Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On and effective as of August 25, 2009, the Board of Directors of SVB Financial Group (the "Company") amended the Company's Bylaws in the following manner:

• Removed: (i) the term limit requirement of a maximum of nine consecutive one-year terms for the Company's outside directors, and (ii) the related provisions (Section 1 of Article III); and

• Clarified and updated the Company's indemnification obligations to its directors, officers and other persons (Article VIII).

A copy of the Amended and Restated Bylaws is filed herewith as Exhibit 3.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
3.2 Amended and Restated Bylaws of the Company

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