<PAGE>
                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )

    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /

    Check the appropriate box:
    /X/  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12

                                  SILICON VALLEY BANCSHARES
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                                              REGISTRANT
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/  $125 per  Exchange Act  Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2)  or
     Item 22(a)(2) of Schedule 14A.
/ /  $500  per  each party  to  the controversy  pursuant  to Exchange  Act Rule
     14a-6(i)(3).
/ /  Fee  computed  on   table  below   per  Exchange   Act  Rules   14a-6(i)(4)
     and 0-11.
     1) Title of each class of securities to which transaction applies:
        ------------------------------------------------------------------------
     2) Aggregate number of securities to which transaction applies:
        ------------------------------------------------------------------------
     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
        ------------------------------------------------------------------------
     4) Proposed maximum aggregate value of transaction:
        ------------------------------------------------------------------------
     5) Total fee paid:
        ------------------------------------------------------------------------
/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the  filing for which the  offsetting fee was paid
     previously. Identify the previous filing by registration statement  number,
     or the Form or Schedule and the date of its filing.
     1) Amount Previously Paid:
        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:
        ------------------------------------------------------------------------
     3) Filing Party:
        ------------------------------------------------------------------------
     4) Date Filed:
        ------------------------------------------------------------------------

<PAGE>
                               [INSERT LOGO HERE]

                                                                PRELIMINARY COPY
                           SILICON VALLEY BANCSHARES

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            THURSDAY, APRIL 18, 1996
                                   4:00 P.M.

TO THE SHAREHOLDERS:

    I am pleased to invite you to attend the 1996 Annual Meeting of Shareholders
of  Silicon Valley  Bancshares, which  will be  held at  the Renaissance Meeting
Center at  Techmart, Silicon  Valley  Room, 5201  Great America  Parkway,  Santa
Clara, California 95054, on Thursday, April 18, 1996, 4:00 p.m., local time. The
purposes of the meeting are to:

    1.  Elect Directors to serve for the ensuing year and until their successors
       are elected.

    2.   Approve an amendment to the Silicon Valley Bancshares 1989 Stock Option
       Plan.

    3.  Approve an  amendment to the Company's  Bylaws to change the  authorized
       range of Directors.

    4.    Ratify the  appointment  of KPMG  Peat  Marwick LLP  as  the Company's
       independent auditors.

    5.  Transact such other business as may properly come before the meeting.

    The foregoing  items of  business  are more  fully  described in  the  Proxy
Statement  accompanying  this  Notice.  TO  ASSURE  YOUR  REPRESENTATION  AT THE
MEETING, YOU  ARE ENCOURAGED  TO MARK  YOUR  VOTES, SIGN,  DATE AND  RETURN  THE
ENCLOSED  PROXY  CARD  AS  PROMPTLY AS  POSSIBLE  IN  THE  ENCLOSED POSTAGE-PAID
ENVELOPE. Any shareholder attending the meeting may vote in person even if  such
shareholder has previously returned a proxy card.

    Only shareholders of record on February 19, 1996 will be entitled to vote at
the meeting.

                                          BY ORDER OF THE BOARD OF DIRECTORS

                                          Daniel J. Kelleher
                                          CHAIRMAN OF THE BOARD

Santa Clara, California
March 1, 1996

ALTHOUGH  YOU MAY PRESENTLY PLAN  TO ATTEND THE MEETING,  PLEASE INDICATE ON THE
ENCLOSED PROXY CARD YOUR VOTE ON THE MATTERS PRESENTED AND SIGN, DATE AND RETURN
THE PROXY CARD. IF YOU DO ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOU MAY
WITHDRAW YOUR PROXY AT THAT TIME. WE  ENCOURAGE YOU TO VOTE FOR THE ELECTION  OF
ALL  TEN  (10) NOMINEES  FOR DIRECTORS,  FOR  APPROVAL OF  THE AMENDMENT  TO THE
SILICON VALLEY BANCSHARES 1989 STOCK OPTION PLAN, FOR APPROVAL OF THE  AMENDMENT
TO  THE COMPANY'S  BYLAWS, AND  FOR RATIFICATION OF  THE SELECTION  OF KPMG PEAT
MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS.

<PAGE>
                      PROXY STATEMENT -- TABLE OF CONTENTS


<TABLE>
<CAPTION>
MATTER                                                                                                          PAGE
- -----------------------------------------------------------------------------------------------------------     -----
<S>                                                                                                          <C>
Information Concerning the Proxy Solicitation..............................................................           1
Proposal No. 1 -- Election of Directors*...................................................................           3
Security Ownership of Directors and Executive Officers.....................................................           5
Information on Executive Officers..........................................................................           6
Report of the Personnel and Compensation Committee of the Board on Executive Compensation..................           7
Return to Shareholders Performance Graph...................................................................          11
Table 1 -- Summary Compensation............................................................................          12
Table 2 -- Option Grants in Fiscal Year 1995...............................................................          13
Table 3 -- Aggregated Option Exercises in Fiscal Year 1995 and Fiscal Year-End Option Values...............          14
Termination Arrangements...................................................................................          14
Board Committees and Meeting Attendance....................................................................          18
Director Compensation......................................................................................          19
Security Ownership of Certain Beneficial Holders...........................................................          20
Compliance with Section 16(a) of the Exchange Act..........................................................          21
Certain Relationships and Related Transactions.............................................................          21
Proposal No. 2 -- Approval of Amendment to the 1989 Stock Option Plan*.....................................          22
Table 4 -- Amended Plan Benefits Table.....................................................................          23
Proposal No. 3 -- Approval of Amendment to Bylaws*.........................................................          29
Proposal No. 4 -- Ratification of Appointment of Independent Auditors*.....................................          30
Shareholder Proposals -- 1997 Annual Meeting...............................................................          30
1995 Annual Report.........................................................................................          30
Other Matters..............................................................................................          31
</TABLE>


- ------------------------
*Denotes Items to be Voted on at the Meeting

                                       i

<PAGE>
               Mailed to shareholders on or about March 11, 1996

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

                                PROXY STATEMENT
                                       OF
                           SILICON VALLEY BANCSHARES
                               3003 TASMAN DRIVE
                         SANTA CLARA, CALIFORNIA 95054

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

                 INFORMATION CONCERNING THE PROXY SOLICITATION

GENERAL

    This Proxy Statement is furnished in connection with the solicitation of the
enclosed  Proxy by, and on  behalf of, the Board  of Directors of Silicon Valley
Bancshares, a California  corporation and bank  holding company (the  "Company")
for  Silicon Valley  Bank (the "Bank"),  for use  at the 1996  Annual Meeting of
Shareholders of  the Company  to  be held  in the  Silicon  Valley Room  at  the
Renaissance Meeting Center at Techmart, 5201 Great America Parkway, Santa Clara,
California  95054, ON THURSDAY, APRIL  18, 1996 AT 4:00  P.M., local time and at
all postponements or adjournments thereof (the "Meeting"). Only shareholders  of
record  on February 19, 1996 (the "Record Date") will be entitled to vote at the
Meeting and any postponements or adjournments thereof. At the close of  business
on  the Record Date, the Company had  9,119,205 outstanding shares of its no par
value Common Stock (the "Common Stock") held by 687 shareholders of record.

    The Company's principal executive offices are located at 3003 Tasman  Drive,
Santa  Clara,  CA 95054  and  its telephone  number  at that  location  is (408)
654-7400.

VOTING

    Shareholders of the Company's Common Stock are entitled to one vote for each
share held, except  that for  the election  of directors,  each shareholder  has
cumulative  voting rights  entitling the shareholder  to as many  votes as shall
equal the number of shares held by such shareholder multiplied by the number  of
directors  to be  elected. A  shareholder may cast  all his  or her  votes for a
single candidate or distribute such votes among as many of the candidates he  or
she chooses (up to a maximum of the number of directors to be elected). However,
no shareholder shall be entitled to cumulate votes (in other words, cast for any
candidate  a number of votes greater than the  number of shares of stock held by
such shareholder) for a candidate  unless such candidate's or candidates'  names
have  been placed in nomination  prior to the voting  in accordance with Section
2.11 of the Bylaws of the Company and the shareholder (or any other shareholder)
has given  notice  at the  meeting  prior to  the  voting of  the  shareholder's
intention  to  cumulate votes.  If any  shareholder has  given such  notice, all
shareholders  may  cumulate  their  votes  for  candidates  properly  placed  in
nomination.  The Proxy Holders are given discretionary authority under the terms
of the Proxy to cumulate  votes represented by shares  for which they are  named
Proxy Holders.

    Section  2.11 of the Bylaws of  the Company governs nominations for election
of members of the  Board of Directors, as  follows: nominations for election  of
members  of  the  Company's Board  of  Directors may  be  made by  the  Board of
Directors or by any shareholder of any outstanding class of capital stock of the
Company entitled to vote for the  election of directors. Notice of intention  to
make  any nominations shall be made in  writing and shall be delivered or mailed
to the Secretary of the Company not less than twenty-one (21) days nor more than
sixty (60) days prior to any meeting of shareholders called for the election  of
directors;  provided, however, that if less  than twenty-one (21) days notice of
the meeting is given to shareholders, such notice of intention to nominate shall
be mailed or delivered to the Secretary of the Company not later than the  close
of  business on  the tenth  day following  the day  on which  the notice  of the
meeting was mailed; provided further, that if notice of

                                       1

<PAGE>
such meeting is sent by third-class mail  as permitted by the Bylaws, no  notice
of  intention to  make nominations  shall be  required. Such  notification shall
contain  the  following  information  to  the  extent  known  to  the  notifying
shareholder:  (a)  the  name  and  address of  each  proposed  nominee;  (b) the
principal occupation  of each  proposed nominee;  (c) the  number of  shares  of
Common  Stock of the  Company owned by  each proposed nominee;  (d) the name and
residence address of the notifying shareholder; and (e) the number of shares  of
Common  Stock of the Company owned by the notifying shareholder. Nominations not
made in  accordance herewith  may, at  the  discretion of  the Chairman  of  the
meeting,  be disregarded and upon the  Chairman's instructions, the Inspector of
Election can disregard all votes cast for each such nominee.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

    The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares  of Common Stock issued  and outstanding on the  Record
Date.  Shares that are  voted "FOR", "AGAINST"  or "WITHHELD FROM"  a matter are
treated as being present  at the meeting for  purposes of establishing a  quorum
and  are also treated as  shares "represented and voting"  at the Annual Meeting
(the "Votes Cast") with respect to such matter.

    While there is no definitive statutory  or case law authority in  California
as to the proper treatment of abstentions, the Company believes that abstentions
should  be counted for purposes of determining  both (i) the presence or absence
of a quorum for the transaction of  business and (ii) the total number of  Votes
Cast  with respect to a proposal (other  than the election of directors). In the
absence of controlling precedent to the  contrary, the Company intends to  treat
abstentions  in this matter. Accordingly, abstentions  will have the same effect
as a vote against the proposal.

    Broker non-votes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, but will not be counted for
purposes of determining the number of Votes Cast with respect to the proposal on
which the  broker has  expressly not  voted. Thus,  a broker  non-vote will  not
affect  the outcome of the voting on a  proposal that requires a majority of the
Votes Cast (such as the amendment of the 1989 Stock Option Plan). However,  with
respect  to a proposal that requires a  majority of the outstanding shares (such
as the amendment to the Bylaws), a broker non-vote has the same effect as a vote
against the proposal.

REVOCABILITY OF PROXIES

    Any person giving a Proxy in the form accompanying this Proxy Statement  has
the  power to revoke  the Proxy at  any time prior  to its exercise.  A Proxy is
revocable prior  to  the  Meeting  by delivering  either  a  written  instrument
revoking  it or a duly  executed Proxy bearing a later  date to the Secretary of
the Company. Such Proxy  is also revoked  if the shareholder  is present at  the
Meeting and votes in person.

SOLICITATION

    This  solicitation of  proxies is made  by, and  on behalf of,  the Board of
Directors of the Company.  The Company will bear  the entire cost of  preparing,
assembling,  printing  and mailing  Proxy materials  furnished  by the  Board of
Directors to  shareholders.  Copies of  Proxy  materials will  be  furnished  to
brokerage  houses, fiduciaries and custodians to  be forwarded to the beneficial
owners of the Company's Common Stock. In addition to the solicitation of Proxies
by use of the mail, some of the officers, directors and regular employees of the
Company and the Bank  may (without additional  compensation) solicit Proxies  by
telephone or personal interview, the costs of which the Company will bear.

    Unless  otherwise instructed, each valid returned  Proxy that is not revoked
will be voted in the  election of directors "FOR" the  nominees to the Board  of
Directors, "FOR" the proposed amendment to the Company's 1989 Stock Option Plan,
"FOR"  approval of the amendment to  the Company's Bylaws, "FOR" ratification of
the appointment of KPMG Peat Marwick LLP as the Company's independent  auditors,
and  at the  Proxy Holders'  discretion on  such other  matters, if  any, as may
properly come  before the  Meeting or  any postponement  or adjournment  thereof
(including any proposal to adjourn the Meeting).

                                       2

<PAGE>
                                 PROPOSAL NO. 1
                             ELECTION OF DIRECTORS
          THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES

    The  Company's Bylaws  currently provide  for a  range of  from ten  (10) to
nineteen (19) directors and permit  the exact number to  be fixed by the  Board.
Effective  as  of  April 18,  1996,  the Board  has  fixed the  exact  number of
directors at ten (10).

NOMINEES FOR DIRECTOR

    All Proxies  will be  voted "FOR"  the election  of the  following ten  (10)
nominees  recommended  by the  Board  of Directors,  all  of whom  are incumbent
directors, unless authority to vote for  the election of directors is  withheld.
All  of the  nominees have  served as  directors of  the Company  since the last
Annual Meeting of Shareholders,  except David M.  deWilde. Mr. deWilde  recently
was  appointed to  the Board of  Directors by the  Board to fill  a vacancy. All
incumbent directors are  nominees for re-election  to the Board.  If any of  the
nominees  should unexpectedly  decline or  be unable to  act as  a director, the
Proxies may  be  voted for  a  substitute nominee  designated  by the  Board  of
Directors. The Board of Directors has no reason to believe that any nominee will
become  unavailable and has no present intention to nominate persons in addition
to or in lieu of  those listed below. Directors of  the Company serve until  the
next  annual meeting of  shareholders or until their  successors are elected and
qualified.

    The names and certain information about  each of the Company's nominees  for
director as of the Record Date are set forth below.


<TABLE>
<CAPTION>
                                              (1)    PRINCIPAL OCCUPATION OR EMPLOYMENT                             DIRECTOR
        NAME OF DIRECTOR              AGE     (2)    OTHER BUSINESS AFFILIATIONS AND PUBLIC COMPANY DIRECTORSHIPS     SINCE
- ---------------------------------     ---     -------------------------------------------------------------------  -----------
<S>                                <C>        <C>        <C>                                                       <C>
Gary K. Barr                          51            (1)  President  and  Chief Executive  Officer,  Pacific Coast        1982
                                                          Capital  (a  real  estate  investment  and   management
                                                          company), Carbondale, Colorado since August 1992.
                                                    (2)  President  and Chief Executive Officer, Landsing Pacific
                                                          Fund  (a   California   real  estate   investment   and
                                                          management  company) from 1984  to August 1992. Interim
                                                          Acting Chief Executive Officer  of the Company and  the
                                                          Bank from January 1993 to May 1993.

James F. Burns, Jr.                   58            (1)  Executive  Vice President  and Chief  Financial Officer,        1994
                                                          CBR Information Group (a credit and mortgage  reporting
                                                          company), Houston, Texas since September 1988.
                                                    (2)  Executive  Vice President  and Chief  Financial Officer,
                                                          Integratec,   Inc.   (a   company   providing    credit
                                                          origination, servicing, and collection services and the
                                                          parent  company  of  CBR  Information  Group  prior  to
                                                          spin-off of CBR in 1993) from 1988 to 1993.
</TABLE>


                                       3

<PAGE>

<TABLE>
<CAPTION>
                                              (1)    PRINCIPAL OCCUPATION OR EMPLOYMENT                             DIRECTOR
        NAME OF DIRECTOR              AGE     (2)    OTHER BUSINESS AFFILIATIONS AND PUBLIC COMPANY DIRECTORSHIPS     SINCE
- ---------------------------------     ---     -------------------------------------------------------------------  -----------
<S>                                <C>        <C>        <C>                                                       <C>
John C. Dean                          48            (1)  President and Chief Executive Officer of the Company and        1993
                                                          the Bank  since May  1993.  Also, see  "Information  on
                                                          Executive Officers" below.
                                                    (2)  Advisory  Member of Board of Directors, American Central
                                                          Gas Companies, Inc., Tulsa, Oklahoma since August 1994.

David M. deWilde                      55            (1)  Founder  and  Managing   Director,  Chartwell   Partners        1995
                                                          International,  Inc. (an  executive search  firm) since
                                                          1989.
                                                    (2)  Director,  Berkshire  Realty   Company,  Inc.,   Boston,
                                                          Massachusetts since 1993.

Clarence J. Ferrari, Jr., Esq.        61            (1)  Founder  and  Principal,  Ferrari,  Alvarez,  Olsen  and        1983
                                                          Ottoboni (Attorneys-at-Law), San Jose, California since
                                                          1981.

Henry M. Gay                          71            (1)  Retired.                                                        1982
                                                    (2)  Founder  and  Director,  Triad  Systems  Corporation  (a
                                                          computer software company), Livermore, California since
                                                          1971.

Daniel J. Kelleher (1)                53            (1)  Private Investor, Los Altos Hills, California.                  1986

James R. Porter                       60            (1)  President,  Chief Executive Officer, and Director, Triad        1994
                                                          Systems  Corporation  (a  computer  software  company),
                                                          Livermore, California since September 1985.
                                                    (2)  Member  of Board of Directors,  Brock Control Systems (a
                                                          sales automation company), Atlanta, Georgia since April
                                                          1993.

Michael Roster, Esq. (2)              50            (1)  General   Counsel,   Stanford   University,    Stanford,        1994
                                                          California since August 1993.
                                                    (2)  From  1987 to 1993, partner in  the national law firm of
                                                          Morrison & Foerster.

Ann R. Wells                          52            (1)  Chief Executive Officer,  Ann Wells Personnel  Services,        1986
                                                          Inc.  (a personnel agency), Sunnyvale, California since
                                                          January 1980.
</TABLE>


- ------------------------
(1) Chair of the Company Board and the Bank Board.
(2) Vice-Chair of the Company Board and the Bank Board.

VOTE REQUIRED

    The ten  (10)  nominees  for  directors  receiving  the  highest  number  of
affirmative  votes of the shares entitled to  be voted for them shall be elected
as directors.  Votes withheld  from any  director are  counted for  purposes  of
determining  the presence or absence of a quorum, but have no other legal effect
under California law.

                                       4

<PAGE>
             SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

    The following table sets forth information regarding beneficial ownership as
of the  Record Date  of the  Company's Common  Stock by  each of  the  Company's
directors,  by each of the executive  officers named in the Summary Compensation
Table and by  all current directors  and executive officers  as a group.  Unless
otherwise  noted, the respective nominees have  sole voting and investment power
with respect to the shares shown in the table as beneficially owned.


<TABLE>
<CAPTION>
                                                                    AGGREGATE NUMBER OF SHARES       PERCENT OF
NAME                                                                    BENEFICIALLY OWNED       OUTSTANDING SHARES
- ------------------------------------------------------------------  --------------------------  ---------------------
<S>                                                                 <C>                         <C>
DIRECTORS
Gary K. Barr......................................................              53,725                      .59%
James F. Burns, Jr................................................               5,000                      .06%
John C. Dean *....................................................             175,850(a)(j)               1.98%
David M. deWilde..................................................               2,283                      .03%
Clarence J. Ferrari, Jr., Esq.....................................              75,712(b)                   .83%
Henry M. Gay......................................................              21,051                      .23%
Daniel J. Kelleher................................................              90,381(c)                   .99%
James R. Porter...................................................               4,375                      .05%
Michael Roster, Esq...............................................               7,000                      .08%
Ann R. Wells......................................................              88,930(d)                   .98%
EXECUTIVE OFFICERS
Glen Blackmon.....................................................              36,932(e),(k)               .40%
A. John Busch.....................................................              31,681(f),(l)               .35%
John C. Dean......................................................        (See listing above under "Directors")
James F. Forrester................................................              56,044(g),(m)               .62%
Richard H. Harding................................................              33,069(h),(n)               .36%
Glen G. Simmons...................................................              26,924(i),(o)               .30%
All current directors and executive officers as a group (15
 persons).........................................................             708,957**                   7.77%
</TABLE>


- ------------------------
Includes (1) the following number of shares subject to options where the options
are exercisable  within 60  days after  the Record  Date and  (2) the  following
number of shares under the Company's Employee Stock Ownership Plan:


<TABLE>
<S>                       <C>                       <C>
(1)                       (1) (Continued)           (2)
(a) 50,000 shares         (f) 26,405 shares         (j) 48,159 shares
(b)  6,893 shares         (g) 33,410 shares         (k)  2,598 shares
(c)  9,193 shares         (h) 26,405 shares         (l)  2,978 shares
(d)  9,193 shares         (i) 24,060 shares         (m) 10,387 shares
(e) 24,060 shares                                   (n)  2,804 shares
                                                    (o)  2,597 shares
</TABLE>


*    Share ownership shown does not  include 10,000 shares in the aggregate held
    in two trusts for which Mr. Dean's brother serves as trustee for the benefit
    of Mr.  Dean's  two  daughters,  as  to  which  shares  Mr.  Dean  disclaims
    beneficial ownership.

**  Includes 209,619 shares subject to options where the options are exercisable
    within 60 days after the Record Date.

                                       5

<PAGE>
                       INFORMATION ON EXECUTIVE OFFICERS

    The  positions and ages as  of the Record Date  of the executive officers of
the Company are  as set  forth below. There  are no  family relationships  among
directors or executive officers of the Company.


