<PAGE>
                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
           the Securities Exchange Act of 1934 (Amendment No.      )
 

<TABLE>
      <S>        <C>
      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 Section240.14a-11(c) or
                 Section240.14a-12
</TABLE>

 

<TABLE>
<S>                                                          <C>
                 SILICON VALLEY BANCSHARES
------------------------------------------------------------
      (Name of Registrant as Specified in its Charter)
 
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
                        Registrant)
</TABLE>

 
Payment of Filing Fee (Check the appropriate box):
 

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


<PAGE>
                        [SILICON VALLEY BANCSHARES LOGO]
 

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            THURSDAY, APRIL 19, 2001
                                   4:00 P.M.
 
                            ------------------------
 
TO THE STOCKHOLDERS:
 
    I am pleased to invite you to attend the 2001 Annual Meeting of Stockholders
of Silicon Valley Bancshares, which will be held at the Santa Clara Convention
Center, Great America Ballroom, 5001 Great America Parkway, Santa Clara,
California 95054, on Thursday, April 19, 2001, 4:00 p.m., local time. The
purposes of the meeting are to:
 
     1. Elect nine (9) Directors to serve for the ensuing year and until their
        successors are elected.
 
     2. Approve an amendment to the Company's Certificate of Incorporation to
        increase the number of shares of authorized Common Stock, $.001 par
        value per share, from 60,000,000 to 150,000,000.
 
     3. Approve an amendment to the Company's 1997 Equity Incentive Plan to
        reserve an additional 2,000,000 shares of common stock for issuance
        thereunder.
 
     4. Ratify the appointment of KPMG 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 stockholder attending the meeting may vote in person even if such
stockholder has previously returned a proxy card.
 
    Only stockholders of record on February 20, 2001 will be entitled to vote at
the meeting.
 
                                          BY ORDER OF THE BOARD OF DIRECTORS
 
                                          /s/ Daniel J. Kelleher
 
                                          Daniel J. Kelleher
                                          Chairman of the Board
 
Santa Clara, California
M
arch 16, 2001
 
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 NINE (9) NOMINEES FOR DIRECTORS, FOR THE APPROVAL OF THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION, FOR THE APPROVAL OF THE AMENDMENT TO THE COMPANY'S
1997 EQUITY INCENTIVE PLAN, AND FOR RATIFICATION OF THE SELECTION OF KPMG LLP AS
THE COMPANY'S INDEPENDENT AUDITORS.

<PAGE>
                       PROXY STATEMENT--TABLE OF CONTENTS
 
   

<TABLE>
<CAPTION>
MATTER                                                          PAGE
------                                                        --------
<S>                                                           <C>
Information Concerning the Proxy Solicitation...............      1
 

Proposal No. 1--Election of Directors*......................      3
 
Security Ownership of Directors and Executive Officers......      5
 
Information on Executive Officers...........................      6
 
Report of the Executive Committee of the Board on Executive
  Compensation..............................................      9
 
Return to Stockholders Performance Graph....................     13
 
Table 1--Summary Compensation...............................     14
 
Table 2--Option Grants in Last Fiscal Year..................     16
 
Table 3--Aggregated Option Exercises in Last Fiscal Year and
  Fiscal Year-End Option Values.............................     17
 
Termination Arrangements....................................     17
 
Board Committees and Meeting Attendance.....................     20
 
Report of the Audit and Finance Committee of the Board......     21
 
Audit Fees/Financial Information Systems Design and
  Implementation Fees/All Other Fees........................     22
 
Director Compensation.......................................     22
 
Security Ownership of Principal Stockholders................     25
 
Section 16(a) Beneficial Ownership Reporting Compliance.....     26
 
Certain Relationships and Related Transactions..............     26
 
Proposal No. 2--Approval of the Amendment to the Silicon
  Valley Bancshares Certificate of Incorporation*...........     27
 
Proposal No. 3--Approval of the Amendment to the Silicon
  Valley Bancshares 1997 Equity Incentive Plan*.............     29
 
Table 4--1997 Plan Benefits Table...........................     35
 
P
roposal No. 4--Ratification of Appointment of Independent
  Auditors*.................................................     36
 
Stockholder Proposals.......................................     36
 
2000 Annual Report..........................................     37
 
Other Matters...............................................     37
 
APPENDICES
------------------------------------------------------------
 
A--Charter of the Audit and Finance Committee of the
  Board.....................................................    A-1
 
B--Certificate of Incorporation of Silicon Valley
  Bancshares................................................    B-1
 
C--1997 Equity Incentive Plan...............................    C-1
</TABLE>

    
 
------------------------
 
*   Denotes items to be voted on at the Meeting

<PAGE>
               Mailed to Stockholders on or about March 16, 2001
 
                            ------------------------
 
                                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 Delaware corporation and financial holding company (the "Company")
for Silicon Valley Bank (the "Bank"), for use at the 2001 Annual Meeting of
Stockholders of the Company to be held in the Great America Ballroom at the
Santa Clara Convention Center, 5001 Great America Parkway, Santa Clara,
California 95054, ON THURSDAY, APRIL 19, 2001 AT 4:00 P.M., local time and at
all postponements or adjournments thereof (the "Meeting"). Only Stockholders of
record on February 20, 2001 (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 49,336,142 outstanding shares of its $.001
par value Common Stock (the "Common Stock").
 
    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
 
    Stockholders of the Company's Common Stock are entitled to one vote for each
share held, except that in the election of directors, each stockholder has the
right to invoke cumulative voting, which entitles each stockholder to as many
votes as shall equal the number of shares held by such stockholder multiplied by
the number of directors to be elected. A stockholder may cast all of 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 stockholder 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 stockholder) for a candidate unless such
candidate's or candidates' names have been properly placed in nomination prior
to the voting in accordance with Section 6 of the Certificate of Incorporation
of the Company and the stockholder (or any other stockholder) has given notice
at the meeting prior to the voting of the stockholder's intention to cumulate
votes. If any stockholder has given such notice, all Stockholders may cumulate
their votes for candidates properly placed in nomination. If cumulative voting
is properly invoked, 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 as they see fit among management's nominees in order to
assure the election of as many of such nominees as possible.
 
    Article Two 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 stockholder 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 no later than the close of business on the
sixtieth (60th) day nor earlier than the close of business on the ninetieth
(90th) day prior to the meeting; provided, however, that in the event that less
than sixty-five (65) days notice of the meeting is given to Stockholders, notice
by the stockholder to be timely must be so delivered not later than the close of
business on the seventh (7th) day following the date of mailing notice of the
meeting to
 
                                       1

<PAGE>
stockholders. Such notification shall contain the following information to the
extent known to the notifying stockholder: (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 stockholder; and
(e) the number of shares of Common Stock of the Company owned by the notifying
stockholder. 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 Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining the presence or absence of a
quorum for the transaction of business, but should not be counted as Votes Cast
with respect to a proposal, since the stockholder has expressly declined to vote
on such proposal. In the absence of controlling precedent to the contrary, the
Company intends to treat abstentions in this manner.
 
    Similarly, 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.
 
    Accordingly, abstentions and broker non-votes will not affect the outcome of
the voting on a proposal that requires a majority of the Votes Cast (such as
approval of the amendment to the Certificate of Incorporation and the amendment
to the 1997 Equity Incentive Plan).
 
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 use. 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 or to
the Company's transfer agent. Such Proxy is also automatically revoked if the
stockholder 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 stockholders. 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 Company's nominees to the
Board of Directors, "FOR" approval of the amendment to the Company's Certificate
of Incorporation, "FOR" approval of the amendment to the Company's 1997 Equity
Incentive Plan, "FOR" ratification of the appointment of KPMG 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 eight (8) to
fifteen (15) directors and permit the exact number to be fixed by the Board of
Directors. Effective as of April 19, 2001, the Board of Directors has fixed the
exact number of directors at nine (9).
 
NOMINEES FOR DIRECTOR
 
    All Proxies will be voted "FOR" the election of the following nine
(9) nominees recommended by the Board of Directors, unless authority to vote for
the election of directors (or for any particular nominee) is withheld. All of
the nominees have served as directors of the Company since the last Annual
Meeting of Stockholders, except for Alex W. Hart and Michaela K. Rodeno. All
incumbent directors are nominees for re-election to the Board, except David M.
deWilde, who is not standing for re-election. 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
stockholders 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 NOMINEE           AGE           (2)   OTHER BUSINESS AFFILIATIONS AND PUBLIC COMPANY DIRECTORSHIPS   SINCE
------------------------------   --------   --------   ------------------------------------------------------------  --------
<S>                              <C>        <C>        <C>                                                           <C>
Gary K. Barr..................      56           (1)   Chief Executive Officer, Pacific Coast Capital (a real          1982
                                                       estate investment and management company), Carbondale,
                                                       Colorado since August 1992.
                                                 (2)   Chief Executive Officer, Sports Participant Network (an
                                                       internet services company), since February 1999.
James F. Burns, Jr............      63           (1)   Trustee of CBR Liquidating Trust since October 1996, and        1994
                                                       formerly, Executive Vice President and Chief Financial
                                                       Officer, CBR Information Group (a credit and mortgage
                                                       reporting company), Houston, Texas from September 1993 to
                                                       October 1996.
                                                 (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. Founder and Member of Board of Directors of
                                                       Bank First (a New Mexico chartered state bank), Albuquerque,
                                                       New Mexico, since November 1997.
John C. Dean..................      53           (1)   President and Chief Executive Officer of the Company since      1993
                                                       April 1993. From April 1993 to May 1999, he served as
                                                       President of the Bank. From April 1993 to January 2000, he
                                                       served as Chief Executive Officer of the Bank. He was
                                                       appointed Chair of the Board of the Bank in May 1999. Also,
                                                       see "Information on Executive Officers" below.
                                                 (2)   Advisory Member of Board of Directors, American Central Gas
                                                       Companies, Inc., Tulsa, Oklahoma since August 1994. Advisory
                                                       Member of Board of Directors of Institutional Venture
                                                       Partners, Menlo Park, California, since January 2000. Member
                                                       of Board of Directors of garage.com-TM-, Palo Alto,
                                                       California since December 1997. Advisory Member of Board of
                                                       Directors, grassroots.com, San Bruno, California since
                                                       December 1999. Advisory Member of Board of Directors of
                                                       startups.com, Palo Alto, California since January 1999.
                                                       Member of Board of Directors, United Overseas Bank,
                                                       Singapore since February 2000. Advisory Member of Board of
                                                       Directors of Leapfrog Ventures, LLC, Menlo Park, California
                                                       since May 2000. Advisory Member of Board of Directors of
                                                       Advanced Technology Ventures, LLC, Palo Alto, California
                                                       since January 2000. Advisory Member of Board of Directors of
                                                       ETF Group, Switzerland since May 2000. Advisory Member of
                                                       Board of Directors of Authosis, Inc., San Jose, California
                                                       since November 2000.
</TABLE>

    
 
                                       3

<PAGE>
   

<TABLE>
<CAPTION>
                                                 (1)   PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME OF DIRECTOR                            --------   ----------------------------------                            DIRECTOR
NOMINEE (CONTINUED)                AGE           (2)   OTHER BUSINESS AFFILIATIONS AND PUBLIC COMPANY DIRECTORSHIPS   SINCE
------------------------------   --------   --------   ------------------------------------------------------------  --------
<S>                              <C>        <C>        <C>                                                           <C>
Alex W. Hart..................      60           (1)   Independent consultant to the financial services industry        --
                                                       since November 1997. Chief Executive Officer of Advanta
                                                       Corporation (a diversified financial services company),
                                                       Spring House, Pennsylvania, from August 1995 to November
                                                       1997. Executive Vice Chairman of Advanta Corporation from
                                                       March 1994 to August 1996.
                                                 (2)   Member of Board of Directors of HNC Software, Inc. (a
                                                       predictive software solutions company), San Diego,
                                                       California. Member of Board of Directors of Global Payments,
                                                       Inc. (a payment services company), Atlanta, Georgia. Member
                                                       of Board of Directors of Sanchez Computer Associates (a
                                                       banking software company), Malvern, Pennsylvania.
Stephen E. Jackson............      55           (1)   President and Chief Executive Officer, American Central Gas     1998
                                                       Companies, Inc. (a gas pipeline company), Tulsa, Oklahoma
                                                       since April 1996.
                                                 (2)   Founder, President and Chief Executive Officer, American
                                                       Land Development Company (a developer of residential
                                                       homesites), Tulsa, Oklahoma since 1988. President, eLynx
                                                       Technologies, Inc. (a company which provides real time data
                                                       collection, production reporting, trending, monitoring and
                                                       control via the internet for the oil and gas industry) since
                                                       July 2000.
Daniel J. Kelleher(1).........      58           (1)   Private Investor.                                               1986
James R. Porter...............      65           (1)   Chairman, Firstwave Technologies (a software company) since     1994
                                                       April 1999.
                                                 (2)   Chairman, CCI/Triad (a computer services company) from
                                                       February 1997 to May 1999. President, Chief Executive
                                                       Officer and Director, Triad Systems Corporation (a computer
                                                       software company), Livermore, California from September 1985
                                                       to February 1997. Member of Board of Directors, Firstwave
                                                       Technologies, Atlanta, Georgia since April 1993. Member of
                                                       Board of Directors, Cellular Technical Services (a cellular
                                                       device company), Seattle, Washington since July 1997. Member
                                                       of Board of Directors of CCI/Triad, Austin, Texas since
                                                       February 1997. Member of Board of Directors of Cardone
                                                       Industries (a manufacturing company), Philadelphia,
                                                       Pennsylvania since 1998. Member of Board of Regents of
                                                       Pepperdine University since 1993.
Michaela K. Rodeno............      54           (1)   Chief Executive Officer of Skalli Corporation, doing             --
                                                       business as St. Supery Vineyards and Winery, Rutherford,
                                                       California since November 1988.
Kenneth P. Wilcox                   52           (1)   President of the Bank since May 1999 and Chief Executive        2000
                                                       Officer of the Bank since January 2000. Also, see
                                                       "Information on Executive Officers" below.
</TABLE>

    
 
------------------------------
(1)  Chair of the Company Board.
 
    From April 15, 1999 through April 19, 2001, Clarence J. Ferrari, Jr., Esq.
served as an advisory (non-voting) member of the Company Board and the Bank
Board. Since January 2001, Mr. Hart, as well as Roger Dunbar, Global Vice Chair
of Ernst & Young LLP, have served as an advisory members of the Company Board
and the Bank Board. In addition, Ms. Rodeno has served as an advisory member of
the Company Board and the Bank Board since February 2001. Advisory members of
the Company and Bank Board are not elected by the stockholders and have no
voting authority.
 
VOTE REQUIRED
 
    The nine (9) nominees for director 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 Delaware 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...........................................          111,375(a)                0.22%
James F. Burns, Jr.....................................           73,219(b)                0.15%
John C. Dean *.........................................          674,637(c),(j)            1.35%
David M. deWilde.......................................           70,571(b)                0.14%
Stephen E. Jackson.....................................          132,755(d)                0.26%
Daniel J. Kelleher.....................................          250,439(e)                0.50%
James R. Porter........................................           66,875(a)                0.13%
Kenneth P. Wilcox......................................          175,623(f),(k)            0.35%
 
EXECUTIVE OFFICERS**
L. Blake Baldwin.......................................          106,592(g),(l)            0.21%
John C. Dean...........................................      (See listing above under "Directors")
Harry W. Kellogg, Jr...................................          247,702(h),(m)            0.49%
Marc J. Verissimo......................................          111,471(i),(n)            0.22%
Kenneth P. Wilcox......................................      (See listing above under "Directors")
All current directors and executive officers as a group
  (17 persons).........................................        2,480,796***                4.95%
</TABLE>

    
 
------------------------
 
    Share numbers shown in the table include (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
retirement plans:
 

<TABLE>
<S>   <C>                <C>     <C>
(1)                      (2)
                            (j)
(a)   39,375 shares              194,426 shares
                            (k)
(b)   36,375 shares               29,315 shares
                            (l)
(c)   51,520 shares               30,127 shares
                            (m)
(d)   16,555 shares               44,111 shares
                            (n)
(e)   33,375 shares               11,219 shares
(f)   97,500 shares
(g)   76,000 shares
(h)   77,500 shares
(i)   65,000 shares
</TABLE>

 
------------------------
 
*   Share ownership shown does not include 14,000 shares held by Mr. Dean's
    youngest daughter, for which shares Mr. Dean disclaims beneficial ownership.
    Ms. Dean is a graduate student living in Mr. Dean's household on a full time
    basis. Ms. Dean has sole voting and investment power of these shares.
 
**  Ownership shown includes dispositive share equivalents beneficially owned by
    executive officers under the Company's employee retirement plans. Actual
    voting shares will be slightly less due to cash liquidity in such retirement
    plans. The difference between dispositive share equivalents and actual
    voting shares is not deemed material.
 
*** Includes (i) 818,328 shares subject to options where the options are
    exercisable within 60 days after the Record Date and (ii) 355,149 shares
    held for the benefit of current executive officers under the Company's
    employee retirement plans.
 
                                       5

<PAGE>
                      INFORMATION ON EXECUTIVE OFFICERS(1)
 
    The positions and ages as of the Record Date of the executive officers of
the Company are as set forth below. There are no family relationships among
directors or executive officers of the Company.
 
   

<TABLE>
<CAPTION>
                                                                                                 EMPLOYEE
NAME AND POSITION                  AGE                      BUSINESS EXPERIENCE                   SINCE
-----------------                --------                   -------------------                  --------
<S>                              <C>        <C>                                                  <C>
JOHN C. DEAN                        53      Prior to joining the Company and the Bank in April     1993
  President, Chief Executive                1993, Mr. Dean served as President and Chief
  Officer and Director of the               Executive Officer of Pacific First Bank, a $6.5
  Company, and Director of the              billion federal savings bank headquartered in
  Bank                                      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.
 
L. BLAKE BALDWIN                    49      Mr. Baldwin joined the Bank in July 1988 as Vice       1988
  Manager of the Bank's                     President of the Bank's Real Estate Division. Mr.
  Organizational and Cultural               Baldwin was promoted to Division Manager of the
  Development Group                         Real Estate Group in December 1992. In March 1996,
                                            Mr. Baldwin was appointed Manager of the Bank's
                                            Special Industries Group. In September 1998, Mr.
                                            Baldwin was appointed Manager of the Human
                                            Resources Group. From November 1998 to November
                                            2000, Mr. Baldwin served as Manager of the Client
                                            and Corporate Resources Group. In November 2000,
                                            Mr. Baldwin was appointed Manager of the Bank's
                                            Organizational and Cultural Development Group.
 
DAVID B. FISCHER                    40      Mr. Fischer joined the Bank in May 1990 as an          1990
  Manager of the Bank's                     Assistant Vice President in the Bank's Boston
  Regional Banking Group                    office. Mr. Fischer held increasingly responsible
                                            positions with the Bank from March 1995 to
                                            September 1998, when he was appointed Manager of
                                            the East Coast Division. In November 2000, Mr.
                                            Fischer was appointed Manager of the Bank's
                                            Regional Banking Group.
 
TERESA HELLER                       44      Ms. Heller joined the Bank in November 1997 as         1997
  Manager of the Bank's                     Manager of the Semiconductor Industry Practice. Ms.
  Northern California Banking               Heller served as Manager of the Software Industry
  Group                                     Practice from August 1998 to December 1999. In
                                            December 1999, Ms. Heller was promoted to Manager
                                            of the Northern California Banking Group. Prior to
                                            joining Silicon Valley Bank in 1997, Ms. Heller was
                                            a director of the Bank of Boston in Palo Alto,
                                            California from September 1996 to October 1997. She
                                            also served from October 1985 to August 1996 as a
                                            Senior Vice President and Manager for First
                                            Interstate Bank/Wells Fargo Bank.
</TABLE>

    
 
------------------------
 
(1)  Executive Officers include members of the Bank's Steering Committee and any
     other officer who performs a policy-making function for the Company within
    the meaning of the Securities and Exchange Commission's rules.
 
                                       6

<PAGE>
 
   

<TABLE>
<CAPTION>
                                                                                                 EMPLOYEE
NAME AND POSITION                  AGE                      BUSINESS EXPERIENCE                   SINCE
-----------------                --------                   -------------------                  --------
<S>                              <C>        <C>                                                  <C>
DAVID A. JONES                      43      Mr. Jones joined the Bank in August 1997 as Chief      1997
  Chief Credit Officer of the               Credit Officer. Prior to joining the Bank, Mr.
  Bank                                      Jones served as Senior Vice President of Wells
                                            Fargo Bank in Portland, Oregon from April 1996 to
                                            August 1997. From January 1982 to April 1996, Mr.
                                            Jones was a Senior Vice President with First
                                            Interstate Bank in Oklahoma, Texas, and Oregon.
 
HARRY W. KELLOGG, JR.               57      Mr. Kellogg joined the Bank in October 1986 as         1986
  Manager of the Bank's                     Senior Vice President of the Bank's Technology
  Strategic Initiatives Group               Division. Mr. Kellogg served as Chief Marketing
  and Director of the Bank                  Officer from September 1993 to April 1994 (when he
                                            left the Bank for ten months, during which time, he
                                            served as Executive Vice President for the Emerging
                                            Growth Industries Division of Cupertino Bank). Mr.
                                            Kellogg returned to the Bank in February 1995 as
                                            Chief Marketing Officer. From December 1997 to
                                            November 1998, he served as the Manager of the
                                            Bank's Products and Services Group. Mr. Kellogg was
                                            appointed Manager of the Bank's Strategic
                                            Initiatives Group in November 1998, and as Vice
                                            Chairman of the Board of the Bank in May 1999.
 
CHRISTOPHER T. LUTES                33      Mr. Lutes joined the Bank's Treasury Department in     1994
  Chief Financial Officer of                November 1994 as a Senior Treasury Analyst. In June
  the Company and the Bank                  1995, he was named Controller. Mr. Lutes was
                                            appointed Chief Financial Officer in May 1998.
                                            Prior to joining the Bank, Mr. Lutes served in
                                            various positions within the Finance Department of
                                            Household Credit Services, a banking services
                                            company, in Salinas, California from March 1993 to
                                            November 1994. Prior to that he served as an
                                            auditor with Coopers & Lybrand LLP in Phoenix,
                                            Arizona.
 
