . . . . . .40
Section 5.10. RIGHTS AND REMEDIES CUMULATIVE.. . . . . . . . . . . . . .41
Section 5.11. DELAY OR OMISSION NOT WAIVER.. . . . . . . . . . . . . . .41
Section 5.12. CONTROL BY HOLDERS.. . . . . . . . . . . . . . . . . . . .41
Section 5.13. WAIVER OF PAST DEFAULTS. . . . . . . . . . . . . . . . . .42
Section 5.14. UNDERTAKING FOR COSTS. . . . . . . . . . . . . . . . . . .42
Section 5.15. WAIVER OF USURY, STAY OR EXTENSION LAWS. . . . . . . . . .42

ARTICLE VI THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Section 6.1. CERTAIN DUTIES AND RESPONSIBILITIES. . . . . . . . . . . .43
Section 6.2. NOTICE OF DEFAULTS . . . . . . . . . . . . . . . . . . . .44
Section 6.3. CERTAIN RIGHTS OF TRUSTEE. . . . . . . . . . . . . . . . .44
Section 6.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.. . . . . . . . . . . . . . . . . . . . . . . .45
Section 6.5. MAY HOLD SECURITIES. . . . . . . . . . . . . . . . . . . .45
Section 6.6. MONEY HELD IN TRUST. . . . . . . . . . . . . . . . . . . .46
Section 6.7. COMPENSATION AND REIMBURSEMENT.. . . . . . . . . . . . . .46
Section 6.8. DISQUALIFICATION; CONFLICTING INTERESTS. . . . . . . . . .47
Section 6.9. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. . . . . . . . . .47
Section 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. . . . .47
Section 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.. . . . . . . . . .49
Section 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. . . . . . . . . . . . . . . . . . . . . . . .50
Section 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. . . . .50
Section 6.14. APPOINTMENT OF AUTHENTICATING AGENT. . . . . . . . . . . .50

ii
<PAGE>

ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY . . . . . . . .52
Section 7.1. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES
OF HOLDERS.. . . . . . . . . . . . . . . . . . . . . . . .52
Section 7.2. PRESERVATION OF INFORMATION, COMMUNICATIONS TO
HOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . .52
Section 7.3. REPORTS BY TRUSTEE.. . . . . . . . . . . . . . . . . . . .53
Section 7.4. REPORTS BY COMPANY.. . . . . . . . . . . . . . . . . . . .53

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER
OR LEASE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
Section 8.1. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . .54
Section 8.2. SUCCESSOR CORPORATION SUBSTITUTED. . . . . . . . . . . . .54

ARTICLE IX SUPPLEMENTAL INDENTURES. . . . . . . . . . . . . . . . . . . . . .55
Section 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.. . . .55
Section 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. . . . . .56
Section 9.3. EXECUTION OF SUPPLEMENTAL INDENTURES.. . . . . . . . . . .58
Section 9.4. EFFECT OF SUPPLEMENTAL INDENTURES. . . . . . . . . . . . .58
Section 9.5. CONFORMITY WITH TRUST INDENTURE ACT. . . . . . . . . . . .58
Section 9.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.. . . .58

ARTICLE X COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Section 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.. . . . . . . .59
Section 10.2. MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . .59
Section 10.3. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST. . . . . .59
Section 10.4. STATEMENT AS TO COMPLIANCE.. . . . . . . . . . . . . . . .61
Section 10.5. WAIVER OF CERTAIN COVENANTS. . . . . . . . . . . . . . . .61
Section 10.6. ADDITIONAL SUMS. . . . . . . . . . . . . . . . . . . . . .61
Section 10.7. ADDITIONAL COVENANTS.. . . . . . . . . . . . . . . . . . .62

ARTICLE XI REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . .63
Section 11.1. APPLICABILITY OF THIS ARTICLE. . . . . . . . . . . . . . .63
Section 11.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE. . . . . . . . . . .63
Section 11.3. SELECTION OF SECURITIES TO BE REDEEMED.. . . . . . . . . .63
Section 11.4. NOTICE OF REDEMPTION.. . . . . . . . . . . . . . . . . . .64
Section 11.5. DEPOSIT OF REDEMPTION PRICE. . . . . . . . . . . . . . . .65
Section 11.6. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. . . . . . . .65
Section 11.7. RIGHT OF REDEMPTION OF SECURITIES INITIALLY
ISSUED TO A SVB TRUST. . . . . . . . . . . . . . . . . . .65

ARTICLE XII SINKING FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . .66
Section 12.1. APPLICABILITY OF ARTICLE.. . . . . . . . . . . . . . . . .66
Section 12.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. . .66
Section 12.3. REDEMPTION OF SECURITIES FOR SINKING FUND. . . . . . . . .66

iii
<PAGE>

ARTICLE XIII SUBORDINATION OF SECURITIES. . . . . . . . . . . . . . . . . . .68
Section 13.1. SECURITIES SUBORDINATE TO SENIOR AND
SUBORDINATED DEBT. . . . . . . . . . . . . . . . . . . . .68
Section 13.2. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.. . . . . .68
Section 13.3. PRIOR PAYMENT TO SENIOR AND SUBORDINATED DEBT
UPON ACCELERATION OF SECURITIES. . . . . . . . . . . . . .69
Section 13.4. NO PAYMENT WHEN SENIOR AND SUBORDINATED DEBT
IN DEFAULT.. . . . . . . . . . . . . . . . . . . . . . . .70
Section 13.5. PAYMENT PERMITTED IF NO DEFAULT. . . . . . . . . . . . . .71
Section 13.6. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR AND
SUBORDINATED DEBT. . . . . . . . . . . . . . . . . . . . .71
Section 13.7. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. . . . . . . .72
Section 13.8. TRUSTEE TO EFFECTUATE SUBORDINATION. . . . . . . . . . . .72
Section 13.9. NO WAIVER OF SUBORDINATION PROVISIONS. . . . . . . . . . .72
Section 13.10. NOTICE TO TRUSTEE. . . . . . . . . . . . . . . . . . . . .73
Section 13.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT. . . . . . . . . . . . . . . . . . . . .73
Section 13.12. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
AND SUBORDINATED DEBT. . . . . . . . . . . . . . . . . . .74
Section 13.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR AND
SUBORDINATED DEBT; PRESERVATION OF TRUSTEE'S
RIGHTS.. . . . . . . . . . . . . . . . . . . . . . . . . .74
Section 13.14. ARTICLE APPLICABLE TO PAYING AGENTS. . . . . . . . . . . .74
Section 13.15. CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT. . . . . .74
</TABLE>

<PAGE>

JUNIOR SUBORDINATED INDENTURE, dated as of __________ __, 1998, between
SILICON VALLEY BANCSHARES, a California corporation (hereinafter called the
"Company") having its principal office at 3003 Tasman Drive, Santa Clara,
California 95054, and WILMINGTON TRUST COMPANY, a Delaware banking corporation,
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 business trusts (each a "SVB Trust,"
and, collectively, the "SVB Trusts") of preferred trust interests in such Trusts
(the Preferred Securities") and common interests in 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 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 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

<PAGE>

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 Amended and Restated 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 Amended and Restated 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 and Subordinated
Debt, means all amounts due or to become due on such Senior and Subordinated
Debt less, if applicable, any amount which would have been paid to, and retained
by, the holders of such Senior and Subordinated Debt (whether as a result of the
receipt of payments by the holders of such Senior and Subordinated Debt from the
Company or any other obligor thereon or from any holders of, or trustee in
respect of, other indebtedness that is subordinate and junior in right of
payment to such Senior and

2
<PAGE>

Subordinated Debt pursuant to any provision of such indebtedness for the payment
over of amounts received on account of such indebtedness to the holders of such
Senior and Subordinated Debt or otherwise) but for the fact that such Senior and
Subordinated Debt is subordinate or junior in right of payment to (or subject to
a requirement that amounts received on such Senior and Subordinated Debt be paid
over to obligees on) trade accounts payable or accrued liabilities arising in
the ordinary course of business.

"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.

"COMMON SECURITIES" has the meaning specified in the first recital of this
Indenture.

3
<PAGE>

"COMMON STOCK" means the common stock, no par value, 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,
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, (i) every
obligation of such Person for money borrowed; (ii) 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; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) 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); (v) every capital lease obligation of such Person; (vi) 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 (vii) every obligation of the
type referred to in clauses (i) through (vi) 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.

4
<PAGE>

"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 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.

"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.

"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

5
<PAGE>

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.

"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).

"OPINION OF COUNSEL" means a written opinion of counsel, who may be counsel
for the Company, but not 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

6
<PAGE>

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 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.

7
<PAGE>

"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, unless otherwise provided
pursuant to Section 3.1 with respect to Securities of a series, (i) in the case
of Securities of a series represented by one or more Global Securities, the
Business Day next preceding such Interest Payment Date and (ii) in the case of
Securities of a series not represented by one or more Global Securities, the
date which is fifteen days next preceding such Interest Payment Date (whether or
not a Business Day).

"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 AND SUBORDINATED 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 and Subordinated 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, and (d) any Securities.

"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

8
<PAGE>

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.

"TAX EVENT" means the receipt by the Company and the SVB Trust of an
Opinion of Counsel (as defined in the relevant SVB 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 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 (i) 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,
(ii) 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 (iii) 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" has the meaning specified in the first recital of this Indenture.

"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.
Sections 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."

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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.

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

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<PAGE>

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 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.

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<PAGE>

(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 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

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<PAGE>

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 10.6, 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.

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.

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<PAGE>

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.

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.

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 and Subordinated 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,

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<PAGE>

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 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.:

15
<PAGE>

SILICON VALLEY BANCSHARES, a corporation organized and existing under the
laws of California (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 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 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

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<PAGE>

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), or (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 (if such guarantee ranks PARI PASSU in all respects
with or junior in interest to this Security) (other than (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 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 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 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.]

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<PAGE>

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 and Subordinated
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 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.

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.

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<PAGE>

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 _____________, 1998, 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], 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.]

[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, 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.

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<PAGE>

[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 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.]

[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

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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 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 it is intended that this Security constitute 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."

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<PAGE>

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.

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

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<PAGE>

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;

(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;

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<PAGE>

(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;

(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 and
Subordinated Debt as provided in Article XIII.

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<PAGE>

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 President
or one of its Vice Presidents under its corporate seal reproduced or impressed
thereon 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,

(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

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<PAGE>

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 of the preceding
paragraph, 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 such preceding paragraph 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, 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.

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<PAGE>

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.

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

27
<PAGE>

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.

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 save
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.

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<PAGE>

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 save 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 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

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<PAGE>

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.

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.

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<PAGE>

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 which 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 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),

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<PAGE>

(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 (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 or employees) or (iii) 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 earlier 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 give notice of the Company's election to begin a new Extension Period to
the holders of the Securities. There is no limitation on the number of times
that the Company may elect to begin an Extension Period.

The Trustee shall promptly give notice of the Company's election to begin
any such Extension Period to the Holders of the Outstanding Securities of such
series.

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 it is intended that such
Security constitute 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 Junior Subordinated
Debentures, 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

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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 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

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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.

ARTICLE V

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

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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 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:

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(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

(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 non-payment 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 (as defined in the Trust Agreement
under which such SVB Trust is formed) 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

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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
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.

(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

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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 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:

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(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

(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 5.8. UNCONDITIONAL 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, any holder
of the corresponding series of Preferred Securities issued by such SVB Trust
shall have the right, upon the occurrence 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
(as defined in the Trust Agreement under which such SVB Trust is formed) of such
Preferred Securities of the corresponding series held by such holder.

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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 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

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(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 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, 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 10% 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.

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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.

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; but 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;

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(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.

(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,

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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 party 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 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.

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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 (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 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
Agreement.

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

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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 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 the successor Trustee under Section 6.11.

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(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,

then, in any such case, (i) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to all Securities, or
(ii) 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

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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 indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) 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,
(2) 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
(3) 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

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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 all 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
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 3.6, 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

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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 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:

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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 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.

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(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 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 or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, 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 happened 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

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be discharged from all obligations and covenants under the Indenture and the
Securities and may be dissolved and liquidated.

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,
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, 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

(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,

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<PAGE>

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 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,

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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 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 preference 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.

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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 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 SUPPLEMENTAL INDENTURES.

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 where 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 other
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

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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 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 (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 (c) redeem, purchase or acquire less
than all of the Securities of such series or any of the Preferred Securities
if at such time (i) there shall have occurred an Event of Default with
respect to the Securities of such series, (ii) 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 (iii) 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 (i) 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, (ii) not to voluntarily terminate, wind-up or liquidate
such SVB Trust, except (a) in connection with a distribution of the Securities
of such series to the holders of Trust Securities in liquidation of such SVB
Trust or (b) in connection with certain mergers, consolidations or amalgamations
permitted by the related Trust Agreement and (iii) 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.

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

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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 thirtieth day, and not earlier than the sixtieth 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

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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.

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

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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
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

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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 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 AND SUBORDINATED 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 and Subordinated Debt.

