0001193125-08-014458 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT
Preferred Stock Rights Agreement • January 29th, 2008 • SVB Financial Group • State commercial banks • Delaware

This Amendment No. 2 (“Amendment No. 2”) to the Amended and Restated Preferred Stock Rights Agreement dated as of January 29, 2004 (the “Restated Agreement”), by and between SVB Financial Group (formerly known as “Silicon Valley Bancshares”), a Delaware corporation (the “Company”) and Wells Fargo Bank, N.A. (the “Rights Agent”), is entered into as of January 29, 2008 by and between the Company and the Rights Agent. Each capitalized term not defined herein shall have the meaning ascribed to such term in the Restated Agreement.

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