EXHIBIT # 10-23
SILICON VALLEY BANCSHARES
1989 STOCK OPTION PLAN
AMENDMENT AND RESTATEMENT EFFECTIVE AS OF THE DATE
OF OBTAINING SHAREHOLDER APPROVAL IN 1995.
The purpose of this Silicon Valley Bancshares Stock Option Plan (the "Plan") is to provide a method whereby
those key employees, directors and consultants of Silicon Valley Bancshares (the "Company") and its affiliates,
who are primarily responsible for the management and growth of the Company's business and who are presently
making and are expected to make substantial contributions to the Company's future management and growth,
may be offered incentives in addition to those presently available, and may be stimulated by increased personal
involvement in the success of the Company to continue in its service, thereby advancing the interests of the
Company and its shareholders.
The word "affiliate," as used in the Plan, means any bank or corporation in any unbroken chain of banks or
corporations beginning or ending with the Company, if at the time of the granting of an option, right or stock
bonus award, each such bank or corporation other than the last in that chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other banks or
corporations in the chain.
(i) Multiple Administrative Bodies. If permitted by Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended ("Rule 16b-3;" the "Exchange Act"), the Plan may be administered by different bodies with
respect to directors, officers who are not directors, and employees who are neither directors nor officers.
(ii) Administration With Respect to Directors and Officers Subject to Section 16(b). Except for the automatic
grants to directors provided for in Sections 6 and 9, which shall be automatic and not subject to any discretion,
with respect to option, stock purchase right or stock bonus award grants made to employees who are also
officers or directors subj