A. CATHERINE NGO                    40      Ms. Ngo joined the Bank in April 1993 as Corporate     1993
  General Counsel of the                    Counsel and was appointed Manager of the Legal
  Company and the Bank, and                 Department in November 1993. In September 1996, Ms.
  Manager of the Bank's Legal               Ngo was named General Counsel of the Company and
  and Loan Services Group                   Bank, and thereafter, assumed responsibility for
                                            the Regulatory and Audit Division, and the Loan
                                            Services Division. Prior to joining the Bank, Ms.
                                            Ngo served as a senior associate for Hopkins &
                                            Carley, a law corporation, from June 1989 to April
                                            1993.
 
MARC J. VERISSIMO                   45      Mr. Verissimo joined the Bank in May 1993 as Team      1993
  Manager of the Risk                       Leader in the Northern California Technology
  Management Group of the                   Division. Mr. Verissimo was named Manager of the
  Company and the Bank                      Silicon Valley Lending Division in September 1993.
                                            Mr. Verissimo served as Manager of the Bank's
                                            Corporate Finance Group from January 2000 to
                                            November 2000. In November 2000, Mr. Verissimo was
                                            appointed Manager of the Risk Management Group.
</TABLE>

    
 
                                       7

<PAGE>
 

<TABLE>
<CAPTION>
                                                                                                 EMPLOYEE
NAME AND POSITION                  AGE                      BUSINESS EXPERIENCE                   SINCE
-----------------                --------                   -------------------                  --------
<S>                              <C>        <C>                                                  <C>
TIM WATERSON                        45      Mr. Waterson joined the Bank in October 1994 as        1994
  Manager of the Bank's                     Team Leader in the Northern California Technology
  Products and Services Group               Division. In June 1996, Mr. Waterson was named
                                            Manager of the Software Industry Practice. In
                                            October 1998, Mr. Waterson was appointed Manager of
                                            the Bank's Southwest Division. In January 2000, Mr.
                                            Waterson was appointed Manager of the Bank's
                                            Products and Services Group. Prior to joining the
                                            Bank, Mr. Waterson managed commercial lending
                                            regions for both Bank of America and Citicorp. He
                                            was also a section manager of Bank of America's
                                            High Technology Division.
 
KENNETH P. WILCOX                   52      Mr. Wilcox joined the Bank in April 1990 as            1990
  President, Chief Executive                Regional Vice President of the Bank's East Coast
  Officer and Director of the               Technology Group. Prior to becoming Executive Vice
  Bank, and Director of the                 President and Manager of the East Coast Technology
  Company                                   Group in November 1995, Mr. Wilcox held
                                            increasingly responsible positions with the Bank
                                            (having served as Manager of the East Coast
                                            Technology Group since June 1993). Mr. Wilcox was
                                            appointed Chief Banking Officer in December 1997.
                                            Mr. Wilcox was named President and Chief Operating
                                            Officer of the Bank in May 1999 and was appointed
                                            Chief Executive Officer of the Bank in January
                                            2000.
</TABLE>

 
                                       8

<PAGE>
                 REPORT OF THE EXECUTIVE COMMITTEE OF THE BOARD
                           ON EXECUTIVE COMPENSATION
 
    THE REPORT OF THE EXECUTIVE COMMITTEE (THE "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
Executive Committee (the "Committee"), currently composed of Mr. Kelleher,
Chair, and Directors Burns, Dean, Porter and Wilcox. Since the Committee is
responsible for setting the Company and the Bank's Chief Executive Officers'
compensation (subject to approval by the full Board), Mr. Dean and Mr. Wilcox
refrain from participating in any discussions of the Committee relating to their
respective performance or compensation. During 2000, the Board of Directors did
not modify or reject in any material way any action or recommendation by the
Committee.
 
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 relative to those found in other financial
         institutions of comparable asset 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 base compensation (excluding incentive
         compensation) in the 60th to 75th percentile range of market salaries
         which are established through research of comparable positions in
         related industries in the marketplace. Jobs are benchmarked to similar
         jobs in the marketplace and then grouped by grade level bands. For each
         grade level band, there is a lower, middle and upper third salary
         range, and also a target cash incentive compensation award range, based
         on performance. An executive's actual base compensation within a grade
         level band depends on the executive's proficiency level for the
         particular position.
 
       - The Committee strives to reward performance that creates value for the
         Company's stockholders.
 
    -  TIE INCENTIVE COMPENSATION TO COMPANY FINANCIAL PERFORMANCE
 
       - Total incentive compensation (the "incentive compensation pool") paid
         to the Company's officers under the 2000 incentive compensation
         program, as in the prior year, was calculated using a customized
         version of a financial model called Economic Value
         Added-Registered Trademark-, or EVA-Registered Trademark-(1). The
         Committee believes that EVA-Registered Trademark- is a more accurate
         measure of true economic profit than net income, as it takes into
         account how effectively capital is being used to produce the profit.
 
------------------------
 
(1)  EVA-Registered Trademark- is a registered trademark of Stern Stewart & Co.
 
                                       9

<PAGE>
         By using EVA-Registered Trademark- to calculate the incentive
         compensation pool, the Company rewards sustained, continuous
         improvement in the Company's financial performance, as the incentive
         compensation pool increases with improvement in the Company's
         performance from the prior year to the then-current year.
 
       - Once the amount in the incentive compensation pool was determined
         (based on the Company's 2000 EVA-Registered Trademark- performance),
         the Company allocated such amount among eligible officers in the
         Company. The method for allocation involved:
 
           (1) determining a "target" incentive amount, tied to officer level in
               the Company,
 
           (2) determining any additional "discretionary" amount that should be
               paid to each officer, and
 
           (3) ensuring on a Company-wide basis, that the aggregate of all
               bonuses paid to eligible officers does not exceed the incentive
               compensation pool amount.
 
       - Individual performance is based on attainment of goals set at the
         beginning of the year. Generally, the goals of officers in the Company
         are tied to their respective divisions' results, including generation
         of income (for the lending divisions) and client service levels (for
         the support divisions).
 
2000 MARKET SURVEYS
 
    -  EXECUTIVE OFFICERS
 
       - An independent compensation consultant (iQuantic Inc.) completed a
         review of the Company's executive compensation in July 2000. In
         reviewing the 2000 base salary program, the compensation consultant
         reviewed compensation data from various data sources covering the
         financial services industry. Included among the data sources were the
         "2000 Executive Compensation Database--Financial Service Industry, 2000
         U.S. Commercial Banks Report" from Towers Perrin, the "2000 McLagan
         Partners, Inc. Compensation Survey", and the "2000 Radford Executive
         Compensation Report." The competitive market data was updated to
         reflect projected December, 31 2000 compensation levels, assuming a
         5.6% annualized increase for base salary (as reported in the "1999/2000
         ACA Salary Budget Survey"). The compensation consultant "matched"
         specific Bank officers as closely as possible with officers from the
         data sources with similar functional responsibilities. Also, where
         possible, the compensation consultant "matched" Bank officers with
         their counterparts in institutions of similar asset size (as the Bank)
         and institutions located in the same geographic area as the Bank's. The
         compensation consultant concluded that the annual base compensation for
         executive officers Kellogg, Verissimo and Wilcox was significantly
         below that for related positions included in the surveyed job
         descriptions. Based on this information, base salaries for these
         individuals were increased to $275,000, $225,000, and $350,000,
         respectively, effective July 1, 2000.
 
    -  CHIEF EXECUTIVE OFFICER OF THE COMPANY
 
   
       - The July 2000 compensation consultant review (described above in "2000
         Market Surveys--Executive Officers") included data on chief executive
         officer compensation. The compensation consultant concluded that
         Mr. Dean's target cash compensation for 2000 was competitive with that
         of chief executive officers included in the competitive market data.
    
 
                                       10

<PAGE>
INCENTIVE COMPENSATION PAID BASED ON 2000 COMPANY PERFORMANCE
 
    -  ACTUAL INCENTIVE COMPENSATION PAYMENTS
 
       -  EXECUTIVE OFFICERS. In allocating the incentive compensation pool
          among eligible officers in the Company, the Committee reviewed the
          Company's consolidated EVA-Registered Trademark- results, as well as
          actual performance for such officers in 2000. As to Messrs. Baldwin,
          Kellogg, and Verissimo, the Committee reviewed their respective
          divisions' financial performance, as well as other significant
          contributions made by their divisions (such as development of new
          financial products, implementation of risk management programs, or
          expansion into other geographic regions). In regard to setting
          Mr. Wilcox's cash incentive amount, the Committee considered the
          Bank's strong financial performance in 2000 (exceeding target goals
          set in the first quarter of 2000).
 
       -  CHIEF EXECUTIVE OFFICER OF THE COMPANY. In determining Mr. Dean's 2000
          cash incentive compensation, the Committee reviewed his actual
          performance in 2000 in comparison to his performance plan set in the
          first quarter of 2000. The Committee reviewed the Company's strong
          financial performance in 2000 (exceeding target goals set in the first
          quarter of 2000), in setting Mr. Dean's incentive compensation.
 
    -  RETENTION PROGRAMS
 
       -  EXECUTIVE OFFICERS. In addition to cash incentive payments made to
          executive officers for 2000 performance, in the first quarter of 2001,
          the Company allocated interests in the Company's 2001 retention
          program to certain executive officers. Under the 2001 retention
          program, the Company allocates interests in future distributions from
          funds managed by Company affiliates, as well as the Company's
          investments in selected venture capital funds, and in warrant income
          the Company realizes from the exercise and sale of all warrants taken
          in 2000. Specifically, the 2001 retention program allocates interests
          in distributions from 20% of the selected commitments under the
          Company's venture capital investment program ($2,000,000 in the
          aggregate), 20% of the Company's limited partnership interest in the
          SVB Strategic Investors Fund (a fund established by the Company
          comprised of investments in venture capital funds) ($3,000,000 in the
          aggregate), and 8% of all income the Company realizes from the
          exercise and sale of warrants taken in 2000. In short, the interests
          to be allocated are derived from 20% of the distributions received by
          the Company in selected venture capital fund investments and the
          Company's investment in the SVB Strategic Investors Fund, and 8% of
          income realized from warrants taken in 2000. Under this program, the
          Company granted executive officers the following interests:
          Mr. Wilcox, a $225,000 interest; Mr. Kellogg, a $150,000 interest;
          Mr. Verissimo, an $80,000 interest; and Mr. Baldwin, a $60,000
          interest.
 
           The executive officers' interests are not in the underlying funds
           themselves, but rather, in future distributions to the Company from
           such funds. The Company's original investment in the subject funds
           (the distributions from which the executive officers have an
           interest) generally have been made in the last couple of years.
           Accordingly, and given historical data (for example, where
           distributions from the venture capital funds typically are made in
           the fifth to tenth years after origination of the funds), the
           Committee views the retention program as a long-term retention
           program for executives. The 2001 retention program is the fourth such
           annual retention program for the Company, where the underlying
           benefits are tied to performance of venture capital funds and
           portfolio companies. Together with other compensation benefits that
           vest over a stated period of time (such as Company stock options),
           the Committee believes the retention programs serve to retain key
           executives, while at the same time serve to provide some
           diversification to executives' investment portfolios.
 
                                       11

<PAGE>
       -  CHIEF EXECUTIVE OFFICER OF THE COMPANY. In the first quarter of 2001,
          the Company allocated to Mr. Dean a $225,000 interest in the Company's
          2001 retention program described above.
 
    -  EMPLOYEE STOCK OWNERSHIP PLAN
 
       - The Company also made payments to employees under its employee
         retirement plans, including to executive officers. See discussion in
         "Retirement Plans" below regarding payments to executives under the
         Company's qualified defined contribution plans.
 
TAX CONSEQUENCES
 
    To the extent determinable and as one of the factors in its consideration of
compensation matters, the Committee considers the anticipated tax treatment to
the Company and to the executives of various payments and benefits. The
Committee will consider various alternatives to preserving the deductibility of
compensation payments (in particular, pursuant to Section 162(m) of the Internal
Revenue Code) to the extent reasonably practicable and to the extent consistent
with its other compensation objectives. The Committee adopted limitations on the
number of shares that may be subject to awards granted under the 1997 Equity
Incentive Plan during any one calendar year to an individual so that
compensation derived from stock options granted under such plans would qualify
as "performance-based" compensation within the meaning of Section 162(m) and
would therefore be deductible by the Company without regard to the $1 million
limitation.
 
                              EXECUTIVE COMMITTEE
                           DANIEL J. KELLEHER, CHAIR
                              JAMES F. BURNS, JR.
                                  JOHN C. DEAN
                                JAMES R. PORTER
                               KENNETH P. WILCOX
 
EXECUTIVE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    In 2000, the Executive Committee performed all compensation functions of the
Board of Directors, including administration of the Company's stock-based
employee benefit plans. (See discussion below under "Board Committees and
Meeting Attendance" for additional information on the Executive Committee.) The
Executive Committee is currently chaired by Mr. Daniel J. Kelleher, with
Directors Burns, Dean, Porter, and Wilcox serving as members. With the exception
of Mr. Dean and Mr. Wilcox, none of the aforementioned persons has ever been an
officer or employee of the Company or the Bank. Mr. Dean and Mr. Wilcox refrain
from participating in any Committee discussions related to their respective
performance or compensation.
 
                                       12

<PAGE>
                    RETURN TO STOCKHOLDERS PERFORMANCE GRAPH
 
    The following graph compares, for the period from December 31, 1995 through
December 31, 2000, the cumulative total stockholder return on the Common Stock
of the Company with (i) the cumulative total return of the Standard and Poor's
500 ("S&P 500") market index, (ii) the cumulative total return of the Nasdaq
Stock Market-U.S. index, and (iii) the cumulative total return of the Nasdaq
Banks 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, THE S&P 500 INDEX, THE NASDAQ STOCK MARKET (U.S.) INDEX
                           AND THE NASDAQ BANK INDEX
    
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 

<TABLE>
<CAPTION>
                            1995   1996    1997    1998    1999    2000
<S>                         <C>   <C>     <C>     <C>     <C>     <C>
Silicon Valley Bancshares    100  134.38  234.38  141.93   412.5  576.05
S&P 500                      100  122.96  163.98  210.84  255.22  231.98
Nasdaq Stock Market - U.S.   100  123.04  150.69  212.51  394.92  237.62
Nasdaq Banks                 100  132.04  221.06  219.64  211.14  241.08
</TABLE>

 
        * $100 INVESTED ON 12/31/95 IN STOCK OR INDEX-
        INCLUDING REINVESTMENT OF DIVIDENDS.
        FISCAL YEAR ENDING DECEMBER 31.
 

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                              ---------------------------------------------------------------
                                                1995       1996       1997       1998       1999       2000
                                              --------   --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>        <C>
Silicon Valley Bancshares...................   100.00     134.38     234.38     141.93     412.50     576.05
S&P 500.....................................   100.00     122.96     163.98     210.84     255.22     231.98
Nasdaq Stock Market -- U.S..................   100.00     123.04     150.69     212.51     394.92     237.62
Nasdaq Banks................................   100.00     132.04     221.06     219.64     211.14     241.08
</TABLE>

 
                                       13

<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 four other most highly compensated executive officers of the
Company and of the Bank ("Named Officers") (based on salary plus bonus for
2000):
   

<TABLE>
<CAPTION>
                                                                                     LONG-TERM COMPENSATION
                                                                                     -----------------------
                                                                                             AWARDS
                                                     ANNUAL COMPENSATION             -----------------------
                                           ---------------------------------------   RESTRICTED   SECURITIES
                                                                    OTHER ANNUAL       STOCK      UNDERLYING
                                           SALARY(1)   BONUS(1)   COMPENSATION(2)    AWARDS(3)    OPTIONS(4)
NAME AND PRINCIPAL POSITION       YEAR        ($)        ($)            ($)             ($)          (#)
---------------------------     --------   ---------   --------   ----------------   ----------   ----------
<S>                             <C>        <C>         <C>        <C>                <C>          <C>
L. BLAKE BALDWIN                  2000     $182,500    $125,000       $     --        $ 50,532      10,000
  Manager of Bank's               1999     $157,500    $170,000       $     --        $     --      25,000
  Organizational and Cultural     1998     $145,000    $     --       $     --        $     --          --
  Development Group
 
JOHN C. DEAN                      2000     $400,008    $325,000       $     --        $     --          --
  President and Chief
    Executive                     1999     $374,997    $345,000       $     --        $125,620          --
  Officer of the Company          1998     $349,992    $     --       $     --        $     --          --
 
HARRY W. KELLOGG, JR.             2000     $262,503    $250,000       $     --        $137,190      12,500
  Manager of Bank's Strategic     1999     $202,500    $225,000       $     --        $     --      30,000
  Initiatives Group               1998     $170,000    $     --       $     --        $     --          --
 
MARC J. VERISSIMO                 2000     $202,500    $150,000       $ 12,500        $ 67,376      20,000
  Manager of Risk Management      1999     $157,500    $170,000       $     --        $     --      20,000
  Group                           1998     $145,000    $     --       $     --        $     --          --
 
KENNETH P. WILCOX                 2000     $325,000    $325,000       $ 44,750        $274,380      15,000
  President and Chief
    Executive                     1999     $215,002    $285,000       $ 47,750        $     --      30,000
  Officer of the Bank             1998     $170,000    $     --       $135,052        $     --          --
 
<CAPTION>
                                  LONG-TERM COMPENSATION
                                ---------------------------
                                          PAYOUTS
                                ---------------------------
 
                                  LTIP        ALL OTHER
                                PAYOUTS    COMPENSATION(5)
NAME AND PRINCIPAL POSITION       ($)            ($)
---------------------------     --------   ----------------
<S>                             <C>        <C>
L. BLAKE BALDWIN                    --        $  403,441
  Manager of Bank's                 --        $   44,442
  Organizational and Cultural       --        $   11,000
  Development Group
JOHN C. DEAN                        --        $1,551,879
  President and Chief
    Executive                       --        $   98,764
  Officer of the Company            --        $   19,292
HARRY W. KELLOGG, JR.               --        $  732,084
  Manager of Bank's Strategic       --        $   58,266
  Initiatives Group                 --        $   13,631
MARC J. VERISSIMO                   --        $  403,441
  Manager of Risk Management        --        $   43,281
  Group                             --        $   10,529
KENNETH P. WILCOX                             $  770,087
  President and Chief
    Executive                       --        $   58,555
  Officer of the Bank               --        $   13,534
</TABLE>

    
 
------------------------------
 
(1)  Includes amounts deferred at the election of the executive officer.
 
(2)  Amounts in this column represent (a) relocation costs incurred by the
     executive officer and reimbursed by the Bank, as well as (b) premiums for
    supplemental long-term disability coverage provided 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. Amount reflected for Mr. Wilcox in 1998 represents relocation
    costs in the amount of $84,302, as well as $50,750 for uncharged interest by
    the Company in connection with two interest-free relocation loans made by
    the Company to Mr. Wilcox (see discussion in "Certain Relations and Related
    Transactions"). Amounts reflected for Mr. Wilcox in 1999 and 2000 represents
    $47,750 and $44,750, respectively, for uncharged interest by the Company in
    connection with such loans. Amount reflected for Mr. Verissimo in 2000
    represents $12,500 for uncharged interest by the Company in connection with
    an interest-free loan by the Company (see discussion in "Certain Relations
    and Related Transactions"). The uncharged interest for Mr. Wilcox and Mr.
    Verissimo's loans was calculated by assuming an interest rate of 6.00%.
 
   
(3)  As of December 31, 2000 the following officers held unvested restricted
     shares of the Company's Common Stock: Mr. Baldwin held 7,500 unvested
    restricted shares (1,500 granted on October 19, 2000, which will cliff vest
    on October 19, 2003; and 6,000 granted on April 18, 1996, which will vest on
    April 17, 2001). Mr. Kellogg held 5,000 unvested restricted shares (2,500
    granted on April 20, 2000, which will vest in increments of 20%, 30% and 50%
    on April 20, 2002, 2003 and 2004, respectively; and 2,500 granted on October
    18, 2000, which will cliff vest on October 18, 2003). Mr. Verissimo held
    8,000 unvested restricted shares (2,000 granted on October 19, 2000, which
    will cliff vest on October 19, 2003; and 6,000 granted on April 18, 1996,
    which will cliff vest on April 17, 2001). Mr. Wilcox held 10,000 unvested
    restricted shares (5,000 granted on April 20, 2000, which will vest in
    increments of 20%, 30% and 50% on April 20, 2002, 2003 and 2004,
    respectively; and 5,000 granted on October 18, 2000, which will cliff vest
    on October 18, 2003). The market value of the unvested restricted shares of
    Messrs. Baldwin, Kellogg, Verissimo and Wilcox are $259,223, $172,815,
    $276,504 and $345,630, respectively, based on the $34.563 per share closing
    price of the Company's Common Stock on the National Association of
    Securities Dealers Automated Quotation/National Market on December 29, 2000,
    the last trading day of 2000. Holders of restricted stock have rights
    equivalent to those of other stockholders, including voting rights and
    rights to dividends. All unvested restricted shares are subject to earlier
    termination on a "Covered Termination" following a "Change in Control" (as
    defined). See "Termination Agreements" below.
    
 
(4)  The numbers in this column reflect shares of Common Stock underlying
     options. The numbers have been adjusted to reflect shares following
    two-for-one stock splits (effected in May 1998 and May 2000). No Stock
    Appreciation Rights ("SARs") were awarded during the years 1998 through
    2000.
 
                                       14

<PAGE>
(5)  The significant component of the amounts in this column are distributions
     (from grants made in prior years) received under the Company's retention
    plans. The only other component of the amounts in this column are employer
    contributions to the Bank's combined 401(k) and Employee Stock Ownership
    Plan, and Money Purchase Pension Plan (see discussion under "Retirement
    Plans"). Under the 1998 and 1999 retention plans, the Company granted to
    executives, interests in the venture capital investment program (under which
    the Company invests in venture capital funds for its own account). Interests
    are not in the venture capital funds themselves, but rather, in future
    distributions from such funds. The 2000 retention plan includes not only
    interests in the Company's venture capital investments, but also in the
    Company's direct equity investments and warrant income realized on warrants
    taken in 1999. The 2001 retention plan includes not only interests in the
    Company's venture capital investments, but also in the Company's investment
    in the SVB Strategic Investors Fund and warrant income realized on warrants
    taken in 2000. The distributions during a given year are from grants made in
    one or more prior years and, specifically, are not from grants made in the
    current given year.
 