<TABLE>
<CAPTION>
                                                                                                                EMPLOYEE
NAME AND POSITION                         AGE                         BUSINESS EXPERIENCE                         SINCE
- ------------------------------------      ---      ----------------------------------------------------------  -----------
<S>                                   <C>          <C>                                                         <C>
John C. Dean                                  48   Prior to joining the Company and the Bank in May 1993, Mr.     1993
  President, Chief Executive Officer                Dean served as President and Chief Executive Officer of
  and Director of the Company and                   Pacific First Bank, a $6.5 billion federal savings bank
  the 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.
Glen Blackmon                                 40   Mr. Blackmon joined the Bank in August 1993 as Executive       1993
  Executive Vice President, Chief                   Vice President and Chief Information Officer. He assumed
  Financial Officer and Chief                       the role of Chief Financial Officer of the Company and
  Information Officer of the Company                the Bank in September 1995. Prior to joining the Bank,
  and the Bank                                      Mr. Blackmon served as President and Chief Information
                                                    Officer of Boatmen's Information Systems of Iowa,
                                                    formerly known as First Interstate Information Systems of
                                                    Iowa, Inc., from March 1990 to April 1993.
A. John Busch                                 41   Mr. Busch served as Executive Vice President and Chief         1993
  Executive Vice President, Chief                   Lending and Credit Officer at First National Bank in San
  Credit Officer and General Counsel                Diego, California from January 1992 until joining the
  of the Company and the Bank                       Bank in August 1993. From 1982 until January 1992, Mr.
                                                    Busch held increasingly responsible positions with Union
                                                    Bank in Los Angeles, California in the merchant banking
                                                    and legal departments.
James F. Forrester                            52   Mr. Forrester joined the Bank in 1987 as Senior Vice           1987
  Executive Vice President and                      President of Operations and Administration. In 1990, Mr.
  Manager of the Bank's Strategic                   Forrester founded the Bank's Southern California office
  Financial Services Group                          and managed that office until August 1993. Prior to
                                                    becoming manager of the Bank's Strategic Financial
                                                    Services Group in January 1996, Mr. Forrester managed the
                                                    Bank's Special Industries Group and Northern California
                                                    Technology Group from August 1993 to December 1995.
</TABLE>


                                       6

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                EMPLOYEE
NAME AND POSITION                         AGE                         BUSINESS EXPERIENCE                         SINCE
- ------------------------------------      ---      ----------------------------------------------------------  -----------
<S>                                   <C>          <C>                                                         <C>
Richard H. Harding                            51   Since joining the Bank in April 1993, Mr. Harding has held     1993
  Executive Vice President of the                   various positions in the Bank, including Manager of the
  Bank                                              Bank's Strategic Financial Services Group from April 1993
                                                    to December 1995. In January 1996, Mr. Harding assumed
                                                    the position of Executive Vice President of Special
                                                    Projects. Prior to joining the Bank, Mr. Harding served
                                                    as a Partner in the Private and Business Banking Division
                                                    of Pacific First Bank (a federal savings bank) from
                                                    January 1992 until April 1993. From August 1973 until
                                                    January 1992, Mr. Harding held increasingly responsible
                                                    positions in First Interstate Bank of Washington's
                                                    Corporate Banking Division.
Glen G. Simmons                               54   Mr. Simmons joined the Bank in July 1993 as Executive Vice     1993
  Executive Vice President of Human                 President of Human Resources and Administration. Prior to
  Resources and Administration of                   joining the Bank, Mr. Simmons served as Senior Vice
  the Bank                                          President and Director of Human Resources for First
                                                    Interstate Bank of Washington from November 1991 to June
                                                    1993. From February 1985 to November 1991, Mr. Simmons
                                                    held increasingly responsible positions in the Human
                                                    Resources Division of First Interstate Bank of
                                                    Washington.
</TABLE>


             REPORT OF THE PERSONNEL AND COMPENSATION COMMITTEE OF
                      THE BOARD ON EXECUTIVE COMPENSATION

    THE  REPORT OF THE PERSONNEL AND  COMPENSATION COMMITTEE SHALL NOT BE DEEMED
INCORPORATED BY REFERENCE  BY ANY GENERAL  STATEMENT INCORPORATING BY  REFERENCE
THIS  PROXY STATEMENT INTO ANY FILING UNDER  THE SECURITIES ACT OF 1933 OR UNDER
THE SECURITIES EXCHANGE ACT OF 1934  (THE "EXCHANGE ACT"), EXCEPT TO THE  EXTENT
THAT  THE  COMPANY SPECIFICALLY  INCORPORATES THE  INFORMATION CONTAINED  IN THE
REPORT BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

    Decisions  regarding  compensation  of  the  Company's  executive  officers,
including  those related to stock and stock  options, are considered by the full
Board of Directors, based upon the recommendations and analysis performed by the
Personnel and Compensation Committee  (the "Committee"), currently comprised  of
Ms. Wells, Chair, and Messrs. Barr, deWilde, Gay, and Roster. However, the Stock
Committee makes grants of stock options to executive officers.

KEY PRINCIPLES

    The  Committee has adopted  the following principles to  use for guidance in
setting compensation:

    -  PAY COMPETITIVELY

       -The Committee maintains a philosophy that executive compensation  levels
        should  be competitive with  that provided to  others in other financial
        institutions of comparable size.  In that way,  the Company can  attract
        and   retain  highly-qualified  executives  critical  to  the  Company's
        long-term success.

                                       7

<PAGE>
       -Consistent  with  this  philosophy,  the  Committee  regularly   obtains
        information   regarding  executive   salary  levels   in  the  financial
        institutions industry  through various  sources, including  compensation
        surveys  conducted  by  banking  industry  associations  and independent
        compensation consultants.

       -The Committee attempts to set (a)  base compensation at the midpoint  of
        the  range and (b) total compensation (including incentive compensation)
        in the 75th to 90th percentile range (subject to the Company's financial
        performance in the top quartile of the Company's competitive group).

    -  TIE INCENTIVE COMPENSATION TO COMPANY FINANCIAL PERFORMANCE.

       -The Company's  incentive  compensation  program is  generally  based  on
        measured  financial  performance  of  the Company  and  of  the division
        managed by  the  executive  officer, if  applicable.  Incentive  payouts
        primarily  depend  on results,  not efforts.  Payouts are  calculated as
        percentages of base salaries, with threshold, target, and stretch payout
        percentages being set  at the  beginning of each  calendar year.  Actual
        payouts,  i.e. whether threshold, target,  or stretch amounts, depend on
        achievement  of   specifically-defined   goals,   including   corporate,
        division, and individual goals.

       -In  1995, incentive compensation goals  for executive officers were tied
        to the Company's profitability, and if applicable, the financial results
        of the division managed by the executive officer.

1995 MARKET SURVEY

    -  EXECUTIVE OFFICERS

       -A review of  the Company's  executive compensation was  completed by  an
        independent compensation consultant in April 1995. In reviewing the 1995
        executive  compensation programs,  the compensation  consultant reviewed
        market data  (based  on  surveys  published  in  1994)  for  the  Bank's
        competitive  group.  The  market  data  was  updated  to  February 1995,
        assuming a 4% annualized increase. The Bank's competitive group included
        banks with $800  million to  $6 billion  in assets,  with specific  Bank
        officers  having been "matched" as  closely as possible with competitive
        group members with similar functional responsibilities. The compensation
        consultant concluded  that  the Bank's  base  salaries were  within  the
        competitive  range  but  ranked  between the  25th  and  50th percentile
        levels. Further, the total compensation  paid to the executive  officers
        (including base salary and bonus) ranked in the 50th percentile. In that
        a  key principle of the Committee is total compensation should be in the
        75th to 90th  percentile range,  the Committee will  continue to  review
        executive  compensation  programs  to  ensure  the  Bank  moves  in  the
        direction of  this range.  The Committee  believes this  is critical  to
        retaining highly-qualified executives.

    -  CHIEF EXECUTIVE OFFICER

       -The   April  1995  review  completed  by  the  independent  compensation
        consultant (described immediately above) reflected that John Dean's 1995
        base salary was below the 25th percentile level of base salaries paid to
        chief executive officers in the Bank's competitive group. Further,  John
        Dean's  aggregated 1995 base salary and  bonus (based on Mr. Dean's 1995
        bonus tied to 1994 performance)  ranked below the 50th percentile  level
        of aggregated base salaries and bonuses in the competitive group.

       -In  January  1996, the  Committee approved  a grant  of 5,000  shares of
        restricted stock to  Mr. Dean, with  none of such  shares vesting  until
        January  2000 (at which time 100% of the shares will vest). In approving
        the stock grant  to Mr.  Dean, the Committee  noted that  the grant  was
        being  made  in recognition  of Mr.  Dean's success  in 1995  (and prior
        years) in  increasing  Company shareholder  value.  The stock  grant  is
        subject to approval by the Federal Reserve Bank of San Francisco.

                                       8

<PAGE>
INCENTIVE COMPENSATION PAID BASED ON 1995 COMPANY PERFORMANCE

    -  ACTUAL INCENTIVE COMPENSATION PAYMENTS.

       -CHIEF EXECUTIVE OFFICER. 100% of John Dean's 1995 incentive compensation
        payment   depended  on  total  Company  profitability.  Under  the  1995
        Incentive Compensation  Program,  the  threshold,  target,  and  stretch
        payout amounts (represented as percentages of base salary) for John Dean
        were  10%, 30%,  and 65%,  respectively. The  Company's 1995  net income
        reached  the   stretch   goal.  Accordingly,   John   Dean's   incentive
        compensation  payment of  $152,321 represented approximately  60% of his
        base salary on  December 31, 1995  ($254,200). A portion  of Mr.  Dean's
        bonus ($30,464) was deferred.

       -OTHER  EXECUTIVE OFFICERS.  In addition to  the Company's profitability,
        the Personnel and Compensation Committee  set other goals for the  other
        executive officers' threshold, target, and stretch payment goals, namely
        division  and individual  performances. For those  executive officers in
        profit-generating units, including James Forrester and Richard  Harding,
        division  goals (and actual payments) were tied to financial performance
        of the respective  division, increase  in the  division's deposits,  and
        client  calls  made by  the division.  For  those executive  officers in
        support divisions, including Glen Blackmon, John Busch and Glen Simmons,
        1995 incentive compensation  goals (and  actual payments)  were tied  to
        management  of credit and operational  risk, client service, and special
        projects (including projects involving conversion of the Company's  core
        system and involving relocation to the Company's new headquarters).

    -  EMPLOYEE STOCK OWNERSHIP PLAN

       -Also,  see discussion in "Employee Stock Ownership Plan" below regarding
        payments  to   executives   under  the   Company's   qualified   defined
        contribution plan.

TAX CONSEQUENCES

    To  the  extent  readily determinable  and  as  one of  the  factors  in its
consideration of compensation matters,  the Committee considers the  anticipated
tax  treatment to  the Company  and to  the executives  of various  payments and
benefits. The Committee  will consider  various alternatives  to preserving  the
deductibility  of  compensation  payments (in  particular,  pursuant  to Section
162(m) of the Internal Revenue Code) to the extent reasonably practicable and to
the extent  consistent  with its  other  compensation objectives.  No  executive
officer  received cash compensation in excess of $1 million during 1995, and the
Committee  does  not  expect  that  any  executive  officer  will  receive  cash
compensation  in  excess  of  $1  million  during  1996.  The  Committee adopted
limitations on the number of shares that may be subject to awards granted  under
the 1989 Stock Option Plan during any one calendar year to an individual so that
compensation derived from stock options granted under such plan would qualify as
"performance-based"  compensation within the meaning of Section 162(m) and would
therefore be deductible by the Company.

                      PERSONNEL AND COMPENSATION COMMITTEE
                              ANN R. WELLS, CHAIR
                                  GARY K. BARR
                      DAVID M. DEWILDE (SINCE AUGUST 1995)
                                  HENRY M. GAY
                    DANIEL J. KELLEHER (UNTIL JANUARY 1995)
                                 MICHAEL ROSTER

                                       9

<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    During   1995,  the  Personnel  and  Compensation  Committee  performed  all
compensation functions of  the Board  of Directors. With  regard to  stock-based
compensation  (including  under  the  Company's  employee  benefit  plans),  the
Personnel and Compensation Committee worked with the Stock Committee, which  has
primary  responsibility for  reviewing and  approving the  Company's stock-based
compensation plans. (See  discussion below under  "Board Committees and  Meeting
Attendance"  for  additional  information  on  the  Personnel  and  Compensation
Committee and the Stock Committee). The Personnel and Compensation Committee and
the Stock Committee are currently chaired  by Ms. Ann Wells, with Messrs.  Barr,
deWilde, Gay and Roster serving as members. Mr. Kelleher served on the Personnel
and  Compensation Committee until January 1995.  With the exception of Mr. Barr,
who served as  Interim Acting  Chief Executive Officer  of the  Bank during  the
period  January 1993  through May 1993,  none of the  aforementioned persons has
ever been an officer or employee of the Company or the Bank.

    Ann R. Wells, Chief Executive Officer of Ann Wells Personnel Services, Inc.,
provided temporary employment and recruiting services to the Bank in 1995 and is
expected to perform such services in 1996. The fees paid to Ann Wells  Personnel
Services  by  the Bank  did not  exceed five  (5) percent  of that  firm's gross
revenues for its last full  fiscal year and are  comparable to those charged  by
unrelated parties for similar services.

    Freedom  Travel (of  which Daniel  J. Kelleher  was a  principal owner until
March 1995) provided travel agency services to  the Bank in 1995. The fees  paid
to  Freedom Travel by the Bank did not  exceed five (5) percent of that agency's
gross revenues for its last full fiscal year and are comparable to those charged
by unrelated parties for similar services.

    As a state-chartered bank  that is a member  of the Federal Reserve  System,
the  Bank is  subject to  regular examinations  by the  California State Banking
Department ("Department") and the  Federal Reserve Bank of  San Francisco. In  a
concurrent   Department/Federal  Reserve  Bank   of  San  Francisco  examination
concluded in the fourth quarter of 1993, the regulators identified two loans  to
Mr.  Barr, a  director, totaling  $529,000 at December  31, 1993,  which, in the
regulators' opinion, involved more  than a normal risk  of default. Only one  of
the  loans was outstanding as  of December 31, 1995  (with such loan having been
upgraded in the prior year to reflect no more than a normal risk of default). As
of December 31, 1995, the outstanding balance on this loan was $266,670.

                                       10

<PAGE>
                    RETURN TO SHAREHOLDERS PERFORMANCE GRAPH

    The following graph compares, for the period from December 31, 1990  through
December  31, 1995, the cumulative total  shareholder return on the Common Stock
of the Company with (i) the cumulative total return of the S&P 500 market index,
(ii) the cumulative  total return of  the NASDAQ stock  market index, (iii)  the
cumulative   total  return  of  the  NASDAQ  Banks  Index  and  (iv)  Montgomery
Securities' WESTERN BANK MONITOR California Independent Bank Proxy market index.
The graph assumes an initial investment  of $100 and reinvestment of  dividends.
The graph is not necessarily indicative of future stock price performance.

                    COMPARISON OF FIVE YEAR CUMULATIVE TOTAL
            RETURN AMONG SILICON VALLEY BANCSHARES, S&P 500, NASDAQ,
      NASDAQ BANKS AND THE CALIFORNIA INDEPENDENT BANK PROXY MARKET ISSUES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC


<TABLE>
<CAPTION>
                SILICON VALLEY
                  BANCSHARES          S&P 500    NASDAQ STOCK MARKET -US      NASDAQ BANKS
<S>        <C>                       <C>        <C>                         <C>
1990                            100        100                         100               100
1991                         136.54     130.47                      160.56            164.09
1992                          86.24     140.41                      186.87            238.85
1993                         105.84     154.56                      214.51            272.39
1994                         141.12      156.6                      209.69            271.41
1995                         250.88     215.46                       296.3            404.35
</TABLE>



<TABLE>
<CAPTION>
                                                                               DECEMBER 31,
                                                     ----------------------------------------------------------------
                                                       1990       1991       1992       1993       1994       1995
                                                     ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                  <C>        <C>        <C>        <C>        <C>        <C>
Silicon Valley Bancshares..........................     100.00     136.54      86.24     105.84     141.12     250.88
S&P 500............................................     100.00     130.47     140.41     154.56     156.60     215.46
NASDAQ Stock Market -- US..........................     100.00     160.56     186.87     214.51     209.69     296.30
NASDAQ Banks (1)...................................     100.00     164.09     238.85     272.39     271.41     404.35
California Independent Bank Proxy (1)..............     --         --         --         --         --         --
</TABLE>


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

(1)  Montgomery  Securities' WESTERN  BANK  MONITOR California  Independent Bank
    Proxy market index information  was not available to  the Company as of  the
    date  of  filing  of this  Preliminary  Proxy Statement.  Such  market index
    information will be inserted in the Definitive Proxy Statement. Another bank
    market index (the NASDAQ Banks Index) is being provided in this  Preliminary
    Proxy Statement and also will be included in the Definitive Proxy Statement.

                                       11

<PAGE>
                     TABLE 1 -- SUMMARY COMPENSATION TABLE

    The  following table  sets forth  certain information  for each  of the last
three (3)  fiscal  years concerning  the  compensation of  the  Chief  Executive
Officer  and the  five other most  highly compensated executive  officers of the
Company and  of the  Bank ("Named  Officers") (based  on salary  plus bonus  for
1995):

<TABLE>
<CAPTION>
                                                                                                     LONG-TERM COMPENSATION
                                                                                             ---------------------------------------
                                                                                                      AWARDS
                                                                                             ------------------------
                                                           ANNUAL COMPENSATION                            SECURITIES
                                              ---------------------------------------------  RESTRICTED   UNDERLYING      PAYOUTS
                                                                            OTHER ANNUAL        STOCK      OPTIONS/    -------------
                                              SALARY (1)      BONUS       COMPENSATION (2)   AWARDS (3)    SARS (4)    LTIP PAYOUTS
   NAME AND PRINCIPAL POSITION       YEAR        ($)           ($)               ($)             ($)          (#)           ($)
- ---------------------------------  ---------  ----------  --------------  -----------------  -----------  -----------  -------------
<S>                                <C>        <C>         <C>             <C>                <C>          <C>          <C>
John C. Dean (6)                     1995     $  254,200  $  152,321(7)          --              --           --            --
  President and Chief                1994     $  250,525  $  123,681(8)          --              --           --            --
  Executive Officer                  1993     $  175,346  $   75,000         $    87,741      $ 475,000      100,000        --
Glen Blackmon (9)                    1995     $  135,000  $   82,781(7)          --              --           21,500        --
  Executive Vice President           1994     $  124,692  $   62,915             --              --            5,000        --
  Chief Financial Officer            1993     $   50,000  $   25,000         $    15,064         --           20,000        --
  and Chief Information
  Officer
A. John Busch (10)                   1995     $  160,000  $   60,704(7)          --              --           21,500        --
  Executive Vice President,          1994     $  155,525  $   77,523(8)          --              --            3,500        --
  Chief Credit Officer and           1993     $   59,104  $   25,000         $    91,620         --           25,000        --
  General Counsel
James F. Forrester                   1995     $  160,000  $   75,703(7)          --              --           21,500        --
  Executive Vice President           1994     $  145,675  $   73,238             --              --           15,000        --
                                     1993     $  142,083  $   60,000         $   118,125         --           15,000        --
Richard H. Harding (11)              1995     $  145,000  $   73,450(12)         --              --           21,500        --
  Executive Vice President           1994     $  135,525  $   67,784             --              --            3,500        --
                                     1993     $   92,596  $   30,000         $    35,283         --           25,000        --
Glen G. Simmons (13)                 1995     $  135,000  $   82,781(12)         --              --           21,500        --
  Executive Vice President of        1994     $  128,367  $   62,915         $    45,327         --            5,000        --
  Human Resources and                1993     $   56,846  $   25,000         $    39,518         --           20,000        --
  Administration

<CAPTION>
                                       ALL OTHER
                                   COMPENSATION (5)
   NAME AND PRINCIPAL POSITION            ($)
- ---------------------------------  -----------------
<S>                                <C>
John C. Dean (6)                       $  23,500
  President and Chief                  $  19,998
  Executive Officer                    $   1,000
Glen Blackmon (9)                      $  21,250
  Executive Vice President             $  17,272
  Chief Financial Officer              $   1,000
  and Chief Information
  Officer
A. John Busch (10)                     $  23,500
  Executive Vice President,            $  19,998
  Chief Credit Officer and                --
  General Counsel
James F. Forrester                     $  23,500
  Executive Vice President             $  19,998
                                       $  18,369
Richard H. Harding (11)                $  22,750
  Executive Vice President             $  18,630
                                       $   1,000
Glen G. Simmons (13)                   $  21,250
  Executive Vice President of          $  17,258
  Human Resources and                  $   1,000
  Administration
</TABLE>


- ------------------------------
 (1) Includes amounts deferred at the election of the executive officer.

 (2) Amounts  in this column represent relocation costs incurred by the employee
     and reimbursed by the Bank. Amounts  for the years shown are not  reflected
     if  the total value of  perquisites paid to the  executive officer during a
     fiscal year did not exceed, in the aggregate, the lesser of $50,000 or  10%
     of the individual's salary plus bonus in the subject year.

 (3) As  of December  31, 1995,  Mr. Dean held  50,000 restricted  shares of the
     Company's Common Stock, with  a market value  of $1,200,000. Market  values
     were based on the $24.00 closing market price of the Company's Common Stock
     on    the   National   Association    of   Securities   Dealers   Automated
     Quotation/National Market System on December 29, 1995, the last trading day
     of 1995. Holders  of restricted stock  have rights equivalent  to those  of
     other  shareholders, including voting rights and rights to dividends. Since
     the date of grant, Mr. Dean's restricted stock grant was amended to  change
     the  vesting,  which originally  provided for  a three-year  vesting period
     beginning in 1994, to provide for 100% cliff-vesting in 1996 (with  vesting
     contingent  upon  continued  employment). Accordingly,  all  of  Mr. Dean's
     shares will vest on March 31, 1996.

 (4) The numbers  in  this column  reflect  shares of  common  stock  underlying
     options.  No  Stock Appreciation  Rights ("SARs")  were awarded  during the
     years 1993 through 1995.

 (5) Amounts in this  column represent employer  contributions to the  Company's
    combined 401(k) and Employee Stock Ownership Plan.

 (6) Mr. Dean joined the Company and the Bank in May 1993.

 (7)  Bonus grant  is subject  to approval  by the  Federal Reserve  Bank of San
    Francisco. Also, 20% of the executive's bonus was deferred.

                                       12

<PAGE>
 (8) These bonuses were payable in stock, with the number of shares tied to  the
    closing  market price of the Company's stock  ($13.625) on the date of Board
    approval of  the bonuses  (January  24, 1995).  With  regard to  such  stock
    grants,  the  Board  offered  the executive  officers  their  choice  of the
    following: (1) 100% of  the bonus amount  would be paid  in stock, with  the
    officer  being responsible  to pay out-of-pocket  the taxes  related to such
    stock grant or (2)  the bonus amount  would be paid in  part stock and  part
    cash,  with the cash portion of such  bonus amount being equal to the amount
    of taxes payable on the total bonus amount. (Such cash portion was  withheld
    by the Company to pay the taxes, and accordingly, no cash was payable to the
    executive). Mr. Dean selected the former alternative, and Mr. Busch selected
    the latter alternative.

 (9) Mr. Blackmon joined the Company and the Bank in August 1993.

(10) Mr. Busch joined the Company and the Bank in August 1993.

(11) Mr. Harding joined the Bank in April 1993.

(12) 20% of the executive's bonus was deferred.

(13) Mr. Simmons joined the Bank in July 1993.

STOCK OPTIONS

    The  following table sets forth information  concerning the grant of options
to purchase the Company's Common Stock to the Named Officers during 1995:

                TABLE 2 -- OPTION/SAR GRANTS IN LAST FISCAL YEAR

                         INDIVIDUAL GRANTS IN 1995 (1)


<TABLE>
<CAPTION>
                                                                                                 POTENTIAL REALIZABLE
                                     NUMBER OF                                                     VALUE AT ASSUMED
                                    SECURITIES   PERCENT OF TOTAL                                ANNUAL RATE OF STOCK
                                    UNDERLYING       OPTIONS/                                   PRICE APPRECIATION FOR
                                     OPTIONS/     SARS GRANTED TO   EXERCISE OR                    OPTION TERM (3)
                                       SARS        EMPLOYEES IN     BASE PRICE    EXPIRATION    ----------------------
NAME                                GRANTED (#)   FISCAL YEAR (2)    ($/SHARE)       DATE        5% ($)      10% ($)
- ----------------------------------  -----------  -----------------  -----------  -------------  ---------  -----------
<S>                                 <C>          <C>                <C>          <C>            <C>        <C>
John C. Dean......................      --              --              --            --           --          --
Glen Blackmon.....................      21,500           5.84%       $   13.63      01/24/2000  $  80,963  $   178,907
A. John Busch.....................      21,500           5.84%       $   13.63      01/24/2000  $  80,963  $   178,907
James F. Forrester................      21,500           5.84%       $   13.63      01/24/2000  $  80,963  $   178,907
Richard H. Harding................      21,500           5.84%       $   13.63      01/24/2000  $  80,963  $   178,907
Glen G. Simmons...................      21,500           5.84%       $   13.63      01/24/2000  $  80,963  $   178,907
</TABLE>


- ------------------------
(1) Consists entirely of options  granted pursuant to  the Company's 1989  Stock
    Option  Plan (the "Plan"). The Plan  provides for administration of the Plan
    by the Board  of Directors of  the Company,  or by the  Stock Committee  (to
    which  Committee the Board  has delegated authority  to administer the Plan)
    (the "Administrator"). As Administrator, the Stock Committee designates  the
    persons  to be granted options, the type of option, the number of underlying
    shares, the  exercise price,  the date  of grant  and the  date options  are
    exercisable.   The  Administrator   also  has  broad   discretion  to  amend
    outstanding options or to effect  repricings. These options were granted  at
    100%  of the fair market value of the  Company's Common Stock on the date of
    grant. The option grants vest ratably over three years and expire five years
    from the date of  grant. Upon a  "Change in Control" of  the Company or  the
    Bank, the options will become fully exercisable.

