S-3

As filed with the Securities and Exchange Commission on July 22, 2002

Registration No. 333-        

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Greater Bay Bancorp

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization) 77-0387041 (I.R.S. Employer Identification No.)

2860 West Bayshore Road

Palo Alto, California 94303

(650) 813-8200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

LINDA M. IANNONE, ESQ.

General Counsel

Greater Bay Bancorp

400 Emerson Street, 3rd Floor

Palo Alto, California 94301

(650) 614-5734

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

William T. Quicksilver, Esq.

Manatt, Phelps & Phillips, LLP

11355 West Olympic Boulevard

Los Angeles, California 90064-1614

Telephone: (310) 312-4000

Approximate date of commencement of proposed sale to public:  From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Zero Coupon Senior Convertible Contingent Debt Securities (“CODES”) due 2022	$312,877,000	$586.50	$183,502,360.50	16,883
Common Stock, no par value per share(3)	(3)	—	—	(3)

(1) The CODES were issued at a price of $639.23 per CODES, which represents an aggregate initial issue price of $200,000,365 and an aggregate principal amount at maturity of $312,877,000.

(2) This estimate is made pursuant to Rule 457(c) of the Securities Act solely for purposes of determining the registration fee. The above calculation is based on the average of the bid and asked prices for the CODES in secondary market transactions executed by the initial purchasers of the CODES on July 19, 2002, as reported to the registrant by the initial purchasers of the CODES.

(3) Includes such indeterminate number of shares of common stock as are issuable upon conversion and/or purchase by the registrant of the CODES registered hereby, which are not subject to an additional registration fee pursuant to Rule 457(i) under the Securities Act.

Greater Bay Bancorp hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until it shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

(Subject to Completion) Dated July 22, 2002

PROSPECTUS

$312,877,000

ZERO COUPON SENIOR CONVERTIBLE CONTINGENT DEBT SECURITIES^SM (CODES^SM ) DUE 2022 AND COMMON STOCK ISSUABLE UPON CONVERSION OF THE CODES

We, Greater Bay Bancorp, issued the CODES in a private placement in April 2002 at an issue price of $639.23 per CODES (63.923% of the principal amount at maturity). Selling securityholders will use this prospectus to resell their CODES and the shares of our common stock issuable upon conversion of their CODES.

Holders may convert each of their CODES into 15.3699 shares of our common stock under any of the following circumstances: (i) during any quarterly conversion period if the closing price of our common stock for at least 20 trading days in the 30 consecutive trading days ending on the first day of that conversion period is more than 120% of the accreted conversion price per share of common stock on that thirtieth day; (ii) during the five business day period following any 10 consecutive trading days in which the average trading price for a CODES is less than 105% of the average conversion value of the CODES during that period; (iii) during that period, if any, following the 30^th day after the initial issuance of the CODES that the credit rating assigned to the CODES by either Moody’s or Standard & Poor’s is below a specified level, if the credit rating assigned to the CODES is suspended or withdrawn by either of these rating agencies, or if neither rating agency is rating the CODES or providing ratings services coverage to us; (iv) if the CODES have been called for redemption; and (v) upon the occurrence of specified corporate transactions. The conversion rate may be adjusted as described in this prospectus. The conversion rate will not be adjusted for accreted issue discount.

We will not pay interest on the CODES prior to maturity unless contingent interest or additional amounts become payable or we elect to convert the CODES to semi-annual coupon notes upon the occurrence of a tax event. On April 24, 2022, a holder will receive $1,000 per CODES. The issue price of each CODES represents a yield to maturity of 2.25% per annum calculated from April 24, 2002 if no contingent interest is paid. The CODES rank equal in right of payment to all of our existing and future senior unsecured indebtedness.

We will pay contingent interest to holders of CODES during any six-month period commencing after October 24, 2002 if the average trading price of a CODES for a measurement period preceding any of those six-month periods equals 120% or more of the sum of the issue price and accreted issue discount for those CODES. The contingent interest payable per CODES in respect of any six-month period will be paid on the accreted value of the CODES at a rate equal to the greater of (i) a per annum rate equal to 5% of our then-current estimated borrowing rate for senior non-convertible, non-contingent debt with a maturity date and other terms comparable to the CODES (but in no case more than 0.5%) and (ii) 0.35% per annum. For United States federal income tax purposes, the CODES will be treated as contingent payment debt instruments. You should read the discussion of certain United States federal income tax considerations relevant to the CODES beginning on page 38.

Holders may require us to purchase all or a portion of their CODES on April 24, 2004, at a price of $668.49 per CODES, on April 24, 2007, at a price of $714.90 per CODES, on April 24, 2012 at a price of $799.52 per CODES and on April 24, 2017, at a price of $894.16 per CODES, in each case plus accrued and unpaid contingent interest and additional amounts, if any, to the date of purchase. In addition, upon a change in control of Greater Bay, holders may require us to repurchase all or a portion of their CODES.

We may redeem all or a portion of the CODES at any time on or after April 24, 2007, at the prices set forth in “Description of the CODES—Optional Redemption by Greater Bay.”

Shares of our common stock are quoted on The Nasdaq National Market under the trading symbol “GBBK.” The last reported sale price of the shares on July 17, 2002 was $24.50 per share.

Before deciding whether to invest, you should read the “ Risk Factors” beginning on Page 8.

We will not receive any of the proceeds from the sale of the CODES or the shares of common stock by any of the selling securityholders. The CODES and the shares of common stock may be offered in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices. In addition, the shares of common stock may be offered from time to time through ordinary brokerage transactions on The Nasdaq Stock Market. See “Plan of Distribution.” The selling securityholders may be deemed to be “underwriters” as defined in the Securities Act of 1933, as amended. If the selling securityholders use any broker-dealers, any commission paid to broker-dealers and, if broker-dealers purchase any CODES or shares of common stock as principals, any profits received by those broker-dealers on the resale of the CODES or shares of common stock may be deemed to be underwriting discounts or commissions under the Securities Act.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, THAT INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GREATER BAY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF GREATER BAY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION.

These securities are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

Neither the Securities and Exchange Commission nor any state securities commission or regulator has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

                    , 2002

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
A WARNING ABOUT FORWARD-LOOKING INFORMATION	8
RISK FACTORS	8
WHERE YOU CAN FIND MORE INFORMATION	12
DOCUMENTS INCORPORATED BY REFERENCE	12
USE OF PROCEEDS	13
RATIO OF EARNINGS TO FIXED CHARGES	13
DESCRIPTION OF THE CODES	13
DESCRIPTION OF CAPITAL STOCK	31
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	38
CERTAIN ERISA CONSIDERATIONS	44
SELLING SECURITYHOLDERS	45
PLAN OF DISTRIBUTION	50
LEGAL MATTERS	52
EXPERTS	52

ABOUT THIS PROSPECTUS

This prospectus constitutes part of a registration statement on Form S-3 that we filed with the SEC through what is known as the shelf registration process. Under this process, any selling securityholder may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities the selling securityholders may offer. A prospectus supplement may also add, update, or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

PROSPECTUS SUMMARY

This summary provides a brief overview of the key aspects of Greater Bay Bancorp and the securities. In this prospectus, “Greater Bay,” “we,” “us,” and “our” refer to Greater Bay Bancorp and its consolidated subsidiaries unless otherwise expressly or stated where the context otherwise requires. For more complete information on Greater Bay Bancorp and its financial statements, and a more complete understanding of the terms of the offered securities, before making your investment decision, you should carefully read this prospectus, the relevant prospectus supplement, if any, and the documents referred to in “Where You Can Find More Information.”

Greater Bay Bancorp

Greater Bay is a leading independent regional community financial services holding company headquartered in Northern California. We provide a wide range of commercial banking services to small and medium–sized businesses, real estate developers, property managers, business executives, professionals and other individuals. We operate throughout the San Francisco Bay Area including Silicon Valley, San Francisco and the San Francisco Peninsula, the East Bay, Santa Cruz, Marin, Monterey, and Sonoma Counties.

We had 11 community bank subsidiaries at March 31, 2002: Bank of Petaluma, Bank of Santa Clara, Bay Area Bank, Bay Bank of Commerce, Coast Commercial Bank, Cupertino National Bank, Golden Gate Bank, Mid–Peninsula Bank, Mt. Diablo National Bank, Peninsula Bank of Commerce and San Jose National Bank, with 45 offices located in Aptos, Blackhawk, Capitola, Carmel, Cupertino, Danville, Fremont, Hayward, Lafayette, Los Gatos, Millbrae, Milpitas, Palo Alto, Petaluma, Pleasanton, Point Reyes Station, Redwood City, San Francisco, San Jose, San Leandro, San Mateo, San Rafael, San Ramon, Santa Clara, Santa Cruz, Saratoga, Scotts Valley, Sunnyvale, Valley Ford, Walnut Creek and Watsonville.

We also own ABD Insurance and Financial Services, Inc., a commercial insurance brokerage firm, and conduct business through the following divisions: CAPCO, Greater Bay Bank Contra Costa Region, Greater Bay Bank Fremont Region, Greater Bay Bank Carmel, Greater Bay Bank Marin, Greater Bay Bank Santa Clara Valley Group, Greater Bay Bank SBA Lending Group, Greater Bay Corporate Finance Group, Greater Bay Bank International Banking Division, Matsco, Pacific Business Funding and the Venture Banking Group.

The Greater Bay Trust Company, which is a division of Cupertino National Bank, offers a full range of fee–based trust services directly to its clients and administers several types of retirement plans, including corporate pension plans, 401(k) and individual plans and retirement plans, with an emphasis on the investment management, custodianship and trusteeship of those plans.

At March 31, 2002, we had total assets of $8.3 billion, net loans of $4.4 billion, total deposits of $5.0 billion and $701 million in total regulatory capital.

Regional Community Banking Philosophy

In order to meet the demands of the increasingly competitive banking and financial services industries, we have adopted a business philosophy referred to as the “Regional Community Banking Philosophy”. Our Regional Community Banking Philosophy is based on our belief that banking clients value doing business with locally managed institutions that can provide a full service commercial banking relationship through an understanding of the clients’ financial needs and the flexibility to deliver customized solutions through our menu of products and services. We also believe that banks who affiliate with Greater Bay and implement our Regional Community Banking Philosophy are better able to build successful client relationships as the holding company provides cost effective administrative support services while promoting bank autonomy and flexibility in serving client needs.

To implement this philosophy, we operate each of our banking subsidiaries by retaining their independent names. We believe that our banking subsidiaries have established strong reputations and client followings in their market areas through attention to client service and an understanding of client needs.

In an effort to capitalize on the identities and reputations of the banks, we currently intend to continue to market our services under each bank’s name, primarily through each bank’s relationship managers. The primary focus for the

2

banks’ relationship managers is to cultivate and nurture their client relationships. Relationship managers are assigned to each borrowing client to provide continuity in the relationship. This emphasis on personalized relationships requires that all of the relationship managers maintain close ties to the communities in which they serve, so they are able to capitalize on their efforts through expanded business opportunities for the banks.

While client service decisions and day-to-day operations are maintained at the banks, Greater Bay offers the advantages of affiliation with a multi-bank holding company by providing expanded client support services, such as increased client lending capacity, business cash management, international trade finance services, and business insurance products. In addition, Greater Bay provides centralized administrative functions, including support in credit policy formulation and review, investment management, data processing, accounting, loan servicing and other specialized support functions. All of these centralized services are designed to enhance the ability of the relationship managers to expand their client relationship base.

Our Goals

We strive toward six primary goals. These goals include:

• High Credit Quality.    We have implemented tighter underwriting standards and more aggressive management of non-accruals to adjust for the current economy.

• Core Deposit Growth.    In addition to pursuing acquisition-driven deposit growth, we strive to expand our deposit franchise internally through market penetration and cross-selling as part of our relationship banking mode.

• Net Interest Margin.    Though declining rates have resulted in margin compression, we have eased the compression with our interest rate risk mitigation strategy and client relationship pricing initiatives. We believe our relationship-based banking model positions us to deal with sustained margin compression more effectively.

• Efficiency.    We continue to actively manage our efficiency ratio, by reducing expenses and increasing personal productivity.

• Relationship Management.    This value proposition continues to benefit our clients and our shareholders. As a market differentiator, the close relationship with a knowledgeable, decision-empowered banker appeals to business owners, managers, and executives who demand a greater level of service. For Greater Bay, the relationship delivers better control, higher quality loans and continuing opportunities for revenue development.

• Acquisition Strategy.    We will continue to target well-managed, high performing banks and other financial services companies that offer growth and profit opportunities in key markets. Through disciplined transaction execution, we have brought nine banks and three specialty finance firms into the Greater Bay family.

Corporate Growth Strategy

Our corporate growth strategy is to become the preeminent independent financial services company in Northern California. We focus on increasing our market share within the communities we serve through continued internal growth. We also pursue opportunities to expand our market share through select acquisitions that management believes complement our businesses. Management pursues acquisition opportunities in contiguous and infill market areas. We have begun to focus on expanding fee based products in addition to our traditional banking services. Consistent with our operating philosophy and growth strategy, Greater Bay regularly evaluates opportunities to acquire banks and other financial services companies that complement our existing business, expand our market coverage and share and enhance our client product offerings.

Our principal executive offices are located at 2860 West Bayshore Road, Palo Alto, California, 94303, and our telephone number is (650) 813-8200. Our Web site is www.gbbk.com. Our website is not part of this prospectus.

3

The Offering

Issuer Greater Bay Bancorp

Seller One or more of the selling securityholders. For more information, see “Selling Securityholders.” We are not selling any of the securities.

Securities Offered Up to $312,877,000 aggregate principal amount at maturity of Zero Coupon Senior Convertible Contingent Debt Securities (“CODES”) due April 24, 2022, and shares of common stock issuable upon conversion of the CODES. We will not pay interest on the CODES prior to maturity unless contingent interest or additional amounts become payable or we exercise our option to convert the CODES to semi-annual coupon notes upon the occurrence of a tax event.

Maturity Date April 24, 2022

Yield to Maturity of CODES 2.25% per year, computed on a semiannual bond equivalent basis, calculated from April 24, 2002, excluding any contingent interest and additional amounts.

Ranking The CODES are senior unsecured obligations of Greater Bay Bancorp and rank equal in right of payment with all existing and future senior unsecured indebtedness of Greater Bay Bancorp. As of March 31, 2002, Greater Bay had approximately $49 million of senior debt outstanding. As of March 31, 2002, our subsidiaries had approximately $2.3 billion of total borrowings and $5.0 billion of deposit liabilities.

Contingent Interest We will pay contingent interest to the holders of CODES during any six-month period from October 24 to April 23 and from April 24 to October 23, commencing with the six-month period beginning October 24, 2002, if the average trading price (as defined in this prospectus) of a CODES for the five trading days ending on the second business day immediately preceding the relevant six-month period equals 120% or more of the sum of the issue price and accreted issue discount for those CODES to the day immediately preceding the relevant six-month period.

The rate of contingent interest payable in respect of any six-month period will equal the greater of (i) a per annum rate equal to 5.0% of our estimated borrowing rate for senior non-convertible, non-contingent fixed-rate indebtedness with a maturity date and other terms comparable to the CODES (but in no case more than 0.5%) and (ii) 0.35% per annum, in each case multiplied by the sum of the issue price and the accreted issue discount as of the day immediately preceding the relevant six-month period. Contingent interest, if any, will accrue and be payable to holders of record of CODES as of the fifteenth day preceding the last day of the relevant six-month period. These payments will be paid on the last day of the relevant six-month period. Issue discount will continue to accrete at 2.25% per annum whether or not contingent interest is paid. Contingent interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Conversion Rights A holder may convert CODES into shares of our common stock prior

4

to stated maturity under any of the following circumstances:

Ÿ During any quarterly conversion period if the closing sale price of our common stock for a period of at least 20 trading days in the period of 30 consecutive trading days ending on the first day of that conversion period is more than 120% of the accreted conversion price per share of common stock on that thirtieth day;

Ÿ During the five business day period following any 10 consecutive trading day period in which the average of the trading prices for a CODES was less than 105% of the average conversion value (as defined in this prospectus) for the CODES during that period;

Ÿ During any period following the 30th day after the initial issuance of the CODES in which the credit rating assigned to the CODES by either Moody’s or Standard & Poor’s is below Ba3 and BB-, respectively, in which the credit rating assigned to the CODES is suspended or withdrawn by either rating agency or in which neither rating agency is rating the CODES or providing ratings services coverage to us;

Ÿ if the CODES have been called for redemption; or

Ÿ upon the occurrence of specified corporate transactions described under “Description of the CODES—Conversion Rights.”

For each CODES surrendered for conversion, the holder initially will receive 15.3699 shares of our common stock. The conversion rate may be adjusted for certain reasons, but will not be adjusted for accreted issue discount. Upon conversion, the holder will not receive any cash payment representing accreted issue discount. Instead, accreted issue discount will be deemed paid by the shares of common stock received by the holder of CODES on conversion. See “Description of the CODES—Conversion Rights.”

Sinking Fund None.

Optional Redemption by Greater Bay Bancorp We may not redeem the CODES prior to April 24, 2007. We may redeem some or all of the CODES on or after April 24, 2007, at the redemption prices set forth under “Description of the CODES – Optional Redemption by Greater Bay.”

Optional Repurchase Right of Holders Holders may require us to repurchase all or a portion of their CODES on April 24, 2004, 2007, 2012 and 2017 at the following prices:

Ÿ on April 24, 2004 at a price of $668.49 per CODES;

Ÿ on April 24, 2007 at a price of $714.90 per CODES;

Ÿ on April 24, 2012 at a price of $799.52 per CODES; and

Ÿ on April 24, 2017 at a price of $894.16 per CODES

See “Description of the CODES—Repurchase of CODES at the Option of Holder.”

Change in Control Repurchase Right of Holders Upon a change in control of Greater Bay, holders may require us, subject to certain conditions, to repurchase all or a portion of their CODES. We will pay a repurchase price equal to the issue price of those CODES plus accreted issue discount to the date of purchase. See “Description of the CODES—Repurchase at Option of Holders Upon

5

Change in Control.”

Issue Discount We issued our CODES at a price significantly below the principal amount at maturity of the CODES. This issue discount will accrete at a rate of 2.25% per year beginning on the date of issuance of those CODES, calculated on a semi-annual bond equivalent basis, using a 360-day year composed of twelve 30-day months. The accrual of imputed interest income, also referred to as tax original issue discount, as calculated for United States federal income tax purposes, is expected to exceed the accreted issue discount.

Optional Conversion to Semiannual Coupon Notes Upon Tax Event From and after the occurrence of a tax event (as defined in this prospectus), at the option of Greater Bay, cash interest instead of future issue discount will accrue on each CODES from the option exercise date at 2.25% per year on the restated principal amount (which will equal the sum of the issue price and accreted issue discount) and shall be payable semiannually to holders of record on the related record date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and will accrue from the most recent date to which interest has been paid or, if no interest has been paid, the option exercise date. In that event the redemption price, purchase price and change in control purchase price will be adjusted. However, the holder will continue to have the same conversion rights with respect to its CODES notwithstanding the restated principal amount.

Tax Original Issue Discount Under the indenture, we agreed, and by acceptance of a beneficial interest in the CODES each beneficial owner of the CODES will be deemed to have agreed, among other things, for United States federal income tax purposes, to treat the CODES as indebtedness that is subject to the regulations governing contingent payment debt instruments and, for purposes of those regulations, to treat the fair market value of any stock received upon any conversion of the CODES as a contingent payment. Under the contingent payment debt regulations, even if we do not pay any cash interest (including any contingent interest) on the CODES, holders will be required to include accrued tax original issue discount in their gross income for United States federal income tax purposes.

The rate at which the tax original issue discount will accrue will exceed the yield of 2.25% for the accreted issue discount described above. For purposes of the contingent payment debt regulations, holders will be required to treat the fair market value of any stock received upon any conversion of the CODES as a contingent payment and will recognize ordinary income, if any, upon a sale, exchange, conversion, repurchase or redemption of the CODES at a gain. See “Certain United States Federal Income Tax Considerations.”

Holders should consult their tax advisors regarding the tax treatment of the CODES and whether a purchase of the CODES is advisable in light of the agreed-upon tax treatment and the investor’s particular tax situation.

Events of Default If there is an event of default on the CODES, the issue price of the CODES plus the accreted issue discount may be declared immediately due and payable. These amounts automatically become due and payable in certain circumstances.

6

Form, Denomination and Registration The CODES have been issued in fully registered form, in denominations of $1,000 principal amount at maturity and are represented by one or more global securities, deposited with the trustee as custodian for The Depository Trust Company and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global securities will be shown on, and any transfers will be effected only through, records maintained by DTC and its participants. See “Description of the CODES—Form, Denomination and Registration.”

Use of Proceeds We will not receive any of the proceeds from the sale by any selling securityholder of the CODES or shares of common stock offered under this prospectus. See “Use of Proceeds.”

Absence of a Public Market for the CODES The CODES issued in the initial private placement are eligible for trading on the PORTAL market. However, the CODES sold under this prospectus are not eligible for trading on that market.

Nasdaq National Market Symbol for our Common Stock Our common stock is traded on The Nasdaq National Market under the symbol “GBBK.”

7

A WARNING ABOUT FORWARD-LOOKING INFORMATION

Discussions of certain matters contained in this prospectus and relevant prospectus supplement may constitute forward-looking statements within the meaning of the Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, projections of future performance, perceived opportunities in the market and statements regarding our mission and vision. You can generally identify forward looking statements as statements containing the words “will,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume” or other similar expressions. Our actual results, performance and achievements may differ materially from the results, performance and achievements expressed or implied in forward-looking statements. The following discussion under “Risk Factors” provides some of the factors that might cause such a difference.

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Actual results may differ from expectations due to many factors beyond our ability to control or predict, including those described above, and in documents incorporated by reference in this prospectus. For these statements, Greater Bay claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

You should rely only on the information contained and incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. Offers to sell securities and sales of securities are authorized only in jurisdictions where offers and sales are permitted. The information contained and incorporated by reference in this prospectus and any accompanying prospectus supplement is accurate only as of the date of this prospectus or the prospectus supplement or the date of the document incorporated by reference, as the case may be, regardless of the time of delivery of the prospectus or prospectus supplement or any sale of the securities.

RISK FACTORS

In addition to the other information in this prospectus, including the matters addressed in “A Warning about Forward-looking Information,” you should consider the matters described below before deciding whether to invest in our securities.

Risk Factors Relating to Greater Bay

Failure to successfully execute our growth strategy or to integrate recently acquired subsidiaries could adversely affect our performance.

Our financial performance and profitability will depend on our ability to execute our corporate growth strategy and manage our recent and possible future growth. Although management believes that it has substantially integrated the business and operations of recently acquired subsidiaries, there can be no assurance that unforeseen issues relating to the assimilation of these subsidiaries will not adversely affect us. In addition, any future acquisitions and our continued growth may present operating and other problems that could have an adverse effect on our business, financial condition and results of operations. Our financial performance will also depend on our ability to maintain profitable operations through implementation of our Regional Community Banking Philosophy, which is described earlier. Accordingly, there can be no assurance that we will be able to execute our growth strategy or maintain the level of profitability that we have recently experienced.