Section 13.2. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (each such event, if any, herein
sometimes referred to as a "Proceeding"), then the holders of Senior and
Subordinated Debt shall be entitled to receive payment in full of Allocable
Amounts of such Senior and Subordinated 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 and Subordinated 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 and

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Subordinated 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.

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 and Subordinated 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 and Subordinated Debt, and if such
fact shall, at or prior to the time of such payment or distribution, have been
made known to the Trustee or, as the case may be, such Holder, 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 and
Subordinated Debt remaining unpaid, to the extent necessary to pay all Allocable
Amounts of all Senior and Subordinated Debt in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior and
Subordinated 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 and Subordinated Debt to
substantially the same extent as the Securities are so subordinated as provided
in this Article XIII. 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 sale 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, or sale comply with the conditions set forth in Article
VIII.

Section 13.3. PRIOR PAYMENT TO SENIOR AND SUBORDINATED 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 and
Subordinated 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 and Subordinated 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
and Subordinated Debt, before the Holders of the Securities are entitled to
receive any payment or distribution of any kind or character,

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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 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, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, 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 AND SUBORDINATED DEBT IN DEFAULT.

(a) In the event and during the continuation of any default in the payment
of principal of (or premium, if any) or interest on any Senior and Subordinated
Debt, or in the event that any event of default with respect to any Senior and
Subordinated Debt shall have occurred and be continuing and shall have resulted
in such Senior and Subordinated Debt becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable,
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, or (b) in the event any judicial proceeding shall be pending with
respect to any such default in payment or such event or default, 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 and Subordinated
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.

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or, as the case may be, such Holder, 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.

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 AND SUBORDINATED DEBT.

Subject to the payment in full of all amounts due or to become due on all
Senior and Subordinated Debt, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior and
Subordinated Debt, the Holders of the Securities shall be subrogated to the
extent of the payments or distributions made to the holders of such Senior and
Subordinated 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 and Subordinated Debt of the Company to
substantially the same extent as the Securities are subordinated to the Senior
and Subordinated Debt and is entitled to like rights of subrogation by reason of
any payments or distributions made to holders of such Senior and Subordinated
Debt) to the rights of the holders of such Senior and Subordinated Debt to
receive payments and distributions of cash, property and securities applicable
to the Senior and Subordinated 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 and
Subordinated 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 and Subordinated Debt by Holders of the Securities or the
Trustee shall, as among the Company, its creditors other than holders of Senior
and Subordinated 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 and
Subordinated Debt.

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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 and Subordinated 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 terms; 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 and Subordinated 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 Proceeding, subject to the rights,
if any, under this Article XIII of the holders of Senior and Subordinated 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 and Subordinated
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 and Subordinated 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 and Subordinated Debt, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior and Subordinated Debt, or otherwise amend or supplement in any
manner Senior and Subordinated Debt or any instrument evidencing the same or any
agreement under which Senior and Subordinated Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise

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securing Senior and Subordinated Debt; (iii) release any Person liable in any
manner for the collection of Senior and Subordinated Debt; and (iv) 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 and Subordinated 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 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 and Subordinated Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior and Subordinated
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 and Subordinated 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 and Subordinated 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

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the Persons entitled to participate in such payment or distribution, the holders
of the Senior and Subordinated 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 AND SUBORDINATED
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 and Subordinated 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 and
Subordinated Debt shall be entitled by virtue of this Article or otherwise.

Section 13.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR AND SUBORDINATED 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 and Subordinated Debt
which may at any time be held by it, to the same extent as any other holder of
Senior and Subordinated Debt, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

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 and
Subordinated 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.

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* * * *

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 parties 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 first above written.

SILICON VALLEY BANCSHARES

By:
-------------------------------
Its:
-----------------------------

Attest:

By:
-------------------------------
Its:
------------------------------

WILMINGTON TRUST COMPANY,
as Trustee

By:
-------------------------------
Its:
-----------------------------

Attest:

By:
-------------------------------
Its:
------------------------------

<PAGE>

[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 JUNIOR SUBORDINATED 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 ___________, 2028

CUSIP NO.: ________

REGISTERED NO. ____________ PRINCIPAL AMOUNT: $___________

Silicon Valley Bancshares, a corporation organized and existing under
the laws of California (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, as Property
Trustee, 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 __________, 2028; provided that the Company may shorten the
Stated Maturity of the principal of this Security to a date not earlier than
__________, 2003. The Company further promises to pay interest on said
principal sum from the date of original issuance or from the most recent
interest

1
<PAGE>

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 15th day of _______, _______, _______ and _______ of
each year commencing __________ __, 1998 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 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

2
<PAGE>

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 (if such guarantee ranks PARI PASSU in all respects
with or junior in interest to this Security) (other than (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 I, 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 I 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

3
<PAGE>

prior payment in full of all Senior and Subordinated 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 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.

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

SILICON VALLEY BANCSHARES

By:
-------------------------------
Name:
Title:

Attest:

- -----------------------------------
Name:
Title:

4
<PAGE>

[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 ___________, 1998
(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 ____________, 1998, as
amended (the "Trust Agreement"), for SVB Capital I 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 __________,
2003, 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, 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.

5
<PAGE>

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 I, 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 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

6
<PAGE>

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 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 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.

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

Dated: _________, 1998

WILMINGTON TRUST COMPANY
as Trustee

By:
----------------------------
Authorized Officer

<PAGE>

EXHIBIT 4.4
-----------

CERTIFICATE OF TRUST

SVB CAPITAL I

THIS CERTIFICATE OF TRUST of SVB Capital I (the "Trust"), dated April 28,
1998, is being duly executed and filed by the undersigned, as trustees, to form
a business trust under the Delaware Business Trust Act (12 Del. C. (Section)
3801 et seq.).

1. NAME. The name of the business trust being formed hereby is SVB Capital
I.

2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware are Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration.

3. EFFECTIVE DATE. This Certificate of Trust shall be effective upon its
filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.

WILMINGTON TRUST COMPANY
as Trustee

By: /s/ Patricia A. Evans
----------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer

/s/ Barbara B. Kamm
-------------------------------------
Barbara B. Kamm,
Administrative Trustee

/s/ Christopher T. Lutes
------------------------------------
Christopher T. Lutes,
Administrative Trustee

/s/ David Jaques
------------------------------------
David Jaques,
Administrative Trustee

<PAGE>

TRUST AGREEMENT

This TRUST AGREEMENT, dated as of April 28, 1998 (this "Trust
Agreement"), among Silicon Valley Bancshares, a California corporation (the
"Depositor"), (ii) Wilmington Trust Company, a Delaware banking corporation, as
trustee (the "Delaware Trustee"), and (iii) Barbara B. Kamm, Christopher T.
Lutes and David Jaques, 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 I" 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 business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, ET SEQ.
(the "Business 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 I."

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, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), 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, of the Trust Preferred Securities
of the Trust and possibly certain other securities and (b) 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

1
<PAGE>

registration of the Trust Preferred Securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) 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; (iii) 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 (iv) 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 (i), (ii) and (iii) 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
Barbara B. Kamm, Christopher T. Lutes and David Jaques, each as Trustees and not
in their individual capacities, hereby constitutes and appoints Barbara B. Kamm,
Christopher T. Lutes and David Jaques, 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
Business Trust 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

2
<PAGE>

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).

3
<PAGE>

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/ Barbara B. Kamm
--------------------------------------------------
Name: Barbara B. Kamm
Title: Executive Vice President

WILMINGTON TRUST COMPANY
as Trustee

By: /s/ Patricia A. Evans
--------------------------------------------------
Name: Patricia A. Evans
Title: Financial Services Officer

By:/s/ Barbara B. Kamm
--------------------------------------------------
Barbara B. Kamm, as Administrative Trustee

By:/s/ Christopher T. Lutes
--------------------------------------------------
Christopher T. Lutes, as Administrative Trustee

By:/s/ David Jaques
--------------------------------------------------
David Jaques, as Administrative Trustee

<PAGE>

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 ___________, 1998

<PAGE>

SVB CAPITAL I

Certain Sections of this Trust Agreement relating to
Sections 310 through 318 of the
Trust Indenture Act of 1939:

Trust Indenture Trust Agreement
Act Section Section
---------------- ---------------
<S> <C>
(Section) 310 (a) (1) 8.7
(a) (2) 8.7
(a) (3) 8.7
(a) (4) 2.7 (a) (ii)
(b)
(Section) 311 (a) 8.13
(b) 8.13
(Section) 312 (a) 5.7
(b) 5.7
(c) 5.7
(Section) 313 (a) 8.14 (a)
(a) (4) 8.14 (b)
(b) 8.14 (b)
(c) 10.8
(d) 8.14 (c)
(Section) 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
(Section) 315 (a) 8.1 (a), 8.3 (a)
(b) 8.2, 10.8
(c) 8.1 (a)
(d) 8.1, 8.3
(e) Not Applicable
(Section) 316 (a) Not Applicable
(a) (1) (A) Not Applicable
(a) (1) (B) Not Applicable
(a) (2) Not Applicable
(b) 5.14
(c) 6.7
(Section) 317 (a) (1) Not Applicable
(a) (2) Not Applicable
(b) 5.9
(Section) 318 (a) 10.10
</TABLE>

- ---------------
Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Trust Agreement.

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

PAGE
----
<S> <C>
ARTICLE I. DEFINED TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II. ESTABLISHMENT OF THE TRUST. . . . . . . . . . . . . . . . . . . .11
Section 2.1. NAME . . . . . . . . . . . . . . . . . . . . . . . . . . .11
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 . . . . . . . . . . . . . . . . . .12
Section 2.6. DECLARATION OF TRUST . . . . . . . . . . . . . . . . . . .12
Section 2.7. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS . . . . .12
Section 2.8. ASSETS OF TRUST. . . . . . . . . . . . . . . . . . . . . .16
Section 2.9. TITLE TO TRUST PROPERTY. . . . . . . . . . . . . . . . . .16

ARTICLE III. PAYMENT ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . .16
Section 3.1. PAYMENT ACCOUNT. . . . . . . . . . . . . . . . . . . . . .16

ARTICLE IV. DISTRIBUTIONS; REDEMPTION . . . . . . . . . . . . . . . . . . . .17
Section 4.1. DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . .17
Section 4.2. REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . .18
Section 4.3. SUBORDINATION OF COMMON SECURITIES . . . . . . . . . . . .19
Section 4.4. PAYMENT PROCEDURES . . . . . . . . . . . . . . . . . . . .20
Section 4.5. TAX RETURNS AND REPORTS. . . . . . . . . . . . . . . . . .20
Section 4.6. PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST. . . . . . . .21
Section 4.7. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS . .21

ARTICLE V. TRUST SECURITIES CERTIFICATES. . . . . . . . . . . . . . . . . . .21
Section 5.1. INITIAL OWNERSHIP. . . . . . . . . . . . . . . . . . . . .21
Section 5.2. THE TRUST SECURITIES CERTIFICATES. . . . . . . . . . . . .21
Section 5.3. EXECUTION AND DELIVERY OF TRUST
SECURITIES CERTIFICATES. . . . . . . . . . . . . . . . . .22
Section 5.4. REGISTRATION OF TRANSFER AND EXCHANGE OF
PREFERRED SECURITIES CERTIFICATES. . . . . . . . . . . . .22
Section 5.5. MUTILATED, DESTROYED, LOST OR STOLEN TRUST
SECURITIES CERTIFICATES. . . . . . . . . . . . . . . . . .23
Section 5.6. PERSONS DEEMED SECURITYHOLDERS . . . . . . . . . . . . . .23
Section 5.7. ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES . .23
Section 5.8. MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . .24
Section 5.9. APPOINTMENT OF PAYING AGENT. . . . . . . . . . . . . . . .24
Section 5.10. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR. . . . . . . .25
Section 5.11. BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES;
COMMON SECURITIES CERTIFICATE. . . . . . . . . . . . . . .25
Section 5.12. NOTICES TO CLEARING AGENCY . . . . . . . . . . . . . . . .26

<PAGE>

PAGE
----

Section 5.13. DEFINITIVE PREFERRED SECURITIES CERTIFICATES . . . . . . .26
Section 5.14. RIGHTS OF SECURITYHOLDERS. . . . . . . . . . . . . . . . .26

ARTICLE VI. ACTS OF SECURITYHOLDERS; MEETINGS; VOTING . . . . . . . . . . . .29
Section 6.1. LIMITATIONS ON VOTING RIGHTS . . . . . . . . . . . . . . .29
Section 6.2. NOTICE OF MEETINGS . . . . . . . . . . . . . . . . . . . .30
Section 6.3. MEETINGS OF PREFERRED SECURITYHOLDERS. . . . . . . . . . .30
Section 6.4. VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . .30
Section 6.5. PROXIES, ETC.. . . . . . . . . . . . . . . . . . . . . . .30
Section 6.6. SECURITYHOLDER ACTION BY WRITTEN CONSENT . . . . . . . . .31
Section 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES. . . . . . . . .31
Section 6.8. ACTS OF SECURITYHOLDERS. . . . . . . . . . . . . . . . . .31
Section 6.9. INSPECTION OF RECORDS. . . . . . . . . . . . . . . . . . .32

