SVB Financial Group
SILICON VALLEY BANCSHARES (Form: 10-Q, Received: 08/14/1995 00:00:00)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ________ to ________.

Commission File Number: 33-41102

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

           California                            94-2856336
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
 incorporation or organization)

         3003 Tasman Drive                           95054
      Santa Clara, California                      (Zip Code)
(Address of principal executive offices)

                            (408) 383-5282
         (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No ____

At July 31, 1995, 8,828,561 shares of the Registrant's Common Stock (no par value) were outstanding.


This Report Contains a Total of 23 Pages

SILICON VALLEY BANCSHARES
FORM 10-Q

JUNE 30, 1995

INDEX

                                                            PAGE
                                                            ----

                 PART I - FINANCIAL INFORMATION
                 ------------------------------

ITEM 1    SILICON VALLEY BANCSHARES INTERIM CONSOLIDATED
------    FINANCIAL STATEMENTS

             CONDENSED BALANCE SHEETS                         3

             CONDENSED INCOME STATEMENTS                      4

             CONDENSED STATEMENTS OF CASH FLOWS               5

             NOTES TO INTERIM CONSOLIDATED FINANCIAL
             STATEMENTS                                       6

ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
------    FINANCIAL CONDITION AND RESULTS OF OPERATIONS      10

                   PART II - OTHER INFORMATION
                   ---------------------------

ITEM 1    LEGAL PROCEEDINGS                                  21
------

ITEM 2    CHANGES IN SECURITIES                              21
------

ITEM 3    DEFAULTS UPON SENIOR SECURITIES                    21
------

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
------    HOLDERS                                            21

ITEM 5    OTHER INFORMATION                                  22
------

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                   22
------

          SIGNATURE                                          23

2

PART I - FINANCIAL INFORMATION

ITEM 1

SILICON VALLEY BANCSHARES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS


CONDENSED BALANCE SHEETS

                                                          JUNE 30,     December 31,     June 30,
                                                            1995           1994           1994
(Dollars in thousands)                                   (Unaudited)                   (Unaudited)
--------------------------------------------------------------------------------------------------
ASSETS:
Cash and Due from Banks                                  $  119,619    $  139,792        $ 94,592
Federal Funds Sold and Securities Purchased Under
 Agreements to Resell                                       238,128       150,057          37,739
Investment Securities:
  At Fair Market Value                                      133,447       148,703         181,740
  At Cost                                                     7,019         7,786           8,252
Loans:
  Commercial                                                574,857       616,652         510,373
  Real Estate Construction                                   11,769        10,674          10,338
  Real Estate Term                                           58,960        59,120          54,279
  Consumer and Other                                         16,881        21,017          23,521
-------------------------------------------------------------------------------------------------
Gross Loans                                                 662,467       707,463         598,511
  Unearned Income on Loans                                   (3,169)       (3,654)         (3,894)
-------------------------------------------------------------------------------------------------
Loans, Net of Unearned Income                               659,298       703,809         594,617
Allowance for Loan Losses                                   (22,500)      (20,000)        (25,000)
-------------------------------------------------------------------------------------------------
Net Loans                                                   636,798       683,809         569,617
Premises and Equipment                                        4,351         2,221           2,512
Other Real Estate Owned                                       5,133         7,089           8,145
Accrued Interest Receivable and Other Assets                 29,038        22,082          22,196
-------------------------------------------------------------------------------------------------
TOTAL ASSETS                                             $1,173,533    $1,161,539        $924,792
-------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Deposits:
  Noninterest-Bearing Demand Deposits                    $  391,138    $  401,455        $325,029
  Money Market, NOW and Savings Deposits                    619,008       585,171         454,770
  Time Deposits                                              60,473        88,747          65,203
-------------------------------------------------------------------------------------------------
Total Deposits                                            1,070,620     1,075,373         845,003
Other Liabilities                                            10,668         8,910           8,221
-------------------------------------------------------------------------------------------------
Total Liabilities                                         1,081,288     1,084,282         853,223
-------------------------------------------------------------------------------------------------
Shareholders' Equity:
Preferred Stock, No Par Value:
  20,000,000 Shares Authorized;
    None Outstanding
Common Stock, No Par Value:
  30,000,000 Shares Authorized;
    8,818,528 Shares Outstanding at June 30, 1995;
    8,509,194 Shares Outstanding at December 31, 1994;
    8,366,930 Shares Outstanding at June 30, 1994.           58,282        54,068          52,763
Retained Earnings                                            34,963        27,702          22,611
Net Unrealized Loss on Available-for-Sale Investments          (765)       (4,159)         (3,360)
Unearned Compensation                                          (234)         (355)           (445)
-------------------------------------------------------------------------------------------------
Total Shareholders' Equity                                   92,246        77,257          71,569
-------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $1,173,533    $1,161,539        $924,792
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------

See notes to interim consolidated financial statements.

3

SILICON VALLEY BANCSHARES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS


CONDENSED INCOME STATEMENTS

                                                                          Three Months Ended               Six Months Ended
                                                                               June 30,                        June 30,
                                                                      ---------------------------     --------------------------
                                                                         1995             1994           1995           1994
(Dollars in thousands, except per share amounts)                      (UNAUDITED)     (Unaudited)     (UNAUDITED)    (Unaudited)
--------------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME:
  Loans, including Fees                                                 $19,999         $14,144         $40,178        $27,355
  Investment Securities:
    Taxable                                                               2,250           3,120           4,481          6,035
    Non-Taxable                                                             117             136             239            275
  Other                                                                   1,937             108           3,413            797
--------------------------------------------------------------------------------------------------------------------------------
Total Interest Income                                                    24,303          17,508          48,311         34,462
--------------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE:
  Deposits                                                                5,936           3,190          11,780          6,411
  Other Borrowings                                                           --              19              --             19
--------------------------------------------------------------------------------------------------------------------------------
Total Interest Expense                                                    5,936           3,209          11,780          6,431
--------------------------------------------------------------------------------------------------------------------------------
Net Interest Income                                                      18,366          14,299          36,531         28,031
Provision for Loan Losses                                                 1,406           1,055           2,761          1,692
--------------------------------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for Loan Losses                      16,960          13,244          33,770         26,339
--------------------------------------------------------------------------------------------------------------------------------

NONINTEREST INCOME:
  Disposition of Client Warrants                                          1,578             779           1,803          1,866
  Letter of Credit and Foreign Exchange Income                              756             569           1,461          1,036
  Deposit Service Charges                                                   333             475             685            781
  Investment Losses                                                        (348)           (897)           (770)          (897)
  Other                                                                     162             130             280            263
--------------------------------------------------------------------------------------------------------------------------------
Total Noninterest Income                                                  2,481           1,056           3,459          3,049
--------------------------------------------------------------------------------------------------------------------------------

NONINTEREST EXPENSE:
  Compensation and Benefits                                               6,767           5,484          13,857         11,697
  Professional Services                                                   1,626           1,026           2,589          1,757
  Occupancy                                                                 715             601           1,647          1,124
  Furniture and Equipment                                                   675             295           1,205            685
  FDIC Deposit Insurance                                                    598             609           1,196          1,219
  Data Processing Services                                                  223             346             552            610
  Corporate Legal Expenses and Litigation                                   239             472             392          1,210
  Client Services                                                            44             321             257            608
  Cost of Other Real Estate Owned                                            20              72              15          1,304
  Other                                                                   1,508           1,129           2,773          2,182
--------------------------------------------------------------------------------------------------------------------------------
Total Noninterest Expense                                                12,416          10,356          24,483         22,397
--------------------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAX EXPENSE                                          7,026           3,944          12,746          6,992
INCOME TAX EXPENSE                                                        3,046           1,703           5,485          3,017
--------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                              $ 3,980         $ 2,241         $ 7,261        $ 3,975
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON AND
 COMMON EQUIVALENT SHARE                                                $  0.44         $  0.26         $  0.81        $  0.47
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------

See notes to interim consolidated financial statements.

4

SILICON VALLEY BANCSHARES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS


CONDENSED STATEMENTS OF CASH FLOWS

                                                                              Six Months Ended
                                                                                   June 30,
                                                                         -------------------------
                                                                            1995          1994
(Dollars in thousands)                                                   (UNAUDITED)   (Unaudited)
--------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS WERE PROVIDED BY (APPLIED TO):
OPERATING ACTIVITIES:
  Net Income                                                              $  7,261       $   3,975
  Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
    Provision for Loan Losses                                                2,761           1,692
    Provision for Valuation Adjustments on
     Other Real Estate Owned                                                    --             794
    Depreciation and Amortization                                            1,193             476
    (Increase) Decrease in Accrued Interest Receivable                         956            (181)
    (Increase) Decrease in Accounts Receivable                             (10,450)           (662)
    Increase (Decrease) in Accrued Interest Payable                            (36)             39
    Increase (Decrease) in Deferred Loan Fees                                 (485)            418
    Gain on Sales of Other Real Estate Owned                                  (124)           (162)
    Net Loss on Sales of Investment Securities                                 770             897
    Other, Net                                                               1,324           1,072
--------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                    3,170           8,358
--------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
  Proceeds from Maturities, Paydowns and
   Sales of Investment Securities                                           53,988         190,469
  Purchases of Investment Securities                                       (32,333)       (124,839)
  Net (Increase) Decrease in Loans                                          44,735         (41,512)
  Net Proceeds from Sales of Other Real Estate Owned                         2,079          14,878
  Capital Asset Expenditures                                                (3,323)           (651)
--------------------------------------------------------------------------------------------------
Net Cash Provided by Investing Activities                                   65,146          38,345
--------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
  Net Decrease in Deposits                                                  (4,753)        (69,956)
  Proceeds from Issuance of Common Stock, Net of Issuance Costs              4,335             608
--------------------------------------------------------------------------------------------------
Net Cash Applied to Financing Activities                                      (418)        (69,348)
--------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents                        67,898         (22,645)
Cash and Cash Equivalents at January 1,                                    289,849         154,976
--------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at June 30,                                     $357,747        $132,331
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------

OTHER CASH FLOW INFORMATION:
  Interest Paid                                                           $ 11,816        $  6,392
  Income Taxes Paid                                                       $  5,318        $  4,275
--------------------------------------------------------------------------------------------------

NON-CASH FINANCING AND INVESTING ACTIVITIES:
  Transfer of Loans to Other Real Estate Owned                            $     --        $  2,601
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------

See notes to interim consolidated financial statements.

5

SILICON VALLEY BANCSHARES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accounting and financial reporting policies of Silicon Valley Bancshares (the "Company") and its subsidiaries conform with generally accepted accounting principles and prevailing practices within the banking industry.

The interim consolidated financial statements include the accounts of the Company and those of its wholly-owned subsidiaries, Silicon Valley Bank (the "Bank") and SVB Leasing Company (inactive). The revenue, expenses, assets and liabilities of the subsidiaries are included in the respective line items in the interim consolidated financial statements after elimination of intercompany accounts and transactions.

In the opinion of Management, the interim consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's consolidated financial position at June 30, 1995, December 31, 1994, and June 30, 1994, the results of its operations for the three and six month periods ended June 30, 1995 and June 30, 1994, and the results of its cash flows for the six month periods ended June 30, 1995 and June 30, 1994.

The December 31, 1994 interim consolidated financial statements were derived from audited financial statements, and certain information and footnote disclosures normally presented in financial statements prepared in accordance with generally accepted accounting principles have been omitted. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1994 Annual Report to Shareholders. The results of operations for the three and six month periods ended June 30, 1995 may not necessarily be indicative of the operating results for the full year.

Certain reclassifications have been made to the Company's 1994 consolidated financial statements to conform to the 1995 presentations. Such reclassifications had no effect on the results of operations or shareholders' equity.

Amounts presented in tables throughout this report have been rounded to the nearest thousand. Totals or subtotals may appear to differ slightly due to the effects of rounding.

Cash and cash equivalents as reported in the condensed statements of cash flows include cash on hand, cash balances due from banks, federal funds sold and securities purchased under agreements to resell.

2. NET INCOME PER SHARE COMPUTATION

Net income per common and common equivalent share is calculated using weighted average shares, including the dilutive effect of stock options outstanding during the

6

period. Weighted average shares totaled: 9,033,164 and 8,944,291 for the three and six month periods ended June 30, 1995, and 8,523,244 and 8,498,841 for the three and six month periods ended June 30, 1994, respectively.

3. FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

Federal funds sold and securities purchased under agreements to resell includes interest-bearing deposits in other financial institutions of $128,000, $57,000, and $39,000 at June 30, 1995, December 31, 1994, and June 30, 1994, respectively.

