EXHIBIT 4.2


 


[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


___% JUNIOR SUBORDINATED
DEFERRABLE

INTEREST DEBENTURE DUE __________ __, 20__


CUSIP No.: __________


 


	
  Registered
  No. ___

  	
   

  	
  Principal Amount: $__________

  



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 $__________ on __________ __, 20__; provided,
that the Company may shorten the Stated Maturity of the principal of
this Security to a date not earlier than __________ __, 20__.  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 ___ day of _____, _____, _____ and ______
of each year commencing __________ __, 20__ at the rate of ___% 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 ___% 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


 


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(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 of (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


 


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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.


 


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


 


	
   

  	
   

  	
   

  	
  SILICON VALLEY
  BANCSHARES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
							



 


 


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILMINGTON
  TRUST COMPANY,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  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 __________ __, 20__ (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
$__________.


All terms used in this
Security that are defined in the Indenture and in the Amended and Restated
Trust Agreement, dated as of __________ __, 20__, 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 __________ __, 20__, 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.


 


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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.


 


 


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