(2) Based  on options to purchase an aggregate of 368,250 shares of Common Stock
    granted to all employees during 1995.

(3) Represents the potential net realizable  dollar value of the option  grants,
    i.e.,  the market price  of the underlying shares  (adjusted for the assumed
    annual stock  appreciation  rates of  5%  and 10%,  respectively,  with  the
    assumed  rates compounded annually over the  five-year term of the options),
    minus  the  aggregate  exercise  price  of  the  options.  The  stock  price
    appreciation  rates  are mandated  by  SEC rules  and  do not  represent the
    Company's estimate of future stock prices.

    The following  table  sets  forth information  concerning  the  exercise  of
options  during  1995 and  the options  held  at 1995  fiscal year-end  by Named
Officers.

                                       13

<PAGE>
       TABLE 3 -- AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                     FISCAL YEAR-END OPTION/SAR VALUES (1)


<TABLE>
<CAPTION>
                                                                    NUMBER OF SECURITIES
                                                                   UNDERLYING UNEXERCISED     VALUE OF UNEXERCISABLED
                                         SHARES                    OPTIONS/SARS AT FISCAL    IN- THE-MONEY OPTIONS/SARS
                                       ACQUIRED ON     VALUE              YEAR-END             AT FISCAL YEAR-END (3)
                                        EXERCISE    REALIZED (2) --------------------------  --------------------------
NAME                                       (#)          ($)      EXERCISABLE  UNEXERCISABLE  EXERCISABLE  UNEXERCISABLE
- -------------------------------------  -----------  -----------  -----------  -------------  -----------  -------------
<S>                                    <C>          <C>          <C>          <C>            <C>          <C>
John C. Dean.........................      --           --           50,000        50,000    $   753,000   $   753,000
Glen Blackmon........................      --           --           15,100        31,400    $   198,204   $   355,351
A. John Busch........................      --           --           17,940        32,060    $   244,938   $   367,937
James F. Forrester...................      15,819    $ 159,445       21,150        36,350    $   274,469   $   427,737
Richard H. Harding...................      --           --           17,940        32,060    $   278,438   $   384,437
Glen G. Simmons......................      --           --           15,100        31,400    $   226,612   $   369,343
</TABLE>


- ------------------------
(1) Consists entirely of  stock options. No  stock appreciation rights  ("SARs")
    have been awarded to date.

(2) Represents  the market price of the underlying securities on the date of the
    option exercise, minus the exercise price.

(3) Represents the  market value  of the  underlying securities  at 1995  fiscal
    year-end,  based on the $24.00 closing  market price of the Company's Common
    Stock  on  the   National  Association  of   Securities  Dealers   Automated
    Quotation/National  Market System  on December  29, 1995,  less the exercise
    price.

EMPLOYEE STOCK OWNERSHIP PLAN

    The Company  makes  annual contributions  to  the now  combined  401(k)  and
Employee  Stock Ownership Plan.  (In 1995, the  Company Employee Stock Ownership
Plan [a qualified stock bonus plan under the Internal Revenue Code] merged  into
the Bank 401(k) Plan [a qualified profit sharing plan under the Internal Revenue
Code].) Hereinafter, "ESOP" shall refer to the portion of the combined plan that
includes amounts contributed by the Company on a compensation-based formula. The
assets of the ESOP (primarily Company stock) are held in trust for the exclusive
benefit  of the employee-participants.  Annual contribution amounts  to the ESOP
are tied to the Company's profitability. Under the 1995 program, the  guaranteed
contribution  was  5%  of  each  employee's  eligible  base  compensation, with,
however, an additional potential 10% (of eligible base compensation) to be paid,
depending  on  attaining  Company   profitability  goals  (subject  to   certain
limitations   on  contributions  under  the  Internal  Revenue  Code  and  other
limitations, including  vesting  provisions,  under  the  ESOP).  The  Company's
profitability in 1995 (reaching stretch goals) resulted in contributions to each
employee of 15% of annual eligible base compensation.

                            TERMINATION ARRANGEMENTS

    The  Bank has entered into Termination Agreements ("Termination Agreements")
with Messrs.  Dean,  Blackmon,  Busch, Forrester,  Harding,  Simmons  and  other
executive  officers. The  Termination Agreements  provide for  severance pay and
continuation of certain benefits if (1) the executive's employment is terminated
following a  "Change  in  Control"  (defined below)  or  (2)  the  executive  is
terminated without cause, other than in connection with a Change in Control. The
Termination  Agreements were approved by disinterested  members of the Boards of
Directors of the Company and the Bank during 1994.

    TERMINATION FOLLOWING A  CHANGE IN CONTROL.   In order  for an executive  to
receive benefits under the Termination Agreements following a Change in Control,
the   executive  must   (i)  be   terminated  involuntarily   without  cause  or
constructively  terminated   within   12   months  following   the   Change   in

                                       14

<PAGE>
Control or (ii) voluntarily terminate his employment within 180 days following a
Change  in Control  (in which  case he  retains the  right to  limited severance
benefits, including one-half of the termination payments otherwise provided  for
following a Change in Control).

    Under  the Termination Agreements,  a "Change in Control"  will be deemed to
have occurred in any of the following circumstances:

        (1) the acquisition of  50% or more of  the outstanding voting stock  of
    the Company or the Bank by any person or entity, with certain exceptions for
    employee benefit plans of the Company or the Bank;

        (2)  the acquisition of 25%  or more of the  outstanding voting stock of
    the Company  or the  Bank  by any  person  or entity  and  a change  in  the
    composition  of the  Board during  the following  12 months  such that those
    persons serving as directors immediately prior to the share acquisition, and
    those new  directors  elected  by a  vote  of  at least  two-thirds  of  the
    directors  of the Company or the Bank, cease  to make up at least 60% of the
    directors of the Company or the Bank;

        (3) a merger or consolidation of the Company or the Bank with any  other
    corporation,  other than a merger or consolidation in which the shareholders
    of the Company  or the  Bank immediately prior  thereto continue  to own  at
    least 75% of the outstanding voting stock of the surviving entity; or

        (4)  the complete liquidation of the Company or the Bank, or disposition
    of all or substantially all of the Company's or the Bank's assets.

    A constructive  termination is  deemed  to have  occurred if  the  executive
resigns  in writing  following a reduction  in the executive's  then annual base
salary, a  material reduction  in  the executive's  responsibilities,  incentive
compensation or benefits, or a relocation by more than 50 miles of the principal
place at which the executive works.

    Under  the Termination Agreements, the  amount of severance benefits payable
to an executive whose employment is terminated during the 12 months following  a
Change in Control is dependent upon the "transaction price multiple" of the then
book value of the Company or the Bank. As the transaction price multiple of book
value  increases above 1.0, the severance  benefit (represented as a multiple of
the executive's  base salary)  increases. For  the percentage  of  consideration
received  in excess of  book value, the  executive is entitled  to receive twice
that percentage multiplied by his then  annual base salary. Also, the  executive
is  entitled to a pro  rata portion of earned  bonus compensation. Finally, upon
such a  termination,  all outstanding  options  (representing interests  in  the
Company's  Common Stock)  will become immediately  and fully vested  (and may be
exercised within three months following  termination) and all restrictions  upon
any  restricted Company  stock will lapse  immediately and all  such shares will
become fully vested.

    In linking the amount of termination  payments within 12 months following  a
Change in Control to the transaction price multiple of book value, the Boards of
Directors  of the  Company and the  Bank underscored their  view that management
should be rewarded correspondingly  for increased shareholder value.  Therefore,
the  amount of severance payments to executives under the Termination Agreements
increases in direct proportion to increases  in value realized through a  Change
in  Control of the Company  or the Bank. Conversely, sale  of the Company or the
Bank for less  than book value,  would result  in no cash  payout to  executives
under  the  Termination Agreements,  although they  would  still be  entitled to
acceleration of vesting and continuation of benefits.

    The severance program  approved by the  Boards of the  Company and the  Bank
includes  non-executive Bank officers above a specified grade level in the Bank.
The amount of severance benefits payable  to officers below the executive  level
is  likewise dependent  upon the  "transaction price  multiple" described above.
Under the program for non-executive officers, as the grade level of the  officer
in  the  Bank increases,  the  multiple of  the  officer's base  salary  used in
determining the severance benefit increases.

                                       15

<PAGE>
    In reviewing the proposed Termination Agreements, the Boards of the  Company
and  the Bank researched Change in  Control protections afforded to employees in
other banking institutions  of similar  size. Based on  this review,  it is  the
Board's  view  that the  program  approved by  the  Boards is  less  generous to
employees than  programs typically  afforded to  other institutions'  employees,
particularly,  in light  of the required  premium benefits to  shareholders as a
condition to any cash severance payments being made.

    TERMINATION WITHOUT CAUSE.  Under the Termination Agreements, executives are
entitled to different severance  benefits if they  are terminated without  cause
either  prior to a  Change in Control or  more than 12 months  after a Change in
Control. The severance benefit  is equal to 50%  of the executive's then  annual
base  salary, plus a pro rata portion  of earned bonus compensation. The payment
may be made  in a lump  sum or, at  the executive's election,  in equal  monthly
installments for a period not to exceed six months from the date of termination.
During  the period, the executive is entitled to receive reasonable outplacement
services and  continuation  of  insurance  and  other  health  related  benefits
provided  by the Bank. Also, all  outstanding options (representing interests in
the Company's Common Stock) on the  date of termination will become  immediately
and   fully  vested  (and  may  be   exercised  within  three  months  following
termination) and all restrictions upon  any restricted Company stock will  lapse
immediately and all such shares will become fully vested.

    LIMITATION ON SEVERANCE PAYMENTS.  To the extent that the severance payments
otherwise  called  for  by  the  Termination  Agreements  would  trigger "golden
parachute" tax treatment  pursuant to Section  280G and/or Section  4999 of  the
Internal  Revenue Code, the  payments will be  reduced so that  such adverse tax
consequences to the Company are not triggered.

DEAN EMPLOYMENT AGREEMENT

    Mr. Dean entered into an employment agreement with the Company and the Bank,
effective April  12,  1993.  The  agreement provided  for  a  one-year  term  of
employment,  renewable annually thereafter by  mutual agreement. Pursuant to his
employment agreement, Mr. Dean received a  grant of 50,000 shares of  restricted
stock  in 1993, of which 25% were originally  scheduled to vest on each of March
31, 1993,  1994,  1995  and 1996.  Such  shares  were originally  subject  to  a
restriction  on resale  for two  years following  vesting. This  stock grant was
amended in the last quarter of 1993  to provide that no shares would vest  until
March  31, 1996, at which time 100% of  the shares would vest. The agreement was
further amended in 1995 to delete  the two-year resale restriction. (The  resale
restriction was deleted to provide Mr. Dean with sufficient liquidity to pay the
income  taxes on  the 50,000  shares vesting  in 1996.)  Additionally, under Mr.
Dean's employment agreement, the  Company granted Mr.  Dean options to  purchase
50,000 shares of the Company's Common Stock pursuant to the Company's 1989 Stock
Option  Plan (with the agreement providing for options to purchase an additional
50,000 shares under the terms of the agreement). The options vest as to 25% each
year, beginning in 1994.  With the adoption  of the above-described  Termination
Agreements  and with  the exception of  the above-described terms  in Mr. Dean's
employment agreement, most  key provisions  of Mr.  Dean's employment  agreement
have been superseded.

SMITH EMPLOYMENT AGREEMENT

    Roger  V. Smith resigned as a member of the Company Board, effective October
24, 1995. Pursuant to an Employment Agreement, Mr. Smith will remain employed by
the Bank through October 31, 1997.  Thereafter, Mr. Smith's employment term  may
be  renewed for  three successive  one-year periods  (commencing on  November 1,
1997, November  1,  1998, and  November  1, 1999,  respectively)  under  certain
conditions  and  circumstances.  During  the employment  term,  Mr.  Smith shall
receive a  monthly salary  of  $8,333. Also,  during  the employment  term,  all
options held by Mr. Smith will continue to be outstanding and vest in accordance
with their respective terms.

WOODWARD CONSULTING AGREEMENT

    Allyn  C. Woodward  resigned as  Senior Executive  Vice President  and Chief
Operating Officer  of  the Bank,  effective  April 1,  1995.  The Bank  and  Mr.
Woodward  have entered  into a  consulting agreement,  effective April  1, 1995,
pursuant   to   which   Mr.   Woodward    will   continue   to   serve   as    a

                                       16

<PAGE>
consultant  to the Bank until October  1996. Under the consulting agreement, the
Bank will pay Mr. Woodward $214,200 over the 19-month period from April 1995  to
October  1996, for Mr. Woodward's services  as a consultant. Until October 1996,
all stock options held by Mr. Woodward will continue to be outstanding and  vest
in  accordance with  their respective terms.  Additionally, the  Company and the
Bank granted Mr.  Woodward 25,000 shares  of the Company's  Common Stock,  which
vested  as to 1/3 of such number of shares on January 5, 1996 (on account of Mr.
Woodward's non-competition with the Bank  through and including such date),  and
which  will vest as to 1/3  of such number of shares  on each of January 5, 1997
and 1998, contingent upon Mr. Woodward's continued non-competition with the Bank
through and including the respective vesting dates.(1)

UYEMURA AGREEMENTS

    The Company and the  Bank entered into an  agreement with Dennis G.  Uyemura
pursuant to which Mr. Uyemura resigned as Chief Financial Officer of the Company
and  the Bank, effective September 15, 1995. In accordance with the "termination
without cause" provisions of the  Termination Agreement previously entered  into
between  the Bank and  Mr. Uyemura, as  described above, Mr.  Uyemura received a
severance benefit equal to  50% of his  then annual base salary  on the date  of
termination,  plus a  pro rata portion  of earned bonus  compensation. Also, Mr.
Uyemura's outstanding options on September 15, 1995 became immediately and fully
vested. Additionally, the Company, the Bank, and Mr. Uyemura have entered into a
Consulting Agreement,  pursuant to  which  Mr. Uyemura  has  been engaged  as  a
consultant  to work  on the Company's  transition to a  new financial management
system. During the consulting term (September 15, 1995 through March 15,  1996),
Mr. Uyemura will be paid $6,667 per month.

- ------------------------
(1)  As reported  in the Company's  1995 Proxy Statement,  Mr. Woodward's 25,000
    restricted shares of the  Company's Common Stock held  at December 31,  1994
    were  forfeited  to  the  Company. The  grant  described  in  this paragraph
    constituted a new grant to Mr. Woodward.

                                       17

<PAGE>
                    BOARD COMMITTEES AND MEETING ATTENDANCE

    The  Company and the  Bank have Audit,  Directors' Loan, Executive, Finance,
Personnel and  Compensation/Stock  Committees  of  their  respective  Boards  of
Directors. Members as of the Record Date were as follows:

<TABLE>
<CAPTION>
AUDIT                                 DIRECTORS' LOAN                       EXECUTIVE
- ------------------------------------  ------------------------------------  ------------------------------------
<S>                                   <C>                                   <C>
Clarence J. Ferrari, Jr., Chair       Gary K. Barr, Chair                   Daniel J. Kelleher, Chair
James F. Burns, Jr.                   John C. Dean                          James F. Burns, Jr.
Henry M. Gay                          David M. deWilde                      John C. Dean
James R. Porter                       Daniel J. Kelleher                    Michael Roster
                                      Ann R. Wells

<CAPTION>

                                      PERSONNEL AND
FINANCE                               COMPENSATION/STOCK
- ------------------------------------  ------------------------------------
<S>                                   <C>                                   <C>
James F. Burns, Jr., Chair            Ann R. Wells, Chair
John C. Dean                          Gary K. Barr
Clarence J. Ferrari, Jr.              David M. deWilde
James R. Porter                       Henry M. Gay
                                      Michael Roster
</TABLE>


AUDIT COMMITTEE (JOINT COMPANY/BANK COMMITTEE)   13 meetings in fiscal year 1995

    - Approves  the  selection  and  termination  of  the  Company's independent
      auditors;

    - Reviews the  scope and  results  of the  audit  plans of  the  independent
      auditors;

    - Reviews the adequacy of the Company's internal accounting controls;

    - Reviews  with management, and with the independent auditors, reports filed
      with  banking  regulatory  agencies   and  the  Securities  and   Exchange
      Commission;

    - Evaluates  the  activities  and  utilization  of  the  Company's  internal
      auditing personnel; and

    - Oversees management's efforts  in ensuring that  the Company is  complying
      with accounting standards and with federal and state banking laws.

DIRECTORS' LOAN COMMITTEE (BANK COMMITTEE)       62 meetings in fiscal year 1995

    - Works  with management  in seeking to  ensure that the  Bank maintains and
      enforces the Bank's credit policy and credit procedures;

    - Works  with  management   in  ensuring  compliance   with  lending   limit
      restrictions and with established portfolio constraints and limitations;

    - Works  with management  in ensuring  problem credits  are identified  on a
      timely basis;

    - Establishes lending authority  levels for Bank  committees and  respective
      officer levels in the Bank; and

    - Reviews  the Bank's community  delineation's to ensure  that they meet the
      purposes of the Community Reinvestment Act.

EXECUTIVE COMMITTEE (SEPARATE COMPANY/BANK COMMITTEES) 8 meetings (Company
Executive
                                                       Committee) in fiscal year
1995
                                                      5 meetings (Bank Executive
                                                       Committee) in fiscal year
                                                      1995

    - Works with management in developing long-term strategic plans;

    - Has the authority of the Board between Board meetings, except as otherwise
      provided by California law; and

                                       18

<PAGE>
    - Serves as the  nominating committee  for directors  as well  as Board  and
      Board  committee chairs.  (The Executive Committee  will consider nominees
      for director who are recommended  by shareholders. Shareholders that  wish
      to  submit names of prospective director-nominees for consideration by the
      Executive Committee should do  so in writing to  the Secretary of  Silicon
      Valley Bancshares, 3003 Tasman Drive, Santa Clara, CA 95054.)

FINANCE COMMITTEE (BANK COMMITTEE)               11 meetings in fiscal year 1995

    - Oversees  the Bank's investment  and funds management  policies, which are
      comprised of  the following  four policies:  investment policy,  liquidity
      management   policy,  asset/liability   management  policy,   and  capital
      management policy; and

    - Reviews and approves the Company's and the Bank's insurance policies.

PERSONNEL AND COMPENSATION COMMITTEE (BANK COMMITTEE)  9 meetings in fiscal year
                                                           1995

    - Works with management in ensuring that the Bank's long-term and short-term
      compensation  programs  are  competitive  and  effective  in   attracting,
      retaining, and motivating highly-skilled personnel;

    - Reviews  and  approves  the  Chief  Executive  Officer's  (and  the Bank's
      Managing Committee members') compensation;

    - Ensures that an appropriate mix  of long-term and short-term  compensation
      programs  are in place  to provide performance-oriented  incentives to the
      Bank's employees; and

    - Reviews and approves compensation and employee benefit plans. (With regard
      to stock-based plans, the Personnel and Compensation Committee coordinates
      its efforts with those of the Company's Stock Committee.)

STOCK COMMITTEE (COMPANY COMMITTEE)               4 meetings in fiscal year 1995

    - Reviews  and  approves  all  stock-based  compensation  plans,   including
      employee stock option plans and employee stock ownership plans;

    - Makes option grants to executive officers; and

    - Works  with the  Bank's Personnel  and Compensation  Committee in ensuring
      that stock-based  compensation plans  for  the Company  and the  Bank  are
      effective in incentivizing employees to excel in performance.

    Actions  taken by the  above-described Board Committees  are reported to the
Company or Bank Board, as appropriate, following the Committee meetings.

    During fiscal year  1995 (ended  December 31,  1995), the  Company Board  of
Directors met 10 times: 4 regular meetings and 6 special meetings. During fiscal
year  1995 (ended December 31, 1995), the  Bank Board of Directors met 12 times:
12 regular meetings and zero special  meetings. All directors attended at  least
75%  of the aggregate of  all Board meetings and  meetings held by Committees of
which they were members.

                             DIRECTOR COMPENSATION

    Outside directors receive an annual automatic stock grant of 2,500 shares of
the Company's Common Stock, together with reimbursement for travel expenses. The
annual grants of 2,500 shares are  issued under the Company's 1989 Stock  Option
Plan.  Subject to  re-election to  the Board, each  director will  be granted an
award of 2,500  shares on  April 19, 1996  in recognition  of 1996-1997  service

                                       19

<PAGE>
on  the  Board.  During 1995,  Directors  Barr, Burns,  Ferrari,  Gay, Kelleher,
Porter, Roster and Wells each received a 2,500-share grant and Director  deWilde
received a 2,083-share grant upon joining the Board in July 1995.

    The  Chair of  the Board  receives an additional  annual fee  of $5,000. The
Chairs of the  respective Board  Committees, as well  as the  Vice-Chair of  the
Board,  each receive an annual fee of  $1,500. Finally, outside directors on the
Directors' Loan Committee (including the  Chair of this Committee) receive  $150
for  every Committee meeting attended after the first two in any calendar month.
The Committee has five scheduled meetings each calendar month.

    The compensation program for outside directors currently is under review  by
the Personnel and Compensation Committee and is subject to change.

                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS

PRINCIPAL SHAREHOLDERS

    Information  concerning the owners of more than 5% of the outstanding Common
Stock of the Company (as  of the Record Date) follows.  The Company knows of  no
persons other than those entities described below who beneficially own more than
5% of the outstanding Common Stock of the Company.


<TABLE>
<CAPTION>
                                     SHARES BENEFICIALLY OWNED
                                     --------------------------
                                      NUMBER OF     PERCENT OF
     NAME OF BENEFICIAL OWNER           SHARES        TOTAL
- -----------------------------------  ------------  ------------
<S>                                  <C>           <C>
Entities affiliated with                704,015(1)        7.7%
 Brinson Partners, Inc.
 209 South La Salle
 Chicago, Illinois 60604

Entities affiliated with                615,945(2)        6.7%
 GeoCapital Corporation
 767 Fifth Avenue
 New York, New York 10153

H.A. Schupf & Co., Inc.                 597,990(3)        6.6%
 101 East 52nd Street
 New York, New York 10022

T. Rowe Price Associates, Inc.          519,000(4)        5.7%
 100 E. Pratt Street
 Baltimore, Maryland 21202
</TABLE>


- ------------------------
(1)  The number of shares, together with information in this footnote, have been
    derived from Amendment No. 2 to Schedule 13G dated as of February 9, 1996 by
    Brinson Partners, Inc.  ("BPI"), an  investment adviser, as  filed with  the
    Securities and Exchange Commission ("SEC"). BPI is a wholly owned subsidiary
    of  Brinson Holdings,  Inc. ("BHI"), a  parent holding  company; and Brinson
    Trust Company ("BTC"), a bank, is a wholly-owned subsidiary of BPI. BHI is a
    wholly-owned subsidiary of SBC Holding  (USA), Inc. ("SBCUSA"). SBCUSA is  a
    wholly-owned  subsidiary of Swiss Bank Corporation ("SBC"). SBC, SBCUSA, BHI
    and BPI may be deemed to beneficially own and have the power to dispose  and
    vote or direct the disposition of voting of the Common Stock held by BTC and
    BPI.  BTC has  shared voting and  dispositive power with  respect to 188,215
    shares and  BPI has  shared voting  and dispositive  power with  respect  to
    704,015 shares.

(2)  The  number of  shares in  this  table, together  with information  in this
    footnote, have been derived from the  Schedule 13G dated as of February  15,
    1996 by GeoCapital Corporation ("GCC"), as

                                       20

<PAGE>
    filed  with the  SEC. GCC is  deemed to  be the beneficial  owner of 517,745
    shares since it has the sole power  to dispose or to direct the  disposition
    of  such shares; however, GCC does not have any voting power with respect to
    such shares. Irwin Lieber and Barry K. Fingerhut, principal stockholders  of
    GCC,  own  directly  42,650  and  51,350  shares,  respectively.  Jeanne  E.
    Flaherty, an employee of GCC, owns  500 shares; Seth Lieber, an employee  of
    GCC,  owns 1,500  shares; Jonathan  Lieber, an  employee of  GCC, owns 2,000
    shares; and Wilma  Engel, an individual,  owns 200 shares.  In addition,  by
    reason of their ownership interests in GCC, Messrs. Lieber and Fingerhut may
    also  be deemed to be indirect beneficial  owners of the 517,745 shares that
    GCC is deemed to own beneficially.

