Exhibit 4.19


 


SILICON VALLEY BANCSHARES


 


Officers’ Certificate and Company Order

relating to the

7% Junior Subordinated Deferrable Interest Debentures Due October 15, 2033

of Silicon Valley Bancshares


 


Pursuant to the
Indenture, dated as of October 30, 2003 (the “Indenture”), between
Silicon Valley Bancshares, a Delaware corporation (the “Company”), and
Wilmington Trust Company, as trustee (the “Debenture Trustee”), and resolutions adopted
by the Pricing Committee of the Company’s Board of Directors on October 23,
2003; this Officers’ Certificate is being delivered to the Debenture Trustee to
establish the terms of one series of securities (the “Securities”) in
accordance with Section 3.1 of the Indenture, to establish the form of the
Securities of such series in accordance with Section 2.1 of the Indenture,
to request the authentication and delivery of the Securities of such series
pursuant to Section 3.3 of the Indenture and to comply with the provisions
of Section 1.2 of the Indenture. 
This Officers’ Certificate shall be treated for all purposes under the
Indenture as a supplemental indenture thereto.


 


Capitalized terms used
but not otherwise defined herein shall have the meanings assigned to them in
the Indenture.


 


I.              Establishment of
Series of Securities pursuant to Section 3.1 of the Indenture.


 


There are hereby
established pursuant to Section 3.1 of the Indenture a series of
Securities which shall have the following terms:


 


A.            The Securities of such
series shall bear the title “7% Junior Subordinated Deferrable Interest
Debentures Due October 15, 2033.”


 


B.            The aggregate
principal amount of such series of Securities to be issued pursuant to this
Officers’ Certificate and Company Order shall be limited to $51,546,400 (except
for Securities authenticated and delivered upon registration of, transfer of,
or in exchange for, or in lieu of, other Securities of such series pursuant to
Sections 3.4, 3.5, 3.6, 9.6 or 11.6 of the Indenture and except for any
Securities which, pursuant to Section 3.3 of the Indenture, are deemed
never to have been authenticated and delivered thereunder).


 


C.            The date on which the
principal of the Securities is due and payable shall be October 15,
2033.  The Company may shorten the
Stated Maturity of the Securities as provided in Section 3.14 of the
Indenture.


 


D.            The Securities shall
bear interest at the rate of 7% per annum (based upon a 360-day year of twelve
30-day months), from and including the date of original issuance or from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for, as the case may be, payable quarterly in arrears on the
15th day of January, April, July and October


 

















 


in each year (each, an “Interest Payment Date”),
commencing January 15, 2004, until the principal thereof is paid or made
available for payment.  The date 15 days
prior to an Interest Payment Date shall be the “Regular Record Date” for the interest
payable on such Interest Payment Date. 
Accrued interest that is not paid on such applicable Interest Payment
Date will bear additional interest on the amount thereof (to the extent
permitted by law) at a rate per annum of 7% thereof compounded quarterly.


 


In addition, so long as
no Event of Default with respect to the Securities has occurred or is continuing,
the Company has the rights set forth in Section 3.11 of the Indenture at
any time during the term of such Securities to defer the payment of interest at
any time or from time to time for a period not exceeding 20  consecutive quarterly periods with respect
to each Extension Period, provided  that no Extension Period may
extend beyond the Stated Maturity.  At
the end of such Extension Period, the Company must pay all interest then
accrued and unpaid (together with interest thereon at the annual rate of 7%,
compounded quarterly, to the extent permitted by applicable law).


 


E.             Principal of and
interest on the Securities will be payable, and, except as provided in
Section 3.5 of the Indenture with respect to a Global Security (as defined
below), the transfer of the Securities will be registrable and Securities will
be exchangeable for Securities bearing identical terms and provisions at the
corporate trust office of Wilmington Trust Company in Wilmington, Delaware.


 


F.             The Securities will
be redeemable in whole at any time and in part from time to time, at the option
of the Company at any time on or after October 30, 2008, subject to the
Company having received prior regulatory approval if then so required, at a
redemption price equal to the accrued and unpaid interest on the Securities so
redeemed to the date fixed for redemption, plus 100% of the principal amount
thereof.


 


In
addition, upon the occurrence of a Tax Event, an Investment Company Event or a
Capital Treatment Event in respect of a SVB Trust, the Company may, at its
option and subject to receipt of prior regulatory approval if then required
under applicable capital guidelines or policies, redeem the Securities in whole
(but not in part) at any time within 90 days of the occurrence of such Tax
Event, Investment Company Event or a Capital Treatment Event, at a redemption
price equal to the accrued and unpaid interest on the Securities so redeemed to
the date fixed for redemption, plus 100% of the principal amount thereof.