    The following charts breakdown the amounts in this column, and also shows
the allocations made under the retention plans during each of the following
years:
 
                                      2000
 

<TABLE>
<CAPTION>
                                                     DISTRIBUTIONS
                                                    RECEIVED UNDER      JANUARY 2001 ALLOCATION
                                                  1998, 1999 AND 2000     OF INTEREST IN 2001     CONTRIBUTION TO
OFFICER                                             RETENTION PLANS         RETENTION PLAN        RETIREMENT PLANS
-------                                           -------------------   -----------------------   ----------------
<S>                                               <C>                   <C>                       <C>
Baldwin.........................................      $  376,941               $ 60,000               $26,500
Dean............................................      $1,525,379               $225,000               $26,500
Kellogg.........................................      $  705,584               $150,000               $26,500
Verissimo.......................................      $  376,941               $ 80,000               $26,500
Wilcox..........................................      $  743,587               $225,000               $26,500
</TABLE>

 
                                      1999
 

<TABLE>
<CAPTION>
                                                     DISTRIBUTIONS
                                                  RECEIVED UNDER 1998   JANUARY 2000 ALLOCATION
                                                  AND 1999 RETENTION      OF INTEREST IN 2000     CONTRIBUTION TO
OFFICER                                                  PLANS              RETENTION PLAN        RETIREMENT PLANS
-------                                           -------------------   -----------------------   ----------------
<S>                                               <C>                   <C>                       <C>
Baldwin.........................................        $20,829                $ 90,000               $23,613
Dean............................................        $73,764                $265,000               $25,000
Kellogg.........................................        $33,266                $135,000               $25,000
Verissimo.......................................        $20,829                $ 90,000               $22,452
Wilcox..........................................        $33,555                $155,000               $25,000
</TABLE>

 
                                      1998
 

<TABLE>
<CAPTION>
                                                     DISTRIBUTIONS      JANUARY 1999 ALLOCATION
                                                  RECEIVED UNDER 1998     OF INTEREST IN 1999     CONTRIBUTIONS TO
OFFICER                                             RETENTION PLAN          RETENTION PLAN        RETIREMENT PLANS
-------                                           -------------------   -----------------------   ----------------
<S>                                               <C>                   <C>                       <C>
Baldwin.........................................        $ 3,087                $ 60,000                $7,913
Dean............................................        $10,292                $275,000                $9,000
Kellogg.........................................        $ 4,631                $125,000                $9,000
Verissimo.......................................        $ 3,087                $ 60,000                $7,442
Wilcox..........................................        $ 4,631                $130,000                $8,903
</TABLE>

 
    For example, the $10,292 amount for Mr. Dean in the 1998 Chart under the
heading "Distributions Received under 1998 Retention Plan" includes
distributions received under the Company's 1998 Retention Plan. Also, in the
same chart (for 1998), under the heading "January 1999 Allocation of Interest in
1999 Retention Plan," the $275,000 amount refers to Mr. Dean's interest in the
venture capital investment program, which represents a 17.3% interest in the
$1,590,000 pool of venture capital investments earmarked for the Company's
officers. Finally, in this chart, under the heading "Contributions to Retirement
Plans", the $9,000 amount for Mr. Dean reflects employer contributions (on
Mr. Dean's behalf) to the Retirement Plans. Amounts reflected in the first and
third columns in this 1998 chart are included in the amount shown in "All Other
Compensation" in the Summary Compensation Table.
 
                                       15

<PAGE>
                  TABLE 2 -- OPTION GRANTS IN LAST FISCAL YEAR
 
    The following table sets forth information concerning the grant of options
to purchase the Company's Common Stock to the Named Officers during 2000:
 
                           INDIVIDUAL GRANTS IN 2000
 
   

<TABLE>
<CAPTION>
                                                                                        POTENTIAL REALIZABLE
                                                                                          VALUE AT ASSUMED
                              NUMBER OF        PERCENT OF                               ANNUAL RATES OF STOCK
                              SECURITIES     TOTAL OPTIONS                             PRICE APPRECIATION FOR
                              UNDERLYING       GRANTED TO     EXERCISE                     OPTION TERM(3)
                               OPTIONS        EMPLOYEES IN      PRICE     EXPIRATION   -----------------------
NAME                        GRANTED (#)(1)   FISCAL YEAR(2)   ($/SHARE)      DATE        5% ($)      10% ($)
----                        --------------   --------------   ---------   ----------   ----------   ----------
<S>                         <C>              <C>              <C>         <C>          <C>          <C>
L. Blake Baldwin..........      10,000           .4883%        $23.688     4/20/10      $148,973     $377,526
John C. Dean..............           0            0.00%        $    --       --         $     --     $     --
Harry W. Kellogg, Jr......      12,500           .6103%        $25.188    10/18/10      $198,007     $501,790
Marc J. Verissimo.........      20,000           .9765%        $23.688     4/20/10      $297,945     $755,051
Kenneth P. Wilcox.........      15,000           .7324%        $26.188    10/18/10      $247,042     $626,054
</TABLE>

    
 
------------------------
 
(1)  Consists entirely of options granted pursuant to the Company's 1997 Equity
     Incentive Plan (the "Plan"). The Plan provides for administration of the
    Plan by the Board of Directors of the Company, or by a committee thereof to
    which the Board of Directors has delegated authority to administer the Plan
    (the "Administrator"). The Administrator 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 become exercisable.
    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 four
    years and expire ten years from the date of grant. Upon a "Change in
    Control" of the Company or the Bank, the options will become fully
    exercisable. See "Termination Agreements" below. In October 1997, the Board
    of Directors voted to permit assignability of non-qualified stock options
    granted under the Plan to immediate family members, family trusts, and
    similar entities. Any options so assigned will continue to be reported in
    this table and in the option exercises table (see "Table 3" below) as if
    still held by the Named Officer.
 
   
(2)  Based on options to purchase an aggregate of 2,069,100 shares of the
     Company's Common Stock granted to certain employees during 2000 under the
    1997 Equity Incentive Plan.
    
 
(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 ten-year term of the options),
    minus the aggregate exercise price of the options. The stock price
    appreciation rates are mandated by rules of the Securities and Exchange
    Commission ("SEC") rules and do not represent the Company's estimate of
    future stock prices.
 
                                       16

<PAGE>
          TABLE 3--AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                        FISCAL YEAR-END OPTION VALUES(1)
 
    The following table sets forth information concerning the exercise of
options during 2000 and the options held at 2000 fiscal year-end by Named
Officers:
 
   

<TABLE>
<CAPTION>
                                                               NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                              UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS AT
                                 SHARES                     OPTIONS AT FISCAL YEAR-END        FISCAL YEAR-END(3)
                               ACQUIRED ON      VALUE                  (#)                            ($)
                                EXERCISE     REALIZED(2)   ----------------------------   ---------------------------
NAME                               (#)           ($)       EXERCISABLE    UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                           -----------   -----------   ------------   -------------   -----------   -------------
<S>                            <C>           <C>           <C>            <C>             <C>           <C>
L. Blake Baldwin.............     14,000     $  561,000       42,250         53,750       $1,107,424     $1,247,044
John C. Dean.................         --     $       --       75,000         25,000       $1,973,475     $  657,825
Harry W. Kellogg, Jr.........     90,000     $2,016,000       52,500         50,000       $1,376,273     $1,088,445
Marc. J. Verissimo...........     50,000     $1,667,267       50,000         60,000       $1,312,210     $1,259,700
Kenneth P. Wilcox............         --     $       --       91,500         57,500       $2,504,480     $1,228,448
</TABLE>

    
 
------------------------
 
(1)  Consists entirely of stock options. No stock appreciation rights ("SARs")
     have been awarded to date. In October 1997, the Board of Directors voted to
    permit assignability of vested non-qualified stock options granted under the
    1997 Equity Incentive Plan to immediate family members, family trusts and
    similar entities. Any options so assigned will continue to be reported in
    this table as if still held by the Named Officer, and exercises by or on
    behalf of such assignees are also reflected as exercises by the Named
    Officer.
 
(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 2000 fiscal
     year-end, based on the $34.563 per share closing market price of the
    Company's Common Stock on the National Association of Securities Dealers
    Automated Quotation/ National Market on December 29, 2000, the last trading
    day of 2000, less the exercise price.
 
RETIREMENT PLANS
 
    The Bank has two defined contribution plans: (1) the Silicon Valley Bank
401(k) and Employee Stock Ownership Plan (the "401(k)" and "ESOP") (a qualified
profit sharing plan under the Internal Revenue Code [the "IRC"]) and (2) the
Silicon Valley Bank Money Purchase Pension Plan (the "MPP") (a qualified money
purchase pension plan under the IRC). The Company matches 100% of employee-
deferred salary contributions to the 401(k), up to a maximum contribution of
$1,000 per year per employee. The Company makes contributions to the ESOP and
MPP using a compensation-based formula (subject to certain limitations on
compensation under the IRC). ESOP contributions are discretionary based on the
profitability of the Company, are invested primarily in the Company's Common
Stock and may not exceed 10% of eligible employees' base compensation. In 2000,
the ESOP contribution was 10% of eligible compensation as a result of the
Company's surpassing its stretch performance goal. MPP contributions are
guaranteed at 5% of eligible compensation and are invested at the participant's
direction.
 
                            TERMINATION ARRANGEMENTS
 
    The Bank adopted a Change in Control Severance Benefits Policy ("Change in
Control Policy") on August 12, 2000 for employees, including Named Officers
Baldwin, Dean, Kellogg, Verissimo, and Wilcox. The Change in Control Policy
superseded termination agreements then in effect (with those agreements having
expired on August 11, 2000). The Change in Control Policy provides for severance
pay and continuation of certain benefits if the executive's employment is
terminated following a "Change in Control" (defined below). The Change in
Control Policy was approved by disinterested members of the Boards of Directors
of the Company and the Bank in July 2000 (but effective August 2000 following
expiration of the then-operative termination agreements).
 
                                       17

<PAGE>
    TERMINATION FOLLOWING A CHANGE IN CONTROL.  In order for an executive to
receive benefits under the Change in Control Policy following a Change in
Control, the executive must be terminated involuntarily without cause or
constructively terminated within 24 months following the Change in Control (a
"Covered Termination"). Also, benefits will be given to executives only
following a Change in Control that involves payments to stockholders in excess
of two times the then book value of the Company.
 
   
    Under the Change in Control Policy, a "Change in Control" means the
consummation of any of the following transactions:
    
 
        (1) a merger or consolidation of the Company or Bank with any other
    corporation, other than a merger or consolidation which would result in
    beneficial owners of the total voting power in the election of directors
    represented by the voting securities ("Voting Securities") of the Company or
    Bank (as the case may be) outstanding immediately prior thereto continuing
    to beneficially own securities representing (either by remaining outstanding
    or by being converted into voting securities of the surviving entity) at
    least fifty percent (50%) of the total Voting Securities of the Company or
    Bank, or of such surviving entity, outstanding immediately after such merger
    or consolidation;
 
        (2) the filing of a plan of liquidation or dissolution of the Bank or
    the closing of the sale, lease, exchange or other transfer or disposition by
    the Company or Bank of all or substantially all of the Bank's assets;
 
        (3) any person (as such term is used in Sections 13(d) and 14(d) of the
    Securities Exchange Act of 1934, as amended (the "Exchange Act")), other
    than (A) a trustee or other fiduciary holding securities under an employee
    benefit plan of the Company or Bank, (B) a corporation owned directly or
    indirectly by the shareholders of Company in substantially the same
    proportions as their beneficial ownership of stock in the Company, or
    (C) Company (with respect to Company's ownership of the stock of the Bank),
    is or becomes the beneficial owner (within the meaning of Rule 13d-3 under
    the Exchange Act), directly or indirectly, of the securities of the Company
    or Bank representing 50% or more of the Voting Securities; or
 
        (4) any person (as such term is used in Sections 13(d) or 14(d) of the
    Exchange Act), other than (a) a trustee or other fiduciary holding
    securities under an employee benefit plan of the Company or Bank, (b) a
    corporation owned directly or indirectly by the shareholders of the Company
    in substantially the same proportions as their ownership of stock in Bank,
    or (c) Company (with respect to the Company's ownership of the stock of the
    Bank) is or becomes the beneficial owner (within the meaning or Rule 13d-3
    under the Exchange Act), directly or indirectly, of the securities of the
    Company or Bank representing 25% or more of the Voting Securities of such
    corporation, and within twelve (12) months of the occurrence of such event,
    a change in the composition of the Board of Directors of Company occurs as a
    result of which sixty percent (60%) or fewer of the directors are Incumbent
    Directors.
 
    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, upon a 15% reduction in the executive's annual compensation (base salary
plus bonus), upon a material reduction in the executive's responsibilities, or
upon a relocation by more than 50 miles of the principal place at which the
executive works.
 
    Under the Change in Control Policy, the amount of severance benefits payable
to an executive whose employment is terminated during the 24 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 2.0, the severance benefit (the "Severance Benefit")
(represented as a multiple of the executive's annual base salary) increases.
 
    The percentage payout of the Severance Benefit is on a sliding scale tied to
termination date. If the termination date is within 12 months following the
Change in Control, then 100% of the Severance Benefit will be paid. However,
between 12 months and 24 months following a Change in Control, a declining
 
                                       18

<PAGE>
percentage will be paid, with 75% of the Severance Benefit being payable for
terminations 15 months following a Change in Control and 0% being payable for
terminations 24 months following a Change in Control. Finally, all outstanding
options (representing interests in the Company's Common Stock) will become
immediately and fully vested (and may be exercised) upon a Change in Control,
and all restrictions upon any restricted Company stock will lapse immediately
and all such shares will become fully vested, generally (upon a Covered
Termination following a Change in Control).
 
    In linking the amount of termination payments within 24 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 stockholder value. Therefore,
the amount of severance payments to executives under the Change in Control
Policy 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 2.0 times book value would result in no cash payout to
executives under the Change in Control Policy, although they would still be
entitled to acceleration of vesting.
 
    The severance program approved by the Boards of Directors of the Company and
the Bank includes certain non-executive Bank officers as well. The amount of
severance benefits payable to officers below the executive level is likewise
dependent upon the "transaction price multiple" described above. However,
non-executive bank officers receive severance payments for any sale of the
Company or Bank for one times book value and 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.
 
    LIMITATION ON SEVERANCE PAYMENTS.  To the extent that the severance payments
otherwise called for by the Change in Control Policy would trigger "golden
parachute" tax treatment pursuant to Section 280(g) and/or Section 4999 of the
Internal Revenue Code, the payments will be reduced (including by executive
officers electing to make payments to third-party charitable organizations) to
the largest amount that the employee determines would result in maximizing the
employee's net proceeds (after taking into account the payment of any applicable
taxes, including excise taxes).
 
DEAN CONSULTING AGREEMENT
 
    Mr. Dean will resign as Chief Executive Officer of the Company, effective
April 30, 2001. The Company, the Bank and Mr. Dean have entered into a
consulting agreement, effective May 1, 2001, pursuant to which Mr. Dean will
serve as a consultant to the Company and the Bank until April 30, 2004. Under
the consulting agreement, Mr. Dean will receive $250,000 annually for his
services as a consultant. All stock options held by Mr. Dean will continue to be
outstanding and vest in accordance with their respective terms until expiration
of the consulting term. Also, Mr. Dean will be entitled to continued
participation in the Bank's Retention Programs (described above under "Report of
the Executive Committee of the Board on Executive Compensation"), provided,
among other things, he does not compete with the Company or Bank for three years
following the termination of his employment with the Company and the Bank. In
addition, following the 2001-2002 director term, and for so long as Mr. Dean
remains a member of the Company and Bank Boards of Directors, he will be
eligible to receive any Retention Program compensation paid to the Bank and
Company's outside directors (described below under "Director Compensation").
Mr. Dean will also be eligible to receive Board chair and Board Committee chair
fees, if applicable, following the 2001-2002 director term. Except as noted
above, during the Consulting Period, Mr. Dean will not receive any additional
compensation for sitting on the Company and the Bank's Boards of Directors that
otherwise is payable to outside directors. In developing Mr. Dean's consulting
contract, the Company and the Bank engaged an independent compensation
consultant (Sibson and Company) to opine on the reasonableness of Mr. Dean's
consulting contract compared to contracts of similarly situated resigning
executives.
 
                                       19

<PAGE>
                    BOARD COMMITTEES AND MEETING ATTENDANCE
 
    The Company and the Bank have Audit and Finance, Executive, and Loan
Committees of their respective Boards of Directors. Members as of the Record
Date were as follows:
 

<TABLE>
<CAPTION>
AUDIT AND FINANCE         EXECUTIVE                 LOAN
-----------------         ---------                 ----
<S>                       <C>                       <C>
James F. Burns, Jr.,      Daniel J. Kelleher,       James R. Porter, Chair
Chair                     Chair                     David M. deWilde
Gary K. Barr              James F. Burns, Jr.       Stephen E. Jackson
Daniel J. Kelleher        John C. Dean
                          James R. Porter
                          Kenneth P. Wilcox
</TABLE>

 

<TABLE>
<S>                                                         <C>
AUDIT AND FINANCE COMMITTEE (JOINT COMPANY/BANK COMMITTEE)  9 meetings in fiscal
                                                            year 2000
</TABLE>

 
    - Composed of "independent" members as defined by the Nasdaq Stock Market,
      the listing standard applicable to the Company;
 
    - 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;
 
    - Oversees the Bank's regulatory compliance;
 
    - 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 and the Bank's
      internal audit relationship;
 
    - Oversees the Bank's investment and funds management policies, which
      include the following five policies: investment policy, liquidity
      management policy, interest rate risk management policy, hedging policy,
      and capital management policy;
 
    - Reviews and approves the Company's and the Bank's insurance policies; and
 
    - Oversees management's efforts in ensuring that the Company is complying
      with accounting standards and with federal and state banking laws.
 

<TABLE>
<S>                                                     <C>
EXECUTIVE COMMITTEE (SEPARATE COMPANY/BANK COMMITTEES)  15 meetings (Company
                                                        Executive Committee)
                                                        in fiscal year 2000
                                                        10 meetings (Bank
                                                        Executive Committee)
                                                        in fiscal year 2000
</TABLE>

 
    - Works with management in developing long-term strategic plans;
 
    - Has the authority of the Board between Board meetings, except as otherwise
      provided by Delaware or California law;
 
    - 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 stockholders. Stockholders 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.);
 
                                       20

<PAGE>
    - 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 recommends the compensation for the Chief Executive Officer of
      the Company and the Chief Executive Officer of the Bank (with such Chief
      Executive Officers refraining from participating in any Committee
      discussions related to their performance or compensation); and
 
    - Reviews and approves compensation and administers stock-based employee
      benefit plans (including approving individual option and stock grants
      under the 1997 Equity Incentive Plan).
 
LOAN COMMITTEE (BANK COMMITTEE)                  15 meetings in fiscal year 2000
 
    - 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;
 
    - Has lending authority and establishes lending authority levels for Bank
      committees and respective officer levels in the Bank;
 
    - Reviews the Bank's community delineations to ensure that they meet the
      purposes of the Community Reinvestment Act; and
 
    - Works with management in monitoring the loan portfolio, including
      reviewing proposed corrective action plans when pre-determined portfolio
      credit quality levels are reached.
 
    Actions taken by the above-described Board Committees are reported to the
Company or Bank Board of Directors, as appropriate, following the Committee
meetings.
 
    During fiscal year 2000 (ended December 31, 2000), the Company Board of
Directors met 11 times: 10 regular meetings and 1 special meeting. During fiscal
year 2000 (ended December 31, 2000), the Bank Board of Directors met 10 times: 9
regular meetings and 1 special meeting. All Company directors attended at least
75% of the aggregate of all Company Board meetings and meetings held by
Committees of the Company's Board of which they were members.
 
             REPORT OF THE AUDIT AND FINANCE COMMITTEE OF THE BOARD
 
    THE REPORT OF THE AUDIT AND FINANCE 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.
 
    In fulfillment of the SEC's newly adopted requirements for disclosure in
proxy materials relating to the functioning of audit committees, the Company's
Audit and Finance Committee has prepared the following report for inclusion in
this Proxy Statement. The Audit and Finance Committee is governed by a charter
which specifies, among other things, the scope of its responsibilities and how
those responsibilities are performed. A copy of the charter is included in this
Proxy Statement as Appendix A. The Audit and Finance Committee members are
"independent" as defined by the Nasdaq Stock Market, the listing standard
applicable to the Company.
 
    The Audit and Finance Committee reviews the Company's financial reporting
process on behalf of the Board of Directors. Management has the primary
responsibility for the financial statements and the
 
                                       21

<PAGE>
reporting process. The Company's independent auditors, KPMG LLP, are responsible
for expressing an opinion on the conformity of the Company's audited financial
statements to accounting principles generally accepted in the United States.
 
    In this context, the Audit and Finance Committee has reviewed and discussed
with management and the independent auditors the audited financial statements.
The Audit and Finance Committee has discussed with the independent auditors the
matters required to be discussed by the Statement on Auditing Standards No. 61,
as amended ("Communication with Audit Committees"). In addition, the Audit and
Finance Committee received from the independent auditors the written disclosures
required by Independence Standard No.1 ("Independence Discussions with Audit
Committees"), and discussed with the independent auditors, the auditors'
independence from the Company and its management.
 
    In reliance on the reviews and discussions referred to above, the Audit and
Finance Committee recommended to the Company's Board of Directors that the
audited financials be included in the Company's Annual Report on SEC Form 10-K
for the fiscal year ended December 31, 2000, for filing with the SEC.
 
    This report is included herein at the direction of the members of the Audit
and Finance Committee: directors Burns (Chairman), Barr and Kelleher.
 