(3) The  number of  shares in  this  table, together  with information  in  this
    footnote, have been derived from Amendment No. 3 to Schedule 13G dated as of
    January  26, 1996  by H. A.  Schupf &  Co., Inc., an  investment adviser, as
    filed with the SEC.  H. A. Schupf  & Co., Inc., has  sole voting power  with
    respect  to 50,000  shares and  sole dispositive  power with  respect to all
    597,990 shares. Its clients are the  actual owners of 547,990 of the  shares
    and  have  the  right to  receive  or the  power  to direct  the  receipt of
    dividends from,  or the  proceeds  from the  sale  of, such  securities.  No
    individual client has an interest that relates to more than five (5) percent
    of the class.

(4)  The number of shares, together with information in this footnote, have been
    derived from the Schedule 13G dated as of February 14, 1996 by T. Rowe Price
    Associates, Inc. ("TRP Associates"), an investment adviser and T. Rowe Price
    Small Cap Value Fund,  Inc. ("TRP Fund"), as  filed with the Securities  and
    Exchange  Commission  ("SEC"). TRP  Associates  has sole  voting  power with
    respect to 35,000 shares and sole dispositive power with respect to  519,000
    shares. TRP Fund has sole voting power with respect to 480,500 shares (which
    number  of  shares is  included  in the  number  of shares  reported  by TRP
    Associates) and sole dispositive power as  to no shares. The ultimate  power
    to  receive dividends and the  power to direct the  receipt of dividends are
    vested in the individual and  institutional clients to which TRP  Associates
    serves as investment adviser. No client has an interest that relates to more
    than  five (5) percent of the class. With respect to securities owned by the
    TRP Fund, only State Street Bank and Trust Company, as custodian for the TRP
    Fund, has the right to receive dividends paid with respect to, and  proceeds
    from  the  sale  of,  such  securities. The  shareholders  of  the  TRP Fund
    participate proportionately in any dividends and distributions so paid.

               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

    The Company believes that during fiscal year 1995, with the exception of the
following items, its officers (as defined in  the rules under Section 16 of  the
Exchange  Act)  and  directors  have  complied  with  all  Section  16(a) filing
requirements, except that (i)  James Forrester and Harry  Kellogg each made  one
late filing with regard to one sale in 1995 and (ii) Catherine Ngo made one late
filing with regard to one purchase in 1995.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Certain  directors of the Company and Bank  and the entities with which they
are affiliated are customers of the Bank and have had banking transactions  with
the  Bank in the ordinary course of business. The Board of Directors of the Bank
adopted a policy during 1992  to prohibit new loans  or the renewal of  existing
loans  to insiders after December 31, 1993.  Term loans existing at December 31,
1992 were permitted to remain outstanding until scheduled maturity. The  Company
believes  that all extensions of credit  included in such transactions were made
in compliance  with  applicable  laws  and  on  substantially  the  same  terms,
including interest rates, collateral and repayment terms, as those prevailing at
the   time   for  comparable   transactions  with   other  persons   of  similar
creditworthiness and, in the opinion of the Board of Directors of the Bank,  did
not  involve more than a normal risk of collectibility or default or present any
other unfavorable features.

    See, however, "Compensation Committee Interlocks and Insider Participation."

                                       21

<PAGE>
                                 PROPOSAL NO. 2
                           APPROVAL OF AMENDMENTS TO
              THE SILICON VALLEY BANCSHARES 1989 STOCK OPTION PLAN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE OPTION PLAN

PROPOSED AMENDMENT

    The 1989 Silicon Valley Bancshares Stock Option Plan (the "Option Plan") was
amended by the Board of Directors in  February 1996, subject to approval by  the
Company's  shareholders, to  reserve an  additional 150,000  shares for issuance
thereunder, bringing  the  total number  of  shares  under the  Option  Plan  to
1,626,532  shares. A  principal reason  for the  proposed increase  in number of
shares under the Option Plan is to provide for the grant of options to  purchase
100,000  shares to  a consulting  firm that  has been  assisting the  Company in
development and implementation  of a  new financial management  system. The  new
financial  management  system is  intended to  assist in  maximizing shareholder
value through enhanced employee performance,  by more closely aligning  employee
interests  with  that of  the Company's  shareholders. The  option grant  to the
consulting firm will be made on the  date of the Annual Meeting of  Shareholders
(April  18, 1996) at  an exercise price equal  to the greater  of (a) $20.00 per
share or (b) the closing  market price of the  underlying Common Stock on  April
18,  1996, subject to shareholder  approval of the increase  in number of shares
under the Option Plan. If such proposed increase in the number of shares is  not
approved, the subject consulting contract provides for a cash payment in lieu of
the option grant.

PARTICIPATION IN THE OPTION PLAN

    The  grant of  options, stock  purchase rights  and stock  bonuses under the
Option Plan to employees, including the executive officers named in the  Summary
Compensation  Table (the "Named Officers"), is  subject to the discretion of the
Company's Board of Directors or of  the Stock Committee (to which Committee  the
Board   has   delegated  authority   to   administer  the   Option   Plan)  (the
"Administrator"). As of the date of  this proxy statement, the only awards  that
have been granted under the Option Plan are options and stock bonuses. There has
been  no  determination  made  by  the  Administrator  with  respect  to  future
discretionary  awards  to  employees  or  consultants  under  the  Option  Plan.
Accordingly,  future  awards  to employees  are  not  determinable. Non-employee
directors are only eligible to participate in the automatic grant program  under
the  Option Plan. The automatic grant  of shares to non-employee directors under
the   plan   is   non-discretionary   but   is   subject   to   the    continued

                                       22

<PAGE>
service as a director on the automatic grant date. Accordingly, future awards to
non-employee  directors  are not  determinable. The  following table  sets forth
information with respect to the grant  of options/stock bonuses during the  last
fiscal year:

                     TABLE 4 -- AMENDED PLAN BENEFITS TABLE
                             1989 STOCK OPTION PLAN


<TABLE>
<CAPTION>
                                                                                   DOLLAR VALUE   NUMBER OF SHARES
                                                                                        OF           SUBJECT TO
                                                                                  OPTIONS/STOCK    OPTIONS/STOCK
       NAME OR IDENTITY OF GROUP                        POSITION                   BONUSES (1)    BONUSES GRANTED
- ---------------------------------------  ---------------------------------------  --------------  ----------------

<S>                                      <C>                                      <C>             <C>
John C. Dean                             President and Chief Executive Officer     $    217,872           9,078(2)

Glen Blackmon                            Executive Vice President, Chief           $    516,000          21,500(3)
                                          Financial Officer and Chief
                                          Information Officer

A. John Busch                            Executive Vice President, Chief Credit    $    571,968          23,832(4)
                                          Officer and General Counsel

James F. Forrester                       Executive Vice President                  $    516,000          21,500(3)

Richard H. Harding                       Executive Vice President                  $    516,000          21,500(3)

Glen G. Simmons                          Executive Vice President                  $    516,000          21,500(3)

All Current Executive Officers as a                                                $  2,853,840         118,910(5)
 Group

All Other Employees as a Group                                                     $  6,475,920         269,830(6)

All Outside Directors as a Group                                                   $  1,114,992          46,458(2)
</TABLE>


- ------------------------
(1) In the case of options, dollar value does not represent potential realizable
    value  to the optionee, but was computed by multiplying the number of shares
    by the  closing market  price of  the Company's  Common Stock  of $24.00  on
    December  29,  1995  as quoted  in  the National  Association  of Securities
    Dealers Automated Quotation/National  Market System.  In the  case of  stock
    bonuses,  dollar value was  computed by multiplying the  number of shares by
    the closing market price of the Company's Common Stock of $24.00 on December
    29, 1995  as  quoted  in  the National  Association  of  Securities  Dealers
    Automated Quotation/National Market System.

(2) Includes shares under stock bonuses only.

(3) Includes shares subject to options only.

(4)  Includes  21,500 shares  subject to  options and  2,332 shares  under stock
    bonuses.

(5) Includes 107,500  shares subject to  options and 11,410  shares under  stock
    bonuses.

(6)  Includes 260,750  shares subject  to options  and 9,080  shares under stock
    bonuses.

    The essential features of the Option Plan are outlined below.

GENERAL

    The Board  of Directors  believes  that the  ability to  grant  equity-based
awards  is an  important factor in  attracting and  retaining skilled employees,
directors and consultants. The Board believes that such equity-based awards help
to align  the  interests  of  employees,  directors  and  consultants  with  the
interests of the Company and shareholders of the Company.

                                       23

<PAGE>
ESSENTIAL FEATURES

    The  Option Plan provides for the grant  of stock options, stock bonuses and
stock purchase rights to eligible participants. As of December 31, 1995, options
to purchase  451,632 shares  had  been exercised,  options to  purchase  951,959
shares  were outstanding and  72,941 shares were available  for future grant. If
the shareholders approve the  proposed amendment, there  will be 222,941  shares
available  for future grant (of which options to purchase 100,000 shares will be
granted to the consulting firm described above.)

PURPOSE

    The purposes of the Option Plan are to attract and retain the best available
personnel for  positions of  substantial responsibility,  to provide  additional
incentive  to employees, directors and consultants of the Company and to promote
the success of the Company's business.

ADMINISTRATION

    With respect to discretionary grants of options, stock bonus awards or stock
purchase rights to employees who are  also officers or directors of the  Company
subject  to  Section  16(b)  of  the  Exchange  Act,  the  Option  Plan  will be
administered in such  a manner  as to satisfy  the disinterested  administration
requirements  of Rule 16b-3 promulgated under  the Exchange Act or any successor
rule thereto ("Rule 16b-3"). The Option Plan is currently being administered  by
the  Stock  Committee,  in  conjunction  with  the  Personnel  and  Compensation
Committee (collectively, the "Committee"). With respect to the annual  automatic
stock  awards to  members of  the Board of  Directors, as  described below, such
grants shall be automatic and not subject to the discretion of any person.

ELIGIBILITY

    The Option  Plan  provides  that  discretionary awards  may  be  granted  to
employees,   directors  and  consultants  of  the   Company  or  any  parent  or
majority-owned subsidiary.  Incentive  stock  options may  be  granted  only  to
employees. Except with respect to annual automatic stock bonus awards to members
of the Board of Directors, the Board or the Committee selects the recipients and
determines  the number  of shares to  be subject  to each award.  In making such
determination, the duties and  responsibilities of the  recipient, the value  of
his  or  her services,  his or  her  present and  potential contribution  to the
success of the Company,  the anticipated number of  years of future service  and
other  relevant factors are taken  into account. As of  December 31, 1995, there
are approximately 348 employees, nine  directors and one consultant eligible  to
participate in the Option Plan.

AUTOMATIC STOCK AWARDS TO DIRECTORS

    The  Option  Plan,  as  amended,  provides  that  members  of  the  Board of
Directors, who are not also employees of the Company (or affiliates thereof) and
who have  not been  employees of  the Company  (or affiliates  thereof) for  the
period  commencing  three years  prior  to the  date  of any  grants  under this
paragraph ("Outside Directors"), shall be automatically awarded 2,500 shares  of
the Company's Common Stock on the day after the Annual Meeting. Pursuant to this
provision,  Directors  Barr,  Burns, deWilde,  Ferrari,  Gay,  Kelleher, Porter,
Roster and Wells will receive 2,500 shares  if they are re-elected to the  Board
at  the Annual Meeting. Moreover, Outside Directors who are appointed or elected
to the  Board subsequent  to the  grant date  shall automatically  be awarded  a
number  of shares of the Company's Common Stock, on the date of such appointment
or election, determined  by multiplying 2,500  by a fraction,  the numerator  of
which  shall be the number of months until  the next May 1 (counting any partial
month as a full month)  and the denominator of which  shall be 12, which  number
shall be rounded down to the nearest whole integer.

    Director  stock awards  granted under the  Option Plan, as  amended, are not
subject to vesting or contractual transfer restrictions.

LIMITATIONS ON AWARDS

    The Option Plan limits the discretion  allowed to the Committee in  granting
awards.  The limitation  provides that  no employee  may be  granted in  any one
fiscal year awards to receive more than

                                       24

<PAGE>
250,000 shares of Common  Stock of the Company.  This limitation is intended  to
preserve  the Company's  ability to deduct  for federal income  tax purposes the
compensation expense relating  to awards granted  to certain executive  officers
under the Option Plan. Without this provision in the Option Plan, Section 162(m)
of  the  Code might  limit  the Company's  ability  to deduct  such compensation
expense.

TERMS OF OPTIONS

    The terms of  options granted under  the Option Plan  are determined by  the
Board  or the Committee. Each option granted  under the Option Plan is evidenced
by a written stock option agreement between the Company and the optionee and  is
subject to the following additional terms and conditions:

        (a)  EXERCISE OF THE OPTION.  Under forms of Option Agreements used with
    the Option Plan, options  typically vest as to  one-quarter to one-third  of
    the  shares after the first year of grant  and at the rate of one-quarter to
    one-third of the shares per year  thereafter, as determined by the Board  of
    Directors  or  the Committee,  although different  vesting schedules  may be
    used. An option granted under the Option Plan is exercised by giving written
    notice of exercise to the Company,  specifying the number of full shares  of
    Common  Stock to be purchased and tendering payment of the purchase price to
    the Company.  Payment for  shares  issued upon  exercise  of an  option  may
    consist  of  cash, check,  promissory note,  other  shares of  the Company's
    Common Stock that have been  held by the optionee  for at least six  months,
    cashless  exercise or  any combination of  such methods of  payment, or such
    other consideration and method of  payment as is permitted under  applicable
    laws.

        (b)  EXERCISE PRICE.   The per  share exercise price  of options granted
    under the Option Plan is  determined by the Board  or the Committee and,  in
    the  case of incentive stock options, may not  be less than 100% of the fair
    market value on the date of grant.  However, in the case of options  granted
    to  an optionee who owns more  than 10% of the voting  power or value of all
    classes of stock of the  Company, the per share  exercise price must not  be
    less  than 110% of the  fair market value on the  date of grant. The closing
    price  of  the  Company's  Common  Stock  on  the  National  Association  of
    Securities  Dealers Automated  Quotation/National Market  System on December
    29, 1995, was $24.00 per share.

        (c) TERMINATION OF STATUS  AS AN EMPLOYEE, CONSULTANT  OR DIRECTOR.   If
    the  optionee's employment  or consulting  relationship with  the Company or
    status as  a Director  is terminated  for any  reason (other  than death  or
    disability),  options are exercisable for three months (or such other period
    of time  not exceeding  six months  as is  determined by  the Board  or  the
    Committee)  after such  termination as to  all or  part of the  shares as to
    which the optionee was entitled to exercise at the date of such termination.

        (d) DEATH OR  DISABILITY OF OPTIONEE.   Options are  exercisable for  no
    more  than 12 months (or such shorter time as is determined by the Board, or
    the Committee, with  such determination in  the case of  an incentive  stock
    option  being made at the time of grant of the option) following termination
    because of  a permanent  and total  disability or  within 12  months by  the
    employee's estate after his or her death.

        (e)  TERM AND TERMINATION OF OPTIONS.   Options granted under the Option
    Plan shall be for a term not to exceed 10 years, as determined by the  Board
    or  the Committee on  the date of grant.  No option may  be exercised by any
    person after the expiration of its term. In the case of an option granted to
    an optionee who, immediately before the grant of such option, owns more than
    10% of the voting power of all classes of stock of the Company, the term  of
    the option may not be more than five years.

        (f)  OTHER  PROVISIONS.   The option  agreement  may contain  such other
    terms, provisions and conditions  not inconsistent with  the Option Plan  as
    may be determined by the Board or the Committee.

                                       25

<PAGE>
TERMS OF STOCK PURCHASE RIGHTS

    The  Option  Plan permits  the  Company to  grant  stock purchase  rights to
purchase Common Stock of the Company ("Stock Purchase Rights") either alone,  in
addition  to, or in tandem  with other awards under  the Option Plan and/or cash
awards made  outside the  Option Plan.  Upon the  granting of  a Stock  Purchase
Right,  the offeree  shall be  advised in writing  of the  terms, conditions and
restrictions related to  the offer,  including the  number of  shares of  Common
Stock  that the offeree shall be entitled to  purchase, the price to be paid and
the time within  which the offeree  must accept  such offer (which  shall in  no
event  exceed  60 days  from  the date  upon  which the  Administrator  made the
determination to grant the Stock Purchase Right). The offer shall be accepted by
execution of a restricted stock purchase  agreement between the Company and  the
offeree.

    Unless the Administrator determines otherwise, the restricted stock purchase
agreement  shall  grant the  Company a  repurchase  option exercisable  upon the
voluntary or involuntary termination of the purchaser's employment or consulting
relationship with the Company for any  reason (including death or permanent  and
total  disability). The  purchase price for  shares repurchased  pursuant to the
restricted stock purchase  agreement shall  be the  original price  paid by  the
purchaser  and may be paid by cancellation  of any indebtedness of the purchaser
to the  Company.  The  repurchase  option  shall  lapse  at  such  rate  as  the
Administrator may determine.

TERMS OF STOCK BONUS AWARDS

    The  Option Plan  also permits the  granting of stock  bonuses ("Stock Bonus
Awards"). Such awards shall be  based on such performance or  employment-related
factors  as the Administrator,  in its discretion,  shall determine. Stock Bonus
Awards may vary from participant to participant and group to group. Such  awards
shall be granted for no cash consideration.

    Stock Bonus Awards will be payable in Common Stock of the Company and may be
subject  to forfeiture provisions (i.e., may be  in the form of restricted stock
with vesting provisions).

NONTRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS

    An option or  Stock Purchase  Right is  not transferable  by the  recipient,
other  than by will or the laws  of descent and distribution, and is exercisable
during the  recipient's lifetime  only by  the recipient.  In the  event of  the
recipient's death, options or Stock Purchase Rights may be exercised by a person
who  acquires  the  right  to  exercise  the  option  or  right  by  bequest  or
inheritance.

CHANGES IN CAPITALIZATION

    In the event a change,  such as a stock split  or stock dividend payable  in
Common  Stock,  is  made in  the  Company's  capitalization that  results  in an
exchange of  Common Stock  for a  greater  or lesser  number of  shares  without
receipt of consideration by the Company, appropriate adjustment shall be made in
the  price  and  number of  shares  subject to  outstanding  awards. Appropriate
adjustment will also be made in the  number of shares of Common Stock that  have
been  authorized for issuance  under the Option  Plan but as  to which no awards
have yet  been granted  or  that have  been returned  to  the Option  Plan  upon
cancellation  of  an award.  Such  adjustments shall  be  made by  the  Board of
Directors, whose determination shall be  final, binding and conclusive,  subject
to any required action by the shareholders of the Company.

    In  the  event  of  a  "Change in  Control"  (defined  below)  recipients of
outstanding options and rights  shall have the right  to exercise, and shall  be
vested  as to, all outstanding options and rights as to all of the stock covered
thereby, including shares as to which the option or right would not otherwise be
exercisable or vested. If outstanding options and rights become fully vested  in
the  event of a Change in Control,  the Board shall notify all participants that
their outstanding options and rights shall be fully exercisable for a period  of
three  months  (or such  other period  of time  not exceeding  six months  as is
determined by the Board or Committee at the time of grant) from the date of such
notice,  and  any  unexercised  options  or  rights  shall  terminate  upon  the
expiration of such period.

                                       26

<PAGE>
    "Change in Control" means:

        (1)  the acquisition of 50%  or more of the  outstanding voting stock of
    the Company or the Bank by any person or entity, with certain exceptions for
    employee benefit plans of the Company or the Bank;

        (2) the acquisition of  25% or more of  the outstanding voting stock  of
    the  Company  or the  Bank  by any  person  or entity  and  a change  in the
    composition of the  Board during  the following  12 months  such that  those
    persons serving as directors immediately prior to the share acquisition, and
    those  new  directors  elected by  a  vote  of at  least  two-thirds  of the
    directors of the Company or the Bank, cease  to make up at least 60% of  the
    directors of the Company or the Bank;

        (3)  a merger or consolidation of the Company or the Bank with any other
    corporation, other than a merger or consolidation in which the  shareholders
    of  the Company  or the  Bank immediately prior  thereto continue  to own at
    least 75% of the outstanding voting stock of the Company or the Bank; or

        (4) the complete liquidation of the Company or the Bank, or  disposition
    of all or substantially all of the Company's or the Bank's assets.

AMENDMENT AND TERMINATION OF THE PLAN

    The  Board may amend or terminate the Option  Plan from time to time in such
respects as the Board may deem advisable; provided that, to the extent necessary
to comply with Rule 16b-3  promulgated under Section 16  of the Exchange Act  or
with  Section  422 of  the  Internal Revenue  Code  (the "Code")  (or  any other
successor or applicable law or regulation), the Company shall obtain shareholder
approval of any Option Plan amendment in such  a manner and to such a degree  as
is  required  by  the  applicable  law, rule  or  regulation.  Any  amendment or
termination of the Option Plan shall not affect awards already granted and  such
awards  shall remain  in full  force and effect  as if  the Option  Plan had not
adversely been amended or terminated,  unless mutually agreed otherwise  between
the  recipient and the Company, which agreement must be in writing and signed by
the recipient and the Company.

    In  any  event,  the  Option  Plan  shall  terminate  in  1999.  Any  awards
outstanding  under the Option Plan  at the time of  its termination shall remain
outstanding until they expire by their terms.

TAX INFORMATION

    STOCK OPTIONS.    Options  granted  under the  Option  Plan  may  be  either
"incentive   stock  options,"  as  defined  in  Section  422  of  the  Code,  or
nonstatutory options.

    INCENTIVE STOCK OPTIONS.   An  optionee who  is granted  an incentive  stock
option  will  not recognize  taxable income  either  at the  time the  option is
granted or upon its exercise, although the exercise may subject the optionee  to
the  alternative minimum tax. Upon the sale  or exchange of the shares more than
two years after grant of  the option and one  year after exercising the  option,
any  gain or loss  will be treated as  long-term capital gain  or loss. If these
holding periods are not satisfied,  the optionee will recognize ordinary  income
at  the time of  sale or exchange  equal to the  difference between the exercise
price and the lower of (i)  the fair market value of  the shares at the date  of
the  option exercise or (ii) the sale price  of the shares. A different rule for
measuring ordinary income  upon such a  premature disposition may  apply if  the
optionee  is also an officer,  director, or 10% shareholder  of the Company. The
Company will be  entitled to  a deduction  in the  same amount  as the  ordinary
income  recognized  by the  optionee.  Any gain  or  loss recognized  on  such a
premature disposition of the shares in excess of the amount treated as  ordinary
income  will be characterized  as long-term or short-term  capital gain or loss,
depending on the holding period.

    NONSTATUTORY STOCK  OPTIONS.   All  other options  that  do not  qualify  as
incentive  stock options  are referred to  as nonstatutory  options. An optionee
will not  recognize any  taxable income  at  the time  he or  she is  granted  a
nonstatutory  option. However,  upon its  exercise, the  optionee will recognize
taxable income generally measured as the excess of the then fair market value of
the shares purchased over

                                       27

<PAGE>
the purchase price. Any taxable income  recognized in connection with an  option
exercise  by an optionee who is also an  employee of the Company will be subject
to tax withholding by the Company. Upon  resale of such shares by the  optionee,
any difference between the sales price and the optionee's purchase price, to the
extent  not recognized as taxable income as  described above, will be treated as
long-term or short-term capital gain or  loss, depending on the holding  period.
The  Company will  be entitled  to a  tax deduction  in the  same amount  as the
ordinary income recognized by the Optionee with respect to shares acquired  upon
exercise of a nonstatutory option.

