<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:
    / /  Preliminary Proxy Statement
    / /  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
         14A-6(E)(2))
    /X/  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:
        ------------------------------------------------------------------------
/x/  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]

                           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
M
arch 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
P
roposal 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
P
roposal No. 2 -- Approval of Amendment to the 1989 Stock Option Plan*.....................................          21
Table 4 -- Amended Plan Benefits Table.....................................................................          22
P
roposal No. 3 -- Approval of Amendment to Bylaws*.........................................................          28
P
roposal No. 4 -- Ratification of Appointment of Independent Auditors*.....................................          29
Shareholder Proposals -- 1997 Annual Meeting...............................................................          29
1995 Annual Report.........................................................................................          29
Other Matters..............................................................................................          30
</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  9,136,767 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 Capital (a        1982
                                                    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,  CBR        1994
                                                    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.

John C. Dean                    48             (1)  President and Chief  Executive Officer  of the  Company and  the        1993
                                                    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 International,        1995
                                                    Inc. (an executive search firm) since 1989.
                                               (2)  Director,  Berkshire Realty Company, Inc., Boston, Massachusetts
                                                    since 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>
Clarence J. Ferrari, Jr.,       61             (1)  Founder and  Principal,  Ferrari, Alvarez,  Olsen  and  Ottoboni        1983
Esq.                                                (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  Systems        1994
                                                    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, California since        1994
                                                    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, Inc. (a        1986
                                                    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)               1.93%
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  and  the  Bank  are  as  set  forth  below.  There  are  no  family
relationships among directors or executive officers of the Company and the Bank.


<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 the
  Information Officer of the Company               Bank in September  1995. Prior  to joining  the Bank,  Mr.
  and the Bank                                     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 Bank
  of the Company and the 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.

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>


                                       6

<PAGE>
             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.

       -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

                                       7

<PAGE>
        $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.

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

                                       8

<PAGE>
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    CALIFORNIA INDEPENDENT BANK PROXY
<S>        <C>                       <C>        <C>                         <C>               <C>
1990                            100        100                         100               100                                100
1991                         136.54     130.47                      160.56            164.09                             102.21
1992                          86.24     140.41                      186.87            238.85                             102.73
1993                         105.84     154.56                      214.51            272.39                             126.54
1994                         141.12      156.6                      209.69            271.41                             134.24
1995                         250.88     215.46                       296.3            404.35                             185.47
</TABLE>


                                [CHART]

                                       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
                                                                                           ---------------------------------------
                                                            ANNUAL COMPENSATION                     AWARDS
                                                   --------------------------------------  ------------------------
                                                                                 OTHER                  SECURITIES
                                                                                 ANNUAL    RESTRICTED   UNDERLYING      PAYOUTS
                                                                                COMPEN-       STOCK      OPTIONS/    -------------
                                                   SALARY (1)      BONUS       SATION (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
                                          COMPEN-
                                        SATION (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.

                                       12

<PAGE>
 (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.

 (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
                                                                                                           VALUE AT ASSUMED
                                                NUMBER OF    PERCENT OF TOTAL                            ANNUAL RATE OF STOCK
                                               SECURITIES        OPTIONS/                                 PRICE APPRECIATION
                                               UNDERLYING     SARS GRANTED TO   EXERCISE OR              FOR OPTION TERM (3)
                                              OPTIONS/ 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.

                                       13

<PAGE>
    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.

       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 UNEXERCISED
                                            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 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).

                                       14

<PAGE>
    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.

    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

                                       15

<PAGE>
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 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

                                       16

<PAGE>
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              9 meetings in fiscal year 1995
  (BANK COMMITTEE)

    - 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,     519,000(4)        5.7%
Inc.
T. Rowe Price Small
 Cap Value Fund, Inc.
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 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.

                                       20

<PAGE>
(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  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."

 
                                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

                                       21

<PAGE>
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 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.

                                       22

<PAGE>
    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.

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.

                                       23

<PAGE>
    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 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.

                                       24

<PAGE>
        (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.

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

                                       25

<PAGE>
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.

    "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.

                                       26

<PAGE>
    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 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.

                                       27

<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.

                                       28

<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.

                                       29

<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

                                       30


<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.