4. INVESTMENT SECURITIES

The fair market value of investment securities classified as "held-to-maturity" and recorded at historical cost, adjusted for the amortization of premium or the accretion of discount where appropriate, was $7,413,000 at June 30, 1995, $8,050,000 at December 31, 1994, and $8,671,000 at June 30, 1994.

5. NEW ACCOUNTING PRONOUNCEMENTS

In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan." This standard, including its amendment by SFAS No. 118, "Accounting by Creditors for Impairment of a Loan -- Income Recognition and Disclosures," was adopted by the Company on January 1, 1995. SFAS No. 114 requires the Company to measure impairment of a loan based upon the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan's observable market price or the fair value of the collateral if the loan is collateral-dependent. A loan is considered impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.

At the time of adoption, certain insubstance foreclosure loans previously classified as other real estate owned were reclassified to nonaccrual loans. The amount of loans reclassified to conform with this new accounting standard was $1.4 million at December 31, 1994 and $6.9 million at June 30, 1994.

The aggregate recorded investment in loans for which impairment has been recognized in accordance with SFAS No. 114 totaled $12.3 million at June 30, 1995. Average impaired loans for the quarter ended June 30, 1995 were $13.1 million. Allocations to the allowance for loan losses related to impaired loans totaled $3.3 million at

7

June 30, 1995. The activity in the allowance for loan losses for the three and six month periods ended June 30, 1995 and 1994 is as follows:

                                    Three Months Ended June 30,   Six Months Ended June 30,
                                    ---------------------------   -------------------------
(Dollars in thousands)                 1995             1994          1995         1994
-------------------------------------------------------------------------------------------
Beginning Balance                     $21,500          $25,000       $20,000       $25,000
Provision for Loan Losses               1,406            1,055         2,761         1,692
Charge-offs                            (1,552)          (1,455)       (2,374)       (3,360)
Recoveries                              1,146              400         2,113         1,668
-------------------------------------------------------------------------------------------
Balance June 30,                      $22,500          $25,000       $22,500       $25,000
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

Loans are placed on nonaccrual status when they become 90 days past due as to principal or interest payments (unless both are well secured and in the process of collection), when the Company has determined that the timely collection of principal or interest is doubtful, or when they otherwise become impaired under the provisions of SFAS No. 114. When a loan is placed on nonaccrual status, the accrued interest receivable is reversed and the loan is accounted for on the cash or cost recovery method thereafter until qualifying for return to accrual status.

6. REGULATORY MATTERS

During 1993, the Company and Bank consented to formal supervisory orders by the Federal Reserve Bank of San Francisco and the Bank consented to a formal supervisory order by the California State Banking Department. These orders require, among other actions, the following: suspension of cash dividends; restrictions on transactions between the Company and the Bank without prior regulatory approval; development of a capital plan to ensure the Bank maintains adequate capital levels subject to regulatory approval; development of plans to improve the quality of the Bank's loan portfolio through collection or improvement of the loans within specified time frames; changes to the Bank's loan policies requiring the Directors' Loan Committee to approve all loans to any one borrower exceeding $3.0 million and requiring the Board of Directors to become more actively involved in loan portfolio management and monitoring activities; review of, and changes in, the Bank's loan policies to implement (i) policies for controlling and monitoring credit concentrations, (ii) underwriting standards for all loan products and (iii) standards for credit analysis and credit file documentation; development of an independent loan review function and related loan review policies and procedures; development of Board of Directors oversight programs to establish and maintain effective control and supervision of Management and major Bank operations and activities; development of a plan, including a written methodology, to maintain an adequate allowance for loan losses, defined as a minimum of 2.0% of total loans; development of business plans to establish guidelines for growth and ensure maintenance of adequate capital levels; a review and evaluation of existing compensation practices and development of officer compensation policies and procedures by the Boards of Directors of the Company and Bank; policies requiring that changes in fees paid to directors as well as bonuses paid to executive officers first receive regulatory approval; and development of a detailed internal audit plan for approval by the Board of Directors of the Bank. The State Banking Department order further requires the Bank maintain a tangible equity-to-assets ratio of 6.5%.

8

In addition, such plans, policies, and procedures may not be amended without prior regulatory approval. The Company and the Bank have taken steps to address these requirements. The Company believes compliance with these actions has not and will not have a material adverse impact on the business of the Bank, its clients, or the Company. The Company and the Bank were in substantial compliance with such orders at June 30, 1995.

9

PART I - FINANCIAL INFORMATION

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

BUSINESS OVERVIEW

Silicon Valley Bancshares (the "Company") is a bank holding company whose principal subsidiary is Silicon Valley Bank (the "Bank"), a California-chartered bank with headquarters in Santa Clara, California. The Bank maintains regional banking offices in Northern and Southern California, and additionally has loan offices in Oregon and Massachusetts. The Bank focuses on specific segments within each of its selected markets, including a variety of high technology, life science, and other emerging growth industries that present an opportunity for the Bank to differentiate its services from other providers. Substantially all assets, liabilities, and earnings of the Company relate to its investment in the Bank.

Early in 1995, the Bank received regulatory approval to relocate its corporate headquarters and main branch to a new 100,000 square foot facility in Santa Clara. Concurrent with this move, the Bank will close its existing branch offices in San Jose and Santa Clara, California and consolidate them with the nearby headquarters. The Bank commenced the relocation of its staff beginning in August 1995. The move will continue throughout the remainder of 1995 and early 1996. Additionally, the Bank received regulatory approval in early 1995 to open a loan production office in San Diego, California. The San Diego office officially opened June 1, 1995.

RESULTS OF OPERATIONS

Amounts presented in tables throughout this analysis have been rounded to the nearest thousand. Totals or subtotals may appear to differ slightly due to the effects of rounding.

EARNINGS SUMMARY

The Company reported net income of approximately $4.0 million, or $0.44 per share, for the second quarter of 1995. This represents an increase of $1.7 million, or $0.18 per share, compared with net income of $2.2 million, or $0.26 per share, for the second quarter of 1994. Net income for the first six months of 1995 was $7.3 million, or $0.81 per share, compared with net income of $4.0 million, or $0.47 per share, for the first six months of the prior year. The increase in 1995 net income as compared with 1994 (for both the three and six month periods ended June 30) was primarily due to significant loan originations and deposit growth during the latter half of 1994, a higher net interest margin and a substantial reduction in nonperforming assets during the past twelve months.

The Company's annualized return on average assets ("ROA") was 1.5% for the second quarter of 1995, and 1.4% for the six months ended June 30, 1995. These ratios improved from the Company's 1.0% ROA for the second quarter of 1994, and 0.8% ROA for the first six months of 1994. The Company's annualized return on average equity was 18.4% for the second quarter of

10

1995 and 17.4% for the first half of 1995, up from 12.5% for the second quarter of 1994 and 11.0% for the first half of 1994.

NET INTEREST INCOME AND MARGIN

Net interest income is the principal source of revenue for the Company. It represents the difference between interest earned on loans and investments and interest paid on funding sources, primarily deposits. Net interest margin is the amount of net interest income, on a fully taxable-equivalent basis, expressed as a percentage of average interest-earning assets.

11

The following table sets forth average assets, liabilities, and shareholders' equity, interest income and interest expense, average yields and rates, and the composition of the Company's net interest margin for the three month periods ended June 30, 1995 and June 30, 1994:

                                AVERAGE BALANCES, RATES AND YIELDS
                                                                Three Months Ended June 30,
                                           -------------------------------------------------------------------
                                                          1995                            1994
                                                       (UNAUDITED)                     (Unaudited)
--------------------------------------------------------------------------------------------------------------
                                                                    AVERAGE                          Average
                                              AVERAGE                YIELD/   Average                 Yield/
(Dollars in thousands)                        BALANCE    INTEREST    RATE     Balance     Interest     Rate
---------------------------------------------------------------------------------------------------------------
INTEREST-EARNING ASSETS:
  Federal Funds Sold and Securities
   Purchased Under Agreements
   to Resell                                $  128,331    $ 1,937     6.1%    $  11,402    $   108      3.8%
  Investment Securities:
   Taxable                                     151,088      2,250     6.0       232,749      3,120      5.4
   Non-Taxable (1)                               7,131        180    10.1         8,308        210     10.1
  Loans, Net of Unearned Income:
    Commercial                                 582,635     17,758    12.2       478,820     12,432     10.4
    Real Estate Construction and Term           64,925      1,691    10.4        60,535      1,192      7.9
    Consumer and Other                          16,682        549    13.2        23,617        520      8.8
---------------------------------------------------------------------------------------------------------------
  Total Loans                                  664,242     19,999    12.1       562,972     14,144     10.1
---------------------------------------------------------------------------------------------------------------
Total Interest-Earning Assets                  950,792    $24,366    10.3%      815,431    $17,582      8.6%
---------------------------------------------------------------------------------------------------------------
Cash and Due from Banks                        114,058                          111,997
Allowance for Loan Losses                      (22,511)                         (25,521)
Other Real Estate Owned                          5,862                            9,880
Other Assets                                    20,295                           15,213
---------------------------------------------------------------------------------------------------------------
Total Assets                                $1,068,497                        $ 927,000
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

FUNDING SOURCES:
Interest-Bearing Liabilities:
  Money Market, NOW and
   Savings Deposits                         $  553,494    $ 5,418     3.9%    $ 461,749    $ 2,784      2.4%
 Time Deposits                                  59,949        518     3.5        63,503        406      2.6
 Federal Funds Purchased                            --         --      --         1,825         19      4.3
---------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities             613,443      5,936     3.9       527,077      3,209      2.4
Portion of Noninterest-Bearing
 Funding Sources                               337,349                          288,354
---------------------------------------------------------------------------------------------------------------
Total Funding Sources                          950,792    $ 5,936     2.5%      815,431    $ 3,209      1.6%
---------------------------------------------------------------------------------------------------------------
Noninterest-Bearing Funding Sources:
  Demand Deposits                              355,243                          325,319
  Portion Used to Fund Interest-Earning
   Assets                                     (337,349)                        (288,354)
  Other Liabilities                             13,220                            2,871
  Shareholders' Equity                          86,591                           71,733
---------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS'
 EQUITY                                     $1,068,497                        $ 927,000
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                       $18,429                          $14,373
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
NET INTEREST MARGIN                                                   7.8%                              7.1%
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

Memorandum:  Total Deposits                 $  968,685                        $ 850,571
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
(1)  Interest income on tax exempt investments has been adjusted to a fully
     taxable-equivalent basis using the federal statutory rate of 35% for 1994
     and 1995.  The taxable-equivalent adjustments were $63 and $73 for the
     three month periods ended June 30, 1995 and 1994, respectively.

12

Net interest income on a fully taxable-equivalent basis was $18.4 million for the second quarter of 1995, up $4.1 million, or 28.2%, from the $14.4 million reported for the second quarter of 1994, and $36.5 million for the first six months of 1995, up $8.5 million from the $28.0 million reported for the first six months of 1994. This increase resulted from a higher net interest margin and the growth in average interest-earning assets. The net interest margin for the quarter ended June 30, 1995 was 7.8%, compared to 7.1% for the second quarter of 1994. The increase in net interest margin resulted from higher market interest rates in combination with the Company's asset and liability repricing structure. It is Management's objective to manage interest rate risk by maintaining a modestly asset-sensitive position (whereby interest-earning assets reprice sooner than funding sources), so that the net interest margin increases as market interest rates rise and decreases when rates decline. It is likely that the net interest margin will stabilize or decline should interest rates decline in future periods.

Average loans increased 18.0%, or $101.3 million, to $664.2 million for the second quarter of 1995, from $563.0 million for the second quarter of 1994. Average loans for the six months ended June 30, 1995 were $683.5 million, an increase of 23.3%, or $129.1 million, from $554.4 million for the six months ended June 30, 1994. This year-over-year increase occurred primarily during the last six months of 1994, and was concentrated in the commercial loan portfolio. Average loans have remained fairly constant since December 1994. Although the production of new loans during the first half of 1995 was consistent with Management's expectations, there has been a higher than expected amount of loan payoffs related to the capital raising activities of some of the Bank's technology clients. The Company estimates that over $70 million of outstanding loans were paid off during the first half of 1995 as a result of these capital market activities. Because of these loan payoffs, growth in net interest income may be adversely affected. See "RESULTS OF OPERATIONS -- Noninterest Income" for additional related information. Another factor affecting the level of interest-earning assets and net interest income growth was an improvement in credit quality, as evidenced by the more than 50% decline in nonperforming assets from June 30, 1994 to June 30, 1995.