    STOCK PURCHASE RIGHTS.  Stock Purchase Rights will generally be taxed in the
same  manner  as  nonstatutory  options. However,  restricted  stock  is usually
purchased upon exercise  of a  Stock Purchase Right.  At the  time of  purchase,
restricted  stock is  subject to a  "substantial risk of  forfeiture" within the
meaning of Section 83 of the Code. As a result, the purchaser will not recognize
ordinary income at the time of  purchase. Instead, the purchaser will  recognize
ordinary  income on the dates when the stock ceases to be subject to substantial
risk of  forfeiture.  The  stock  will  generally  cease  to  be  subject  to  a
substantial  risk of forfeiture  when it is  no longer subject  to the Company's
right to repurchase  the stock  upon the purchaser's  termination of  employment
with  the  Company (i.e.,  as it  "vests").  At such  times, the  purchaser will
recognize the ordinary income  measured as the  difference between the  purchase
price  and the fair market value of the stock on the date the stock is no longer
subject to a substantial risk of forfeiture. However, a purchaser may accelerate
to the date of purchase his or  her recognition of ordinary income, if any,  and
the  beginning of any capital  gain holding period by  timely filing an election
pursuant to  Section 83(b)  of the  Code.  In such  event, the  ordinary  income
recognized,  if any, would be equal to the difference between the purchase price
and the fair market value of the stock on the date of purchase, and the  capital
gain  holding period  would commence on  the purchase date.  The ordinary income
recognized by a purchaser who is an  employee will be treated as wages and  will
be  subject to tax withholding by the Company out of the current compensation of
the  purchaser.  If  such  current  compensation  is  insufficient  to  pay  the
withholding  tax, the purchaser will  be required to make  direct payment to the
Company for the tax liability. Generally, the Company will be entitled to a  tax
deduction  in  the amount  and  at the  time  the purchaser  recognizes ordinary
income.

    Different rules  may apply  in the  case of  purchasers who  are subject  to
Section 16 of the Securities Exchange Act of 1934, as amended.

    STOCK BONUS AWARDS.  A recipient who receives restricted stock pursuant to a
Stock  Bonus Award will recognize ordinary income equal to the fair market value
of the stock at the time or times the restrictions lapse (unless a Code  Section
83(b)  election is timely filed at the time of grant). Different rules may apply
if the recipient is subject to Section 16(b) of the Exchange Act. Generally, the
Company will be entitled to  a tax deduction in the  amount and at the time  the
recipient recognizes ordinary income.

    The  foregoing is only  a summary of  the effect of  federal income taxation
upon the grantee  and the  Company with  respect to  the grant  and exercise  of
options,  and with respect to the grant of Stock Purchase Rights and Stock Bonus
Awards, under the Option Plan. It does not purport to be complete, and does  not
discuss  the tax consequences of the optionee's  death or the income tax laws of
any municipality, state or foreign country in which an optionee may reside.

VOTE REQUIRED

    Approval of  the amendments  to  the 1989  Stock  Option Plan  requires  the
affirmative vote of a majority of the Votes Cast.

                                       28

<PAGE>
                                 PROPOSAL NO. 3
                APPROVAL OF AN AMENDMENT TO THE COMPANY'S BYLAWS
                      TO PROVIDE FOR A BOARD OF DIRECTORS
                    CONSISTING OF EIGHT TO FIFTEEN DIRECTORS
   THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE BYLAWS

PROPOSED AMENDMENT

    Section  3.2 of the Bylaws of the company currently provides that the number
of members of the Board  of Directors of the Company  shall not be less than  10
nor  more than 19.  Effective January 1996,  the Board of  Directors, subject to
shareholder approval, authorized an amendment to the Bylaws to provide that  the
number of directors of the Company shall be not less than eight nor more than 15
directors,  with the exact  number of directors  initially set at  10. The exact
number of directors  may be changed  within such authorized  range by a  further
amendment  to  Section 3.2  adopted  by either  the  Board of  Directors (acting
without further shareholder approval) or by the shareholders. Accordingly, it is
proposed that Section  3.2 of  the Bylaws  be amended  to read  in its  entirety
substantially as follows:

    "Section 3.2 -- Number and Qualification of Directors.

           The  authorized number of  directors of the  Corporation shall not be
       less than eight (8) nor more than fifteen (15) until changed by amendment
       of the Articles of Incorporation or by a bylaw amending this Section  3.2
       duly  adopted by the vote or written  consent of holders of a majority of
       the outstanding  shares entitled  to vote,  provided that  a proposal  to
       reduce  the authorized minimum  number of directors  below five cannot be
       adopted. The exact number of directors shall be fixed from time to  time,
       within the limits specified in this Section 3.2: (i) by a resolution duly
       adopted  by the Board; (ii) by a  Bylaw or amendment thereof duly adopted
       by the vote of a majority of the outstanding shares entitled to vote;  or
       (iii)  by approval of the shareholders (as  defined in Section 153 of the
       California General Corporation Law). No  amendment may change the  stated
       maximum number of authorized directors to a number greater than two times
       the stated minimum number of directors minus one.

           Subject  to  the  foregoing  provisions for  changing  the  number of
       directors, the number of directors of this Corporation has been fixed  at
       ten (10)."

    The  Board determined to amend  the Bylaws as set  forth above in order that
the authorized range of directors for  the Company matches the authorized  range
for the Bank (which range has been from eight to 15 since the original Bylaws of
the  Bank were adopted in 1983). The  proposed change in the authorized range of
directors provides the  Board of  Directors of  the Company  the flexibility  to
decrease   the  authorized  number  of  directors  to  eight  or  nine,  without
shareholder approval, in  the event the  Board of Directors  deems it  advisable
that the Board of Directors be comprised of less than 10 members in the future.

    The Board of Directors is not permitted to decrease the number of authorized
directors  if such decrease  would have the  effect of removing  a director from
office prior to the expiration of his or her term.

VOTE REQUIRED

    Approval of the proposed  amendment to the  Bylaws requires the  affirmative
vote  of the  holders of  a majority  of the  Company's Common  Stock issued and
outstanding and entitled to vote. Accordingly, abstentions and broker  non-votes
will  have the same effect  as a vote against the  Bylaw amendment. In the event
the shareholders do  not approve  the amendment  to the  Bylaws, the  authorized
range of directors shall remain at not less than 10 nor more than 19 members.

                                       29

<PAGE>
                                 PROPOSAL NO. 4
              RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

    The  firm of KPMG Peat Marwick LLP  has been approved by the Audit Committee
and the Board of Directors of the Company to be its independent auditors for the
1996 fiscal year.  KPMG Peat  Marwick LLP  has audited  the Company's  financial
statements since November 1994. KPMG Peat Marwick LLP has no interest, financial
or otherwise, in the Company or the Bank.

    Representatives  from the firm of  KPMG Peat Marwick LLP  will be present at
the Annual  Meeting of  Shareholders  and afforded  the  opportunity to  make  a
statement  if  they  desire  to do  so,  and  will be  available  to  respond to
shareholders' questions.

    The Company's  financial statements  for fiscal  year 1993  were audited  by
Deloitte  & Touche LLP. On November 1, 1994, the Audit Committee of the Board of
Directors of the  Company (i) dismissed  the firm  of Deloitte &  Touche LLP  as
independent  auditors for the Company and its subsidiaries and (ii) retained the
firm of KPMG Peat Marwick  LLP as independent auditors  for the Company and  its
subsidiaries  for the fiscal year ending December  31, 1994. None of the reports
by Deloitte &  Touche LLP on  the financial  statements of the  Company for  the
years in the two-year period ended December 31, 1993, and the subsequent interim
period,  contain any  adverse opinions  or disclaimers  of opinion  nor are they
qualified or modified as to  uncertainty, audit scope or accounting  principles.
In  connection with the audits of the Company's financial statements for each of
the years in the two-year period ended December 31, 1993, and in the  subsequent
interim  period, there were no  disagreements with Deloitte &  Touche LLP on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope and  procedures, which, if  not resolved to  the satisfaction  of
Deloitte & Touche LLP, would have caused Deloitte & Touche LLP to make reference
to  the matter in their reports. At the Company's request, Deloitte & Touche LLP
provided a letter addressed  to the Securities  and Exchange Commission  stating
that it agreed with the above statements.

                  SHAREHOLDER PROPOSALS -- 1997 ANNUAL MEETING

    Shareholders  are entitled to present proposals  for action at a forthcoming
Annual  Meeting  of  Shareholders  if  they  comply  with  the  requirements  of
California  corporate  law,  the  proxy  rules  and  the  Company's  Bylaws. Any
shareholder proposal intended  to be  presented at  the 1997  Annual Meeting  of
Shareholders of the Company must be received at the Company's Santa Clara office
on  or before November 11, 1996 in order to be considered for possible inclusion
in the  Company's Proxy  Statement and  form of  proxy relating  to such  annual
meeting.

                               1995 ANNUAL REPORT

    Enclosed  is a  copy of  the Company's  1995 Annual  Report to Shareholders,
including  financial  statements   for  the  year   ended  December  31,   1995.
Shareholders  who wish to obtain, without charge, a copy of the Company's Annual
Report on Form 10-K (without exhibits) for  the year ended December 31, 1995  as
filed  with  the Securities  and Exchange  Commission  should address  a written
request to Shareholder Relations, Silicon Valley Bancshares, 3003 Tasman  Drive,
Santa Clara, California 95054.

                                       30

<PAGE>
                                 OTHER MATTERS

    As  of the  date of this  Proxy Statement,  there are no  other matters that
Management intends to present  or has reason to  believe others will present  at
the  Annual Meeting. If  other matters properly come  before the Annual Meeting,
those who act as Proxy Holders will vote in accordance with their best judgment.

                             THE BOARD OF DIRECTORS

                                          A. Catherine Ngo
                                          CORPORATE SECRETARY

Santa Clara, California
March 1, 1996

                                       31

<PAGE>
                                APPENDICES INDEX
                     ATTACHED TO SILICON VALLEY BANCSHARES
                          PRELIMINARY PROXY STATEMENT


<TABLE>
<S>           <C>
APPENDIX A    Proposed Amended Silicon Valley Bancshares' 1989 Stock Option
               Plan

APPENDIX B    Proposed Amended Silicon Valley Bancshares' Bylaws
</TABLE>


    THE  FOREGOING APPENDICES ARE  BEING SUBMITTED TO  THE COMMISSION FOR REVIEW
PURPOSES ONLY  AND WILL  NOT BE  INCLUDED IN  THE PROXY  SOLICITATION  MATERIALS
DISTRIBUTED TO THE SHAREHOLDERS.

<PAGE>
                                   APPENDIX A
                           SILICON VALLEY BANCSHARES
                             1989 STOCK OPTION PLAN
               AMENDMENT AND RESTATEMENT EFFECTIVE AS OF THE DATE
                   OF OBTAINING SHAREHOLDER APPROVAL IN 1996.

1.  PURPOSE

    The purpose of this Silicon Valley Bancshares Stock Option Plan (the "Plan")
is to provide a method whereby those key employees, directors and consultants of
Silicon  Valley Bancshares (the "Company") and its affiliates, who are primarily
responsible for the management and growth of the Company's business and who  are
presently  making  and are  expected to  make  substantial contributions  to the
Company's future management and growth, may be offered incentives in addition to
those  presently  available,  and  may  be  stimulated  by  increased   personal
involvement  in the success of  the Company to continue  in its service, thereby
advancing the interests of the Company and its shareholders.

    The word "affiliate," as used in the Plan, means any bank or corporation  in
any  unbroken  chain  of banks  or  corporations  beginning or  ending  with the
Company, if at  the time  of the  granting of an  option, right  or stock  bonus
award,  each such  bank or corporation  other than  the last in  that chain owns
stock possessing fifty percent (50%) or more of the total combined voting  power
of all classes of stock in one of the other banks or corporations in the chain.

2.  ADMINISTRATION

    (i)  Multiple Administrative Bodies.  If permitted by Rule 16b-3 promulgated
under the  Securities  Exchange Act  of  1934,  as amended  ("Rule  16b-3;"  the
"Exchange  Act"), the Plan may be  administered by different bodies with respect
to directors, officers  who are  not directors,  and employees  who are  neither
directors nor officers.

    (ii)  Administration  With  Respect  to Directors  and  Officers  Subject to
Section 16(b).   Except for the  automatic grants to  directors provided for  in
Sections  6 and 9, which  shall be automatic and  not subject to any discretion,
with respect to option, stock purchase right or stock bonus award grants made to
employees who are  also officers or  directors subject to  Section 16(b) of  the
Exchange  Act, the Plan shall be administered by (A) the Board, if the Board may
administer the Plan in  compliance with the rules  governing a plan intended  to
qualify  as a discretionary plan under Rule 16b-3, or (B) the Stock Committee of
the Board,  which  committee shall  be  constituted  to comply  with  the  rules
governing  a plan intended to  qualify as a discretionary  plan under Rule 16b-3
(the Board or  its committee shall  be referred to  herein as the  "Committee").
Once  appointed,  such  Committee  shall continue  to  serve  in  its designated
capacity until otherwise directed by the Board. From time to time the Board  may
increase  the  size  of the  Committee  and appoint  additional  members, remove
members (with  or without  cause)  and substitute  new members,  fill  vacancies
(however  caused),  and  remove  all members  of  the  Committee  and thereafter
directly administer the Plan, all to the extent permitted by the rules governing
a plan intended to qualify as a discretionary plan under Rule 16b-3.

   (iii) Administration With Respect to Other Persons.  With respect to  option,
stock  purchase  right  or  stock  bonus  award  grants  made  to  employees  or
consultants who are  neither directors  nor officers  of the  Company, the  Plan
shall  be administered  by (A) the  Board or  (B) a committee  designated by the
Board, which  committee shall  be constituted  to satisfy  applicable laws  (the
Board  or its committee  shall be referred  to herein as  the "Committee"). Once
appointed, such Committee shall serve in its designated capacity until otherwise
directed by the  Board. The Board  may increase  the size of  the Committee  and
appoint   additional  members,  remove  members  (with  or  without  cause)  and
substitute new members, fill vacancies (however caused), and remove all  members
of  the Committee and thereafter directly administer the Plan, all to the extent
permitted by applicable laws.

                                       1

<PAGE>
   (iv) The Company shall  effect the grant of  options, rights and stock  bonus
awards  under the Plan by execution of instruments in writing in a form approved
by the Committee. Subject to the express  terms and conditions of the Plan,  the
Committee  shall  have full  power to  construe the  Plan and  the terms  of any
option, right or stock bonus award  granted under the Plan, to prescribe,  amend
and  rescind rules and regulations relating to  the Plan or such options, rights
or stock  bonus  awards  and  to make  all  other  determinations  necessary  or
advisable  for  the Plan's  administration,  including, without  limitation, the
power to (i) determine which persons  meet the requirements of Section 3  hereof
for  selection  as participants  in  the Plan;  (ii)  determine to  whom  of the
eligible persons, if any, options, right  or stock bonus award shall be  granted
under  the Plan; (iii) establish the  terms and conditions required or permitted
to be included  in every option,  right or  stock bonus award  agreement or  any
amendments  thereto, including whether options to be granted thereunder shall be
"incentive stock options,"  as defined in  Section 422 of  the Internal  Revenue
Code  of 1986, as amended (hereinafter the "Code") or nonstatutory stock options
not described in Section 422 of the  Code; (iv) specify the number of shares  to
be  covered by each option,  right or stock bonus  award; (v) determine the fair
market value of shares of  the Company's common stock  used by a participant  to
exercise  options  or  rights; (vi)  grant  options  or rights  in  exchange for
cancellation of options or rights granted earlier at different exercise  prices;
(vii)  take appropriate action to  amend any option, right  or stock bonus award
hereunder, provided that no such action may be taken without the written consent
of the affected  participant; and  (viii) make all  other determinations  deemed
necessary or advisable for administering the Plan. The Committee's determination
on the foregoing matters shall be conclusive.

3.  ELIGIBILITY

    The  persons who shall be eligible to receive options, rights or stock bonus
awards under this Plan shall  be the key employees  and officers of the  Company
and  its  affiliates,  persons  who  became  employees  of  the  Company  or its
affiliates within thirty days of the date of grant of an option, right or  stock
bonus  award, directors of the Company or its affiliates, and consultants of the
Company or its affiliates.

4.  THE SHARES

   

    The shares  of  stock subject  to  options,  rights or  stock  bonus  awards
authorized to be granted under the Plan shall consist of one million six hundred
twenty  six thousand five hundred thirty two (1,626,532) shares of the Company's
no par value Common Stock (hereinafter the "Shares"), or the number and kind  of
shares  of stock or other securities which  shall be substituted for such Shares
or to which such Shares shall be adjusted as provided in Section 11 hereof. Upon
the expiration or termination for any  reason of an outstanding option or  right
under  the  Plan which  has  not been  exercised  in full,  all  unissued Shares
thereunder shall again  become available  for the  grant of  options, rights  or
stock bonus awards under the Plan.
    

5.  LIMITATION ON PLAN AWARDS

    The  following limitations shall apply to  grants of options, stock purchase
rights and stock bonus awards to Employees:

    (i) No  Employee  shall be  granted,  in any  fiscal  year of  the  Company,
options,  stock purchase rights or stock bonus  awards to purchase more than two
hundred and fifty thousand (250,000) Shares.

    (ii)  The  foregoing  limitation   shall  be  adjusted  proportionately   in
connection  with  any change  in the  Company's  capitalization as  described in
Section 11.

   (iii) If an option,  stock purchase right or  stock bonus award is  cancelled
(other  than  in connection  with a  transaction described  in Section  11), the
cancelled option, stock  purchase right  or stock  bonus award  will be  counted
against  the limit  set forth in  Section 5.  For this purpose,  if the exercise
price of an option or stock purchase  right is reduced, the transaction will  be
treated as a cancellation of the option or stock purchase right and the grant of
a new option or stock purchase right.

                                       2

<PAGE>
6.  GRANT, TERMS AND CONDITIONS OF OPTIONS

    A.  AUTOMATIC GRANTS TO OUTSIDE DIRECTORS

    Members  of the Board of  Directors of the Company  who are not employees of
the Company ("Outside  Directors") shall, in  January, 1991 on  the date of  the
regularly  scheduled meeting of the Board of Directors of the Company and on the
January meeting of the Board of Directors  in 1992 and 1993, each be granted  an
option to purchase 2,000 Shares under the Plan; provided, however, that if there
are  insufficient Shares available  under the Plan for  each Outside Director to
receive an option to purchase 2,000 Shares (as adjusted) in any year, the number
of Shares  subject to  each option  shall equal  the total  number of  available
Shares  remaining under the Plan  divided by the number  of Outside Directors on
such date, as rounded  down to avoid fractional  Shares. All options granted  to
Outside Directors shall be subject to the following terms and conditions:

    (i)  Nonstatutory Options.   All stock options  granted to Outside Directors
pursuant to the Plan shall be nonstatutory stock options.

    (ii) Option  Price.   The purchase  price under  each option  granted to  an
Outside  Director shall be one  hundred percent of the  fair market value of the
Shares subject thereto  on the  date the  option is  granted, as  such value  is
determined  by  the Committee.  The fair  market  value of  such stock  shall be
determined in accordance  with any  reasonable valuation  method, including  the
valuation methods described in Treasury Regulation Section 20.2031-2.

   (iii) Duration and Vesting of Options.  Each option shall be for a three-year
term  and shall be immediately vested for exercise in full on the date of grant.
The termination of the  Plan shall not alter  the maximum duration, the  vesting
provisions,  or any other term  or condition of any  option granted prior to the
termination of the Plan.

   (iv) Termination of  Tenure on the  Board.  Unless  the Committee  determines
otherwise,  upon the  termination of  an optionee's  status as  a member  of the
Board, his  or her  rights to  exercise an  option then  held shall  be only  as
follows:

    DEATH  OR DISABILITY:  If an optionee's tenure on the Board is terminated by
death or disability, such optionee  or such optionee's qualified  representative
(in  the event of the optionee's mental disability) or the optionee's estate (in
the event of  optionee's death)  shall have  the right  for a  period of  twelve
months  following the date of such death or disability to exercise the option to
the extent the optionee was entitled to exercise such option on the date of  the
optionee's  death or disability; provided  the actual date of  exercise is in no
event after the  expiration of the  term of the  option. An optionee's  "estate"
shall  mean the optionee's  legal representative or any  person who acquires the
right to exercise an option by reason of the optionee's death.

    OTHER REASONS:  If an optionee's tenure  on the Board is terminated for  any
reason  other  than  those  mentioned above  under  "Death  or  Disability," the
optionee may,  within three  months (or  such longer  period not  exceeding  six
months  as the  Board may  determine) following  such termination,  exercise the
option to the extent such option was exercisable by the optionee on the date  of
such  termination,  provided the  date  of exercise  is  in no  event  after the
expiration of the term of the option.

    (v) The automatic grants to Outside  Directors pursuant to this Section  5.A
shall  not be subject  to the discretion  of any person.  The provisions of this
Section 5.A shall not be amended more than once every six months, other than  to
comport  with changes in the Code or the rules thereunder. Any amendment to this
Section 5.A shall, to the extent required by applicable rules of the  Securities
and Exchange Commission, be approved by the shareholders of the Company.

                                       3

<PAGE>
    B.  GRANTS TO EMPLOYEES AND CONSULTANTS

    Options,  at the  discretion of  the Committee, may  be granted  at any time
prior to the termination of the Plan to persons who are employees or consultants
of the  Company, including  employees who  are also  directors of  the  Company.
Options  granted by the  Committee to employees and  consultants pursuant to the
Plan shall be subject to the following terms and conditions:

    (i) Grant of Options.   Stock options  granted pursuant to  the Plan may  be
either  incentive stock options or nonstatutory  stock options. If the aggregate
fair market value of the Shares which are exercisable for the first time  during
any  one calendar  year under  all incentive stock  options held  by an optionee
exceeds $100,000 (determined  at the  time of the  grant of  the options),  such
options  shall be treated  as nonstatutory stock  options to the  extent of such
excess.

    (ii) Option Price.  The purchase price under each option shall be determined
by  the  Committee;  provided,  however,  that  (i)  the  purchase  price  of  a
nonstatutory stock option shall not be less than one hundred percent of the fair
market  value of the Shares  subject thereto on the  date the option is granted,
(ii) the purchase price  of an incentive stock  option granted to an  individual
who  does not own stock  possessing more than ten  percent of the total combined
voting power of all classes of stock of  the Company shall not be less than  one
hundred  percent of the fair  market value of the  Shares subject thereto on the
date the option is granted, and (iii)  the purchase price of an incentive  stock
option  granted to an individual who owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company  shall
not  be less than one hundred ten percent of the fair market value of the Shares
subject thereto on the date the option is granted. The fair market value of such
stock shall be determined  in accordance with  any reasonable valuation  method,
including  the  valuation  methods  described  in  Treasury  Regulation  Section
20.2031-2.

   (iii) Duration of Options.  Each option shall be for a term determined by the
Committee; provided, however,  that the term  of any option  may not exceed  ten
years  and,  provided  further,  that  the term  of  any  option  granted  to an
individual who owns stock possessing more than ten percent of the total combined
voting power of all classes of stock of the Company shall not exceed five years.
Each option shall vest in  such manner and at such  time as the Committee  shall
determine  and the Committee may accelerate the  time of exercise of any option,
provided, however,  that  if  compliance  with  the  terms  of  Rule  16b-3,  as
promulgated  under the Securities Exchange Act  of 1934, as amended (hereinafter
the "Exchange Act") so requires,  no option may vest  prior to six months  after
the  date of  grant. The  termination of  the Plan  shall not  alter the maximum
duration, the vesting provisions, or any  other term or condition of any  option
granted prior to the termination of the Plan.