ARTICLE VII. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . .32
Section 7.1. REPRESENTATIONS AND WARRANTIES OF THE BANK . . . . . . . .32
Section 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR. . . . . . . .34

ARTICLE VIII. THE TRUSTEES. . . . . . . . . . . . . . . . . . . . . . . . . .34
Section 8.1. CERTAIN DUTIES AND RESPONSIBILITIES. . . . . . . . . . . .34
Section 8.2. CERTAIN NOTICES. . . . . . . . . . . . . . . . . . . . . .35
Section 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE . . . . . . . . . . . .36
Section 8.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES . . . . . . . . . . . . . . . . . . . . . . . .38
Section 8.5. MAY HOLD SECURITIES. . . . . . . . . . . . . . . . . . . .38
Section 8.6. COMPENSATION; INDEMNITY; FEES. . . . . . . . . . . . . . .38
Section 8.7. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY
OF TRUSTEES. . . . . . . . . . . . . . . . . . . . . . . .39
Section 8.8. CONFLICTING INTERESTS. . . . . . . . . . . . . . . . . . .40
Section 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE . . . . . . . . . . . . .40
Section 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. . . . .41
Section 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR . . . . . . . . . .43
Section 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. . . . . . . . . . . . . . . . . . . . . . . .43
Section 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
DEPOSITOR OR TRUST . . . . . . . . . . . . . . . . . . . .43
Section 8.14. REPORTS BY PROPERTY TRUSTEE. . . . . . . . . . . . . . . .44
Section 8.15. REPORTS TO THE PROPERTY TRUSTEE. . . . . . . . . . . . . .45
Section 8.16. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT . . . . .45
Section 8.17. NUMBER OF TRUSTEES . . . . . . . . . . . . . . . . . . . .45
Section 8.18. DELEGATION OF POWER. . . . . . . . . . . . . . . . . . . .46
Section 8.19. VOTING . . . . . . . . . . . . . . . . . . . . . . . . . .46

ARTICLE IX. DISSOLUTION, LIQUIDATION AND MERGER. . . . . . . . . . . . . . . .46
Section 9.1. DISSOLUTION UPON EXPIRATION DATE . . . . . . . . . . . . .46
Section 9.2. EARLY DISSOLUTION. . . . . . . . . . . . . . . . . . . . .46
Section 9.3. DISSOLUTION. . . . . . . . . . . . . . . . . . . . . . . .47

<PAGE>

PAGE
----

Section 9.4. LIQUIDATION. . . . . . . . . . . . . . . . . . . . . . . .47
Section 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
REPLACEMENTS OF THE TRUST. . . . . . . . . . . . . . . . .48

ARTICLE X. MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . .49
Section 10.1. LIMITATION OF RIGHTS OF SECURITYHOLDERS. . . . . . . . . .49
Section 10.2. AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . .50
Section 10.3. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . .51
Section 10.4. SEPARABILITY . . . . . . . . . . . . . . . . . . . . . . .51
Section 10.5. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . .51
Section 10.6. PAYMENTS DUE ON NON-BUSINESS DAY . . . . . . . . . . . . .51
Section 10.7. SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . .51
Section 10.8. HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . .52
Section 10.9. REPORTS, NOTICES AND DEMANDS . . . . . . . . . . . . . . .52
Section 10.10. AGREEMENT NOT TO PETITION. . . . . . . . . . . . . . . . .52
Section 10.11. TRUST INDENTURE ACT; CONFLICT WITH TRUST
INDENTURE ACT. . . . . . . . . . . . . . . . . . . . . . .53
Section 10.12. ACCEPTANCE OF TERMS OF TRUST AGREEMENT,
GUARANTEE AND INDENTURE. . . . . . . . . . . . . . . . . .54

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
EXHIBIT B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57
EXHIBIT C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62
EXHIBIT D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
EXHIBIT E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67
</TABLE>

<PAGE>

AMENDED AND RESTATED TRUST AGREEMENT (this "Trust Agreement"), dated as of
___________, 1998, among (i) Silicon Valley Bancshares, a California corporation
(including any successors or assigns, the "Depositor"), (ii) Wilmington Trust
Company, a Delaware banking corporation duly organized and existing under the
laws of the State of Delaware, 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, a
Delaware banking corporation organized under the laws of the State of Delaware,
as Delaware trustee (the "Delaware Trustee"), (iv) ______________, an
individual, ________________, an individual, and _______________, 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 business trust
pursuant to the Delaware Business Trust Act by the entering into this certain
Trust Agreement, dated as of April __, 1998 (the "Original Trust Agreement"),
and by the execution and filing by the Delaware Trustee with the Secretary of
State of the State of Delaware of the Certificate of Trust, filed on
___________, 1998, 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, (i) the issuance of the Common Securities by the Trust to the Depositor,
(ii) the issuance and sale of the Preferred Securities by the Trust pursuant to
the Underwriting Agreement, (iii) the acquisition by the Trust from the
Depositor of all of the right, title and interest in the Debentures and (iv) 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;

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<PAGE>

(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; and

(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.

"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

2
<PAGE>

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
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 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,
substantially in the form attached as Exhibit B, 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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<PAGE>

"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, as amended, 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 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 SECURITIES CERTIFICATE" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit C.

"CORPORATE TRUST OFFICE" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration, and (ii) when used with respect to the Debenture
Trustee, the principal office of the Debenture Trustee located at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, 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, a Delaware banking
corporation organized under the laws of the State of Delaware 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.

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<PAGE>

"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 provided in Section 5.11(a) and (b)
Preferred Securities Certificates issued in certificated, fully registered form
as provided in Section 5.13.

"DELAWARE BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. (Section) 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; 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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<PAGE>

"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 D, as amended from time to time.

"EXPIRATION DATE" has the meaning specified in Section 9.1.

"GUARANTEE" means the Guarantee Agreement 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 _________,
1998, 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 the occurrence 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 (a
"Change in Investment Company Act Law"), 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 Investment Company Act, which Change in
Investment Company Act Law 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.

6
<PAGE>

"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).

"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, 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 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

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<PAGE>

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

(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 (a) 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 (b) 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.

"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.

"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 SECURITIES CERTIFICATE" means a certificate evidencing ownership
of Preferred Securities, substantially in the form attached as Exhibit E.

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<PAGE>

"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, plus the 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 Business 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 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 (i) the Trust is, or will be within 90 days after the
date of such Opinion of Counsel will become subject to United States Federal
income tax with respect to income received or accrued on the Debentures, (ii)
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
(iii) the Trust is, or will be within 90 days after the date of such Opinion of
Counsel become, subject to more than a DE MINIMIS amount of other taxes, duties
or other governmental charges.

"TRUST" means the Delaware business trust created and continued hereby and
identified on the cover page to this Trust Agreement.

"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 (i) all exhibits hereto and (ii) 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

9
<PAGE>

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 each of the Underwriters named in the Underwriting
Agreement.

"UNDERWRITING AGREEMENT" means that certain Underwriting Agreement dated as
of ____________, 1998, among the Trust, the Depositor, and BT Alex. Brown
Incorporated, Keefe, Bruyette & Woods, Inc. and Hoefer & Arnett, Inc., as the
Underwriters.

ARTICLE II.

ESTABLISHMENT OF THE TRUST

SECTION 2.1. NAME.

The Trust continued hereby shall be known as "SVB Capital I," 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.

SECTION 2.2. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

The address of the Delaware Trustee in the State of Delaware is c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or
such other address in the State of Delaware as the

10
<PAGE>

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 BT Alex.
Brown Incorporated, as a representative of the Underwriters, 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.
Contemporaneously therewith, 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 (i) the second sentence of Section 2.4 and (ii)
the first sentence of this Section 2.5.

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

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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 Business Trust Act.

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;

(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;

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(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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(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

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execution and filing 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 ________, ______, __________ and ___________ of
each year, commencing on __________, 1998. 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").

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(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 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.

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(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.

(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

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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 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
be 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

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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.

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.

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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 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, 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

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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 accordance with such Person's customary practice. The
Trust shall not be required to (i) 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 (ii) 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.

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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
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 19890-0001, 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

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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 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 8.1 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

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(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
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 (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.

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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 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

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(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, 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(1)
or 5.1(2) 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 or interest 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.

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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 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.

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<PAGE>

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
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.

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

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<PAGE>

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 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.

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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.

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;

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(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 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, 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 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;

(f) there are no proceedings pending or, to the best the Bank's knowledge,
threatened against or affecting 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

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(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.

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:

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(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
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.

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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;

(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, and may include any of its
employees; the Property

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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, 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

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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.

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 willfulness;
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

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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 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.

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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 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

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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.

(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

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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 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 the 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

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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.

SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any Person into which the Property Trustee or the Delaware 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 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.

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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.

SECTION 8.14. REPORTS BY PROPERTY TRUSTEE.

(a) Not later than March 31 of each year commencing with the year
commencing January 1, 1999, 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.

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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.

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
__________, 2029 (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);

(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 Business 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

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to 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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<PAGE>

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 (i)
such successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) 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, (ii) 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, (iii) 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, (iv) 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, (v) 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, (vi) such successor entity has a purpose substantially identical to
that of the Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel 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 Preferred
Securities (including any Successor Securities) in any material respect, and (b)
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 (viii) the Depositor
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. Notwithstanding the foregoing, the Trust
shall not, except with

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<PAGE>

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.

(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

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<PAGE>

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.

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

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<PAGE>

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 [(except as otherwise
provided in Sections 4.1(a) and 4.2(d))], 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:
______________, facsimile number: (408) ___-____. 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 Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington , Delaware
19890-0001; (b) with respect to the Delaware Trustee, to Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust

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<PAGE>

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 I." 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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<PAGE>

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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<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated
Trust Agreement this __ day of __________, 1998.

SILICON VALLEY BANCSHARES SVB CAPITAL I

By:
--------------------------------
Name: ------------------------------
Title: Barbara B. Kamm,
as Administrative Trustee
WILMINGTON TRUST COMPANY,
as Property Trustee

By: ------------------------------
-------------------------------- Christopher T. Lutes,
Name: as Administrative Trustee
Title:

WILMINGTON TRUST COMPANY,
as Delaware Trustee ------------------------------
David Jaques,
By: as Administrative Trustee
--------------------------------
Name:
Title:

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<PAGE>

EXHIBIT A
CERTIFICATE OF TRUST

SVB CAPITAL I

THIS CERTIFICATE OF TRUST of SVB CAPITAL I (the "Trust"), dated __________,
1998, is being duly executed and filed by the undersigned, as trustees, to form
a business trust under the Delaware Business Trust Act (12 Del. C. (Section )
3801 et seq.).

1. NAME. The name of the business trust being formed hereby is SVB CAPITAL
I.

3. EFFECTIVE DATE. This Certificate of Trust shall be effective upon its
filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.

WILMINGTON TRUST COMPANY,
as Trustee

By:
---------------------------
Name:
Title:

------------------------------
Barbara B. Kamm,
Administrative Trustee

------------------------------
Christopher T. Lutes,
Administrative Trustee

------------------------------
David Jaques,
Administrative Trustee

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<PAGE>

EXHIBIT B

The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York 10041-0099

, 1998
- ----------

Attention:
-------------------
General Counsel's Office

Re: SVB CAPITAL I ____% CUMULATIVE TRUST PREFERRED SECURITIES

Ladies and Gentlemen:

The purpose of this letter is to set forth certain matters relating to the
issuance and deposit with The Depository Trust Company ("DTC") of the SVB
CAPITAL I ____% Cumulative Trust Preferred Securities, (the "Trust Preferred
Securities"), of SVB CAPITAL I, a Delaware business trust (the "Issuer"), formed
pursuant to an Amended and Restated Trust Agreement between Silicon Valley
Bancshares ("Silicon") and Wilmington Trust Company, as Property Trustee,
Wilmington Trust Company, as Delaware Trustee, and the Administrative Trustees
named therein. The payment of distributions on the Trust Preferred Securities,
and payments due upon liquidation of the Issuer or redemption of the Trust
Preferred Securities, to the extent the Issuer has funds available for the
payment thereof are guaranteed by Silicon to the extent set forth in a Guarantee
Agreement dated ____________, 1998 by Silicon with respect to the Trust
Preferred Securities. Silicon and the Issuer propose to sell the Trust
Preferred Securities to certain Underwriters (the "Underwriters") pursuant to a
Underwriting Agreement dated ____________, 1998 by and among the Underwriters,
the Issuer and Silicon, and the Underwriters wish to take delivery of the Trust
Preferred Securities through DTC. Wilmington Trust Company is acting as
transfer agent and registrar with respect to the Trust Preferred Securities (the
"Transfer Agent and Registrar").

