Exhibit 4.15


 


This Preferred Security is a Global
Certificate within the meaning of the Trust Agreement hereinafter referred to
and is registered in the name of The Depository Trust Company (the “Depository”) or a nominee of the
Depository.  This Preferred Security is
exchangeable for Trust Preferred Securities registered in the name of a person
other than the Depository or its nominee only in the limited circumstances
described in the Trust Agreement and no transfer of this Preferred Security
(other than a transfer of this Preferred Security as a whole by the Depository
to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository) may be registered except in
limited circumstances.


 


Unless this Preferred Security is presented
by an authorized representative of The Depository Trust Company (55 Water
Street, New York) to SVB CAPITAL II or its agent for registration of transfer,
exchange or payment, and any Preferred Security issued is registered in the name
of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment hereon is made
to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.


 


	
  Certificate Number P-1

  	
   

  	
  Number
  of Trust Preferred Securities 2,000,000

  



 


CUSIP NO. 86959H 20 1


 


Certificate Evidencing Trust Preferred Securities


 


of


 


SVB CAPITAL II


 


7% Cumulative Trust Preferred Securities, 

(liquidation amount $25 per Preferred Security)


 


SVB CAPITAL
II, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby
certifies that Cede & Co. (the “Holder”) is the registered owner of Two
Million (2,000,000) Trust Preferred Securities of the Trust representing an
undivided beneficial interest in the assets of the Trust and designated the SVB
CAPITAL II 7% Cumulative Trust Preferred Securities, (liquidation amount $25
per Preferred Security) (the “Trust  Preferred  Securities”).  The Trust Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below).  The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust Preferred
Securities are set forth in, and this certificate and the Trust Preferred
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of October 30, 2003, (as the same may be amended, restated,
modified or otherwise supplemented from time to time, the “Trust  Agreement”) including
the designation of the terms of Trust Preferred Securities as set forth
therein.  The Holder is entitled to the
benefits of the Guarantee Agreement entered into by Silicon Valley Bancshares,
a Delaware


 

















 


corporation, and Wilmington
Trust Company, as guarantee trustee, dated as of October 30, 2003, (the “Guarantee”), to the
extent provided therein.  The Trust will
furnish a copy of the Trust Agreement and the Guarantee to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.


 


Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.


 


This Preferred Security is not a savings account or
deposit or other obligation of a bank and is not insured by the Federal Deposit
Insurance Corporation, by any other governmental agency, or otherwise.


 


IN WITNESS WHEREOF, an Administrative Trustee of the Trust has executed
this certificate this 30th day of October, 2003.


 


	
   

  	
  SVB CAPITAL II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paulette Mehas

  	
   

  
	
   

  	
  Name:  Paulette Mehas

  
	
   

  	
  Title:    Administrative Trustee

  



 

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned assigns
and transfers this Preferred Security to:


 


(Insert assignee’s social
security or tax identification number)


 


 


(Insert address and zip
code of assignee)


 


and irrevocably appoints
                                                                                                                                                                      
                                                                                                                                                                                                             
                                                                                                                                                                                                               
agent to transfer this Preferred Security Certificate on the books of the
Trust.  The agent may substitute another
to act for him or her.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
					



 


(Sign exactly as your
name appears on the other side of this Preferred Security Certificate)


 


The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.