   (iv)  Termination of Employment  or Consultant Status.   Unless the Committee
determines otherwise,  upon  the  termination  of an  optionee's  status  as  an
employee or officer of the Company, his or her rights to exercise an option then
held shall be only as follows;

    DEATH  OR DISABILITY:  If an optionee's employment or status as a consultant
is terminated by death or disability, such optionee or such optionee's qualified
representative (in  the  event  of  the optionee's  mental  disability)  or  the
optionee's  estate (in the event of optionee's death) shall have the right for a
period of twelve (12) months following the  date of such death or disability  to
exercise  the option to  the extent the  optionee was entitled  to exercise such
option on the date  of the optionee's death  or disability; provided the  actual
date  of exercise is in no event after the expiration of the term of the option.
An optionee's "estate"  shall mean  the optionee's legal  representative or  any
person  who acquires the right to exercise an option by reason of the optionee's
death.

    CAUSE:  If an optionee's employment or status as a consultant is  terminated
because  such optionee is  determined by the  Board to have  committed an act of
embezzlement, fraud, dishonesty, breach of fiduciary duty to the Company, or  to
have  deliberately disregarded the rules of  the Company which resulted in loss,
damage or  injury to  the Company,  or  if an  optionee makes  any  unauthorized
disclosure  of any  of the secrets  or confidential information  of the Company,
induces any client or  customer of the  Company to break  any contract with  the
Company or induces any principal for whom

                                       4

<PAGE>
the  Company acts as agent to terminate such agency relations, or engages in any
conduct which constitutes unfair competition with the Company, or if an optionee
is removed from any office of the Company by any bank regulatory agency, neither
the optionee nor the optionee's estate shall be entitled to exercise any  option
with  respect to any Shares whatsoever.  In making such determination, the Board
shall act fairly and  shall give the  optionee an opportunity  to appear and  be
heard  at a hearing before the full Board and present evidence on the optionee's
behalf. For  the  purpose  of  this  paragraph,  termination  of  employment  or
consultant status shall be deemed to occur when the Company dispatches notice or
advice  to the optionee that the optionee's employment or status as a consultant
is terminated, and not at the time of optionee's receipt thereof.

    OTHER REASONS:   If an optionee's  employment or status  as a consultant  is
terminated  for  any reason  other than  those mentioned  above under  "Death or
Disability" and "Cause," the optionee may,  within three months (or within  such
other  period not exceeding  six months as  may be determined  by the Committee)
following such termination, exercise  the option to the  extent such option  was
exercisable  by  the  optionee on  the  date  of termination  of  the optionee's
employment or status as  a consultant; provided  the date of  exercise is in  no
event  after the expiration of the term  of the option and provided further that
any option which  is exercisable  more than three  months following  termination
shall  be treated as a  nonstatutory option whether or  not it was designated as
such at the time it was granted.

    C.  TERMS AND CONDITIONS APPLICABLE TO ALL OPTIONS

    The following  terms  and conditions  shall  apply to  all  options  granted
pursuant to the Plan:

    (i)  Exercise of Options.   To the  extent the right  to purchase Shares has
vested under an optionee's stock option agreement, options may be exercised from
time to time by delivering payment  therefor in cash, certified check,  official
bank  check, or the equivalent thereof  acceptable to the Company, together with
written notice to the Secretary of  the Company, identifying the option or  part
thereof being exercised and specifying the number of Shares for which payment is
being  tendered. An optionee may also exercise  an option by electing to deliver
shares of Company Common Stock that have been held by the optionee for at  least
six  months.  The Committee  may, in  its discretion,  permit optionees  who are
employees of the Company to pay the  exercise price of options by delivering  to
the  Company a  full recourse  promissory Note. Such  an election  is subject to
approval or disapproval  by the  Committee, and if  the optionee  is subject  to
short-swing profit liability under Section 16 of the Exchange Act, the timing of
the  election must satisfy the requirements  of Rule 16b-3, as promulgated under
the Exchange Act.  The Company  shall deliver  to the  optionee, which  delivery
shall  be not  less than fifteen  (15) days and  not more than  thirty (30) days
after the giving of such notice, without  transfer or issue tax to the  optionee
(or  other person entitled to  exercise the option), at  the principal office of
the Company, or such other place as shall be mutually acceptable, a  certificate
or  certificates  for  such  Shares  dated the  date  the  options  were validly
exercised; provided, however, that the time of such delivery may be postponed by
the Company for such period as may be required for it with reasonable  diligence
to comply with any requirements of law.

    (ii)  Use of Proceeds from Stock.  Proceeds from the sale of Shares pursuant
to the exercise of options granted under the Plan shall constitute general funds
of the Company.

   (iii) Rights  as a  Shareholder.   The optionee  shall have  no rights  as  a
shareholder  with respect to  any Shares until  the date of  issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends or  other
rights  for which the record date is prior  to the date of such issuance, except
as provided in Section 11 hereof.

   (iv) Withholding.  The Company shall have the right to condition the issuance
of shares  upon exercise  of a  nonstatutory stock  option upon  payment by  the
optionee  of any income  taxes required to  be withheld under  federal, state or
local tax laws or regulations in connection with such exercise.

    (v) Limitations on Grants to Directors.  No Director of the Company shall be
granted options in  any one  calendar year  which would  entitle him  or her  to
acquire more than ten percent of the Shares,

                                       5

<PAGE>
as  adjusted pursuant to Section  11. The aggregate amount  of Shares subject to
options granted to  all Directors of  the Company  as a group  shall not  exceed
thirty-three percent of the Shares, as adjusted pursuant to Section 11.

   (vi)  Other  Terms  and Conditions.    Options  may also  contain  such other
provisions, which shall not be inconsistent with any of the foregoing terms,  as
the Committee shall deem appropriate. No option, however, nor anything contained
in  the plan, shall confer upon any optionee any right to continue in the employ
or in the status as  a director or consultant of  the Company, nor limit in  any
way  the right of the Company to terminate an optionee's employment or status as
a consultant at any time.

7.  STOCK BONUS AWARDS

    Stock bonus awards may be either granted alone or in addition to options and
other rights granted under the  Plan. Such awards shall  be granted for no  cash
consideration. The Committee shall determine, in its sole discretion, the terms,
conditions  and restrictions for each stock bonus award, and shall determine any
performance or employment related  factors to be considered  in the granting  of
stock  bonus awards and  the extent to  which such stock  bonus awards have been
earned. Stock bonus awards may vary from participant to participant and  between
groups  of participants. Each  stock bonus award  shall be confirmed  by, and be
subject to the terms of, a stock bonus award agreement.

8.  STOCK PURCHASE RIGHTS

    (i) Rights to Purchase.  Stock  purchase rights may be issued either  alone,
in  addition to, or  in tandem with  other awards granted  under the Plan and/or
cash awards made  outside of the  Plan. After the  Committee determines that  it
will  offer stock purchase rights under the Plan, it shall advise the offeree in
writing, of  the  terms,  conditions  and restrictions  related  to  the  offer,
including  the number of Shares that the  offeree shall be entitled to purchase,
the price to be  paid, and the  time within which the  offeree must accept  such
offer,  which shall in no event exceed sixty  (60) days from the date upon which
the Committee made  the determination  to grant  the stock  purchase right.  The
offer shall be accepted by execution of a restricted stock purchase agreement in
the form determined by the Committee.

    (ii)  Repurchase  Option.   Unless the  Committee determines  otherwise, the
restricted stock purchase agreement shall grant the Company a repurchase  option
exercisable  upon the  voluntary or  involuntary termination  of the purchaser's
employment with the Company for any reason (including death or disability).  The
purchase  price for Shares repurchased pursuant to the restricted stock purchase
agreement shall be the original price paid  by the purchaser and may be paid  by
cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at a rate determined by the Committee.

   (iii)  Rule 16b-3.   Stock purchase  rights granted to  individual subject to
Section 16 of  the Exchange  Act, and Shares  purchased by  such individuals  in
connection  with stock  purchase rights,  shall be  subject to  any restrictions
applicable thereto in compliance with Rule  16b-3. An Insider may only  purchase
Shares pursuant to the grant of a stock purchase right, and may only sell Shares
purchased  pursuant to the grant of a  stock purchase right, during such time or
times as are permitted by Rule 16b-3.

   (iv) Other Provisions.  The restricted stock purchase agreement shall contain
such other terms, provisions  and conditions not inconsistent  with the Plan  as
may  be determined  by the  Committee in its  sole discretion.  In addition, the
provisions of restricted  stock purchase agreements  need not be  the same  with
respect to each purchaser.

    (v)  Rights as a Shareholder.   Once the stock  purchase right is exercised,
the purchaser shall have  the rights equivalent to  those of a shareholder,  and
shall  be a shareholder when his or her  purchase is entered upon the records of
the duly authorized transfer  agent of the Company.  No adjustment will be  made
for a dividend or other right for which the record date is prior to the date the
stock purchase right is exercised, except as provided in Section 11 of the Plan.

                                       6

<PAGE>
9.  AUTOMATIC OUTSIDE DIRECTOR STOCK AWARDS

    Members  of the Board of Directors of the Company who are not also employees
of the Company or its affiliates and who have not been employees of the  Company
or its affiliates for the period commencing three years prior to the date of any
grants  under this  Section 9,  shall be  automatically awarded  2,500 shares of
Company common stock on (i) the day after shareholder approval of the  amendment
to  this Section  9 of the  Option Plan (approved  by the Board  of Directors in
October 1994) is obtained (1994 Grant), (ii) the day after shareholder  approval
of  the amendment to  this Section 9 of  the Option Plan (to  be approved by the
Board of Directors in  April 1995) is  obtained (1995 Grant)  and (iii) the  day
after the 1996 Annual Meeting of Shareholders (1996 Grant). Moreover, members of
the  Board of Directors who are appointed  or elected to the Board subsequent to
any of the above grant dates shall  automatically be awarded a number of  shares
of Company common stock, on the date of such appointment or election, determined
by  multiplying 2,500 by a fraction, the  numerator of which shall be the number
of months until the next May 1 (counting any partial month as a full month)  and
the  denominator of which shall be 12, which number shall be rounded down to the
nearest whole integer.

    The automatic grants to certain Outside Directors pursuant to this Section 9
shall not be subject  to the discretion  of any person.  The provisions of  this
Section  9 shall not be  amended more than once every  six months, other than to
comport with changes in the Code or the rules thereunder. Any amendment to  this
Section  9 shall, to the  extent required by applicable  rules of the Securities
and Exchange Commission, be approved by the shareholders of the Company.

10.  NON-TRANSFERABILITY

    Each option and  right shall be  transferable only  by will or  the laws  of
descent  and  distribution and  shall  be exercisable  during  the participant's
lifetime  only  by  the  participant,  or  in  the  event  of  disability,   the
participant's  qualified  representative.  In  addition,  in  order  for  Shares
acquired under incentive  stock options  to receive the  tax treatment  afforded
such shares, the Shares may not be disposed of within two years from the date of
the  option grant nor within one year after  the date of transfer of such Shares
to the optionee.

11.  ADJUSTMENT OF, AND CHANGES IN, THE SHARES

    In the  event  the shares  of  Common Stock  of  the Company,  as  presently
constituted,  shall be changed into or exchanged  for a different number or kind
of shares of stock or other securities of the Company or of another  corporation
(whether  by reason of  reorganization, merger, consolidation, recapitalization,
reclassification, split-up,  combination of  shares, or  otherwise), or  if  the
number  of Shares of Common Stock of  the Company shall be increased through the
payment of a stock  dividend, there shall  be substituted for  or added to  each
Share  of Common  Stock of  the Company  theretofore appropriated  or thereafter
subject or which may  become subject to  an option, right  or stock bonus  award
under  the Plan, the number and kind of shares of stock or other securities into
which each outstanding share of Common Stock of the Company shall be so changed,
or for which each share shall be exchanged, or to which each such share shall be
entitled, as the case may be. In addition, appropriate adjustment shall be  made
in  the number and kind of Shares as to the outstanding options, rights or stock
bonus awards or portions  thereof, then unexercised,  so that any  participant's
proportionate  interest in  the Company  by reason  of his  or her  rights under
unexercised portions of  such options,  rights or  stock bonus  awards shall  be
maintained   as  before  the  occurrence  of  such  event.  Such  adjustment  in
outstanding options or rights shall be made without change in the total price to
the unexercised  portion  of the  option  or  right, and  with  a  corresponding
adjustment in the option or right price per share.

    In  the  event of  a  proposed dissolution  or  liquidation of  the Company,
options, rights and shares outstanding  under the Plan shall become  accelerated
so  as  to become  100% vested  immediately  prior to  the consummation  of such
proposed action.

    In the  event  of a  "change  in control"  (as  defined in  the  immediately
succeeding  paragraph),  all outstanding  options, rights  and shares  under the
Plan, shall become 100% vested. If  outstanding options and rights become  fully
vested  in  the  event  of a  change  in  control, the  Board  shall  notify all

                                       7

<PAGE>
participants  that  their  outstanding  options   and  rights  shall  be   fully
exercisable for a period of 3 months (or such other period of time not exceeding
six  months as is determined by the Board at the time of grant) from the date of
such notice, and  any unexercised  options or  rights shall  terminate upon  the
expiration of such period.

    "Change in control" means the occurrence of any of the following events:

        (i) Any "person" (as such term is used in Section 13(d) and 14(d) of the
    Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than
    a  trustee or other  fiduciary holding securities  under an employee benefit
    plan of the  Company or a  corporation owned directly  or indirectly by  the
    shareholders of the Company or of the Company's wholly-owned bank subsidiary
    (the  "Bank") in  substantially the same  proportions as  their ownership of
    stock in the Company  or the Bank  (as the case may  be), becomes after  the
    date  hereof  the "beneficial  owner" (as  defined in  Rule 13d-3  under the
    Exchange Act), directly or indirectly, of  the securities of the Company  or
    the  Bank representing fifty percent (50%) or more of the total voting power
    represented by the Company's or the Bank's then outstanding securities  that
    vote generally in the election of directors ("Voting Securities");

        (ii)  Any "person" (as such  term is used in  Section 13(d) and 14(d) of
    the  Exchange  Act),  other  than  a  trustee  or  other  fiduciary  holding
    securities  under an employee  benefit plan of the  Company or a corporation
    owned directly or indirectly by the shareholders of the Company or the  Bank
    in  substantially the  same proportions as  their ownership of  stock in the
    Company or the Bank (as the case may be), becomes after the date hereof  the
    "beneficial  owner"  (as  defined in  Rule  13d-3 under  the  Exchange Act),
    directly or indirectly, of twenty-five percent  (25%) or more of the  Voting
    Securities  of the Company or  the Bank, and within  a period of twelve (12)
    months of such acquisition of  beneficial ownership, individuals who at  the
    beginning of such period constitute the Board of Directors of the Company or
    the Bank, or any new director whose election or nomination was approved by a
    vote  of at least two-thirds of the directors of the Company or the Bank (as
    the case may be), then still in  office who were directors at the  beginning
    of  such period, or whose election or nomination was previously so approved,
    cease for  any reason  to constitute  at least  sixty percent  (60%) of  the
    directors of the Company or the Bank;

       (iii)  The merger or  consolidation of the  Company or the  Bank with any
    other corporation,  other  than  a  merger or  consolidation  in  which  the
    shareholders  of the Company  or the Bank  (as the case  may be) immediately
    prior thereto continue  to own,  directly or  indirectly, Voting  Securities
    representing  at least seventy-five percent (75%)  of the total voting power
    of the entity surviving such merger or consolidation; or

       (iv) The  complete liquidation  of the  Company or  the Bank  or sale  or
    disposition  by the Company or  the Bank (in one  transaction or a series of
    transactions) of all  or substantially all  of the Company's  or the  Bank's
    assets.

    No  right to purchase fractional shares  shall result from any adjustment in
options or rights pursuant to this Section  11. In case of any such  adjustment,
the  shares subject to the option or right  shall be rounded down to the nearest
whole share. Notice  of any adjustment  shall be  given by the  Company to  each
holder  of an option or right which was  in fact so adjusted and such adjustment
(whether or not such  notice is given)  shall be effective  and binding for  all
purposes of the Plan.

    To the extent the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, whose determination in
that respect shall be final, binding and conclusive.

    Except as expressly provided in this Section 11, a participant shall have no
rights   by  reason  of  any  of   the  following  events:  (1)  subdivision  or
consolidation of shares of stock of any class issued by the Company; (2) payment
by the Company of any stock dividend; (3) any other increase or decrease in  the
number  of  shares of  stock  of any  class;  (4) any  dissolution, liquidation,
merger, consolidation, spin-off  or acquisition  of assets or  stock of  another
corporation    by    the    Company.    Any   issue    by    the    Company   of

                                       8

<PAGE>
shares of  stock of  any class,  or securities  convertible into  shares of  any
class, shall not affect the number or price of shares of Common Stock subject to
the  option, right  or stock  bonus award, and  no adjustment  by reason thereof
shall be made.

    The grant of  an option, right  or stock  bonus award pursuant  to the  Plan
shall  not  affect  in  any way  the  right  or  power of  the  Company  to make
adjustments, reclassifications,  reorganizations or  changes of  its capital  or
business  structure or to merge  or to consolidate or  to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.

12.  LISTING OR QUALIFICATION OF SHARES

    All options and rights granted under the Plan are subject to the requirement
that if at any  time the Committee  shall determine in  its discretion that  the
listing  or  qualification  of  the Shares  subject  thereto  on  any securities
exchange or  under  any  applicable law,  or  the  consent or  approval  of  any
governmental  regulatory body, is necessary or desirable as a condition of or in
connection with the issuance of the Shares under the option or right, the option
or right  may  not  be exercised  in  whole  or in  part  unless  such  listing,
qualification, consent or approval shall have been effected or obtained, free of
any condition not acceptable to the Committee.

13.  BINDING EFFECT OF CONDITIONS

    The conditions and stipulations herein contained, or in any option, right or
stock  bonus award  granted pursuant  to the  Plan shall  be, and  constitute, a
covenant running with all of the Shares acquired by the participant pursuant  to
this Plan, directly or indirectly, whether the same have been issued or not, and
those Shares owned by the participant shall not be sold, assigned or transferred
by any person save and except in accordance with the terms and conditions herein
provided. In addition, the participant shall agree to use the participant's best
efforts to cause the officers of the Company to refuse to record on the books of
the  Company any assignment or transfer made  or attempted to be made, except as
provided in  the Plan,  and  to cause  said officers  to  refuse to  cancel  old
certificates  or  to  issue  or  deliver  new  certificates  therefor  where the
purchaser or  assignee  has  acquired certificates  or  the  shares  represented
thereby, except strictly in accordance with the provisions of the Plan.

14.  AMENDMENT AND TERMINATION OF THE PLAN

    The  Board shall have complete power and authority to terminate or amend the
Plan; provided, however, that the Board  shall not, without the approval of  the
shareholders  of  the  Company,  amend  the  Plan  in  a  manner  that  requires
shareholder approval for continued compliance with  the terms of Rule 16b-3,  as
promulgated  under  the Exchange  Act, Section  422 of  the Code,  any successor
rules, or  other regulatory  authority. Except  as provided  in Section  11,  no
termination,  modification or amendment of the  Plan may, without the consent of
any employee or  officer to whom  such option,  right or stock  bonus award  was
previously  granted under the Plan, adversely affect the rights of such employee
or officer under such option, right or stock bonus award.

    The Plan, unless sooner terminated, shall terminate ten years from the  date
the  Plan is adopted by the Board. An option, right or stock bonus award may not
be granted under the Plan after the Plan is terminated.

15.  EFFECTIVENESS OF THE PLAN

    The Plan  shall  become effective  only  upon  adoption by  the  Board.  The
effectiveness  of the Plan shall be conditioned upon the approval of the Plan by
the shareholders of the Company within twelve (12) months of the adoption of the
Plan by the Board.  Options, rights or  stock bonus awards  may be granted  from
time  to  time, as  the  Committee may  determine;  provided, however,  that the
exercise of any option  or right under  the Plan shall  be conditioned upon  the
registration  of  the Shares  with the  Securities  and Exchange  Commission and
qualification of the options, rights and underlying Shares under the  California
securities   laws  unless  in  the  opinion  of  counsel  to  the  Company  such
registration or qualification is not necessary.

                                       9

<PAGE>
16.  PRIVILEGES OF STOCK OWNERSHIP, SECURITIES LAW COMPLIANCE AND NOTICE OF SALE

    No participant shall be entitled to the privileges of stock ownership as  to
any Shares not actually issued and delivered to the participant. No Shares shall
be  purchased upon the exercise  of any option unless and  until all of the then
applicable requirements of any (i)  regulatory agencies having jurisdiction  and
(ii)  any exchanges  upon which the  Common Stock  of the Company  may be listed
shall have been fully  complied with. The Company  shall diligently endeavor  to
comply  with all applicable securities laws  before any options, rights or stock
bonus awards  are  granted under  the  Plan and  before  any Shares  are  issued
pursuant  to the  exercise of  such options, rights  or stock  bonus awards. The
participant shall give the  Company notice of any  sale or other disposition  of
any such Shares not more than five days after such sale or disposition.

17.  INDEMNIFICATION

    To  the extent permitted by  applicable law in effect  from time to time, no
member of the Board or the Committee shall be liable for any action or  omission
of any other member of the Board or Committee nor for any act or omission on the
member's  own part, excepting only the  member's own willful misconduct or gross
negligence. The Company shall pay expenses  incurred by, and satisfy a  judgment
or  fine rendered or levied  against, a present or  former director or member of
the Committee in any action against such  person (whether or not the Company  is
joined as a party defendant) to impose liability or a penalty on such person for
an  act alleged to have been committed by such person while a director or member
of the Committee arising with respect  to the Plan or administration thereof  or
out  of membership on the Committee or by the Company, or all or any combination
of the preceding; provided the director  or Committee member was acting in  good
faith, within what such director or Committee member reasonably believed to have
been  within the scope of  his or her employment or  authority and for a purpose
which he or she reasonably believed to  he in the best interests of the  Company
or  its  shareholders. Payments  authorized hereunder  include amounts  paid and
expenses incurred in settling any such action or threatened action. This section
does not  apply to  any action  instituted or  maintained in  the right  of  the
Company  by a shareholder  or holder of a  voting trust certificate representing
shares of the Company. The provisions of this section shall apply to the estate,
executor, administrator, heirs, legatees or devisees of a director or  Committee
member,  and the term "person" as used in this section shall include the estate,
executor, administrator, heirs, legatees or devisees of such person.

                                       10

<PAGE>

                                   APPENDIX B

               AMENDMENT AND RESTATEMENT EFFECTIVE AS OF THE DATE
                   OF OBTAINING SHAREHOLDER APPROVAL IN 1996.

                                     BYLAWS
                                       OF
                           SILICON VALLEY BANCSHARES

                                   ARTICLE I
                                    OFFICES

    Section 1.1.  PRINCIPAL EXECUTIVE OFFICE.  The principal executive office of
this  corporation  (the  "Corporation")  is hereby  fixed  and  located  at 3000
Lakeside Drive, Santa Clara, California. The Board of Directors (the "Board") is
hereby granted full power and authority to change the principal executive office
from one location to another.  Any such change shall be  noted in the Bylaws  by
the  Secretary, opposite this Section,  or this Section may  be amended to state
the new location.

    Section 1.2.  OTHER OFFICES.  Other branch offices or places of business may
at any  time  be  established  by  the Board  at  any  place  or  places  deemed
appropriate.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

    Section  2.1.    PLACE  OF  MEETINGS.    All  annual  or  other  meetings of
shareholders shall be held at the principal executive office of the Corporation,
or at any  other place which  may be designated  either by the  Board or by  the
written  consent of all persons entitled to  vote thereat given either before or
after the meeting and filed with the Secretary of the Corporation.

    Section 2.2.  ANNUAL MEETINGS.

        (a)  TIME.  The Annual Meeting  of shareholders shall be held each  year
    on  a date  and at a  time designated by  the Board. The  date so designated
    shall be within fifteen months after the last Annual Meeting.

        (b)  BUSINESS TO BE TRANSACTED.  At each Annual Meeting, directors shall
    be elected, reports of  the affairs of the  Corporation shall be  considered
    and  any other business may be transacted  which is within the powers of the
    shareholders.