To induce DTC to accept the Trust Preferred Securities as eligible for
deposit at DTC, and to act in accordance with DTC's rules with respect to the
Trust Preferred Securities, the Issuer, the Transfer Agent and Registrar and DTC
agree among each other as follows:

1. Prior to the closing of the sale of the Trust Preferred Securities to
the Underwriters, which is expected to occur on or about ____________, 1998,
there shall be deposited with DTC one or more global certificates (individually
and collectively, the "Global Certificate") registered in the name

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<PAGE>

of DTC's Trust Preferred Securities nominee, Cede & Co., representing an
aggregate of ____________ Trust Preferred Securities and bearing the following
legend:

Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
the Issuer or its agent for registration of transfer, exchange, or
payment, and any certificate issued is registered in the name of Cede
& Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

2. The Amended and Restated Trust Agreement of the Issuer provides for the
voting by holders of the Trust Preferred Securities under certain limited
circumstances. The Issuer shall establish a record date for such purposes and
shall, to the extent possible, give DTC notice of such record date not less than
15 calendar days in advance of such record date.

3. In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation of
all or any part of the Trust Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice of such event at least 5
business days prior to the effective date of such event.

4. In the event of distribution on, or an offering or issuance of rights
with respect to, the Trust Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount
of and conditions, if any, applicable to the payment of any such distribution or
any such offering or issuance of rights; (b) any applicable expiration or
deadline date, or any date by which any action on the part of the holders of
Trust Preferred Securities is required; and (c) the date any required notice is
to be mailed by or on behalf of the Issuer to holders of Trust Preferred
Securities or published by or on behalf of the Issuer (whether by mail or
publication, the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before the
Publication Date. The Issuer or the Transfer Agent and Registrar will forward
such notice either in a separate secure transmission for each CUSIP number or in
a secure transmission of multiple CUSIP numbers (if applicable) that includes a
manifest or list of each CUSIP number submitted in that transmission. (The
party sending such notice shall have a method to verify subsequently the use of
such means and the timeliness of such notice.) The Publication Date shall be not
less than 30 calendar days nor more than 60 calendar days prior to the payment
of any such distribution or any such offering or issuance of rights with respect
to the Trust Preferred Securities. After establishing the amount of payment to
be made on the Trust Preferred Securities, the Issuer or the Transfer Agent and
Registrar will notify DTC's Dividend Department of such payment 5 business days
prior to payment date. Notices to DTC's Dividend Department by telecopy shall
be sent to (212) 709-1723. Such notices by mail or by any other means shall be
sent to:

<PAGE>

Manager, Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

The Issuer or the Transfer Agent and Registrar shall confirm DTC's receipt
of such telecopy by telephoning the Dividend Department at (212) 709-1270.

5. In the event of a redemption by the Issuer of the Trust Preferred
Securities, notice specifying the terms of the redemption and the Publication
Date of such notice shall be sent by the Issuer or the Transfer Agent and
Registrar to DTC not less than 30 calendar days prior to such event by a secure
means in the manner set forth in paragraph 4. Such redemption notice shall be
sent to DTC's Call Notification Department at (516) 227-4164 or (516) 227-4190,
and receipt of such notice shall be confirmed by telephoning (516) 227-4070.
Notice by mail or by any other means shall be sent to:

Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, New York 11530-4719

6. In the event of any invitation to tender the Trust Preferred Securities,
notice specifying the terms of the tender and the Publication Date of such
notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC by
a secure means and in a timely manner as described in paragraph 4. Notices to
DTC pursuant to this paragraph and notices of other corporate actions (including
mandatory tenders, exchanges and capital changes) shall be sent, unless
notification to another department is expressly provided for herein, by telecopy
to DTC's Reorganization Department at (212) 709-1093 or (212) 709-1094 and
receipt of such notice shall be confirmed by telephoning (212) 709-6884, or by
mail or any other means to:

Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

7. All notices and payment advices sent to DTC shall contain the CUSIP
number or numbers of the Trust Preferred Securities and the accompanying
designation of the Trust Preferred Securities, which, as of the date of this
letter, is "SVB CAPITAL I ____% Cumulative Trust Preferred Securities.

8. Distribution payments or other cash payments with respect to the Trust
Preferred Securities evidenced by the Global Certificate shall be received by
Cede & Co., as nominee of DTC, or its registered assigns in next day funds on
each payment date (or in accordance with existing

<PAGE>

arrangements between the Issuer or the Transfer Agent and Registrar and DTC).
Such payments shall be made payable to the order of Cede & Co., and shall be
addressed as follows:

NDFS Redemption Department
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

9. DTC may by prior written notice direct the Issuer and the Transfer Agent
and Registrar to use any other telecopy number or address of DTC as the number
or address to which notices or payments may be sent.

10. In the event of a conversion, redemption, or any other similar
transaction (e.g., tender made and accepted in response to the Issuer's or the
Transfer Agent and Registrar's invitation) necessitating a reduction in the
aggregate number of Trust Preferred Securities outstanding evidenced by Global
Certificates, DTC, in its discretion: (a) may request the Issuer or the Transfer
Agent and Registrar to issue and countersign a new Global Certificate; or (b)
may make an appropriate notation on the Global Certificate indicating the date
and amount of such reduction.

11. DTC may discontinue its services as a securities depositary with
respect to the Trust Preferred Securities at any time by giving at least 90
days' prior written notice to the Issuer and the Transfer Agent and Registrar
(at which time DTC will confirm with the Issuer or the Transfer Agent and
Registrar the aggregate number of Trust Preferred Securities deposited with it)
and discharging its responsibilities with respect thereto under applicable law.
Under such circumstances, the Issuer may determine to make alternative
arrangements for book-entry settlement for the Trust Preferred Securities, make
available one or more separate global certificates evidencing Trust Preferred
Securities to any Participant having Trust Preferred Securities credited to its
DTC account, or issue definitive Trust Preferred Securities to the beneficial
holders thereof, and in any such case, DTC agrees to cooperate fully with the
Issuer and the Transfer Agent and Registrar, and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

12. In the event that the Issuer determines that beneficial owners of Trust
Preferred Securities shall be able to obtain definitive Trust Preferred
Securities, the Issuer or the Transfer Agent and Registrar shall notify DTC of
the availability of certificates. In such event, the Issuer or the Transfer
Agent and Registrar shall issue, transfer and exchange certificates in
appropriate amounts, as required by DTC and others, and DTC agrees to cooperate
fully with the Issuer and the Transfer Agent and Registrar and to return the
Global Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

13. This letter may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

<PAGE>

Nothing herein shall be deemed to require the Transfer Agent and Registrar
to advance funds on behalf of SVB CAPITAL I.

Very truly yours,

SVB CAPITAL I
(as Issuer)

By:
---------------------------
Name:
Title:

WILMINGTON TRUST COMPANY,
as Trustee, Paying Agent and Registrar

By:
---------------------------
Name:
Title:

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By:
---------------------------
AUTHORIZED OFFICER

<PAGE>

EXHIBIT C

THIS CERTIFICATE IS NOT TRANSFERABLE

CERTIFICATE NUMBER C-1 NUMBER OF COMMON SECURITIES: ______

CERTIFICATE EVIDENCING COMMON SECURITIES

SVB CAPITAL I

____% COMMON SECURITIES
(LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

SVB CAPITAL I, a statutory business 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 an undivided
beneficial interest in the assets 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 ________ __, 1998,
as the same may be amended from time to time (the "Trust Agreement") including
the designation of the terms 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 _____ _____, 1998.

SVB CAPITAL I

By:
---------- ----------- ------- -----

---------- ----------
<PAGE>

ADMINISTRATIVE TRUSTEE

<PAGE>

EXHIBIT D

AGREEMENT AS TO EXPENSES AND LIABILITIES

THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement"), dated as
of _______ __, 1998, between Silicon Valley Bancshares, a California corporation
(the "Company"), and SVB Capital I, a Delaware business 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 _________ __, 1998 as the
same may be amended 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 may be. 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

<PAGE>

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, a Delaware banking corporation, 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 2895 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 the Trust 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.

2
<PAGE>

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 I:
c/o Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054
Facsimile No.: (408) -
--- ----
Attention:
--------------

SILICON VALLEY BANCSHARES
3003 Tasman Drive
Santa Clara, California 95054
Facsimile No.: (408) -
--- ----
Attention:
--------------

3
<PAGE>

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).

4
<PAGE>

THIS AGREEMENT is executed as of the day and year first above written.

SILICON VALLEY BANCSHARES

By:
-------------------------------------
Name:
Title:

SVB CAPITAL I

By:
-------------------------------------

---------------------------
ADMINISTRATIVE TRUSTEE

5
<PAGE>

EXHIBIT E

THIS TRUST PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE
TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS
TRUST PREFERRED SECURITY IS EXCHANGEABLE FOR TRUST PREFERRED SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF
THIS TRUST PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS TRUST PREFERRED
SECURITY 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 TRUST PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (55 WATER STREET, NEW YORK) TO SVB CAPITAL I OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY TRUST
PREFERRED SECURITY 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.

CERTIFICATE NUMBER P-1 NUMBER OF TRUST PREFERRED SECURITIES: _________

CUSIP NO.

-------------

CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES

SVB CAPITAL I

_____% CUMULATIVE TRUST PREFERRED SECURITIES,
(LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)

SVB CAPITAL I, a statutory business trust formed under the laws of the State of
Delaware (the "Trust"), hereby certifies that Cede & Co. (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 I _____% Cumulative
Trust Preferred Securities, (liquidation amount $25 per Trust 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

<PAGE>

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 __________, 1998, as the same may be amended 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
California corporation, and Wilmington Trust Company, a Delaware banking
corporation, as guarantee trustee, dated as of ___________, 1998 (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.

IN WITNESS WHEREOF, an Administrative Trustee of the Trust has executed
this certificate this ___ day of ________, 1998.

SVB CAPITAL I

By:
-------------------------------------

---------------------------
ADMINISTRATIVE TRUSTEE

<PAGE>

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred Security to:

----------------------------------
(Insert assignee's social security or tax identification number)

----------------------------------

----------------------------------
(Insert address and zip code of assignee)

and irrevocably appoints _____________________________________________________
_______________________________________________________________________________,
as agent to transfer this Trust 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 Trust
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
Rule 17Ad-15 of the regulations promulgated under the Securities Exchange Act of
1934, as amended.

<PAGE>

----------------------------------------

GUARANTEE AGREEMENT

BETWEEN

SILICON VALLEY BANCSHARES
(AS GUARANTOR)

AND

WILMINGTON TRUST COMPANY
(AS TRUSTEE)

DATED AS OF

, 1998
----------- ---

----------------------------------------

<PAGE>

TABLE OF CONTENTS

PAGE
<S> <C>
ARTICLE I. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II. TRUST INDENTURE ACT . . . . . . . . . . . . . . . . . . . . . . . 4

SECTION 2.1 TRUST INDENTURE ACT; APPLICATION.. . . . . . . . . . . . . . 4
SECTION 2.2 LIST OF HOLDERS. . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.3 REPORTS BY THE GUARANTEE TRUSTEE.. . . . . . . . . . . . . . 4
SECTION 2.4 PERIODIC REPORTS TO THE GUARANTEE TRUSTEE. . . . . . . . . . 5
SECTION 2.5 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.. . . . . . 5
SECTION 2.6 EVENTS OF DEFAULT; WAIVER. . . . . . . . . . . . . . . . . . 5
SECTION 2.7 EVENT OF DEFAULT; NOTICE.. . . . . . . . . . . . . . . . . . 5
SECTION 2.8 CONFLICTING INTERESTS. . . . . . . . . . . . . . . . . . . . 6

ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE . . . . . . . 6

SECTION 3.1 POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.. . . . . . . . . 6
SECTION 3.2 CERTAIN RIGHTS OF GUARANTEE TRUSTEE. . . . . . . . . . . . . 7
SECTION 3.3 INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE IV. GUARANTEE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 4.1 GUARANTEE TRUSTEE: ELIGIBILITY.. . . . . . . . . . . . . . . 9
SECTION 4.2 APPOINTMENT, REMOVAL AND RESIGNATION OF THE
GUARANTEE TRUSTEE. . . . . . . . . . . . . . . . . . . . .10

ARTICLE V. GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

SECTION 5.1 GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . . .10
SECTION 5.2 WAIVER OF NOTICE AND DEMAND. . . . . . . . . . . . . . . . .10
SECTION 5.3 OBLIGATIONS NOT AFFECTED.. . . . . . . . . . . . . . . . . .11
SECTION 5.4 RIGHTS OF HOLDERS. . . . . . . . . . . . . . . . . . . . . .12
SECTION 5.5 GUARANTEE OF PAYMENT.. . . . . . . . . . . . . . . . . . . .12
SECTION 5.6 SUBROGATION. . . . . . . . . . . . . . . . . . . . . . . . .12
SECTION 5.7 INDEPENDENT OBLIGATIONS. . . . . . . . . . . . . . . . . . .12

ARTICLE VI. COVENANTS AND SUBORDINATION . . . . . . . . . . . . . . . . . . .13

i
<PAGE>

PAGE

SECTION 6.1 SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . .13
SECTION 6.2 PARI PASSU GUARANTEES. . . . . . . . . . . . . . . . . . . .13

ARTICLE VII. CONSOLIDATION, MERGER, CONVEYANCE,TRANSFER OR LEASE. . . . . . .13

SECTION 7.1 GUARANTOR MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.. . .13
SECTION 7.2 SUCCESSOR GUARANTOR SUBSTITUTED. . . . . . . . . . . . . . .14

ARTICLE VIII. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . .14

SECTION 8.1 TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . .14

ARTICLE IX. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .14

SECTION 9.1 SUCCESSORS AND ASSIGNS.. . . . . . . . . . . . . . . . . . .14
SECTION 9.2 AMENDMENTS.. . . . . . . . . . . . . . . . . . . . . . . . .14
SECTION 9.3 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .15
SECTION 9.4 BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . .16
SECTION 9.5 INTERPRETATION.. . . . . . . . . . . . . . . . . . . . . . .16
SECTION 9.6 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . .16
</TABLE>

ii
<PAGE>

CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>

Section of Trust Section of
Indenture Act of 1939, as Amended Guarantee Agreement
- --------------------------------- -------------------
<S> <C>
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
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)

</TABLE>

- --------------------
* This Cross-Reference Table does not constitute part of the Guarantee
Agreement and shall not affect the interpretation of any of its terms or
provisions.