                                   AUDIT FEES
 
    The aggregate fees billed for professional services rendered by KPMG LLP
during the Company's 2000 fiscal year for review of the Company's annual
financial statements and those financial statements included in the Company's
quarterly reports on Form 10-Q totaled $348,217.
 
          FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
 
    The Company did not engage KPMG LLP to provide advice to the Company
regarding financial information systems design and implementation during fiscal
year 2000.
 
                                 ALL OTHER FEES
 
    The aggregate fees billed for non-audit services rendered by KPMG LLP,
during the Company's fiscal year 2000 totaled $1,291,037, which primarily
related to credit review services, and also included tax related services and
services related to the Company's stock offering.
 
                            DIRECTOR COMPENSATION(8)
 
    In August 1998, the Board approved the director compensation program for
outside directors for 1999-2000 service, as well as 2000-2001 service, on the
Board. The program provides for a grant to each outside director of options to
purchase 12,000 shares of the Company's Common Stock (made on August 4, 1998 at
an exercise price of $30.063 per share), with the first 6,000 shares subject to
the option scheduled to vest on the date immediately following the Company's
1999 Annual Meeting (subject to the director's re-election to the Board) and the
remaining 6,000 shares subject to the option scheduled to vest on the date
immediately following the Company's 2000 Annual Meeting (subject to the
director's re-election to the Board). On September 17, 1998, outside director
Jackson, who was appointed to the Board in August 1998, was granted an option to
purchase 12,000 shares (and on such terms, including exercise price) as granted
to the other directors the previous month.
 
    In January 1999, the Board approved a grant to each outside director, except
for Mr. Jackson, of options to purchase 2,000 shares of the Company's Common
Stock (made on January 21,1999 at an
 
------------------------
 
(8)  The share numbers in this section have been adjusted to reflect the
     two-for-one stock splits of the Company's shares in May 1998 and in May
    2000.
 
                                       22

<PAGE>
exercise price of $17.875 a share), with the shares scheduled to vest
immediately following the Company's 1999 Annual Meeting (subject to the
director's re-election to the Board). Mr. Jackson was granted options to
purchase 3,000 shares with the same terms as those described immediately above.
The Board believed that Mr. Jackson should be awarded the additional options to
compensate for the exercise price of the options to purchase 12,000 shares
granted in September 1998 (as described above) being set at a higher price than
the then market price of the Company's stock, to keep Mr. Jackson's grant
consistent with the 1999-2000 compensation program.
 
    In January 2000, the Board approved an amendment to the director
compensation program for outside directors for 2000-2001 service on the Board.
The program provides each director with two alternatives for compensation for
2000-2001 service. Under the first alternative, the director may choose to
retain the 6,000 options which will vest on the date immediately following the
Company's April 2000 Annual Meeting. Under the second alternative, the director
may choose that one-half of the options vesting in 2000 (e.g., 3,000 options) be
cancelled, and in exchange for the cancelled options, the director receives a
$16,500 interest in the Company's 2000 Director Compensation Program (which is
part of the 2000 Retention Program pool described above under "Report of the
Executive Committee of the Board on Executive Compensation"). Directors Barr and
Porter chose the first alternative, while Directors Burns, deWilde, Jackson and
Kelleher chose the second alternative.
 
    In October 2000, the Board approved the director compensation program for
outside directors for 2001-2002 service, as well as 2002-2003 service, on the
Board. The program provides each director with two alternatives for compensation
for 2001-2002 and 2002-2003 service. Under the first alternative, the director
may choose to receive a grant of options to purchase 5,500 shares of the
Company's Common Stock (made on October 19, 2000 at an exercise price of $33.688
a share) with one-half of the shares (e.g., 2,750 shares) subject to the option
scheduled to vest on the date immediately following the Company's 2001 Annual
Meeting (subject to the director's re-election to the Board) and the remaining
one-half of the shares subject to the option scheduled to vest on the date
immediately following the Company's 2002 Annual Meeting (subject to the
director's re-election to the Board). Under the second alternative, the director
may choose to receive a grant of options to purchase 2,750 shares of the
Company's Common Stock (and on such terms, including exercise price and the
two-year vesting period, as described above) and a $20,000 interest in the
Company's 2001 Director Compensation Program (which is part of the 2001
Retention Program pool described above under "Report of the Executive Committee
of the Board on Executive Compensation"). Each director chose the second
alternative. If elected to the Board at the 2001 Annual Meeting of Stockholders
in April 2001, outside director nominees Hart and Rodeno will be eligible to
participate in the director compensation program for 2001-2002 and 2002-2003
service as described above.
 
    Clarence J. Ferrari, Jr. Esq., a former director, served as an advisory
director to the Board during the 2000-2001 term. In addition, Messrs. Dunbar and
Hart began serving as advisory directors to the Board in January 2001 and
Ms. Rodeno in February 2001. In recognition of their advisory roles, the Company
paid Messrs. Ferrari, Dunbar and Hart and Ms. Rodeno $2,500 per meeting attended
during the 2000-2001 term.
 
    Additionally, outside directors are reimbursed for travel expenses. For
1999-2000 service, the Chair of the Board (who also serves as the Chair of the
Executive Committee) received an annual fee of $15,000. The Chairs of the
respective Board committees each received an annual fee of $7,500. For 2000-2001
service, the Chair of the Board (who also serves as the Chair of the Executive
Committee) had the option of receiving an annual fee of $15,000 (cash) or a
$15,000 interest in the Company's 2000 Directors Compensation Program (as
described above). Director Kelleher, as Chair of the Executive Committee, chose
to receive the $15,000 interest in the Directors Compensation Program.
Additionally, other Board Committee Chairs had the option of receiving an annual
fee of $7,500 (cash) or a $7,500 interest in the 2000 Directors Compensation
Program. Director Porter, Director Burns and Director Barr, as Chairs of the
Directors' Loan Committee, the Audit and Finance Committee and the former
Regulatory Compliance Committee, respectively, each opted for the $7,500
interest in the 2000 Directors Compensation Program.
 
                                       23

<PAGE>
For 2001-2002 service, the Chair of the Executive Committee has the option of
receiving an annual fee of $15,000 (cash) or a $15,000 interest in the Company's
2001 Directors Compensation Program (as described above). Additionally, other
Board Committee Chairs have the option of receiving an annual fee of $7,500
(cash) or a $7,500 interest in the 2001 Directors Compensation Program. Subject
to their re-election to the Board, Director Kelleher, as Chair of the Executive
Committee, Director Burns (Chair of the Audit and Finance Committee) and
Director Porter (Chair of the Directors Loan Committee) have chosen to receive
compensation under the 2001 Directors Compensation Program.
 
                                       24

<PAGE>

                  SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
 
    Information concerning each person known by the Company to own 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      PERCENT
NAME OF BENEFICIAL OWNER                                   OF SHARES    OF TOTAL
------------------------                                  -----------   --------
<S>                                                       <C>           <C>
Entities affiliated with Franklin Resources, Inc........  4,797,111(1)    9.8%
  777 Mariners Island Boulevard
  San Mateo, CA 94404
 
FMR Corp................................................  4,130,024(2)    8.4%
  82 Devonshire Street
  Boston, Massachusetts 02109
 
Reich and Tang Asset Management LP......................  2,618,835(3)    5.4%
  600 Fifth Avenue
  New York, New York 100020
</TABLE>

 
------------------------
 
(1)  The number of shares in this table and the information in this footnote
     have been derived from the Schedule 13G dated as of February 9, 2001 filed
    with the Securities and Exchange Commission ("SEC") by Franklin
    Resources, Inc. ("FRI"), a parent holding company; Charles B. Johnson and
    Rupert H. Johnson, Jr., principal shareholders of FRI (collectively, the
    "Principal Shareholders"); and Franklin Advisers, Inc. ("FAI"), an
    investment adviser and subsidiary of FRI. Franklin Management, Inc. ("FMI")
    is a subsidiary of FRI. The shares are beneficially owned by one or more
    open or closed-end investment companies or other managed accounts that are
    advised by direct and indirect investment subsidiaries of FRI. The advisory
    contracts grant to the adviser subsidiaries all investment and/or voting
    power over the securities owned by such advisory clients. FAI has the sole
    dispositive and voting power with respect to 4,603,200 shares. FMI has the
    sole power to dispose or direct the disposition of 193,911 shares, but has
    no power to vote or direct the vote of any shares. The Principal
    Shareholders each own in excess of 10% of the outstanding Common Stock of
    FRI. With respect to securities owned by FAI and FMI, their clients have the
    right to receive dividends paid with respect to, as well as the proceeds
    from the sale of, such securities.
 
(2)  The number of shares in this table and the information in this footnote
     have been derived from the Schedule 13G dated as of February 14, 2001 filed
    with the SEC by FMR Corp., a parent holding company. Fidelity Management &
    Research Company ("Fidelity"), a wholly owned subsidiary of FMR Corp. and an
    investment adviser registered under Section 203 of the Investment Advisers
    Act of 1940, is the beneficial owner of 1,346,400 shares as a result of
    acting as investment adviser to various investment companies registered
    under Section 8 of the Investment Company Act of 1940. Edward C. Johnson 3d,
    FMR Corp., through its control of Fidelity, and the funds each has sole
    power to dispose of the 1,346,400 shares owned by such funds. Neither FMR
    Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to
    vote or direct the voting of shares owned directly by the Fidelity funds,
    which power resides with the funds' boards of trustees. Fidelity carries out
    the voting of such shares under written guidelines established by the funds'
    boards of trustees. Fidelity Management Trust Company, a wholly owned
    subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the
    Securities Exchange Act of 1934, is the beneficial owner of 2,185,344 shares
    as a result of its serving as investment manager of the institutional
    account(s). Edward C. Johnson 3d and FMR Corp., through its control of
    Fidelity Management Trust Company, each has sole dispositive power over
    2,185,344 shares, sole power to vote or direct the voting of 1,824,844
    shares and no power
 
                                       25

<PAGE>
    to vote or direct the voting of 360,500 shares of owned by institutional
    account(s), as described above. Members of the Edward C. Johnson 3d family
    are the predominant owners of Class B shares of common stock of FMR Corp.,
    representing approximately 49% of the voting power of FMR Corp. Mr. Johnson
    3d owns 12% and Abigail Johnson owns 24.5% of the aggregate voting stock of
    FMR Corp. Mr. Johnson 3d is the Chairman of FMR Corp. and Abigail Johnson is
    a director of FMR Corp. The Johnson family group and all other Class B
    shareholders of FMR Corp. have entered into a shareholders' voting agreement
    under which all such Class B shares will be voted in accordance with the
    majority of such Class B shares. Accordingly, through their ownership of
    voting common stock and the execution of the shareholders' voting agreement,
    members of the Johnson family may be deemed, under the Investment Company
    Act of 1940, to form a controlling group with respect to FMR Corp. Fidelity
    International Limited, a Bermudan joint stock company and an investment
    adviser to various investment companies and certain institutional investors,
    is the beneficial owner of 598,280 shares, with the sole power to vote and
    dispose of such shares.
 
(3)  The number of shares in this table and the information in this footnote
     have been derived from the Schedule 13G dated as of February 15, 2001 filed
    with the SEC by Reich and Tang Asset Management L.P. ("Reich and Tang"), an
    investment adviser. Reich and Tang has shared dispositive and voting power
    with respect to 2,618,835 shares. Reich and Tang disclaims beneficial
    ownership interest in 245,000 shares which are owned or controlled by H.
    Axel Schupf, a Managing Director of the H.A. Schupf & Co. division of Reich
    and Tang. The shares beneficially owned by Reich and Tang were purchased on
    behalf of certain accounts for which Reich and Tang provides investment
    advice on a fully discretionary basis. Reich and Tang has the right to
    receive or the power to direct the receipt of dividends from, or the
    proceeds from the sale of, the shares. No individual client has an interest
    that relates to more than five percent of the class.
 

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
   
    The Company believes that, during fiscal year 2000, 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 in a timely manner, except that there
was a late filing due to an administrative error in determining the transaction
dates involving the sale of shares by Mr. Jackson, a late filing due to an
administrative error in connection with the disposition of shares to pay for
taxes associated with restricted stock vesting for Mr. Lutes, and an
administrative error in reporting the disposition of shares for Mr. Kelleher. In
addition, there was an amendment to an initial filing for Mr. Jackson to report
the ownership of Company Common Stock in an Individual Retirement Account. The
Company is not aware of any 10% stockholders.
    
 
 
                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    The Board of Directors of the Bank adopted a policy in November 2000 to
permit loans to be made to directors or to a company owned or controlled by a
director ("Director Loans"). The policy authorizes the Executive Committee of
the Board, along with the Chief Credit Officer, to approve Director Loans. Under
the policy, an outside credit review firm will be responsible for grading a
Director Loan throughout its term. If the credit review firm classifies a
Director Loan as "Special Mention" (as defined in the Bank's existing loan
policy), such director is required to discuss the director's plans to bring the
loan back to "pass" status with the Executive Committee within thirty days of
the downgrade of the loan. The policy further provides that if a Director Loan
is classified as "Substandard" (as defined in the Bank's existing loan policy)
by the outside credit review firm, such director will have thirty days (with the
Executive Committee having the authority to give the director up to sixty days)
to upgrade the loan to "pass" status or resign from the Board. The Company
believes that all extensions of credit included in such transactions will be
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
 
                                       26

<PAGE>
other persons of similar creditworthiness and, in the opinion of the Board of
Directors of the Bank, will not involve more than a normal risk of
collectibility or default or present any other unfavorable features.
 
    In December 1997 and in conjunction with Mr. Wilcox's promotion to Chief
Banking Officer (and corresponding relocation from Massachusetts to California),
the Company agreed to make two interest-free relocation loans to Mr. Wilcox. The
first loan in the amount of $250,000 (funded in December 1997) is payable in
five annual installments, with the final $50,000 installment due on December 1,
2002. The second loan in the amount of $600,000 (funded in January 1998) is due
in full on December 1, 2002. Both loans are secured by a lien on Mr. Wilcox's
principal residence in California. The largest principal amount outstanding
during 2000 was $750,000 and the principal amount outstanding on December 31,
2000 was $700,000.
 
    Also, in conjunction with Mr. Wilcox's promotion and pursuant to a separate
agreement (separate from the above-described loan documents), the Bank has
agreed to pay Mr. Wilcox a guaranteed $50,000 annual bonus for the next five
years (subject to his continued employment by the Bank), with the first such
bonus paid in December 1998 and the final bonus payable in December 2002.
 
    In June 1998 and in conjunction with Mr. Lutes' promotion to Chief Financial
Officer, the Company made a loan in the amount of $75,000 to Mr. Lutes. The loan
accrues interest at the rate of 5.50% per annum and is payable in three equal
annual installments, with the final $25,000 installment due on March 1, 2001.
The loan is unsecured. The largest principal amount outstanding during 2000 was
$50,000 and the principal amount outstanding on December 31, 2000 was $25,000.
 
    In August 2000, the Company made an interest-free loan in the amount of
$500,000 to Mr. Verissimo to assist in the purchase of his primary residence.
The loan (funded in August 2000) is payable in full on March 1, 2006. The loan
is unsecured. The largest principal amount outstanding during 2000 (and the
principal amount outstanding on December 31, 2000) was $500,000.
 
   
    Also, in conjunction with Mr. Verissimo's loan and pursuant to a separate
agreement (separate from the above-described loan documents), the Bank has
agreed to pay Mr. Verissimo a guaranteed $15,750 annual bonus for the next five
years (subject to his continued employment by the Bank) to cover taxes on the
imputed interest on the loan, with the first such bonus paid in April 2001 and
the final bonus payable in April 2006.
    
 
    See also "Compensation Committee Interlocks and Insider Participation."
 
 
                                PROPOSAL NO. 2
   APPROVAL OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
                 INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
                         FROM 60,000,000 TO 150,000,000
 
           THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF
               THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION
 
INTRODUCTION
 
   
    The stockholders are being asked to approve an amendment to the Company's
Certificate of Incorporation to increase from 60,000,000 to 150,000,000 the
number of shares of the Company's Common Stock. The Company's Certificate of
Incorporation currently authorizes the Company to issue up to 60,000,000 shares
of Common Stock, $.001 par value per share. A copy of the current Certificate of
Incorporation is included in this Proxy Statement as Appendix B. In
February 2001, the Board of Directors approved an amendment to increase the
authorized number of the Company's Common Stock from 60,000,000 to 150,000,000
and to submit the proposed amendment to the stockholders for approval.
    
 
                                       27

<PAGE>
   
    As of February 20, 2001, the Company had 49,336,142 shares of Common Stock
issued and outstanding. Further, a total of 8,084,529 shares were reserved or
available under the Company's 1997 Equity Incentive Plan, Employee Stock
Purchase Plan and Retirement Plans.
    
 
VOTE REQUIRED
 
    At the Annual Meeting, stockholders are requested in this Proposal Two to
approve the amendment to the Certificate of Incorporation. The affirmative vote
of the Votes Cast on this proposal will be required to approve the amendment.
For purposes of this vote, abstention and broker non-votes will not be counted
for any purpose in determining whether this matter has been approved. The Board
o
f Directors recommends a vote "FOR" approval of the amendment to Certificate of
Incorporation.
 
PURPOSE AND EFFECT
 
    The Board of Directors believes that it is advisable to have additional
authorized shares of Common Stock available to ensure that there is a sufficient
number of authorized shares of Common Stock for possible future stock splits and
stock dividends. The current number of shares authorized by the Company's
Certificate of Incorporation and available for issuance by the Company would be
insufficient to permit the Board of Directors to approve a 2-for-1 stock split
in the form of a stock dividend. Although the Company is not currently
contemplating a stock split or stock dividend, the proposed amendment would
provide the Board with the necessary flexibility to take such actions in the
future. The Board of Directors also believes that the availability of additional
authorized but unissued shares of Common Stock will provide the Company with the
flexibility to issue Common Stock for other proper corporate purposes that may
be identified in the future. Such future activities may include, without
limitation, public or private offerings of Common Stock or securities
convertible into Common Stock, reserving additional shares for issuance under
employee benefit plans, and equity-based acquisitions. The Board of Directors
has no immediate plans, intentions, or commitments to issue additional shares of
Common Stock for any purpose, including rendering more difficult or discouraging
a merger, tender offer, proxy contest or other change in control of the Company.
 
    If the proposed amendment to the Certificate of Incorporation is adopted,
the newly authorized shares would be unreserved and available for issuance by
the Company without further stockholder action, unless such action is otherwise
required by Delaware law or the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or quoted.
 
    All of the additional shares resulting from the proposed increase in the
Company's authorized Common Stock would be of the same class, with the same
dividend, voting and liquidation rights, as the shares of Common Stock presently
outstanding. In addition, the issuance of additional shares of Common Stock
could dilute the voting rights, equity and earnings per share of existing
stockholders.
 
    The proposed increase in the authorized number of shares of Common Stock
could have an anti-takeover effect. If the Company's Board of Directors desired
to issue additional shares in the future, such issuance could dilute the voting
power of a person seeking control of the Company, thereby deterring or rendering
more difficult a merger, tender offer, or proxy contest opposed by the Company.
However, the Board of Directors is not aware of any attempt to take control of
the Company and the Board of Directors has not presented this proposal with the
intent that it be utilized as an anti-takeover measure.
 
    If approved by the stockholders, this amendment will become effective upon
filing of an appropriate Restated Certificate of Incorporation with the Delaware
Secretary of State.
 
                                       28

<PAGE>

                                 PROPOSAL NO. 3
           APPROVAL OF THE AMENDMENT TO THE SILICON VALLEY BANCSHARES
                           1997 EQUITY INCENTIVE PLAN
 
         THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE
                  AMENDMENT TO THE 1997 EQUITY INCENTIVE PLAN
 
INTRODUCTION
 
   
    The stockholders are being asked to approve an amendment to the 1997 Equity
Incentive Plan (the "Incentive Plan") in order to reserve an additional
2,000,000 shares of Common Stock for issuance thereunder. The Incentive Plan was
adopted by the Board of Directors on December 19, 1996 and approved by the
stockholders on April 17, 1997. The Incentive Plan as adopted had 3,600,000
shares(1) reserved for issuance thereunder. On April 20, 2000, the stockholders
approved the reserving of an additional 2,200,000 shares of Common Stock for
issuance under the Incentive Plan. A copy of the 1997 Incentive Plan is included
in this Proxy Statement as Appendix C.
    
 
   
    As of February 20, 2001, 468,866 shares of Common Stock were available for
issuance under the Incentive Plan (exclusive of the increase in shares subject
to stockholder approval at the 2001 Annual Meeting of Stockholders). Options to
purchase 4,010,564 shares were outstanding, with a weighted average exercise
price of $19.413 and weighted average term of 8.21 years.
    
 
    The Incentive Plan provides for the grant of incentive stock options to
employees and nonstatutory stock options, stock appreciation rights, restricted
stock purchase awards and stock bonuses (collectively "Stock Awards") to
employees, directors and consultants. Incentive stock options granted under the
Incentive Plan are intended to qualify as "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). Nonstatutory stock options granted under the Incentive Plan are not
intended to qualify as incentive stock options under the Code. See "Federal
Income Tax Information" for a discussion of the tax treatment of the various
awards included in the Incentive Plan.
 
VOTE REQUIRED
 
    At the Annual Meeting, stockholders are requested in this Proposal Three to
approve the amendment to the Incentive Plan. The affirmative vote of the Votes
Cast on this proposal will be required to approve the amendment. For purposes of
this vote, abstention and broker non-votes will not be counted for any purpose
in determining whether this matter has been approved. The Board of Directors
r
ecommends a vote "FOR" approval of the amendment to the Incentive Plan.
 
    A summary of the features of the Incentive Plan are outlined below.
 
SUMMARY OF THE INCENTIVE PLAN
 
PURPOSE
 
    The Incentive Plan provides a means by which selected employees and
directors of, and consultants to, the Company, and its affiliates, may be given
an opportunity to purchase Common Stock of the Company or receive cash based on
stock appreciation. The Company, by means of the Incentive Plan, seeks to retain
the services of persons who are now employees and directors of, or consultants
to, the Company or its affiliates, to secure and retain the services of new
employees, directors and consultants, and to provide incentives for such persons
to exert maximum efforts for the success of the Company and its affiliates.
 