        (c)  NOTICE.  Written  notice of each Annual  Meeting shall be given  to
    each  shareholder entitled to vote, either personally or by first class mail
    or other means of written communication, charges prepaid, addressed to  such
    shareholder  at such  shareholder's address  appearing on  the books  of the
    Corporation, or given by the shareholder to the Corporation for the  purpose
    of notice, or if no such address appears or is given, at the place where the
    principal  executive office of the Corporation  is located or by publication
    at least once in a newspaper of  general circulation in the county in  which
    the principal executive office is located. If any notice or report addressed
    to the shareholder at the address of such shareholder appearing on the books
    of  the  Corporation is  returned to  the Corporation  by the  United States
    Postal Service marked to indicate that  the United States Postal Service  is
    unable  to deliver the notice or report  to the shareholder at such address,
    all future  notices or  reports shall  be  deemed to  have been  duly  given
    without  further mailing if the same  shall be available for the shareholder
    upon written demand of the shareholder at the principal executive office  of
    the  Corporation for a period of one year from the date of the giving of the
    notice or  report to  all  other shareholders.  If  a shareholder  gives  no
    address,  notice shall be  deemed to have  been given to  the shareholder if
    sent by mail or other means of written

                                       1

<PAGE>
    communication addressed to the place where the principal executive office of
    the Corporation is located, or if published at least once in some  newspaper
    of general circulation in the county in which the principal executive office
    is located.

    All  notices shall  be given to  each shareholder entitled  thereto not less
than ten (10) days nor more than sixty (60) days before each Annual Meeting. Any
such notice  shall be  deemed to  have been  given at  the time  when  delivered
personally  or  deposited  in  the  mail  or  sent  by  other  means  of written
communication. An affidavit of mailing of any such notice in accordance with the
foregoing provisions,  executed by  the Secretary,  Assistant Secretary  or  any
transfer agent of the Corporation shall be prima facie evidence of the giving of
the notice. Such notices shall specify:

        (i) the place, the date and the hour of each meeting;

        (ii)  those matters which the  Board, at the time  of the mailing of the
    notice, intends to present for action by the shareholders;

        (iii) if directors are to be elected, the names of nominees intended  at
    the time of the notice to be presented by the Board for election;

        (iv)  the general  nature of  a proposal,  if any,  to take  action with
    respect to  approval  of:  (a)  a contract  or  other  transaction  with  an
    interested  director, (b) amendment of the  Articles of Incorporation, (c) a
    reorganization  of  the  Corporation  as  defined  in  Section  181  of  the
    California  General  Corporation Law,  (d)  a voluntary  dissolution  of the
    Corporation, or (e) a distribution  in dissolution other than in  accordance
    with the rights of outstanding preferred shares, if any; and

        (v) such other matters, if any, as may be required by law.

    Section  2.3.  SPECIAL MEETINGS.   Special meetings of the shareholders, for
the purpose  of  taking any  action  permitted  by the  shareholders  under  the
California  General Corporation  Law and  the Articles  of Incorporation  of the
Corporation, may be  called at  any time  by the Chairman  of the  Board or  the
President, or by the Board, or by one or more shareholders holding not less than
ten  percent (10%) of the votes entitled to be cast at the meeting. Upon request
in writing that  a special meeting  of shareholders be  called for any  purpose,
directed to the Chairman of the Board, President, Vice President or Secretary by
any  person  (other  than the  Board)  entitled  to call  a  special  meeting of
shareholders,  the  officer  forthwith  shall  cause  notice  to  be  given   to
shareholders entitled to vote that a meeting will be held at a time requested by
the  person or persons calling  the meeting, not less  than thirty-five (35) nor
more than sixty (60) days after receipt of the request. Except in special  cases
where  other express  provision is made  by statute, notice  of special meetings
shall be given in  the same manner  as for annual  meetings of shareholders.  In
addition to the matters required by items (i), and if applicable, (ii) and (iii)
of  the  preceding Section,  notice  of any  special  meeting shall  specify the
general nature of the business  to be transacted, and  no other business may  be
transacted at such meeting.

    Section  2.4.  QUORUM.   The presence in  person or by  proxy of the persons
entitled to vote a majority of the voting shares at any meeting shall constitute
a quorum for  the transaction of  business. The shareholders  present at a  duly
called  or held meeting at which a quorum is present may continue to do business
until adjournment,  notwithstanding the  withdrawal  of enough  shareholders  to
leave  less  than a  quorum, if  any  action taken  (other than  adjournment) is
approved by at least a majority of the shares required to constitute a quorum.

    Section 2.5.   ADJOURNED  MEETINGS AND  NOTICE THEREOF.   Any  shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from  time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum  no other  business may  be transacted  at such  meeting, except  as
provided in Section 2.4 above.

    When  any shareholders' meeting, either annual  or special, is adjourned for
forty-five (45) days or more, or if after adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given as  in
the   case   of   an   original   meeting.   Except   as   provided   above,  it

                                       2

<PAGE>
shall not be necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted thereat, other than by  announcement
of the time and place thereof at the meeting at which such adjournment is taken.

    Section  2.6.  VOTING.  Unless a record date for voting purposes be fixed as
provided in Section  5.1 of  these Bylaws, then,  subject to  the provisions  of
Sections 702 through 704 of the California Corporations Code (relating to voting
of  shares  held by  a  fiduciary, in  the  name of  a  corporation or  in joint
ownership), only persons  in whose names  shares entitled to  vote stand on  the
stock  records of the Corporation  at the close of  business on the business day
next preceding the day on which notice of the meeting is given or if such notice
is waived, at the close of business  on the business day next preceding the  day
on  which the meeting of shareholders is held, shall be entitled to vote at such
meeting, and such day shall be the  record date for such meeting. Such vote  may
be  oral or by ballot; provided, however,  that all elections for directors must
be by ballot upon demand  made by a shareholder at  any election and before  the
voting  begins.  If a  quorum is  present,  except with  respect to  election of
directors, the affirmative vote of the majority of the shares represented at the
meeting and entitled to  vote on any matter  (which shares voting  affirmatively
also  constitute at least a majority of the required quorum) shall be the act of
the shareholders, unless the vote  of a greater number  or voting by classes  is
required   by  the  California  General  Corporation  Law  or  the  Articles  of
Incorporation.  Subject  to  the  requirements  of  the  next  sentence,   every
shareholder  entitled to vote at any election for directors shall have the right
to cumulate such shareholder's  votes and give one  candidate a number of  votes
equal  to the  number of directors  to be  elected, multiplied by  the number of
votes to which such shareholder's shares  are entitled, or to distribute his  or
her  votes on  the same  principal among as  many candidates  as the shareholder
shall think fit. No shareholder shall  be entitled to cumulate votes unless  the
name  of the candidate or  candidates for whom the votes  would be cast has been
placed in nomination prior to the voting and at least one shareholder has  given
notice  at the meeting, prior  to the voting, of  the shareholder's intention to
cumulate his  or her  votes.  The candidates  receiving  the highest  number  of
affirmative  votes of shares entitled to be voted  for them, up to the number of
directors to be elected, shall be elected. Votes against the directors and votes
withheld shall have no legal effect.

    Section 2.7.   VALIDATION OF DEFECTIVELY  CALLED OR NOTICED  MEETINGS.   The
transactions  of any meeting of shareholders,  either annual or special, however
called and noticed,  and wherever held,  shall be as  valid as though  had at  a
meeting  duly held after regular call and  notice, if a quorum be present either
in person or by proxy, and if, either  before or after the meeting, each of  the
persons  entitled to vote, not  present in person or by  proxy signs a waiver of
notice or a consent to the holding of the meeting, or an approval of the minutes
thereof. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of  any annual or special meeting of  shareholders,
except  that if action is taken  or proposed to be taken  for approval of any of
those matters specified  in Section 2.2(c)(iv)  of these Bylaws,  the waiver  of
notice  or consent  shall state  the general  nature of  the proposal.  All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.

    Attendance by a person at a meeting shall also constitute a waiver of notice
of that  meeting,  except when  the  person objects,  at  the beginning  of  the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance  at a meeting is not a waiver  of
any  right to object to the consideration  of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

    Section 2.8.  ACTION WITHOUT MEETING.

        (a)  ELECTION OF DIRECTORS.  Directors may be elected without a  meeting
    by a consent in writing, setting forth the action so taken, signed by all of
    the  persons who would  be entitled to  vote for the  election of directors,
    provided  that,  without  notice,  except   as  hereinafter  set  forth,   a

                                       3

<PAGE>
    director  may  be elected  at any  time to  fill a  vacancy (other  than one
    created by removal) not filled by  the directors, by the written consent  of
    persons  holding a majority  of the outstanding shares  entitled to vote for
    the election of directors.

        (b)  OTHER ACTION.  Any other  action which, under any provision of  the
    California  General  Corporation  Law, may  be  taken  at a  meeting  of the
    shareholders, may  be taken  without  a meeting,  and without  prior  notice
    except  as hereinafter set forth, if a consent in writing, setting forth the
    action so taken, is signed by  the holders of outstanding shares having  not
    less  than minimum number of  votes that would be  necessary to authorize or
    take such action at a meeting at  which all shares entitled to vote  thereon
    were  present and voted. Unless the consents of all shareholders entitled to
    vote have been solicited in writing:

           (i) Notice of any proposed shareholder approval of (a) a contract  or
       other  transaction with an interested director, (b) indemnification of an
       agent of the Corporation as authorized  by Section 3.17 of these  Bylaws,
       (c)  a reorganization of the Corporation as defined in Section 181 of the
       California General Corporation Law, or (d) a distribution in  dissolution
       other than in accordance with the rights of outstanding preferred shares,
       if  any, without a meeting by  less than unanimous written consent, shall
       be given at  least ten (10)  days before the  consummation of the  action
       authorized by such approval; and

           (ii)  Prompt  notice  shall  be  given at  the  taking  of  any other
       corporate action approved by shareholders without a meeting by less  than
       unanimous  written consent,  to those  shareholders entitled  to vote who
       have not consented in writing. Such notices shall be given as provided in
       Section 2.2(c) of these Bylaws.

    Unless, as provided in Section  5.1 of these Bylaws,  the Board has fixed  a
record  date for the determination of shareholders  entitled to notice of and to
give such written consent, the record  date for such determination shall be  the
day on which the first written consent is given. All such written consents shall
be filed with the Secretary of the Corporation.

    Any shareholder giving a written consent, or the shareholder's proxyholders,
or  a transferee of the shares, or a personal representative of the shareholder,
or their respective proxyholders, may revoke  the consent by a writing  received
by  the Corporation  prior to the  time that  written consents by  the number of
shares required  to authorize  the  proposed action  have  been filed  with  the
Secretary  of the Corporation, but may not  do so thereafter. Such revocation is
effective upon its receipt by the Secretary of the Corporation.

    Section 2.9.  PROXIES.   Every person entitled  to vote or execute  consents
shall  have  the right  to do  so  either in  person or  by  one or  more agents
authorized by  a  written proxy.  A  proxy  may be  in  the form  of  a  written
authorization  signed or an electronic  transmission authorized by a shareholder
or the shareholder's  agent. A proxy  may be transmitted  by an oral  telephonic
transmission if it is submitted with information from which it may be determined
that the proxy was authorized by the shareholder or the shareholder's agent. Any
proxy  duly executed is not revoked and continues in full force and effect until
(i) an instrument revoking it or a  duly executed proxy bearing a later date  is
filed  with the Secretary of the Corporation prior to the vote pursuant thereto,
(ii) the person executing the proxy attends the meeting and votes in person,  or
(iii)  written notice of the  death or incapacity of the  maker of such proxy is
received by  the  Corporation  before  the vote  pursuant  thereto  is  counted;
provided,  that no such proxy shall be valid after the expiration of eleven (11)
months from the date of its execution, unless the person executing it  specifies
therein the length of time for which said proxy is to continue in force.

    Section  2.10.   INSPECTORS  OF  ELECTION.   In  advance of  any  meeting of
shareholders the Board may appoint inspectors of election to act at the  meeting
and  any adjournment thereof. If inspectors of election are not so appointed, or
if any persons so appointed fail to appear or refuse to act, the Chairman of any
meeting of  shareholders  may,  and on  the  request  of any  shareholder  or  a
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at

                                       4

<PAGE>
the meeting. The number of inspectors shall be either one or three. If appointed
at a meeting on the request of one or more shareholders or proxies, the majority
of shares represented in person or by proxy shall determine whether one or three
inspectors are to be appointed.

    The  duties of the inspectors  shall be as prescribed  in Section 707 of the
California General Corporation Law and shall include: (i) determining the number
of shares outstanding and  the voting power of  each, the shares represented  at
the meeting, the existence of a quorum, the authenticity, validity and effect of
proxies;   (ii)  receiving  votes,  ballots   or  consents;  (iii)  hearing  and
determining all challenges and questions in  any way arising in connection  with
the  right to  vote; (iv)  counting and  tabulating all  votes or  consents; (v)
determining when the polls shall close;  (vi) determining the result; and  (vii)
such  other acts as may be proper to  conduct the election or vote with fairness
to all shareholders. In the determination of the validity and effect of proxies,
the dates contained  on the  forms of  proxy shall  presumptively determine  the
order of execution on the proxies, regardless of postmark dates on the envelopes
in which they are mailed.

    The  inspectors of election shall perform  their duties impartially, in good
faith, to the best  of their ability  and as expeditiously  as is practical.  If
there  are three inspectors of  election, the decision, act  or certificate of a
majority is effective  in all respects  as the decision,  act or certificate  of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

    Section 2.11.  NOMINATION OF DIRECTORS.  Nominations for election of members
of  the Board may be made by the  Board or by any shareholder of any outstanding
class of capital stock of the Corporation  entitled to vote for the election  of
directors.  Notice of intention to make  any nominations (other than for persons
named in the notice of the meeting at which such nomination is to be made) shall
be made in  writing and shall  be delivered or  mailed to the  Secretary of  the
Corporation by the later of: the close of business twenty-one (21) days prior to
any  meeting of shareholders called for election  of directors, or ten (10) days
after  the  date  of  mailing  notice  of  the  meeting  to  shareholders.  Such
notification  shall contain the following information to the extent known to the
notifying shareholder: (i) the name and  address of each proposed nominee;  (ii)
the principal occupation of each proposed nominee; (iii) the number of shares of
capital  stock of the Corporation owned by  each proposed nominee; (iv) the name
and residence address of the notifying shareholder; (v) the number of shares  of
capital  stock of the  Corporation owned by the  notifying shareholder; and (vi)
with the written  consent of  the proposed  nominee, a  copy of  which shall  be
furnished  with the  notification, whether  the proposed  nominee has  ever been
convicted of  or  pleaded nolo  contendere  to any  criminal  offense  involving
dishonesty  or breach of trust, filed a  petition in bankruptcy or been adjudged
bankrupt. The notice shall  be signed by the  nominating shareholder and by  the
nominee. Nominations not made in accordance herewith shall be disregarded by the
Chairman of the meeting, and upon the Chairman's instructions, the inspectors of
election  shall disregard all votes cast for each such nominee. The restrictions
set forth in this paragraph shall not apply to nomination of a person to replace
a proposed nominee who has died or otherwise become incapacitated to serve as  a
director  between  the last  day for  giving  notice hereunder  and the  date of
election of directors if the procedure called for in this paragraph was followed
with respect to the nomination of the proposed nominee.

    A copy  of the  preceding paragraph  shall be  set forth  in the  notice  to
shareholders of any meeting at which directors are to be elected.

                                  ARTICLE III
                                   DIRECTORS

    Section   3.1.    POWERS.    Subject   to  limitation  of  the  Articles  of
Incorporation and of the California General  Corporation Law as to action to  be
authorized  or  approved  by the  shareholders,  and  subject to  the  duties of
directors as prescribed by the Bylaws, and subject to the rules and  regulations
as  may be promulgated  from time to time  by applicable regulatory authorities,
all corporate powers shall be  exercised by or under  the authority of, and  the
business and affairs of the Corporation shall be controlled by, the Board.

                                       5

<PAGE>
   

    Section  3.2  NUMBER AND QUALIFICATION  OF DIRECTORS.  The authorized number
of directors of the Corporation shall not  be less than eight (8) nor more  than
fifteen (15) until changed by amendment of the Articles of Incorporation or by a
bylaw  amending this Section 3.2 duly adopted  by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote, provided  that
a  proposal  to reduce  the authorized  minimum number  of directors  below five
cannot be adopted. The  exact number of  directors shall be  fixed from time  to
time,  within the limits specified in this Section 3.2: (i) by a resolution duly
adopted by the Board; (ii) by a  Bylaw or amendment thereof duly adopted by  the
vote  of a  majority of  the outstanding  shares entitled  to vote;  or (iii) by
approval of  the shareholders  (as  defined in  Section  153 of  the  California
General  Corporation Law). No amendment may  change the stated maximum number of
authorized directors  to a  number greater  than two  times the  stated  minimum
number of directors minus one.
    

    Subject  to the foregoing  provisions for changing  the number of directors,
the number of directors of this Corporation has been fixed at ten (10).

    Section 3.3.  ELECTION AND TERM OF  OFFICE.  The directors shall be  elected
at  each annual meeting of  shareholders, but if any  such annual meeting is not
held or the directors are not elected  thereat, the directors may be elected  at
any  special meeting of shareholders held for that purpose or by written consent
in accordance with Section 2.8 of these Bylaws. All directors shall hold  office
until their respective successors are elected, subject to the California General
Corporation  Law and the provisions of these Bylaws with respect to vacancies on
the Board.

    Section 3.4  [RESERVED].

    Section 3.5.   REMOVAL OF  DIRECTORS.  The  entire Board  or any  individual
director may be removed from office by a vote of shareholders holding a majority
of  the  outstanding shares  entitled to  vote  at an  election of  directors. A
material breach of the Corporation's Code  of Ethics or a director's failure  to
attend at least seventy-five percent (75%) of the Board meetings held during the
director's  term of office  may constitute grounds  for removal. However, unless
the entire Board  is removed,  no individual director  may be  removed when  the
votes  cast against removal, or not consenting in writing to such removal, would
be sufficient to  elect such director  if voted cumulatively  at an election  at
which  the same total number of votes were  cast (or, if such action is taken by
written consent, all shares entitled to  vote were voted) and the entire  number
of  directors authorized at the time of the director's most recent election were
then being elected.

    Section 3.6.  VACANCIES.   A vacancy in the Board  shall be deemed to  exist
(i)  in case  of the death,  resignation or removal  of any director,  (ii) if a
director has been declared of unsound mind  by order of court or convicted of  a
felony, (iii) if the authorized number of directors be increased, or (iv) if the
shareholders fail, at any annual or special meeting of shareholders at which any
director  or  directors are  elected,  to elect  the  full authorized  number of
directors to be voted for at that meeting.

    Vacancies in the Board,  except for a  vacancy created by  the removal of  a
director,  may be filled by  a majority of the  remaining directors, though less
than a quorum  or by a  sole remaining  director, and each  director so  elected
shall  hold office  until his  or her  successor is  elected at  an annual  or a
special meting  of the  shareholders. A  vacancy  in the  Board created  by  the
removal of a director may only be filled by the vote of a majority of the shares
entitled  to  vote represented  at  a duly  held meeting  at  which a  quorum is
present, or by  the written consent  of the  holders of all  of the  outstanding
shares.

    The  shareholders may elect a director or  directors at any time to fill any
vacancy or vacancies not filled by  the directors. Any such election by  written
consent  (except to fill a vacancy created by removal) shall require the consent
of holders of a majority of the outstanding shares entitled to vote.

    Any director may resign effective upon giving written notice to the Chairman
of the Board,  the President,  the Secretary or  the Board  of the  Corporation,
unless the notice specifies a later time for

                                       6

<PAGE>
the effectiveness of such resignation. If the Board accepts the resignation of a
director tendered to take effect at a future time, the Board or the shareholders
shall have the power to elect a successor to take office when the resignation is
to become effective.

    No  reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his or her term of office.

    Section 3.7.   FREQUENCY  AND PLACE  OF MEETING.   The  Board shall  hold  a
meeting at least once each calendar quarter. Regular meetings of the Board shall
be  held at any  place and time which  has been designated from  time to time by
resolution of the Board or  by written consent of all  members of the Board.  In
the absence of such designation, regular meetings shall be held at the principal
executive  office of the Corporation. Special meetings  of the Board may be held
either at a place so designated or at the principal executive office.

    Section 3.8.   ORGANIZATIONAL MEETING.   Immediately  following each  annual
meeting  of shareholders, the Board shall hold a regular meeting at the place of
the annual meeting or at  such other place as shall  be fixed by the Board,  for
the  purpose of organization, election of  officers and the transaction of other
business. Call and notice of such meetings are hereby dispensed with.

    Section 3.9.  OTHER REGULAR MEETINGS.   Other regular meetings of the  Board
shall  be held at any place and time which has been designated from time to time
by resolution of the Board  or by written consent of  all members of the  Board.
Notice of all such regular meetings of the Board is hereby dispensed with.

    Section  3.10.   SPECIAL MEETINGS.   Special meetings  of the  Board for any
purpose or purposes may be called at any time by the Chairman of the Board,  the
President or by any two directors.

    Special  meetings shall be held upon four days' notice by mail or other form
of written communication, or 24  hours notice received personally, by  telephone
or by facsimile or comparable means of communication. Written notice of the time
and  place  of  special meetings  shall  be  addressed to  the  director  at the
director's address as it is shown upon the records of the Corporation or, if  it
is not so shown on such records or is not readily ascertainable, at the place at
which the meetings of the directors are regularly held.

    Any notice shall state the date, place and hour of the meeting and may state
the  general nature of the business to be transacted and that other business may
be transacted at the meeting.

    Section 3.11.  ACTION WITHOUT MEETING.  Any action by the Board may be taken
without a meeting if all members of the Board shall individually or collectively
consent in writing to the action. The written consent or consents shall be filed
with the minutes of the proceedings of  the Board and shall have the same  force
and effect as a unanimous vote of the directors.

    Section 3.12.  ACTION AT A MEETING, QUORUM AND REQUIRED VOTE.  Presence of a
majority  of  the authorized  number  of directors  at  a meeting  of  the Board
constitutes a  quorum for  the transaction  of business,  except as  hereinafter
provided.  Members of  the Board  may participate  in a  meeting through  use of
conference telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. (Participation in a  meeting
as  permitted in  the preceding sentence  constitutes presence in  person at the
meeting.) Every act  or decision done  or made  by a majority  of the  directors
present at a meeting duly held at which a quorum is present shall be regarded as
the  act  of  the Board,  unless  a greater  number,  or the  same  number after
disqualifying one or  more directors  from voting, is  required by  law, by  the
Articles  of Incorporation or  by these Bylaws.  A meeting at  which a quorum is
initially  present  may  continue  to  transact  business  notwithstanding   the
withdrawal  of  a  director or  directors,  provided  that any  action  taken is
approved by at least a majority of the required quorum for the meeting.

    Section 3.13.  VALIDATION  OF DEFECTIVELY CALLED OR  NOTICED MEETINGS.   The
transactions of any meeting of the Board, however called and noticed or wherever
held,  shall be as valid as though had at a meeting duly held after regular call
and notice,  if  a  quorum  is  present and  if,  either  before  or  after  the

                                       7

<PAGE>
meeting,  each of the directors not present or who, though present, has prior to
the meeting or  at its commencement,  protested the lack  of proper notice:  (i)
signs  a written  waiver of notice  or a consent  to holding such  meeting or an
approval of the minutes thereof; or (ii) waives notice and withdraws his or  her
objection.  All  such waivers,  consents or  approvals shall  be filed  with the
corporate records or made a part of the minutes of the meeting.

    Section 3.14.   ADJOURNMENT.   A majority of  the directors  present at  any
directors'  meeting, either regular or special,  may adjourn to another time and
place.