Our recent acquisition of an insurance agency could periodically reduce our profitability if insurance agency revenue does not meet our expectations.

8

Our insurance agency revenues are affected by premium rate levels in the property and casualty and employee benefits insurance markets and by available capacity in the insurance markets. If we lose significant business or are unsuccessful in continuing to develop new business, or we are unable to place insurance coverage, our insurance agency revenues could decline.

Portions of the purchase price paid for the insurance agency were recorded as intangible assets. Periodically, we assess whether these intangible assets have become impaired and must be recorded at a lower value. Significant declines in insurance agency revenue might require a lower value. Recording a lower value results in an impairment loss that would increase our expenses for the applicable period. Significant declines, or expectations of declines, in insurance agency revenue could periodically result in significant impairment loss expense.

Changes in market interest rates may adversely affect our performance.

Our earnings are impacted by changing interest rates. Changes in interest rates impact the demand for new loans, the credit profile of existing loans, the rates received on loans and securities and rates paid on deposits and borrowings. The relationship between the rates received on loans and securities and the rates paid on deposits and borrowings is known as interest rate spread. Given our current volume and mix of interest-bearing liabilities and interest-earning assets, our interest rate spread could be expected to increase during times of rising interest rates and, conversely, to decline during times of falling interest rates. Although we believe our current level of interest rate sensitivity is reasonable, significant fluctuations in interest rates may have an adverse effect on our business, financial condition and results of operations.

Our Bay Area business focus and economic conditions in the Bay Area could adversely affect our operations.

Our Bay Area business focus and economic conditions in the Bay Area could adversely affect our operations. Our operations are located in Northern California and concentrated primarily in Alameda, Contra Costa, Marin, Monterey, San Francisco, San Mateo, Santa Cruz, Santa Clara and Sonoma counties, which includes the area known as the “Silicon Valley”. As a result of this geographic concentration, our results depend largely upon economic and business conditions in these areas. The economy in our market areas has exhibited weakness.

Many publicly and privately held technology firms have experienced a decline in their stock prices and valuations. At the same time, firms in the technology industry have experienced greater difficulty than in the past in obtaining capital and funding. The inability of such firms to obtain necessary capital and funding has adversely affected existing business and resulted in a significant slowdown in the growth of the technology industry. A prolonged or further decline in economic and business conditions in our market areas, particularly in the technology and real estate industries on which the Bay Area depends, could have a material impact on the quality of our loan portfolio or the demand for our products and services, which in turn may have a material adverse effect on our results of operations. A continued weakening in the national economy might further exacerbate local economic conditions. The extent of the future impact of these events on economic and business conditions cannot be predicted.

Our future warrant income can not be predicted.

We have historically obtained rights to acquire stock, in the form of warrants, in certain clients as part of negotiated credit facilities. We may not be able to realize gains from these equity instruments in future periods due to fluctuations in the market prices of the underlying common stock of these companies. The timing and amount of income, if any, from the disposition of client warrants typically depend upon factors beyond our control, including the general condition of the public equity markets, levels of mergers and acquisitions activity, and legal and contractual restrictions on our ability to sell the underlying securities. Therefore, future gains cannot be predicted with any degree of accuracy and are likely to vary materially from period to period. In addition, a significant portion of the income we realize from the disposition of client warrants may be offset by expenses related to our efforts to build an infrastructure sufficient to support our present and future business activities, as well as expenses incurred in evaluating and pursuing new business opportunities.

9

We are subject to government regulation that could limit or restrict our activities, which in turn could adversely impact our operations.

The financial services industry is regulated extensively. Federal and state regulation is designed primarily to protect the deposit insurance funds and consumers, and not to benefit our shareholders. These regulations can sometimes impose significant limitations on our operations. In addition, these regulations are constantly evolving and may change significantly over time. Significant new laws or changes in existing laws or repeal of existing laws may cause our results to differ materially. Further, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects credit conditions for us.

Competition may adversely affect our performance.

The financial services business in our market areas is highly competitive. It is becoming increasingly competitive due to changes in regulation, technological advances, and the accelerating pace of consolidation among financial services providers. We face competition both in attracting deposits and in making loans. We compete for loans principally through the interest rates and loan fees we charge and the efficiency and quality of services we provide. Increasing levels of competition in the banking and financial services businesses may reduce our market share or cause the prices we charge for our services to fall. Our results may differ in future periods depending upon the nature or level of competition.

If a significant number of borrowers, guarantors and related parties fail to perform as required by the terms of their loans, we will sustain losses.

A significant source of risk arises from the possibility that losses will be sustained if a significant number of our borrowers, guarantors and related parties fail to perform in accordance with the terms of their loans. We have adopted underwriting and credit monitoring procedures and credit policies, including the establishment and review of the allowance for credit losses, that management believes are appropriate to minimize this risk by assessing the likelihood of nonperformance, tracking loan performance and diversifying our credit portfolio. These policies and procedures, however, may not prevent unexpected losses that could materially adversely affect our results of operations.

Risk Factors Relating to the CODES

If our banking subsidiaries are unable to pay dividends to us, we may not be able to make payments due on the CODES at maturity or on an earlier repurchase date.

On April 24, 2004, 2007, 2012 and 2017, and upon the occurrence of a change in control of Greater Bay, holders of CODES may require us to purchase their CODES. Any such repurchase must be for cash. We will also be required to make cash payments on the CODES at their maturity. However, it is possible that we will not have sufficient funds at those times to make the required purchase of the CODES, and that we will not be able to arrange financing to pay the repurchase price in cash. Our failure to repurchase the CODES would constitute an event of default under the indenture under which we issued the CODES, which default might also constitute a default under the terms of our other indebtedness at that time.

We are a financial services holding company and almost all of our operating assets are owned by our subsidiaries. We rely primarily on dividends from our bank subsidiaries to meet our obligations for payment of principal and interest on our outstanding debt obligations and corporate expenses. Dividend payments from the banks are subject to regulatory limitations, generally based on current and retained earnings, imposed by the various regulatory agencies with authority over each of the banks. Payment of dividends by the banks is also subject to each of the bank’s profitability, financial condition and capital expenditures and other cash flow requirements. Bank regulatory agencies have authority to prohibit the banks or Greater Bay from engaging in an unsafe or unsound practice in conducting their business. The payment of dividends, depending upon the financial condition of the banks or Greater Bay, could be deemed to constitute an unsafe or unsound practice.

10

Under the prompt corrective action provisions of the Federal Deposit Insurance Act, the banks are prohibited from making capital distributions, including the payment of dividends, if, after making any capital distribution, the institution would become undercapitalized as defined under the Federal Deposit Insurance Act. Payment of dividends by the banks also may be restricted at any time at the discretion of the appropriate regulator if it deems the payment to constitute an unsafe or unsound banking practice. As of March 31, 2002, approximately $109.7 million was available for the payment of dividends to us by our bank subsidiaries without further approval from the bank regulating authorities.

In addition to regulatory restrictions on the payment of dividends, the banks are subject to significant restrictions imposed by federal law on any extensions of credit they make to their affiliates and on investments in stock or other securities of their affiliates. We are considered an affiliate of the banks. These restrictions prevent affiliates of the banks, including us, from borrowing from the banks, unless various types of collateral secure the loans. Federal law limits the aggregate amount of loans to and investments in any single affiliate to 10% of each bank’s capital stock and surplus and also limits the aggregate amount of loans to and investments in all affiliates to 20% of each bank’s capital stock and surplus.

The CODES are effectively subordinate to the claims of all creditors of our subsidiaries and our funds might be exhausted before any payment could be made to holders of the CODES.

As a holding company, our right to receive any distributions of assets of any subsidiary, upon that subsidiary’s liquidation or reorganization or otherwise (and thus the right of a holder of CODES to benefit indirectly from such distribution), is subject to the prior claims of creditors of that subsidiary, except to the extent we are also recognized as a creditor of that subsidiary. For example, if any of our subsidiary banks is liquidated or reorganized, depositors of such bank would have the right to receive payment in full from that bank before we received payment, unless we were considered a creditor of that bank. At March 31, 2002, our subsidiaries had total borrowings of $2.3 billion and $5.0 billion of deposit liabilities.

An active trading market for CODES may not develop.

The CODES comprise a new issue of securities for which there is currently no public market. If the CODES are traded after their initial issuance, they may trade at a discount from their issue price plus accrued original issue discount, depending on prevailing interest rates, the market for similar securities, the price of our common stock, our performance and other factors. In addition, we do not know whether an active trading market will develop for the CODES. To the extent that an active trading market does not develop, the price at which a purchaser of CODES may be able to sell the CODES, if at all, may be less than the price a purchaser of CODES pays for them in this offering.

Purchaser of CODES should consider the United States federal income tax consequences of owning the CODES.

We and each holder of CODES agreed in the indenture to treat the CODES as indebtedness that is subject to United States Treasury regulations governing contingent payment debt instruments. The following discussion assumes that the CODES will be so treated. Under the contingent payment debt regulations, a holder will be required to include amounts in income, as original issue discount, and to accrue interest on a constant yield to maturity basis at a rate comparable to the rate at which we would borrow in a noncontingent, nonconvertible borrowing, even though the CODES will have a significantly lower yield to maturity. In addition, a holder will recognize ordinary income, upon a sale, exchange, conversion, repurchase or redemption of the CODES at a gain. In computing such gain, the amount realized by a holder will include, in the case of a conversion, the amount of cash and the fair market value of common stock received. Holders are urged to consult their own tax advisors as to the United States federal, state and other tax consequences to them of acquiring, owning and disposing of the CODES and common stock. See “Certain United States Federal Income Tax Considerations.”

The CODES will not contain restrictive covenants, and there is limited protection in the event of a change in control.

The indenture under which the CODES have been issued does not contain restrictive covenants that would protect holders of CODES from several kinds of transactions that may adversely affect them. In particular, the indenture does not contain covenants that limit our ability to pay dividends or make distributions on or redeem our capital stock or limit our ability to incur additional indebtedness and, therefore, will not protect holders of CODES in the event of a highly leveraged transaction or other similar transaction. In addition, the requirement that we offer to repurchase the CODES upon a change in control is limited to the transactions specified in the definition of a “change of control” under

11

“Description of CODES—Repurchase at Option of Holders Upon Change in Control.” Accordingly, we could enter into certain transactions, such as acquisitions, refinancings or a recapitalization, that could affect our capital structure and the value of our common stock but would not constitute a change in control.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and proxy statements and other information with the SEC. You may read and copy any document which we file at the SEC’s public reference rooms in Washington, D.C., Chicago, Illinois and New York, New York. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our filings with the SEC are also available to the public over the Internet at a World Wide Web site maintained by the SEC at http://www.sec.gov.

Greater Bay has filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information shown in the registration statement. For further information with respect to Greater Bay and the securities offered by this prospectus, you should read the registration statement and the exhibits thereto which you may inspect at the public reference facilities of the SEC, at the address shown above, or through the SEC’s Web site.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made by us with the SEC which we may make under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information in listed documents and future filings that is deemed not to be filed) until all of the securities being offered are sold:

• Annual Report on Form 10-K for the year ended December 31, 2001 (including the documents incorporated by reference therein);

• Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

• Current Reports on Form 8-K filed on July 17, 2002, July 2, 2002, May 14, 2002, April 30, 2002, April 25, 2002, April 22, 2002, April 18, 2002, April 16, 2002, April 4, 2002, March 14, 2002, February 27, 2002 and January 16, 2002; and

• Registration Statements on Form 8-A filed on November 25, 1998 and October 27, 1994.

You may request a copy of these incorporated filings, without charge, excluding all exhibits unless specifically incorporated by reference as an exhibit to this prospectus. You may request copies by writing or telephoning Greater Bay Bancorp, 400 Emerson Street, 3rd Floor, Palo Alto, California 94301, Attention: Corporate Secretary, telephone (650) 812-8200.

12

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the CODES or the shares of common stock issuable upon conversion of the CODES.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges on a consolidated basis for the periods specified.

Statements re Computation of Ratios of Earnings to Fixed Charges

	For the three month		Periods Ended		For the Years Ended December 31,
	3/31/2002		3/31/2001		2001		2000		1999		1998		1997
Income before income taxes	$	44,133	$	39,266	$	106,284	$	110,829	$	77,762	$	64,431	$	51,246
Fixed charges:
Interest expense and dividends paid on Trust Preferred Securities		42,214		48,109		199,956		165,892		110,710		90,219		71,332
Interest factor of rental expense		1,228		711		3,733		2,778		2,493		1,978		1,760
Fixed charges		43,442		48,820		203,689		168,670		113,203		92,197		73,092
Less: interest expense on deposits		20,934		39,165		132,655		146,269		98,588		78,525		64,675
Net fixed charges		22,508		9,655		71,034		22,401		14,615		13,672		8,417
Earnings, excluding interest on deposits	$	66,641	$	48,921	$	177,318	$	133,230	$	92,377	$	78,103	$	59,663
Ratio of earnings, excluding interest on deposits, to net fixed charges(1)		2.96 x		5.07 x		2.50 x		5.95 x		6.32 x		5.71 x		7.09 x
Earnings, including interest on deposits	$	87,575	$	88,086	$	309,973	$	279,499	$	190,965	$	156,628	$	124,338
Ratio of earnings, including interest on deposits, to fixed charges(2)		2.02 x		1.80 x		1.52 x		1.66 x		1.69 x		1.70 x		1.70 x

(1) For the purposes of computing the ratio of earnings, excluding interest on deposits, to net fixed charges, earnings represent income before income taxes plus net fixed charges. Net fixed charges include interest expense, other than interest on deposits, and that portion of rental expense, generally one third, deemed representative of the interest factor

(2) For the purposes of computing the ratio of earnings, including interest on deposits, to fixed charges, earnings represent income before income taxes plus fixed charges. Fixed charges include interest expense and that portion of rental expense, generally one third, deemed representative of the interest factor.

DESCRIPTION OF THE CODES

We issued the CODES under an indenture dated as of April 24, 2002, between us and Wilmington Trust Company, as trustee. The terms of the CODES include those provided in the indenture and those provided in the registration rights agreement dated as of April 24, 2002, between us and the initial purchasers of the CODES.

The following description is only a summary of the material provisions of the CODES and the indenture. We urge you to read these documents in their entirety because they, and not this description, define the rights of holders of the

13

CODES. You may request copies of these documents at our address set forth above under “Where You Can Find More Information.”

When we refer to Greater Bay in this section, we refer only to Greater Bay Bancorp, a California corporation, and not its subsidiaries.

Brief Description of the CODES

The CODES are:

• limited to $312,877,000 aggregate principal amount at maturity;

• general unsecured, unsubordinated obligations, and, as indebtedness of Greater Bay, and are effectively subordinated to all indebtedness and liabilities of our subsidiaries;

• convertible into our common stock as described below under “Conversion Rights;”

• redeemable at our option on or after April 24, 2007 upon the terms and at the redemption prices set forth below under “Optional Redemption by Greater Bay;”

• subject to repurchase by us at the option of the holders of CODES upon the terms and at the repurchase prices set forth below under “Repurchase of CODES at the Option of Holder” and “Repurchase at Option of Holders Upon Change in Control;” and

• due on April 24, 2022, unless earlier converted, redeemed by us at our option or repurchased by us at the option of the holders of CODES.

The CODES are being offered at a substantial discount from their principal amount at maturity. Except as described below under “Optional Conversion to Semiannual Coupon Note Upon Tax Event,” we will not make periodic payments of interest on the CODES, other than contingent interest described below under “Contingent Interest.” Each CODES were issued at an issue price of $639.23 per CODES. However, issue discount will accrete on the CODES while they remain outstanding. Issue discount is the difference between the issue price and the principal amount at maturity of a CODES. Issue discount will accrete at a rate of 2.25% per annum from the date of issuance. Issue discount will be calculated on a semi-annual bond equivalent basis, using a 360-day year composed of twelve 30-day months. The issue date of the CODES and the commencement of accretion of issue discount was April 24, 2002.

Issue discount will cease to accrue on a CODES upon its maturity, conversion, purchase by us at the option of a holder or redemption. We may not reissue a CODES that has matured or been converted, purchased by us at the option of a holder, redeemed or otherwise cancelled.

Under the indenture, we agreed, and by acceptance of a beneficial interest in the CODES each beneficial owner of the CODES will be deemed to have agreed, among other things, for United States federal income tax purposes, to treat the CODES as indebtedness that is subject to the regulations governing contingent payment debt instruments and, for purposes of those regulations, to treat the fair market value of any stock received upon any conversion of the CODES as a contingent payment. Under the contingent payment debt regulations, even if we do not pay any cash interest (including any contingent interest) on the CODES, holders will be required to include accrued tax original issue discount in their gross income for United States federal income tax purposes. The rate at which the tax original issue discount will accrue will exceed the yield of 2.25% for the accreted issue discount described above. For purposes of the contingent payment debt regulations, holders will be required to treat the fair market value of any stock received upon any conversion of the CODES as a contingent payment and will recognize ordinary income, if any, upon a sale, exchange, conversion, repurchase or redemption of the CODES at a gain. See “Certain United States Federal Income Tax Considerations.”

The indenture does not contain any financial covenants and does not restrict us from paying dividends, incurring additional indebtedness or issuing or repurchasing our other securities. The indenture also does not protect holders in the event of a highly leveraged transaction or a change in control of Greater Bay except to the extent described below under “Repurchase at Option of Holders Upon Change in Control.” The CODES are not subject to legal or covenant defeasance.

14

Under the indenture we are obligated to provide the trustee, the calculation agent and the conversion agent with certain information in order for them to properly make determinations under the indenture as described in this prospectus.

For information regarding conversion, registration of transfer and exchange of global CODES, see “Form, Denomination and Registration.”

Conversion Rights

Holders may convert any outstanding CODES (or portions of outstanding CODES) into our common stock at a conversion rate of 15.3699 shares per $1,000 principal amount at maturity of CODES. The conversion rate is, however, subject to adjustment as described below. We will not issue fractional shares of our common stock upon conversion of CODES. Instead, we will pay a cash adjustment based upon the closing price of our common stock on the trading day immediately preceding the conversion date. A holder may convert CODES only in denominations of $1,000 and whole multiples of $1,000.

General

Holders may surrender CODES for conversion into our common stock prior to stated maturity if any of the following conditions is satisfied:

• during any conversion period if the closing price of our common stock for at least 20 trading days in the 30 consecutive trading day period ending on the first day of such conversion period is more than 120% of the accreted conversion price per share of common stock, as described below, on that thirtieth trading day;

• during the five business-day period following any 10 consecutive trading day period in which the average of the trading prices for the CODES for that 10 trading day period was less than 105% of the average conversion value, as described below, for the CODES during that period;

• during such period, if any, in which the credit rating assigned to the CODES by either Moody’s or Standard & Poor’s is below a specified level, in which the credit rating assigned to the CODES is suspended or withdrawn by either of such rating agencies or in which neither rating agency is rating the CODES or providing ratings services coverage to us;

• if we have called the CODES for redemption; and

• upon the occurrence of specified corporate transactions discussed below.

Conversion Upon Satisfaction of Market Price Conditions

A holder may surrender any of its CODES for conversion into our common stock during any conversion period if the closing price of our common stock, for at least 20 trading days in the 30 trading day period ending on the first day of such conversion period, exceeds 120% of the accreted conversion price per share of common stock on the thirtieth day. The “accreted conversion price” per share of common stock as of any day equals the quotient of the issue price of a CODES plus the accreted issue discount for such CODES, divided by the number of shares of common stock issuable upon conversion of the CODES on that day. The “closing price” of our common stock on any date means the closing per share sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such date as reported on The Nasdaq National Market or, if our common stock is not listed on The Nasdaq National Market, on the principal securities exchange or inter-dealer quotation system on which our common stock is then traded.

A conversion period will be the period from and including the thirtieth trading day in a fiscal quarter to but not including, the thirtieth trading day in the immediately following fiscal quarter.

The conversion agent, which is Wilmington Trust Company, as trustee, will, on our behalf, determine daily if the CODES are convertible as a result of the closing price of our common stock and notify us and we will deliver written notice to the trustee.

15

A holder also may surrender any of its CODES for conversion into our common stock during the five business day period following any 10 consecutive trading day period in which the average of the trading prices for the CODES for that 10 trading day period was less than 105% of the average conversion value for the CODES during that period.

“Conversion value” is equal to the product of the closing price, as discussed above, for our common stock on a given day multiplied by the then current conversion rate, which is the number of shares of common stock into which each CODES is then convertible. “Average conversion value” is equal to the sum of the conversion values for each day in the relevant period divided by the number of days in the period.

The “trading price” of a CODES on any date of determination means the average of the secondary market bid quotations per CODES obtained by us or the calculation agent for $10 million principal amount of CODES at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select, provided that if:

• at least three such bids cannot reasonably be obtained by us or the calculation agent, but two such bids are obtained, then the average of the two bids shall be used, and

• if only one such bid can reasonably be obtained by us or the calculation agent, this one bid shall be used.

If:

• either we or the calculation agent cannot reasonably obtain at least one bid for $10 million principal amount of the CODES from a nationally recognized securities dealer, or

• in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the CODES,

then the trading price of the CODES will equal (a) the then applicable conversion rate of the CODES multiplied by (b) the closing price of our common stock on such determination date, appropriately adjusted.

The conversion agent will, on our behalf, determine daily if conversions may occur based on a 10 consecutive trading day period and notify us and the trustee.

Conversion Upon Credit Rating Event

A holder may surrender any of its CODES for conversion during any period commencing 30 days after the original issuance of the CODES in which the credit rating assigned to the CODES by either Moody’s or Standard & Poor’s is below Ba3 or BB-, respectively, in which the credit rating assigned to the CODES is suspended or withdrawn by either of such rating agencies or in which neither rating agency is rating the CODES or providing ratings services coverage to us.

Conversion Upon Notice of Redemption

A holder may surrender for conversion any CODES called for redemption at any time prior to the close of business on the day that is two business days prior to the redemption date, even if it is not otherwise convertible at such time. If a holder has already delivered a purchase notice or a change in control purchase notice with respect to a CODES, however, the holder may not surrender that CODES for conversion until the holder has withdrawn the notice in accordance with the indenture.

Conversion Upon Specified Corporate Transactions

If:

• we distribute to all holders of our common stock certain rights entitling them to purchase common stock at less than the closing price of our common stock on the day preceding the announcement of such distribution,

16

• we distribute to all holders of our common stock our assets, debt securities or certain rights to purchase our securities, which distribution has a per share value exceeding 10% of the closing price of our common stock on the day preceding the declaration of such distribution, or

• a change in control as described under “Repurchase at Option of Holders Upon Change in Control” occurs but holders of CODES do not have the right to require us to repurchase their CODES as a result of such change in control because either (1) the closing price of our common stock for a specified period prior to such change in control exceeds a specified level or (2) because the consideration received in such change in control consists of capital stock that is freely tradeable and the CODES become convertible into that capital stock (each as more fully described under “Repurchase at Option of Holders Upon Change in Control”),

we must notify the holders of CODES at least 20 days prior to the ex-dividend date for such distribution or within 30 days after the occurrence of a change in control, as the case may be. Once we have given such notice, holders may surrender their CODES for conversion at any time until either (a) the earlier of close of business on the business day prior to the ex-dividend date or our announcement that such distribution will not take place, in the case of a distribution, or (b) the earlier of 30 days after our delivery of the change in control notice or the date we announce that such change in control will not take place, in the case of a change in control. In the case of a distribution, no adjustment to the ability of a holder to convert will be made if the holder will otherwise participate in the distribution without conversion.