<PAGE>

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT, dated as of _________ ___, 1998, is executed and
delivered by SILICON VALLEY BANCSHARES, a California corporation (the
"Guarantor") having its principal office at 3003 Tasman Drive, Santa Clara,
California, 95054, and WILMINGTON TRUST COMPANY, a Delaware banking corporation,
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 I, a
Delaware statutory business trust (the "Trust").

WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of
________ ___, 1998 (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.

1
<PAGE>

"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: (i) 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, (ii) 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 (iii) upon a voluntary or involuntary termination, winding up or
liquidation of the Trust, unless Debentures are distributed to the Holders, the
lesser of (a) the aggregate of the Liquidation Distribution (as defined in the
Trust Agreement) and (b) 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.

2
<PAGE>

"INDENTURE" means the Junior Subordinated Indenture dated as of ________
___, 1998, as supplemented and amended between the Guarantor and Wilmington
Trust Company, as trustee.

"LIST OF HOLDERS" has the meaning specified in Section 2.2(a).

"MAJORITY IN LIQUIDATION AMOUNT OF THE PREFERRED SECURITIES" means, except
as provided by 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 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.

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"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SUCCESSOR GUARANTEE TRUSTEE" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

"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 (a) 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 (b) 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 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 July 15 of each year, commencing on the year beginning
January 1, 1998, 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.

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SECTION 2.4 PERIODIC REPORTS TO THE GUARANTEE TRUSTEE.

The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 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 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 an
Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notices of all Events of Default 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
Event of 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 Event of
Default.

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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.

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(iv) 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

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(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
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.

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(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.

(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

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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.

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 supervising or examining authority, then, for the purposes of this
Section 4.1(a)(ii) and to 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.

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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 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

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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;

(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; or

(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.

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SECTION 5.4 RIGHTS OF HOLDERS.

The Guarantor expressly acknowledges that: (i) this Guarantee will be
deposited with the Guarantee Trustee to be held for the benefit of the Holders;
(ii) the Guarantee Trustee has the right to enforce this Guarantee on behalf of
the Holders; (iii) 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 (iv) 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.

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.

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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 and Subordinated Debt (as defined in the
Indenture) in the same manner as Debentures (as defined in the Trust Agreement).

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.

The Guarantor 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, and no Person shall consolidate with or merge into the Guarantor
or convey, transfer or lease its properties and assets substantially as an
entirety to the Guarantor, unless:

(1) 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;

(2) 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;

(3) 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

(4) 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

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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.

This Guarantee Agreement shall terminate and be of no further force and
effect upon the earliest of (i) full payment of the applicable Redemption Price
of all Preferred Securities, (ii) the distribution of Debentures to the Holders
in exchange for all of the Preferred Securities or (iii) full payment of the
amounts payable in accordance with the Trust Agreement upon liquidation of the
Trust. Notwithstanding the foregoing clauses (i) through (iii), this Guarantee
Agreement will continue to be effective or will be reinstated if it has been
terminated pursuant to one of such clauses (i) through (iii), 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

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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) -
--- ----
Attention:
---------------

(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 I
c/o Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California, 95054

Facsimile No.: (408) -
--- ----
Attention:
---------------

with a copy to:

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001

Facsimile No.: (302) 651-1576
Attention: Corporate Trust Administration

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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;

(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

16
<PAGE>

STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

Silicon Valley Bancshares

By:
-------------------------------
Name:
Title:

Wilmington Trust Company
as Guarantee Trustee

By:
-------------------------------
Name:
Title:

<PAGE>

SILICON VALLEY BANCSHARES

OFFICERS' CERTIFICATE AND COMPANY ORDER
RELATING TO THE
_____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE __________, 2028
OF SILICON VALLEY BANCSHARES

Pursuant to the Indenture dated as of ___________, 1998 (the "Indenture"),
between Silicon Valley Bancshares, a California corporation (the "Company") and
Wilmington Trust Company, as Debenture Trustee (the "Debenture Trustee") and
resolutions adopted by the Pricing Committee of the Company's Board of Directors
on ___________, 1998; this Officers' Certificate is being delivered to the
Debenture Trustee to establish the terms of one series of securities (the
"Securities") in accordance with Section 3.1 of the Indenture, to establish the
form of the Securities of such series in accordance with Section 2.1 of the
Indenture, to request the authentication and delivery of the Securities of such
series pursuant to Section 3.3 of the Indenture and to comply with the
provisions of Section 1.2 of the Indenture. This Officers' Certificate shall be
treated for all purposes under the Indenture as a supplemental indenture
thereto.

All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities, (ii) the form of Securities of such
series, and (iii) authentication of such series of Securities, have been
complied with.

Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to them in the Indenture.

I. ESTABLISHMENT OF SERIES OF SECURITIES PURSUANT TO SECTION 3.1 OF THE
INDENTURE.

There are hereby established pursuant to Section 3.1 of the Indenture a
series of Securities which shall have the following terms:

A. The Securities of such series shall bear the title "_____% Junior
Subordinated Deferrable Interest Debentures Due ____________, 2028."

B. The aggregate principal amount of such series of Securities to be
issued pursuant to this Officers' Certificate and Company Order shall be limited
to $_________ (except for Securities authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of, other
Securities of such series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 of the
Indenture and except for any Securities which, pursuant to Section 3.3 of the
Indenture, are deemed never to have been authenticated and delivered
thereunder).

<PAGE>

C. The date on which the principal of the Securities is due and
payable shall be ______________, 2028.

D. The Securities shall bear interest at the rate of _____% per
annum (based upon a 360-day year of twelve 30-day months), from and including
the date of original issuance or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, payable quarterly in arrears on the 15th day of ________, _______,
________ and _______ in each year (each, an "Interest Payment Date"), commencing
________, 1998, until the principal thereof is paid or made available for
payment. The Business Day next preceding an Interest Payment Date shall be the
"Regular Record Date" for the interest payable on such Interest Payment Date.
Accrued interest that is not paid on such applicable Interest Payment Date will
bear additional interest on the amount thereof (to the extent permitted by law)
at a rate per annum of ______% thereof compounded quarterly.

In addition, so long as no Event of Default with respect to the Securities
has occurred or is continuing, the Company has the right under the Indenture at
any time during the term of such Securities to defer the payment of interest at
any time or from time to time for a period not exceeding 20 consecutive
quarterly periods with respect to each Extension Period, provided that no
Extension Period may extend beyond the Stated Maturity. At the end of such
Extension Period, the Company must pay all interest then accrued and unpaid
(together with interest thereon at the annual rate of _____%, compounded
quarterly, to the extent permitted by applicable law).

E. Principal of and interest on the Securities will be payable, and,
except as provided in Section 3.5 of the Indenture with respect to a Global
Security (as defined below), the transfer of the Securities will be registrable
and Securities will be exchangeable for Securities bearing identical terms and
provisions at the corporate trust office of Wilmington Trust Company in the City
of Wilmington, Delaware.

F. The Securities will be redeemable in whole at any time and in
part from time to time, at the option of the Company at any time on or after
__________, 2003, subject to the Company having received prior regulatory
approval if then so required, at a redemption price equal to the accrued and
unpaid interest on the Securities so redeemed to the date fixed for redemption,
plus 100% of the principal amount thereof.

In addition, upon the occurrence of a Tax Event, an Investment Company
Event or a Capital Treatment Event, the Company may, at its option and subject
to receipt of prior regulatory approval if then required under applicable
capital guidelines or policies, prepay the Securities in whole (but not in part)
at any time within 90 days of the occurrence of such Tax Event, Investment
Company Event or a Capital Treatment Event, at a redemption price equal to the
accrued and unpaid interest on the Securities so redeemed to the date fixed for
redemption, plus 100% of the principal amount thereof.

2
<PAGE>

G. The Company shall not be obligated to redeem or purchase any
Securities pursuant to any sinking fund or analogous provisions or at the option
of the Holder.

H. The Securities will be issued only in fully registered form and
the authorized minimum denomination of the Securities shall be $25.00 and any
integral multiple of $25.00 in excess thereof.

I. The Securities shall be denominated, and payments of principal of
(and premium, if any) and interest on the Securities of such series will be
made, in United States dollars.

J. The Securities shall be subject to the Events of Default
specified in Section 5.1, paragraphs (a) through (e), of the Indenture.

K. The portion of the principal amount of the Securities which shall
be payable upon declaration of acceleration of maturity thereof shall not be
other than the principal amount thereof.

L. The Securities will be issued in fully registered form, without
coupons. The Securities will not be issued in bearer form.

M. The amount of payments of principal of and any premium or
interest on the Securities will not be determined with reference to an index.

N. The Securities shall not be issued in the form of a temporary
Global Security (as defined below).

O. The Securities will initially be deposited with, and on behalf
of, The Depository Trust Company, New York, New York, as Depositary, and will be
represented by a global security (a "Global Security") registered in the name of
a nominee of the Depositary. If, and so long as the Depositary or its nominee
is the registered holder of any Global Security, the Depositary or its nominee,
as the case may be, will be considered the sole Holder of the Securities of such
series represented by such Global Security for all purposes under the Indenture
and the Securities.

P. The Trustee shall be Paying Agent.

Q. The Securities will not be convertible into any other securities
or property of the Company. The Securities of any series may not be exchanged
for Securities of any other series.

3
<PAGE>

R. The Trust Agreement, the Amended and Restated Trust Agreement and
the Guarantee Agreement are in the forms attached hereto as Exhibits A, B, and C
respectively.

S. The Securities are 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 and Subordinated Debt, as provided in the Indenture.

II. ESTABLISHMENT OF FORMS OF SECURITIES PURSUANT TO SECTION 2.1 OF
INDENTURE.

It is hereby established pursuant to Section 2.1 of the Indenture that the
Securities shall be substantially in the form attached as Exhibit D hereto.

III. ORDER FOR THE AUTHENTICATION AND DELIVERY OF SECURITIES PURSUANT TO
SECTION 3.3 OF THE INDENTURE.

It is hereby ordered pursuant to Section 3.3 of the Indenture that the
Trustee authenticate, in the manner provided by the Indenture, Securities in the
aggregate principal amount of $__________ registered in the name of Cede & Co.,
as the nominee of the Depository Trust Company, which Securities have been
heretofore duly executed by the proper officers of the Company and delivered to
you as provided in the Indenture, and to deliver said authenticated Securities
to Wilmington Trust Company or its custodian on __________, 1998.

IV. OTHER MATTERS.

Attached as Exhibit E hereto are true and correct copies of resolutions
adopted by the Pricing Committee of the Board of Directors of the Company at a
meeting on _________, 1998. Attached as Exhibit F hereto are true and correct
copies of resolutions adopted by the Board of Directors of the Company at a
meeting on ___________, 1998. Such resolutions have not been further amended,
modified or rescinded and remain in full force and effect; and such resolutions
(together with this Officers' Certificate) are the only resolutions or other
action adopted by the Company's Board of Directors or any committee thereof or
by any Authorized Officers relating to the offering and sale of the Securities.

The undersigned have read the pertinent sections of the Indenture including
the related definitions contained therein. The undersigned have examined the
resolutions adopted by the Board of Directors and the Pricing Committee of the
Board of Directors of the Company. In the opinion of the undersigned, the
undersigned have made such examination or investigation as is necessary to
enable the undersigned to express an informed opinion as to whether or not the
conditions precedent to the establishment of (i) a series of Securities, (ii)
the forms of such Securities and (iii) authentication of such series of
Securities, contained in the Indenture have been complied with. In the opinion
of the undersigned, such conditions have been complied with.

4
<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Certificate this ___
day of ________ 1998.

