SILICON VALLEY BANCSHARES
AMENDMENT AND RESTATEMENT EFFECTIVE AS OF
AUGUST 21, 1997
Section 1.1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of this corporation (the
"Corporation") is hereby fixed and located at 3003 Tasman Drive, Santa Clara, California. The Board of
Directors (the "Board") is hereby granted full power and authority to change the principal executive office from
one location to another. Any such change shall be noted in the Bylaws by the Secretary, opposite this Section, or
Section may be amended to state the new location.
Section 1.2. OTHER OFFICES. Other branch offices or places of business may at any time be established by
the Board at any place or places deemed appropriate.
Meetings of Shareholders
Section 2.1. PLACE OF MEETINGS. All annual or other meetings of shareholders shall be held at the principal
executive office of the Corporation, or at any other place which may be designated either by the Board or by the
written consent of all persons entitled to vote thereat given either before or after the meeting and filed with the
Secretary of the Corporation.
Section 2.2. ANNUAL MEETINGS.
(a) TIME. The Annual Meeting of shareholders shall be held each year on a date and at a time designated by the
Board. The date so designated shall be within fifteen months after the last Annual Meeting.
(b) BUSINESS TO BE TRANSACTED. At each Annual Meeting, directors shall be elected, reports of the
affairs of the Corporation shall be considered and any other business may be transacted which is within the
powers of the shareholders.
(c) NOTICE. Written notice of each Annual Meeting shall be given to each shareholder entitled to vote, either
personally or by first class mail or other means of written communication, charges prepaid, addressed to such
shareholder at such shareholder's address appearing on the books of the Corporation, or given by the
shareholder to the Corporation for the purpos