In addition, if we are party to a consolidation, merger or binding share exchange pursuant to which our common stock would be converted into cash, securities or other property, a holder may surrender CODES for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual date of such transaction. If we are a party to a consolidation, merger or binding share exchange pursuant to which our common stock is converted into cash, securities or other property, then at the effective time of the transaction, we or the successor corporation shall execute a supplemental indenture providing that the right to convert a CODES into our common stock will be changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its CODES immediately prior to the transaction. If the transaction also constitutes a “change in control,” as defined below, the holder can require us to purchase all or a portion of its CODES as described under “Repurchase at Option of Holders Upon Change in Control.”

Conversion Procedures

Except as set forth below under “Contingent Interest” and “Optional Conversion to Semiannual Coupon Upon Tax Event” and except as may apply to selling securityholders pursuant to the registration rights agreement, on conversion of a CODES, a holder will not receive any interest. By delivering to the holder the number of shares of our common stock issuable upon conversion, together with a cash payment, if any, in lieu of fractional shares, we will satisfy our obligation with respect to the CODES. That is, accrued but unpaid interest (including contingent interest and additional amounts), if any, will be deemed to be paid in full rather than canceled, extinguished or forfeited.

Holders of CODES will not be required to pay any transfer taxes or duties relating to the issuance or delivery of our common stock if holders exercise their conversion rights, but holders will be required to pay any transfer taxes or duties which may be payable relating to any transfer involved in the issuance or delivery of common stock in a name other than the name of such holder. Certificates representing shares of our common stock will be issued or delivered only after all applicable transfer taxes and duties, if any, payable by holders have been paid.

To convert interests in a global CODES, holders must deliver to The Depositary Trust Company, or DTC, the appropriate instruction form for conversion pursuant to DTC’s conversion program. To convert a definitive CODES, holders must:

• complete the conversion notice on the back of the CODES (or a facsimile thereof);

• deliver the completed conversion notice and the CODES to be converted to the specified office of the conversion agent;

17

• pay all funds required, if any, relating to interest on the CODES to be converted to which holders are not entitled; and

• pay all transfer taxes or duties, if any, as described in the preceding paragraph.

The conversion date will be the date on which all of the foregoing requirements have been satisfied. The CODES will be deemed to have been converted immediately prior to the close of business on the conversion date. A certificate for the number of shares of our common stock into which the CODES are converted (and cash in lieu of any fractional shares) will be delivered as soon as practicable on or after the conversion date.

Conversion Rate Adjustments

The conversion rate will not be adjusted for accreted issue discount. We will adjust the initial conversion rate for certain events, including:

• issuances of our common stock as a dividend or distribution to all holders of our common stock;

• certain subdivisions and combinations of our common stock;

• issuances to all holders of our common stock of certain rights or warrants to purchase our common stock (or securities convertible into our common stock) at less than (or having a conversion price per share less than) the closing price of our common stock on the business day immediately preceding the announcement of such issuance;

• distributions to all holders of our common stock of shares of our capital stock (other than our common stock), evidences of our indebtedness or assets, including securities, but excluding:

— the rights and warrants referred to in the immediately preceding bullet point,

— any dividends and distributions in connection with a reclassification, change, consolidation, merger, combination, sale or conveyance in which we or the successor corporation execute a supplemental indenture providing that the right to convert CODES into our common stock will be changed into a right to convert such CODES into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its CODES immediately prior to the transaction, or

— any dividends or distributions paid exclusively in cash;

• distributions consisting exclusively of cash (excluding cash distributed upon a reclassification, merger, consolidation or similar transaction) to all holders of our common stock to the extent that those distributions, combined together with:

— all other all-cash distributions made within the preceding 12 months for which no adjustment has been made, plus

— any cash and the fair market value of other consideration paid for in any tender offers by us or any of our subsidiaries for our common stock expiring within the preceding 12 months for which no adjustment has been made,

exceeds 10% of our market capitalization on the record date for that distribution; “market capitalization” is the product of the average of the current closing price of our common stock over a specified period times the number of shares of our common stock then outstanding; and

• purchases of our common stock pursuant to a tender offer made by us or any of our subsidiaries to the extent that the same involves an aggregate consideration that, together with:

— any cash and the fair market value of any other consideration paid in any other tender offer by us or any of our subsidiaries for our common stock expiring within the 12 months preceding the tender offer for which no adjustment has been made, plus

18

— the aggregate amount of any all-cash distributions to all holders of our common stock within 12 months preceding the expiration of the tender offer for which no adjustments have been made,

exceeds 10% of our market capitalization on the expiration of the tender offer.

With respect to our rights issued pursuant to our rights plan as described under “Description of Capital Stock—Series A Preferred Stock”, if holders of CODES exercising the right of conversion attaching thereto after the date the rights separate from the underlying common stock are not entitled to receive the rights that would otherwise be attributable (but for the date of conversion) to the shares of common stock received upon conversion, the conversion rate will be adjusted as though the rights were being distributed to holders of common stock on the date of such separation. If such an adjustment is made and the rights are later redeemed, invalidated or terminated, then a corresponding reversing adjustment will be made to the conversion rate on an equitable basis.

We will not make any adjustment if holders of CODES may participate in the transactions described above or in certain other cases. In cases:

• where the fair market value of assets, debt securities or certain rights, warrants or options to purchase our securities that are applicable to one share of common stock and are distributed to stockholders equals or exceeds the average closing price of our common stock over a specified period, or

• in which the average closing price of our common stock over a specified period exceeds the fair market value of the assets, debt securities or rights, warrants or options so distributed by less than $1.00,

then rather than being entitled to an adjustment in the conversion rate, the holder of a CODES will be entitled to receive upon conversion, in addition to the shares of common stock, the kind and amount of assets, debt securities or certain rights, warrants or options comprising the distribution that the holder would have received if the holder had converted its CODES immediately prior to the record date for determining the shareholders entitled to receive the distribution.

We will not make an adjustment in the conversion rate unless the adjustment would require a change of at least 1% in the conversion rate in effect at that time. We will carry forward and take into account in any subsequent adjustment any adjustment that would otherwise be required to be made.

If we:

• reclassify or change our common stock (other than changes in par value or changes resulting from a subdivision or combination); or

• consolidate or combine with or merge into or are a party to a binding share exchange with any person or sell or convey to another person all or substantially all of our property and assets, and the holders of our common stock receive (or the common stock is converted into) stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their common stock,

then, we or the successor corporation shall execute a supplemental indenture providing that the right to convert the CODES into our common stock will be changed to a right to convert the CODES into the consideration they would have received if they had converted their CODES immediately prior to the reclassification, change, consolidation, combination, merger sale or conveyance. We may not become a party to any such transaction unless its terms are consistent with the foregoing.

In the event that we distribute shares of capital stock of a subsidiary of ours, the conversion rate will be adjusted, if at all, based on the market value of the subsidiary stock so distributed relative to the market value of our common stock, in each case over a measurement period following the distribution.

In the event we elect to make a distribution described in the third or fourth bullet of the first paragraph of this subsection “—Conversion Rate Adjustments,” which, in the case of the fourth bullet, has a per share value equal to more than 10% of the closing price of a share of common stock on the day preceding the declaration date for the distribution, then, if such distribution would also trigger a conversion right or the CODES are otherwise convertible, we will be

19

required to give notice to the holders of CODES at least 20 days prior to the ex-dividend date for the distribution and, upon the giving of notice, the CODES may be surrendered for conversion at any time until the close of business on the business day prior to the ex-dividend date or until we announce that the distribution will not take place. No adjustment to the conversion rate or the ability of a holder of a CODES to convert will be made if the holder will otherwise participate in the distribution without conversion.

If a taxable distribution to holders of our common stock or other transaction occurs which results in any adjustment of the conversion rate, holders of CODES may in certain circumstances be deemed to have received a distribution subject to United States federal income tax as a dividend. In certain other circumstances, the absence of an adjustment may result in a taxable dividend to the holders of our common stock. See “United States Federal Income Tax Consequences.”

To the extent permitted by law, from time to time we may increase the conversion rate by any amount for any period of at least 20 days. In that case, we will give at least 15 days’ notice of the increase. We may also increase the conversion rate, as our board of directors deems advisable including, among other reasons, to avoid or diminish any income tax to holders of our common stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

If we exercise our option to have interest instead of issue discount accrete on the CODES following a tax event, or if contingent interest or additional amounts are payable, the holder will be entitled on conversion to receive the same number of shares of common stock the holder would have received if we had not exercised such option or paid such contingent interest or additional amounts. If we exercise this option or pay such contingent interest or additional amounts, CODES surrendered for conversion by a holder during the period from the close of business on any regular record date to the opening of business on the next interest payment date, unless such CODES have been called for redemption, must be accompanied by payment of an amount equal to the interest that the registered holder is to receive on the CODES. Except where CODES are surrendered for conversion after a record date as described above, we will not pay interest on converted CODES on any interest payment date subsequent to the date of conversion. See “Optional Conversion to Semiannual Coupon Note Upon Tax Event.”

Contingent Interest

Subject to the accrual and record date provisions described below, we will pay contingent interest to the holders of CODES during any six-month period from October 24 to April 23 and from April 24 to October 23, commencing April 24, 2002, if the average trading price of a CODES for the five trading days ending on the second business day immediately preceding the relevant six-month period equals 120% or more of the sum of the issue price and accreted issue discount for such CODES to the day immediately preceding the relevant six-month period. See “Optional Redemption by Greater Bay” for some of these values.

The amount of contingent interest payable per CODES in respect of any six-month period will equal the greater of (1) 0.35% per annum and (2) a per annum rate equal to 5% of our estimated borrowing rate for senior non-convertible, non-contingent fixed-rate indebtedness with a maturity date and other terms comparable to the CODES (but in no case more than 0.5%), in each case multiplied by the sum of the issue price and the accreted issue discount as of the day immediately preceding the relevant six-month period.

Contingent interest, if any, will accrue and be payable to holders of record of CODES as of the fifteenth day preceding the last day of the relevant six-month period. Such payments will be paid on the last day of the relevant six-month period.

The calculation agent is initially the trustee. We may change the calculation agent, but the calculation agent will not be our affiliate. The calculation agent will solicit bids from securities dealers that are believed by us to be willing to bid for the CODES.

Upon determination that CODES holders will be entitled to receive contingent interest which may become payable during a relevant six-month period, on or prior to the start of such six-month period, we will issue a press release and publish such information on our Web site.

20

In the event contingent interest is payable, we will not pay interest accrued and unpaid on any CODES that is converted into our common stock, except under certain limited circumstances. See “—Conversion Rights.” If a holder of CODES converts after a record date for an interest payment but prior to the corresponding interest payment date, it will receive on the interest payment date contingent interest (and additional amounts, if any) accrued and paid on such CODES, notwithstanding the conversion of such CODES prior to such interest payment date, because such holder will have been the holder of record on the corresponding record date. However, at the time such holder surrenders such CODES for conversion, it must pay us an amount equal to the contingent interest (and additional amounts, if any) that has accrued and will be paid on the interest payment date. The preceding sentence does not apply, however, to a holder that converts, after a record date for an interest payment but prior to the corresponding interest payment date, CODES that are called by us for redemption. Accordingly, if we redeem CODES on a date after a record date for an interest payment but prior to the corresponding contingent interest payment date, and prior to the redemption date the holder of such CODES chooses to convert such CODES, the holder will not be required to pay us, at the time it surrenders such CODES for conversion, the amount of interest on such CODES it will receive on the interest payment date.

We will not pay contingent interest, if any, to a person other than the holder of record of CODES on the record date, except if we redeem the CODES on a date that is after the record date and prior to the corresponding interest payment date. In this instance, we will pay contingent interest, if any (and additional amounts, if any), accrued and unpaid on the CODES being redeemed to but not including the redemption date to the same person to whom we will pay the principal of such CODES.

In general, we will pay contingent interest on:

• the global CODES to DTC in immediately available funds;

• definitive CODES having an aggregate principal amount of $5,000,000 or less by check mailed to the holders of these CODES; and

• definitive CODES having an aggregate principal amount of more than $5,000,000 by wire transfer in immediately available funds at the election of the holders of these CODES.

Contingent interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Optional Redemption by Greater Bay

No sinking fund is provided for the CODES. Prior to April 24, 2007, the CODES will not be redeemable at our option. Beginning on April 24, 2007, we may redeem the CODES for cash as a whole at any time, or from time to time in part. We will give not less than 20 days nor more than 60 days notice of redemption by mail to holders of CODES. CODES or portions of CODES called for redemption will be convertible by the holder until the close of business on the second business day prior to the redemption date.

The table below shows redemption prices of a CODES on April 24, 2007, at each April 24 thereafter prior to maturity and the price at maturity on April 24, 2022. These prices reflect the issue price plus accreted issue discount to the redemption date or to maturity. The redemption price of a CODES redeemed between such dates would include an additional amount reflecting the additional issue discount accreted since the next preceding date in the table. In addition to the amounts indicated below, the redemption price will include accrued contingent interest and additional amounts, if any.

21

Redemption Date	CODES Issue Price		Accreted Issue Discount		Redemption Price
April 24:
2007	$	639.23	$	75.67	$	714.90
2008	$	639.23	$	91.84	$	731.07
2009	$	639.23	$	108.39	$	747.62
2010	$	639.23	$	125.30	$	764.53
2011	$	639.23	$	142.60	$	781.83
2012	$	639.23	$	160.29	$	799.52
2013	$	639.23	$	178.38	$	817.51
2014	$	639.23	$	196.88	$	836.11
2015	$	639.23	$	215.80	$	855.03
2016	$	639.23	$	235.14	$	874.37
2017	$	639.23	$	254.93	$	894.16
2018	$	639.23	$	275.16	$	914.39
2019	$	639.23	$	295.85	$	935.08
2020	$	639.23	$	317.01	$	956.24
2021	$	639.23	$	338.64	$	977.87
At stated maturity	$	639.23	$	360.77	$	1,000.00

If converted to semi-annual coupon notes following the occurrence of a tax event, the CODES will be redeemable at the restated principal amount plus accrued and unpaid interest from the date of conversion through the conversion date. However, in no event may the CODES be redeemed prior to April 24, 2007. See “Optional Conversion to Semiannual Coupon Note Upon Tax Event.”

If we redeem less than all of the outstanding CODES, the trustee shall select the CODES to be redeemed on a pro rata basis in principal amounts at maturity of $1,000 or integral multiples of $1,000. If a portion of a holder’s CODES is selected for partial redemption and the holder converts a portion of the CODES, the converted portion shall be deemed to be the portion selected for redemption.

Repurchase of CODES at the Option of Holder

On April 24, 2004, April 24, 2007, April 24, 2012 and April 24, 2017, holders may require us to purchase any outstanding CODES for which the holder has properly delivered and not withdrawn a written purchase notice, subject to certain additional conditions. Holders may submit their purchase notice to the paying agent at any time from the opening of business on the date that is 20 business days prior to the purchase date until the close of business on the third business day prior to the purchase date. In addition to the amounts indicated below, the purchase price will include accrued contingent interest and additional amounts, if any.

The purchase price of a CODES will be:

• $668.49 per CODES on April 24, 2004,

• $714.90 per CODES on April 24, 2007,

• $799.52 per CODES on April 24, 2012, and

• $894.16 per CODES on April 24, 2017.

The purchase prices shown above are equal to the issue price plus accreted issue discount to the purchase date. If prior to a purchase date the CODES have been converted to semi-annual coupon CODES following the occurrence of a tax event, the purchase price will be equal to the restated principal amount plus accrued and unpaid interest from the date of such conversion to the purchase date. See “Optional Conversion to Semiannual Coupon Note Upon Tax Event.”

22

We will be required to give notice on a date not less than 20 business days prior to each purchase date to all holders at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, stating the procedures that holders must follow to require us to purchase their CODES as described below.

The purchase notice given by each holder electing to require us to purchase CODES shall be given so as to be received by the paying agent no later than the close of business on the third business day prior to the purchase date and must state:

• the certificate numbers of the holder’s CODES to be delivered for purchase;

• the portion of the principal amount at maturity of CODES to be purchased, which must be $1,000 or an integral multiple of $1,000; and

• that the CODES are to be purchased by us pursuant to the applicable provisions of the CODES.

A holder may withdraw any purchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the purchase date. The notice of withdrawal shall state:

• the principal amount at maturity of the CODES being withdrawn;

• the certificate numbers of the CODES being withdrawn; and

• the principal amount at maturity, if any, of the CODES that remain subject to the purchase notice.

In connection with any purchase offer, we will:

• comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act which may then be applicable; and

• file Schedule TO or any other required schedule or form under the Exchange Act.

Our obligation to pay the purchase price for a CODES for which a purchase notice has been delivered and not validly withdrawn is conditioned upon the holder delivering the CODES, together with necessary endorsements, to the paying agent at any time after delivery of the purchase notice. We will cause the purchase price for the CODES to be paid promptly following the later of the purchase date or the time of delivery of the CODES.

If the paying agent holds money or securities sufficient to pay the purchase price of the CODES on the business day following the purchase date in accordance with the terms of the indenture, then, immediately after the purchase date, the CODES will cease to be outstanding and issue discount on such CODES will cease to accrete, whether or not the CODES is delivered to the paying agent. Thereafter, all other rights of the holder shall terminate, other than the right to receive the purchase price upon delivery of the CODES.

Our ability to purchase CODES may be limited by the terms of our then existing borrowing agreements as well as our ability to obtain funds for such purchase through dividends and other payments by our subsidiaries, which are subject to regulatory restrictions.

We may not purchase any CODES at the option of holders if an event of default with respect to the CODES has occurred and is continuing, other than a default in the payment of the purchase price with respect to such CODES.

Repurchase at Option of Holders Upon Change in Control

If we undergo a change in control, each holder will have the right, at the holder’s option, subject to the terms and conditions of the indenture, to require us to purchase for cash all or any portion of the holder’s CODES in integral multiples of $1,000 principal amount at maturity, at a price for each $1,000 principal amount at maturity of such CODES equal to the issue price plus accreted issue discount to the purchase date. We will be required to purchase the CODES no later than 30 days after our delivery to holders of the notice of the occurrence of such change in control described below.

23

We refer to this date in this prospectus as the “change in control purchase date.” The purchase price shall also include accrued contingent interest and additional amounts, if any, to the change in control purchase date.

If prior to a change in control purchase date the CODES have been converted to semiannual coupon CODES following the occurrence of a tax event, we will be required to purchase the CODES at a cash price equal to the restated principal amount plus accrued and unpaid interest from the date of the conversion to the change in control purchase date.

Within 30 days after the occurrence of a change in control, we must mail to the trustee and to all holders of CODES at their addresses shown in the register of the registrar and to beneficial owners as required by applicable law a notice regarding the change in control, which notice must state, among other things:

• the events causing a change in control;

• the date of such change in control;

• the last date on which a holder may exercise the purchase right;

• the change in control purchase price;

• the change in control purchase date;

• the name and address of the paying agent and the conversion agent;

• the conversion rate and any adjustments to the conversion rate;

• that CODES with respect to which a change in control purchase notice is given by the holder may be converted, if otherwise convertible, only if the change in control purchase notice has been withdrawn in accordance with the terms of the indenture; and

• the procedures that holders must follow to exercise these rights.

To exercise this right, the holder must deliver a written notice so as to be received by the paying agent no later than the close of business on the third business day prior to the change in control purchase date. The required purchase notice upon a change in control must state:

• the certificate numbers of the CODES to be delivered by the holder;

• the portion of the principal amount at maturity of CODES to be purchased, which portion must be $1,000 or an integral multiple of $1,000; and

• that we are to purchase such CODES pursuant to the applicable provisions of the CODES.

A holder may withdraw any change in control purchase notice by delivering to the paying agent a written notice of withdrawal prior to the close of business on the change in control purchase date. The notice of withdrawal must state:

• the principal amount at maturity of the CODES being withdrawn;

• the certificate numbers of the CODES being withdrawn; and

• the principal amount at maturity, if any, of the CODES that remain subject to a change in control purchase notice.

Our obligation to pay the change in control purchase price for a CODES for which a change in control purchase notice has been delivered and not validly withdrawn is conditioned upon delivery of the CODES, together with necessary endorsements, to the paying agent at any time after the delivery of such change in control purchase notice. We will cause

24

the change in control purchase price for such CODES to be paid in cash promptly following the later of the change in control purchase date or the time of delivery of such CODES.

If the paying agent holds money sufficient to pay the change in control purchase price of the CODES on the business day following the change in control purchase date in accordance with the terms of the indenture, then, immediately after the change in control purchase date, issue discount on such CODES will cease to accrete, whether or not such CODES are delivered to the paying agent, and all other rights of the holder shall terminate, other than the right to receive the change in control purchase price upon delivery of the CODES.

Under the indenture, a “change in control” of Greater Bay is deemed to have occurred at such time after the original issuance of the CODES when any of the following has occurred:

• the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions, of shares of our capital stock entitling that person to exercise 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors, other than any acquisition by us, any of our subsidiaries or any of our employee benefit plans (except that such person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); or

• the first day on which a majority of the members of the board of directors of Greater Bay does not consist of continuing directors; or

• the consolidation or merger of us with or into any other person, any merger of another person into us, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of our properties and assets to another person, other than:

(1) any transaction pursuant to which the holders of 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of the capital stock of the person which is the continuing or surviving person or the parent corporation thereof entitled to vote generally in the election of directors immediately after giving effect to such transaction; or

(2) any merger solely for the purpose of changing our jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of common stock solely into shares of common stock of the surviving entity.

However, a change in control will be deemed not to have occurred if:

• the closing price per share of our common stock for any five trading days within:

— the period of 10 consecutive trading days ending immediately after the later of the change in control or the public announcement of the change in control, in the case of a change in control under the first or second bullet point above, or

— the period of 10 consecutive trading days ending immediately before the change in control, in the case of a change in control under the third bullet point above,

equals or exceeds 110% of the accreted conversion price of the CODES in effect on each such trading day; or

• all of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) constituting a change in control payable with respect to our common stock consists of shares of common stock traded or to be traded immediately following such change in control on a national securities exchange or The Nasdaq National Market and, as a

25

result of the transaction or transactions, the CODES become convertible solely into such common stock (and any rights attached thereto).

“Continuing directors” means, as of any date of determination, any member of the board of directors of Greater Bay who:

• was a member of the board of directors on April 18, 2002; or

• was nominated for election or elected to the board of directors with the approval of two-thirds of the continuing directors who were members of the board at the time of a new director’s nomination or election.

In connection with any purchase offer in the event of a change in control, we will:

• comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act which may then be applicable; and

• file Schedule TO or any other required schedule or form under the Exchange Act.

The change in control purchase feature of the CODES may in certain circumstances make more difficult or discourage a takeover of Greater Bay. The change in control purchase feature, however, is not the result of our knowledge of any specific effort:

• to accumulate shares of our common stock;

• to obtain control of Greater Bay by means of a merger, tender offer, solicitation or otherwise; or

• by management to adopt a series of anti-takeover provisions.

