SVB FINANCIAL GROUP Shares of Common Stock, $0.001 Par Value Underwriting AgreementUnderwriting Agreement • November 16th, 2009 • SVB Financial Group • State commercial banks • New York
SVB Financial Group, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [—] shares of Common Stock of the Company, solely to cover over-allotments, if any (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