    Section 3.15.  NOTICE OF ADJOURNMENT.  If the meeting is adjourned for  more
than 24 hours, notice of any adjournment to another time or place shall be given
prior to the time of the adjourned meeting to the directors who were not present
at the time of adjournment. Otherwise notice of the time and place of holding an
adjourned meeting need not be given to absent directors if the time and place be
fixed at the meeting adjourned.

    Section  3.16.  FEES AND COMPENSATION.   Directors and members of committees
may  receive  such  compensation,   if  any,  for   their  services,  and   such
reimbursement  for expenses, as may be fixed  or determined by resolution of the
Board.

    Section 3.17.   INDEMNIFICATION OF  AGENTS OF THE  CORPORATION; PURCHASE  OF
LIABILITY INSURANCE.

        (a) For the purposes of this Section: "agent" means any person who is or
    was  a director, officer, employee or other agent of this Corporation, or is
    or was serving at  the request of this  Corporation as a director,  officer,
    employee  or agent of another  foreign or domestic corporation, partnership,
    joint venture,  trust  or  other  enterprise or  was  a  director,  officer,
    employee  or  agent  of  a  foreign  or  domestic  Corporation  which  was a
    predecessor corporation of this Corporation or of another enterprise at  the
    request  of such predecessor Corporation; "proceeding" means any threatened,
    pending  or  completed  action  or  proceeding,  whether  civil,   criminal,
    administrative   or   investigative;   and   "expenses"   includes,  without
    limitation, attorneys'  fees and  any expenses  of establishing  a right  to
    indemnification under subdivision (d) or subdivision (e)(4) of this Section.

        (b)  This Corporation shall indemnify any person  who was or is a party,
    or is threatened to be made a party, to any proceeding (other than an action
    by or in  the right of  this Corporation) by  reason of the  fact that  such
    person  is or was an agent of this Corporation, against expenses, judgments,
    fines, settlements and  other amounts  actually and  reasonably incurred  in
    connection  with the proceeding if  the person acted in  good faith and in a
    manner the person reasonably  believed to be in  the best interests of  this
    Corporation  and, in  the case of  a criminal proceeding,  had no reasonable
    cause to believe the conduct of the person was unlawful. The termination  of
    any  proceeding by judgment, order, settlement, conviction or upon a plea of
    nolo contendere or its equivalent shall not, of itself, create a presumption
    that the person did not act in good  faith and in a manner which the  person
    reasonably  believed to be in the best interests of this Corporation or that
    the person had  reasonable cause to  believe that the  person's conduct  was
    unlawful.

        (c)  This Corporation shall indemnify any person  who was or is a party,
    or is threatened to be made a party, to any threatened, pending or completed
    action by or in the right of  this Corporation to procure a judgment in  its
    favor  by reason  of the fact  that the  person is or  was an  agent of this
    Corporation, against expenses actually and reasonably incurred by the person
    in connection with  the defense or  settlement of the  action if the  person
    acted  in good  faith, in  a manner the  person believed  to be  in the best
    interests of this Corporation and its shareholders. No indemnification shall
    be made under this subdivision (c):

           (1) In respect to any claim, issue  or matter as to which the  person
       shall  have  been  adjudged to  be  liable  to this  Corporation  and its
       shareholders,  in  the   performance  of  the   person's  duty  to   this
       Corporation,  unless and only to  the extent that the  court in which the
       proceeding is or was  pending shall determine  upon application that,  in
       view  of all  the circumstances  of this case,  the person  is fairly and
       reasonably entitled to indemnity for  the expenses which the court  shall
       determine.

                                       8

<PAGE>
           (2)  Of amounts paid in settling  or otherwise disposing of a pending
       action, without court approval.

           (3) Of  expenses incurred  in  defending a  pending action  which  is
       settled or otherwise disposed of without court approval.

        (d)  To the extent that an agent of this Corporation has been successful
    on the merits in defense of  any proceedings referred to in subdivision  (b)
    or  (c) or in defense of any claim, issue or matter therein, the agent shall
    be indemnified  against expenses  actually and  reasonably incurred  by  the
    agent in connection therewith.

        (e)  Except as  provided in  subdivision (d),  any indemnification under
    this Section shall  be made by  this Corporation only  if authorized in  the
    specific  case, upon a  determination that indemnification  of that agent is
    proper in  the  circumstances  because  the agent  has  met  the  applicable
    standard  of conduct  set forth  in subdivision  (b) or  (c), by  any of the
    following:

           (1) A majority vote of a  quorum consisting of directors who are  not
       parties to such proceeding.

           (2)  If such a quorum of  directors is not obtainable, by independent
       legal counsel in a written opinion.

           (3) Approval of the shareholders, with the shares owned by the person
       to be indemnified not being entitled to vote thereon.

           (4) The  court  in  which  the proceeding  is  or  was  pending  upon
       application made by the Corporation or the agent or the attorney or other
       person  rendering services in connection with the defense, whether or not
       the application by the agent, attorney or other person is opposed by  the
       Corporation.

        (f)  Expenses incurred  in defending any  proceeding may  be advanced by
    this Corporation  prior to  the  final disposition  of the  proceeding  upon
    receipt  of a written undertaking by or on behalf of the agent to repay such
    amount if it shall be determined  ultimately that the agent is not  entitled
    to be indemnified as authorized in this Section.

        (g)  The indemnification  provided by this  Section shall  not be deemed
    exclusive of any additional rights to indemnification that are authorized in
    the Articles  of Incorporation.  Nothing in  this Section  shall affect  any
    right  to  indemnification to  which persons  other  than the  directors and
    officers may be entitled by contract or otherwise.

        (h) No  indemnification or  advance shall  be made  under this  Section,
    except as provided in subdivision (d) or subdivision (e)(4) of this Section,
    in any circumstance where it appears:

           (1) That it would be inconsistent with a provision of the Articles of
       Incorporation,  the  Bylaws,  a  resolution  of  the  shareholders  or an
       agreement in effect at the  time of the accrual  of the alleged cause  of
       action  asserted in the proceeding in which the expenses were incurred or
       other  amounts   were  paid,   which   prohibits  or   otherwise   limits
       indemnification.

           (2)  That  it  would  be inconsistent  with  any  condition expressly
       imposed by a court in approving a settlement.

        (i) Upon a determination by the Board, this Corporation may purchase and
    maintain insurance on  behalf of any  agent of the  Corporation against  any
    liability  asserted against  or incurred  by the  agent in  such capacity or
    arising out of the  agent's status as such  whether or not this  Corporation
    would have the power to indemnify the agent against such liability under the
    provisions of this Section.

        (j)   This Section does not apply to any proceeding against any trustee,
    investment manager or other  fiduciary of an employee  benefit plan in  that
    person's  capacity as such, even though the  person may also be an agent, as
    defined in  subdivision  (a)  of  this  Section,  of  the  Corporation.  The

                                       9

<PAGE>
    Corporation shall have power to indemnify such a trustee, investment manager
    or other fiduciary to the extent permitted by subdivision (f) of Section 207
    of the California General Corporation Law.

    Section  3.18.   COMMITTEES.    The Board  may,  by resolution  or committee
charter adopted by a majority of  the authorized number of directors,  designate
one  or more committees, each committee consisting  of two or more directors, to
serve at  the pleasure  of  the Board.  These  committees may  include,  without
limitation,  an Executive Committee,  an Audit Committee,  a Stock Committee and
any such other committees as the Board may deem appropriate. Any such committee,
to the extent provided in the resolution of the Board or committee charter,  may
exercise  those  powers  and  responsibilities  so  designated,  except  that no
committee shall be authorized to take action with respect to:

        (i) The  approval  of  any  action for  which  shareholder  approval  or
    approval of the outstanding shares is required.

        (ii) The filling of vacancies on the Board or in any committee.

        (iii) The amendment or repeal of Bylaws or the adoption of new Bylaws.

        (iv) The amendment or repeal of any resolution of the Board which by its
    express terms is not so amendable or repealable.

        (v)  The appointment  of other  committees of  the Board  or the members
    thereof.

        (vi) A distribution, except at a rate, in a periodic amount or within  a
    price  range set forth in the Articles  of Incorporation or as determined by
    the Board.

                                   ARTICLE IV
                                    OFFICERS

    Section 4.1.  OFFICERS.   The Officers of the  Corporation shall be a  Chief
Executive  Officer, President,  Secretary, Chief  Financial Officer  and, at the
discretion of  the  Board,  such  other officers  as  may  be  deemed  necessary
("Officers").  Any two or more Officer  positions, except those of the President
and Secretary, may be held by the same person. In appropriate circumstances,  an
Officer  of the Corporation may  be excluded by resolution of  the Board or by a
provision of the  Bylaws from  participation, other than  in the  capacity of  a
director if applicable, in major policymaking functions of the Corporation.

    Section  4.2.  ELECTION.  Except as  otherwise provided in these Bylaws, the
Officers of the Corporation shall be chosen by the Board, and each Officer shall
be employed at will, unless employed  for a determinate period of time  pursuant
to  a written employment  agreement approved by  the Board, and  shall have such
authority and perform such duties as are provided in the Bylaws or as the  Board
may, from time to time, determine.

    Section  4.3.    SUBORDINATE  OFFICERS.    The  Corporation  may  have  such
subordinate  officers  as   the  business   of  the   Corporation  may   require
("Subordinate  Officers"), including one or more Vice Presidents, a Cashier, one
or more  Assistant  Cashiers,  Operations  Officers  and  Managers.  Subordinate
Officers  may  be  chosen by  the  Board,  the Chief  Executive  Officer  or the
President, and such  Officers and  Subordinate Officers upon  whom authority  is
conferred   by  the  Board,  the  Chief   Executive  Officer  or  the  President
("Authorized Officers"). Subordinate Officers shall be employed at will,  unless
employed  for  a determinate  period of  time pursuant  to a  written employment
agreement approved by the Board, and shall have such authority and perform  such
duties  as are provided in the Bylaws or as the Board, Chief Executive Officers,
President or Authorized Officers may, from time to time, determine.

    Section 4.4.  REMOVAL AND RESIGNATION.   Any Officer may be removed,  either
with  or without cause, by  the Board, subject, in each  case, to the rights, if
any, of an Officer under any contract or

                                       10

<PAGE>
employment. Any Subordinate Officer  may be removed, with  or without cause,  by
the  Board, Chief Executive Officer, President or Authorized Officer, subject to
such rights,  if  any, of  a  Subordinate  Officer under  a  written  employment
agreement.

    Any  Officer or Subordinate Officer may resign at any time by giving written
notice to the Board or to the President, or to the Secretary of the Corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

    Section 4.5.    VACANCIES.   A  vacancy  in  any office  because  of  death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to such office.

    Section 4.6.  CHAIRMAN OF THE BOARD; VICE-CHAIRMAN.  The Executive Committee
of  the Board shall nominate  the Chairman of the  Board, subject to approval by
the Board.  The Chairman  of  the Board  shall also  serve  as Chairman  of  the
Executive  Committee and shall serve  in such capacities for  a maximum of three
consecutive one-year terms. The  Chairman shall be an  officer of the Board  and
shall,  if  present, preside  at all  meetings  of the  Board. The  Chairman may
exercise and perform such other powers and duties as may be from time to time be
assigned by  the Board  or prescribed  by the  Bylaws. The  Chairman shall  not,
however, be deemed an Officer of the Corporation.

    The  Executive Committee of the Board  shall nominate a Vice-Chairman of the
Board, subject to approval by the Board. Any Vice-Chairman so approved may serve
a maximum of three consecutive one-year terms. The Vice-Chairman shall have such
powers and perform such duties  as may be from time  to time be assigned by  the
Board or the Chairman of the Board and shall preside at any meeting of the Board
at  which the Chairman is absent or otherwise unable to serve. The Vice-Chairman
shall not be deemed an Officer of the Corporation.

    Section 4.7.  CHIEF EXECUTIVE OFFICER.   The Chief Executive Officer  shall,
subject  to the  control of the  Board, have general  supervision, direction and
control of the  business and officers  of the Corporation.  The Chief  Executive
Officer  shall exercise and perform such other  powers and duties as may be from
time to time assigned by the Board or prescribed by the Bylaws.

    Section 4.8.  PRESIDENT.  Subject to such supervisory powers, if any, as may
be given by the Board to the Chairman of the Board, the President shall  preside
at  all meetings of the  shareholders and at all meetings  of the Board when the
Chairman of the Board and the Vice-Chairman of the Board are absent or otherwise
unable to  serve. The  President shall  have the  general powers  and duties  of
management  usually vested in  the office of  the President of  a bank and shall
have such other powers and duties as may be prescribed by law, the Board or  the
Bylaws.

    Section  4.9.    VICE  PRESIDENT.   In  the  absence  or  disability  of the
President, the Vice Presidents in order of their rank as fixed by the Board  or,
if not ranked, the Vice President designated by the Board, shall perform all the
duties of the President, and when so acting shall have all the powers of, and be
subject  to all the  restrictions upon the President.  The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the  Board or the Bylaws. No Vice  President
shall  preside over meetings of the shareholders  or at meetings of the Board in
the absence or disability of the President and Chairman of the Board unless  the
Vice President so serving is also a Director.

    Section  4.10.   SECRETARY.    The Secretary  shall  record or  cause  to be
recorded, and shall keep or cause to be kept, at the principal executive  office
and  such other place  or places as  the Board may  order, a book  of minutes of
actions taken at all meetings of  directors and shareholders, with the time  and
place  of holding, whether regular or  special, and, if special, how authorized,
the notice thereof given, the names of those present at directors' meetings, the
number of  shares present  or  represented at  shareholders' meetings,  and  the
proceedings  thereof.  In  the event  of  any  meeting in  Executive  Session or
otherwise if  the  Secretary  is  not present,  an  Acting  Secretary  shall  be
designated  by the  Chairman of  the meeting  for the  purpose of  recording the
minutes of actions taken at the meeting or Executive Session thereof.

                                       11

<PAGE>
    The  Secretary shall keep, or cause to be  kept, a copy of the Bylaws of the
Corporation at the principal executive  office or business office in  accordance
with Section 213 of the California General Corporation Law.

    The  Secretary shall keep, or  cause to be kept,  at the principal executive
office, or at the office of the Corporation's transfer agent, a share  register,
or  a duplicate share register, showing the  names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for  the same,  or the number  and date  of cancellation  of
every certificate surrendered for cancellation.

    The  Secretary shall give, or cause to  be given, notice of all the meetings
of the shareholders  and of the  Board required by  the Bylaws or  by law to  be
given  and shall have such other powers and  perform such other duties as may be
prescribed by the Board or by the Bylaws.

    Section 4.11.  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer of  the
Corporation  shall  keep  and maintain,  or  cause  to be  kept  and maintained,
adequate and correct accounts of the properties and business transactions of the
Corporation, and shall  send or  cause to  be sent  to the  shareholders of  the
Corporation  such financial statements and reports as are required to be sent to
them by law or these Bylaws.

    The Chief Financial Officer shall deposit all moneys and other valuables  in
the  name and to the credit of the  Corporation with such depositories as may be
designated by the Board. The Chief Financial Officer shall disburse, or cause to
be disbursed, the funds of the Corporation as may be ordered by the Board, shall
render to the President and directors,  whenever they request it, an account  of
all  transactions as Chief  Financial Officer and of  the financial condition of
the Corporation, and shall have such other powers and perform such other  duties
as may be prescribed by the Board or the Bylaws.

                                   ARTICLE V
                                 MISCELLANEOUS

    Section  5.1.  RECORD  DATE.  The  Board may fix  a time in  the future as a
record date for the determination of the shareholders entitled to notice of  and
to vote at any meetings of shareholders or entitled to give consent to corporate
action  in writing  without a  meeting, to  receive any  report, to  receive any
dividend or distribution, or  any allotment of rights  or to exercise rights  in
respect  to any  change, conversion  or exchange of  shares. The  record date so
fixed shall be not more than sixty (60) days or less than ten (10) days prior to
the date of any  meeting or other event  for the purpose of  which it is  fixed.
When  a record date  is so fixed, only  shareholders of record  on that date are
entitled to notice of and to vote at any such meeting, to give consent without a
meeting, to receive any report, to receive a dividend, distribution or allotment
of rights or to  exercise the rights,  as the case  may be, notwithstanding  any
transfer of any shares on the books of the Corporation after the record date.

    Section  5.2.   INSPECTION OF  CORPORATE RECORDS.   Except  as restricted or
limited  by  applicable  law,  including  Sections  1600  through  1605  of  the
California General Corporation Law, the accounting books and records, the record
of shareholders and minutes of proceedings of the shareholders and the Board and
committees  of  the  Board  of  this  Corporation  and  any  subsidiary  of this
Corporation shall  be  open  to  inspection  upon  the  written  demand  on  the
Corporation  of any shareholder or  holder of a voting  trust certificate at any
reasonable time during usual business hours, for a purpose reasonably related to
such holder's interest  as shareholder  or as the  holder of  such voting  trust
certificate.  Such  inspection by  a  shareholder or  holder  of a  voting trust
certificate may be  made in person  or by agent  or attorney, and  the right  of
inspection includes the right to copy and make extracts.

    Section  5.3.  CHECKS, DRAFTS, ETC.   All checks, drafts or other orders for
payment of money, notes  or other evidence of  indebtedness, shall be signed  or
endorsed  by such person  or persons and in  such manner as,  from time to time,
shall be determined by resolution of the Board.

                                       12

<PAGE>
    Section 5.4.  ANNUAL AND OTHER REPORTS.  The Board of the Corporation  shall
cause  an annual report to  be sent to the shareholders  not later than 120 days
after the close of  the fiscal or calendar  year. Notwithstanding the  foregoing
sentence,  however, the requirement for such  annual report is dispensed with so
long as this Corporation has less  than 100 shareholders of record. If  required
to  be sent to shareholders, the annual  report shall contain a balance sheet as
of the end of such fiscal year and an income statement and statement of  changes
in financial position for such fiscal year, accompanied by any report thereon of
independent  accountants or, if there  is no such report,  the certificate of an
authorized officer of the Corporation that such statements were prepared without
audit from the books and records of the Corporation.

    Section 5.5.  CONTRACTS, ETC.,  HOW EXECUTED.  The  Board, except as in  the
Bylaws  otherwise  provided, may  authorize any  officer  or officers,  agent or
agents, to enter into any contract or execute any instrument in the name of  and
on  behalf of the Corporation, and such  authority may be general or confined to
specific instances.

    Section 5.6.    CERTIFICATE  OF SHARES.    Every  holder of  shares  in  the
Corporation  shall be entitled to  have a certificate signed  in the name of the
Corporation by the Chairman or Vice Chairman of the Board or the President or  a
Vice  President and by the Chief Financial  Officer or an assistant treasurer or
the Secretary or any  assistant secretary, certifying the  number of shares  and
the class or series of shares owned by the shareholder. Any of the signatures on
the  certificate  may  be facsimile.  In  case  any officer,  transfer  agent or
registrar who has  signed or whose  facsimile signature has  been placed upon  a
certificate  shall have ceased  to be such officer,  transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with  the
same  effect as if such  person were an officer,  transfer agent or registrar at
the date of issue.

    No new certificate for shares shall be issued in lieu of an old  certificate
unless  the latter is surrendered and cancelled at the same time. The Board may,
however, in  case any  certificate  for shares  is  lost, stolen,  mutilated  or
destroyed,  authorize the  issuance of a  new certificate in  lieu thereof, upon
such  terms  and  conditions,   including  reasonable  indemnification  of   the
Corporation, as the Board shall determine.

    Section  5.7.   INSPECTION OF  BYLAWS.   The Corporation  shall keep  in its
principal executive office the original  or a copy of  the Bylaws as amended  or
otherwise  altered to date, certified  by the Secretary, which  shall be open to
inspection by the shareholders at all reasonable times during office hours.

    Section 5.8.  CONSTRUCTION  AND DEFINITIONS.   Unless the context  otherwise
requires,   the  general  provisions,  rules  of  construction  and  definitions
contained  in  the   California  General  Corporation   Law  shall  govern   the
construction  of these Bylaws. Without limiting the generality of the foregoing,
the masculine  gender includes  the feminine  and neuter,  the singular,  number
includes  the plural and the  plural number includes the  singular, and the term
"person" includes a Corporation as well as a natural person.

                                   ARTICLE VI
                                   AMENDMENTS

    Section 6.1.  POWER  OF SHAREHOLDERS.   New Bylaws may  be adopted or  these
Bylaws  may be amended or repealed by the  affirmative vote of a majority of the
outstanding shares  entitled  to vote,  or  by written  assent  of  shareholders
entitled  to vote  such shares, except  as otherwise  provided by law  or by the
Articles of Incorporation.

    Section 6.2.  POWER OF DIRECTORS.   Subject to the right of shareholders  as
provided in Section 6.1 to adopt, amend or repeal Bylaws, Bylaws may be adopted,
amended  or repealed by the Board provided,  however, that the Board may adopt a
bylaw or amendment thereof changing the authorized number of directors only  for
the  purpose of fixing the exact number of directors within the limits specified
in Section 3.2 of these Bylaws.

                                       13


<PAGE>
                      SILICON VALLEY BANCSHARES
        THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
               PROXY FOR ANNUAL MEETING OF SHAREHOLDERS

                       THURSDAY, APRIL 18, 1996

     The undersigned appoints JOHN C. DEAN and A. CATHERINE NGO, or either of
them, with full power of substitution for himself or herself, as the Proxy
Holder of the undersigned to vote and otherwise represent all of the shares
registered in the name of the undersigned at the Annual Meeting of Shareholders
of Silicon Valley Bancshares to be held on Thursday, April 18, 1996, at 4:00
p.m. at the RENAISSANCE MEETING CENTER AT TECHMART, SILICON VALLEY ROOM, 5201
GREAT AMERICA PARKWAY,  SANTA CLARA, CALIFORNIA 95054 and any postponements or
adjournments thereof, with the same effect as if the undersigned were present
and voting such shares, on the following matters and in the following manner.

1. To elect directors to serve for the ensuing year and until their successors
are elected.

/ / FOR all nominees listed below, with the discretionary authority to cumulate
votes, except votes withheld

/ / WITHHOLD AUTHORITY to vote for all nominees listed below

IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME APPEARING IN THE LIST BELOW:

Gary K. Barr, James F. Burns, Jr., John C. Dean, David M. deWilde, Clarence J.
Ferrari, Jr., Henry M. Gay, Daniel J. Kelleher, James R. Porter, Michael Roster,
and Ann R. Wells


2.  To ratify and approve an amendment to the
Silicon Valley Bancshares 1989 Stock Option Plan increasing the number of shares
reserved for issuance thereunder by 150,000 shares.

/ / FOR    / / AGAINST   / / ABSTAIN

3.  To ratify and approve an amendment to Silicon Valley Bancshares' Bylaws
changing the permitted range of the number of directors to a range of eight to
15.

/ / FOR    / / AGAINST   / / ABSTAIN

4.  To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors.

/ / FOR    / / AGAINST   / / ABSTAIN

5.  To vote or otherwise represent the shares on any other business that may
properly come before the meeting and any postponements or adjournments thereof,
according to the Proxy Holder's decision and in their discretion.

                                                    (CONTINUED ON OTHER SIDE)


<PAGE>

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE.  IF NO SPECIFICATIONS ARE MADE, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR EACH OF THE ABOVE NOMINEES AND PROPOSALS, AND WITH
RESPECT TO SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING AND ANY
POSTPONEMENTS OR ADJOURNMENTS THEREOF, AS THE SAID PROXY HOLDERS DEEM ADVISABLE.
__________________________________
(Shareholder Signature)

__________________________________
(Name typed or printed)


Date signed______________________________________________________________, 199

I plan to attend the meeting.
                          / /  YES                           / /  NO

Sign exactly as your name(s) appear(s) on your stock certificate.  A corporation
is requested to sign its name by its President or other duly authorized officer,
with the office held designated.  Executors, administrators, trustees, etc., are
requested to so indicate when signing.  If stock is registered in two names,
both should sign.

SHAREHOLDERS SHOULD MARK, SIGN AND DATE THIS PROXY PROMPTLY AND RETURN IT IN THE
ENCLOSED ENVELOPE.