The growth in average loans, higher interest rates, and improved credit quality combined to increase interest and fee income on loans to $20.0 million for the second quarter of 1995 and $40.2 million for the first two quarters of 1995 combined, up $5.9 million and $12.8 million, respectively, from $14.1 million and $27.4 million for the comparable periods in 1994.

Average investment securities decreased to $158.2 million for the second quarter of 1995 from $241.1 million for the second quarter of 1994, and decreased to $159.7 million for the six months ended June 30, 1995 from $230.8 million for the six months ended June 30, 1994. The proceeds from maturities and sales of the investment portfolio have been used to fund a portion of the growth in loans.

Average total deposits increased to $968.7 million and $984.5 million for the three and six month periods ended June 30, 1995. These figures represent an increase of $118.1 million, or 13.9%, and $107.0 million, or 12.2%, from the comparable periods of 1994. A significant portion of this growth occurred in money market deposit accounts, which increased 19.8% to average $539.8 million for the second quarter of 1995. Average noninterest-bearing demand deposits represented

13

36.7% of average total deposits for the second quarter of 1995 compared to 38.2% of average total deposits for the second quarter of 1994.

PROVISION FOR LOAN LOSSES

The provision for loan losses is based on Management's evaluation of the adequacy of the existing allowance for loan losses in relation to total loans and Management's continuous assessment of the inherent and identified risk dynamics of the loan portfolio resulting from reviews of selected individual loans and loan commitments.

The provision for loan losses was $1.4 million during the second quarter of 1995, compared with $1.1 million during the second quarter of 1994, and $2.8 million for the first six months of 1995, compared with $1.7 million for the comparable period in 1994. Gross charge-offs for the first six months of 1995 were $2.4 million, compared with $3.4 million for the first six months of 1994. Loan loss recoveries for the first six months of the year were $2.1 million in 1995 and $1.7 million in 1994. See "FINANCIAL CONDITION -- Credit Risk and the Allowance for Loan Losses" for additional related information.

NONINTEREST INCOME

Total noninterest income for the three and six month periods ended June 30, 1995 was $2.5 million and $3.5 million, respectively, up from $1.1 million and $3.0 million in the comparable 1994 periods. The increase in noninterest income for the second quarter of 1995 compared to the second quarter of 1994 was primarily related to reduced losses on sales of investment securities combined with an increase in income related to the disposition of client warrants. The increase in warrant-related income during the second quarter of 1995 can be attributed to the high level of technology company stock offerings during the first half of 1995.

The Company has historically obtained rights to acquire stock (in the form of warrants) in certain nonpublic clients as part of negotiated credit facilities. The receipt of warrants does not change the loan covenants or other collateral control techniques employed by the Bank to mitigate the risk of a loan becoming nonperforming. Interest rates, loan fees and collateral requirements on loans with warrants are similar to lending arrangements where warrants are not obtained. The timing and amount of income from the disposition of warrants typically depends on factors beyond the control of the Company, including the general condition of the equity markets, and therefore cannot be predicted with any degree of accuracy and is likely to vary materially over time. Based upon public stock offerings which occurred in the first half of 1995, the Company announced that it has realized approximately $3.8 million in warrant-related income between July 1 and August 4, 1995. This income is expected to mitigate anticipated pressure on net interest income attributable to more than $70 million of loan payoffs during the first half of 1995 by clients which have recently accessed the capital markets. See "RESULTS OF OPERATIONS -- Net Interest Income and Margin" for additional related information.

Losses related to the sales of investment securities decreased from $0.9 million during the second quarter of 1994 to $0.3 million during the second quarter of 1995. On a year-to-date basis, the losses on sales of investment securities were $0.8 million at June 30, 1995 and $0.9 million at June 30, 1994. The securities sold during the first half of 1995 were primarily mortgage-backed

14

securities. All sales of investment securities were conducted as a normal component of the Company's interest rate risk and liquidity management activities.

Letter of credit fees, foreign exchange fees and other income related to trade finance activities increased 32.8%, or $0.2 million, from the second quarter of 1994 to the second quarter of 1995, and 40.9%, or $0.4 million, for the first six months of the respective years. The growth in this category of noninterest income reflects a concerted effort by Management to expand the penetration of trade-related services among the existing base of borrowing clients.

Deposit service charges for the three and six month periods ended June 30 decreased from $0.5 million and $0.8 million in 1994 to $0.3 million and $0.7 million in 1995. Clients compensate the Bank for depository services either through earnings credits computed on their demand deposit balances, or via explicit payments recognized as deposit service charges. As interest rates rose throughout 1994 and early 1995, the earnings credit rates increased, thus lowering the amount of explicit service charges.

NONINTEREST EXPENSE

Noninterest expense increased to $12.4 million and $24.5 million from $10.4 million and $22.4 million for the three and six month periods ended June 30, 1995 and 1994, respectively. The following table presents the detail of noninterest expense and the incremental contributions of each line item to the efficiency ratio:

                                                   Three Months Ended June 30,
----------------------------------------------------------------------------------------
                                                   1995                  1994
----------------------------------------------------------------------------------------
                                                        Percent                Percent
                                                      of Adjusted            of Adjusted
(Dollars in thousands)                       Amount    Revenues     Amount    Revenues
----------------------------------------------------------------------------------------
Compensation and Benefits                    $ 6,767     34.5%      $ 5,484      35.4%
Professional Services                          1,626      8.3         1,026       6.6
Occupancy                                        715      3.6           601       3.9
FDIC Deposit Insurance                           598      3.0           609       3.9
Furniture and Equipment                          675      3.4           295       1.9
Corporate Legal Expenses and Litigation          239      1.2           472       3.0
Data Processing Services                         223      1.1           346       2.2
Client Services                                   44      0.2           321       2.1
Other                                          1,508      7.7         1,129       7.3
                                             -------     ----       -------      ----
Total Excluding Cost of Other
 Real Estate Owned                            12,396                 10,283

Efficiency Ratio                                         63.2%                   66.5%
                                                         ----                    ----
                                                         ----                    ----
Cost of Other Real Estate Owned                   20                     72
                                             -------                -------
Total Noninterest Expense                    $12,416                $10,356
                                             -------                -------
                                             -------                -------

Management closely monitors the level of noninterest expense using a variety of financial ratios. The efficiency ratio is calculated by dividing the amount of noninterest expense, excluding costs associated with other real estate owned ("OREO"), by adjusted revenues, defined as the total of net interest income and noninterest income, excluding warrant income and gains or losses from securities sales. This ratio reflects the level of operating expense required to generate $1 of

15

operating revenue. The Company's efficiency ratio improved from 66.5% for the second quarter of 1994 to 63.2% for the second quarter of 1995, and improved substantially from 70.0% for the first half of 1994 to 62.8% for the first half of 1995.

Salaries and related employee benefits expenses increased $1.3 million, or 23.4%, to $6.8 million and increased $2.2 million, or 18.5%, to $13.9 million for the three and six month periods ended June 30, 1995, from $5.5 million and $11.7 million for the comparable periods in 1994. Average full-time equivalent staff for the second quarter of 1995 was 331, compared with 285 for the second quarter of 1994, and 327 for the first six months of 1995, compared with 290 for the first six months of 1994. Staff increases year-over-year were primarily due to expansion of the lending staff during the second half of 1994 in response to growth in the loan portfolio.

Expenses related to professional services have increased $0.6 million from the second quarter of 1994 to the second quarter of 1995, and $0.8 million from the first half of 1994 to the first half of 1995. The level of expense incurred, as well as the increases in 1995 over the comparable periods in 1994, reflects the continuing extensive use of consulting and legal services associated with building the infrastructure of the Bank, establishing new policies and procedures, and complying with regulatory consent orders.

Occupancy, furniture and equipment, and other miscellaneous expenses have all increased during the second quarter and first half of 1995 compared to the corresponding periods in 1994 in response to the aforementioned growth in personnel. These expense categories have also increased as a result of the Company's move to a new corporate headquarters facility and its conversion to an in-house core computer system.

As a result of the reduction in nonperforming assets throughout the past four quarters, there has been a sharp decline in the expenses related to OREO. For the three and six month periods ended June 30, 1995, this expense was less than $20,000, compared with $72,000 for the second quarter of 1994 and $1.3 million for the six months ended June 30, 1994. The cost of OREO includes: maintenance expenses; property taxes; marketing costs; net operating expense or income associated with income-producing properties; property write-downs; and losses or gains on the sales of such properties. The total amount of OREO declined to $5.1 million at June 30, 1995, from $8.1 million at June 30, 1994.

INCOME TAXES

The Company's effective tax rate was 43.0% for the first six months of 1995 and 43.1% for the first six months of 1994. The Company's effective tax rate does not differ significantly from the statutory rate structure, currently 35.0% for Federal income taxes, and approximately 11.5% for California franchise taxes.

FINANCIAL CONDITION

Total assets were $1.2 billion at June 30, 1995, compared with $1.2 billion at December 31, 1994, and $0.9 billion at June 30, 1994.

16

FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

Federal funds sold, interest-bearing deposits in other financial institutions, and securities purchased under agreements to resell totaled $238.1 million at the end of the second quarter of 1995, compared with $150.1 million at year-end 1994, and $37.7 million at the end of the second quarter of 1994. The significant increase from June to December of 1994 was primarily due to successful deposit gathering efforts by the Company. The further increase during the first six months of 1995 was due to technology company public stock offerings and the resulting loan paydowns, as well as increased deposit balances.

INVESTMENT SECURITIES

Investment securities were $140.5 million at June 30, 1995, 10.2% lower than the $156.5 million total at December 31, 1994, and 26.1% lower than the $190.0 million at June 30, 1994. The decrease in investment securities was primarily in response to the growth of the loan portfolio as well as the Bank's interest rate risk and liquidity management activities. The Company had an outstanding receivable of $9.5 million at June 30, 1995 related to the sales of certain investment securities, the proceeds of which were received in early July, 1995.

LOANS

As of June 30, 1995, total loans, net of unearned income, were $659.3 million, down 6.3% from the $703.8 million at year-end 1994, but up 10.9% from the $594.6 million recorded at the end of the second quarter of 1994. Commercial loans, net of unearned income, were $572.3 million and accounted for 86.8% of the total loan portfolio at June 30, 1995. This represents a 12.9% increase from the $507.0 million one year prior. The decline in total loans from year-end reflects an unusually large amount of capital-raising activity by the Bank's technology clients. Over $70 million of loan payoffs during the first six months of 1995 are attributable to such events. See, "RESULTS OF OPERATIONS -- Net Interest Income and Margin, and Noninterest Income", respectively, for additional related information.

CREDIT RISK AND THE ALLOWANCE FOR LOAN LOSSES

Lending money involves an inherent risk of nonpayment. Through the administration of the loan policies and careful monitoring of the portfolio, Management seeks to reduce such risks to an acceptable level. The allowance for loan losses provides a financial buffer for losses, both identified and unidentified, in the loan portfolio. Management regularly reviews and monitors the loan portfolio to determine the risk profile of each credit and to identify credits whose risk profiles have changed. This review includes, but is not limited to, such factors as payment status, the financial condition of the borrower, borrower compliance with loan covenants, underlying collateral values, potential loan concentrations, and general economic conditions. Potential problem credits are identified and appropriate action plans are developed.

17

Nonperforming assets consist of loans that are past due 90 days or more but still accruing interest, loans on nonaccrual status, and OREO. The table below sets forth certain relationships between nonperforming loans, nonperforming assets, and the allowance for loan losses.

----------------------------------------------------------------------------------------------------
                                        CREDIT QUALITY
----------------------------------------------------------------------------------------------------
                                                        JUNE 30,      December 31,     June 30,
                                                          1995            1994           1994
(Dollars in thousands)                                 (Unaudited)                    (Unaudited)
----------------------------------------------------------------------------------------------------
NONPERFORMING ASSETS:
Loans Past Due 90 Days or More                          $   936         $   444          $ 2,726
Nonaccrual Loans (1)                                     12,255          11,269           29,098
----------------------------------------------------------------------------------------------------
Total Nonperforming Loans                                13,191          11,713           31,824
OREO (1)                                                  5,133           7,089            8,145
----------------------------------------------------------------------------------------------------
Total Nonperforming Assets                              $18,324         $18,802          $39,969
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------

Nonperforming Loans as a Percent of Total Loans             2.0%            1.7%             5.4%
OREO as a Percent of Total Assets                           0.4%            0.6%             0.9%
Nonperforming Assets as a Percent of Total Assets           1.6%            1.6%             4.3%

ALLOWANCE FOR LOAN LOSSES                               $22,500         $20,000          $25,000
  As a Percent of Total Loans                               3.4%            2.8%             4.2%
  As a Percent of Nonaccrual Loans                        183.6%          177.5%            85.9%
  As a Percent of Nonperforming Loans                     170.6%          170.8%            78.6%

(1)  In accordance with Statement of Financial Accounting Standard No. 114,
     insubstance foreclosure loans have been reclassified from OREO to
     nonaccrual loans.  The reclassified amounts are: $6,869 at June 30, 1994
     and $1,377 at December 31, 1994.

