Exhibit
4.13


 


[Face of Security]


 


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


 


Unless this Junior Subordinated Debenture is presented
by an authorized representative of the Depositary (55 Water Street, New York)
to Silicon Valley Bancshares or its agent for registration of transfer,
exchange or payment, and any Junior Subordinated Debenture issued is registered
in the name of Cede & Co. or such other name as requested by an authorized
representative of the Depositary 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.


 


SILICON
VALLEY BANCSHARES


 


7%
JUNIOR SUBORDINATED DEFERRABLE

INTEREST DEBENTURE DUE OCTOBER 15, 2033


 


CUSIP
No.: 827064 AD 8


 


	
  Registered
  No. 1 

  	
  Principal
  Amount: $51,546,400

  



 


Silicon Valley Bancshares, a corporation organized and
existing under the laws of Delaware (hereinafter called the “Company”, which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Wilmington Trust Company,
not in its individual capacity but solely in its capacity as Property Trustee
of SVB Capital II, a Delaware statutory trust, for the benefit of
Cede & Co., as the nominee of The Depositary Trust Company and the
registered owner of this Debenture, the principal sum of $51,546,400 on October
15, 2033; provided, that the Company may shorten the Stated
Maturity of the principal of this Security to a date not earlier than
October 30, 2008.  The Company
further promises to pay interest on said principal sum from the date of
original issuance or from the most recent interest payment date (each such
date, an “Interest
Payment Date”) on which interest has been paid or duly provided
for, quarterly (subject to deferral as set forth herein) in arrears on the 15th
day of January, April, July and October of each year commencing January 15,
2004 at the rate of 7% per annum, until the


 

















principal hereof shall have become due and payable, plus Additional
Interest, if any, until the principal hereof is paid or duly provided for or
made available for payment and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable
under applicable law) on any overdue installment of interest at the rate of 7%
per annum, compounded quarterly.  The
amount of interest payable for any period shall be computed on the basis of
twelve 30-day months and a 360-day year. 
The amount of interest payable for any partial period shall be computed
on the basis of the number of days elapsed in a 360-day year of twelve 30-day
months.  In the event that any date on
which interest is payable on this Security is not a Business Day, then a payment
of the interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect
of any such delay), with the same force and effect as if made on the date the
payment was originally payable.  A “Business Day” shall mean
any day other than a Saturday or Sunday or a day on which banking institutions
in the State of California are authorized or required by law or executive order
to remain closed or on a day on which the Corporate Trust Office of the
Trustee, or the principal office of the Property Trustee under the Trust
Agreement (hereinafter referred to) is closed for business.  The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest installment, which shall be the
next Business Day preceding such Interest Payment Date.  Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of
this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.


 


So long as no Event of
Default has occurred and is continuing, the Company shall have the right at any
time during the term of this Security to defer payment of interest on this
Security, at any time or from time to time, for up to 20 consecutive quarterly
interest payment periods with respect to each deferral period (each an
“Extension Period”), (during which Extension Periods the Company shall have the
right to make partial payments of interest on any Interest Payment Date, and at
the end of which the Company shall pay all interest then accrued and unpaid
(together with Additional Interest thereon to the extent permitted by
applicable law)); provided, however, that no Extension Period
shall extend beyond the Stated Maturity of the principal of this Security; provided,
further, that during any such Extension Period, the Company shall not,
and shall not permit any Subsidiary of the Company to, (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company’s capital stock (which
includes common and preferred stock), (ii) make any payment of principal
of or interest or premium, if any, on or repay, repurchase or redeem any debt
security of the Company (including Securities issued by the Company pursuant to
the Indenture other than the Securities represented by this certificate) that
ranks pari passu with or junior
in interest to this Security, (iii) make any guarantee payments with


 

















respect to any guarantee by the Company of the debt securities of any
Subsidiaries of the Company (if such guarantee ranks pari passu in all respects with or junior in interest to
this Security) (other than, with respect to the foregoing clauses (i) through
(iii), (a) dividends or distributions in capital stock of the Company
(which includes common and preferred stock), (b) any declaration of a
dividend in connection with the implementation of a stockholders’ rights plan,
or the issuance of stock under any such plan in the future or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the
Silicon Valley Bancshares Guarantee related to the Trust Preferred Securities
issued by SVB Capital II, and (d) purchases of Common Stock related
to the issuance of Common Stock or rights under any of the Company’s benefit
plans for its directors, officers or employees) or (iv) redeem, purchase
or acquire less than all of the Securities represented by this certificate or
any of the Preferred Securities.  Prior
to the termination of any such Extension Period, the Company may further extend
such Extension Period, provided that such extension does not cause such
Extension Period to exceed 20 consecutive interest payment periods or to extend
beyond the Stated Maturity.  Upon the
termination of any such Extension Period and upon the payment of all amounts
then due on any Interest Payment Date, and subject to the foregoing limitation,
the Company may elect to begin a new Extension Period.  No interest shall be due and payable during
an Extension Period except at the end thereof. 
The Company shall give the Trustee, the Property Trustee and the
Administrative Trustees of SVB Capital II notice of its election to begin
any Extension Period at least one Business Day prior to the earlier of
(i) the date on which Distributions on the Trust Preferred Securities
would be payable except for the election to begin such Extension Period,
(ii) the date the Administrative Trustees are required to give notice to
the New York Stock Exchange, the Nasdaq National Market or other applicable
stock exchange or automated quotation system on which the Preferred Securities
are then listed or quoted or to holders of such Preferred Securities of the
record date, or (iii) the date such Distributions are payable, but in any
event not less than one Business Day prior to such record date.  The Trustee shall give notice of the
Company’s election to begin a new Extension Period to the holders of the Preferred
Securities.  There is no limitation on
the number of times that the Company may elect to begin an Extension Period.