------------------------
 
(1)  Adjusted for the Company's two-for-one stock splits in May 1998 and May
     2000.
 
                                       29

<PAGE>
ADMINISTRATION
 
    The Incentive Plan is administered by the Board unless and until the Board
delegates administration to a committee composed of not fewer than two Board
members. All of the members of any such committee must be non-employee directors
(unless the Board expressly declares that such requirement shall not apply). If
administration is delegated to a committee, such committee will have, in
connection with the administration of the Incentive Plan, the powers possessed
by the Board, subject, however, to such resolutions, not inconsistent with the
provisions of the Incentive Plan, as may be adopted from time to time by the
Board.
 
    The Board may abolish such committee at any time and revest in the Board the
administration of the Incentive Plan. The Board has delegated the administration
of the Incentive Plan to the Executive Committee (the "Administrator").
 
    The Administrator has the power to determine from time to time which of the
persons eligible under the Incentive Plan shall be granted awards, the type of
awards to be granted, when and how each award shall be granted, to construe and
interpret the Incentive Plan and awards granted under it, and to establish,
amend and revoke rules and regulations for its administration. The Administrator
may correct any defect in the Incentive Plan or in any award agreement to make
the Incentive Plan fully effective.
 
ELIGIBILITY
 
    Incentive stock options and stock appreciation rights appurtenant thereto
may be granted only to employees. Nonstatutory stock options, restricted stock
purchase awards, stock appreciation rights, and stock bonuses may be granted to
employees, directors or consultants. As of the Record Date, the Company and Bank
had 985 employees, and 6 non-employee directors eligible for awards under the
plan.
 
    No person is eligible for the grant of an incentive stock option if, at the
time of grant, such person owns stock constituting more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company unless
the exercise price of such option is at least one hundred ten percent (110%) of
the fair market value of such Common Stock subject to the option at the date of
grant and the option is not exercisable after the expiration of five (5) years
from the date of grant, or in the case of a restricted stock purchase award, the
purchase price is at least one hundred percent (100%) of the fair market value
of Common Stock subject to the award at date of grant. In addition, no person
shall be eligible to be granted options and stock appreciation rights covering
more than two hundred fifty thousand (250,000) shares of the Company's Common
Stock in any calendar year.
 
RESTRICTION ON STOCK BONUS AWARDS
 
    In February 2001, the Administrator approved an amendment to the plan,
restricting the total number of shares available to grant as stock bonus awards
or under restricted stock purchase agreements under the Incentive Plan to five
hundred thousand (500,000) shares of the Company's Common Stock.
 
TERM AND TERMINATION OF STOCK OPTIONS
 
    No option is exercisable after the expiration of ten (10) years from the
date it was granted.
 
    In the event an optionee's continuous status as an employee, director or
consultant is terminated, the optionee may exercise his or her option (to the
extent that the optionee was entitled to exercise it at the time of termination)
but only within the earlier of (i) the date three (3) months after the
termination of the optionee's continuous status as an employee, director or
consultant, or (ii) the expiration of the term of the option as set forth in the
option agreement.
 
    An optionee's option agreement may also provide that if the exercise of the
option following the termination of the optionee's continuous status as an
employee, director or consultant would result in
 
                                       30

<PAGE>
liability under Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act"), then the option shall terminate on the earlier of (i) the
expiration of the term of the option, or (ii) the expiration of a period three
(3) months after the termination of the optionee's continuous status as an
employee, director or consultant during which the exercise of the option would
not be in violation of such registration requirements.
 
    In the event an optionee's continuous status as an employee, director or
consultant terminates as a result of the optionee's death or disability, the
optionee (or such optionee's estate, heirs or beneficiaries) may exercise his or
her option, but only within the period ending on the earlier of (i) twelve
(12) months following such termination (or such longer or shorter period as
specified in the option agreement) or (ii) the expiration of the term of the
option as set forth in the option agreement.
 
    In the event a stock bonus or restricted stock recipient's continuous status
as an employee, director or consultant terminates, the Company may repurchase or
otherwise reacquire any or all of the shares of stock held by that person that
have not vested as of the date of termination under the terms of the stock bonus
or restricted stock purchase agreement between the Company and such person.
 
EXERCISE PRICE
 
    The exercise price of each incentive stock option will not be less than one
hundred percent (100%) of the fair market value of the Company's Common Stock on
the date of grant. The exercise price of each nonstatutory stock option will not
be less than eight-five percent (85%) of the fair market value on the date of
grant. The purchase price of restricted stock will not be less than eighty-five
percent (85%) of the fair market value of the Company's Common Stock on the date
such award is made. Stock bonuses may be awarded in consideration for past
services rendered to the Company or for its benefit. The closing price for the
Company's Common Stock on the record date was $30.188 per share, as reported by
National Association of Securities Dealers Automated Quotation/National Market.
 
CONSIDERATION
 
    The purchase price of stock acquired pursuant to a Stock Award is paid
either in cash at the time of exercise or purchase, or (if determined by the
Administrator at the time of grant for an option) by deferred payment or other
arrangement or in any other form of legal consideration that may be acceptable
to the Administrator. Additionally, in the case of an option and in the
discretion of the Administrator at the time of the grant of an option,
consideration may be paid by delivery to the Company of other Common Stock of
the Company. In the case of any deferred payment arrangement, interest will be
payable at least annually and will be charged at the minimum rate of interest
necessary to avoid the treatment as interest of amounts that are not stated to
be interest.
 
TRANSFERABILITY
 
    An incentive stock option shall not be transferable except by will or by the
laws of descent and distribution, and shall be exercisable during the lifetime
of the person to whom the incentive stock option is granted only by such person.
A nonstatutory stock option, stock bonus, or restricted stock award shall only
be transferable upon such terms and conditions as the Administrator shall
determine in its sole discretion at the time of grant. An optionee may designate
a beneficiary who may exercise his or her option after death.
 
VESTING
 
    The total number of shares of stock subject to an option may, but need not,
be allotted in periodic installments. The option agreement may provide that from
time to time during each of such installment periods, the option may become
exercisable ("vest") with respect to some or all of the shares allotted to
 
                                       31

<PAGE>
that period. The option agreement may also provide that an optionee may exercise
an option prior to full vesting, provided that the Company has a repurchase
right with respect to any unvested shares.
 
    Restricted stock purchase awards and stock bonuses granted under the
Incentive Plan may be granted subject to a repurchase option in favor of the
Company in accordance with a vesting schedule determined by the Administrator.
 
ADJUSTMENTS UPON CHANGE IN STOCK
 
    If any change is made in the Common Stock, without receipt of consideration
by the Company (through merger, consolidation, reorganization, recapitalization,
stock dividend, dividend in property other than cash, stock split, liquidation
dividend, combination of shares, exchange of shares, change in corporate
structure, or otherwise), the class(es) and maximum number of shares subject to
the Incentive Plan, the maximum annual award applicable under the Incentive Plan
and the class(es) and number of shares and price per share of stock subject to
outstanding Stock Awards will be appropriately adjusted.
 
    In the event of a "Change in Control" (defined below), holders of
outstanding stock options shall have the right to exercise, and shall be vested
as to, all outstanding stock options, including stock options that would not
otherwise be exercisable or vested. If outstanding stock options become fully
vested in the event of a Change in Control, the Administrator shall notify all
participants that their outstanding stock options shall be fully exercisable for
a period of three (3) months (or such other period of time not exceeding six
(6) months as is determined by the Administrator at the time of the grant) from
the date of such notice, and any unexercised options shall terminate upon the
expiration of such period.
 
    In the event of a "Covered Termination" (defined above under "Termination
Arrangements") following a Change in Control, holders of outstanding restricted
stock shares shall be vested as to all shares, including shares which otherwise
were not then vested.
 
   
    For purposes of the Incentive Plan, "Change in Control" means the
consummation of any of the following transactions:
    
 
        (1) a merger or consolidation of the Company or Bank with any other
    corporation, other than a merger or consolidation which would result in
    beneficial owners of the total voting power in the election of directors
    represented by the voting securities ("Voting Securities") of the Company or
    Bank (as the case may be) outstanding immediately prior thereto continuing
    to beneficially own securities representing (either by remaining outstanding
    or by being converted into voting securities of the surviving entity) at
    least fifty percent (50%) of the total Voting Securities of the Company or
    Bank, or of such surviving entity, outstanding immediately after such merger
    or consolidation;
 
        (2) the filing of a plan of liquidation or dissolution of the Bank or
    the closing of the sale, lease, exchange or other transfer or disposition by
    the Company or Bank of all or substantially all of the Bank's assets;
 
        (3) any person (as such term is used in Sections 13(d) and 14(d) of the
    Securities Exchange Act of 1934, as amended (the "Exchange Act")), other
    than (A) a trustee or other fiduciary holding securities under an employee
    benefit plan of the Company or Bank, (B) a corporation owned directly or
    indirectly by the shareholders of Company in substantially the same
    proportions as their beneficial ownership of stock in the Company, or
    (C) Company (with respect to Company's ownership of the stock of the Bank),
    is or becomes the beneficial owner (within the meaning of Rule 13d-3 under
    the Exchange Act), directly or indirectly, of the securities of the Company
    or Bank representing 50% or more of the Voting Securities; or
 
        (4) any person (as such term is used in Sections 13(d) or 14(d) of the
    Exchange Act), other than (a) a trustee or other fiduciary holding
    securities under an employee benefit plan of the Company or Bank, (b) a
    corporation owned directly or indirectly by the shareholders of the Company
    in
 
                                       32

<PAGE>
    substantially the same proportions as their ownership of stock in Bank, or
    (c) Company (with respect to the Company's ownership of the stock of the
    Bank) is or becomes the beneficial owner (within the meaning or Rule 13d-3
    under the Exchange Act), directly or indirectly, of the securities of the
    Company or Bank representing 25% or more of the Voting Securities of such
    corporation, and within twelve (12) months of the occurrence of such event,
    a change in the composition of the Board of Directors of Company occurs as a
    result of which sixty percent (60%) or fewer of the directors are Incumbent
    Directors.
 
AMENDMENT OF THE INCENTIVE PLAN
 
    The Administrator at any time, and from time to time, may amend the
Incentive Plan. However, no amendment shall be effective unless approved by the
stockholders of the Company if stockholder approval is required in order for the
Incentive Plan to satisfy the requirements of Section 422 of the Code, or to
comply with the requirements of Rule 16b-3 or the Nasdaq National Market listing
requirements.
 
RESTRICTION ON REPRICING OF STOCK OPTIONS UNDER THE INCENTIVE PLAN
 
    The Administrator must also get stockholder approval of repricings of stock
options granted under the Incentive Plan. The Administrator may in its sole
discretion submit any other amendment to the Incentive Plan for stockholder
approval.
 
TERMINATION OR SUSPENSION OF THE INCENTIVE PLAN
 
    The Administrator may suspend or terminate the Incentive Plan at any time.
Unless sooner terminated, the Incentive Plan shall terminate on December 18,
2006. No Stock Awards may be granted under the Incentive Plan while the
Incentive Plan is suspended or after it is terminated.
 
FEDERAL INCOME TAX INFORMATION
 
    INCENTIVE STOCK OPTIONS.  Incentive stock options under the Incentive Plan
are intended to be eligible for the favorable federal income tax treatment
accorded "incentive stock options" under the Code.
 
    There generally are no federal income tax consequences to the optionee of
the Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock option may increase the optionee's
alternative minimum tax liability, if any.
 
    If an optionee holds stock acquired through exercise of an incentive stock
option for at least two years from the date on which the option is granted and
at least one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be long-term capital gain or loss. Generally, if the optionee
disposes of the stock before the expiration of either of these holding periods
(a "disqualifying disposition"), at the time of disposition, the optionee will
realize taxable ordinary income equal to the lesser of (a) the excess of the
stock's fair market value on the date of exercise over the exercise price, or
(b) the optionee's actual gain, if any, on the purchase and sale. The optionee's
additional gain, or any loss, upon the disqualifying disposition will be a
capital gain or loss, which will be long-term or short-term depending on whether
the stock was held for more than one year. Capital gains currently are generally
subject to lower tax rates than ordinary income. The maximum long-term capital
gains rate for federal income tax purposes is currently 20% while the maximum
federal ordinary income rate is effectively 39.6% at the present time. Slightly
different rules may apply to optionees who acquire stock subject to certain
repurchase options.
 
    To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will generally be entitled (subject to
the requirement of reasonableness and the satisfaction of a tax reporting
obligation) to a corresponding business expense deduction in the tax year in
which the disqualifying disposition occurs.
 
                                       33

<PAGE>
    NONSTATUTORY STOCK OPTIONS.  Nonstatutory stock options granted under the
Incentive Plan generally have the following federal income tax consequences:
 
    There are no tax consequences to the optionee or the Company by reason of
the grant of a nonstatutory stock option. Upon exercise of a nonstatutory stock
option, the optionee normally will recognize taxable ordinary income equal to
the excess of the stock's fair market value on the date of exercise over the
option exercise price. Generally, with respect to employees, the Company is
required to withhold taxes from regular wages or supplemental wage payments an
amount based on the ordinary income recognized. Subject to the requirement of
reasonableness and the satisfaction of a reporting obligation, the Company will
generally be entitled to a business expense deduction equal to the taxable
ordinary income realized by the optionee. Upon disposition of the stock, the
optionee will recognize a capital gain or loss equal to the difference between
the selling price and the purchase price (to the extent not recognized as
taxable income as described above) which will be deemed long or short-term
depending on whether the stock was held for more than one year. Slightly
different rules may apply to optionees who acquire stock subject to certain
repurchase options or who are subject to Section 16(b) of the Exchange Act.
 
    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.
 
PARTICIPATION IN INCENTIVE PLAN
 
    The grant of Stock Awards under the Incentive Plan to employees, including
the executive officers named in the Summary Compensation Table, is subject to
the discretion of the Board. As of the date of this proxy statement, there has
been no determination made by the Administrator with respect to future
discretionary awards to employees or consultants under the Incentive Plan.
Accordingly, future awards to employees and consultants are not determinable.
Non-employee directors also are eligible to participate in the Incentive Plan.
See "Director Compensation" above for a discussion of grants made to directors
to date (subject to the stockholders' approval of the Incentive Plan).
 
                                       34

<PAGE>
    The following table sets forth information with respect to the grant of
options under the 1997 Equity Incentive Plan during the last fiscal year to the
executive officers named in the Summary Compensation Table, to all current
executive officers as a group and to all other employees as a group:
 
                       TABLE 4--1997 PLAN BENEFITS TABLE
                               STOCK OPTION PLAN
 
   

<TABLE>
<CAPTION>
                                                                                       NUMBER OF
                                                                   DOLLAR VALUE    SHARES SUBJECT TO
NAME OR IDENTITY OF GROUP                   POSITION               OF OPTIONS(1)    OPTIONS GRANTED
-------------------------        -------------------------------   -------------   -----------------
<S>                              <C>                               <C>             <C>
L. Blake Baldwin...............  Manager of the Bank's              $   236,880           10,000
                                 Organizational and Cultural
                                 Development Group
 
John C. Dean...................  President and Chief Executive      $        --               --
                                 Officer of the Company
 
Harry W. Kellogg, Jr...........  Manager of Strategic               $   314,850           12,500
                                 Initiatives Group
 
Marc J. Verissimo..............  Manager of the Risk Management     $   473,760           20,000
                                 Group
 
Kenneth P. Wilcox..............  Chief Executive Officer of the     $   392,820           15,000
                                 Bank
 
All Current Executive Officers
  as a Group...................                                     $ 4,217,580          167,500
 
All Other Employees as a
  Group........................                                     $53,958,292        1,881,100
 
All Outside Directors as a
  Group........................                                     $   555,852           16,500
</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
    on the date grants were approved by the Board of Directors of the Company,
    as quoted in the National Association of Securities Dealers Automated
    Quotation/National Market. The average exercise price of the options was
    $28.431.
    
 
                                       35

<PAGE>

                                 PROPOSAL NO. 4
              RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
 
  THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF AUDITORS
 
    The firm of KPMG LLP has been approved by the Audit and Finance Committee
and the Board of Directors of the Company to be the independent auditor of the
Company for the 2001 fiscal year. KPMG LLP has audited the Company's financial
statements since November 1994. The stockholders are being asked to ratify the
selection of KPMG LLP. If the stockholders do not ratify such selection by the
affirmative vote of a majority of the Votes Cast, the Board will reconsider its
selection.
 
    Representatives from the firm of KPMG LLP will be present at the Annual
Meeting of Stockholders and afforded the opportunity to make a statement if they
desire to do so, and will be available to respond to stockholders' questions.
 
                             STOCKHOLDER PROPOSALS
 
    Stockholders are entitled to present proposals for action at a forthcoming
Annual Meeting of Stockholders only if they comply with the applicable
requirements of corporate law, the proxy rules and the Company's Bylaws. Any
stockholder proposal intended to be presented at the 2002 Annual Meeting of
Stockholders of the Company that a stockholder desires to have included in the
Company's Proxy Statement relating to such meeting must be received at the
Company's principal executive office on or before November 15, 2001 in order to
be considered for possible inclusion in the Company's Proxy Statement and form
of proxy relating to such annual meeting.
 
    Under the Company's bylaws, in order for a stockholder proposal to be deemed
properly presented, notice must be delivered to the Secretary of the Company,
not less than 60 days nor more than 90 days prior to the Annual Meeting;
provided, however, if less than 65 days' notice of the date of the Annual
Meeting has been given, notice by the stockholder to be timely must be received
by the Company no later than the close of business on the seventh (7th) day
following the day on which such notice of the Annual Meeting was mailed. The
deadline computed in accordance with the foregoing is referred to as the "Bylaw
Deadline." The stockholder's notice must set forth, as to each proposed matter:
(a) a brief description of the business and reason for conducting such business
at the meeting; (b) the name and address as they appear on the Company's books
of the stockholder proposing such business, or the name of the beneficial holder
or other party on whose behalf the proposal is made; (c) the class and number of
shares of the Company owned by the stockholder or beneficial holder or other
party on whose behalf the proposal is made; and (d) any material interest of the
stockholder or beneficial holder or other party on whose behalf the proposal is
made in such business. The presiding officer of the meeting may refuse to
acknowledge any matter not made in compliance with the foregoing procedure.
 
    If stockholder wishes to present a proposal at the Company's annual meeting
in the year 2001 and the proposal is not intended to be included in the
Company's proxy statement relating to that meeting, the stockholder must give
advance notice to the Company prior to the Bylaw Deadline for such meeting
determined in accordance with the Bylaws, as described above. If a stockholder
gives notice of such a proposal after the Bylaw Deadline, the stockholder will
not be permitted to present the proposal to the stockholders for a vote at the
meeting.
 
    SEC rules also establish a different deadline for submission of stockholder
proposals that are not intended to be included in the Company's proxy statement
with respect to discretionary voting (the "Discretionary Vote Deadline"). The
Discretionary Vote Deadline for the year 2002 annual meeting is January 29, 2002
(45 calendar days prior to the anniversary of the mailing date of this proxy
statement). If a stockholder gives notice of such a proposal after the
Discretionary Vote Deadline, the Company's proxy holders will be allowed to use
their discretionary voting authority to vote against the stockholder proposal
when and if the proposal is raised at the Company's year 2002 annual meeting.
Because the Bylaw
 
                                       36

<PAGE>
Deadline is not capable of being determined until the Company publicly announces
the date for its next annual meeting, it is possible that the Bylaw Deadline may
occur after the Discretionary Vote Deadline. In such a case, a proposal received
after the Discretionary Vote Deadline but before the Bylaw Deadline would be
eligible to be presented at next year's annual meeting and the Company believes
that its proxy holders would be allowed to use the discretionary authority
granted by the proxy card to vote against the proposal at the meeting without
including any disclosure of the proposal in the proxy statement relating to such
meeting.
 
    The Company has not been notified by any stockholder of his or her intent to
present a stockholder proposal from the floor at this year's Annual Meeting. The
enclosed proxy card grants the proxy holders discretionary authority to vote on
any matter properly brought before the Annual Meeting, including any stockholder
proposals received between the date of this proxy statement and the Bylaw
Deadline for this year's Annual Meeting, which is March 23, 2001.
 
                               2000 ANNUAL REPORT
 
    Enclosed is a copy of the Company's 2000 Annual Report to Stockholders,
including financial statements for the year ended December 31, 2000. Also
enclosed is a copy of the Company's Annual Report on Form 10-K (without
exhibits) for the year ended December 31, 2000 as filed with the Securities and
Exchange Commission. Stockholders who wish to obtain additional copies of the
Annual Report to Stockholders or the Annual Report on Form 10-K should address a
written request to Investor Relations, Silicon Valley Bancshares, 3003 Tasman
Drive, Santa Clara, California 95054.
 
 
                                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
 
                                          /s/ A. Catherine Ngo
 
                                          A. Catherine Ngo
                                          CORPORATE SECRETARY
 
Santa Clara, California
March 16, 2001
 
                                       37

<PAGE>
                                   EXHIBIT A
                                    CHARTER
                                       OF
                       JOINT AUDIT AND FINANCE COMMITTEE
                                       OF
                              SILICON VALLEY BANK
                                      AND
                           SILICON VALLEY BANCSHARES
 
                                   ARTICLE 1
                                    PURPOSE
 
    SECTION 1.1 GENERAL PURPOSE.  The Joint Audit and Finance Committee (the
"Audit and Finance Committee") of Silicon Valley Bank (the "Bank") and Silicon
Valley Bancshares (the "Company") shall have oversight responsibility for the
integrity of the financial reporting process and internal controls of the Bank
and the Company (the Bank and the Company may be referred to collectively
hereafter as the "Company") as well as oversight responsibility for the Bank's
investment and funds management policies. The Audit and Finance Committee shall
have oversight responsibility for the Bank's regulatory compliance program to
ensure compliance with laws, regulations and Bank policies. The Audit and
Finance Committee shall assist management in the selection of the independent
auditor for the Company (the "Independent Auditor") and shall assist the
Independent Auditor in preserving his or her independence. The Audit and Finance
Committee shall work with management and the Independent Auditor to review the
adequacy of internal control systems, including internal audit and credit review
activities, in seeking to ensure the adequacy of financial reporting and
regulatory compliance. The Audit and Finance Committee, working with management,
shall also seek to ensure that the involvement of the Company's internal audit
staff is appropriate and properly coordinated with the Independent Auditor.
 