Instead, the change in control purchase feature is a standard term contained in securities similar to the CODES.

Our ability to purchase CODES upon a change in control may be limited by the terms of our then existing borrowing agreements as well as our ability to obtain funds for such purchase through dividends and other payments by our subsidiaries, which are subject to regulatory restrictions.

We may not purchase CODES at the option of holders upon a change in control if there has occurred and is continuing an event of default with respect to the CODES, other than a default in the payment of the change in control purchase price with respect to the CODES.

Optional Conversion to Semiannual Coupon Note Upon Tax Event

From and after the date of the occurrence of a tax event, as described below, we will have the option to elect to make periodic cash interest payments on the CODES, in lieu of accreting issue discount, at 2.25% per year on a principal amount per CODES (the “restated principal amount”) equal to the issue price plus issue discount accreted to the date of the tax event or the date on which we exercise the option described herein, whichever is later (the “option exercise date”). Except as otherwise described in this section, the other terms of the CODES will remain unchanged in all material respects.

Such interest shall accrue from the option exercise date and will be payable semiannually on the interest payment dates of April 23 and October 23 of each year to holders of record at the close of business on April 8 or October 8 immediately preceding the interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the option exercise date. In the event that we exercise our option to pay interest, the redemption price, purchase price and change in control purchase price on the CODES will be adjusted. However, there will be no change in the holder’s conversion rights.

26

A “tax event” means that Greater Bay shall have received an opinion from independent tax counsel experienced in such matters to the effect that, on or after April 18, 2002, as a result of:

• any amendment to, or change (including any announced proposed change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or

• any amendment to, or change in, an interpretation or application of such laws or regulations by any legislative body, court, governmental agency or regulatory authority,

in each case which amendment or change is enacted, promulgated, issued or announced or which interpretation is issued or announced, on or after April 18, 2002, there is more than an insubstantial risk that interest (including issue discount and contingent interest) payable on the CODES either:

• would not be deductible on a current accrual basis, or

• would not be deductible under any other method,

in either case, in whole or in part, by us (by reason of deferral, disallowance, or otherwise) for United States federal income tax purposes.

The modification of the terms of CODES by us upon a tax event as described above could possibly alter the timing of income recognition by holders of the CODES with respect to the semiannual payments of interest due on the CODES after the option exercise date. See “Certain United States Federal Income Tax Considerations.”

Events of Default

Each of the following constitutes an event of default under the indenture:

• default in the payment when due of the principal amount at maturity or of the redemption price or the purchase price (including the change in control purchase price);

• default in the payment when due of any contingent interest, additional amounts or, if the CODES have been converted to semiannual coupon notes following a tax event, accrued and unpaid interest, in each case, when due and payable, and continuance of such default for a period of 30 days;

• default in the performance of or breach of any other of our covenants or agreements in the indenture or under the CODES (other than a default specified above) following notice of such default by the trustee or the holders of 25% or more in aggregate principal amount at maturity of the CODES and such default or breach continues for a period of 60 consecutive days after receipt by Greater Bay of such notice;

• a default under any indebtedness for money borrowed by us or any of our subsidiaries that is an insured bank subsidiary or any subsidiary with assets that exceed 10% of our consolidated assets, the aggregate outstanding principal amount of which is in an amount in excess of $25 million, for a period of 30 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal at maturity amount of the CODES then outstanding, which default:

— is caused by a failure to pay when due principal or interest on such indebtedness by the end of the applicable grace period, if any, unless such indebtedness is discharged; or

— results in the acceleration of such indebtedness, unless such acceleration is waived, cured, rescinded or annulled; and

• certain events of bankruptcy, insolvency, receivership or reorganization with respect to us or any substantial part of our property.

27

If an event of default specified in the last bullet point above occurs and is continuing, then automatically the issue price plus the issue discount on the CODES, accreted through the date of such event, and any accrued and unpaid contingent interest and additional amounts through such date shall become immediately due and payable. If any other event of default shall occur and be continuing (the default not having been cured or waived as provided under “Modification and Waiver” below), the trustee or the holders of at least 25% in aggregate principal amount at maturity of the CODES then outstanding may declare the issue price plus the issue discount on the CODES accreted through the date of such declaration, and any accrued and unpaid contingent interest and additional amounts through such date, due and payable. Upon any such acceleration the trustee may, at its discretion, proceed to protect and enforce the rights of the holders of CODES by appropriate judicial proceedings. Such declaration may be rescinded or annulled with the written consent of the holders of a majority in aggregate principal amount at maturity of the CODES then outstanding upon the conditions provided in the indenture.

We are required to furnish annually to the trustee a statement as to the fulfillment of our obligations under the indenture.

Modification and Waiver

The indenture (including the terms and conditions of the CODES) may be modified or amended by us and the trustee, without the consent of the holder of any CODES, for the purposes of, among other things:

• adding to our covenants for the benefit of the holders of CODES;

• surrendering any right or power conferred upon us;

• providing for the assumption of our obligations to the holders of CODES in the case of a permitted merger, consolidation, conveyance, transfer or lease;

• complying with the requirements of the SEC in connection with the registration of the CODES under the Securities Act and the qualification of the indenture under the Trust Indenture Act of 1939, as amended, provided that such modification or amendment does not, in the good faith opinion of our board of directors and the trustee, adversely affect the interests of the holders of CODES in any material respect; and

• curing any ambiguity or correcting or supplementing any defective provision contained in the indenture; provided that such modification or amendment does not, in the good faith opinion of our board of directors and the trustee, adversely affect the interests of the holders of CODES in any material respect.

Modifications and amendments to the indenture or to the terms and conditions of the CODES may also be made, and certain past defaults by us may be waived, with the written consent of the holders of at least a majority in aggregate principal amount at maturity of the CODES at the time outstanding.

However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of the holder of each CODES so affected:

• change the stated maturity of any CODES;

• reduce the principal amount at maturity, issue price, redemption price or purchase price (including change in control purchase price) on any CODES;

• change the currency of payment of such CODES or interest thereon;

• alter the manner of calculation or rate of accrual of issue discount or interest (including contingent interest and additional amounts) on any CODES or extend the time of payment of any such amount;

• except as otherwise permitted or contemplated by provisions concerning corporate reorganizations, adversely affect the repurchase option of holders, or adversely affect the conversion rights of holders of the CODES;

28

• reduce the percentage in aggregate principal amount at maturity of CODES outstanding necessary to modify or amend the indenture or to waive any past default; or

• impair the right to institute suit for the enforcement of any payment with respect to, or conversion of, any CODES.

Merger and Sales of Assets

The indenture provides that Greater Bay may not consolidate with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to another person unless, among other things,

• Greater Bay is the continuing corporation; or

• the resulting, surviving or transferee person is organized and existing under the laws of the United States, any state thereof or the District of Columbia and such person assumes all obligations of Greater Bay under the CODES and the indenture; and

• Greater Bay or such successor is not then or immediately thereafter in default under the indenture.

The occurrence of certain of the foregoing transactions could also constitute a change in control.

Governing Law

The indenture and the CODES will be governed by, and construed in accordance with, the laws of the State of New York.

Information Concerning the Trustee

Wilmington Trust Company, as trustee under the indenture, has been appointed by us as paying agent, registrar and custodian with regard to the CODES. Wells Fargo Bank Minnesota is the transfer agent and registrar for our common stock. The trustee or its affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business.

Form, Denomination and Registration

Denomination and Registration.

The CODES are issued in fully registered form, without coupons, in denominations of $1,000 principal amount at maturity and whole multiples of $1,000.

Global CODES: Book-Entry Form.

Except as provided below, the CODES are evidenced by one or more global CODES deposited with the trustee as custodian for DTC, and registered in the name of Cede & Co. as DTC’s nominee.

Record ownership of the global CODES may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee, except as set forth below. Owners of beneficial interests in the CODES may hold their interests in the global CODES directly through DTC if such owner is a participant in DTC, or indirectly through organizations which are direct DTC participants if such owner is not a participant in DTC. Transfers between direct DTC participants will be effected in the ordinary way in accordance with DTC’s rules and will be settled in same-day funds. Owners may also beneficially own interests in the global CODES held by DTC through certain banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a direct DTC participant, either directly or indirectly.

29

So long as Cede & Co., as nominee of DTC, is the registered owner of the global CODES, Cede & Co. for all purposes will be considered the sole holder of the global CODES. Except as provided below, owners of beneficial interests in the global CODES:

• will not be entitled to have certificates registered in their names;

• will not receive or be entitled to receive physical delivery of certificates in definitive form; and

• will not be considered holders of the global CODES.

The laws of some states require that certain persons take physical delivery of securities in definitive form. Consequently, the ability of an owner of a beneficial interest in a global CODES to transfer the beneficial interest in the global CODES to such persons may be limited.

We will wire, through the facilities of the trustee, payments of principal, premium, if any, and interest payments, if any, on the global CODES to Cede & Co., the nominee of DTC, as the registered owner of the global CODES. None of Greater Bay, the trustee and any paying agent will have any responsibility or be liable for paying amounts due on the global CODES to owners of beneficial interests in the global CODES.

It is DTC’s current practice, upon receipt of any payment of principal of and premium, if any, and interest on the global CODES, to credit participants’ accounts on the payment date in amounts proportionate to their respective beneficial interests in the CODES represented by the global CODES, as shown on the records of DTC, unless DTC believes that it will not receive payment on the payment date. Payments by DTC participants to owners of beneficial interests in CODES represented by the global CODES held through DTC participants will be the responsibility of DTC participants, as is now the case with securities held for the accounts of customers registered in “street name.”

If holders would like to convert their CODES into common stock pursuant to the terms of the CODES, the holder should contact its broker or other direct or indirect DTC participant to obtain information on procedures, including proper forms and cut-off times, for submitting those requests.

Because DTC can only act on behalf of DTC participants, who in turn act on behalf of indirect DTC participants and other banks, the ability of a holder to pledge its interest in the CODES represented by global CODES to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate.

Neither Greater Bay nor the trustee (nor any registrar, paying agent or conversion agent under the indenture) will have any responsibility for the performance by DTC or direct or indirect DTC participants of their obligations under the rules and procedures governing their operations. DTC has advised us that it will take any action permitted to be taken by a holder of the CODES, including, without limitation, the presentation of the CODES for conversion as described below, only at the direction of one or more direct DTC participants to whose account with DTC interests in the global CODES are credited and only for the principal amount of the CODES for which directions have been given.

DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for DTC participants and to facilitate the clearance and settlement of securities transactions between DTC participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations, such as the initial purchasers of the CODES. Certain DTC participants or their representatives, together with other entities, own DTC. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with, a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global CODES among DTC participants, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. If DTC is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days, we will cause CODES to be issued in definitive form in

30

exchange for the global CODES. None of Greater Bay, the trustee or any of their respective agents will have any responsibility for the performance by DTC, direct or indirect DTC participants of their obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in global CODES.

According to DTC, the foregoing information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Discharge of the Indenture

We may satisfy and discharge our obligations under the indenture by delivering to the trustee for cancellation all outstanding CODES or by depositing with the trustee, the paying agent or the conversion agent, if applicable, after the CODES have become due and payable, whether at stated maturity, or any redemption date, or any purchase date, or a change in control purchase date, or upon conversion or otherwise, cash or shares of common stock (as applicable under the terms of the indenture) sufficient to pay all of the outstanding CODES and paying all other sums payable under the indenture by us.

Calculations in Respect of CODES

We or our agents will be responsible for making all calculations called for under the CODES. These calculations include, but are not limited to, determination of the trading prices of the CODES and the closing prices of our common stock and amounts of contingent interest and additional amounts, if any, payable on the CODES. We or our agents will make all these calculations in good faith and, absent manifest error, these calculations will be final and binding on holders of CODES. We or our agents will provide a schedule of these calculations to the trustee, and the trustee is entitled to rely upon the accuracy of these calculations without independent verification.

Limitations of Claims in Bankruptcy

If a bankruptcy proceeding is commenced in respect of Greater Bay, the claim of the holder of a CODES is, under Title 11 of the United States Code, limited to the issue price of the CODES plus that portion of the issue discount that has accreted from the date of issue to the commencement of the proceeding. In addition, the holders of the CODES will be effectively subordinated to the indebtedness and other obligations of our subsidiaries.

DESCRIPTION OF CAPITAL STOCK

This summary highlights information about our capital stock and associated rights and may not contain all of the information important to you. We encourage you to read our restated articles of incorporation, including a certificate of determination of the rights, preferences, privileges and restrictions of Series B preferred stock, as well as our rights agreement that creates the right to acquire shares of preferred stock upon the occurrence of certain events because they, and not this summary, define the rights of our holders. We have filed our restated articles of incorporation and rights agreement with the U. S. Securities and Exchange Commission. See “Where You Can Find More Information” for information on how to obtain copies of these documents and our bylaws.

Common Stock

Each of Greater Bay’s shares of common stock has the same rights, privileges and preferences as every other share, and will share equally in Greater Bay’s net assets upon liquidation or dissolution. On any matter submitted to a vote of the shareholders, holders of common stock are entitled to one vote, in person or by proxy, for each share of common stock held of record in the shareholder’s name on the Greater Bay books as of the record date. Holders of common stock lack the right to cumulate votes for the election of directors. Greater Bay common stock has no preemptive, conversion or redemption rights, or sinking fund provisions. Neither the restated articles of incorporation nor the bylaws requires a super majority vote of shareholders for the approval of any transactions. However, the board of directors is required, by a two-thirds vote, to approve certain extraordinary transactions.

31

Each share of Greater Bay common stock has one share purchase right attached to it which entitles the registered holder to purchase from Greater Bay one one-hundredth of a share of Series A preferred stock at a purchase price of $145, subject to adjustment pursuant to the rights agreement dated as of November 17, 1998, between Greater Bay and Norwest Bank Minnesota, N.A.

Series A Preferred Stock

On November 17, 1998, a dividend of one share purchase right for each outstanding share of common stock was declared by our board of directors and a rights agreement was executed. The rights attach to all shares of common stock issued after November 30, 1998, but before the distribution date as discussed below. The registration statement on Form 8-A that was filed on November 25, 1998 includes a rights agreement that explains the Series A preferred stock in more detail.

Pursuant to the rights, each registered holder of common stock has the right to purchase from us one-hundredth of a share of Series A preferred stock. The initial purchase price of each right is $145 and is subject to adjustment.

The rights are attached to all common stock certificates representing shares currently outstanding and no separate certificates evidencing these rights have been distributed. We have sent a copy of a summary of rights to purchase common stock to our shareholders. The right will separate from the common stock (this is referred to as a distribution date) upon the earlier of:

• 10 days after a public announcement that an acquiring person (as defined in the rights agreement) has acquired or has the right to acquire beneficial ownership of 10% of more of the outstanding shares of common stock;

• 10 business days following commencement of, or the public announcement of an intent to make, an offer that would result in a person or group beneficially owning 10% of more of the outstanding shares of common stock; or

• the date a person or group becomes the beneficial or record owner of 10% or more of the outstanding common stock, and the actions that the person proposes to take are likely to have a material adverse impact on our business or prospects; that person intends to cause a repurchase by us of the common stock owned by that person; that person exercises or attempts to exercise a controlling influence over Greater Bay; or that person transfers all or a portion of the common stock in a manner that results in a person owning 9.9% or more of the common stock, referred to in the rights agreement (and further defined therein) as an adverse person.

Until the distribution date, the rights will be evidenced by our common stock certificates together with a copy of the summary of rights to purchase common shares attached to the certificate and will be transferred only with the common stock certificates. Also, common stock certificates issued after November 30, 1998 contain a notation incorporating the rights agreement by reference. The surrender or transfer of any certificates for common stock outstanding even without the notation or a copy of the summary of rights to purchase common shares also constitutes the transfer of the rights represented by the certificates.

The rights are not exercisable until the distribution date and will expire on November 17, 2008, unless we extend this date or the rights are earlier redeemed by us as described below.

While each right initially will provide for the acquisition of one one-hundredth of a share of Series A preferred stock at the purchase price, the rights agreement provides that the purchase price is subject to adjustment from time to time to prevent dilution:

• in the event of a stock dividend on, or a subdivision, combination or reclassification of, the preferred stock;

• upon the grant to holders of the preferred stock of rights or warrants to subscribe for or purchase preferred stock at a price, or securities convertible into preferred stock with a conversion price, less than the then current market price of the preferred stock; or

32

• upon the distribution to holders of the preferred stock of evidences of indebtedness or assets, excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in preferred stock, or of subscription rights or warrants, other than those referred to above.

If we are acquired in a merger or other business combination, or 50% or more of our consolidated assets or earnings power is sold, each holder of a right will have the right to receive, upon exercise and payment of the purchase price, common stock of the acquiring company having a value equal to twice the purchase price.

If any person becomes an acquiring person or an adverse person, each holder of a right, other than rights beneficially owned by the acquiring person or adverse person (which will become void), will then have the right to receive, upon exercise and payment of the purchase price, fractions of shares of preferred stock having a value equal to twice the purchase price.

At any time an acquiring person obtains 10% or more of our common stock and before the acquiring person obtains 50% of our common stock, we may exchange all or part of the rights for shares of our common stock at an exchange ratio of one share per right, subject to adjustment.

With limited exceptions, the rights agreement does not require adjustment to the purchase price until cumulative adjustments require an adjustment of at least 1% in the purchase price. The rights agreement also disallows the issuance of fractional shares of preferred stock, other than fractions that are integral multiples of one one-hundredths, and instead of issuing fractional shares, a cash adjustment will be made based on the market price of the preferred stock on the last trading day before the date of exercise.

At any time before a person becomes an acquiring person or an adverse person, we may redeem the rights in whole, but not in part, at a price of $0.001 per right. Immediately upon redemption of the rights, the right to exercise the rights will terminate and the only right of the holders will be to receive the redemption price.

We may amend the terms of the rights without the consent of the holders of the rights, including an amendment to extend the expiration date and, provided there is no acquiring person or adverse person, to extend the period during which the rights may be redeemed, except that from and after the time that any person becomes an acquiring person or an adverse person no amendment may adversely affect the rights of holders of the rights.

Until a right is exercised, the holder of a right has no rights as a shareholder of Greater Bay, including, without limitation, the right to vote or to receive dividends.

The rights may have certain anti-takeover effects. The rights agreement is designed to maximize the long-term value of Greater Bay and protect our shareholders from improper takeover tactics or from takeover bids that are not fair to all of our shareholders.

Series B Preferred Stock

As of March 31, 2002, we had 1,449,898 issued and outstanding shares of Series B preferred stock. These shares were issued on March 12, 2002, in connection with our acquisition of ABD Insurance and Financial Services. Pursuant to the related merger agreement, we are obligated to issue a substantial number of additional shares of Series B preferred stock over a three year period if prescribed performance goals are attained.

Dividends

Holders of shares of Series B preferred stock are entitled to receive, when, as, and if declared by the Greater Bay board of directors, out of legally available funds, noncumulative cash dividends, payable quarterly, at the rate of 7.25% per annum (equivalent to $3.625 per share of Series B preferred stock per annum). Dividends on the Series B preferred stock accrue from the original issue date or the date succeeding the most recent dividend payment date and are payable when as and if declared quarterly on the last day of March, June, September and December of each year (or, if such day is a non-business day, on the preceding business day in each year) that any shares of Series B preferred stock remain outstanding. The Series B preferred stock will not participate in dividends with Greater Bay’s common stock or Series A preferred stock. Holders of the Series B preferred stock will not be entitled to any dividends, whether payable in cash, property or stock, in excess of declared noncumulative dividends on the Series B preferred stock.

33

Dividends on the Series B preferred stock are noncumulative. If the board of directors of Greater Bay fails to declare a dividend payable in respect of the Series B preferred stock, then the right of the holders of Series B preferred stock to receive a dividend in respect of the dividend period ending on such payment date will be lost, and Greater Bay will have no obligation to pay a dividend in respect of such dividend period or to pay interest thereon, whether or not dividends on the Series B preferred stock are declared for any future dividend period.

No full dividends will be declared, paid or set aside for payment on the shares of any other capital stock of Greater Bay ranking junior to the Series B preferred stock (including common stock) as to dividend rights and rights of liquidation until full dividends on the Series B preferred stock are declared and paid or set aside for payment for the current dividend period. In addition, full dividends on the Series B preferred stock must be declared and paid or set apart for payment for the current dividend period before any capital stock ranking junior to or on parity with the Series B preferred stock (including common stock) may be redeemed, purchased or otherwise acquired for any consideration by Greater Bay (except by conversion into or exchange for shares of capital stock of Greater Bay ranking junior to the Series B preferred stock as to dividend rights and rights of liquidation and pursuant to any Greater Bay employee stock plan), otherwise than pursuant to pro rata offers to purchase, or a concurrent redemption of all, or a pro rata percent of the outstanding Series B preferred stock and other capital stock of Greater Bay ranking on parity with the Series B preferred stock as to dividend rights and rights of liquidation.

When dividends on the Series B preferred stock are not paid in full upon the Series B preferred stock or on any other shares ranking equal with the Series B preferred stock as to dividend rights and rights of liquidation, dividends will be declared pro rata, so that the amount of dividends declared per share on the Series B preferred stock and any such other equity security will in all cases bear to each other the same ratio that the amount of unpaid dividends per share on the shares of Series B preferred stock for the then current dividend period and such equal ranking shares of capital stock for the corresponding dividend period bear to each other.

Voting Rights

Except as described below or as otherwise required by applicable law, the holders of Series B preferred stock do not have voting rights. So long as any shares of the Series B preferred stock are outstanding, each share of Series B preferred stock is entitled to vote on all matters voted on by holders of common stock voting together as a single class with the common stock and any other shares entitled to vote on matters voted on by holders of common stock as a single class. With respect to this vote, each share of Series B preferred stock entitles the holder to cast the number of votes equal to the number of votes which could be cast in such vote by a holder of the shares of capital stock of Greater Bay into which such share of Series B preferred stock is convertible on the record date for such vote (disregarding fractional shares). Initially, each share of Series B preferred stock is convertible into 1.67 shares of Greater Bay common stock.

So long as any shares of Series B preferred stock are outstanding, the consent or vote of the holders of at least a majority of the outstanding shares of the Series B preferred stock, voting separately as a class, in person or by proxy, is required for Greater Bay to amend, alter or repeal or otherwise change any provision of the certificate of determination setting forth the terms of the Series B preferred stock, except to increase the authorized number of shares of Series B preferred stock as may be necessary to carry out the provisions of the Agreement. In addition, the consent or vote of the holders of at least a majority of the outstanding shares of the Series B preferred stock, voting separately as a class, in person or by proxy, is required for Greater Bay to amend, alter or repeal or otherwise change any provision of its restated articles of incorporation, other than the certificate of determination for the Series B preferred stock, if such amendment, alteration or repeal would adversely affect the rights, preferences, powers or privileges of the Series B preferred stock.

