Exhibit
4.21


AMENDMENT NO. 1 TO PREFERRED
SHARES RIGHTS AGREEMENT


This Amendment No. 1 (“Amendment No. 1”) to the Preferred
Shares Rights Agreement dated as of October 22, 1998 (the “Original Agreement”),
by and between Silicon Valley Bancshares, a California corporation (“California Bancshares”)
and predecessor in interest to Silicon Valley Bancshares, a Delaware
corporation (the “Company”
or “Delaware Bancshares”),
and Norwest Bank Minnesota, N.A., predecessor in interest to Wells Fargo Bank
Minnesota, N.A. (the “Rights
Agent”), is entered into as of November 6, 2003 by and
between the Company and the Rights Agent. 
Each capitalized term not defined herein shall have the meaning ascribed
to such term in the Original Agreement.


WHEREAS, on October 22, 1998, California Bancshares entered into
the Original Agreement with Norwest Bank Minnesota, N.A., predecessor in
interest to the Rights Agent, and declared a dividend of one Preferred Share
Purchase Right (a “California
Bancshares Right”) for each share of California Bancshares
Common Stock outstanding on November 9, 1998;


WHEREAS, on April 23, 1999, in connection with the Company’s
reincorporation into Delaware, California Bancshares was merged with and into
the Company pursuant to which California Bancshares ceased to exist and the
Company continued to operate the business as the surviving corporation (the “Reincorporation”);


WHEREAS, upon the
effectiveness of the Reincorporation, pursuant to the Original Agreement, all
covenants and provisions of the Original Agreement by or for the benefit of
California Bancshares bound and inured to the benefit of the Company, and,
pursuant to the Plan and Agreement of Merger relating to the Reincorporation,
the duties of California Bancshares under the Original Agreement became the
duties of the Company;


WHEREAS, on November 6, the Board of Directors of the Company
confirmed the assumption of the California Bancshares Rights and the Original
Agreement by Delaware Bancshares and authorized amendment and restatement of
Section 1(a) of the Original Agreement to increase from 10% to 15% the
minimum percentage of Common Shares then outstanding that any Person, who or
which, together with all Affiliates and Associates of such Person, shall own to
qualify as an Acquiring Person.


WHEREAS, pursuant to Section 27 of the Original Agreement, the
parties hereto wish to amend and restate Section 1(a) of the Original
Agreement to read in its entirety as set forth herein.


NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein set forth, the parties hereby agree as follows:


1.             Section 1(a)
of the Original Agreement is hereby amended and restated to read in its
entirety as follows:


(a)   “Acquiring Person” shall mean any Person, who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the Common Shares then outstanding, but
shall not include the Company, 

















 


any Subsidiary of the Company or any employee benefit
plan of the Company or of any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan.  Notwithstanding the foregoing, no Person
shall be deemed to be an Acquiring Person as the result of an acquisition of Common
Shares by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by such Person
to 15% or more of the Common Shares of the Company then outstanding; provided,
however, that if a Person shall become the Beneficial Owner of 15% or
more of the Common Shares of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional Common Shares of the Company
(other than pursuant to a dividend or distribution paid or made by the Company
on the outstanding Common Shares in Common Shares or pursuant to a split or
subdivision of the outstanding Common Shares), then such Person shall be deemed
to be an Acquiring Person unless upon becoming the Beneficial Owner of such
additional Common Shares of the Company such Person does not beneficially own
15% or more of the Common Shares of the Company then outstanding.  Notwithstanding the foregoing, (i) if
the Company’s Board of Directors determines in good faith that a Person who
would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing
provisions of this paragraph (a), has become such inadvertently
(including, without limitation, because (A) such Person was unaware that
it beneficially owned a percentage of the Common Shares that would otherwise
cause such Person to be an “Acquiring Person,” as defined pursuant to the
foregoing provisions of this paragraph (a), or (B) such Person was
aware of the extent of the Common Shares it beneficially owned but had no
actual knowledge of the consequences of such beneficial ownership under this
Agreement) and without any intention of changing or influencing control of the
Company, and if such Person divested or divests as promptly as practicable a
sufficient number of Common Shares so that such Person would no longer be an
“Acquiring Person,” as defined pursuant to the foregoing provisions of this
paragraph (a), then such Person shall not be deemed to be or to have
become an “Acquiring Person” for any purposes of this Agreement including,
without limitation, Section 1(ii) hereof; and (ii) if, as of the date
hereof, any Person is the Beneficial Owner of 15% or more of the Common Shares
outstanding, such Person shall not be or become an “Acquiring Person,” as
defined pursuant to the foregoing provisions of this paragraph (a), unless
and until such time as such Person shall become the Beneficial Owner of
additional Common Shares (other than pursuant to a dividend or distribution paid
or made by the Company on the outstanding Common Shares in Common Shares or
pursuant to a split or subdivision of the outstanding Common Shares), unless,
upon becoming the Beneficial Owner of such additional Common Shares, such
Person is not then the Beneficial Owner of 15% or more of the Common Shares
then outstanding.


2.             This
Amendment No. 1 shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made
and performed entirely within such State.

















 


3.             This
Amendment No. 1 may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.


4.             Except
as amended by this Amendment No. 1, the terms and conditions of the
Original Agreement shall remain unchanged, and the Original Agreement shall
remain in full force and effect.


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IN WITNESS WHEEOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first
written above.


 


	
   

  	
  SILICON VALLEY
  BANCSHARES

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken Wilcox

  
	
   

  	
   

  	
  Name:  Ken Wilcox

  
	
   

  	
   

  	
  Title:  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK
  MINNESOTA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Corbin B. Connell

  
	
   

  	
   

  	
  Name:  Corbin B. Connell

  
	
   

  	
   

  	
  Title:  Assistant Vice President