SILICON VALLEY BANCSHARES

By:
---------------------------
Name:
Title:

<PAGE>

[MANATT, PHELPS & PHILLIPS, LLP, LETTERHEAD]

EXHIBIT 5.1

May 1, 1998

Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054

RE: REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

We have acted as special counsel to Silicon Valley Bancshares, a
California corporation ("SVB") in connection with the preparation and filing
under the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-3 to be filed with the Securities and Exchange Commission on
or about May 1, 1998 (the "Registration Statement"). The Registration Statement
relates to the offer for sale of 1,600,000 shares of Cumulative Trust Preferred
Securities (the "Trust Preferred Securities") of SVB Capital I ("SVB Capital
I"), a statutory business trust formed at the direction of SVB under the laws of
the State of Delaware, and the guaranty of SVB with respect to the Trust
Preferred Securities (the "Guarantee") and Junior Subordinated Debentures to be
issued by SVB to SVB Capital I in connection with the sale of the Trust
Preferred Securities, and as further described in the Registration Statement
(the "Offering"). As special counsel to SVB, we have been requested to render
this opinion.

For the purpose of rendering the opinions set forth herein, we have
been furnished with and examined only the following documents:

1. The Articles of Incorporation of SVB, certified by the
California Secretary of State as of April 30, 1998;

2. The Bylaws of SVB, certified by the Secretary of SVB as of
May 1, 1998;

3. The Registration Statement;

4. The Form of Guarantee, attached as Exhibit 4.8 to the
Registration Statement;

5. The Form of Junior Subordinated Debenture, attached as
Exhibit 4.3 to the Registration Statement; and

<PAGE>

Silicon Valley Bancshares
May 1, 1998
Page 2

6. Records of the meetings of the Board of Directors of SVB
pertaining to the Offering.

With respect to all of the foregoing documents, we have assumed,
without investigation, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as certified or reproduced copies. We also have
obtained from the officers of SVB such advice as to such factual matters as we
consider necessary for the purpose of this opinion, and insofar as this opinion
is based on such matters of fact, we have relied on such advice.

Based upon the foregoing and subject to receipt of the following
documents or satisfaction of the following conditions:

(a) The order to be issued by the Securities and Exchange
Commission declaring the Registration Statement to be effective;

(b) As required, exemptive orders, permits, licenses or no
action letters issued by the appropriate regulatory or governmental agencies in
the states where the Offering is to be made;

(c) All other conditions and legal requirements necessary to
consummate the transactions contemplated by the Registration Statement; and

(d) The due execution and delivery of the Guarantee and
Indenture; upon which our opinions are expressly conditioned, we are of the
opinion that:

1. SVB has been duly incorporated and is validly existing as a
corporation under the laws of the State of California.

2. The Guarantee, when executed and delivered as contemplated
by the Registration Statement, and the Junior Subordinated Debentures, when
issued and paid for as contemplated by the Registration Statement, will be
validly issued obligations of SVB enforceable in accordance with their terms
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or transfer laws or similar
laws affecting the rights of creditors generally and subject to general
principles of equity, including, but not limited to, concepts of materiality,
reasonableness, good faith and fair dealing and the unavailability of specific
performance or injunctive relief, regardless of whether considered in a
proceeding in equity or at law.

The foregoing opinion is also subject to the following comments and
qualifications:

(a) The enforceability of certain provisions of the Indenture
and the Guarantee may be limited by laws rendering unenforceable the release of
a party from, or the indemnification

<PAGE>

Silicon Valley Bancshares
May 1, 1998
Page 3

of a party against, liability for its own wrongful or negligent acts under
certain circumstances, and indemnification contrary to Federal or state
securities laws and the public policy underlying such laws.

(b) The enforceability of provisions in the Indenture, the
Junior Subordinated Debentures and the Guarantee, to the effect that the terms
may not be waived or modified except in writing, may be limited under certain
circumstances.

(c) We advise you that, under certain circumstances, a guaranty
executed by a corporate shareholder of a corporate borrower may not be enforced
as an obligation separate from the obligation guaranteed if it is determined
that the borrower is merely an alter ego or nominee of the guarantor and that
the "true" borrower is the guarantor. If the guarantor is deemed to be liable
as a primary obligor, it is likely that the guarantor will also be entitled to
the rights and defenses otherwise available to a primary obligor.

(d) We also advise you of California statutory provisions and
case law including defenses set forth in Union Bank v. Gradsky, 265 Cal. App.
2d 40 (1968) and defenses arising from California Civil Code Section 2787 et
seq. relating to suretyship defenses or rights of redemption to the effect
that, in certain circumstances, a surety may be exonerated if the creditor
materially alters the original obligation of the principal without the
consent of the guarantor, elects remedies for default which impairs the
subrogation rights of the guarantor against the principal, or otherwise takes
any action without notifying the guarantor which materially prejudices the
guarantor. However, there is also authority to the effect that a guarantor
may validly waive such rights, if such waivers are expressly set forth in the
guaranty. While we believe that a California court should hold that the
explicit language contained in the Guarantee waiving such rights should be
enforceable, we express no opinion with respect to the effect of (i) any
modification to or amendment of the obligations of the Trust which materially
increases such obligations; (ii) any election of remedies by the Trust
following the occurrence of an event of default; or (iii) any other action by
the Trust which materially prejudices any guarantor, if, in any such
instance, such modification, election or action occurs without notice to any
guarantor and without granting to any guarantor an opportunity to cure any
default by the Trust.

Our opinion expressed herein is limited to those matters expressly
set forth herein, and no opinion may be implied or inferred beyond the matters
expressly stated herein. We hereby disclaim any obligation to notify any person
or entity after the date hereof if any change in fact or law should change our
opinion with respect to any matter set forth in this letter.

This opinion is limited to the current laws of the State of
California, the General Corporation Law of Delaware (the "GCL"), to present
judicial interpretations thereof and to facts as they presently exist. In
rendering this opinion, we have no obligation to revise or supplement it should
the current laws of the State of California or the GCL be changed by legislative
action, judicial decision or otherwise.

<PAGE>

Silicon Valley Bancshares
May 1, 1998
Page 4

Capitalized terms used herein have the meanings ascribed to such
terms in the Registration Statement. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to us
under the caption "Validity of Securities" in the prospectus which is part of
the Registration Statement.

Very truly yours,

/s/ MANATT, PHELPS & PHILLIPS, LLP
-----------------------------------
Manatt, Phelps & Phillips, LLP

<PAGE>

[Richards, Layton & Finger, P.A. LETTERHEAD]

May 1, 1998

SVB Capital I
c/o Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054

Re: Silicon Valley Bancshares and SVB Capital I
-------------------------------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Silicon Valley
Bancshares, a California corporation (the "Company"), and SVB Capital I, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust as filed with the office of
the Secretary of State of the State of Delaware (the "Secretary of State") on
April 29, 1998;

(b) The Trust Agreement of the Trust, dated as of April 28, 1998, as
amended by the Amended and Restated Trust Agreement, (in the form attached as
exhibit 4.6 to the Registration Statement referred to below) (collectively the
"Trust Agreement"), among the Company and the trustees of the Trust named
therein;

(c) The Registration Statement (the "Registration Statement") on Form
S-3, including a prospectus with respect to the Trust (the "Prospectus"),
relating to the Preferred Securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities"), filed by the Company
and the Trust with the Securities and Exchange Commission on or about May 1,
1998; and

(d) A Certificate of Good Standing for the Trust, dated April 30,
1998, obtained from the Secretary of State.

<PAGE>

SVB Capital I
May 1, 1998
Page 2

Initially, capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (d) above. In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (d) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate of Trust are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security was issued by the Trust (collectively, the "Preferred
Security Holders") of a Preferred Securities Certificate for such Preferred
Security and the payment for such Preferred Security, in accordance with the
Trust Agreement and the Registration Statement, and (vii) that the Preferred
Securities are issued and sold to the Preferred Security Holders in accordance
with the Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.

This opinion is limited to the laws of the State of Delaware, and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto.
Our opinions are rendered only with respect to Delaware laws (excluding
securities laws) and rules, regulations and orders thereunder which are
currently in effect.

<PAGE>

SVB Capital I
May 1, 1998
Page 3

Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

2. The Preferred Securities of the Trust represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

3. The Preferred Security Holders, as beneficial owners of the
Trust, are 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. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Validity of Securities" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

<PAGE>

[MANATT, PHELPS & PHILLIPS, LLP, LETTERHEAD]

May 1, 1998

Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054

SVB Capital I
3003 Tasman Drive
Santa Clara, California 95054

RE: CERTAIN FEDERAL INCOME TAX CONSEQUENCES
OF THE PURCHASE AND OWNERSHIP OF CUMULATIVE
TRUST PREFERRED SECURITIES ISSUED BY SVB CAPITAL I

Ladies and Gentlemen:

We have acted as counsel to Silicon Valley Bancshares and its
subsidiaries ("Silicon") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), of a Registration Statement on Form S-3 that is being filed with
the Securities and Exchange Commission on this date (the "Registration
Statement"). The Registration Statement relates to the offer for sale of up to
1,600,000 shares of Cumulative Trust Preferred Securities (the "Trust Preferred
Securities") of SVB Capital I ("SVB Capital I"), a statutory business trust that
has been formed at the direction of Silicon under the laws of the State of
Delaware, the Junior Subordinated Debentures to be issued by Silicon to SVB
Capital I in connection with the sale of the Trust Preferred Securities, and the
Guarantee to be issued by Silicon with respect to the Trust Preferred
Securities.

This opinion letter relates to the material federal income tax
consequences of the purchase and ownership of the Trust Preferred Securities by
investors. All capitalized terms used in this opinion letter and not otherwise
defined herein have the same meaning as set forth in the Registration Statement.

We have examined the Registration Statement, the Amended and Restated
Trust Agreement of SVB Capital I, and such other documents as we have deemed
necessary to render our opinions expressed below. In our examination of such
material, we have relied upon the current and continued accuracy of the factual
matters we have considered, and we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies of documents submitted to us.
In addition, we also have assumed that the transactions related to the issuance
of the Junior

<PAGE>

Silicon Valley Bancshares
SVB Capital I
May 1, 1998
Page 2

Subordinated Debentures, the Trust Preferred Securities and the Guarantee will
be consummated in accordance with the terms and forms of such documents.

For purposes of our opinion, we have assumed the following:

1. All transactions undertaken contemporaneously with, in
anticipation of, in conjunction with, or in any way related to the proposed
offering of Trust Preferred Securities are fully disclosed in the Registration
Statement.

2. There are substantial non-tax business purposes for the offering
of Trust Preferred Securities.

3. Each statement, representation or warranty concerning Silicon,
SVB Capital I, the Junior Subordinated Debentures, the Guarantee, and the Trust
Preferred Securities in the Registration Statement and in the Trust Agreement is
accurate.

4. Tax reporting for the Trust will be consistent with status as a
grantor trust.

5. The differences between the Trust Preferred Securities and the
Common Securities under the Trust are solely to facilitate direct investment in
the assets of the Trust, and the existence of multiple classes of ownership
interests in the Trust is incidental to that purpose. The purpose of the
subordination of the Common Securities is intended as substantially equivalent
to a limited recourse guarantee running from Silicon to the holders of the Trust
Preferred Securities to be coupled with an undivided interest of the holders of
the Trust Preferred Securities in the Junior Subordinated Debentures. The
differences between the two classes are intended solely to give greater security
to holders of Trust Preferred Securities so as to facilitate investment by them
in the assets of the Trust.

6. Upon the completion of the offering of Trust Preferred Securities
and any other borrowings of Silicon reasonably anticipated by Silicon as of the
completion of the offering, the consolidated debt to equity ratio of Silicon
will not be greater than three to one.

7. Silicon and SVB Capital I will treat the Junior Subordinated
Debentures as debt for tax reporting purposes.

Based on the foregoing, and assuming that SVB Capital I will be
maintained in compliance with the terms of the Amended and Restated Trust
Agreement of SVB Capital I, it is our opinion that:

<PAGE>

Silicon Valley Bancshares
SVB Capital I
May 1, 1998
Page 3

(a) SVB Capital I will be classified for United States federal
income tax purposes as a grantor trust and a unit investment trust and
not as an association taxable as a corporation and, as a result, each
beneficial owner of Trust Preferred Securities will be treated as
owning an undivided beneficial interest in the Junior Subordinated
Debentures held by SVB Capital I.

(b) The Junior Subordinated Debentures will be classified for
federal income tax purposes as indebtedness of Silicon.

(c) Except in the case of the occurrence of an Extension Period,
stated interest on the Junior Subordinated Debentures will be included
in income by a holder of Trust Preferred Securities at the time such
interest income is paid or accrued in accordance with the holder's
regular method of tax accounting. If Silicon exercises its right to
defer payments of interest on the Junior Subordinated Debentures
during an Extension Period, beneficial owners of Trust Preferred
Securities will commence reporting interest income with respect to the
Junior Subordinated Debentures under the original issue discount rules
of the Internal Revenue Code of 1986, as amended (the "Code").

(d) Gain or loss will be recognized by a holder of Trust
Preferred Securities on a sale of Trust Preferred Securities
(including a redemption for cash) in an amount equal to the difference
between the amount realized (which for this purpose will exclude
amounts attributable to accrued interest or original issue discount
not previously included in income) and the holder's adjusted tax basis
in the Trust Preferred Securities sold or so redeemed. Gain or loss
recognized by the holder on a sale of Trust Preferred Securities held
for more than one year will generally be taxable as long-term capital
gain or loss.