    SECTION 1.2 REPORTING TO BOARD; BOARD RESPONSIBILITY.  The Audit and Finance
Committee shall report regularly to the Boards of Directors of the Bank and the
Company (the Bank's Board of Directors and the Company's Board of Directors may
be referred to collectively hereafter as the "Board"). The Board and management
shall ensure that the Audit and Finance Committee has adequate resources and
authority to discharge its responsibilities.
 
                                   ARTICLE 2
                                  DEFINITIONS
 
    SECTION 2.1 AFFILIATE.  An "Affiliate" of the Bank, the Company or any other
entity shall mean an entity that directly or indirectly controls, is controlled
by or is under common control with, the Bank, the Company or the other entity,
as the case may be. For these purposes, the term "control" shall have the same
meaning as set forth in 12 C.F.R. Section 225.2(e).
 
    SECTION 2.2 AUDIT SERVICES.  "Audit Services" means services required to be
performed by the Independent Auditor under Section 36 of the Federal Deposit
Insurance Act, as amended, and the rules and regulations promulgated thereunder.
 
    SECTION 2.3 CALL REPORT.  A "Call Report" for any period is the consolidated
Report of Condition and Income for the Bank.
 
    SECTION 2.4 FINANCIAL REPORTING.  The "Financial Reporting" of the Company
is the recording, processing, summarizing and presenting of financial data in
annual Financial Statements, interim Financial Statements and regulatory
reports.
 
                                      A-1

<PAGE>
    SECTION 2.5 FINANCIAL STATEMENTS.  The "Financial Statements" of the Company
are the statements and accompanying footnotes that are intended to show the
financial position of the Company at a point in time, the results of operations
and the cash flows of the Company, over a period of time. For purposes of this
Charter, "Financial Statements" shall include the consolidated financial
statements of the Company and the Bank as permitted by applicable law and
regulations.
 
    SECTION 2.6 GOVERNMENTAL ENTITY.  A "Governmental Entity" shall mean:
 
    (a) Any national government, political subdivision thereof or local
       jurisdiction therein; or
 
    (b) Any board, commission, department, division, organ, instrumentality,
       court or agency of any entity described in (a) above, however
       constituted.
 
    SECTION 2.7 INDEPENDENT AUDITOR.  An "Independent Auditor" is any individual
who performs or participates in providing Audit Services to the Company, and any
accounting firm, including a corporation, proprietorship, partnership or other
business comprised of Independent Auditors providing Audit Services to the
Company.
 
    SECTION 2.8 OUTSIDE DIRECTOR.  An "Outside Director" of the Company or the
Bank is a director of the Company or of the Bank whom the Board determines (such
determination to be made at least annually):
 
    (a) Is not employed by the Company, the Bank, or any of their respective
       Affiliates for the current year or any of the past three years;
 
    (b) Has not accepted any compensation from the Company, the Bank, or any of
       their respective Affiliates in excess of $60,000 during the previous
       fiscal year, other than compensation for board service, benefits under a
       tax-qualified retirement plan, or non-discretionary compensation;
 
    (c) Is not a member of the immediate family of an individual who is, or has
       been in any of the past three years, employed by the Company, the Bank,
       or any of its respective Affiliates as an executive officer. Immediate
       family includes a person's spouse, parents, children, siblings,
       mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law,
       daughter-in-law, and anyone who resides in such person's home;
 
    (d) Is not a partner in, or a controlling shareholder or an executive
       officer of, any for-profit business organization to which the Company,
       the Bank, or any of their respective Affiliates made, or from which the
       Company, the Bank, or any of their respective Affiliates received,
       payments (other than those arising solely from investments in the
       securities of the Company or its respective Affiliates) that exceed 5% of
       the Company's, the Bank's, or any of their respective Affiliates' or
       business organization's consolidated gross revenues for that year, or
       $200,000, whichever is more, in any of the past three years;
 
    (e) Is not employed as an executive of another entity where any of the
       company's executives serve on that entity's compensation committee.
 
    As such, the Chief Executive Officer of the Company shall not be a member of
the Audit and Finance Committee.
 
                                   ARTICLE 3
                                  ORGANIZATION
 
    SECTION 3.1 MEMBERSHIP.  The Audit and Finance Committee shall consist of
not less than three and not more than seven Outside Directors. All Outside
Directors shall be financially literate, and at least one Outside Director shall
have accounting or other related financial management expertise.
 
    SECTION 3.2 APPOINTMENT AND TERM.  The Executive Committee of the Bank's
Board shall nominate the Chair and other members of the Audit and Finance
Committee for a term of one year, subject to approval
 
                                      A-2

<PAGE>
by the Bank's Board and the Company's Board. A new Chair shall be appointed as
of the date of each annual Organizational Meeting of the Bank's Board.
 
    SECTION 3.3 DUTIES OF CHAIR.  The Chair shall preside at all meetings of the
Audit and Finance Committee and shall perform such other duties as may be
assigned by the Board from time to time.
 
    SECTION 3.4 SECRETARY OF COMMITTEE.  The Chair of the Audit and Finance
Committee shall appoint a Secretary of the Audit and Finance Committee. The
Secretary is not required to be a member of the Board, but must be an employee
of the Company and/or Bank approved by the Committee.
 
    SECTION 3.5 RESIGNATION.  Any member of the Audit and Finance Committee may
resign, effective upon giving written notice to the Chair of the Bank's Board or
the Company's Board unless the notice specifies a later time for the
effectiveness of the resignation. If the resignation is effective at a later
time, a successor may be appointed to fill the vacancy on the Audit and Finance
Committee when the resignation becomes effective.
 
    SECTION 3.6 VACANCIES.  All vacancies on the Audit and Finance Committee,
however created, may be filled by a majority vote of the Executive Committee of
the Bank's Board, subject to approval by the Bank's Board and the Company's
Board. Each member of the Audit and Finance Committee so appointed shall hold
office until the expiration of the term for which appointed and until a
successor is appointed and qualified.
 
    SECTION 3.7 REGULAR MEETINGS.  Regular meetings of the Audit and Finance
Committee shall be held at the time and place as the Audit and Finance Committee
shall determine. The Audit and Finance Committee shall meet prior to the
commencement of the annual audit with the Independent Auditor to review the
scope of the audit. The Audit and Finance Committee also shall meet with
management, and at the Audit and Finance Committee's discretion, with the
Independent Auditor, shortly before the public release of the Financial
Statements for any quarter of the fiscal year to review the Financial Statements
for that period. The Audit and Finance Committee may provide for other regular
meetings of the Audit and Finance Committee in its discretion. Regular meetings
of the Audit and Finance Committee may be held without notice. Any change in the
time or place of a regularly scheduled meeting shall require:
 
    (a) The consent of a majority of the members of the Audit and Finance
       Committee; and
 
    (b) Four days' notice by mail or twenty-four hours' notice received
       personally, by telephone, telegraph, facsimile or similar transmission.
 
    SECTION 3.8 SPECIAL MEETINGS.  Special meetings of the Audit and Finance
Committee may be called at any time by the Chair of the Audit and Finance
Committee, any two voting members thereof, the Chair of the Bank's Board or the
Company's Board, or by a majority of the Bank's Board or the Company's Board.
Special meetings may be held upon four days' notice by mail or twenty-four
hours' notice received personally, by telephone, telegraph, facsimile or similar
transmission. Notice of special meetings need not be given to any member who:
 
    (a) Before or after the meeting, signs (i) a waiver of notice, (ii) a
       consent to holding the meeting, or (iii) an approval of the subject
       minutes; or
 
    (b) Attends the meeting without protesting the lack of notice to such
       member.
 
    SECTION 3.9 VOTING.  If the Audit and Finance Committee is comprised of an
even number of directors, one-half of the number of directors shall constitute a
quorum for the transaction of business. If the Audit and Finance Committee is
comprised of an odd number of directors, a majority of the Audit and Finance
Committee members shall constitute a quorum for the transaction of business.
Every action consented to by a majority of the Audit and Finance Committee
members present at a meeting (at which a quorum is present) shall be regarded as
an act of the Audit and Finance Committee, unless other consent is required
 
                                      A-3

<PAGE>
pursuant to this Charter, the Articles of Incorporation or Bylaws of the Bank or
the Company, or applicable law.
 
    SECTION 3.10 MINUTES.  The Secretary of the Audit and Finance Committee
shall maintain minutes and other relevant records of the meetings and activities
of the Audit and Finance Committee. The minutes shall be made available for
review by the Board and by any regulatory agency having jurisdiction over the
affairs of the Bank or the Company. In the event of any meeting in Executive
Session or otherwise if the Secretary is not present, an Acting Secretary shall
be designated by the Chair of the Audit and Finance Committee for the purpose of
recording the minutes of actions taken at the meeting or Executive Session
thereof.
 
    SECTION 3.11 TELEPHONE CONFERENCE MEETINGS.  Members of the Audit and
Finance Committee may participate in a meeting through use of conference
telephone or similar communication equipment, so long as all members
participating in the meetings can hear one another. Participation in a meeting
pursuant to this Section constitutes presence in person at the meeting.
 
    SECTION 3.12 ACCESS TO COUNSEL.  The Audit and Finance Committee may retain
its own outside counsel, to be paid at the expense of the Bank or the Company
(as appropriate), at the discretion of the Audit and Finance Committee and
without the prior permission or approval of the Board or of the management of
the Bank or the Company.
 
    SECTION 3.13 AUTHORITY TO MEET WITH AUDIT PERSONNEL.  The Audit and Finance
Committee shall have the authority, without obtaining the permission of the
Board or of management, to meet at any time with the Independent Auditor or any
of the Company's or the Bank's internal audit personnel without including any of
the other members or representatives of the management of the Bank or the
Company in the meeting.
 
    SECTION 3.14 AUDIT LIAISON.
 
    (a) AUDIT AND FINANCE COMMITTEE APPOINTMENT OF THE AUDIT LIAISON. The Audit
       and Finance Committee shall appoint an Audit Liaison for the Company, who
       shall serve at the pleasure of the Audit and Finance Committee, and who
       shall report directly to the Chair of the Audit and Finance Committee.
       The Audit Liaison shall meet with the Audit and Finance Committee on a
       regular basis, attend meetings of the Audit and Finance Committee and
       report regularly on the activities of the internal auditing relationship.
 
    (b) AUDIT LIAISON'S RELATIONSHIP WITH BANK MANAGEMENT. The Audit Liaison
       shall be available to the Chief Executive Officer, President, Chief
       Financial Officer and other officers of the Bank and the Company for
       opinions and advice concerning the Company's and the Bank's internal
       controls. In particular, the Audit Liaison shall advise the Chief
       Executive Officer, President, Chief Financial Officer and other officers
       of the Bank and the Company as to whether the accounting systems,
       internal controls and policies and procedures are adequate, efficient,
       effective and followed by Bank and Company personnel.
 
    (c) AUDIT LIAISON'S ANNUAL PERFORMANCE REVIEW. The Audit and Finance
       Committee shall have input into the Liaison's annual performance review
       as it pertains to the specific functions described in Item (a) of this
       Section.
 
    SECTION 3.15 AMENDMENTS.
 
    (a) GENERAL. This Charter of the Audit and Finance Committee may be amended
       only by a resolution adopted by a majority of the Outside Directors of
       the Board of the Company and the Bank (whether or not constituting a
       quorum of the entire Board).
 
                                      A-4

<PAGE>
                                   ARTICLE 4
                          DUTIES AND RESPONSIBILITIES
 
    SECTION 4.1 DUTIES AND RESPONSIBILITIES.  In accomplishing the purposes of
the Audit and Finance Committee (as set forth in Article 1 above), the Audit and
Finance Committee has the following duties and responsibilities:
 
    (a) APPROVAL OF SELECTION AND TERMINATION OF INDEPENDENT AUDITOR. The Audit
       and Finance Committee shall approve the selection and termination of the
       Independent Auditor and, prior to the commencement of any proposed audit
       of the Company's or Bank's financial records or Financial Reporting by
       the Independent Auditor, the Audit and Finance Committee shall review and
       approve the scope and the approach of the proposed audit.
 
       (1) AUDITOR'S INDEPENDENCE. The Audit and Finance Committee shall ensure
           the independence of the Independent Auditor and shall obtain from the
           Independent Auditor an annual written statement delineating all
           relationships between the Independent Auditor, and on the one hand,
           and the Company, the Bank, and their respective Affiliates, on the
           other, consistent with Independence Standards Board Standard 1.
 
       (2) COMMUNICATION WITH AUDITOR. The Audit and Finance Committee has the
           responsibility for actively engaging in a dialogue with the
           Independent Auditor with respect to any disclosed relationships or
           services that may impact the objectivity and independence of the
           Independent Auditor and for taking, or recommending that the full
           Board take, appropriate action to oversee the independence of the
           Independent Auditor.
 
       (3) INDEPENDENT AUDITOR'S ACCOUNTABILITY TO THE BOARD AND COMMITTEE. The
           Audit and Finance Committee shall have a clear understanding with the
           Independent Auditor that the Independent Auditor is ultimately
           accountable to the Board and the Audit and Finance Committee, and the
           Audit and Finance Committee has the ultimate authority and
           responsibility to select, evaluate and, where appropriate, terminate
           the Independent Auditor's services.
 
    (b) REVIEW OF FINANCIAL STATEMENTS. The Audit and Finance Committee shall
       review all Financial Statements prepared at or as of, or for any period
       ending on, the last day of any fiscal quarter or year of the Company,
       including all Call Reports prepared with respect to the Bank, prior to
       the filing of the Financial Statements with any Governmental Entity or
       the release of the Financial Statements to the general public.
 
    (c) REVIEW OF ADJUSTMENTS, SUGGESTIONS AND DISAGREEMENTS. The Audit and
       Finance Committee shall review all significant adjustments made to the
       Financial Statements at the suggestion of the Independent Auditor and
       address all significant disagreements between the Independent Auditor and
       the management of the Company or the Bank. Management shall advise the
       Audit and Finance Committee of any significant accounting issue on which
       it seeks to obtain an opinion from any auditor other than the Independent
       Auditor. The Audit and Finance Committee shall review any significant
       suggestions for improvements to the Company's or the Bank's internal
       financial controls or Financial Reporting practices and procedures
       provided to management by the Independent Auditor or by any Governmental
       Entity.
 
    (d) OVERSIGHT OF INTERNAL ACCOUNTING CONTROLS. The Audit and Finance
       Committee shall review the adequacy of the Bank's and the Company's
       systems and procedures of internal accounting controls over Financial
       Reporting. The Audit and Finance Committee shall review the handling by
       the Company's and the Bank's management of any material inadequacies or
       reportable conditions identified by internal auditing personnel or the
       Independent Auditor in the systems and procedures of internal accounting
       controls.
 
                                      A-5

<PAGE>
    (e) INTERNAL AUDIT FUNCTION. The Audit and Finance Committee shall, not less
       than quarterly, evaluate the activities and utilization of the Company's
       and the Bank's internal audit relationship. In addition, the Audit and
       Finance Committee shall evaluate, not less than annually, the
       qualifications and effectiveness of the internal audit relationship. The
       Audit and Finance Committee shall review with the Audit Liaison, the
       Audit and Finance Committee's assessments of the adequacy of internal
       controls, including identified material weaknesses in internal controls
       and measures for detection and prevention of management override or
       compromise of the internal control system. Finally, the Audit and Finance
       Committee shall work with the Audit Liaison to assure comprehensive
       coverage of the Bank's and the Company's operations by audits.
 
    (f) DUTIES PROVIDED FOR UNDER APPLICABLE LAW. The Audit and Finance
       Committee shall have all such other duties and responsibilities
       specifically provided for as audit committee responsibilities under
       applicable law.
 
    (g) COMPLIANCE WITH ACCOUNTING STANDARDS AND BANKING REGULATIONS. The Audit
       and Finance Committee shall evaluate the Bank's and the Company's
       compliance with accounting standards and applicable banking laws and
       regulations having a material impact on the Financial Statements.
 
    (h) AUDIT PLANS. The Audit Liaison shall present an annual audit plan to the
       Audit and Finance Committee for review and approval. From time to time,
       the Audit Liaison may request modifications in the annual audit plan
       based upon the internal audit relationship's findings or changes in the
       Bank's or the Company's internal control systems.
 
    (i) OVERSIGHT OF INVESTMENT AND FUNDS MANAGEMENT POLICIES. The Audit and
       Finance Committee shall have oversight responsibility with respect to the
       Bank's investment and funds management policies. The four components of
       the Bank's investments and funds management policies are:
 
       (1) INVESTMENT POLICY.
 
           (a) With the assistance of the Bank's Chief Financial Officer and
               other officers, the Audit and Finance Committee shall approve any
               modifications to the Bank's investment policy. The investment
               portfolio provided for in the policy shall be managed to meet the
               following objectives:
 
                (i) LIQUIDITY. The investment portfolio shall be used to provide
                    the funds necessary to address day-to-day, cyclical and
                    long-term changes in the mix of the Bank's assets and
                    liabilities. The investments shall be readily marketable,
                    and shall be able to be sold in an adverse market without
                    significant losses.
 
                (ii) DIVERSIFICATION. The investment portfolio shall complement
                     and offset the market, credit and interest rate risk
                     characteristics of the Bank's loan portfolio. The
                     investment portfolio shall be concentrated in high quality
                     investments. In addition, the portfolio shall not be
                     concentrated in any one type of security or in any
                     geographical area.
 
               (iii) ASSET/LIABILITY MANAGEMENT. The investment portfolio shall
                     be used in the Bank's overall management of interest rate
                     risk, since the investment portfolio can be adjusted
                     relatively quickly (as compared to the loan and deposit
                     portfolio) when there are changes in market conditions and
                     in the Bank's overall needs. The investment policy shall be
                     interdependent with the Bank's Asset/Liability Management
                     Policy.
 
                (iv) COLLATERAL FOR PLEDGING. The investment portfolio shall
                     provide collateral that the Bank may need to pledge against
                     public and bankruptcy deposits, repurchase
 
                                      A-6

<PAGE>
                     agreements, at the Federal Reserve Bank discount window or
                     to support hedging activities.
 
                (v) LOCAL COMMUNITY SUPPORT. The Bank may purchase non-rated
                    securities from political subdivisions in the Bank's primary
                    market areas, in effort to support the economic development
                    of the community. In these instances, the management must
                    have sufficient knowledge of the issuer to make the
                    necessary credit evaluation. For purposes of the Bank's
                    investment policy, "primary market area" shall be the
                    delineated communities in the Bank's Community Reinvestment
                    Act Statement.
 
                (vi) TAX MANAGEMENT. Where possible, the Bank's investments
                     shall take into account applicable tax advantages, in
                     efforts to manage the Bank's tax liability. The tax status
                     of all investments shall be reviewed regularly and, where
                     possible, the Bank shall negotiate contractual terms of the
                     Bank's investments to mitigate the adverse effects of the
                     tax status of its investments.
 
           (b) The Audit and Finance Committee shall work with management to
               monitor the Bank's compliance with the investment policy.
 
    (2) LIQUIDITY AND FUNDS MANAGEMENT POLICY.
 
       (a) With the assistance of the Bank's Chief Financial Officer and other
           officers, the Audit and Finance Committee shall approve any
           modifications to the Bank's liquidity and funds management policy.
           The Bank's liquidity and funds management policy shall provide for
           sufficient liquid assets to cover all reasonably foreseeable demands
           for cash, taking into account the following:
 
            (i) Deposit stability;
 
            (ii) Current liquidity position;
 
           (iii) Anticipated funding requirements of all of the Bank's
                 commitments and letters of credit;
 
            (iv) Ability to control funding needs; and
 
            (v) The Bank's potential sources of funds.
 
       (b) The Audit and Finance Committee shall work with management to monitor
           the Bank's compliance with the liquidity management policy.
 
    (3) ASSET/LIABILITY MANAGEMENT POLICY.
 
       (a) With the assistance of the Bank's Chief Financial Officer and other
           officers, the Audit and Finance Committee shall approve any
           modifications to the Bank's asset/liability management policy. The
           policy shall state the Bank's asset/liability objectives. The Bank's
           investment policy (see discussion above) shall take into account the
           Bank's asset/liability management policy.
 
       (b) The Audit and Finance Committee shall work with management to monitor
           the Bank's compliance with the asset/liability management policy.
 
                                      A-7

<PAGE>
    (4) CAPITAL MANAGEMENT POLICY.
 
       (a) With the assistance of the Bank's Chief Financial Officer and other
           officers, the Audit and Finance Committee shall approve any
           modifications to the capital adequacy goals for the Bank. The goals
           shall take into account the following:
 
            (i) The Bank's projected growth rate;
 
            (ii) The Bank's future profitability;
 
           (iii) The Bank's future levels of dividends; and
 
            (iv) The Bank's legally required ratio of capital to assets.
 
       (b) The Audit and Finance Committee shall work with management to monitor
           the Bank's capital position, including making dividend
           recommendations in accordance with the Bank's capital adequacy goals.
 
    (j) REGULATORY COMPLIANCE. The Audit and Finance Committee is responsible
       for monitoring the Bank's compliance with internal controls, policies and
       procedures, laws, and regulations.
 
    (1) ENSURING COMPLIANCE WITH REGULATIONS. The Audit and Finance committee
       shall ensure that the Bank is making its best effort to comply with
       increasing levels of regulation. The committee may rely on internal and
       external specialists to conduct periodic reviews for compliance with
       regulations.
 
    (2) COMMUNITY REINVESTMENT ACT. The Audit and Finance Committee shall ensure
       the Bank is supporting its community in accordance with the Community
       Reinvestment Act. The committee will review the Bank's performance under
       this act, and review and approve the Bank's CRAperformance.
 