For a period of three years following the issuance of the Series B preferred stock, so long as any shares of Series B preferred stock are outstanding, Greater Bay may not, without the consent or vote of the holders of at least a majority of the outstanding shares of the Series B preferred stock, voting separately as a class, amend its restated articles of incorporation or adopt a certificate of determination to create, authorize or provide for the issuance of any capital stock with both the right to receive cumulative cash dividends and the right to convert such security into the common stock of Greater Bay, whether such security is senior to, junior to or on parity with the Series B preferred stock as to dividend rights and rights on liquidation.

Except as otherwise provided by law, so long as any shares of the Series B preferred stock are outstanding, in the event of any reorganization involving Greater Bay, including any merger or other transaction pursuant to which Greater Bay is acquired, other than a transaction for the primary purpose of affecting a change in the state of incorporation of

34

Greater Bay that does not result in any amendments, alteration, repeal or other material and adverse change in the rights, preferences, privileges or restrictions of the Series B preferred stock or in which Greater Bay shall be the surviving or acquiring corporation or the parent party if the rights, preferences, privileges or restrictions granted to or imposed upon the Series B preferred stock remain unchanged unless an amendment is made to Greater Bay’s restated articles of incorporation which would otherwise require such approval, the holders of Series B preferred stock, except as otherwise provided by law, will be entitled to vote separately as a class with all other preferred stock entitled to vote thereon with the shares of Series B preferred stock on a reorganization.

So long as any shares of Series B preferred stock are outstanding, Greater Bay may not, without the consent or vote of the holders of at least a majority of the outstanding shares of the Series B preferred stock, voting separately as a class, in person or by proxy, consummate a merger, consolidation, or other transaction in which the shareholders of Greater Bay immediately prior to the execution of the agreement relating to the transaction will own immediately after consummation of such transaction equity securities of the acquiring or surviving entity (or parent corporation) possessing less than 50% of the voting power of the acquiring or surviving entity (a “Change in Control”), if the fair market value of Liquid Consideration (as defined below) payable or issuable upon the consummation of such transaction to the holders of Series B preferred stock (or, if greater, the fair market value of the Liquid Consideration payable or issuable upon the consummation of such transaction to the holder of the number of shares of common stock and/or any other securities that would be issuable to the holder of the Series B preferred stock if such holder converted the Series B preferred stock prior to the consummation of such transaction) is less than the Stated Value ($50.00) for each share of Series B preferred stock outstanding plus dividends accrued and unpaid for the then current Dividend Period (without accumulation of accrued and unpaid dividends for prior Dividend Periods) to the date of consummation of such transaction. “Liquid Consideration” means (i) cash and/or (ii) securities which are part of a class (or, if designated in series, a series) of securities that has been for at least 90 days prior to, and will be immediately prior to the consummation of such transaction qualified for trading on the New York Stock Exchange, The Nasdaq National Market, any other national securities exchange or their respective successors, which securities will upon issuance, be likewise qualified, and subject to no limitations or restrictions other than restrictions arising from a holder’s status as an affiliate or former affiliate of any of the parties to such transaction. The fair market value of the Liquid Consideration shall be determined as of the third trading day ending immediately prior to the consummation of such transaction. The fair market value of any securities shall be valued at the then current market price of such securities for the 10 consecutive trading days ending on the third trading day immediately preceding consummation of such transaction.

So long as any shares of the Series B preferred stock are outstanding, if full dividends on the shares of Series B preferred stock or on shares of Voting Parity Stock (as defined below), if any, or the equivalent thereof, are not declared and paid for any six consecutive dividend periods, then, subject to compliance with any requirement for regulatory approval of (or non-objection to) persons serving as directors, the holders of Series B preferred stock, voting together as a class with the holders of any other series of outstanding noncumulative preferred stock of Greater Bay ranking on a parity with the Series B preferred stock as to dividends or upon liquidation, and upon which comparable voting rights as those of the Series B preferred stock have been conferred and made irrevocable (“Voting Parity Stock”), shall acquire the exclusive right to elect two directors at Greater Bay’s next annual meeting of shareholders or at a separate meeting or by written consent, and thereafter, at each subsequent annual meeting or by written consent, until such right to vote is terminated.

The right of the holders of the Series B preferred stock and Voting Parity Stock entitled to elect two directors will continue until, following the event which gave rise to such right, Greater Bay shall have resumed the payment of full dividends upon the Series B preferred stock for the equivalent of four consecutive quarterly dividend periods, at which time such right shall terminate, except as by law expressly provided, subject to revesting in the event the conditions giving rise to the election right are again triggered. Upon any such termination, the term of office of each director then in office elected by such holders voting as a class (hereinafter, “Preferred Director”) shall immediately terminate, unless otherwise required by law. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding shares of Series B preferred stock and Voting Parity Stock, voting together as a single class, at a meeting of Greater Bay’s shareholders, or of the holders of shares of Series B preferred stock and Voting Parity Stock, called for such purpose. So long as a default in any preference dividends on the Series A preferred stock and Voting Parity Stock shall exist, (1) any vacancy in the office of a Preferred Director may be filled by a person appointed by an instrument in writing signed by the remaining Preferred Director, unless there is no remaining Preferred Director, and filed with Greater Bay and (2) in the case of the removal of any Preferred Director, or in the case that there is no remaining Preferred Director, the vacancy or vacancies may be filled by a person elected by the vote of the holders of the outstanding shares of Series B preferred stock and Voting Parity Stock, voting together as a single class without regard to series, at the

35

same meeting at which such removal shall be voted or at any subsequent meeting. Each director appointed by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director.

In connection with any matter on which holders of the Series B preferred stock and Voting Parity Stock are entitled to vote, or any matter on which the holders of the Series B preferred stock are entitled to vote as one class or otherwise pursuant to law or the provisions of the restated articles of incorporation, each holder of Series B preferred stock is entitled, except as otherwise required by law, to one vote for each share of Series B preferred stock held by such holder.

Redemption

Except upon the occurrence of Change in Control Event, as defined below, the shares of Series B preferred stock will not be subject to redemption prior to the fifth anniversary of the consummation of the Merger. At any time following the earlier to occur of a Change in Control Event or the fifth anniversary of the Merger, the shares of Series B preferred stock may be redeemed, at Greater Bay’s option, in whole or from time to time in part, subject to any appropriate approvals and restrictions, at a redemption price in the amount of $50.00 per share thereof plus, in each case, dividends for the current dividend period (without accumulation of accrued and unpaid dividends for prior dividend periods), without interest (the “Redemption Price”) to the date fixed for such redemption. If fewer than all of the outstanding shares of Series B preferred stock are to be redeemed, the number of shares to be redeemed will be determined by Greater Bay’s board of directors, and such shares will be redeemed either pro rata or by lot, or by any other method at the discretion of the board of directors. Regardless of the method used, the calculation of the number of shares to be redeemed shall be based upon whole shares, so that Greater Bay will not be required to issue fractional shares or cash in lieu of fractional shares. In the event a method requiring proration is used, shares shall be rounded downward to the nearest total number of shares. A “Change in Control Event” includes the date (a) Greater Bay enters into a definitive agreement which would result in a Change in Control or (b) any person becomes the beneficial owner of securities of Greater Bay representing 50% or more of the voting power of Greater Bay.

Should Greater Bay redeem any shares of Series B preferred stock, notice of such redemption will be sent by first class mail, postage prepaid, mailed not less than 20 nor more than 60 days before the redemption date to the holders of record of such shares as their addresses appear on Greater Bay’s stock register.

From and after the date of redemption designated in the notice of redemption (i) the shares represented thereby shall no longer be deemed outstanding, (ii) the rights to receive dividends thereon shall cease to accrue, and (iii) all rights of the holders of shares of Series B preferred stock to be redeemed shall cease and terminate, excepting only the right to receive the Redemption Price therefor, and the right to convert such shares into shares of common stock until the close of business on the business day next preceding the date of redemption, in accordance with the Series B preferred stock’s conversion rights.

Liquidation

The amount which the holders of outstanding shares of Series B preferred stock will be entitled to receive in cash in the event of any voluntary or involuntary liquidation, dissolution or winding up of Greater Bay, out of the assets of Greater Bay legally available for such distribution to shareholders, before any, before any distribution of assets is made to the holders of the common stock or any other equity security ranking junior to the Series B preferred stock as to distributions on liquidation, dissolution and winding up, will be $50.00 per share plus an amount per share equal to any dividends accrued and unpaid for the then-current dividend period (without accumulation of accrued and unpaid dividends for prior dividend periods) to the date fixed for such liquidation, dissolution or winding up.

If, upon any voluntary or involuntary liquidation, dissolution or winding up of Greater Bay, the amounts payable with respect to the Series B preferred stock or any equity security of Greater Bay ranking equally with the Series B preferred stock as to distributions upon liquidation, dissolution or winding up are not paid in full, the holders of the Series B preferred stock and any preferred stock ranking equally with the Series B preferred stock as to distributions upon liquidation, dissolution or winding up will share ratably in any such distribution of the assets of Greater Bay in proportion to the full respective preferential amounts to which they are entitled.

After payment of the full amount of the liquidating distribution to which they are entitled, the holders of Series B preferred stock will not be entitled to any further participation in any distribution of Greater Bay’s assets. All distributions

36

made with respect to the Series B preferred stock in connection with such liquidation, dissolution or winding up of Greater Bay will be made pro rata. For purposes of determining what events give rise to liquidation rights on the part of the Series B preferred stock, neither the voluntary sale, conveyance, exchange or transfer of all or substantially all of the property or assets of Greater Bay nor the consolidation or merger of Greater Bay with or into any other entity shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of Greater Bay.

Conversion Rights

Subject to the provisions for adjustment set forth below, each share of Series B preferred stock shall be convertible at the option of the Series B preferred shareholder into fully paid and nonassessable shares of Greater Bay common stock. The number of shares of common stock deliverable upon conversion of a share of Series B preferred stock, adjusted as hereinafter provided, is referred to herein as the “Conversion Ratio.” The Conversion Ratio shall initially be 1.67 and the conversion price shall initially be $30.00 (the initial conversion price and as subsequently adjusted is referred to herein as the “Conversion Price.”) The Conversion Ratio and the Conversion Price are subject to adjustment from time to time as described below.

Holders of Series B preferred stock wishing to convert must notify Greater Bay of the number of shares he or she wants to convert and surrender the Series B preferred stock certificates. In case any shares of Series B preferred stock are to be redeemed, the right of conversion shall cease and terminate as to the shares of Series B preferred stock to be redeemed at the close of business on the Business Day next preceding the date fixed for redemption unless Greater Bay shall default in the payment of the Redemption Price.

Upon conversion, the holder of shares of Series B preferred stock surrendered for conversion after the record date next preceding a Series B Dividend Payment Date for the Series B preferred stock, if such dividend has been declared and such Record Date has been established by the board of directors, and prior to such Series B Dividend Payment Date shall be entitled to receive an amount equal to the declared, accrued and unpaid dividend for such current Dividend Period prorated from the first day of such current Dividend Period to the date of conversion computed on the basis of a 360-day year consisting of twelve 30-day months.

Greater Bay will not issue fractional shares of common stock upon conversion of the shares of Series B preferred stock, but will instead pay a cash adjustment in an amount equal to the same fraction of the current market price per share of the common stock on the date on which the certificate or certificates for such shares were duly surrendered for conversion.

The Conversion Price and Conversion Ratio are subject to adjustment upon the occurrence of certain events, including, but not limited to, the issuance of common stock as a dividend with respect to the outstanding common stock; subdivisions, combinations or reclassifications of capital stock; or the distribution to holders of common stock generally of indebtedness, assets (including securities, but not including distributions paid in cash out of earnings) or rights or warrants to subscribe for securities of Greater Bay including rights or warrants to subscribe for shares of common stock on a dilutive basis. No adjustment of the Conversion Price or Conversion Ratio will be required to be made in any case until cumulative adjustments amount to 1% or more of the Conversion Price or Conversion Rate, as the case may be.

In the case of any reorganization or reclassification of outstanding shares of common stock, or in case of any merger or consolidation of Greater Bay with or into another corporation, pursuant to which the outstanding shares of common stock are by operation of law converted into stock, securities, other property including cash) or a combination thereof, each share of Series B preferred stock shall be convertible into, in lieu of common stock, the consideration so received upon consummation of such transaction by the holders of common stock.

Preemptive Rights

Other than the conversion rights provided to holders of Series B preferred stock, holders of shares of Series B preferred stock do not have any preemptive rights to subscribe to stock, or other securities of Greater Bay of any class, whether now or later.

37

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

The following is a summary of the material United States federal income tax consequences of the purchase, ownership, and disposition of CODES, and where noted, the common stock into which the CODES may be converted, as of the date of this prospectus. Except where noted, this summary deals only with a CODES held as a capital asset by a United States holder and it does not deal with special situations. For example, this summary does not address:

• tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities or insurance companies;

• tax consequences to persons holding CODES as part of a hedging, integrated, constructive sale or conversion transaction or a straddle;

• tax consequences to holders of CODES whose “functional currency” is not the U.S. dollar;

• alternative minimum tax consequences, if any; or

• any state, local or foreign tax consequences.

The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date of this prospectus. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those discussed below.

No private rulings have been sought or are expected to be sought from the Internal Revenue Service (“IRS”) with respect to any of the United States federal income tax consequences discussed below. However, the IRS recently released Revenue Ruling 2002–31, which addresses the tax treatment of a convertible debt instrument that is substantially similar to the CODES. In Revenue Ruling 2002–31, the IRS concluded that the convertible debt instrument described therein was a contingent payment debt instrument to which the noncontingent bond method of Treasury regulations Section 1.1275–4(b) (the “Contingent Debt Regulations”) applied. The IRS also ruled that such instrument’s comparable yield was the yield at which the issuer would issue a comparable fixed rate nonconvertible debt instrument.

At the same time as the IRS released Revenue Ruling 2002–31, it also released Notice 2002–36. In Notice 2002–36, the IRS invited comments and suggestions for changes in the relative tax treatment of straight debt instruments and contingent convertible debt instruments to eliminate or reduce the disparity in treatment of these instruments. The IRS expressed concern, as a matter of tax policy, that significantly different tax results obtain for economically similar financial instruments, such as straight convertible debt and convertible debt that provides for contingent payments that, while not remote or incidental, are relatively insignificant in amount or in likelihood of occurrence. No prediction can be made as to the outcome of the IRS study of such financial instruments. The tax consequences set forth below are based on Revenue Ruling 2002–3.

If a partnership holds the CODES, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the CODES, you should consult your own tax advisors.

If you are considering the purchase of CODES, you should consult your own tax advisors concerning the federal income tax consequences in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

38

Classification of the CODES

Under the indenture governing the CODES, we and each holder of the CODES agreed, for United States federal income tax purposes, to treat the CODES as indebtedness that is subject to the Contingent Debt Regulations. Based upon Revenue Ruling 2002–31, the remainder of this discussion assumes that the CODES will be so treated and does not address any possible differing treatments of the CODES.

United States Holders

The following discussion is a summary of certain United States federal income tax consequences that will apply to United States holders of CODES.

For purposes of this discussion, a “United States holder” is a beneficial owner of a CODES who or which is:

• a citizen or resident of the United States;

• a corporation or partnership created or organized in or under the laws of the United States or any political subdivision of the United States;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

Accrual of Interest

Under the Contingent Debt Regulations, actual cash payments on the CODES, if any, will not be reported separately as taxable income, but will be taken into account under such regulations. As discussed more fully below, the effect of these Contingent Debt Regulations will be to:

• require holders of CODES, regardless of their usual method of accounting, to use the accrual method with respect to the CODES;

• require holders of CODES to accrue original issue discount at the comparable yield (as described below) which will be substantially in excess of the yield to maturity; and

• generally result in ordinary rather than capital treatment of any gain, and to some extent loss, on the sale, exchange, repurchase or redemption of the CODES.

Holders of CODES will be required to accrue an amount of original issue discount for United States federal income tax purposes, for each accrual period prior to and including the maturity date of the CODES that equals:

• the product of (i) the adjusted issue price (as defined below) of the CODES as of the beginning of the accrual period; and (ii) the comparable yield (as defined below) of the CODES, adjusted for the length of the accrual period;

• divided by the number of days in the accrual period; and

• multiplied by the number of days during the accrual period that you held the CODES.

The issue price of a CODES is the first price at which a substantial amount of the CODES was sold to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The adjusted issue price of a CODES will be its issue price increased by any original issue discount previously accrued, determined without regard to any adjustments to original issue discount accruals described below, and decreased by the projected amounts of any contingent payments previously made with respect to the CODES.

39

If a holder purchases a CODES at a price other than its issue price, see the discussion under “Purchasers of CODES at a Price Other than the Adjusted Issue Price.”

Under the Contingent Debt Regulations, holders of CODES will be required to include original issue discount in income each year, regardless of holders of CODES usual method of tax accounting, based on the comparable yield of the CODES. We have determined the comparable yield of the CODES based on the rate, as of the initial issue date, at which we would issue a fixed rate nonconvertible debt instrument with no contingent payments but with terms and conditions similar to the CODES. Accordingly, we have determined that the comparable yield is an annual rate of 6.5%, compounded semi-annually.

We are required to furnish annually to holders of CODES the comparable yield and, solely for United States federal income tax purposes, a projected payment schedule that includes the actual interest payments, if any, on the CODES and estimates the amount and timing of contingent interest payments and payment upon maturity on the CODES taking into account the fair market value of the common stock that might be paid upon a conversion of the CODES. Holders of CODES may obtain the projected payment schedule by submitting a written request for it to us at the address set forth in “Summary.’’ By purchasing the CODES, holders of CODES have agreed to be bound by our determination of the comparable yield and projected payment schedule. For United States federal income tax purposes, holders of CODES must use the comparable yield and the schedule of projected payments in determining their original issue discount accruals, and the adjustments thereto described below, in respect of the CODES.

The comparable yield and the projected payment schedule are not provided for any purpose other than the determination of original issue discount and adjustments thereof in respect of the CODES for United States federal income tax purposes and do not constitute a projection or representation regarding the actual amount of the payments on a CODES.

Adjustments to Interest Accruals on the CODES

If the actual contingent payments made on the CODES differ from the projected contingent payments, adjustments will be made for the difference. If, during any taxable year, a holder of CODES receives actual payments with respect to the CODES for that taxable year that in the aggregate exceed the total amount of projected payments for the taxable year, such holder will incur a positive adjustment equal to the amount of such excess. Such positive adjustment will be treated as additional original issue discount in such taxable year. For these purposes, the payments in a taxable year include the fair market value of property received in that year.

If a holder of CODES receives in a taxable year actual payments with respect to the CODES for that taxable year that in the aggregate are less than the amount of projected payments for that taxable year, such holder will incur a negative adjustment equal to the amount of such deficit. A negative adjustment will:

• first, reduce the amount of original issue discount required to be accrued in the current year;

• second, any negative adjustments that exceed the amount of original issue discount accrued in the current year will be treated as ordinary loss to the extent of the holder’s total prior original issue discount inclusions with respect to the CODES, reduced to the extent such original issue discount was offset by prior net negative adjustments; and

• third, any excess negative adjustments will be treated as a negative adjustment in the succeeding taxable year, and, if not used by the time the CODES is sold, converted, redeemed, repurchased or matures, is treated as a reduction in the amount realized on sale, exchange or retirement.

Sale, Exchange, Conversion or Redemption

Upon the sale, exchange, conversion, repurchase or redemption of a CODES, holders will recognize gain or loss equal to the difference between its amount realized and its adjusted basis in the CODES. Each holder of a CODES agrees that under the Contingent Debt Regulations, the amount realized will include the fair market value of our stock that the holder receives on conversion as a contingent payment. Such gain on a CODES generally will be treated as ordinary income. Loss from the disposition of a CODES will be treated as ordinary loss to the extent of the holder’s prior net

40

original issue discount inclusions with respect to the CODES. Any loss in excess of that amount will be treated as capital loss. The deductibility of net capital losses is subject to limitations.

Special rules apply in determining the tax basis of a CODES. A holder’s basis in a CODES is generally increased by original issue discount (before taking into account any adjustments) the holder previously accrued on the CODES, and reduced by the projected amount of any payments previously scheduled to be made.

Under this treatment, a holder’s tax basis in the common stock received upon conversion of a CODES will equal the then current fair market value of such common stock. The holding period for our common stock received will commence on the day of conversion.

Given the uncertain tax treatment of instruments such as CODES, holders should consult their tax advisers concerning the tax treatment on conversion of a CODES and the ownership of the common stock.

Purchasers of CODES at a Price Other than the Adjusted Issue Price

If a holder purchases a CODES in the secondary market for an amount that differs from the adjusted issue price of the CODES at the time of purchase, such holder will be required to accrue interest income on the CODES in accordance with the comparable yield even if market conditions have changed since the date of issuance. A holder must reasonably determine whether the difference between the purchase price for a CODES and the adjusted issue price of a CODES is attributable to a change in expectations as to the contingent amounts potentially payable in respect of the CODES, a change in interest rates since the CODES were issued, or both, and allocate the difference accordingly. Adjustments allocated to a change in interest rates will cause, as the case may be, a “positive adjustment” or a “negative adjustment” to a holder’s interest inclusion. If the purchase price of a CODES is less than its adjusted issue price, a positive adjustment will result, and if the purchase price is more than the adjusted issue price of a CODES, a negative adjustment will result. To the extent that an adjustment is attributable to a change in interest rates, it must be reasonably allocated to the daily portions of interest over the remaining term of the CODES.

To the extent that the difference between a holder’s purchase price for the CODES and the adjusted issue price of the CODES is attributable to a change in expectations as to the contingent amounts potentially payable in respect of the CODES (and not to a change in the market interest rates), such holder will be required to reasonably allocate that difference to the contingent payments. Adjustments allocated to the contingent payments will be taken into account when the contingent payments are made. Any negative or positive adjustment of the kind described above made by a holder will decrease or increase, respectively, the holder’s tax basis in the CODES.

Certain United States holders will receive Forms 1099-OID reporting interest accruals on their CODES. Those forms will not, however, reflect the effect of any positive or negative adjustments resulting from the purchase of a CODES in the secondary market at a price that differs from its adjusted issue price on the date of purchase. Holders are urged to consult their own tax advisors as to whether, and how, such adjustments should be made to the amounts reported on any Form 1099-OID.

Constructive Distributions

The conversion price of the CODES will be adjusted in certain circumstances. Under Section 305(c) of the Code, adjustments (or failures to make adjustments) that have the effect of increasing a holder’s proportionate interest in our assets or earnings may in some circumstances result in a deemed distribution to such holder. Any deemed distributions will be taxable as a dividend, return of capital, or capital gain in accordance with the earnings and profits rules under the Code.

Non-United States Holders

The following is a summary of the United States federal tax consequences that will apply to you if you are a Non-United States holder of CODES or shares of common stock. The term “Non-United States holder” means a beneficial owner of a CODES that is not a United States holder.