(e) A distribution by SVB Capital I of the Junior Subordinated
Debentures, as described in the Registration Statement (and subject to
the limits discussed therein) , will be non-taxable and will result in
the Securityholder receiving directly its pro rata share of the Junior
Subordinated Debentures previously held indirectly through SVB Capital
I, with a holding period and aggregate tax basis equal to the holding
period and aggregate tax basis such Securityholder had in its Trust
Preferred Securities before such distribution.

(f) The discussion of "Certain Federal Income Tax Consequences"
in the Registration Statement accurately describes the material
federal income tax consequences concerning the Trust Preferred
Securities.

<PAGE>

Silicon Valley Bancshares
SVB Capital I
May 1, 1998
Page 4

These opinions are based upon the Code, the Treasury Regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Future changes in the law or interpretations of the law may
cause the tax effects of the transactions referred to herein to be materially
different from those described above. We have undertaken no obligation to
update this opinion in such event.

Other than the specific tax opinions set forth in this letter, no
other opinion has been requested of us or rendered by us with respect to the tax
treatment of the Junior Subordinated Debentures, the Trust Preferred Securities
or the Guarantee, including, but not limited to, the tax treatment of the
proposed transactions under other provisions of the Code and the Treasury
Regulations or the tax treatment of the proposed transactions under state,
local, foreign or any other tax laws.

We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and the use of our name in the Registration Statement
under the caption "Certain Federal Income Tax Consequences." In giving such
consent, we do not concede that this consent is required under Section 7 of the
Securities Act of 1933.

Very truly yours,

/s/ MANATT, PHELPS & PHILLIPS, LLP
----------------------------------
Manatt, Phelps & Phillips, LLP

<PAGE>

EXHIBIT 12.1

SILICON VALLEY BANCSHARES
RATIO OF EARNINGS TO FIXED CHARGES

Three Year Ended December 31,
Months Ended ----------------------------------------------
March 31, 1998 1997 1996 1995 1994 1993
-------------- ------- ------- ------- ------- ------
(Dollars in thousands)

<S> <C> <C> <C> <C> <C> <C>
I. Income before income taxes $12,944 $47,721 $35,776 $29,855 $16,496 $2,667
------- ------- ------- ------- ------- ------
------- ------- ------- ------- ------- ------

II. Fixed charges:
Interest on customer deposits
and other borrowings $17,604 $55,148 $37,798 $27,295 $14,792 $13,665
Rental expense 581 2,000 1,900 2,000 1,400 1,200
------- ------- ------- ------- ------- ------
Total fixed charges $18,185 $57,148 $39,698 $29,295 $16,192 $14,865
------- ------- ------- ------- ------- ------
------- ------- ------- ------- ------- ------

III. Ratio of earnings to fixed charges:
Excluding interest on
customer deposits 23.28x 24.86x 19.83x 15.93x 12.78x 3.22x
Including interest on
customer deposits 1.71x 1.84x 1.90x 2.02x 2.02x 1.18x

</TABLE>

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Silicon Valley Bancshares:

We consent to the incorporation by reference in the registration statement
on Form S-3 (relating to the Proposed Trust Preferred Securities Offering of
Silicon Valley Bancshares and SVB Capital I), of Silicon Valley Bancshares of
our report dated January 15, 1998, relating to the consolidated balance sheets
of Silicon Valley Bancshares and subsidiaries as of December 31, 1997 and 1996,
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, 1997, which report appears in the December 31, 1997, annual report
on Form 10-K of Silicon Valley Bancshares.

In addition, we consent to the reference to our firm under the heading
"Experts" in the registration statement.

/s/ KPMG PEAT MARWICK LLP

San Jose, California
April 29, 1998

<PAGE>

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)

California 94-2856336
(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)

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

<PAGE>

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
eachaffiliation:

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 3. 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 certificate of authority of Wilmington Trust Company to
commence business and 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 28th day
of April, 1998.

WILMINGTON TRUST COMPANY
[SEAL]

Attest: /s/ [SIGNATURE OF ASSISTANT SECRETARY] By: /s/ EMMETT R. HARMON
--------------------------------------- --------------------------
Assistant Secretary Name: Emmett R. Harmon
Title: Vice President

<PAGE>

EXHIBIT A

AMENDED CHARTER

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON MAY 9, 1987

<PAGE>

AMENDED CHARTER

ACT OF INCORPORATION

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

<PAGE>

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.

<PAGE>

(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 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

3
<PAGE>

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 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.

4
<PAGE>

(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.

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

5
<PAGE>

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, 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

6
<PAGE>

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.

(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.

7
<PAGE>

(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 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

8
<PAGE>

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 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, agent 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.

9
<PAGE>

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.

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) 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

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<PAGE>

(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 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 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 of
By-Laws if such business combination has been approved by a majority
of the whole Board.

(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

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<PAGE>

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 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.

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<PAGE>

(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 in
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 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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<PAGE>

EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON JANUARY 16, 1997

<PAGE>

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
STOCKHOLDERS' MEETINGS

Section 1. 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 of all stockholders may be called at any time
by the Board of Directors, the Chairman of the Board or the President.

Section 3. 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. 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 small 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 shares 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 II
DIRECTORS

Section 1. The number and classification of the Board of Directors shall
be as set forth in the Charter of the Bank.

Section 2. No person who has attained the age of seventy-two (72) years
shall be nominated for election to the Board of Directors of the Company,
provided, however, that this limitation shall not apply to any person who was
serving as director of the Company on September 16, 1971.

Section 3. The class of Directors so elected shall hold office for three
years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

Section 5. 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

<PAGE>

members, or at the call of the Chairman of the Board of Directors or the
President.

Section 6. Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board of Directors or by the President, and shall be
called upon the written request of a majority of the directors.

Section 7. 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 8. 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 9. 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 10. The Board of Directors at its first meeting after its election
by the stockholders shall appoint an Executive Committee, a Trust Committee, an
Audit Committee and a Compensation Committee, and shall elect from its own
members a Chairman of the Board of Directors and a President who may be the same
person. The Board of Directors shall also elect at such meeting a Secretary and
a Treasurer, who may be the same person, may appoint at any time such other
committees and elect or appoint such other officers as it may deem advisable.
The Board of Directors may also elect at such meeting one or more Associate
Directors.

Section 11. 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 12. The Board of Directors may designate an officer to be in
charge of such of the departments or division of the Company as it may deem
advisable.

ARTICLE III
COMMITTEES

Section 1. Executive Committee

(A) The Executive Committee shall be composed of not more than
nine members who shall be selected by the Board of Directors from its own
members and who

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<PAGE>

shall hold office during the pleasure of the Board.

(B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
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 or at the call of the Chairman of the Board of Directors. 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) The Executive Committee shall advise and superintend all
investments that may be made of the funds of the Company, and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.

(F) In the event of a state of disaster 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 By-Laws any two available
members of the Executive Committee as constituted immediately prior to such
disaster 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 III of these By-Laws; and if less than three members of
the Trust Committee is constituted immediately prior to such disaster shall be
available for the transaction of its business, such Executive Committee shall
also be empowered to exercise all of the powers reserved to the Trust Committee
under Article III Section 2 hereof. In the event of the unavailability, at such
time, of a minimum of two members of such 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 By-Law shall be subject to
implementation by Resolutions of the Board of Directors presently existing or
hereafter passed from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions which are contrary to the
provisions of this Section or to the provisions of any such implementary
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 By-Laws.

3
<PAGE>

Section 2. Trust Committee

(A) The Trust Committee shall be composed of not more than
thirteen members who shall be selected by the Board of Directors, a majority of
whom shall be members of the Board of Directors and who shall hold office during
the pleasure of the Board.

(B) The Trust Committee shall have general supervision over
the Trust Department and the investment of trust funds, in all matters, however,
being subject to the approval of the Board of Directors.

(C) The Trust 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 its chairman. A majority of its
members shall be necessary to constitute a quorum for the transaction of
business.

(D) Minutes of each meeting of the Trust Committee shall be
kept and promptly submitted to the Board of Directors.

(E) The Trust Committee shall have the power to appoint
Committees and/or designate officers or employees of the Company to whom
supervision over the investment of trust funds may be delegated when the Trust
Committee is not in session.

Section 3. Audit Committee

(A) The Audit Committee shall be composed of five members who
shall be selected by the Board of Directors from its own members, none of whom
shall be an officer of the Company, and shall hold office at the pleasure of the
Board.

(B) The Audit Committee shall have general supervision over
the Audit 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 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 the
majority of its members shall deem it to be proper for the transaction of its
business, and a majority of its Committee shall constitute a quorum.

Section 4. Compensation Committee

(A) The Compensation Committee shall be composed of not more
than

4
<PAGE>

five (5) members who shall be selected by the Board of Directors from its own
members who are not officers of the Company and who shall hold office during the
pleasure of the Board.

(B) The Compensation Committee shall in general advise upon
all matters of policy concerning the Company brought to its attention by the
management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

(C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

Section 5. 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 during the pleasure of
the Board.

(B) An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

Section 6. Absence or Disqualification of Any Member of a Committee

(A) In the absence or disqualification of any member of any
Committee created under Article III of the By-Laws of this Company, 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
absence or disqualified member.

ARTICLE IV
OFFICERS

Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

Section 2. THE VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board
of

5
<PAGE>

Directors shall preside at all meetings of the Board of Directors at which the
Chairman of the Board shall not be present and shall have such further authority
and powers and shall perform such duties as the Board of Directors or the
Chairman of the Board may from time to time confer and direct.

Section 3. The President shall have the powers and duties pertaining to
the office of the President conferred or imposed upon him by statute or assigned
to him by the Board of Directors in the absence of the Chairman of the Board the
President shall have the powers and duties of the Chairman of the Board.

Section 4. The Chairman of the Board of Directors 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. There may be one or more Vice Presidents, however denominated
by the Board of Directors, who may at any time perform all the duties of the
Chairman of the Board of Directors and/or the President and such other powers
and duties as may from time to time be assigned to them by the Board of
Directors, the Executive Committee, the Chairman of the Board or the President
and by the officer in charge of the department or division to which they are
assigned.

Section 6. 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 and to
recording the same in the minute books of the Company. In addition to the other
notice requirements of these By-Laws 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 other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

Section 7. The Treasurer 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 evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

Section 8. 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 at appropriate times a report
relating to the general condition and internal operations of the Company.

6
<PAGE>

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. The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
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 Division.

Section 10. 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 Assistant
Secretary of this Company and who may perform such duties as may be prescribed
by the officer in charge of the department or division to whom they are
assigned.

Section 11. 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, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

ARTICLE V
STOCK AND STOCK CERTIFICATES

Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

Section 2. Certificate of stock shall bear the signature of the President
or any Vice President, however denominated by the Board of Directors and
countersigned by the Secretary or Treasurer or an Assistant Secretary, and the
seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. 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. The Board of Directors of the Company 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

7
<PAGE>

any dividend, or to any allotment or 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 proceeding 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 VI
SEAL

Section 1. 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 VII
FISCAL YEAR

Section 1. The fiscal year of the Company shall be the calendar year.

ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY

Section 1. The Chairman of the Board, 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.

8
<PAGE>

ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

Section 1. 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 employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.

ARTICLE X
INDEMNIFICATION

Section 1. (A) The Corporation 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, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

(B) The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition, PROVIDED, HOWEVER,
that the payment of expenses incurred by a Director officer in his capacity as a
Director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Director or officer to repay
all amounts advanced if it should be ultimately determined that the Director or
officer is not entitled to be indemnified under this Article or otherwise.

(C) If a claim for indemnification or payment of expenses,
under this Article X is not paid in full within ninety days after a written
claim therefor has been received by the Corporation 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 Corporation shall have the burden of proving that the
claimant was not entitled to the requested indemnification of payment of
expenses

9
<PAGE>

under applicable law.

(D) The rights conferred on any person by this Article X 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 By-Laws, agreement, vote of stockholders or disinterested Directors or
otherwise.

(E) Any repeal or modification of the foregoing provisions of
this Article X 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
repeal or modification.

ARTICLE XI
AMENDMENTS TO THE BY-LAWS

Section 1. These By-Laws may be altered, amended or repealed, in whole or
in part, and any new By-Law or By-Laws adopted at any regular or special meeting
of the Board of Directors by a vote of the majority of all the members of the
Board of Directors then in office.

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<PAGE>

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: April 28, 1998 By: /s/ Emmett R. Harmon
------------------------
Name: Emmett R. Harmon
Title: Vice President

<PAGE>

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.

R E P O R T O F C O N D I T I O N

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 December 31, 1997.

