SVB Financial Group (SIVB)

Management’s Report on Internal Control over Financial Reporting

Management of Silicon Valley Bancshares is responsible for establishing and maintaining adequate internal control over financial reporting. Silicon Valley Bancshares’ internal control over financial reporting is a process designed under the supervision of Silicon Valley Bancshares’ Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Silicon Valley Bancshares’ financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

As of December 31, 2004, management conducted an assessment of the effectiveness of Silicon Valley Bancshares’ internal control over financial reporting based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that Silicon Valley Bancshares’ internal control over financial reporting as of December 31, 2004 is effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s assessment of the effectiveness of Silicon Valley Bancshares’ internal control over financial reporting as of December 31, 2004 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.