Special rules may apply to certain Non-United States holders such as “controlled foreign corporations,” “passive foreign investment companies,” “foreign personal holding companies,” corporations that accumulate earnings to avoid

41

federal income tax or, in certain circumstances, United States expatriates. Such Non-United States holders should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

Payments with respect to the CODES

The 30% United States federal withholding tax will not apply to any payment to holders of principal or interest (including amounts taken into income under the accrual rules described above under “—United States Holders” and a payment of common stock pursuant to a conversion) on a CODES, provided that:

• the holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote within the meaning of Section 871(h)(3) of the Code;

• the holder is not a controlled foreign corporation that is related to us through stock ownership;

• the holder is not a bank whose receipt of interest (including original issue discount) on a CODES is described in Section 881(c)(3)(A) of the Code;

• our common stock continues to be actively traded within the meaning of Section 871(h)(4)(C)(v)(I) of the Code and we are not a “United States real property holding corporation;” and

• (a) the holder provides its name and address, and certifies, under penalties of perjury, that it is not a United States person (which certification may be made on an IRS Form W-8BEN (or successor form)) or (b) the holder holds its CODES through certain foreign intermediaries and satisfies the certification requirements of applicable Treasury regulations. Special certification rules apply to holders that are pass-through entities.

If a holder cannot satisfy the requirements described above, payments of interest (including original issue discount) will be subject to the 30% United States federal withholding tax, unless the holder provides us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest (including original issue discount) paid on the CODES is not subject to withholding tax because it is effectively connected with its conduct of a trade or business in the United States.

If a holder is engaged in a trade or business in the United States and interest (including original issue discount) on a CODES is effectively connected with the conduct of that trade or business, the holder will be subject to United States federal income tax on that interest on a net income basis (although exempt from the 30% withholding tax) in the same manner as if the holder were a United States person as defined under the Code, subject to any modification provided under an applicable income tax treaty. In addition, if a holder is a foreign corporation, the holder may be subject to a “branch profits tax’’ equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with its conduct of a trade or business in the United States.

Any dividends paid to a holder with respect to the shares of common stock (and any deemed dividends resulting from certain adjustments, or failure to make adjustments, to the number of shares of common stock to be issued upon conversion, see “—Constructive Distributions” above) will be subject to United States federal withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business within the United States and, where a tax treaty applies, dividends which are attributable to a United States permanent establishment, are not subject to the withholding tax, but instead are subject to United States federal income tax on a net income basis at applicable graduated individual or corporate rates. Certain certification and disclosure requirements must be complied with in order for effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporation may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A Non-United States holder of shares of common stock who wishes to claim the benefit of an applicable treaty rate is required to satisfy applicable certification and other requirements. If a holder is eligible for a reduced rate of

42

United States federal withholding tax pursuant to an income tax treaty, it may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

As provided in the registration rights agreement, upon the occurrence of certain enumerated events we may be required to pay additional amounts to selling securityholders. Payments of such additional amounts to holders of common stock may be subject to federal withholding.

Sale, Exchange or Redemption of Shares of Common Stock

Any gain realized upon the sale, exchange, redemption or other disposition of a share of common stock generally will not be subject to United States federal income tax unless:

• that gain is effectively connected with the conduct of a trade or business in the United States by a holder,

• the holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met, or

• we are or have been a “United States real property holding corporation” for United States federal income tax purposes.

An individual Non-United States holder described in the first bullet point above will be subject to United States federal income tax on the net gain derived from the sale. A Non-United States holder that is a foreign corporation and is described in the first bullet point above will be subject to tax on gain under regular graduated United States federal income tax rates. In addition, a Non-United States holder that is a foreign corporation and is described in the first bullet point above may be subject to a “branch profits tax’’ at a 30% rate or a lower rate if so specified by an applicable income tax treaty. An individual Non-United States holder described in the second bullet point above will be subject to a flat 30% United States federal income tax unless an applicable income tax treaty exempts the gain from U.S. income tax or provides for a reduced rate on the gain derived from the sale, which may be offset by United States source capital losses, even though the holder is not considered a resident of the United States.

We believe that we are not and do not anticipate becoming a “United States real property holding corporation” for United States federal income tax purposes.

United States Federal Estate Tax

The United States federal estate tax will not apply to CODES owned by a holder at the time of his or her death, provided that (1) payments made to the holder on the CODES would be eligible for exemption from the 30% withholding tax under the rules described above under “Payments with respect to the CODES” without regard to the certification requirement described in the fifth bullet point therein and (2) interest on the CODES would not have been, if received at the time of the holder’s death, effectively connected with the holder’s conduct of a trade or business in the United States. However, shares of common stock held by a holder at the time of his or her death will be included in the holder’s gross estate for United States federal estate tax purposes unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

If you are a United States holder of CODES, information reporting requirements will generally apply to all payments we make to you and the proceeds from a sale of a CODES or share of common stock made to you, unless you are an exempt recipient such as a corporation. A backup withholding tax will apply to those payments if you fail to provide a taxpayer identification number, or a certification of exempt status, or if you fail to report, in full, interest income.

In general, if you are a Non-United States holder you will not be subject to backup withholding with respect to payments that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person and you have given us the statement described above under “—Non-United States holders—Payments With Respect to the CODES.” We must report annually to the IRS and to each Non-United States holder the amount of interest and dividends paid to such holder and the tax withheld with respect to such interest and dividends, regardless of whether

43

withholding was required. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-United States holder resides.

In addition, if you are a Non-United States holder you will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a CODES or share of common stock within the United States or conducted through certain United States-related financial intermediaries, if the payor receives the statement described above and does not have actual knowledge that you are a United States person, as defined under the Code, or you otherwise establish an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s United States federal income tax liability provided the required information is furnished to the IRS.

Tax Event

The modification of the terms of the CODES by us upon a tax event could possibly alter the timing of income recognition by the holders with respect to the payments of interest due after the option exercise date.

CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of the CODES by employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of the Code or ERISA (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of such plans, accounts and arrangements (each, a “Plan”).

General fiduciary matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the CODES of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Any insurance company proposing to invest assets of its general account in the CODES should consider the extent that such investment would be subject to the requirements of ERISA in light of the U.S. Supreme Court’s decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank and under any subsequent legislation or other guidance that has or may become available relating to that decision, including the enactment of Section 401(c) of ERISA by the Small Business Job Protection Act of 1996 and the regulations promulgated thereunder.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

44

Whether or not our underlying assets were deemed to include “plan assets,” as described below, the acquisition and/or holding of the CODES by an ERISA Plan with respect to which we are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor (the “DOL”) has issued prohibited transaction class exemptions, or “PTCEs,” that may apply to the acquisition and holding of the CODES. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied.

Plan Asset Issues

ERISA and the Code do not define “plan assets.” However, regulations (the “Plan Asset Regulations”) promulgated under ERISA by the DOL generally provide that when an ERISA Plan acquires an equity interest in an entity that is neither a “publicly-offered security” nor a security issued by an investment company registered under the Investment Company Act, the ERISA Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity unless it is established either that equity participation in the entity by “benefit plan investors” is not significant or that the entity is an “operating company,” in each case as defined in the Plan Asset Regulations. The Plan Asset Regulations define an “equity interest” as any interest in an entity, other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features. Since the CODES may be converted into our common stock, there can be no assurance that equity participation in us by benefit plan investors will not be significant. Although no assurances can be given, we believe that our underlying assets will not be plan assets for purposes of ERISA and the Code.

Plan Asset Consequences

If our assets were deemed to be “plan assets” under ERISA, however, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by us, and (ii) the possibility that certain transactions in which we might seek to engage could constitute “prohibited transactions” under ERISA and the Code.

Representation

Accordingly, by acceptance of the CODES, each purchaser and subsequent transferee of the CODES will be deemed to have represented and warranted either that (i) for the entire period during which such purchaser or transferee holds its interest in the CODES, no portion of such purchaser’s or transferee’s assets constitutes assets of any Plan or (ii) the acquisition and holding of the CODES by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing the CODES on behalf of, or with the assets of, any employee benefit plan, consult with their counsel to determine whether such employee benefit plan is subject to Title I of ERISA, Section 4975 of the Code or any similar laws.

SELLING SECURITYHOLDERS

The CODES were originally issued by us and sold by Lehman Brothers Inc. and Sandler O’Neill & Partners, L.P. (the “Initial Purchasers”) in a transaction exempt from the registration requirements of the Securities Act to persons by the Initial Purchasers reasonably believed to be qualified institutional buyers as that term is defined by Rule 144A under the Securities Act. The selling securityholders may from time to time offer and sell pursuant to this prospectus any or all of the CODES listed below and the shares of common stock issued upon purchase by us, or conversion, of such CODES. When we refer to the “selling securityholders” in this prospectus, we mean those

45

persons listed in the table below, as well as the pledgees, donees, assignees, transferees, successors and others who later hold any of the selling securityholders’ interests.

The table below sets forth the name of each selling securityholder, the principal amount at maturity of CODES that each selling securityholder listed below may offer pursuant to this prospectus and the number of shares of common stock into which such CODES are convertible. Only those selling securityholders listed below or their pledgees or donees (each of which intends to sell a principal amount of CODES that are convertible into 500 or fewer shares of common stock or to sell 500 or fewer shares of common stock into which the CODES are convertible) may offer and sell the CODES or the common stock into which such CODES are convertible pursuant to this prospectus. Unless set forth below, to the best of our knowledge, none of the selling securityholders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates or beneficially owns in excess of [1%] of our outstanding common stock. In addition, except as set forth below, to the best of our knowledge, none of the selling securityholders beneficially owns any shares of our common stock.

We have prepared the table below based on information the selling securityholders have given to us on or prior to July 18, 2002. However, the selling securityholders may offer for sale pursuant to this prospectus from time to time any or all of the CODES or shares of common stock listed below. Accordingly, no estimate can be given as to the amounts of CODES or shares of common stock that the selling securityholders will hold upon consummation of any such sales. In addition, the selling securityholders listed in the table below may have acquired, sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their CODES since the date of which the information in the table is presented.

Information about the selling securityholders may change over time. Changes in information may be set forth in prospectus supplements. From time to time, additional information concerning ownership of the CODES and shares of common stock may rest with certain holders thereof not named in the table below and of whom we are unaware.

46

Name	Aggregate principal Amount at Maturity of CODES that may be sold		Percentage of CODES outstanding		Number of Shares of Common Stock that may be sold(1)	Percentage of Shares of Common Stock Outstanding(2)
AM Investment E Fund, Ltd.	$	250,000	*		3,842.48	*
AM Investment D Fund I, L.P.	$	750,000	*		11,527.43	*
Argent Classic Convertible Arbitrage Fund L.P.	$	2,000,000	*		30,739.80	*
Argent Class Convertible Arbitrage Fund (Bermuda) Ltd.	$	3,000,000	1.0	%	46,109.70	*
Argent LowLev Convertible Arbitrage Fund LLC	$	800,000	*		12,295.92	*
Argent Low Lev Convertible Arbitrage Fund Ltd.	$	10,500,000	3.4	%	161,383.95	*
Bank Austria Cayman Islands, Ltd.	$	2,000,000	*		30,739.80	*
B.G.I. Global Investors c/o Forest Investment Management LLC	$	669,000	*		10,282.46	*
Black Diamond Capital I, Ltd.	$	432,000	*		6,639.80	*
Black Diamond Convertible Offshore LDC	$	2,875,000	*		44,188.46	*
Black Diamond Offshore Ltd.	$	1,728,000	*		26,559.19	*
Deephaven Domestic Convertible Trading Ltd.	$	9,500,000	3.0	%	146,014.05	*
Double Black Diamond Offshore LDC	$	8,033,000	2.6	%	123,466.41	*
Forest Alternative Strategies II	$	173,000	*		2,658.99	*

47

Name	Aggregate principal Amount at Maturity of CODES that may be sold		Percentage of CODES outstanding		Number of Shares of Common Stock that may be sold(1)	Percentage of Shares of Common Stock Outstanding(2)
Forest Fulcrum Fund L.L.P.	$	2,313,000	*		35,550.58	*
Forest Global Convertible Fund Series A-5	$	9,425,000	3.0	%	144,861.31	*
Gaia Offshore Master Fund Ltd.	$	10,750,000	3.4	%	165,226.43	*
Global Bermuda Limited Partnership	$	800,000	*		12,295.92	*
Highbridge International LLC	$	15,600,000	5.0	%	239,770.44	*
KBC Financial Products USA Inc.	$	650,000	*		9,990.44	*
KBC Financial Products (Cayman Islands) Limited	$	6,782,000	2.2	%	104,238.66	*
Lakeshore International, Ltd.	$	3,100,000	1.0	%	47,646.69	*
LLT Limited	$	670,000	*		10,297.83	*
Lyxor Master Fund	$	1,750,000	*		26,897.33	*
Lyxor Master Fund c/o Forest Infestment Management LLC	$	4,500,000	1.4	%	69,164.55	*
Lyxor Master Fund Ref: Argent/LowLev CB	$	2,300,000	*		35,350.77	*
MLQA Convertible Securities Arbitrage, Ltd.	$	15,000,000	4.8	%	230,548.50	*
Nomura Securities Intl. Inc.	$	5,000,000	1.6	%	76,849.50	*
Peoples Benefit Life Insurance Company Teamsters	$	9,475,000	3.0	%	145,629.80	*
RBC Capital Services Inc. C/o Forest Investment Management LLC	$	364,000	*		5,594.64	*

48

Name	Aggregate principal Amount at Maturity of CODES that may be sold		Percentage of CODES outstanding		Number of Shares of Common Stock that may be sold(1)	Percentage of Shares of Common Stock Outstanding(2)
RCG Halifax Master Fund, Ltd.	$	1,000,000	*		15,369.90	*
RCG Multi Strategy, LP	$	3,000,000	*		46,109.70	*
Relay Holdings c/o Forest Invstment Management LLC	$	325,000	*		4,995.22	*
Sylvan (IMA) Ltd. C/o Forest Investment Management LLC	$	1,375,000	*		21,133.61	*
Wachovia Securities International LTD	$	20,800,000	6.6	%	319,693.92	*
Wolverine Trading LP	$	2,180,000	*		33,506.38	*
Worldwide Transactions Ltd.	$	432,000	*		6,639.80	*
Zurich Institutional Benchmark Master Fund Ltd.	$	1,400,000	*		21,517.86	*
Zurich Master Hedge Fund c/o Forest Investment Managemnt LLC	$	1,186,000	*		18,228.70	*
All other holders of CODES or future pledgees, donees, transferees or successors of any such holders(3)(4)(5)	$	149,990,000	47.9	%	2,305,331.30	4.1	%
Total	$	312,877,000	100	%	4,808,888.20	8.6	%

* Less than one percent.

(1) Assumes conversion of all of the holder’s CODES at a conversion rate of 15.3699 shares of common stock per $1,000 principal amount at maturity of the CODES. This conversion rate is subject to adjustment, however, as described under “Description of the CODES—Conversion Rights”. As a result, the number of shares of common stock issuable upon conversion of the CODES may increase or decrease in the future.

(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 50,842,070 shares of common stock outstanding as of July 17, 2002. In calculating this amount for each holder, the number of shares of common stock issuable upon conversion of all of that holder’s CODES are treated as outstanding, but no other holder’s CODES are assumed to have been converted.

49

(3) Information about other selling securityholders will be set forth in prospectus supplements, if required.

(4) Assumes that any other holders of CODES, or any future pledgees or donees, do not beneficially own any shares of common stock other than the common stock issuable upon conversion of the CODES at the initial conversion rate.

(5) Selling holders that are also broker-dealers may be deemed to be “underwriters” within the meaning of that term under the Securities Act. We have been advised that, with respect to any selling holders who are affiliates of broker-dealers, (1) the selling holder purchased the CODES in the ordinary course of business and (2) at the time of the purchase of the CODES to be resold, the selling holder had no agreements or understandings, directly or indirectly, with any person to distribute the CODES or the underlying common stock.

PLAN OF DISTRIBUTION

We are registering the CODES and shares of common stock covered by this prospectus to permit holders to conduct public secondary trading of these securities from time to time after the date of this prospectus. We have agreed, among other things, to bear all expenses, other than underwriting discounts and selling commissions, in connection with the registration and sale of the CODES and the shares of common stock covered by this prospectus.

We will not receive any of the proceeds from the selling securityholders’ offers of CODES or the shares of common stock. The selling securityholders have advised us that the selling securityholders may sell all or a portion of the CODES and shares of common stock beneficially owned by them and offered hereby from time to time:

—  directly; or

—  through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or concessions from the selling securityholders or from the purchasers of the CODES and shares of common stock for whom they may act as agent.

The CODES and the shares of common stock may be sold from time to time in one or more transactions at:

—  fixed prices, which may be changed;

—  prevailing market prices at the time of sale;

—  varying prices determined at the time of sale; or

—  negotiated prices.

These prices will be determined by the holders of the securities or by agreement between these holders and underwriters or dealers who may receive fees or commissions in connection with the sale. The aggregate proceeds to the selling securityholders from the sale of the CODES or shares of common stock offered by them hereby will be the purchase price of the CODES or shares of common stock less discounts and commissions, if any.

The sales described in the preceding paragraph may be effected in transactions:

—  on any national securities exchange or quotation service on which the CODES or shares of common stock may be listed or quoted at the time of sale, including The Nasdaq Stock Market in the case of the shares of common stock;

—  in the over-the counter market;

—  in transactions otherwise than on such exchanges or services or in the over-the-counter market;

—  through the writing of options; or

50

—  through any other legally available means.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

In connection with sales of the CODES and shares of common stock or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers. These broker-dealers may in turn engage in short sales of the CODES and shares of common stock in the course of hedging their positions. The selling securityholders may also sell the CODES and shares of common stock short and deliver CODES and shares of common stock to close out short positions, or loan or pledge CODES and shares of common stock to broker-dealers that in turn may sell the CODES and shares of common stock.

To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholders and any underwriter, broker-dealer or agent regarding the sale of the CODES and the shares of common stock by the selling securityholders. Selling securityholders may not sell any, or may not sell all, of the CODES and the shares of common stock offered by them pursuant to this prospectus. In addition, we cannot assure you that a selling securityholder will not transfer, devise or gift the CODES and the shares of common stock by other means not described in this prospectus. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus.

The outstanding shares of common stock are listed for trading on The Nasdaq Stock Market. The selling securityholders and any broker and any broker-dealers, agents or underwriters that participate with the selling securityholders in the distribution of the CODES or the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act. In this case, any commissions received by these broker-dealers, agents or underwriters and any profit on the resale of the CODES or the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. In addition, any profits realized by the selling securityholders may be deemed to be underwriting commissions.

The CODES were issued and sold in April 2002 in transactions exempt from the registration requirements of the Securities Act to persons reasonably believed by the Initial Purchasers to be qualified institutional buyers, as that term is defined in Rule 144A under the Securities Act. We have agreed to indemnify the Initial Purchasers and each selling securityholder and their respective directors, officers, partners and control persons, and each selling securityholder has agreed to indemnify us, our directors, our officers who sign the registration statement to which this prospectus relates and each person, if any, who controls Greater Bay within the meaning of Section 15 of the Securities Act, against specified liabilities arising under the Securities Act. The selling securityholders and any other person participating in such distribution will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the CODES and the underlying shares of common stock by the selling securityholders and any such other person. In addition, Regulation M of the Exchange Act may restrict the ability of any person engaged in the distribution of the CODES and the underlying shares of common stock to engage in market-making activities with respect to the particular CODES and the underlying shares of common stock being distributed for a period of up to five business days prior to the commencement of distribution. This may affect the marketability of the CODES and the underlying shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the CODES and the underlying shares of common stock.

We will use our reasonable efforts to keep the registration statement of which this prospectus is a part effective until the earlier of:

—  two years after the last date of original issuance of any of the CODES;

—  the date when the holders of the CODES and the common stock issuable upon conversion of the CODES are able to sell all such securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act; or

51

—  the sale, pursuant to the registration statement to which this prospectus relates, of all the securities registered thereunder.

When we are notified by any selling securityholder that any material arrangement has been entered into with a broker-dealer for the sale of the CODES and the common stock covered by this prospectus through a block trade, special offering, exchange distribution or secondary distribution or purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act of 1933, or, if appropriate, a post-effective amendment to the registration statement of which this prospectus forms a part, disclosing (a) the name of each such selling securityholder and of the participating broker-dealer or dealers, (b) the principal amount of the CODES and the number of shares of common stock involved, (c) the price at which the CODES and the common stock were sold, (d) the commissions paid or discounts or concessions allowed to such broker-dealer or dealers, if applicable, (e) that such broker-dealer or dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (f) other facts material to the transaction. In addition, when we are notified by a selling securityholder that a donee or pledgee intends to sell a principal amount of CODES that are convertible into more than 500 shares of common stock or that a donee or pledgee intends to sell more than 500 shares of common stock into which such CODES are convertible, we will file a supplement to this prospectus.

Our obligation to keep the registration statement to which this prospectus relates effective is subject to specified, permitted exceptions. In these cases, we may prohibit offers and sales of CODES and shares of common stock pursuant to the registration statement to which this prospectus relates.

LEGAL MATTERS

The validity of the CODES and the common stock offered hereunder by Greater Bay, will be passed upon by Linda M. Iannone, Esq., general counsel of Greater Bay. Ms. Iannone holds 1,889 shares of common stock and 59,300 options to purchase shares of common stock.

EXPERTS

Our consolidated financial statements as of December 31, 2001 and 2000, and for each of the years in the three-year period ended December 31, 2001 have been incorporated by reference herein and in the registration statement in reliance upon the report of PricewaterhouseCoopers LLP, independent accountants, incorporated herein by reference, given on the authority of said firm as experts in accounting and auditing.

52

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

Registrant is paying all of the selling securityholders’ expenses related to this offering, except the selling securityholders will pay any applicable broker’s commissions and expenses. The following table sets forth the approximate amount of fees and expenses payable by registrant in connection with this registration statement and the distribution of the CODES and shares of common stock registered hereby.

Securities and Exchange Commission registration fee	$	16,883
Transfer agent’s, Trustees’ and Depositary’s fees and expenses		2,500
Legal fees and expenses		70,000
Blue Sky fees and expenses		0
Accounting fees and expenses		13,000
Printing expenses		10,000
Miscellaneous expenses		2,500
Total	$	114,883

All of the above items except the registration fee are estimated.

Item 15.    Indemnification of Directors and Officers

Article Five of Greater Bay’s articles of incorporation provides that Greater Bay shall eliminate the liability of its directors for monetary damages to the fullest extent permissible under California law. Article Five also provides for the indemnification of agents (as defined in Section 317 of the California General Corporation Law) of Greater Bay. If agents of Greater Bay breach a duty to Greater Bay and its shareholders, then Article Five authorizes Greater Bay, to the extent permissible under California Law, to indemnify such agents in excess of the indemnification expressly permitted by such Section 317.

Section 317 sets forth the provisions pertaining to the indemnification of corporate “agents.” For purposes of this law, an agent is any person who is or was a director, officer, employee or other agent of a corporation, or is or was serving at the request of Greater Bay in such capacity with respect to any other corporation, partnership, joint venture, trust or other enterprise. Section 317 mandates Greater Bay’s indemnification of agents where the agent’s defense is successful on the merits. In other cases, Section 317 allows Greater Bay to indemnify agents for expenses (including amounts paid to defend, settle or otherwise dispose of a threatened or pending action) if the indemnification is authorized by (1) a majority vote of a quorum of Greater Bay’s Board of Directors consisting of directors who are not party to the proceedings; (2) approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (3) the court in which the proceeding is or was pending upon application by certain designated parties. Under certain circumstances, Greater Bay can indemnify an agent even when the agent is found liable. Section 317 also allows Greater Bay to advance expenses to its agents for certain actions upon receiving an undertaking by the agent that he or she will reimburse Greater Bay if the agent is found liable. Greater Bay has entered into indemnification agreements with its directors and certain of its officers substantially to the foregoing effect. Greater Bay also maintains directors’ and officers’ liability insurance.