    (3) REVIEW AND APPROVAL OF POLICIES. The Audit and Finance Committee should
       ensure and assess management's integrity in developing policies with
       respect to financial and compliance related items. This responsibility
       for a detailed review of policies may be delegated to outside
       professionals and/or internal auditors. When the review of policies is
       delegated, the committee is responsible for ensuring that the reviewers
       are qualified, and must evaluate the appropriateness of the reviewers'
       recommendations and management's response.
 
    (4) SUSPICIOUS ACTIVITY REPORTS. In the event that a Suspicious Activity
       Report ("SAR") must be filed, in accordance with the Bank Secrecy Act and
       Bank policy, the SAR must be reviewed at the next scheduled meeting of
       the Board's Audit & Finance Committee. In the event that the SAR involves
       an insider, or is of significant dollar amount or impact to the Bank, a
       recommendation by the Bank's legal department will be presented to the
       Board's Audit & Finance Committee, who will determine whether
       presentation to the full Board is necessary.   In the event that the SAR
       involves a member of the Board, the Legal Department may submit the
       report to another Board Committee as necessary to maintain
       confidentiality.
 
    (5) APPOINTMENT OF OFFICERS. The Audit and Finance Committee has the
       responsibility for appointing the Bank's Community Reinvestment Act
       Officer, Bank Secrecy Act Officer, Audit Liaison, and the Bank's Security
       Officer.
 
    SECTION 4.2 REVIEW AND APPROVAL OF INSURANCE POLICIES.  The Audit and
Finance Committee shall have responsibility for reviewing and approving the
Bank's insurance policies, including the directors' and officers' liability
policy. In this regard, the Audit and Finance Committee shall work with
management in seeking to ensure that the Bank at all times maintains appropriate
and cost-effective insurance policies.
 
    SECTION 4.3 ACCESS TO CORPORATE RESOURCES.  The Audit and Finance Committee
shall at all times have access to resources of the Bank and the Company,
including personnel and electronic computing or data processing support (subject
to the constraints of the annual operating budget approved by the Board), which
the Audit and Finance Committee may deem necessary to enable the Audit and
Finance Committee to perform its duties and responsibilities as set forth in
this Article 4.
 
                                      A-8

<PAGE>
                                   EXHIBIT B

 
                        CERTIFICATE OF INCORPORATION OF
                        SILICON VALLEY BANCSHARES, INC.
                             A Delaware Corporation
 
    FIRST: The name of this corporation is SILICON VALLEY BANCSHARES, INC. (the
"Corporation").
 
    SECOND: The address of the registered office of the Corporation in the State
of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle, 19805. The name and address of the Corporation's registered agent in the
State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington,
Delaware 19805.
 
    THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
General Corporation Law of Delaware.
 
    FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 80,000,000, consisting of
60,000,000 shares of Common Stock, $.001 par value per share ("Common Stock"),
and 20,000,000 shares of Preferred Stock, $.001 par value per share. The
Preferred Stock may be issued from time to time in one or more series. The Board
of Directors is hereby authorized to fix or alter the voting rights,
designations, powers, preferences and relative and other special rights, and the
qualifications, limitations and restrictions of any wholly unissued series of
Preferred Stock, and the number of shares constituting any such series, or any
of them, and to increase or decrease the number of shares of any such series
subsequent to the issue of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of that series.
 
    FIFTH: The name and mailing address of the incorporator are as follows:
 
                             Eileen Lyon
                             11355 West Olympic Boulevard
                             Los Angeles, California 90064
 
    SIXTH: The business and affairs of the Corporation shall be managed by and
under the direction of the Board of Directors. The exact number of directors of
the Corporation shall be fixed by or in the manner provided in the bylaws of the
Corporation (the "Bylaws"). Subject to the requirements of the next sentence,
every shareholder entitled to vote at any election for directors shall have the
right to cumulate such shareholder's votes and give one candidate a number of
votes equal to the number of directors to be elected, multiplied by the number
of votes to which such shareholder's shares are entitled, or to distribute his
or her votes on the same principal among as many candidates as the shareholder
shall think fit. No shareholder shall be entitled to cumulate votes unless the
name of the candidate or candidates for whom the votes would be cast has been
placed in nomination prior to the voting and at least one shareholder has given
notice at the meeting, prior to the voting, of the shareholder's intention to
cumulate his or her votes. The candidates receiving the highest number of
affirmative votes of shares entitled to be voted for them, up to the number of
directors to be elected, shall be elected. Votes against the directors and votes
withheld shall have no legal effect.
 
                                      B-1

<PAGE>
    SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
 
        (a) to adopt, repeal, rescind, alter or amend in any respect the Bylaws,
    and to confer in the Bylaws powers and authorities upon the directors of the
    Corporation in addition to the powers and authorities expressly, conferred
    upon them by statute;
 
        (b) from time to time to set apart out of any funds or assets of the
    Corporation available for dividends an amount or amounts to be reserved as
    working capital or for any other lawful purpose and to abolish any reserve
    so created and to determine whether any, and, if any, what part, of the
    surplus of the Corporation or its net profits applicable to dividends shall
    be declared in dividends and paid to its shareholders, and all rights of the
    holders of stock of the Corporation in respect of dividends shall be subject
    to the power of the Board of Directors so to do;
 
        (c) subject to the laws of the State of Delaware, from time to time to
    sell, lease or otherwise dispose of any part or parts of the properties of
    the Corporation and to cease to conduct the business connected therewith or
    again to resume the same, as it may deem best; and
 
        (d) in addition to the powers and authorities hereinbefore and by the
    laws of the State of Delaware conferred upon the Board of Directors, to
    execute all such powers and to do all acts and things as may be exercised or
    done by the Corporation; subject, nevertheless, to the express provisions of
    said laws of the Certificate of Incorporation of the Corporation and its
    Bylaws.
 
    EIGHTH: Any action required or permitted to be taken by the shareholders of
the Corporation may be effected at a duly called annual or special meeting of
shareholders of the Corporation or by any consent in writing by such
shareholders.
 
    NINTH: Each director shall serve until his or her successor is elected and
qualified or until his or her death, resignation or removal, and no decrease in
the authorized number of directors shall shorten the term of any incumbent
director.
 
    TENTH: Meetings of shareholders of the Corporation may be held within or
without the State of Delaware, as the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision of applicable law) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the Bylaws.
 
    ELEVENTH: A director of the Corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, as the same exists or hereafter may be amended, or (iv) for any transaction
from which the director derived an improper personal benefit. If the Delaware
General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. No amendment to or repeal of this Article
Tenth shall apply to or have an effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.
 
    TWELFTH: The Corporation reserves the right to adopt, repeal, rescind, alter
or amend in any respect any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by applicable law, and
all rights conferred on shareholders herein are granted subject to this
reservation.
 
    THIRTEENTH: The Corporation shall not be subject to the provisions of
Section 203 of the Delaware General Corporation Law.
 
                                      B-2

<PAGE>
    I, THE UNDERSIGNED, for purposes of forming a corporation under the laws of
the State of Delaware, do make, file and record this Certificate, and do certify
that the facts herein stated are true, and I have accordingly hereunto set my
hand this 19th day of March, 1999.
 

                                          /s/ EILEEN LYON
                                          --------------------------------------
                                          Eileen Lyon, Incorporator
 
                                      B-3

<PAGE>
                                   EXHIBIT C
                           SILICON VALLEY BANCSHARES
                           1997 EQUITY INCENTIVE PLAN
                           ADOPTED DECEMBER 19, 1996
                    APPROVED BY SHAREHOLDERS APRIL 17, 1997
                        AMENDED AS OF SEPTEMBER 8, 1997
                          AMENDED AS OF JULY 20, 2000
                        AMENDED AS OF FEBRUARY 15, 2001
 
1.  PURPOSES.
 
    (a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to benefit from increases in value of the stock of
the Company through the granting of (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) stock bonuses, (iv) rights to purchase
restricted stock, and (v) stock appreciation rights, all as defined below.
 
    (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Directors of or Consultants to the Company or
its Affiliates, to secure and retain the services of new Employees, Directors
and Consultants, and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates.
 
    (c) The Company intends that the Stock Awards issued under the Plan shall,
in the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either (i) Options granted pursuant to Section 6 hereof, including Incentive
Stock Options and Nonstatutory Stock Options, (ii) stock bonuses or rights to
purchase restricted stock granted pursuant to Section 7 hereof, or (iii) stock
appreciation rights granted pursuant to Section 8 hereof. All Options shall be
separately designated Incentive Stock Options or Nonstatutory Stock Options at
the time of grant, and in such form as issued pursuant to Section 6, and a
separate certificate or certificates will be issued for shares purchased on
exercise of each type of Option.
 
2.  DEFINITIONS.
 
    (a) "AFFILIATE" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.
 
    (b) "BOARD" means the Board of Directors of the Company.
 
    (c) "CODE" means the Internal Revenue Code of 1986, as amended.
 
    (d) "COMMITTEE" means a Committee appointed by the Board in accordance with
subsection 3(c) of the Plan.
 
    (e) "COMPANY" means Silicon Valley Bancshares, a California corporation.
 
    (f) "CONCURRENT STOCK APPRECIATION RIGHT" or "CONCURRENT RIGHT" means a
right granted pursuant to subsection 8(b)(2) of the Plan.
 
    (g) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors.
 
    (h) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means that
the service of an individual to the Company, whether as an Employee, Director or
Consultant, is not interrupted or terminated. The
 
                                      C-1

<PAGE>
Board or the chief executive officer of the Company may determine, in that
party's sole discretion, whether Continuous Status as an Employee, Director or
Consultant shall be considered interrupted in the case of: (i) any leave of
absence approved by the Board or the chief executive officer of the Company,
including sick leave, military leave, or any other personal leave; or
(ii) transfers between the Company, Affiliates or their successors.
 
    (i) "COVERED EMPLOYEE" means the chief executive officer and the four
(4) other highest compensated officers of the Company for whom total
compensation is required to be reported to shareholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.
 
    (j) "DIRECTOR" means a member of the Board.
 
    (k) "EMPLOYEE" means any person, including Officers and Directors, employed
by the Company or any Affiliate of the Company. Neither service as a Director
nor payment of a director's fee by the Company shall be sufficient to constitute
"employment" by the Company.
 
    (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
 
    (m) "FAIR MARKET VALUE" means, as of any date, the value of the common stock
of the Company determined as follows:
 
        (1) If the common stock is listed on any established stock exchange or
    traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair
    Market Value of a share of common stock shall be the closing sales price for
    such stock (or the closing bid, if no sales were reported) as quoted on such
    exchange or market (or the exchange or market with the greatest volume of
    trading in the Company's common stock) on the day of determination, as
    reported in THE WALL STREET JOURNAL or such other source as the Board deems
    reliable.
 
        (2) In the absence of such markets for the common stock, the Fair Market
    Value shall be determined in good faith by the Board.
 
    (n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
 
    (o) "INDEPENDENT STOCK APPRECIATION RIGHT" or "INDEPENDENT RIGHT" means a
right granted pursuant to subsection 8(b)(3) of the Plan.
 
    (p) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a current
Employee or Officer of the Company or its parent or subsidiary, does not receive
compensation (directly or indirectly) from the Company or its parent or
subsidiary for services rendered as a consultant or in any capacity other than
as a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
("Regulation S-K")), does not possess an interest in any other transaction as to
which disclosure would be required under Item 404(a) of Regulation S-K, and is
not engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a
"non-employee director" for purposes of Rule 16b-3.
 
    (q) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.
 
    (r) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
 
    (s) "OPTION" means a stock option granted pursuant to the Plan.
 
    (t) "OPTION AGREEMENT" means a written agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. Each
Option Agreement shall be subject to the terms and conditions of the Plan.
 
                                      C-2

<PAGE>
    (u) "OPTIONEE" means a person to whom an Option is granted pursuant to the
Plan or, if applicable, such other person who holds an outstanding Option.
 
    (v) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
the Treasury regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time, and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.
 
    (w) "PLAN" means this 1997 Equity Incentive Plan.
 
    (X) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect with respect to the Company at the time discretion is
being exercised regarding the Plan.
 
    (y) "SECURITIES ACT" means the Securities Act of 1933, as amended.
 
    (z) "STOCK APPRECIATION RIGHT" means any of the various types of rights
which may be granted under Section 8 of the Plan.
 
    (aa) "STOCK AWARD" means any right granted under the Plan, including any
Option, any stock bonus, any right to purchase restricted stock, and any Stock
Appreciation Right.
 
    (bb) "STOCK AWARD AGREEMENT" means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.
 
    (cc) "TANDEM STOCK APPRECIATION RIGHT" or "TANDEM RIGHT" means a right
granted pursuant to subsection 8(b)(1) of the Plan.
 
3.  ADMINISTRATION.
 
    (a) The Plan shall be administered by the Board unless and until the Board
delegates administration to a Committee, as provided in subsection 3(c).
 
    (b) The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:
 
        (1) To determine from time to time which of the persons eligible under
    the Plan shall be granted Stock Awards; when and how each Stock Award shall
    be granted; whether a Stock Award will be an Incentive Stock Option, a
    Nonstatutory Stock Option, a stock bonus, a right to purchase restricted
    stock, a Stock Appreciation Right, or a combination of the foregoing; the
    provisions of each Stock Award granted (which need not be identical),
    including the time or times when a person shall be permitted to receive
    stock pursuant to a Stock Award; whether a person shall be permitted to
    receive stock upon exercise of an Independent Stock Appreciation Right; and
    the number of shares with respect to which a Stock Award shall be granted to
    each such person.
 
        (2) To construe and interpret the Plan and Stock Awards granted under
    it, and to establish, amend and revoke rules and regulations for its
    administration. The Board, in the exercise of this power, may correct any
    defect, omission or inconsistency in the Plan or in any Stock Award
    Agreement, in a manner and to the extent it shall deem necessary or
    expedient to make the Plan fully effective.
 
        (3) To amend the Plan or a Stock Award as provided in Section 14.
 
                                      C-3

<PAGE>
        (4) Generally, to exercise such powers and to perform such acts as the
    Board deems necessary or expedient to promote the best interests of the
    Company which are not in conflict with the provisions of the Plan.
 
    (c) The Board may delegate administration of the Plan to a committee or
committees of the Board composed of one (1) or more members (the "Committee").
In the discretion of the Board, the Committee may be composed of two (2) or more
Non-Employee Directors and/or Outside Directors. If administration is delegated
to a Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board, (and references in
this Plan to the Board shall thereafter be to the Committee), subject, however,
to such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan.
 
4.  SHARES SUBJECT TO THE PLAN.
 
    (a) Subject to the provisions of Section 13 relating to adjustments upon
changes in stock, the stock that may be issued pursuant to Stock Awards shall
not exceed in the aggregate five-million-eight-hundred thousand (5,800,000)
shares of the Company's common stock. If any Stock Award shall for any reason
expire or otherwise terminate, in whole or in part, without having been
exercised in full, the stock not acquired under such Stock Award shall revert to
and again become available for issuance under the Plan. Shares subject to Stock
Appreciation Rights exercised in accordance with Section 8 of the Plan shall not
be available for subsequent issuance under the Plan.
 
    (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
 
5.  ELIGIBILITY.
 
    (a) Incentive Stock Options and Stock Appreciation Rights appurtenant
thereto may be granted only to Employees. Stock Awards other than Incentive
Stock Options and Stock Appreciation Rights appurtenant thereto may be granted
only to Employees, Directors or Consultants.
 
    (b) No person shall be eligible for the grant of an Incentive Stock Option
if, at the time of grant, such person owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or of any of
its Affiliates unless the exercise price of such Option is at least one hundred
ten percent (110%) of the Fair Market Value of such stock at the date of grant
and the Option is not exercisable after the expiration of five (5) years from
the date of grant.
 
    (c) Subject to the provisions of Section 13 relating to adjustments upon
changes in stock, no person shall be eligible to be granted Options and Stock
Appreciation Rights covering more than two hundred fifty thousand (250,000)
shares of the Company's common stock in any calendar year.
 
    (d) Subject to the provisions of Section 13 relating to adjustments upon
changes in stock, the total number of shares available to grant as stock bonus
awards or under restricted stock purchase agreements shall not exceed five
hundred thousand (500,000) shares of the Company's common stock in any calendar
year.
 
6.  OPTION PROVISIONS.
 
    Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include
 
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<PAGE>
(through incorporation of provisions hereof by reference in the Option or
otherwise) the substance of each of the following provisions:
 
    (a) TERM. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.
 
    (b) PRICE. The exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted; the exercise price of
each Nonstatutory Stock Option shall be not less than eighty-five percent (85%)
the Fair Market Value of the stock subject to the Option on the date the Option
is granted. Notwithstanding the foregoing, an Option (whether an Incentive Stock
Option or a Nonstatutory Stock Option) may be granted with an exercise price
lower than that set forth in the preceding sentence if such Option is granted
pursuant to an assumption or substitution for another option in a manner
satisfying the provisions of Section 424(a) of the Code.
 
    (c) CONSIDERATION. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, at the time of the grant of the
Option, (A) by delivery to the Company of other common stock of the Company,
(B) according to a deferred payment or other arrangement (which may include,
without limiting the generality of the foregoing, the use of other common stock
of the Company) with the person to whom the Option is granted or to whom the
Option is transferred pursuant to subsection 6(d), or (C) in any other form of
legal consideration acceptable to the Board. In the case of any deferred payment
arrangement, interest shall be compounded at least annually and shall be charged
at the minimum rate of interest necessary to avoid the treatment as interest,
under any applicable provisions of the Code, of any amounts other than amounts
stated to be interest under the deferred payment arrangement.
 
    (d) TRANSFERABILITY. An Incentive Stock Option shall not be transferable
except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the Incentive Stock Option
is granted only by such person. A Nonstatutory Stock Option shall only be
transferable by the Optionee upon such terms and conditions as are set forth in
the Option Agreement for such Nonstatutory Stock Option, as the Board or the
Committee shall determine in its sole discretion. The person to whom the Option
is granted may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionee, shall thereafter be entitled to exercise the Option.
 
    (e) VESTING. The total number of shares of stock subject to an Option may,
but need not, be allotted in periodic installments (which may, but need not, be
equal). The Option Agreement may provide that from time to time during each of
such installment periods, the Option may become exercisable ("vest") with
respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The provisions of this
subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised.
 
    (f) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT.
In the event an Optionee's Continuous Status as an Employee, Director or
Consultant terminates (other than upon the Optionee's death or disability or for
Cause), the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it as of the date of termination) but only
within such period of time ending on the earlier of (i) the date three
(3) months following the termination of the Optionee's Continuous Status as an
Employee, Director or Consultant (or such longer or shorter period specified in
the Option Agreement), or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, at the date of termination, the Optionee is
not entitled to exercise his or her entire Option,
 
                                      C-5

<PAGE>
the shares covered by the unexercisable portion of the Option shall revert to
and again become available for issuance under the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified in
the Option Agreement, the Option shall terminate, and the shares covered by such
Option shall revert to and again become available for issuance under the Plan.
 
    In the event an Optionee's Continuous Status as an Employee, Director or
Consultant terminates for Cause, then the Option shall immediately terminate,
and the shares covered by such Option shall revert to and again become available
for issuance under the Plan. "Cause" shall be defined as an act of embezzlement,
fraud, dishonesty, or breach of fiduciary duty to the Company, a deliberate
disregard of the rules of the Company which results in loss, damage or injury to
the Company, any unauthorized disclosure of any of the secrets or confidential
information of the Company, inducing any client or customer of the Company to
break any contract with the Company or inducing any principal for whom the
Company acts as agent to terminate such agency relations, or engaging in any
conduct which constitutes unfair competition with the Company, or any act which
results in Optionee being removed from any office of the Company by any bank
regulatory agency.
 
    An Optionee's Option Agreement may also provide that if the exercise of the
Option following the termination of the Optionee's Continuous Status as an
Employee, Director, or Consultant (other than upon the Optionee's death or
disability) would result in liability under Section 16(b) of the Exchange Act,
then the Option shall terminate on the earlier of (i) the expiration of the term
of the Option set forth in the Option Agreement, or (ii) the tenth (10th) day
after the last date on which such exercise would result in such liability under
Section 16(b) of the Exchange Act. Finally, an Optionee's Option Agreement may
also provide that if the exercise of the Option following the termination of the
Optionee's Continuous Status as an Employee, Director or Consultant (other than
upon the Optionee's death or disability) would be prohibited at any time solely
because the issuance of shares would violate the registration requirements under
the Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option, or (ii) the expiration of a period of
three (3) months after the termination of the Optionee's Continuous Status as an
Employee, Director or Consultant during which the exercise of the Option would
not be in violation of such registration requirements.
 
    (g) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous Status as
an Employee, Director or Consultant terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve
(12) months following such termination (or such longer or shorter period
specified in the Option Agreement), or (ii) the expiration of the term of the
Option as set forth in the Option Agreement. If, at the date of termination, the
Optionee is not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the shares covered by such Option shall revert
to and again become available for issuance under the Plan.
 
    (h) DEATH OF OPTIONEE. In the event an Optionee's Continuous Status as an
Employee, Director or Consultant terminates as a result of Optionee's death, the
Option may be exercised (to the extent the Optionee was entitled to exercise the
Option as of the date of death) by the Optionee's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Optionee's death pursuant to
subsection 6(d), but only within the period ending on the earlier of (i) the
date twelve (12) months following the date of death (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term of
such Option as set forth in the Option Agreement. If, at the time of death, the
Optionee was not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under the Plan. If, after death, the Option is not
exercised within the time specified herein, the Option shall terminate, and the
shares covered by such Option shall revert to and again become available for
issuance under the Plan.
 
                                      C-6

<PAGE>
    (i) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject to
the Option prior to the full vesting of the Option. Any unvested shares so
purchased may be subject to a repurchase right in favor of the Company or to any
other restriction the Board determines to be appropriate.
 