ASSETS
Thousands of dollars
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins . . . . . . . . . . . . . . . . . . . . . . . . . . . .236,646
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Held-to-maturity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 331,880
Available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,258,661
Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . 91,500
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . 3,822,320
LESS: Allowance for loan and lease losses. . . . . . 59,373
LESS: Allocated transfer risk reserve. . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve. . . . . . . . . . . . . . . . . . . . .3,762,947
Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . . . . .129,740
Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,106
Investments in unconsolidated subsidiaries and associated companies. . . . . . . . . . . . . . . . . . . . . . . .. 22
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,905
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100,799
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,919,206

CONTINUED ON NEXT PAGE

<PAGE>

LIABILITIES

Deposits:
In domestic offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,034,633
Noninterest-bearing . . . . . . . . 839,928
Interest-bearing. . . . . . . . . . 3,194,705
Federal funds purchased and Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . 575,827
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,290
Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Other borrowed money:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .///////
With original maturity of one year or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .673,000
With original maturity of more than one year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,000
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,458
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,464,208

EQUITY CAPITAL

Perpetual preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .500
Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,118
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .385,018
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . .7,362
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .454,998
Total liabilities, limited-life preferred stock, and equity capital. . . . . . . . . . . . . . . . . . . . . . .5,919,206
</TABLE>

<PAGE>

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)

SILICON VALLEY BANCSHARES
SVB CAPITAL I
(Exact name of obligor as specified in its charter)

California 94-2856336
Delaware Applied For
(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 I
(Title of the indenture securities)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

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 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

WILMINGTON TRUST COMPANY
[SEAL]

2
<PAGE>

EXHIBIT A

AMENDED CHARTER

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON MAY 9, 1987

<PAGE>

AMENDED CHARTER

ACT OF INCORPORATION

WILMINGTON TRUST COMPANY

FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

<PAGE>

(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.

2
<PAGE>

3
<PAGE>

(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.

(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
<PAGE>

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").

5
<PAGE>

stock and whether such dividends shall be cumulative or
non-cumulative;

(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

6
<PAGE>

7
<PAGE>

8
<PAGE>

SIXTH: - The Directors shall choose such officers, agent and servants as
may be provided in the By-Laws as they may from time to time find necessary
or proper.

EIGHTH: - This Act shall be deemed and taken to be a private Act.

9
<PAGE>

NINTH: - This Corporation is to have perpetual existence.

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.

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) In addition to any affirmative vote required by law, and
except as otherwise expressly provided in sections (b) and (c) of this
Article FIFTEENTH:

10
<PAGE>

(D) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation, or

(2) The term "business combination" as used in this Article FIFTEENTH
shall mean any transaction which is referred to any one or more of
clauses (A) through (E) of paragraph 1 of the section (a).

(1) A "person" shall mean any individual firm, corporation or other
entity.

11
<PAGE>

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

(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

12
<PAGE>

(e) Nothing contained in this Article FIFTEENTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation
imposed by law.

13
<PAGE>

EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON JANUARY 16, 1997

<PAGE>
BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
STOCKHOLDERS' MEETINGS

Section 2. Special meetings of all stockholders may be called at any time
by the Board of Directors, the Chairman of the Board or the President.

ARTICLE II
DIRECTORS

Section 1. The number and classification of the Board of Directors shall
be as set forth in the Charter of the Bank.

Section 3. The class of Directors so elected shall hold office for three
years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

Section 5. 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

<PAGE>

members, or at the call of the Chairman of the Board of Directors or the
President.

Section 7. 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 12. The Board of Directors may designate an officer to be in
charge of such of the departments or division of the Company as it may deem
advisable.

ARTICLE III
COMMITTEES

Section 1. Executive Committee

(A) The Executive Committee shall be composed of not more than
nine members who shall be selected by the Board of Directors from its own
members and who

2
<PAGE>

shall hold office during the pleasure of the Board.

(B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

(D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

3
<PAGE>

Section 2. Trust Committee

(B) The Trust Committee shall have general supervision over
the Trust Department and the investment of trust funds, in all matters, however,
being subject to the approval of the Board of Directors.

(D) Minutes of each meeting of the Trust Committee shall be
kept and promptly submitted to the Board of Directors.

Section 3. Audit Committee

Section 4. Compensation Committee

(A) The Compensation Committee shall be composed of not more
than

4
<PAGE>

five (5) members who shall be selected by the Board of Directors from its own
members who are not officers of the Company and who shall hold office during the
pleasure of the Board.

(C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

Section 5. 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 during the pleasure of
the Board.

Section 6. Absence or Disqualification of Any Member of a Committee

ARTICLE IV
OFFICERS

Section 2. THE VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board
of

5
<PAGE>

6
<PAGE>

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.

ARTICLE V
STOCK AND STOCK CERTIFICATES

Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

7
<PAGE>

ARTICLE VI
SEAL

Section 1. 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 VII
FISCAL YEAR

Section 1. The fiscal year of the Company shall be the calendar year.

ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY

8
<PAGE>

ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

ARTICLE X
INDEMNIFICATION

9
<PAGE>

under applicable law.

ARTICLE XI
AMENDMENTS TO THE BY-LAWS

10
<PAGE>

EXHIBIT C

SECTION 321(b) CONSENT

WILMINGTON TRUST COMPANY

Dated: April 28, 1998 By: /s/ Emmett R. Harmon
------------------------
Name: Emmett R. Harmon
Title: Vice President

<PAGE>

EXHIBIT D

NOTICE

R E P O R T O F C O N D I T I O N

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 December 31, 1997.

ASSETS
Thousands of dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins . . . . . . . . . . . . . . . . .236,646
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Held-to-maturity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 331,880
Available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,258,661
Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . 91,500
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . 3,822,320
LESS: Allowance for loan and lease losses. . . . . . 59,373
LESS: Allocated transfer risk reserve. . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve. . . . . . . . . .3,762,947
Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . .129,740
Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,106
Investments in unconsolidated subsidiaries and associated companies. . . . . . . . . . . . .. 22
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . .0
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,905
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100,799
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,919,206

CONTINUED ON NEXT PAGE

<PAGE>

LIABILITIES

Deposits:
In domestic offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,034,633
Noninterest-bearing . . . . . . . . 839,928
Interest-bearing. . . . . . . . . . 3,194,705
Federal funds purchased and Securities sold under agreements to repurchase . . . . . . . 575,827
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . 61,290
Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Other borrowed money:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .///////
With original maturity of one year or less. . . . . . . . . . . . . . . . . . . . . .673,000
With original maturity of more than one year. . . . . . . . . . . . . . . . . . . . . 43,000
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . .0
Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . . . . . . . . . . 76,458
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,464,208

EQUITY CAPITAL

Perpetual preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . . . . . .0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .500
Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . . . . . 62,118
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . .385,018
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . .7,362
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .454,998
Total liabilities, limited-life preferred stock, and equity capital. . . . . . . . . . .5,919,206
</TABLE>

<PAGE>

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)

California 94-2856336
(State of incorporation) (I.R.S. employer identification no.)

3003 Tasman Drive
Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)

Silicon Valley Bancshares Guarantee with respect to
__% Cumulative Trust Preferred Securities
(Title of the indenture securities)

- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

<PAGE>

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 3. LIST OF EXHIBITS.

List below all exhibits filed as part of this Statement of
Eligibility and Qualification.

WILMINGTON TRUST COMPANY
[SEAL]

<PAGE>

EXHIBIT A

AMENDED CHARTER

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON MAY 9, 1987

<PAGE>

AMENDED CHARTER

ACT OF INCORPORATION

WILMINGTON TRUST COMPANY

FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

<PAGE>

(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.

2
<PAGE>

3
<PAGE>

(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.

(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
<PAGE>

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").

5
<PAGE>

stock and whether such dividends shall be cumulative or
non-cumulative;

(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

6
<PAGE>

7
<PAGE>

8
<PAGE>

SIXTH: - The Directors shall choose such officers, agent and servants as
may be provided in the By-Laws as they may from time to time find necessary
or proper.

EIGHTH: - This Act shall be deemed and taken to be a private Act.

9
<PAGE>

NINTH: - This Corporation is to have perpetual existence.

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.

FIFTEENTH: - (a) In addition to any affirmative vote required by law, and
except as otherwise expressly provided in sections (b) and (c) of this
Article FIFTEENTH:

10
<PAGE>

(D) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation, or

(2) The term "business combination" as used in this Article FIFTEENTH
shall mean any transaction which is referred to any one or more of
clauses (A) through (E) of paragraph 1 of the section (a).

(1) A "person" shall mean any individual firm, corporation or other
entity.

11
<PAGE>

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

(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

12
<PAGE>

(e) Nothing contained in this Article FIFTEENTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation
imposed by law.

13
<PAGE>

EXHIBIT B

BY-LAWS

WILMINGTON TRUST COMPANY

WILMINGTON, DELAWARE

AS EXISTING ON JANUARY 16, 1997

<PAGE>

BY-LAWS OF WILMINGTON TRUST COMPANY

ARTICLE I
Stockholders' Meetings

Section 2. Special meetings of all stockholders may be called at any time
by the Board of Directors, the Chairman of the Board or the President.

ARTICLE II
DIRECTORS

Section 1. The number and classification of the Board of Directors shall
be as set forth in the Charter of the Bank.

Section 3. The class of Directors so elected shall hold office for three
years or until their successors are elected and qualified.

Section 4. The affairs and business of the Company shall be managed and
conducted by the Board of Directors.

Section 5. 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

<PAGE>

members, or at the call of the Chairman of the Board of Directors or the
President.

Section 7. 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 12. The Board of Directors may designate an officer to be in
charge of such of the departments or division of the Company as it may deem
advisable.

ARTICLE III
Committees

Section 1. Executive Committee

(A) The Executive Committee shall be composed of not more than
nine members who shall be selected by the Board of Directors from its own
members and who

<PAGE>

shall hold office during the pleasure of the Board.

(B) The Executive Committee shall have all the powers of the
Board of Directors when it is not in session to transact all business for and in
behalf of the Company that may be brought before it.

(D) Minutes of each meeting of the Executive Committee shall
be kept and submitted to the Board of Directors at its next meeting.

<PAGE>

Section 2. Trust Committee

(B) The Trust Committee shall have general supervision over
the Trust Department and the investment of trust funds, in all matters, however,
being subject to the approval of the Board of Directors.

(D) Minutes of each meeting of the Trust Committee shall be
kept and promptly submitted to the Board of Directors.

Section 3. Audit Committee

Section 4. Compensation Committee

(A) The Compensation Committee shall be composed of not more
than

4
<PAGE>

five (5) members who shall be selected by the Board of Directors from its own
members who are not officers of the Company and who shall hold office during the
pleasure of the Board.

(C) Meetings of the Compensation Committee may be called at
any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

Section 5. 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 during the pleasure of
the Board.

Section 6. Absence or Disqualification of Any Member of a Committee

ARTICLE IV
OFFICERS

Section 2. THE VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board
of

5
<PAGE>

6
<PAGE>

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.

ARTICLE V
STOCK AND STOCK CERTIFICATES

Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

7
<PAGE>

ARTICLE VI
SEAL

Section 1. 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 VII
FISCAL YEAR

Section 1. The fiscal year of the Company shall be the calendar year.

ARTICLE VIII
EXECUTION OF INSTRUMENTS OF THE COMPANY

8
<PAGE>

ARTICLE IX
COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES

ARTICLE X
INDEMNIFICATION

9
<PAGE>

under applicable law.

ARTICLE XI
AMENDMENTS TO THE BY-LAWS

10
<PAGE>

EXHIBIT C

SECTION 321(b) CONSENT

WILMINGTON TRUST COMPANY

Dated: April 28, 1998 By: /s/ Emmett R. Harmon
------------------------
Name: Emmett R. Harmon
Title: Vice President

<PAGE>

EXHIBIT D

NOTICE

R E P O R T O F C O N D I T I O N

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 December 31, 1997.

ASSETS
Thousands of dollars
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .236,646
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Held-to-maturity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 331,880
Available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,258,661
Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . . . . 91,500
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . . . . . 3,822,320
LESS: Allowance for loan and lease losses. . . . . . 59,373
LESS: Allocated transfer risk reserve. . . . . . . . 0
Loans and leases, net of unearned income, allowance, and reserve. . . . . . . . . . . . . . . . . . . . . . . .3,762,947
Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .129,740
Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,106
Investments in unconsolidated subsidiaries and associated companies. . . . . . . . . . . . . . . . . . . . . . . . . . .. 22
Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,905
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .100,799
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,919,206

CONTINUED ON NEXT PAGE

<PAGE>

LIABILITIES

Deposits:
In domestic offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4,034,633
Noninterest-bearing . . . . . . . . 839,928
Interest-bearing. . . . . . . . . . 3,194,705
Federal funds purchased and Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . 575,827
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,290
Trading liabilities (from Schedule RC-D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Other borrowed money:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .///////
With original maturity of one year or less. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .673,000
With original maturity of more than one year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,000
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,458
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5,464,208

EQUITY CAPITAL

Perpetual preferred stock and related surplus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .500
Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,118
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .385,018
Net unrealized holding gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . .7,362
Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .454,998
Total liabilities, limited-life preferred stock, and equity capital. . . . . . . . . . . . . . . . . . . . . . . . .5,919,206
</TABLE>