 


Payment of the
principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Trustee or at the office of such paying agent or
paying agents as the Company may designate from time to time, maintained for
that purpose in the United States, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option
of the Company payment of interest may be made (i) by check mailed to the
address of the person entitled thereto as such address shall appear in the
Securities Register or (ii) by transfer to an account maintained by the person
entitled thereto, in immediately available funds, at such place and to such
account as may be designated by the Person entitled thereto as specified in the
Securities Register.


 


The indebtedness
evidenced by this Security is, to the extent provided in the Indenture,
unsecured and will rank junior and subordinate and subject in right of payments
to the prior payment in full of all Senior Debt, and this Security is issued
subject to the provisions of the Indenture with respect thereto.  Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take such actions
as may be necessary or appropriate to effectuate the subordination so provided,
and (c) appoints the


 

















Trustee his attorney-in-fact for any and all such purposes.  Each Holder hereof, by his acceptance
hereof, waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior and Subordinated
Debt, whether now outstanding or hereafter incurred, and waives reliance by
each such holder upon said provisions.


 


Reference is
hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 


This 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, the Company has caused this
instrument to be duly executed under its corporate seal.


 


	
   

  	
  SILICON VALLEY
  BANCSHARES

  
	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth P.
  Wilcox

  
	
   

  	
  Name: 

  	
  Kenneth P.
  Wilcox

  
	
   

  	
  Title:

  	
  President and
  Chief Executive Officer

  
	
   

  
	
   

  
	
  Attest:

  	
   

  
	
   

  
	
  By:

  	
  /s/ Derek Witte

  	
   

  
	
  Name:

  	
  Derek Witte

  	
   

  
	
  Title:

  	
  General Counsel
  and Secretary

  	
   

  
									



 

















 


This is one of the Securities referred to in the
within mentioned Indenture.


 


	
  Dated:

  	
   

  
	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Denise M. Geran

  
	
   

  	
   

  	
  Authorized
  Officer

  



 

















 


[Reverse of Security]


 


This Security is
one of a duly authorized issue of securities of the Company (herein called the
“Securities”),
issued and to be issued in one or more series under a Junior Subordinated
Indenture, dated as of October 30, 2003 (herein called the “Indenture”), between
the Company and Wilmington Trust Company, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Trustee, the Company and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$51,546,400.


 


All terms used in this Security that are defined in
the Indenture and in the Amended and Restated Trust Agreement, dated as of
October 30, 2003, as amended (the “Trust Agreement”), for SVB Capital II
among Silicon Valley Bancshares, as Depositor, and the Trustees named therein,
shall have the meanings assigned to them in the Indenture or the Trust
Agreement, as the case may be.


 


The Company may at
any time, at its option, on or after October 30, 2008, and subject to the terms
and conditions of Article XI of the Indenture, and subject to the Company
having received any necessary regulatory approval to do so if then required
under applicable capital guidelines or policies, redeem this Security in whole
at any time or in part from time to time, without premium or penalty, at a
redemption price equal to the accrued and unpaid interest on the Security so
redeemed to the Redemption Date, plus 100% of the principal amount thereof.


 


Upon the
occurrence and during the continuation of a Tax Event, Investment Company Event
or Capital Treatment Event, the Company may, at its option, and subject to the
Company having received any necessary regulatory approval to do so if then
required under applicable capital guidelines or policies, at any time within 90
days of the occurrence of such Tax Event, Investment Company Event or Capital
Treatment Event redeem this Security, in whole but not in part, subject to the
provisions of Section 11.7 and the other provisions of Article XI of
the Indenture, at a redemption price equal to the accrued and unpaid interest
on the Security so redeemed to the Redemption Date, plus 100% of the principal
amount thereof.


 


In the event of
redemption of this Security in part only, a new Security or Securities of this
series for the portion hereof not redeemed will be issued in the name of the
Holder hereof upon the cancellation hereof.


 


The Indenture
contains provisions for satisfaction and discharge of the entire indebtedness
of this Security upon compliance by the Company with certain conditions set
forth in the Indenture.


 


The Indenture
permits, with certain exceptions as therein provided, the Company and the
Trustee at any time to enter into a supplemental indenture or indentures for
the purpose of modifying in any manner the rights and obligations of the
Company and of the Holders of the Securities, with


 

















 


the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected by such supplemental
indenture.  The Indenture also contains
provisions permitting Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.


 


As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series may
declare the principal amount of all the Securities of this series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), provided  that, in the case of the
Securities of this series issued to Cede & Co. for the benefit of SVB
Capital II, if upon the occurrence and during the continuance of an Event
of Default, the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Securities of this series fails to declare the principal of
all the Securities of this series to be immediately due and payable, the
holders of at least 25% in aggregate Liquidation Amount of the Trust Preferred
Securities then outstanding shall have such right by a notice in writing to the
Company and the Trustee; and upon any such declaration the principal amount of
and the accrued interest (including any Additional Interest) on all the
Securities of this series shall become immediately due and payable, provided
that the payment of principal and interest (including any Additional
Interest) on such Securities shall remain subordinated to the extent provided
in Article XIII of the Indenture.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company
maintained under Section 10.2 of the Indenture duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing and thereupon one or more new Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.  No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 

















 


Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.


 


The Securities of
this series are issuable only in registered form without coupons in
denominations of minimum denominations of $25 and any integral multiples of $25
in excess thereof.  As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of
Securities of such series of a different authorized denomination, as requested
by the Holder surrendering the same.


 


The Company and,
by its acceptance of this Security or a beneficial interest therein, the Holder
of, and any Person that acquires a beneficial interest in, this Security agree
that for United States Federal, state and local tax purposes, each of the
aforementioned Persons shall treat this Security as indebtedness.


 


THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.