7.  TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.
 
    Each stock bonus or restricted stock purchase agreement shall be in such
form and shall contain such terms and conditions as the Board or the Committee
shall deem appropriate. The terms and conditions of stock bonus or restricted
stock purchase agreements may change from time to time, and the terms and
conditions of separate agreements need not be identical, but each stock bonus or
restricted stock purchase agreement shall include (through incorporation of
provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions as appropriate:
 
    (a) PURCHASE PRICE. The purchase price under each restricted stock purchase
agreement shall be such amount as the Board or Committee shall determine and
designate in such Stock Award Agreement, but in no event shall the purchase
price be less than eighty-five percent (85%) of the stock's Fair Market Value on
the date such award is made. Notwithstanding the foregoing, the Board or the
Committee may determine that eligible participants in the Plan may be awarded
stock pursuant to a stock bonus agreement in consideration for past services
actually rendered to the Company or for its benefit.
 
    (b) TRANSFERABILITY. Rights under a stock bonus or restricted stock purchase
agreement shall be transferable by the grantee only upon such terms and
conditions as are set forth in the applicable Stock Award Agreement, as the
Board or the Committee shall determine in its discretion, so long as stock
awarded under such Stock Award Agreement remains subject to the terms of the
agreement.
 
    (c) CONSIDERATION. The purchase price of stock acquired pursuant to a stock
purchase agreement shall be paid either: (i) in cash at the time of purchase;
(ii) at the discretion of the Board or the Committee, according to a deferred
payment or other arrangement with the person to whom the stock is sold; or
(iii) in any other form of legal consideration that may be acceptable to the
Board or the Committee in its discretion. Notwithstanding the foregoing, the
Board or the Committee to which administration of the Plan has been delegated
may award stock pursuant to a stock bonus agreement in consideration for past
services actually rendered to the Company or for its benefit.
 
    (d) VESTING. Shares of stock sold or awarded under the Plan may, but need
not, be subject to a repurchase option in favor of the Company in accordance
with a vesting schedule to be determined by the Board or the Committee.
 
    (e) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT.
In the event a Participant's Continuous Status as an Employee, Director or
Consultant terminates, the Company may repurchase or otherwise reacquire any or
all of the shares of stock held by that person which have not vested as of the
date of termination under the terms of the stock bonus or restricted stock
purchase agreement between the Company and such person.
 
8.  STOCK APPRECIATION RIGHTS.
 
    (a) The Board or Committee shall have full power and authority, exercisable
in its sole discretion, to grant Stock Appreciation Rights under the Plan to
Employees or Directors of or Consultants to, the Company or its Affiliates. To
exercise any outstanding Stock Appreciation Right, the holder must provide
written notice of exercise to the Company in compliance with the provisions of
the Stock Award Agreement evidencing such right. Except as provided in
subsection 5(c), no limitation shall exist on the aggregate amount of cash
payments the Company may make under the Plan in connection with the exercise of
a Stock Appreciation Right.
 
                                      C-7

<PAGE>
    (b) Three types of Stock Appreciation Rights shall be authorized for
issuance under the Plan:
 
        (1) TANDEM STOCK APPRECIATION RIGHTS. Tandem Stock Appreciation Rights
    will be granted appurtenant to an Option, and shall, except as specifically
    set forth in this Section 8, be subject to the same terms and conditions
    applicable to the particular Option grant to which it pertains. Tandem Stock
    Appreciation Rights will require the holder to elect between the exercise of
    the underlying Option for shares of stock and the surrender, in whole or in
    part, of such Option for an appreciation distribution. The appreciation
    distribution payable on the exercised Tandem Right shall be in cash (or, if
    so provided, in an equivalent number of shares of stock based on Fair Market
    Value on the date of the Option surrender) in an amount up to the excess of
    (A) the Fair Market Value (on the date of the Option surrender) of the
    number of shares of stock covered by that portion of the surrendered Option
    in which the Optionee is vested over (B) the aggregate exercise price
    payable for such vested shares.
 
        (2) CONCURRENT STOCK APPRECIATION RIGHTS. Concurrent Rights will be
    granted appurtenant to an Option and may apply to all or any portion of the
    shares of stock subject to the underlying Option and shall, except as
    specifically set forth in this Section 8, be subject to the same terms and
    conditions applicable to the particular Option grant to which it pertains. A
    Concurrent Right shall be exercised automatically at the same time the
    underlying Option is exercised with respect to the particular shares of
    stock to which the Concurrent Right pertains. The appreciation distribution
    payable on an exercised Concurrent Right shall be in cash (or, if so
    provided, in an equivalent number of shares of stock based on Fair Market
    Value on the date of the exercise of the Concurrent Right) in an amount
    equal to such portion as shall be determined by the Board or the Committee
    at the time of the grant of the excess of (A) the aggregate Fair Market
    Value (on the date of the exercise of the Concurrent Right) of the vested
    shares of stock purchased under the underlying Option which have Concurrent
    Rights appurtenant to them over (B) the aggregate exercise price paid for
    such shares.
 
        (3) INDEPENDENT STOCK APPRECIATION RIGHTS. Independent Rights will be
    granted independently of any Option and shall, except as specifically set
    forth in this Section 8, be subject to the same terms and conditions
    applicable to Nonstatutory Stock Options as set forth in Section 6. They
    shall be denominated in share equivalents. The appreciation distribution
    payable on the exercised Independent Right shall be not greater than an
    amount equal to the excess of (A) the aggregate Fair Market Value (on the
    date of the exercise of the Independent Right) of a number of shares of
    Company stock equal to the number of share equivalents in which the holder
    is vested under such Independent Right, and with respect to which the holder
    is exercising the Independent Right on such date, over (B) the aggregate
    Fair Market Value (on the date of the grant of the Independent Right) of
    such number of shares of Company stock. The appreciation distribution
    payable on the exercised Independent Right shall be in cash or, if so
    provided, in an equivalent number of shares of stock based on Fair Market
    Value on the date of the exercise of the Independent Right.
 
9.  CANCELLATION AND RE-GRANT OF OPTIONS.
 
   
    (a) The Board or the Committee shall have the authority to effect, at any
time and from time to time, (i) the repricing of any outstanding Options and/or
any Stock Appreciation Rights under the Plan (subject to shareholder approval)
and/or (ii) with the consent of the affected holders of Options and/or Stock
Appreciation Rights, the cancellation of any outstanding Options and/or any
Stock Appreciation Rights under the Plan and the grant in substitution therefor
of new Options and/or Stock Appreciation Rights under the Plan covering the same
or different numbers of shares of stock, but having an exercise price per share
not less than eighty-five percent (85%) of the Fair Market Value (one hundred
percent (100%) of the Fair Market Value in the case of an Incentive Stock
Option) or, in the case of a 10% shareholder (as described in subsection 5(b))
receiving a new grant of an Incentive Stock Option, not less than one hundred
ten percent (110%) of the Fair Market Value) per share of stock on the new grant
date. Notwithstanding the foregoing, the Board or the Committee may grant an
Option and/or Stock
    
 
                                      C-8

<PAGE>
   
Appreciation Right with an exercise price lower than that set forth above if
such Option and/or Stock Appreciation Right is granted as part of a transaction
to which section 424(a) of the Code applies.
    
 
    (b) Shares subject to an Option or Stock Appreciation Right canceled under
this Section 9 shall continue to be counted against the maximum award of Options
and Stock Appreciation Rights permitted to be granted pursuant to subsection
5(c) of the Plan. The repricing of an Option and/or Stock Appreciation Right
under this Section 9, resulting in a reduction of the exercise price, shall be
deemed to be a cancellation of the original Option and/or Stock Appreciation
Right and the grant of a substitute Option and/or Stock Appreciation Right; in
the event of such repricing, both the original and the substituted Options and
Stock Appreciation Rights shall be counted against the maximum awards of Options
and Stock Appreciation Rights permitted to be granted pursuant to subsection
5(c) of the Plan. The provisions of this subsection 9(b) shall be applicable
only to the extent required by Section 162(m) of the Code.
 
    (c) Notwithstanding the foregoing, the Board or Committee will need
shareholder approval prior to effecting the repricing of any outstanding Options
and/or any Stock Appreciation Rights under the Plan.
 
10.  COVENANTS OF THE COMPANY.
 
    (a) During the terms of the Stock Awards, the Company shall keep available
at all times the number of shares of stock required to satisfy such Stock
Awards.
 
    (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the Stock Award; provided,
however, that this undertaking shall not require the Company to register under
the Securities Act either the Plan, any Stock Award or any stock issued or
issuable pursuant to any such Stock Award. If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the
authority which counsel for the Company deems necessary for the lawful issuance
and sale of stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell stock upon exercise of such Stock Awards
unless and until such authority is obtained.
 
11.  USE OF PROCEEDS FROM STOCK.
 
    Proceeds from the sale of stock pursuant to Stock Awards shall constitute
general funds of the Company.
 
12.  MISCELLANEOUS.
 
    (a) The Board shall have the power to accelerate the time at which a Stock
Award may first be exercised or the time during which a Stock Award or any part
thereof will vest pursuant to subsection 6(e), 7(d) or 8(b), notwithstanding the
provisions in the Stock Award stating the time at which it may first be
exercised or the time during which it will vest.
 
    (b) Neither an Employee, Director or Consultant nor any person to whom a
Stock Award is transferred under subsection 6(d), 7(b), or 8(b) shall be deemed
to be the holder of, or to have any of the rights of a holder with respect to,
any shares subject to such Stock Award unless and until such person has
satisfied all requirements for exercise of the Stock Award pursuant to its
terms.
 
    (c) Nothing in the Plan or any instrument executed or Stock Award granted
pursuant thereto shall confer upon any Employee, Director, Consultant or other
holder of Stock Awards any right to continue in the employ of the Company or any
Affiliate (or to continue acting as a Director or Consultant) or shall affect
the right of the Company or any Affiliate to terminate the employment of any
Employee with or without cause the right of the Company's Board of Directors
and/or the Company's shareholders to remove any Director as provided in the
Company's Bylaws and the provisions of the California
 
                                      C-9

<PAGE>
Corporations Code, or the right to terminate the relationship of any Consultant
subject to the terms of such Consultant's agreement with the Company or
Affiliate.
 
    (d) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options.
 
    (e) The Company may require any person to whom a Stock Award is granted, or
any person to whom a Stock Award is transferred pursuant to subsection 6(d),
7(b) or 8(b), as a condition of exercising or acquiring stock under any Stock
Award, (1) to give written assurances satisfactory to the Company as to such
person's knowledge and experience in financial and business matters and/or to
employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (2) to
give written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Stock Award for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the
exercise or acquisition of stock under the Stock Award has been registered under
a then currently effective registration statement under the Securities Act, or
(ii) as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.
 
    (f) To the extent provided by the terms of a Stock Award Agreement, the
person to whom a Stock Award is granted may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of stock
under a Stock Award by any of the following means or by a combination of such
means: (1) tendering a cash payment; (2) authorizing the Company to withhold
shares from the shares of the common stock otherwise issuable to the participant
as a result of the exercise or acquisition of stock under the Stock Award; or
(3) delivering to the Company owned and unencumbered shares of the common stock
of the Company.
 
13. ADJUSTMENTS UPON CHANGES IN STOCK.
 
    (a) If any change is made in the stock subject to the Plan, or subject to
any Stock Award (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the
receipt of consideration by the Company), the Plan will be appropriately
adjusted in the type(s) and maximum number of securities subject to the Plan
pursuant to subsection 4(a) and the maximum number of securities subject to
award to any person during any calendar year pursuant to subsection 5(c), and
the outstanding Stock Awards will be appropriately adjusted in the type(s) and
number of securities and price per share of stock subject to such outstanding
Stock Awards. Such adjustments shall be made by the Board or the Committee, the
determination of which shall be final, binding and conclusive. (The conversion
of any convertible securities of the Company shall not be treated as a
"transaction not involving the receipt of consideration by the Company.)"
 
    (b) In the event of "Change in Control," unless otherwise determined by the
Board or Committee at the time of grant, all outstanding Stock Awards shall
immediately become one hundred percent (100%) vested, and the Board shall notify
all participants that their outstanding Stock Awards shall be fully
 
                                      C-10

<PAGE>
exercisable for a period of three (3) months (or such other period of time not
exceeding six (6) months as is determined by the Board at the time of grant)
from the date of such notice, and any unexercised Stock Awards shall terminate
upon the expiration of such period.
 
   
    "Change in Control" means the consummation of any of the following
transactions:
    
 
        (1) a merger or consolidation of the Company or Bancshares with any
    other corporation, other than a merger or consolidation which would result
    in beneficial owners of the total voting power in the election of directors
    represented by the voting securities ("Voting Securities") of the Company or
    Bancshares (as the case may be) outstanding immediately prior thereto
    continuing to beneficially own securities representing (either by remaining
    outstanding or by being converted into voting securities of the surviving
    entity) at least fifty percent (50%) of the total Voting Securities of the
    Company or Bancshares, or of such surviving entity, outstanding immediately
    after such merger or consolidation;
 
        (2) the filing of a plan of liquidation or dissolution of the Company or
    the closing of the sale, lease, exchange or other transfer or disposition by
    the Company or Bancshares of all or substantially all of the Company's
    assets;
 
        (3) any person (as such term is used in Sections 13(d) and 14(d) of the
    Securities Exchange Act of 1934, as amended (the "Exchange Act")), other
    than (A) a trustee or other fiduciary holding securities under an employee
    benefit plan of the Company or Bancshares, (B) a corporation owned directly
    or indirectly by the shareholders of Bancshares in substantially the same
    proportions as their beneficial ownership of stock in Bancshares, or
    (C) Bancshares (with respect to Bancshares' ownership of the stock of the
    Company), is or becomes the beneficial owner (within the meaning of
    Rule 13d-3 under the Exchange Act), directly or indirectly, of the
    securities of the Company or Bancshares representing 50% or more of the
    Voting Securities; or
 
        (4) any person (as such term is used in Sections 13(d) or 14(d) of the
    Exchange Act), other than (a) a trustee or other fiduciary holding
    securities under an employee benefit plan of the Company or Bancshares,
    (b) a corporation owned directly or indirectly by the shareholders of
    Bancshares in substantially the same proportions as their ownership of stock
    in Bancshares, or (c) Bancshares (with respect to Bancshares' ownership of
    the stock of the Company) is or becomes the beneficial owner (within the
    meaning or Rule 13d-3 under the Exchange Act), directly or indirectly, of
    the securities of the Company or Bancshares representing 25% or more of the
    Voting Securities of such corporation, and within twelve (12) months of the
    occurrence of such event, a change in the composition of the Board of
    Directors of Bancshares occurs as a result of which sixty percent (60%) or
    fewer of the directors are Incumbent Directors.
 
    "Incumbent Directors" shall mean directors who either
 
           (A) are directors of the Company as of the date hereof;
 
           (B) are elected, or nominated for election, to the Board with the
       affirmative votes of at least a majority of the directors of the Company
       who are Incumbent Directors described in (A) above at the time of such
       election or nomination; or
 
           (C) are elected, or nominated for election, to the Board with the
       affirmative votes of at least a majority of the directors of the Company
       who are Incumbent Directors described in (A) or (B) above at the time of
       such election or nomination.
 
    Notwithstanding the foregoing, "Incumbent Directors" shall not include an
individual whose election or nomination to the Board occurs in order to provide
representation for a person or group of related persons who have initiated or
encouraged an actual or threatened proxy contest relating to the election of
directors of the Company.
 
                                      C-11

<PAGE>
14.  AMENDMENT OF THE PLAN AND STOCK AWARDS.
 
    (a) The Board at any time, and from time to time, may amend the Plan and/or
some or all outstanding Stock Awards granted under the Plan. However, except as
provided in paragraph 13 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the shareholders of the Company
to the extent shareholder approval is necessary for the Plan to satisfy the
requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities
exchange listing requirements. Notwithstanding the foregoing, the Board must get
shareholder approval for any repricing of Incentive Stock Options or Nns
 
    (b) The Board may in its sole discretion submit any other amendment to the
Plan for shareholder approval, including, but not limited to, amendments to the
Plan intended to satisfy the requirements of Section 162(m) of the Code and the
regulations promulgated thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to
certain executive officers.
 
    (c) It is expressly contemplated that the Board may amend the Plan in any
respect the Board deems necessary or advisable to provide eligible Employees
with the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder relating to Incentive Stock
Options and/or to bring the Plan and/or Incentive Stock Options granted under it
into compliance therewith.
 
    (d) Rights and obligations under any Stock Award granted before amendment of
the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the person to whom the Stock Award was granted
and (ii) such person consents in writing.
 
    (e) The Board at any time, and from time to time, may amend the terms of any
one or more Stock Award; provided, however, that the rights and obligations
under any Stock Award shall not be impaired by any such amendment unless
(i) the Company requests the consent of the person to whom the Stock Award was
granted and (ii) such person consents in writing.
 
15.  TERMINATION OR SUSPENSION OF THE PLAN.
 
    (a) The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on December 18, 2006 which shall be within
ten (10) years from the date the Plan is adopted by the Board or approved by the
shareholders of the Company, whichever is earlier. No Stock Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.
 
    (b) Rights and obligations under any Stock Award granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan, except
with the written consent of the person to whom the Stock Award was granted.
 
16.  EFFECTIVE DATE OF PLAN.
 
    The Plan shall become effective as determined by the Board, but no Stock
Awards granted under the Plan shall be exercised unless and until the Plan has
been approved by the shareholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board,
and, if required, an appropriate permit has been issued by the Commissioner of
Corporations of the State of California.
 
                                      C-12

<PAGE>


                                                          ---------------
                                                          COMPANY #
                                                          CONTROL #
                                                          ---------------

THERE ARE TWO ALTERNATIVE WAYS TO VOTE YOUR PROXY

YOU MAY VOTE EITHER BY TELEPHONE OR BY MAIL.

TO VOTE BY TELEPHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK --- EASY --- 
IMMEDIATE

YOUR TELEPHONE VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES IN THE 
SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

-  USE ANY TOUCH-TONE TELEPHONE TO VOTE YOUR PROXY 24 HOURS A DAY, 7 DAYS A
   WEEK, UNTIL 12:00 P.M. (ET) ON APRIL 18, 2001. 
-  YOU WILL BE PROMPTED TO ENTER YOUR 3-DIGIT COMPANY NUMBER AND YOUR 7-DIGIT 
   CONTROL NUMBER WHICH APPEAR IN THE BOX IN THE UPPER RIGHT HAND CORNER.
-  FOLLOW THE SIMPLE INSTRUCTIONS PROVIDED.

TO VOTE BY MAIL

IF YOU DO NOT VOTE BY TELEPHONE, MARK, SIGN AND DATE YOUR PROXY CARD AND 
RETURN IT IN THE POSTAGE-PAID ENVELOPE PROVIDED (SILICON VALLEY BANCSHARES, 
C/O SHAREOWNER SERVICES, P.O. BOX 64873, ST. PAUL, MN 55164-0873).

          IF YOU VOTE BY TELEPHONE, PLEASE DO NOT MAIL YOUR PROXY CARD         

[SILICON VALLEY BANCSHARES LOGO] 3003 Tasman Drive    Santa Clara, CA 95054


<TABLE>
<S>                                                                 <C>
----------------------------------------------------------------------------------------------------------------------------------

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

   / / FOR all nominees listed below, with the discretionary      / /  WITHHOLD AUTHORITY to vote for all nominees listed below
       authority to cumulate votes, except votes withheld
                                                                                 -----------------------------------------------
   IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE   
   THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX TO THE RIGHT:                          
                                                                                 -----------------------------------------------
   01 Gary K. Barr, 02 James F. Burns, Jr., 03 John C. Dean, 04 Alex W. Hart,
   05 Stephen E. Jackson, 06 Daniel J. Kelleher, 07 James R. Porter, 08 Michaela K. Rodeno, 09 Kenneth P. Wilcox

                                                 -- PLEASE FOLD HERE --

2. Approve an amendment to the Silicon Valley Bancshares Certificate of Incorporation   / /  FOR  / /  AGAINST  / /  ABSTAIN
   to increase the number of shares of authorized common stock, $.001 par value per 
   share, from 60,000,000 to 150,000,000.
                                                                           
3. Approve an amendment to the Silicon Valley Bancshares' 1997 Equity Incentive Plan    / /  FOR  / /  AGAINST  / /  ABSTAIN
   to reserve an additional 2,000,000 shares of common stock for issuance thereunder. 

4. To ratify the appointment of KPMG 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    / /  FOR  / /  AGAINST  / /  ABSTAIN
   come before the meeting and any postponements or adjournments thereof, according
   to the Proxy Holders' decision and in their discretion.

   Address Change?  Mark Box  / /       I Plan to Attend the Meeting
   Indicate changes below:                Yes  / /   No  / /                     Dated:                                      , 2001
                                                                                       --------------------------------------
                                                                                 Shareholders should mark, sign and date this proxy
                                                                                 and return it in the enclosed envelope.
                                                                                 --------------------------------------------------


                                                                                 --------------------------------------------------
                                                                                 Signature(s) in Box
                                                                                 SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON YOUR
                                                                                 sTOCK CERTIFICATE.  AN ENTITY (SUCH AS A 
                                                                                 CORPORATION OR PARTNERSHIP) IS REQUESTED TO SIGN
                                                                                 ITS NAME BY A DULY AUTHORIZED SIGNATORY, WITH THE
                                                                                 CAPACITY IN WHICH SIGNED DESIGNATED. EXECUTORS,
                                                                                 ADMINISTRATORS, TRUSTEES, AND SIMILAR FIDUCIARIES
                                                                                 ARE REQUESTED TO SO INDICATE WHEN SIGNING. IF
                                                                                 STOCK IS REGISTERED IN TWO NAMES, BOTH SHOULD
                                                                                 SIGN.

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



                                                     SILICON VALLEY BANCSHARES

                                                     PROXY FOR ANNUAL MEETING OF
                                                             SHAREHOLDERS

                                                       THURSDAY, APRIL 19, 2001

[LOGO]         SILICON VALLEY BANCSHARES
               3003 TASMAN DRIVE SANTA CLARA, CA 95064                    PROXY
-------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

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 19, 
2001, at 4:00 p.m. at the SANTA CLARA CONVENTION CENTER, GREAT AMERICA 
BALLROOM, 5001 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. 

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.

                      SEE REVERSE FOR VOTING INSTRUCTIONS