The resale registration rights agreement with respect to the offering of securities registered hereunder provides in certain instances, for indemnification of Greater Bay and its officers and directors who signed this registration statement by the holders of the securities registered hereunder, against certain liabilities including liabilities under the Securities Act of 1933.

II-1

Item 16.    Exhibits

(a)  Exhibits

3.1	Restated Articles of Incorporation, including Certificate of Determination of the Rights, Preferences, Privileges and Restrictions of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 filed as part of the Annual Report on Form 10-K filed on February 1, 2000 and Exhibit 4.1 filed as part of the Quarterly Report on Form 10-Q filed on April 23, 2002).
3.2	Bylaws of registrant (incorporated by reference to the identically numbered exhibit filed as part of the Registration Statement on Form S-4 filed on August 24, 2001; SEC File No. 333-68336).
4.1	Indenture dated as of April 24, 2002 between Greater Bay Bancorp and Wilmington Trust Company, as trustee.
4.2	Form of Zero Coupon Senior Convertible Contingent Debt Securities (CODES) due 2022 (included in Exhibit 4.1).
4.3	Resale Registration Rights Agreement among Greater Bay Bancorp, Lehman Brothers Inc. and Sandler O’Neill & Partners, L.P. dated as of April 24, 2002.
4.4	Rights Agreement concerning common stock and Series A preferred stock (incorporated by reference to Exhibit 1 of the Form 8-A filed on November 25, 1998; SEC File No. 000-25034).
5.1	Opinion and Consent of Linda M. Iannone, Esq.
8.1	Opinion and Consent of Manatt Phelps & Phillips, LLP as to certain U.S. federal tax matters.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Linda M. Iannone, Esq. (included in Exhibit 5.1 above).
23.3	Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 8.1 above).
24	A power of attorney is set forth on the signature page of the Registration Statement.
25.1	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the indenture.

II-2

Item 17.    Undertakings

The undersigned registrant hereby undertakes as follows:

(a)(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of the 1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however. That paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)  That, for purposes of determining any liability under the Securities Act of 1933, each filing of registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, trustee or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on July 22, 2002.

GREATER BAY BANCORP
By:	/s/    DAVID L. KALKBRENNER
	David L. Kalkbrenner President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints David L. Kalkbrenner and Steven C. Smith his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including pre- and post-effective amendments) to this Registration Statement on Form S-3, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    DAVID L. KALKBRENNER         David L. Kalkbrenner	President and Chief Executive Officer (Principal Executive Officer)	July 22, 2002
/s/    STEVEN C. SMITH           Steven C. Smith	Executive Vice President, Chief Administrative Officer and Chief Financial Officer (Principal Financial and Accounting Officer)	July 22, 2002
/s/    ROBERT A. ARCHER           Robert A. Archer	Director	July 22, 2002
Frederick J. de Grosz	Director
/s/    SUSAN B. FORD           Susan B. Ford	Director	July 22, 2002

II-4

Signature	Title	Date
/s/    JOHN M. GATTO         John M. Gatto	Director	July 22, 2002
/s/    JOHN J. HOUNSLOW       John J. Hounslow	Director	July 22, 2002
/s/    JAMES E. JACKSON       James E. Jackson	Director	July 22, 2002
/s/    STANLEY A. KANGAS       Stanley A. Kangas	Director	July 22, 2002
/s/    DANIEL C. LIBARLE       Daniel C. Libarle	Director	July 22, 2002
/s/    REX D. LINDSAY       Rex D. Lindsay	Director	July 22, 2002
/s/    ARTHUR K. LUND       Arthur K. Lund	Director	July 22, 2002
George M. Marcus	Director
/s/    DUNCAN L. MATTESON       Duncan L. Matteson	Director	July 22, 2002
/s/    GLEN MCLAUGHLIN       Glen McLaughlin	Director	July 22, 2002
/s/    LINDA R. MEIER       Linda R. Meier	Director	July 22, 2002
/s/    DONALD H. SEILER       Donald H. Seiler	Director	July 22, 2002
/s/    WARREN R. THOITS       Warren R. Thoits	Director	July 22, 2002

II-5

Signature	Title	Date
/s/    JAMES C. THOMPSON       James C. Thompson	Director	July 22, 2002
/s/    T. JOHN WHALEN       T. John Whalen	Director	July 22, 2002

II-6

INDEX TO EXHIBITS

3.1	Restated Articles of Incorporation, including Certificate of Determination of the Rights, Preferences, Privileges and Restrictions of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 filed as part of the Annual Report on Form 10-K filed on February 1, 2000 and Exhibit 4.1 filed as part of the Quarterly Report on Form 10-Q filed on April 23, 2002).
3.2	Bylaws of registrant (incorporated by reference to the identically numbered exhibit filed as part of the Registration Statement on Form S-4 filed on August 24, 2001; SEC File No. 333-68336).
4.1	Indenture dated as of April 24, 2002 between Greater Bay Bancorp and Wilmington Trust Company, as trustee.
4.2	Form of Zero Coupon Senior Convertible Contingent Debt Securities (CODES) due 2022 (included in Exhibit 4.1).
4.3	Resale Registration Rights Agreement among Greater Bay Bancorp, Lehman Brothers Inc. and Sandler O’Neill & Partners, L.P. dated as of April 24, 2002.
4.4	Rights Agreement concerning common stock and Series A preferred stock (incorporated by reference to Exhibit 1 of the Form 8-A filed on November 25, 1998; SEC File No. 000-25034).
5.1	Opinion and Consent of Linda M. Iannone, Esq.
8.1	Opinion and Consent of Manatt Phelps & Phillips, LLP as to certain U.S. federal tax matters.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Linda M. Iannone, Esq. (included in Exhibit 5.1 above).
23.3	Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 8.1 above).
24	A power of attorney is set forth on the signature page of the Registration Statement.
25.1	Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee under the indenture.

EX-4.1

                                                                     Exhibit 4.1




                               Greater Bay Bancorp



                    Zero Coupon Senior Convertible Contingent
                            Debt Securities due 2022

           ----------------------------------------------------------

                                    INDENTURE

                           Dated as of April 24, 2002

           ----------------------------------------------------------

                            Wilmington Trust Company

                                     TRUSTEE

           ----------------------------------------------------------



                                TABLE OF CONTENTS
                                -----------------



                                                                                                    Page
                                                                                                    ----
                                                                                                 
                             ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.1    Definitions ...............................................................        1
     Section 1.2    Other Definitions .........................................................        6
     Section 1.3    Incorporation by Reference of Trust Indenture Act .........................        7
     Section 1.4    Rules of Construction .....................................................        7
     Section 1.5    Acts of Holders ...........................................................        8

                                        ARTICLE II THE SECURITIES

     Section 2.1    Form and Dating ...........................................................        9
     Section 2.2    Execution and Authentication ..............................................       10
     Section 2.3    Registrar, Paying Agent and Conversion Agent ..............................       10
     Section 2.4    Paying Agent to Hold Money and Securities in Trust ........................       11
     Section 2.5    Securityholder Lists ......................................................       11
     Section 2.6    Transfer and Exchange .....................................................       11
     Section 2.7    Replacement Securities ....................................................       13
     Section 2.8    Outstanding Securities; Determinations of Holders' Action .................       13
     Section 2.9    Temporary Securities ......................................................       14
     Section 2.10   Cancellation ..............................................................       14
     Section 2.11   Persons Deemed Owners .....................................................       15
     Section 2.12   Global Securities .........................................................       15
     Section 2.13   CUSIP Numbers .............................................................       19
     Section 2.14   Ranking ...................................................................       20

                                     ARTICLE III REDEMPTION AND PURCHASES

     Section 3.1    Right to Redeem; Notices to Trustee .......................................       20
     Section 3.2    Selection of Securities to Be Redeemed ....................................       20
     Section 3.3    Notice of Redemption ......................................................       21
     Section 3.4    Effect of Notice of Redemption ............................................       21
     Section 3.5    Deposit of Redemption Price ...............................................       21
     Section 3.6    Securities Redeemed in Part ...............................................       22
     Section 3.7    Purchase of Securities at Option of the Holder ............................       22
     Section 3.8    Purchase of Securities at Option of the Holder upon Change in Control .....       24
     Section 3.9    Effect of Purchase Notice or Change in Control Purchase Notice ............       27
     Section 3.10   Deposit of Purchase Price or Change in Control Purchase Price .............       28
     Section 3.11   Securities Purchased in Part ..............................................       29
     Section 3.12   Covenant to Comply With Securities Laws Upon Purchase of Securities .......       29
     Section 3.13   Repayment to the Company ..................................................       29

                                             ARTICLE IV COVENANTS

     Section 4.1    Payment of Securities .....................................................       29




                                                                               2

                                                                 
         Section 4.2 SEC and Other Reports .................................  30
         Section 4.3 Compliance Certificate ................................  30
         Section 4.4 Further Instruments and Acts ..........................  30
         Section 4.5 Maintenance of Office or Agency .......................  30
         Section 4.6 Delivery of Certain Information .......................  31
         Section 4.7 Tax Treatment of Securities ...........................  31

                         ARTICLE V SUCCESSOR CORPORATION

         Section 5.1 When Company May Merge or Transfer Assets .............  31

                        ARTICLE VI DEFAULTS AND REMEDIES

         Section 6.1 Events of Default .....................................  32
         Section 6.2 Acceleration ..........................................  33
         Section 6.3 Other Remedies ........................................  34
         Section 6.4 Waiver of Past Defaults ...............................  34
         Section 6.5 Control by Majority ...................................  34
         Section 6.6 Limitation on Suits ...................................  35
         Section 6.7 Rights of Holders to Receive Payment ..................  35
         Section 6.8 Collection Suit by Trustee ............................  35
         Section 6.9 Trustee May File Proofs of Claim ......................  35
         Section 6.10 Priorities ...........................................  36
         Section 6.11 Undertaking for Costs ................................  36
         Section 6.12 Waiver of Stay, Extension or Usury Laws ..............  37

                               ARTICLE VII TRUSTEE

         Section 7.1 Duties of Trustee .....................................  37
         Section 7.2 Rights of Trustee .....................................  38
         Section 7.3 Individual Rights of Trustee ..........................  40
         Section 7.4 Trustee's Disclaimer ..................................  40
         Section 7.5 Notice of Defaults ....................................  40
         Section 7.6 Reports by Trustee to Holders .........................  40
         Section 7.7 Compensation and Indemnity ............................  40
         Section 7.8 Replacement of Trustee ................................  41
         Section 7.9 Successor Trustee by Merger ...........................  42
         Section 7.10 Eligibility; Disqualification ........................  42
         Section 7.11 Preferential Collection of Claims Against Company ....  42

                       ARTICLE VIII DISCHARGE OF INDENTURE

         Section 8.1 Discharge of Liability on Securities ..................  42
         Section 8.2 Repayment to the Company ..............................  42

                              ARTICLE IX AMENDMENTS

         Section 9.1 Without Consent of Holders ............................  43
         Section 9.2 With Consent of Holders ...............................  43
         Section 9.3 Compliance with Trust Indenture Act ...................  44

         





                                                                                                                                3
                                                                                                                            
         Section 9.4    Revocation and Effect of Consents, Waivers and Actions ...........................................     44
         Section 9.5    Notation on or Exchange of Securities ............................................................     44
         Section 9.6    Trustee to Sign Supplemental Indentures ..........................................................     44
         Section 9.7    Effect of Supplemental Indentures ................................................................     44

                                                       ARTICLE X CONVERSIONS

         Section 10.1   Conversion Privilege .............................................................................     45
         Section 10.2   Conversion Procedure; Conversion Price; Fractional Shares ........................................     46
         Section 10.3   Adjustments of Conversion Rate for Common Stock ..................................................     47
         Section 10.4   Consolidation or Merger of the Company ...........................................................     56
         Section 10.5   Notice of Adjustment .............................................................................     58
         Section 10.6   Notice in Certain Events .........................................................................     58
         Section 10.7   Company to Reserve Stock; Registration; Listing ..................................................     59
         Section 10.8   Taxes on Conversion ..............................................................................     59
         Section 10.9   Conversion After Record Date .....................................................................     59
         Section 10.10  Company Determination Final ......................................................................     60
         Section 10.11  Responsibility of Trustee for Conversion Provisions ..............................................     60
         Section 10.12  Unconditional Right of Holders to Convert ........................................................     60

                                                       ARTICLE XI MISCELLANEOUS

         Section 11.1   Trust Indenture Act Controls .....................................................................     61
         Section 11.2   Notices ..........................................................................................     61
         Section 11.3   Communication by Holders with Other Holders ......................................................     62
         Section 11.4   Certificate and Opinion as to Conditions Precedent ...............................................     62
         Section 11.5   Statements Required in Certificate or Opinion ....................................................     62
         Section 11.6   Separability Clause ..............................................................................     62
         Section 11.7   Rules by Trustee, Paying Agent, Conversion Agent and  Registrar ..................................     62
         Section 11.8   Legal Holidays ...................................................................................     62
         Section 11.9   GOVERNING LAW ....................................................................................     63
         Section 11.10  No Recourse Against Others .......................................................................     63
         Section 11.11  Successors .......................................................................................     63
         Section 11.12  Multiple Originals ...............................................................................     63




           INDENTURE dated as of April 24, 2002 between GREATER BAY BANCORP, a
California corporation ("Company"), and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as trustee ("Trustee").

           Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's Zero Coupon
Senior Convertible Contingent Debt Securities due 2022:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

           Section 1.1  Definitions
                        -----------

           "144A Global Security" means a permanent Global Security in the form
of the Security attached hereto as Exhibit A-1, and that is deposited with and
registered in the name of the Depositary, representing Securities sold in
reliance on Rule 144A under the Securities Act.

           "Accreted Conversion Price", with respect to a Security as of any
date, shall mean the quotient of (x) the sum of the Issue Price of the Security
plus the accreted Issue Discount on such security to such date, divided by (y)
the Conversion Rate then in effect.

           "additional amounts" shall have the meaning specified in the
Registration Rights Agreement.

           "Affiliate" of any specified person means any other person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

           "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

           "Average Conversion Value" means, with respect to any period, the sum
of the Conversion Values for each trading day during the period divided by the
number of trading days in the period.

           "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of such board.

           "Business Day" means, with respect to any Security, a day that in the
City of New York, is not a day on which banking institutions are authorized by
law or regulation to close or a day that is not a day on which the Corporate
Trust Office of the Trustee is closed for business.



                                                                               2

           "Calculation Agent" shall mean initially the Trustee and its
successors and assigns.

           "Capital Stock" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.

           "Certificated Securities" means Securities that are in the form of
the Securities attached hereto as Exhibit A-2.

           "Closing Price" of the shares of Common Stock on any date means the
closing per share sale price (or, if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and average ask prices) on such date as reported on
the Nasdaq National Market or, if the shares of Common Stock are not listed on
the Nasdaq National Market, as reported on the principal securities exchange or
inter-dealer quotation system on which the shares of Common Stock are then
quoted. In the absence of such quotations, the Company shall be entitled to
determine the sales price on the basis of such quotations as it considers
appropriate.

           "Common Stock" shall mean the shares of common stock, no par value
per share, of the Company as they exist on the date of this Indenture or any
other shares of Capital Stock of the Company into which such common stock shall
be reclassified or changed.

           "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

           "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any two Officers.

           "Conversion Period" means the period from and including the 30th
Trading Day in a fiscal quarter to, but not including, the 30th Trading Day in
the immediately following fiscal quarter.

           "Conversion Value" means, at any time, the product of (x) the Closing
Price at such time and (y) the then-current Conversion Rate.

           "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at c/o Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the Holders
and the Company).

           "Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.



                                                                               3
           "Ex-Dividend Time" means, with respect to any issuance or
distribution on shares of Common Stock, the first date on which the shares of
Common Stock trade regular way on the principal inter-dealer quotation system or
securities market on which the shares of Common Stock are then traded without
the right to receive such issuance or distribution.

           "Exchange Act" means the Securities Exchange Act of 1934, as amended.

           "Global Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-1, and to the extent that such
Securities are required to bear the Legend required by Section 2.6, such
Securities will be in the form of a 144A Global Security.

           "Holder" or "Securityholder" means a person in whose name a Security
is registered on the Registrar's books.

           "Indebtedness" means, without duplication, the principal or face
amount of (i) all obligations for borrowed money, (ii) all obligations evidenced
by debentures, notes or other similar instruments, (iii) all obligations in
respect of letters of credit or bankers acceptances or similar instruments (or
reimbursement obligations with respect thereto), (iv) all obligations to pay the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, (v) all obligations as lessee which
are capitalized in accordance with generally accepted accounting principles, and
(vi) all Indebtedness of others guaranteed by the Company or any of its
Subsidiaries or for which the Company or any of its Subsidiaries is legally
responsible or liable (whether by agreement to purchase indebtedness of, or to
supply funds or to invest in, others).

           "Indenture" means this Indenture, as amended or supplemented from
time to time in accordance with the terms hereof, including the provisions of
the TIA that are deemed to be a part hereof.

           "Initial Purchasers" means Lehman Brothers Inc. and Sandler O'Neill &
Partners, L.P., as initial purchasers under the Purchase Agreement.

           "Issue Date" of any Security means the date on which the Security was
originally issued or deemed issued as set forth on the face of the Security.

           "Issue Discount" of any Security means the difference between the
Issue Price and the Principal Amount at Maturity of the Security as set forth on
the face of the Security.

           "Issue Price" of any Security means, in connection with the original
issuance of such Security, the initial issue price at which the Security is sold
as set forth on the face of the Security.

           "Moody's" means Moody's Investor Services, Inc.

           "Officer" means the Chairman of the Board, the Vice Chairman, the
Chief Executive Officer, the President, any Executive Vice President, any Senior
Vice President, any Vice President, the Treasurer or the Secretary or any
Assistant Treasurer or Assistant Secretary of the Company.


                                                                               4

           "Officers' Certificate" means a written certificate containing the
information specified in Sections 11.4 and 11.5, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.3 shall be signed by an authorized
financial or accounting Officer of the Company but need not contain the
information specified in Sections 11.4 and 11.5.

           "Opinion of Counsel" means a written opinion containing the
information specified in Sections 11.4 and 11.5, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company or the Trustee.

           "Outstanding", when used with respect to a Security, means, as of the
date of determination, all Securities heretofore authenticated and delivered
under this Indenture, except Securities:

           (1) previously canceled by the Trustee or delivered to the Trustee
for cancellation;

           (2) for the payment or redemption of which money in the necessary
amount has been previously deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the Holders of such
Securities; provided, however, that if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture; and

           (3) which have been paid in exchange for or in lieu of other
Securities which have been authenticated and delivered pursuant to this
Indenture, other than any such Security in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company.

           "person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, or government or any agency or political
subdivision thereof.

           "Principal Amount at Maturity" of a Security means the Principal
Amount at Maturity as set forth on the face of the Security.

           "Purchase Agreement" means the Purchase Agreement, dated as of April
18, 2002, among the Company and the Initial Purchasers relating to the offering
and sale of the Securities.

           "Redemption Date" or "redemption date" shall mean the date specified
for redemption of the Securities in accordance with the terms of the Securities
and this Indenture.

           "Redemption Price" or "redemption price" shall have the meaning set
forth in paragraph 5 of the Securities.

           "Registration Rights Agreement" means the Resale Registration Rights
Agreement dated as of April 24, 2002 among the Company and the Initial
Purchasers.



                                                                               5

           "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer of the Trustee within the Corporate Trust Office of the
Trustee with direct responsibility for the administration of this Indenture and
shall also mean, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such person's knowledge of
and familiarity with the particular subject.

           "Restricted Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibits A-1
and A-2 of this Indenture.

           "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

           "SEC" means the Securities and Exchange Commission.

           "Securities" means any of the Company's Zero Coupon Senior
Convertible Contingent Debt Securities (CODESSM) due 2022, as amended or
supplemented from time to time, issued under this Indenture.

           "Securities Act" means the Securities Act of 1933, as amended.

           "Securityholder" or "Holder" means a person in whose name a Security
is registered on the Registrar's books.

           "Standard & Poor's" means Standard & Poor's Rating Services.

           "Stated Maturity", when used with respect to any Security, means the
date specified in such Security as the fixed date on which an amount equal to
the Principal Amount at Maturity of such Security is due and payable.

           "Subsidiary" means any person of which at least a majority of the
outstanding Voting Stock shall at the time directly or indirectly be owned or
controlled by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries.

           "TIA" means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

           "trading day" means a day during which trading in securities
generally occurs on the Nasdaq National Market or, if the Common Stock is not
listed on the Nasdaq National Market, on the principal other national or
regional securities exchange on which the Common Stock then is listed or, if the
Common Stock is not listed on a national or regional securities exchange, on the
principal other market or inter-dealer quotation system on which the Common
Stock is then traded.

           "Trading Price" of the Securities on any date of determination means:

           (1) the average of the secondary market bid quotations per Securities
obtained by the Company or the Calculation Agent for $10,000,000 principal
amount of the Securities at approximately 3:30 p.m., New York City time, on such
determination date from three independent nationally recognized securities
dealers selected by the Company;



                                                                               6

          (2) if at least three such bids cannot reasonably be obtained by the
Company or the Calculation Agent, but two such bids are obtained, then the
average of the two bids shall be used;

          (3) if only one such bid can reasonably be obtained by the Company or
the Calculation Agent, this one bid shall be used; or

          (4) if the Company or the Calculation Agent cannot reasonably obtain
at least one bid for $10,000,000 principal amount of the Securities from a
nationally recognized securities dealer or in the Company's reasonable judgment,
the bid quotations are not indicative of the secondary market value of the
Securities, then the Trading Price of the Securities will equal (i) the
then-applicable Conversion Rate of the Securities multiplied by (ii) the Closing
Price of the Company's Common Stock on such determination date, appropriately
adjusted.