Nonperforming assets have shown substantial improvement from one year ago, declining from $40.0 million at June 30, 1994 to $18.8 million at December 31, 1994 and $18.3 million at June 30, 1995. The improvement in nonperforming assets has resulted from the concerted efforts of Management to maintain a strong credit discipline and consistent administration of credit policies and procedures.

As of January 1, 1995, the Company adopted Statement of Financial Accounting Standard ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan" as amended by SFAS No. 118, "Accounting by Creditors for Impairment of a Loan -- Income Recognition and Disclosures." At the time of adoption, approximately $1.4 million of insubstance foreclosure loans previously classified as other real estate owned were reclassified to nonaccrual loans. Prior period presentations of insubstance foreclosure loans have been reclassified to conform with this accounting standard.

In addition to loans included in nonperforming assets, Management has identified one loan with a principal amount aggregating approximately $7.0 million that, on the basis of information available to Management as of June 30, 1995, was judged to have a higher than normal risk of becoming nonperforming. The Company is not aware of any other loans at June 30, 1995 where known information about possible problems of the borrower casts serious doubts about the ability of the borrower to comply with the loan repayment terms.

18

DEPOSITS

The growth in total assets over the past four quarters was funded, primarily, by the growth in total deposits. Total deposits were $1,070.6 million at June 30, 1995, compared with $1,075.4 million at December 31, 1994 and $845.0 million at June 30, 1994. Noninterest-bearing demand deposits were $391.1 million at the end of the second quarter of 1995, compared with $401.5 million at year-end 1994, and $325.0 million at the end of the second quarter of 1994. Money market, NOW, and savings deposits totaled $619.0 million at June 30, 1995, up from $585.2 million at December 31, 1994, and $454.8 million at June 30, 1994. The increase in deposits during the past four quarters resulted from successful marketing efforts by the Bank.

LIQUIDITY MANAGEMENT

Management regularly reviews general economic and financial conditions, both external and internal, and determines whether the positions taken with respect to liquidity and interest rate sensitivity are appropriate. The objectives of liquidity management are to provide funds at an acceptable cost to meet loan demand and depositors' needs, and to service other liabilities as they come due. As of June 30, 1995, liquid assets as a percentage of deposits were 36.5%, compared with 30.4% at December 31, 1994 and 19.6% at June 30, 1994. Liquid assets include cash and due from banks, short-term time deposits, federal funds sold, securities purchased under agreements to resell, and investment securities maturing within one year.

CAPITAL RESOURCES

Management seeks to maintain adequate capital to support anticipated asset growth and credit risks, and to ensure that the Company and the Bank are in compliance with all regulatory capital guidelines. The primary source of increased capital for the Company has been the retention of earnings. Aside from current earnings, an additional source of new capital for the Company has been proceeds from the issuance of common stock under the Company's employee benefits plans including the Company's Stock Option Plan, Employee Stock Ownership Plan, and Employee Stock Purchase Plan. Capital generated through employee benefits plans during the second quarter and first six months of 1995 was $2.8 million and $4.3 million, respectively, compared with $0.2 million and $0.6 million during the comparable periods of 1994. Shareholders' equity also increased during the twelve month period ended June 30, 1995 due to a decline in the net unrealized loss on investment securities from $3.4 million at June 30, 1994 and $4.2 million at year-end 1994 to $0.8 million at June 30, 1995.

The Company and Bank are subject to capital adequacy guidelines issued by the Federal Reserve Board. Under these guidelines, the minimum total capital requirement is 8.0% of assets and certain off-balance sheet items, weighted by risk. At least 4.0% of the total 8.0% capital ratio must consist of Tier 1 capital, defined as tangible common equity, and the remainder may consist of subordinated debt, cumulative preferred stock, and a limited amount of the allowance for loan losses.

The Federal Reserve Board has established minimum capital leverage ratio guidelines for state member banks. The ratio is determined using Tier 1 capital divided by quarterly average total assets. The guidelines require a minimum of 3.0%; however, banks experiencing high growth rates are expected to maintain capital positions well above minimum supervisory levels.

19

In addition to the foregoing requirements, the Bank is also subject to a capital requirement established by the California State Banking Department. Under the regulatory consent order with the State Banking Department, the Bank must maintain a minimum tangible equity-to-assets ratio of 6.5%. The Bank's tangible equity-to-assets ratio at June 30, 1995 was 7.6%, compared with 6.5% at December 31, 1994 and 7.4% at June 30, 1994.

The Company and the Bank had capital ratios in excess of regulatory guidelines as of June 30, 1995. Capital ratios for the Company are set forth below:

-----------------------------------------------------------------------------
                                     June 30,   December 31,   June 30,
                                       1995         1994         1994
-----------------------------------------------------------------------------
Total Risk-Based Capital Ratio        11.3%         10.1%        11.9%
Tier 1 Risk-Based Capital Ratio       10.0%          8.9%        10.6%
Tier 1 Leverage Ratio                  8.7%          8.3%         8.1%
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

The decrease in the Total and Tier 1 risk-based capital ratios from June to December, 1994 was primarily the result of growth in total assets, loans and commitments outstanding at year-end. Total assets were roughly the same at June 30, 1995 as at year-end 1994, while outstanding loan balances decreased during the first half of 1995 and shareholders' equity experienced a substantial increase during this six month period. As a result, the Company's Total and Tier 1 risk-based capital ratios improved to 11.3% and 10.0%, respectively, at June 30, 1995.

CURRENT OPERATING ENVIRONMENT

The National and California economies have slowed somewhat from the growth experienced during 1994, resulting in a recent 25 basis point decline in the target federal funds rate by the Federal Open Market Committee. This was the first such reduction in the target rate since prior to 1994. If interest rates throughout the remainder of the year remain little changed from June 30, 1995, the Company's net interest margin may decline modestly, reflecting higher deposit costs.

The intense pace of technology company stock offerings by the Bank's clients during the first half of 1995 has had a two-pronged effect on the Company. It has resulted in more than $70 million of loan payoffs by these clients, but it has also enabled the Company to exercise a number of stock warrants from clients that completed public offerings. During the first half of 1995, the disposition of stock warrants contributed $1.8 million to the Company's pre-tax earnings. Between July 1 and August 4, 1995, the Bank realized approximately $3.8 million in warrant-related income. Management anticipates that these trends related to the capital market activities of technology companies will continue during the second half of 1995. See, "RESULTS OF OPERATIONS -- Net Interest Income and Margin, and Noninterest Income," respectively, for additional related information.

The Company remains subject to the regulatory consent orders discussed in Note 6. While the Company cannot predict the effect of any specific requirement of these actions, the Company believes that continued compliance with these actions will not have a significant adverse impact on the business of the Bank, its clients or the Company.

Current financial results should not be considered to be an indicator of future financial performance, and investors should not use historical trends to anticipate results or trends in future periods.

20

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Certain lawsuits and claims arising in the ordinary course of business have been filed or are pending against the Bank and/or the Company. Based upon information available to the Company, its review of such claims to date, and consultation with its counsel, Management believes the liability relating to these actions, if any, will not have a material adverse effect on the Company's consolidated financial position or results of operations.

ITEM 2. CHANGES IN SECURITIES

Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

a) The Annual Meeting of Shareholders was held on May 23, 1995.

Each of the persons named in the Proxy Statement as a nominee for director was elected; amendments to the Silicon Valley Bancshares 1989 Stock Option Plan were approved; and the appointment of KPMG Peat Marwick, LLP as the Company's independent auditors was ratified. The following are the voting results on each of these matters:

1)     Election of Directors:            In Favor         Withheld
       ----------------------            ---------        --------
       Gary K. Barr                      5,563,847         97,560
       James F. Burns, Jr.               5,606,817         54,590
       John C. Dean                      5,607,051         54,356
       Clarence J. Ferrari, Jr., Esq.    5,593,250         68,157
       Henry M. Gay                      5,589,016         72,391
       Daniel J. Kelleher (1)            5,556,259        105,148
       James R. Porter                   5,607,647         53,760
       Michael Roster, Esq. (2)          5,607,596         53,811
       Roger V. Smith (3)                5,589,911         71,496
       Ann R. Wells                      5,588,679         72,728
       (1)  Chair-Elect of the Company Board and the Bank Board
       (2)  Vice Chair-Elect of the Company Board and the Bank Board
       (3)  Pursuant to an agreement among the Company, the Bank,
            and Mr. Smith, the Company has agreed to nominate Mr.
            Smith as a director of the Company in 1995.

21

                                       In Favor      Opposed     Abstained
                                       ---------     -------     ---------
2)     Amendments to the Silicon
       Valley Bancshares
       1989 Stock Option Plan          5,194,909     406,308       60,190

3)     Ratification of the
       appointment of KPMG
       Peat Marwick, LLP as the
       Company's independent
       auditors for 1995               5,621,295      11,931       28,181

ITEM 5. OTHER INFORMATION

Not applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits:

                                                              Sequentially
                                                                Numbered
Exhibit Number           Exhibit                                  Page
--------------           -------                                  ----
    10.19       Agreement not to Stand for Re-election as
                Director of Silicon Valley Bancshares and
                Silicon Valley Bank and Mutual General
                Release of Claims between Dr. Allan C.
                Kramer and Silicon Valley Bancshares and
                Silicon Valley Bank                                   1

    10.20       Agreement not to Stand for Re-election as
                Director of Silicon Valley Bancshares and
                Silicon Valley Bank and Mutual General
                Release of Claims between Barry A. Turkus and
                Silicon Valley Bancshares and Silicon Valley
                Bank                                                  5

    10.21       Separation Agreement and General Release
                between Allyn C. Woodward, Jr. and Silicon
                Valley Bancshares and Silicon Valley Bank             9

    10.22       Restricted Stock Bonus and Non-Compete
                Agreement between Allyn C. Woodward, Jr. and
                Silicon Valley Bancshares and Silicon Valley
                Bank                                                 20

    10.23       Amendment and Restatement of Silicon
                Valley Bancshares 1989 Stock Option Plan             23

b) No reports on Form 8-K have been filed by the Registrant during the three months ended June 30, 1995.

22

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SILICON VALLEY BANCSHARES
(Registrant)

Date:      August 9, 1995                     By:  (s) Dennis G. Uyemura
      -----------------------                     -----------------------
                                              Dennis G. Uyemura
                                              Executive Vice President and
                                              Chief Financial Officer
                                              (Principal Financial Officer)

23


EXHIBIT # 10.19

April 28, 1995

Dr. Allan C. Kramer
22 Almendra Lane
Los Altos, CA 94022

RE: AGREEMENT NOT TO STAND FOR REELECTION AS DIRECTOR
OF SILICON VALLEY BANCSHARES AND SILICON VALLEY BANK
AND MUTUAL GENERAL RELEASE OF CLAIMS

Dear Allan:

This letter agreement ("Agreement") is made and entered into this 28th day of April, 1995 (the "Effective Date") by and among Silicon Valley Bancshares ("Bancshares"), Silicon Valley Bank (the "Bank") and Dr. Allan C. Kramer (the "Director") with reference to the following.

The Director has served as a director of Bancshares and the Bank. The Boards of Directors of Bancshares and the Bank have determined to reduce the authorized number of directors from 12 to 10, with respect to the Bancshares Board, effective as of the date of Bancshares' 1995 annual meeting of shareholders, and from 11 to 9, with respect to the Bank's Board, effective as of the date of the Bank's 1995 annual meeting of shareholders. The Director, Bancshares and the Bank have decided that it is in their mutual best interests for the Director not to stand for reelection at the Bancshares' 1995 annual meeting or at the Bank's 1995 annual meeting.

