Exhibit
10.31





November 2, 2006


Michael Descheneaux


Dear Mike,


My colleagues and I are
very pleased to offer you the position of Chief Accounting Officer for SVB Financial
Group working out of the Vienna, Virginia office.  Your estimated start date for this position
is November 9, 2006.


Base Compensation:


As SVB’s Chief Accounting
Officer, your base salary will be $19,166.66 monthly (the equivalent of $230,000
if annualized).


2007 Incentive Compensation:


You will also be eligible
to participate in SVB Financial Group’s 2007 Incentive Compensation Plan (ICP).
The ICP plan is discretionary and bonuses are paid at the sole discretion of
SVB. The ICP is funded with a pool of dollars generated by the firm achieving
or exceeding targeted levels of success and return.  Profits must be high enough to support a
minimal level of financial performance including earnings per share. This award
is also based on individual performance as determined by SVB management.  Awards are paid out annually. The CFO will
review the ICP plan document and work with you to set appropriate goals.


Bonus:


In addition to your base
salary, we are pleased to offer you a signing bonus of $100,000, payable in two
installments, less any statutory withholding and applicable deductions. The
bonus payout schedule is described in the attached addendum.


Equity Grants:


SVB Financial Group will
recommend to the Board of Directors (the Board) that 10,000 stock options and 3,000
restricted stock units be awarded to you.  
This recommendation will be given to the Board for approval after you commence employment with SVB
Financial Group.  You will receive confirmation of your
approved equity grants with the price upon the Board’s approval.  Your right to exercise your stock options
will be subject to a vesting schedule that provides for 25% of your options to
vest annually on the anniversary of the date approved over the next four years.
Your restricted stock units also are subject to a vesting schedule of 25% over
the next four years.  Both types of
equity grants may be subject to taxation when exercised or received.  Shortly after your equity grants are
approved, you will receive the SVB Financial Group’s Equity Plan and Equity
Plan Terms and Conditions from our Stock Administrator.


Relocation Benefits — One year from your start
date:


SVB Financial Group will
provide you with relocation assistance from Virginia to Headquarters,
California as described in the enclosed “Employee Relocation Program”.  You are eligible for SVB Financial Group’s Executive
Level relocation policy.  Your relocation
benefits must be initiated one year, from your date of hire.











Deferred Compensation Program


SVB Financial Group offers
a Deferred Compensation Program (DCP) for qualifying employees as a supplement
to its existing 401(k) plan by providing an opportunity to defer income tax on
a portion of your income beyond what is permitted under IRS regulations to the
401(k) plan.  You will be eligible for
the DCP.  For further information on the
DCP, please see the enclosed 2005 DCP Highlights document.


Benefits:


As a full time and
benefited employee, SVB Financial Group offers you a full range of benefits for
you and your qualified dependents.  In
addition to our medical, dental and vision plans you will accrue vacation at a
rate of four weeks per year and sick leave at a rate of two weeks per
year.  SVB Financial Group observes
holidays recognized by the Federal Reserve Bank.  You may also take up to two personal days
each year for holidays or other personal events.  Personal days are prorated based upon hire
date and full-time status.  The Firm’s management
must approve all time off in advance.  A
detailed presentation of SVB Financial Group’s benefits program accompanies
this offer letter.


To comply with the
government-mandated confirmation of employment eligibility, please review the
enclosed “Lists of Acceptable Documents” as approved by the Department of
Homeland Security for establishing identity and employment eligibility, the “I-9”
process.  Please bring the required I-9
documents to your orientation.


Nothing in this offer, or
your acceptance of it, alters your at-will employment status with SVB Financial
Group.  You have the right to terminate
your employment at any time with or without cause or notice, and SVB Financial
Group reserves for itself an equal right. 
It is also important to note that SVB Financial Group reserves the right
to change our benefits at any time, with or without notice.


To confirm your
acceptance of our offer, please sign one copy of this letter, fax to my attention
to 408-654-1077, and return along with a clean copy of your resume in the
enclosed envelope.  This offer supersedes
any and all other written or verbal offers and is valid until November 3, 2006
unless earlier withdrawn.  This offer is
also contingent upon successful completion of the security background
verification, reference checks, and compensation committee review.


Mike, we are very
enthusiastic about your joining the SVB Financial Group team.  We are sure you will find SVB Financial Group
a stimulating and team-oriented company. 
The work environment is one of challenge, opportunity, and reward for
success.  If you have any questions,
please do not hesitate to call me at (408) 654-7787.


Sincerely,


/s/ LINDA BADER


Linda Bader


Staffing Manager


	
  Accepted:

  	
  /s/ MICHAEL DESCHENEAUX

  	
   

  	
  Date:

  	
  November 8, 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Actual Start
  Date:

  	
  November 9, 2006

  	
   

  
						



 











Addendum


Eligibility:  You will be eligible to
receive a Signing Bonus as described below, if:


·                  you are actively employed by SVB
Financial Group on your Bonus Date; and


·                  you
sign the agreement at the end of this letter and return it to HR with your
signed offer letter,


Signing Bonus: $100,000:  All required federal, state, and local income
taxes and other required payroll deductions will be withheld from this payment.


Signing Bonus Date:


·                  Your Bonus will be paid to you in two
lump sums.


o                 $50,000 as soon
as practicable after you commence employment and once all required new hire
paperwork is complete,


o                 $50,000 as soon
as practicable on your six-month anniversary


·                  If
you voluntarily terminate your employment with the Company or give notice of
your resignation on or before your Bonus Date, or if you are terminated for
cause (as defined below), you will be ineligible to receive your Bonus.


If, on your bonus date,
you are on an approved medical or family leave of absence from the Company, you
will be eligible to receive your Guaranteed Minimum Bonus so long as you
otherwise meet the eligibility criteria described in this letter.  For purposes of this Bonus, “cause” is defined
as:


·                  an act of embezzlement, fraud,
dishonesty, or breach of fiduciary duty to the Company;


·                  a deliberate disregard of the rules
of the Company which results in loss, damage or injury to the Company;


·                  any unauthorized disclosure of any of
the secrets or confidential information of the Company;


·                  inducing any client or customer of
the Company to break any contract with the Company;


·                  inducing any principal for whom the
Company acts as agent to terminate such agency relations;


·                  engaging in any conduct which
constitutes unfair competition with the Company;


·                  any act which results in your removal
from any office of the Company by any regulatory agency; or


·                  your
failure to substantially perform your day-to-day job duties with the Company in
any area other than in meeting sales goals, or where such failure results from
your incapacity due to physical or mental illness.


Signing Bonus Payback:


Should you voluntarily
leave SVB Financial Group or any of its affiliated companies one year from your
start date you would be obligated to repay the entire $100,000 Signing Bonus.


After you have read all
of this letter addendum, please indicate your agreement by signing and dating
this last page and returning this letter with your signed offer letter.


I have read, understood,
and hereby agree to all of the terms regarding this bonus as set forth in this
letter.


	
  Accepted:

  	
  /s/ MICHAEL DESCHENEAUX

  	
   

  	
  Date:

  	
  November 8, 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Actual Start
  Date:

  	
  November 9, 2006