This excerpt taken from the SIVB DEF 14A filed Mar 30, 2009.


This Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Act or the Exchange Act, except to the extent that the Company specifically incorporates the information contained in the report by reference, and shall not otherwise be deemed filed under such acts.

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with management. Based on this review and these discussions, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and Proxy Statement.

Additionally, the Compensation Committee certifies that it has reviewed with the Company’s senior risk officers the incentive compensation arrangements of our Senior Executive Officers+ (“SEO”) and has made reasonable efforts to ensure that such arrangements do not encourage SEOs to take unnecessary and excessive risks that threaten the value of the financial institution.

This report is included herein at the direction of the members of the Compensation Committee.

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