During 1994, persons serving as nonemployee directors of Bancshares and the Bank, including the Director, were authorized to receive restricted grants of Bancshares' common stock as compensation for their service as directors for each of the 1994-1995, 1995-1996 and 1996-1997 terms of office. As authorized by the Bancshares' and Bank's Boards of Directors, these stock grants are to be awarded in amounts of 2,500 per year and are subject to certain restrictions on resale or transfer. In connection with the foregoing, it has previously been determined that the Director is to receive a restricted stock grant of 2,500 shares for his service during the 1994-1995 term. Because the Director will not stand for reelection at Bancshares' 1995 annual meeting or the Bank's 1995 annual meeting, the Director is not entitled to receive a stock grant or other form of compensation in connection with the 1995-1996 or 1996- 1997 terms of office.

1

Notwithstanding the foregoing, however, and in addition to the 2,500 shares he is to receive as compensation for his 1994-1995 term, in consideration of the Director's execution of this Agreement, Bancshares and the Bank have agreed to grant to the Director 2,500 unrestricted shares of Bancshares' common stock (the "Stock Grant"), which Stock Grant shall be made as of the Effective Date hereof.

Now, therefore, in consideration of the foregoing and performance of this Agreement and of the covenants and promises herein contained, the adequacy and receipt of which consideration is hereby acknowledged, the parties hereto agree as follows:

1. The Director shall not stand for reelection as a director of Bancshares or the Bank at Bancshares' 1995 annual meeting or at the Bank's 1995 annual meeting and will not accept nomination to either Board by any person.

2. As of the Effective Date, Bancshares shall make the Stock Grant to the Director. The Director acknowledges in this regard that, except with respect to the restricted stock grant (the "1994 Grant") to be made in connection with his service during the 1994-1995 term of office, he is not otherwise entitled to receive a grant of stock or other payment from Bancshares or the Bank in consideration for his service as a director of Bancshares or the Bank. Shares of stock issued pursuant to the Stock Grant shall not be subject to any resale restrictions by Bancshares or the Bank (although other restrictions on sale or transfer may apply under applicable securities laws). Additionally, the 1994 Grant shall not be subject to any resale restrictions by Bancshares of the Bank (assuming shareholder approval is received at the 1995 Annual Meeting of Shareholders to delete existing resale restrictions) (although other restrictions on sale or transfer may apply under applicable securities laws).

3. From and after the Effective Date, the Director, on the one hand, and Bancshares and the Bank, on the other hand, on behalf of themselves and their respective heirs, legal representatives, successors and assigns, irrevocably release and discharge each other and their respective heirs, legal representatives, successors and assigns, officers, directors, shareholders, attorneys, agents and employees, and each of them, from any and all causes of action, claims, actions, rights, demands, obligations, damages or liabilities of whatever kind or character, which they may have against each other, whether known or unknown.

4. The Director, on the one hand, and Bancshares and the Bank, on the other hand, on behalf of themselves and their respective heirs, legal representatives, agents, successors and assigns, expressly waive all rights afforded by California Civil Code Section 1542 and do so acknowledging the significance of such specific waiver. The Director further acknowledges that he has been afforded the opportunity to be represented in this matter by counsel. The Director, on the one hand, and Bancshares and the Bank, on the other hand, acknowledge that they are familiar with the provisions of California Civil Code
Section 1542, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the

2

release, which if known by him must have materially affected his settlement with the debtor.

5. The Director agrees to maintain confidentiality with respect to all confidential information of any type which the Director may have obtained during the course of his service as a director of Bancshares or the Bank. The Director further agrees to maintain the confidentiality of this Agreement and its underlying facts or circumstances. The Director further agrees to return to Bancshares or the Bank, upon their reasonable request, all manuals, documents, files or other proprietary materials used by the Director during his service, which the Director acknowledges to be the property of Bancshares or the Bank, as the case may be.

6. The Director acknowledges that, pursuant to Bancshares' 1983 and 1989 stock option plans (the "Plans"), stock options previously granted to the Director under the Plans must be exercised within 3 months following termination of the Director's status as a director of Bancshares or the Bank and otherwise in accordance with the requirements of the Plans.

7. Bancshares, the Bank and the Director acknowledge and agree that they shall not now or in the future make to any other person any negative or otherwise disparaging comments or statements about the other, or any of their respective officers, agents or employees, including disparaging comments regarding business practices, and that none of them shall communicate to any person any facts or opinions that might tend to reflect adversely upon the other or to harm the reputation of the other in the conduct of their respective personal, business or professional affairs. Without limiting the generality of the foregoing sentence, Bancshares and the Bank agree that, when responding to inquiries by third parties regarding the circumstances of the Director's departure from the Bancshares Board and the Bank Board, Bancshares and/or the Bank will communicate that the Director left the Boards in good standing. The Director acknowledges and agrees that he shall not interfere with, nor cause interference with, the conduct of Bancshares' or the Bank's 1995 annual shareholders' meetings. The Director further acknowledges and agrees that he will not participate in any proxy contests with respect to any such 1995 meetings or otherwise interfere with the proxy solicitation efforts relating thereto.

8. Bancshares, the Bank and the Director acknowledge and agree that in the event of any breach of any term or provision of this Agreement, such party shall indemnify and hold harmless each of the other parties from and against any and all claims, demands, causes of action, obligations, damages or liabilities, including reasonable costs and attorneys' fees, arising from or in connection with that breach.

9. Bancshares and the Bank shall indemnify the Director to the maximum extent permitted under the respective companies' bylaws, the California Corporations Code, and the Directors and Officers Liability Insurance maintained by the respective companies. The provisions of this paragraph shall inure to the benefit of Director's estate, executor, administrator, heirs, legatees and devisees.

10. This Agreement shall be governed by and construed in accordance with the laws of California.

3

11. This Agreement contains all of the terms and conditions agreed upon by the parties hereto relating to the subject matter hereof and supersedes any prior agreements, negotiations or representations, whether oral or written, relating thereto. Should any provision of this Agreement be held invalid or illegal, the remaining portions of this Agreement shall remain fully enforceable in accordance with their terms. Any amendment or modification of this Agreement must be in writing and executed by the Director and duly authorized representatives of Bancshares and the Bank. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

Please acknowledge your acceptance of this Agreement and each of the respective terms hereof by signing and dating below.

Very truly yours,

SILICON VALLEY BANCSHARES

By:  s/ Clarence J. Ferrari, Jr.
   ----------------------------------
   Clarence J. Ferrari, Jr., Chairman

Date:     5/17/95
     ---------------

SILICON VALLEY BANK

By:  s/ Clarence J. Ferrari, Jr.
   ----------------------------------
   Clarence J. Ferrari, Jr., Chairman

Date:     5/17/95
     ----------------

DIRECTOR

  s/ Dr. Allan C. Kramer
  ----------------------------
   Dr. Allan C. Kramer

Date:     5/11/95
     ----------------

4


EXHIBIT # 10.20


April 28, 1995

Barry A. Turkus
11987 Murietta Lane
Los Altos Hills, CA 94022

RE: AGREEMENT NOT TO STAND FOR REELECTION AS DIRECTOR
OF SILICON VALLEY BANCSHARES AND SILICON VALLEY BANK
AND MUTUAL GENERAL RELEASE OF CLAIMS

Dear Barry:

This letter agreement ("Agreement") is made and entered into this 28th day of April, 1995 (the "Effective Date") by and among Silicon Valley Bancshares ("Bancshares"), Silicon Valley Bank (the "Bank") and Barry A. Turkus (the "Director") with reference to the following.

The Director has served as a director of Bancshares and the Bank. The Boards of Directors of Bancshares and the Bank have determined to reduce the authorized number of directors from 12 to 10, with respect to the Bancshares Board, effective as of the date of Bancshares' 1995 annual meeting of shareholders, and from 11 to 9, with respect to the Bank's Board, effective as of the date of the Bank's 1995 annual meeting of shareholders. The Director, Bancshares and the Bank have decided that it is in their mutual best interests for the Director not to stand for reelection at the Bancshares' 1995 annual meeting or at the Bank's 1995 annual meeting.

During 1994, persons serving as nonemployee directors of Bancshares and the Bank, including the Director, were authorized to receive restricted grants of Bancshares' common stock as compensation for their service as directors for each of the 1994-1995, 1995-1996 and 1996-1997 terms of office. As authorized by the Bancshares' and Bank's Boards of Directors, these stock grants are to be awarded in amounts of 2,500 per year and are subject to certain restrictions on resale or transfer. In connection with the foregoing, it has previously been determined that the Director is to receive a restricted stock grant of 2,500 shares for his service during the 1994-1995 term. Because the Director will not stand for reelection at Bancshares' 1995 annual meeting or the Bank's 1995 annual meeting, the Director is not entitled to receive a stock grant or other form of compensation in connection with the 1995-1996 or 1996-1997 terms of office.

Notwithstanding the foregoing, however, and in addition to the 2,500 shares he is to receive as compensation for his 1994-1995 term, in consideration of the Director's execution of this

1

Agreement, Bancshares and the Bank have agreed to grant to the Director 2,500 unrestricted shares of Bancshares' common stock (the "Stock Grant"), which Stock Grant shall be made as of the Effective Date hereof.

Now, therefore, in consideration of the foregoing and performance of this Agreement and of the covenants and promises herein contained, the adequacy and receipt of which consideration is hereby acknowledged, the parties hereto agree as follows:

1. The Director shall not stand for reelection as a director of Bancshares or the Bank at Bancshares' 1995 annual meeting or at the Bank's 1995 annual meeting and will not accept nomination to either Board by any person.

2. As of the Effective Date, Bancshares shall make the Stock Grant to the Director. The Director acknowledges in this regard that, except with respect to the restricted stock grant (the "1994 Grant") to be made in connection with his service during the 1994-1995 term of office, he is not otherwise entitled to receive a grant of stock or other payment from Bancshares or the Bank in consideration for his service as a director of Bancshares or the Bank. Shares of stock issued pursuant to the Stock Grant shall not be subject to any resale restrictions by Bancshares or the Bank (although other restrictions on sale or transfer may apply under applicable securities laws). Additionally, the 1994 Grant shall not be subject to any resale restrictions by Bancshares of the Bank (assuming shareholder approval is received at the 1995 Annual Meeting of Shareholders to delete existing resale restrictions) (although other restrictions on sale or transfer may apply under applicable securities laws).

3. From and after the Effective Date, the Director, on the one hand, and Bancshares and the Bank, on the other hand, on behalf of themselves and their respective heirs, legal representatives, successors and assigns, irrevocably release and discharge each other and their respective heirs, legal representatives, successors and assigns, officers, directors, shareholders, attorneys, agents and employees, and each of them, from any and all causes of action, claims, actions, rights, demands, obligations, damages or liabilities of whatever kind or character, which they may have against each other, whether known or unknown.

4. The Director, on the one hand, and Bancshares and the Bank, on the other hand, on behalf of themselves and their respective heirs, legal representatives, agents, successors and assigns, expressly waive all rights afforded by California Civil Code Section 1542 and do so acknowledging the significance of such specific waiver. The Director further acknowledges that he has been afforded the opportunity to be represented in this matter by counsel. The Director, on the one hand, and Bancshares and the Bank, on the other hand, acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

2

5. The Director agrees to maintain confidentiality with respect to all confidential information of any type which the Director may have obtained during the course of his service as a director of Bancshares or the Bank. The Director further agrees to maintain the confidentiality of this Agreement and its underlying facts or circumstances. The Director further agrees to return to Bancshares or the Bank, upon their reasonable request, all manuals, documents, files or other proprietary materials used by the Director during his service, which the Director acknowledges to be the property of Bancshares or the Bank, as the case may be.

6. The Director acknowledges that, pursuant to Bancshares' 1983 and 1989 stock option plans (the "Plans"), stock options previously granted to the Director under the Plans must be exercised within 3 months following termination of the Director's status as a director of Bancshares or the Bank and otherwise in accordance with the requirements of the Plans.

7. Bancshares, the Bank and the Director acknowledge and agree that they shall not now or in the future make to any other person any negative or otherwise disparaging comments or statements about the other, or any of their respective officers, agents or employees, including disparaging comments regarding business practices, and that none of them shall communicate to any person any facts or opinions that might tend to reflect adversely upon the other or to harm the reputation of the other in the conduct of their respective personal, business or professional affairs. Without limiting the generality of the foregoing sentence, Bancshares and the Bank agree that, when responding to inquiries by third parties regarding the circumstances of the Director's departure from the Bancshares Board and the Bank Board, Bancshares and/or the Bank will communicate that the Director left the Boards in good standing. The Director acknowledges and agrees that he shall not interfere with, nor cause interference with, the conduct of Bancshares' or the Bank's 1995 annual shareholders' meetings. The Director further acknowledges and agrees that he will not participate in any proxy contests with respect to any such 1995 meetings or otherwise interfere with the proxy solicitation efforts relating thereto.