 


G.            The Company shall not
be obligated to redeem or purchase any Securities pursuant to any sinking fund
or analogous provisions or at the option of the Holder.


 


H.            The Securities will be
issued only in fully registered form and the authorized minimum denomination of
the Securities shall be $25.00 and any integral multiple of $25.00 in excess
thereof.


 


I.              The Securities shall
be denominated, and payments of principal of (and premium, if any) and interest
on the Securities of such series will be made, in United States dollars.


 


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J.             The Securities shall
be subject to the Events of Default specified in Section 5.1, paragraphs
(a) through (e), of the Indenture.


 


K.            The portion of the
principal amount of the Securities which shall be payable upon declaration of
acceleration of maturity thereof shall not be other than the principal amount
thereof.


 


L.             The Securities will
be issued in fully registered form, without coupons.  The Securities will not be issued in bearer form.


 


M.           The amount of payments
of principal of and any premium on the Securities will not be determined with
reference to an index.


 


N.            The Securities shall
not be issued in the form of a temporary Global Security (as defined below).


 


O.            The Securities will
initially be deposited with, and on behalf of, The Depository Trust Company,
New York, New York, as Depositary, and will be represented by a global security
(a “Global Security”)
registered in the name of a nominee of the Depositary.  If, and so long as the Depositary or its nominee
is the registered holder of any Global Security, the Depositary or its nominee,
as the case may be, will be considered the sole Holder of the Securities of
such series represented by such Global Security for all purposes under the
Indenture and the Securities.


 


P.             The Trustee shall be
Paying Agent.


 


Q.            The Securities will
not be convertible into any other securities or property of the Company.  The Securities of any series may not be
exchanged for Securities of any other series.


 


R.            The Trust Agreement,
the Amended and Restated Trust Agreement and the Guarantee Agreement are in the
forms attached hereto as Exhibit A, Exhibit B, and Exhibit C
respectively.


 


S.             The Securities are
subordinate and subject in right of payment to the prior payment in full of all
amounts then due and payable in respect of all Senior Debt, as provided in the
Indenture.


 


II.            Establishment of
Forms of Securities Pursuant to Section 2.1 of Indenture.


 


It is hereby established
pursuant to Section 2.1 of the Indenture that the Securities shall be
substantially in the form attached as Exhibit D hereto.


 


III.           Order for the
Authentication and Delivery of Securities Pursuant to Section 3.3 of the
Indenture.


 


It is
hereby ordered pursuant to Section 3.3 of the Indenture that the Trustee authenticate,
in the manner provided by the Indenture, Securities in the aggregate principal
amount of $51,546,400


 


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registered in the name of
Cede & Co., as the nominee of The Depository Trust Company, which
Securities have been heretofore duly executed by the proper officers of the
Company and delivered to you as provided in the Indenture, and to deliver said
authenticated Securities to Wilmington Trust Company or its custodian on
October 30, 2003.


 


IV.           Other Matters.


 


Attached as Exhibit E
hereto are true and correct copies of resolutions adopted by the Board of
Directors of the Company at a meeting on September 11, 2003.  Attached as Exhibit F hereto are true
and correct copies of resolutions adopted by the Pricing Committee of the Board
of Directors of the Company at a meeting on October 23, 2003.  Such resolutions have not been further
amended, modified or rescinded and remain in full force and effect; and such
resolutions (together with this Officers’ Certificate) are the only resolutions
or other action adopted by the Company’s Board of Directors or any committee
thereof or by any Authorized Officers relating to the offering and sale of the
Securities.


 


The undersigned have read
the pertinent sections of the Indenture including the related definitions
contained therein.  The undersigned have
examined the resolutions adopted by the Board of Directors and the Pricing
Committee of the Board of Directors of the Company.  In the opinion of the undersigned, the undersigned have made such
examination or investigation as is necessary to enable the undersigned to
express an informed opinion as to whether or not the conditions precedent to
the establishment of (i) a series of Securities, (ii) the forms of
such Securities and (iii) authentication of such series of Securities,
contained in the Indenture have been complied with.  In the opinion of the undersigned, such conditions (including
covenants, compliance with which constitutes a condition precedent) have been complied
with.


 


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IN WITNESS WHEREOF, the undersigned have executed this
Certificate this 30th day of October, 2003.


 


	
   

  	
  SILICON VALLEY BANCSHARES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth P. Wilcox

  	
   

  
	
   

  	
   

  	
  Name: Kenneth P. Wilcox

  	
   

  
	
   

  	
   

  	
  Title:   President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paulette Mehas

  	
   

  
	
   

  	
   

  	
  Name: Paulette Mehas

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  	
   

  
						



 


 


[Signature Page to
Officers’ Certificate and Company Order]