8. Bancshares, the Bank and the Director acknowledge and agree that in the event of any breach of any term or provision of this Agreement, such party shall indemnify and hold harmless each of the other parties from and against any and all claims, demands, causes of action, obligations, damages or liabilities, including reasonable costs and attorneys' fees, arising from or in connection with that breach.

9. Bancshares and the Bank shall indemnify the Director to the maximum extent permitted under the respective companies' bylaws, the California Corporations Code, and the Directors and Officers Liability Insurance maintained by the respective companies. The provisions of this paragraph shall inure to the benefit of Director's estate, executor, administrator, heirs, legatees and devisees.

10. This Agreement shall be governed by and construed in accordance with the laws of California.

11. This Agreement contains all of the terms and conditions agreed upon by the parties hereto relating to the subject matter hereof and supersedes any prior agreements,

3

negotiations or representations, whether oral or written, relating thereto. Should any provision of this Agreement be held invalid or illegal, the remaining portions of this Agreement shall remain fully enforceable in accordance with their terms. Any amendment or modification of this Agreement must be in writing and executed by the Director and duly authorized representatives of Bancshares and the Bank. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument.

Please acknowledge your acceptance of this Agreement and each of the respective terms hereof by signing and dating below.

Very truly yours,

SILICON VALLEY BANCSHARES

By:  s/ Clarence J. Ferrari, Jr.
  ----------------------------------
   Clarence J. Ferrari, Jr., Chairman

Date:     5/17/95
     ---------------

SILICON VALLEY BANK

By:  s/ Clarence J. Ferrari, Jr.
   ----------------------------------
    Clarence J. Ferrari, Jr., Chairman

Date:     5/17/95
     ---------------

DIRECTOR

s/ Barry A. Turkus
---------------------------------
   Barry A. Turkus

Date:     5/3/95
     --------------------

4

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement And General Release ("Agreement") is made by and among SILICON VALLEY BANK (the "BANK") and Silicon Valley Bancshares, the holding company of the BANK (the "HOLDING COMPANY"), collectively referred to herein as the "COMPANIES," and ALLYN C. WOODWARD, JR. ("EMPLOYEE"), with respect to the following facts:

Employee was employed by and associated with each of the Companies; and

The Companies and Employee desire to amicably terminate their employment relationship; and

NOW THEREFORE, in consideration for the covenants contained herein and other good and valuable consideration, sufficiency of which is hereby acknowledged, Employee and the Companies, and each of them, agree as follows:

1. VOLUNTARY RESIGNATION. Employee agrees to resign from his position as Senior Executive Vice President and Chief Operating Officer of the Bank effective April 1, 1995.

2. CONSULTING ENGAGEMENT. Bank agrees to engage Employee in a consulting capacity for a term of nineteen (19) months, beginning April 1, 1995, and continuing through and including October 31, 1996. In the capacity of consultant, Employee agrees to be reasonably available to provide appropriate advisory services to the Bank if and when the Bank requests such services from Employee, provided that Bank shall reimburse Employee for any and all travel and other out-of-pocket expenses associated with providing such services. Bank agrees to pay Employee the sum of Two Hundred Fourteen Thousand Two Hundred Dollars ($214,200.00) as compensation for any and all services performed by Employee during the aforesaid term of the consulting engagement. The aforesaid sum shall be payable to Employee semi-monthly, on the Bank's customary payroll dates.

3. REIMBURSEMENT OF GROUP MEDICAL, VISION AND DENTAL PREMIUMS. Should Employee elect to continue the group medical, vision and dental benefits provided to him prior to the effective date of his resignation (April 1, 1995) under the provisions of COBRA, the Bank agrees to reimburse Employee for the cost of COBRA continuation premiums paid by him for such group medical, vision and dental benefits for the duration of the consulting engagement through and including October 31, 1996, or the date of any forfeiture of consideration, as described in Paragraph 8 of this Agreement or the date on which Employee becomes eligible for coverage under any other Employer's group medical benefits plan, whichever occurs first.

4. CLUB MEMBERSHIP. Bank agrees to continue to pay Employee's standard membership dues and fees to the Braeburn Country Club through and including October 31, 1996, or the date of any forfeiture of consideration, as described in Paragraph 7 of this Agreement, or the date on which Employee begins employment with an employer other than the Companies, whichever occurs first.

5. PERSONAL OFFICE EQUIPMENT. Bank hereby conveys to Employee, effective upon the effective date of this Agreement as defined in Section 20 below, all right, title and interest in and to the two (2) personal computers, fax machine, car telephones, and the pictures currently hanging in Employee's office which Employee has customarily used in the course of his employment with the Companies prior to the effective date of his resignation.

6. MOVING EXPENSES. Bank agrees to reimburse Employee for the properly documented actual expense of moving office and personal belongings from California to Massachusetts, up to a maximum of Six Thousand Dollars ($6,000.00).

7. OUTPLACEMENT. Bank agrees to reimburse Employee for the actual cost to Employee of reasonable and appropriate outplacement services, in an amount not to exceed Two Thousand Five Hundred Dollars ($2,500.00).

1

8. FORFEITURE OF CONSIDERATION. Employee agrees that he shall not become employed, or engage in any self-employment, in competition with the Companies during the period of the consulting engagement described in Paragraph 2 herein, without the prior written consent of the Companies and further agrees that such consent, if obtained, may be granted only in a writing, signed by the Chief Executive Officer of the Companies. Employee further agrees that should he undertake any such competitive employment or self-employment without the express written consent of the Companies, as provided herein, or should he otherwise breach any other term of this Agreement, that all obligations of the Companies to provide any compensation or benefits to Employee under Paragraphs 2, 3 and 4 of this Agreement shall be forfeited and waived by Employee, and the Companies shall be under no further obligation to Employee in connection with the provisions of those aforesaid paragraphs. For the purpose of this Agreement, the terms "competitive" or "in competition with" shall mean providing, or attempting to provide, products or services similar to those provided by the Companies to existing or prospective clients of the Companies. Notwithstanding the foregoing, it is expressly agreed that Employee may be employed by (a) an investment banking firm, (b) a professional search firm, (c) an accounting firm, or (d) a venture capital firm without obtaining the prior written consent of the Chief Executive Officer of the Companies. Employee and Bank shall make their best efforts to provide referrals to each other.

9. STOCK OPTIONS. Attached hereto and incorporated by reference herein as Exhibit A is a list of all stock options owned and held by Employee as of the effective date of this Agreement. During the period of consulting engagement described in Paragraph 2 of this Agreement, all stock options held by Employee shall continue to be outstanding and shall vest in accordance with their respective terms under which such stock options were issued. Employee acknowledges and agrees that upon termination of Employee's consulting engagement as described in Paragraph 2 herein for any reason (including pursuant to Section 8 of this Agreement), all then-unvested options shall lapse, and further that all then unexercised but vested rights under all such stock options shall lapse three (3) months following termination.

10. PAYMENT OF VESTED BENEFITS. As of the effective date of this Agreement, all accrued and unused vacation, less applicable withholding and Employee-designated deductions, shall be paid to Employee on April 1, 1995. Employee's vested benefits under the Companies' Employee Stock Ownership Plan, Employee Stock Purchase Plan, and 401K Plan shall be distributed to Employee in accordance with applicable provisions of the plan documents governing such distribution. Employee acknowledges and understands that he is not entitled under the terms of this Agreement to continued participation in any other group benefit plans provided to him by the Companies prior to April 1, 1995 including but not limited to Employee Stock Ownership Plan, Employee Stock Purchase Plan, group long-term disability benefits and group life insurance.

11. PAYMENT OF WAGES DUE. Employee acknowledges and represents that the consideration for this Agreement is not accrued salary, wages or vacation, and is in excess of any established severance practice or policy of the Companies, and further acknowledges that California Labor Code Section 206.5 is not applicable to this Agreement or to the parties hereto. That section provides in pertinent part:

No employer shall require the execution of any release of any claim or right on account of wages due, or to become due, or made as an advance on wages to be earned, unless payment of such wages has been made.

12. RELEASE. Except as expressly set forth herein, Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Companies. Employee, on behalf of himself and his heirs, executors, and assigns, hereby fully and forever releases Companies and their officers, directors, employees, predecessor, subsidiary and successor corporations, and assigns, of and from, and agrees not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that he may possess arising from any omissions, acts or facts that have occurred up to and including the effective date (as defined below) of this Agreement, including, without limitation,

(a) any and all claims relating to or arising from Employee's employment and/or termination of employment with the Companies;

(b) any and all claims for violation of any federal, state or municipal statute, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967,

2

the Americans With Disabilities Act of 1990, the Employee Retirement Income Security Act, and the California Fair Employment and Housing Act;

(c) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination.

13. SECTION 1542 WAIVER. The provisions of Section 1542 of the Civil Code of the State of California are expressly waived by Employee, and Employee understands that it provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

14. COVENANT NOT TO SUE. Employee specifically acknowledges that this Agreement shall operate as a complete bar to any litigation, charges, complaints, grievances or demands of any kind whatsoever, relating to the matters described in Section 12 herein.

15. NON-ADMISSION. Employee understands and acknowledges that this Agreement constitutes a compromise and settlement of all differences between Employee and the Companies, that the liability for any and all claims has been and is denied by the Companies, and this final compromise and settlement of all claims shall never be deemed to be, nor construed as, an admission of liability or responsibility by either party to the other party or to any third party, at any time for any purpose.

16. CONFIDENTIALITY. The Companies and Employee agree to use their best efforts to maintain in confidence the existence of this Agreement and its terms and conditions, and the consideration for this Agreement. The Companies and Employee agree to take every reasonable precaution to prevent disclosure of any of the terms and conditions of this Agreement to any third party, and further agree that there will be no publicity, directly or indirectly, concerning this Agreement or any of its terms and conditions unless agreed to by the Companies and Employee or unless they are legally compelled to do so. The Companies and Employee further agree to take every precaution to disclose information concerning this Agreement only to those employees, officers, directors, attorneys, accountants, governmental entities, and family members who have a reasonable need to know of such information. Notwithstanding the foregoing nothing in this Agreement shall be construed to prevent the Companies from disclosing this Agreement or any of its terms in a proxy statement or to government regulatory agencies.

17. INDEMNIFICATION. The Companies shall indemnify Employee to the maximum extent permitted under the Companies' By-Laws, the California Corporations Code and Directors and Officers Liability Insurance and Financial Institutions Bond maintained by the Companies. The provisions of this paragraph shall inure to the benefit of Employee's estate, executor, administrator, heirs, legatees and devisees.

18. NO DISPARAGEMENT. The Companies and Employee agree to refrain from taking any action or making any statement of any type which disparages, criticizes, harms, tends to harm, inconveniences, embarrasses, is against the best interest of, or brings into disrepute each other, or the employees, officers, directors, and family members of each other.

19. TAX CONSEQUENCES. The Companies make no representations or warranties with respect to the tax consequences to Employee under the terms of the Agreement. Employee and the Companies agree that all sums paid under Paragraph 2 of this Agreement shall be subject to normal federal and state payroll tax withholding.

20. NO RELIANCE ON REPRESENTATIONS. The Companies and Employee represent that each has had the opportunity to consult with an attorney, and has carefully read and understand the scope and effect of the provisions of this Agreement. In entering into this Agreement, the Companies and Employee each rely upon their own judgment and have not been influenced by any statement made by the other or by any person representing or employed by the other.

21. SEPARABILITY. Should any part, term or provision of this Agreement be declared or determined by any Court or other tribunal to be illegal, invalid or unenforceable, any illegal, invalid or unenforceable part, term or provision shall be

3

deemed stricken from this Agreement and all of the other parts, terms and provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law.

22. EFFECTIVE DATE. The Companies and Employee agree that Employee shall have the right to revoke this Agreement for a period of seven (7) calendar days after signing it, and that this Agreement shall become effective on the eighth
(8th) calendar day after Employee has signed this Agreement.

23. HEADINGS. The various headings in this Agreement are inserted for convenience only and shall not be deemed a part of or in any manner affect this Agreement or any provision hereof.

24. BREACH OF AGREEMENT/ARBITRATION. In the event of a breach of the representations or the obligations set forth in this Agreement, the sole and exclusive remedy for such breach shall be through final and binding arbitration, in which the prevailing party shall be entitled to recover all provable damages, consequential or otherwise, in addition to such other remedies as may be available under this Agreement, at law or in equity. Any arbitration hearing under this provision shall be held in the County of Santa Clara, California.

25. COSTS AND ATTORNEYS' FEES. Should any action be brought to enforce any of the terms or conditions of this Agreement, the prevailing party shall be entitled to recover all costs and expenses incurred in the prosecution or defense of that action, including attorneys' fees. Except as provided in this section, the parties shall bear their own attorneys' fees and costs incurred herein. Notwithstanding the foregoing, the Companies agree to reimburse Employee for attorneys' fees incurred by Employee in connection with the negotiation of this Agreement, up to a maximum of Seven Thousand Five Hundred Dollars ($7,500.00).

26. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California.

27. MATERIALITY. This Agreement would not have been agreed upon but for the inclusion of each and every one of its conditions.

28. AUTHORITY. The Companies represent and warrant that the undersigned has the authority to act on behalf of the Companies and to bind the Companies and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of actions released herein.

29. NO ORAL MODIFICATION. This Agreement may only be amended in writing, signed by both Employee and the Chief Executive Officer of the Companies.

30. VOLUNTARY EXECUTION OF AGREEMENT. Employee agrees that this Agreement is executed by him voluntarily and without any duress or undue influence on the part or behalf of the parties hereto, with the full intent of releasing all claims. Employee acknowledges that: (a) he has read this Agreement; (b) he has been given a reasonable period of time to consider the legal effects of this Agreement; (c) he has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice; (d) he understands the terms and consequences of this Agreement and of the releases it contains; and (e) he is fully aware of the legal and binding effect of this Agreement.

31. SUCCESSORS. This Agreement and the respective rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives. This provision with respect to Employee's right of successorship shall, however, inure only to the benefit of Employee's estate, executor, administrator, and heirs.

32. ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding between the Companies and Employee, and supersedes and replaces any and all prior agreements and understandings between Employee and the Companies.

4

IN WITNESS WHEREOF, the parties have executed this Agreement as of the 1st day of April, 1995.

ALLYN C. WOODWARD, JR., an individual

   s/ Allyn C. Woodward, Jr.
-------------------------------------

SILICON VALLEY BANCSHARES

By:  s/ John C. Dean, Jr.
   --------------------------------
     John C. Dean, Jr.
     President and Chief Executive Officer

SILICON VALLEY

By:  s/ John C. Dean, Jr.
    --------------------------------
     John C. Dean, Jr.
     President and Chief Executive Officer

5

Exhibit A

Silicon Valley Bancshares STOCK OPTION PERSONNEL SUMMARY AS OF 03/29/95

Allyn C. Woodward, Jr. ID: 000-00-0000 [Executive] Form: HRCm10 14 Meadowbrook Road Location: Santa Clara Date: 3/29/95 Wellesley, MA 02181 Department: Lending DivAdmin Time: 9:29:54

 Grant     Grant       Plan/
 Number    Date        Type       Granted     Price    Exercised    Vested    Cancelled    Unvested    Outstanding    Exercisable
------   --------    --------     -------     ------   ----------   ------    ---------    --------    -----------    -----------
000158   10/16/90    1989/ISO      22,050     $ 6.80      3,385     22,050           0           0        18,665         18,665
000179   04/09/91    1989/ISO       6,615     $12.70          0      6,615           0           0         6,615          6,615
000183   10/15/91    1989/ISO       4,200     $11.43          0      4,200           0           0         4,200          4,200
000202   05/19/92    1989/ISO       6,000     $12.25          0      4,020           0       1,980         6,000          4,020
000210   08/11/92    1989/ISO       7,400      $9.13          0      4,958           0       2,442         7,400          4,958
000211   08/11/92    1989/NQ       22,600      $9.13          0     15,142           0       7,458        22,600         15,142
000238   01/11/93    1989/ISO       8,429      $8.88          0      5,648           0       2,781         8,429          5,648
000239   01/11/93    1989/NQ       14,071      $8.88          0      9,428           0       4,643        14,071          9,428
000338   01/25/94    1989/ISO       9,509      $9.88          0      2,909           0       6,600         9,509          2,909
000339   01/25/94    1989/NQ          491      $9.88          0        491           0           0           491            491
000442   01/24/95    1989/RSP       4,287     $13.63      4,287      4,287           0           0             0              0
                                  -------     ------      -----     ------     -------      ------        ------         ------
                                  105,652     [$9.34]     7,672     79,748           0      25,904        97,980         72,076


---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY          Silicon Valley Bancshares

ID:  000-00-0000                       [Executive]                         As of 03/29/95
Allyn C. Woodward, Jr.                 Location:      Santa Clara          Total Shares Currently Exercisable:  72,076
14 Meadowbrook Road                    Department:  Lending DivAdmin       Total Option Price:             $659,125.87
Wellesley, MA  02181

------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000158  Grant Date: 10/16/90  Shares: 22,050  Price: $6.80  Plan: 1989  Type:  Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
11,025   04/16/91      7,640     $ 51,952.00  04/16/95*  12/5/94  Cash       3,385  $12.00                         1.050/1  05/15/91
                                                                  Exercise
11,025   04/16/92     11,025     $ 74,970.00  04/16/95*                                                            1.050/1  05/18/92
------                ------     -----------
22,050                18,665     $126,922.00

* Option Expires in Current Year

------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000179  Grant Date: 04/09/91  Shares: 6,615  Price: $12.70  Plan: 1989  Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
1,654    04/09/91      1,654     $20,997.92   04/09/96                                                             1.050/1  05/15/91
1,654    04/09/92      1,654     $20,997.92   04/09/96                                                             1.050/1  05/18/92
1,654    04/09/93      1,654     $20,997.92   04/09/96
1,653    04/09/94      1,653     $20,985.23   04/09/96
-----                  -----     ----------
6,615                  6,615     $83,978.99


---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY          Silicon Valley Bancshares

ID:  000-00-0000                       [Executive]                         As of 03/29/95
Allyn C. Woodward, Jr.                 Location:      Santa Clara          Total Shares Currently Exercisable:  72,076
14 Meadowbrook Road                    Department:  Lending DivAdmin       Total Option Price:             $659,125.87
Wellesley, MA  02181

------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000183  Grant Date: 10/15/91  Shares: 4,200  Price: $11.43  Plan: 1989  Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
2,100    10/15/92      2,100      $24,000.00  10/15/96                                                             1.050/1  05/18/92
2,100    10/15/93      2,100      $24,000.00  10/15/96
-----                  -----      ----------
4,200                  4,200      $48,000.00

------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000202  Grant Date: 05/19/92  Shares: 6,000  Price: $12.25  Plan: 1989  Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
2,040    05/19/93      2,040      $24,990.00  05/19/97
1,980    05/19/94      1,980      $24,255.00  05/19/97
1,980    05/19/95          0      $     0.00  05/19/97
-----                  -----      ----------
6,000                  4,020      $49,245.00


---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY          Silicon Valley Bancshares

ID:  000-00-0000                       [Executive]                         As of 03/29/95
Allyn C. Woodward, Jr.                 Location:      Santa Clara          Total Shares Currently Exercisable:  72,076
14 Meadowbrook Road                    Department:  Lending DivAdmin       Total Option Price:             $659,125.87
Wellesley, MA  02181

------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000210  Grant Date: 08/11/92  Shares: 7,400  Price: $9.13  Plan: 1989  Type: Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
2,516    08/11/93      2,516      $22,971.08  08/11/97
2,442    08/11/94      2,442      $22,295.46  08/11/97
2,442    08/11/95          0      $     0.00  08/11/97
-----                  -----      ----------
7,400                  4,958      $45,266.54

------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000211  Grant Date: 08/11/92  Shares: 22,600  Price: $9.13  Plan: 1989  Type: Non-Qualified Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
 7,684   08/11/93      7,684     $ 70,154.92  08/11/97
 7,458   08/11/94      7,458     $ 68,091.54  08/11/97
 7,458   08/11/95          0     $      0.00  08/11/97
------                ------     -----------
22,600                15,142     $138,246.46


---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY          Silicon Valley Bancshares

ID:  000-00-0000                       [Executive]                         As of 03/29/95
Allyn C. Woodward, Jr.                 Location:      Santa Clara          Total Shares Currently Exercisable:  72,076
14 Meadowbrook Road                    Department:  Lending DivAdmin       Total Option Price:             $659,125.87
Wellesley, MA  02181

------------------------------------------------------------------------------------------------------------------------------------
Grant No:  000238 Grant Date:  01/11/93       Shares:  8,429     Price:  $8.88        Plan:  1Type:  Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
2,866    01/11/94        2,866    $25,450.08  01/11/98
2,782    01/11/95        2,782    $24,704.16  01/11/98
2,781    01/11/96            0         $0.00  01/11/98
-----                    -----    ----------
8,429                    5,648    $50,154.24

------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000239  Grant Date: 01/11/93  Shares: 14,071  Price: $8.88  Plan: 1989  Type: Non-Qualified Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
 4,785   01/11/94      4,785      $42,490.80  01/11/98
 4,643   01/11/95      4,643      $41,229.84  01/11/98
 4,643   01/11/96          0      $     0.00  01/11/98
------                 -----      ----------
14,071                 9,428      $83,720.64


---------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK OPTION SUMMARY          Silicon Valley Bancshares

ID:  000-00-0000                       [Executive]                         As of 03/29/95
Allyn C. Woodward, Jr.                 Location:      Santa Clara          Total Shares Currently Exercisable:  72,076
14 Meadowbrook Road                    Department:  Lending DivAdmin       Total Option Price:             $659,125.87
Wellesley, MA  02181

------------------------------------------------------------------------------------------------------------------------------------
Grant No:  000338 Grant Date:  01/25/94       Shares:  9,509     Price:  $9.88        Plan:  1Type:  Incentive Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
2,909    01/25/95      2,909    $28,740.92  01/25/99
3,300    01/25/96          0    $     0.00  01/25/99
3,300    01/25/97          0    $     0.00  01/25/99
-----                  -----    ----------
9,509                  2,909    $28,740.92

------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000339  Grant Date: 01/25/94  Shares: 491  Price: $9.88  Plan: 1989  Type: Non-Qualified Stock Option
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                         Transactions                      Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires    Date    Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
491      01/25/95       491      $4,851.08    01/25/99

------------------------------------------------------------------------------------------------------------------------------------
Grant No: 000442  Grant Date: 01/24/95  Shares: 4,287  Price: $13.63  Plan: 1989  Type:  Restricted Stock Purchase
------------------------------------------------------------------------------------------------------------------------------------
Vesting Schedule:                                        Transactions                       Cancellations           Splits
Granted  Full Vest  Exercisable  Total Price   Expires   Date     Type      Shares  Value   Date   Reason  Shares   Ratio     Date
------------------------------------------------------------------------------------------------------------------------------------
4,287    01/24/95        0         $0.00                01/24/95  Cash       4,287  $13.63
                                                                  Exercise



EXHIBIT # 10-22
RESTRICTED STOCK BONUS AND NON-COMPETE AGREEMENT

WHEREAS, Allyn C. Woodward, Jr. (the "GRANTEE") is an employee of Silicon Valley Bank ("BANK"), a wholly-owned subsidiary of Silicon Valley Bancshares (the "HOLDING COMPANY"), collectively referred to herein as the "COMPANIES", and GRANTEE's employment with the COMPANIES shall be, and is, terminated by voluntary resignation effective April 1, 1995; and

WHEREAS, the Grantee and the Companies have agreed that it is in their mutual interest to provide Grantee with fair and adequate compensation as consideration for Grantee's promise not to compete with the Companies for a reasonable period of time following the effective date of his resignation; and

WHEREAS, in August 1993, the Holding Company granted to Grantee twenty-five thousand (25,000) shares of the Holding Company's common stock (the "Original Grant"); and

WHEREAS, the shares under the Original Grant have been registered with the Securities and Exchange Commission under a Form S-3/S-8; and

WHEREAS, under the Original Grant terms, the shares under the Original Grant were to cliff vest in August 1996, such vesting contingent upon Grantee's continued employment by the Bank; and

WHEREAS, Grantee, the Holding Company and the Bank wish to amend the terms of the Original Grant to, among other things, delete the original cliff vesting requirement and provide for new vesting terms; and

WHEREAS, this Agreement shall supersede any earlier agreements entered into among the Companies and Grantee with regard to the Original Grant; and

THEREFORE, the parties agree as follows:

1. GRANT OF STOCK. The Companies hereby agree to grant Grantee twenty- five thousand (25,000) shares of Silicon Valley Bancshares' common stock, subject to the following vesting schedule:

Shares Vested                 Date
-------------                 ----
8,333               on        January 5, 1996

8,333               on        January 5, 1997

8,334               on        January 5, 1998

2. As consideration for this Stock Grant, Grantee agrees that he shall not become employed or engage in any self-employment in competition with the Companies without the consent of the Companies for the period, beginning October 31, 1996, through and including January 5, 1998 ("the vesting period"). Consent by the Companies may be granted only in a writing, signed by the Chief Executive Office of the Companies. For the purpose of this Agreement, the term "in competition with" shall mean providing, or attempting to provide, products or services similar to those provided by the Companies to existing or prospective clients of the Companies. Notwithstanding the foregoing, it is expressly agreed that Employee may be employed by (a) an investment banking firm, (b) a professional search firm, (c) an accounting firm, or (d) a venture capital firm without obtaining the prior written consent of the Chief Executive Officer of the Companies. Grantee further agrees that should he undertake any employment or self-employment in competition with the Companies during the vesting period without the express written consent of the Companies, as provided herein, all unvested portions of this Stock Grant shall be forfeited and waived and that any and all obligations of the Companies under this Restricted Stock Bonus And Non- Compete Agreement shall be forfeited and waived by Grantee. Upon such forfeiture, the Companies shall become the legal and beneficial owner of the shares forfeited and all rights and interests therein or relating thereto, and the Companies shall have the right to retain and transfer to its own name the number of shares forfeited.

3. ISSUANCE OF SHARE CERTIFICATES.

1

A. Upon occurrence of each vesting date, the Companies shall cause the certificate representing the vested shares to be delivered to the Grantee, or, at its sole discretion, the Companies may, in lieu of issuance of share certificates, make a cash payment to Grantee in an amount equal to the fair market value of such vested shares, as of the vesting date set forth in Paragraph 1 herein.
B. Subject to the terms hereof, the Grantee shall have all the rights of a shareholder with respect to such shares at the time Grantee becomes vested in such shares, under the vesting schedule set forth in Paragraph 1 herein, including without limitation the right to vote the shares and receive any cash dividends declared thereon.

4. ADJUSTMENT FOR STOCK SPLIT. All references to the number of shares in this Agreement shall be appropriately adjusted to reflect any stock splits, stock dividend recapitalization, merger, consolidation, split-up, combination or exchange of shares or other change in the shares which may be made by the Companies after the date of this Agreement.

5. TAX CONSEQUENCES. Grantee is relying solely on his own tax advisors in connection with the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated by this Agreement, and has not relied on any statements or representations of the Companies or any of its agents. Grantee understands that the Grantee, and not the Companies, shall be responsible for the Grantee's own tax liability that may arise as a result of this Agreement or the transactions contemplated by this Agreement.

6. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

7. ASSIGNMENT. The rights and benefits of the Companies under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Companies' successors and assigns. The rights and obligations of the Grantee under this Agreement shall inure to the benefit of the Grantee's estate, executor, administrator, heirs, legatees, and devisees.

8. FAILURE OF CONSIDERATION. Should any court or other tribunal declare or determine that Grantee's promise not to engage in employment or self- employment in competition with the Companies is unenforceable, or is inadequate or insufficient as consideration for the Companies' grant of shares under this Agreement, then, as of the date of such declaration or determination, this Restricted Stock Bonus And Non-Compete Agreement shall be null and void and the Companies' performance of any obligations of this Agreement shall be excused and the Companies shall be under no further obligation to the Grantee.

9. ENTIRE AGREEMENT. This Restricted Stock Bonus And Non-Compete Agreement represents the entire agreement between the parties with respect to the receipt of shares by the Grantee, and supersedes and replaces any and all prior agreements and understandings between Grantee and the Companies concerning the same.

2

By the Grantee's signature below, Grantee represents that he has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement. This Restricted Stock Bonus And Non-Compete Agreement is executed as of April 1, 1995.

ALLYN C. WOODWARD, JR., GRANTEE

s/ Allyn C. Woodward, Jr.
--------------------------------

SILICON VALLEY BANCSHARES

By:  s/ John C. Dean, Jr.
     -------------------------------
     John C. Dean, Jr.
     President and Chief Executive Officer

SILICON VALLEY BANK

By:  s/ John C. Dean, Jr.
     ------------------------------
     John C. Dean, Jr.
     President and Chief Executive Officer

3


EXHIBIT # 10-23

SILICON VALLEY BANCSHARES
1989 STOCK OPTION PLAN

AMENDMENT AND RESTATEMENT EFFECTIVE AS OF THE DATE
OF OBTAINING SHAREHOLDER APPROVAL IN 1995.

1. PURPOSE

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

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

2. ADMINISTRATION

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

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

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

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

3. ELIGIBILITY

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

4. THE SHARES

The shares of stock subject to options, rights or stock bonus awards authorized to be granted under the Plan shall consist of one million four hundred and seventy-six thousand five hundred and thirty-two (1,476,532) shares of the Company's no par value Common Stock (hereinafter the "Shares"), or the number and kind of shares of stock or other securities which shall be substituted for such Shares or to which such Shares shall be adjusted as provided in Section 11 hereof. Upon the expiration or termination for any reason of an outstanding option or right under the Plan which has not been exercised in full, all unissued Shares thereunder shall again become available for the grant of options, rights or stock bonus awards under the Plan.

5. LIMITATION ON PLAN AWARDS

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

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

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

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

6. GRANT, TERMS AND CONDITIONS OF OPTIONS

A. AUTOMATIC GRANTS TO OUTSIDE DIRECTORS

Members of the Board of Directors of the Company who are not employees of the Company ("Outside Directors") shall, in January, 1991 on the date of the regularly scheduled meeting of the Board of Directors of the Company and on the January meeting of the Board of Directors in 1992 and 1993, each be granted an option to

-2-

purchase 2,000 Shares under the Plan; provided, however, that if there are insufficient Shares available under the Plan for each Outside Director to receive an option to purchase 2,000 Shares (as adjusted) in any year, the number of Shares subject to each option shall equal the total number of available Shares remaining under the Plan divided by the number of Outside Directors on such date, as rounded down to avoid fractional Shares. All options granted to Outside Directors shall be subject to the following terms and conditions:

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

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

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

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

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

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

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

B. GRANTS TO EMPLOYEES AND CONSULTANTS

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

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

(ii) Option Price. The purchase price under each option shall be determined by the Committee; provided, however, that (i) the purchase price of a nonstatutory stock option shall not be less than one hundred

-3-

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

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

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

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

CAUSE: If an optionee's employment or status as a consultant is terminated because such optionee is determined by the Board to have committed an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to the Company, or to have deliberately disregarded the rules of the Company which resulted in loss, damage or injury to the Company, or if an optionee makes any unauthorized disclosure of any of the secrets or confidential information of the Company, induces any client or customer of the Company to break any contract with the Company or induces any principal for whom the Company acts as agent to terminate such agency relations, or engages in any conduct which constitutes unfair competition with the Company, or if an optionee is removed from any office of the Company by any bank regulatory agency, neither the optionee nor the optionee's estate shall be entitled to exercise any option with respect to any Shares whatsoever. In making such determination, the Board shall act fairly and shall give the optionee an opportunity to appear and be heard at a hearing before the full Board and present evidence on the optionee's behalf. For the purpose of this paragraph, termination of employment or consultant status shall be deemed to occur when the Company dispatches notice or advice to the optionee that the optionee's employment or status as a consultant is terminated, and not at the time of optionee's receipt thereof.

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

C. TERMS AND CONDITIONS APPLICABLE TO ALL OPTIONS

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

-4-

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

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

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

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

(v) Limitations on Grants to Directors. No Director of the Company shall be granted options in any one calendar year which would entitle him or her to acquire more than ten percent of the Shares, as adjusted pursuant to
Section 11. The aggregate amount of Shares subject to options granted to all Directors of the Company as a group shall not exceed thirty-three percent of the Shares, as adjusted pursuant to Section 11.

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

7. STOCK BONUS AWARDS

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

8. STOCK PURCHASE RIGHTS

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

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

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

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

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

9. AUTOMATIC OUTSIDE DIRECTOR STOCK AWARDS

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

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

10. NON-TRANSFERABILITY

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

11. ADJUSTMENT OF, AND CHANGES IN, THE SHARES

In the event the shares of Common Stock of the Company, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation (whether by reason of reorganization, merger, consolidation, recapitalization, reclassification, split-up,

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

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

In the event of a "change in control" (as defined in the immediately succeeding paragraph), all outstanding options, rights and shares under the Plan, shall become 100% vested. If outstanding options and rights become fully vested in the event of a change in control, the Board shall notify all participants that their outstanding options and rights shall be fully exercisable for a period of 3 months (or such other period of time not exceeding six months as is determined by the Board at the time of grant) from the date of such notice, and any unexercised options or rights shall terminate upon the expiration of such period.

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

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

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

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

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

No right to purchase fractional shares shall result from any adjustment in options or rights pursuant to this Section 11. In case of any such adjustment, the shares subject to the option or right

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shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Company to each holder of an option or right which was in fact so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

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

Except as expressly provided in this Section 11, a participant shall have no rights by reason of any of the following events: (1) subdivision or consolidation of shares of stock of any class issued by the Company; (2) payment by the Company of any stock dividend; (3) any other increase or decrease in the number of shares of stock of any class; (4) any dissolution, liquidation, merger, consolidation, spin-off or acquisition of assets or stock of another corporation by the Company. Any issue by the Company of shares of stock of any class, or securities convertible into shares of any class, shall not affect the number or price of shares of Common Stock subject to the option, right or stock bonus award, and no adjustment by reason thereof shall be made.

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

12. LISTING OR QUALIFICATION OF SHARES

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

13. BINDING EFFECT OF CONDITIONS

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

14. AMENDMENT AND TERMINATION OF THE PLAN

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

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

15. EFFECTIVENESS OF THE PLAN

The Plan shall become effective only upon adoption by the Board. The effectiveness of the Plan shall be conditioned upon the approval of the Plan by the shareholders of the Company within twelve (12) months of the adoption of the Plan by the Board. Options, rights or stock bonus awards may be granted from time to time, as the Committee may determine; provided, however, that the exercise of any option or right under the Plan shall be conditioned upon the registration of the Shares with the Securities and Exchange Commission and qualification of

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the options, rights and underlying Shares under the California securities laws unless in the opinion of counsel to the Company such registration or qualification is not necessary.

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

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

17. INDEMNIFICATION

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

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ARTICLE 9
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS, RELATED NOTES, AND MANAGEMENT'S DISCUSSION AND ANALYSIS CONTAINED IN THE REPORT ON FORM 10-Q FILED BY SILICON VALLEY BANCSHARES FOR THE QUARTER ENDED JUNE 30, 1995.
MULTIPLIER: 1,000


PERIOD TYPE 6 MOS
FISCAL YEAR END DEC 31 1995
PERIOD START JAN 01 1995
PERIOD END JUN 30 1995
CASH 119,619
INT BEARING DEPOSITS 128
FED FUNDS SOLD 238,000
TRADING ASSETS 0
INVESTMENTS HELD FOR SALE 133,447
INVESTMENTS CARRYING 7,019
INVESTMENTS MARKET 7,413
LOANS 659,298
ALLOWANCE (22,500)
TOTAL ASSETS 1,173,533
DEPOSITS 1,070,620
SHORT TERM 0
LIABILITIES OTHER 10,668
LONG TERM 0
COMMON 58,048
PREFERRED MANDATORY 0
PREFERRED 0
OTHER SE 34,198
TOTAL LIABILITIES AND EQUITY 1,173,533
INTEREST LOAN 40,178
INTEREST INVEST 4,720
INTEREST OTHER 3,413
INTEREST TOTAL 48,311
INTEREST DEPOSIT 11,780
INTEREST EXPENSE 11,780
INTEREST INCOME NET 36,531
LOAN LOSSES 2,761
SECURITIES GAINS (770)
EXPENSE OTHER 2,773
INCOME PRETAX 12,746
INCOME PRE EXTRAORDINARY 12,746
EXTRAORDINARY 0
CHANGES 0
NET INCOME 7,261
EPS PRIMARY 0.81
EPS DILUTED 0.81
YIELD ACTUAL 10.3
LOANS NON 12,255
LOANS PAST 936
LOANS TROUBLED 0
LOANS PROBLEM 7,000
ALLOWANCE OPEN 20,000
CHARGE OFFS 2,374
RECOVERIES 2,113
ALLOWANCE CLOSE 22,500
ALLOWANCE DOMESTIC 14,750
ALLOWANCE FOREIGN 0
ALLOWANCE UNALLOCATED 7,750