          "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

          "Voting Stock" of a person means Capital Stock of such person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

          Section 1.2 Other Definitions
          -----------------------------

          Term Section:                                              Defined in:

          "Agent Members" ....................................         2.12(e)
          "Associate" ........................................          3.8(a)
          "beneficial owner" .................................          3.8(a)
          "cash" .............................................          3.7(c)
          "Change in Control" ................................          3.8(a)
          "Change in Control Purchase Date" ..................          3.8(a)
          "Change in Control Purchase Notice" ................          3.8(a)
          "Change in Control Purchase Price" .................          3.8(a)
          "Company Notice" ...................................          3.7(d)
          "Company Notice Date" ..............................          3.7(c)
          "Continuing Directors" .............................          3.8(a)
          "Conversion Agent" .................................          2.3
          "Conversion Rate" ..................................         10.1
          "Current Market Price" .............................         10.3
          "Depositary" .......................................          2.1(a)
          "distributed assets" ...............................         10.3
          "DTC" ..............................................          2.1(a)
          "Event of Default" .................................          6.1
          "Excess Amount" ....................................         10.3
          "Expiration Time" ..................................         10.3
          "Fair Market Value" ................................         10.3



                                                                               7

          Term Section:                                             Defined in:
          "Legal Holiday" ......................................        11.8
          "Legend" .............................................         2.6(f)
          "Non-Electing Share" .................................        10.4
          "Notice of Default" ..................................         6.1
          "Paying Agent" .......................................         2.3
          "Purchase Date" ......................................         3.7(a)
          "Purchase Notice" ....................................         3.7(a)
          "Purchase Price" .....................................         3.7(a)
          "QIB" ................................................         2.1(a)
          "Record Date" ........................................        10.3
          "Reference Period" ...................................        10.3
          "Registrar" ..........................................         2.3
          "Rule 144A Information" ..............................         4.6
          "Spin-Off" ...........................................        10.8
          "Trigger Event" ......................................        10.3

          Section 1.3 Incorporation by Reference of Trust Indenture Act.
          -------------------------------------------------------------
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

          Section 1.4 Rules of Construction. Unless the context otherwise
          ---------------------------------
requires:

               (1)  a term has the meaning assigned to it;

               (2)  an accounting term not otherwise defined has the meaning
          assigned to it in accordance with generally accepted accounting
          principles as in effect from time to time;

               (3)  "or" is not exclusive;

               (4)  "including" means including, without limitation; and




                                                                               8

               (5)  words in the singular include the plural, and words in the
          plural include the singular.

          Section 1.5 Acts of Holders. (a) Any request, demand, authorization,
          ---------------------------
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

          (c)  The ownership of Registered Securities shall be proved by the
Register.

          (d)  Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

          (e)  If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.



                                                                               9

                                   ARTICLE II

                                 THE SECURITIES

          Section 2.1 Form and Dating. The Securities and the Trustee's
          ---------------------------
certificate of authentication shall be substantially in the form of Exhibits A-1
and A-2, which are a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule or usage (provided
that any such notation, legend or endorsement required by usage is in a form
acceptable to the Company). The Company shall provide any such notations,
legends or endorsements to the Trustee in writing. Each Security shall be dated
the date of its authentication.

          (a)  144A Global Securities. Securities offered and sold within the
               ----------------------
United States to qualified institutional buyers as defined in Rule 144A ("QIBs")
in reliance on Rule 144A shall be issued, initially in the form of a 144A Global
Security, which shall be deposited with the Trustee at its Corporate Trust
Office, as custodian for the Depositary and registered in the name of The
Depository Trust Company ("DTC") or the nominee thereof (such depositary, or any
successor thereto, and any such nominee being hereinafter referred to as the
"Depositary"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the 144A Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary as hereinafter provided.

          (b)  Global Securities in General. Each Global Security shall
               ----------------------------
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, redemptions and conversions.

          Any adjustment of the aggregate principal amount of a Global Security
to reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.12 hereof and
shall be made on the records of the Trustee and the Depositary.

          (c)  Book-Entry Provisions. This Section 2.1(c) shall apply only to
               ---------------------
Global Securities deposited with or on behalf of the Depositary.

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(c), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE




                                                                              10

DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF."

          (d)  Certificated Securities. Securities not issued as interests in
the Global Securities will be issued in certificated form substantially in the
form of Exhibit A-2 attached hereto.

          Section 2.2 Execution and Authentication. The Securities shall be
          ----------------------------------------
executed on behalf of the Company by any Officer. The signature of the officer
on the Securities may be manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at the time of the execution of the Securities the proper Officers of
the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of
authentication of such Securities.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

          The Trustee shall authenticate and deliver Securities for original
issue in an aggregate Principal Amount at Maturity of up to $375,452,000 upon
one or more Company Orders without any further action by the Company. The
aggregate Principal Amount at Maturity of Securities outstanding at any time may
not exceed the amount set forth in the foregoing sentence, except as provided in
Section 2.7.

          The Securities shall be issued only in registered form without coupons
and only in denominations of $1,000 of Principal Amount at Maturity and any
integral multiple thereof.

          Section 2.3 Registrar, Paying Agent and Conversion Agent. The Company
          --------------------------------------------------------
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term Paying Agent includes any additional paying agent, including
any named pursuant to Section 4.5. The term



                                                                              11

Conversion Agent includes any additional conversion agent, including any named
pursuant to Section 4.5.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent, Calculation Agent or co-registrar (in
each case, if such person is a person other than the Trustee). The agreement
shall implement the provisions of this Indenture that relate to such agent. The
Company shall notify the Trustee of the name and address of any such agent. If
the Company fails to maintain a Registrar, Paying Agent, Calculation Agent or
Conversion Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.7. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar,
Conversion Agent or co-registrar. The Calculation Agent may not be an Affiliate
of the Company or any Subsidiary thereof.

          The Company initially appoints the Trustee as Registrar, Conversion
Agent, Calculation Agent and Paying Agent in connection with the Securities. The
Trustee may resign from any or all of such appointments upon 30 days' written
notice to the Company.

          Section 2.4 Paying Agent to Hold Money and Securities in Trust. Except
          --------------------------------------------------------------
as otherwise provided herein, on or prior to each due date of payments in
respect of any Security, the Company shall deposit with the Paying Agent a sum
of money (in immediately available funds if deposited on the due date) or Common
Stock sufficient to make such payments when so becoming due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money and Common Stock held by the Paying Agent for the making of
payments in respect of the Securities and shall notify the Trustee of any
default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money and Common Stock
so held in trust. If the Company, a Subsidiary or an Affiliate of either of them
acts as Paying Agent, it shall segregate the money and Common Stock held by it
as Paying Agent and hold it as a separate trust fund. The Company at any time
may require a Paying Agent to pay all money and Common Stock held by it to the
Trustee and to account for any funds and Common Stock disbursed by it. Upon
doing so, the Paying Agent shall have no further liability for the money or
Common Stock.

          Section 2.5 Securityholder Lists. The Trustee shall preserve in as
          --------------------------------
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semiannually on May 1 and November 1 a listing of Securityholders dated within
15 days of the date on which the list is furnished and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

          Section 2.6 Transfer and Exchange. (a) Subject to Section 2.12 hereof,
          ---------------------------------
(a) upon surrender for registration of transfer of any Security, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Securityholder or such Securityholder's attorney duly authorized in writing,
at the office or agency of the Company designated as Registrar or co-registrar
pursuant to Section 2.3, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees,



                                                                              12

one or more new Securities of any authorized denomination or denominations, of a
like aggregate Principal Amount at Maturity. The Company shall not charge a
service charge for any registration of transfer or exchange, but the Company may
require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges that may be imposed in connection with the transfer or
exchange of the Securities from the Securityholder requesting such transfer or
exchange.

          At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount at Maturity, upon surrender of the Securities to be exchanged,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

          The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Purchase Notice or Change in
Control Purchase Notice has been given and not withdrawn by the Holder thereof
in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

          (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.6(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

          (c) Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

          (d) Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

          (e) No Registrar shall be required to make registrations of transfer
or exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

          (f) If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the form of Security attached hereto as Exhibits A-1 and A-
2 setting forth such restrictions (collectively, the "Legend"), or if a request
is made to remove the Legend on a Security, the Securities so issued shall bear
the Legend, or the Legend shall not be removed, as the case may be, unless there
is delivered to the Company and the Registrar such satisfactory evidence, which
shall include an Opinion of Counsel, as may be reasonably required by the
Company and the Registrar, that



                                                                              13

neither the Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule
144A or Rule 144 under the Securities Act or that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Company to
the Trustee and registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
at the written direction of the Company, shall authenticate and deliver a
Security that does not bear the Legend. If the Legend is removed from the face
of a Security and the Security is subsequently held by an Affiliate of the
Company, the Legend shall be reinstated.

          Section 2.7 Replacement Securities. If (a) any mutilated Security is
          ----------------------------------
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and Principal Amount at Maturity, bearing a number not
contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article 3 hereof, the Company in its discretion may, instead
of issuing a new Security, pay or purchase such Security, as the case may be.

          Upon the issuance of any new Securities under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

          Section 2.8 Outstanding Securities; Determinations of Holders' Action.
          ---------------------------------------------------------------------
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those cancelled by it, those paid pursuant to Section 2.7
delivered to it for cancellation and those described in this Section 2.8 as not
outstanding. A Security does not cease to be outstanding because the Company or
an Affiliate thereof holds the Security; provided, however, that in determining
whether the Holders of the requisite Principal Amount at Maturity of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be



                                                                              14

outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Subject to the foregoing,
only Securities outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).

          If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

          If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Issue Discount and interest, if any, on such
Securities shall cease to accrete; provided, that if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made.

          If a Security is converted in accordance with Article 10, then from
and after the time of conversion on the Conversion Date, such Security shall
cease to be outstanding and Issue Discount and interest, if any, shall cease to
accrete or accrue on such Security.

          Section 2.9  Temporary Securities. Pending the preparation of
          ---------------------------------
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.3,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like Principal Amount at
Maturity of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities.

          Section 2.10 Cancellation. All Securities surrendered for payment,
          -------------------------
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange (other than Securities exchanged pursuant
to Section 10.2) shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. The



                                                                              15

Company may not issue new Securities to replace Securities it has paid or
delivered to the Trustee for cancellation or that any Holder has converted
pursuant to Article 10. No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of by the Trustee in accordance with the Trustee's
customary procedure.

          Section 2.11 Persons Deemed Owners. Prior to due presentment of a
          ----------------------------------
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of the Security or the payment of any Redemption Price, Purchase Price
or Change in Control Purchase Price in respect thereof, and interest thereon,
for the purpose of conversion and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary.

          Section 2.12 Global Securities. (a) Notwithstanding any other
          ------------------------------
provisions of this Indenture or the Securities, (A) transfers of a Global
Security, in whole or in part, shall be made only in accordance with Section 2.6
and Section 2.12(a)(i), (B) transfers of a beneficial interest in a Global
Security for a Certificated Security shall comply with Section 2.6 and Section
2.12(a)(ii) below, and (C) transfers of a Certificated Security shall comply
with Section 2.6 and Section 2.12(a)(iii) and (iv) below.

                  (i)  Transfer of Global Security. A Global Security may not be
                       ---------------------------
transferred, in whole or in part, to any Person other than the Depositary or a
nominee or any successor thereof, and no such transfer to any such other Person
may be registered; provided that this clause (i) shall not prohibit any transfer
of a Security that is issued in exchange for a Global Security but is not itself
a Global Security. No transfer of a Security to any Person shall be effective
under this Indenture or the Securities unless and until such Security has been
registered in the name of such Person. Nothing in this Section 2.12(a)(i) shall
prohibit or render ineffective any transfer of a beneficial interest in a Global
Security effected in accordance with the other provisions of this Section
2.12(a).

                  (ii) Restrictions on Transfer of a Beneficial Interest in a
                       ------------------------------------------------------
Global Security for a Certificated Security. A beneficial interest in a Global
- -------------------------------------------
Security may not be exchanged for a Certificated Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a transfer of a beneficial interest in a Global Security in accordance with
Applicable Procedures for a Certificated Security in the form satisfactory to
the Trustee, together with:

                       (A) so long as the Securities are Restricted Securities,
     certification in the form set forth in Exhibit B-1;

                       (B) written instructions to the Trustee from the Company
     to make, or direct the Registrar to make, an adjustment on its books and
     records with respect to such Global Security to reflect a decrease in the
     aggregate Principal Amount of the Securities represented by the Global
     Security, such instructions to contain information regarding the Depositary
     account to be credited with such decrease; and



                                                                              16

                        (C)  if the Company or Registrar so requests, an opinion
         of counsel or other evidence reasonably satisfactory to them as to the
         compliance with the restrictions set forth in the Legend, then the
         Trustee shall cause, or direct the Registrar to cause, in accordance
         with the standing instructions and procedures existing between the
         Depositary and the Registrar, the aggregate Principal Amount at
         Maturity of Securities represented by the Global Security to be
         decreased by the aggregate Principal Amount at Maturity of the
         Certificated Security to be issued, shall issue such Certificated
         Security and shall debit or cause to be debited to the account of the
         Person specified in such instructions a beneficial interest in the
         Global Security equal to the Principal Amount at Maturity of the
         Certificated Security so issued.

                 (iii)  Transfer and Exchange of Certificated Securities. When
                        ------------------------------------------------
Certificated Securities are presented by a Holder to the Registrar with a
request:

                 (y)    to register the transfer of such Certificated
         Securities; or

                 (z)    to exchange such Certificated Securities for an equal
         Principal Amount at Maturity of Certificated Securities of other
         authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificated Securities surrendered for transfer or exchange:

                 (1)    shall be duly endorsed or accompanied by a written
                        instrument of transfer in form reasonably satisfactory
                        to the Company and the Registrar, duly executed by the
                        Holder thereof or his attorney duly authorized in
                        writing; and

                 (2)    so long as such Securities are Restricted Securities,
                        such Securities are being transferred or exchanged
                        pursuant to an effective registration statement under
                        the Securities Act or pursuant to clause (A), (B) or (C)
                        below, and are accompanied by the following additional
                        information and documents, as applicable:

                             (A) if such Certificated Securities are being
                        delivered to the Registrar by a Holder for registration
                        in the name of such Holder, without transfer, a
                        certification from such Holder to that effect; or

                             (B) if such Certificated Securities are being
                        transferred to the Company, a certification to that
                        effect; or

                             (C) if such Certificated Securities are being
                        transferred pursuant to an exemption from registration
                        (i) a certification to that effect (in the form set
                        forth in Exhibit B-1, if applicable) and (ii) if the
                        Company or Registrar so requests, an opinion of counsel
                        or other evidence reasonably satisfactory to them as to
                        the compliance with the restrictions set forth in the
                        Legend.



                                                                              17

                       (iv) Restrictions on Transfer of a Certificated Security
                            ---------------------------------------------------
         for a Beneficial Interest in a Global Security. A Certificated Security
         ----------------------------------------------
         may not be exchanged for a beneficial interest in a Global Security
         except upon satisfaction of the requirements set forth below.

                  Upon receipt by the Trustee of a Certificated Security, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Trustee, together with:

                  (I)  so long as the Securities are Restricted
                  Securities, certification, in the form set forth in
                  Exhibit B-1, that such Certificated Security is
                  being transferred to a QIB in accordance with Rule
                  144A; and

                  (II) written instructions directing the Trustee to
                  make, or to direct the Registrar to make, an
                  adjustment on its books and records with respect to
                  such Global Security to reflect an increase in the
                  aggregate Principal Amount at Maturity of the
                  Securities represented by the Global Security, such
                  instructions to contain information regarding the
                  Depositary account to be credited with such
                  increase, then the Trustee shall cancel such
                  Certificated Security and cause, or direct the
                  Registrar to cause, in accordance with the standing
                  instructions and procedures existing between the
                  Depositary and the Registrar, the aggregate
                  Principal Amount at Maturity of Securities
                  represented by the Global Security to be increased
                  by the aggregate Principal Amount at Maturity of the
                  Certificated Security to be exchanged, and shall
                  credit or cause to be credited to the account of the
                  Person specified in such instructions a beneficial
                  interest in the Global Security equal to the
                  Principal Amount at Maturity of the Certificated
                  Security so cancelled. If no Global Securities are
                  then outstanding, the Company shall issue and the
                  Trustee shall authenticate, upon written order of
                  the Company in the form of an Officers' Certificate,
                  a new Global Security in the appropriate Principal
                  Amount at Maturity.

                  (b)  Subject to the succeeding paragraph, every Security shall
be subject to the restrictions on transfer provided in the Legend including the
delivery of an opinion of counsel, if so provided. Whenever any Restricted
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a certificate in substantially the form set
forth in Exhibit B-1, dated the date of such surrender and signed by the Holder
of such Security, as to compliance with such restrictions on transfer. The
Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.

                  (c)  The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred in compliance with Rule 144 under



                                                                              18

the Securities Act (or any successor provision thereto) or, if earlier, upon the
expiration of the holding period applicable to sales thereof under Rule 144(k)
under the Securities Act (or any successor provision). Any Security as to which
such restrictions on transfer shall have expired in accordance with their terms
or shall have terminated may, upon a surrender of such Security for exchange to
the Registrar in accordance with the provisions of this Section 2.12
(accompanied, in the event that such restrictions on transfer have terminated by
reason of a transfer in compliance with Rule 144 or any successor provision, by
an opinion of counsel having substantial experience in practice under the
Securities Act and otherwise reasonably acceptable to the Company, addressed to
the Company and in form acceptable to the Company, to the effect that the
transfer of such Security has been made in compliance with Rule 144 or such
successor provision), be exchanged for a new Security, of like tenor and
aggregate Principal Amount at Maturity, which shall not bear the restrictive
Legend. The Company shall inform the Trustee of the effective date of any
registration statement registering the Securities under the Securities Act. The
Trustee shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the aforementioned opinion of counsel or
registration statement.

         (d) As used in the preceding two paragraphs of this Section 2.12, the
term "transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

         (e) The provisions of clauses (1), (2), (3), (4) and (5) below shall
apply only to Global Securities:

             (1)  Notwithstanding any other provisions of this Indenture or the
                  Securities, except as provided in Section 2.12(a)(ii), a
                  Global Security shall not be exchanged in whole or in part for
                  a Security registered in the name of any Person other than the
                  Depositary or one or more nominees thereof, provided that a
                  Global Security may be exchanged for Securities registered in
                  the names of any person designated by the depositary in the
                  event that (i) the Depositary has notified the Company that it
                  is unwilling or unable to continue as Depositary for such
                  Global Security or such Depositary has ceased to be a
                  "clearing agency" registered under the Exchange Act, and a
                  successor Depositary is not appointed by the Company within 90
                  days or (ii) an Event of Default has occurred and is
                  continuing with respect to the Securities. Any Global Security
                  exchanged pursuant to clause (i) above shall be so exchanged
                  in whole and not in part, and any Global Security exchanged
                  pursuant to clause (ii) above may be exchanged in whole or
                  from time to time in part as directed by the Depositary. Any
                  Security issued in exchange for a Global Security or any
                  portion thereof shall be a Global Security; provided that any
                  such Security so issued that is registered in the name of a
                  Person other than the Depositary or a nominee thereof shall
                  not be a Global Security.

             (2)  Securities issued in exchange for a Global Security or any
                  portion thereof shall be issued in definitive, fully
                  registered form, without interest coupons, shall have an
                  aggregate Principal Amount at



                                                                              19

                  Maturity equal to that of such Global Security or portion
                  thereof to be so exchanged, shall be registered in such names
                  and be in such authorized denominations as the Depositary
                  shall designate and shall bear the applicable legends provided
                  for herein. Any Global Security to be exchanged in whole shall
                  be surrendered by the Depositary to the Trustee, as Registrar.
                  With regard to any Global Security to be exchanged in part,
                  either such Global Security shall be so surrendered for
                  exchange or, if the Trustee is acting as custodian for the
                  Depositary or its nominee with respect to such Global
                  Security, the Principal Amount at Maturity thereof shall be
                  reduced, by an amount equal to the portion thereof to be so
                  exchanged, by means of an appropriate adjustment made on the
                  records of the Trustee. Upon any such surrender or adjustment,
                  the Trustee shall authenticate and deliver the Security
                  issuable on such exchange to or upon the order of the
                  Depositary or an authorized representative thereof.

             (3)  Subject to the provisions of clause (5) below, the registered
                  Holder may grant proxies and otherwise authorize any Person,
                  including Agent Members (as defined below) and persons that
                  may hold interests through Agent Members, to take any action
                  which a holder is entitled to take under this Indenture or the
                  Securities.

             (4)  In the event of the occurrence of any of the events specified
                  in clause (1) above, the Company will promptly make available
                  to the Trustee a reasonable supply of Certificated Securities
                  in definitive, fully registered form, without interest
                  coupons.

             (5)  Neither any members of, or participants in, the Depositary
                  (collectively, the "Agent Members") nor any other Persons on
                  whose behalf Agent Members may act shall have any rights under
                  this Indenture with respect to any Global Security registered
                  in the name of the Depositary or any nominee thereof, or under
                  any such Global Security, and the Depositary or such nominee,
                  as the case may be, may be treated by the Company, the Trustee
                  and any agent of the Company or the Trustee as the absolute
                  owner and holder of such Global Security for all purposes
                  whatsoever. Notwithstanding the foregoing, nothing herein
                  shall prevent the Company, the Trustee or any agent of the
                  Company or the Trustee from giving effect to any written
                  certification, proxy or other authorization furnished by the
                  Depositary or such nominee, as the case may be, or impair, as
                  between the Depositary, its Agent Members and any other person
                  on whose behalf an Agent Member may act, the operation of
                  customary practices of such Persons governing the exercise of
                  the rights of a holder of any Security.

     Section 2.13 CUSIP Numbers. The Company may issue the Securities with one
     --------------------------
or more "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice



                                                                              20

may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

          Section 2.14 Ranking. The indebtedness of the Company arising under or
          --------------------
in connection with this Indenture and every outstanding Security issued under
this Indenture from time to time constitutes and will constitute a senior
unsecured general obligation of the Company, ranking equally with other existing
and future senior unsecured Indebtedness of the Company and ranking senior in
right of payment to any future Indebtedness of the Company that is expressly
made subordinate to the Securities by the terms of such Indebtedness.

                                  ARTICLE III

                            REDEMPTION AND PURCHASES

          Section 3.1 Right to Redeem; Notices to Trustee. The Company, at its
          -----------------------------------------------
option, may redeem the Securities in accordance with the provisions of paragraph
5 of the Securities. If the Company elects to redeem Securities pursuant to
paragraph 5 of the Securities, it shall notify the Trustee in writing of the
Redemption Date, the Principal Amount at Maturity of Securities to be redeemed
and the Redemption Price.

          The Company shall give the notice to the Trustee provided for in this
Section 3.1 by a Company Order, at least 45 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

          Section 3.2 Selection of Securities to Be Redeemed. If less than all
          --------------------------------------------------
the Securities are to be redeemed, unless the procedures of the Depositary
provide otherwise, the Trustee shall select the Securities to be redeemed on a
pro rata basis (so long as such method is not prohibited by the rules of any
stock exchange on which the Securities are then listed). The Trustee shall make
the selection at least 15 days but not more than 60 days before the Redemption
Date from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the Principal Amount at Maturity
of Securities that have denominations larger than $1,000.

          Securities and portions of them the Trustee selects shall be in
Principal Amounts at Maturity of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

          If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed may be treated by
the Trustee as outstanding for the purpose of such selection.



                                                                              21

          Section 3.3 Notice of Redemption. At least 20 days but not more than
          --------------------------------
60 days before a Redemption Date, the Company shall mail a notice of redemption
by first-class mail, postage prepaid, to each Holder of Securities to be
redeemed.

          The notice shall identify the Securities to be redeemed (including the
CUSIP number(s)) and shall state:

          (1)   the Redemption Date;

          (2)   the Redemption Price;

          (3)   the Conversion Rate;

          (4)   the name and address of the Paying Agent and Conversion Agent;

          (5)   that Securities called for redemption may be converted at any
                time before the close of business on the date that is two
                Business Days prior to the Redemption Date;

          (6)   that Holders who want to convert Securities must satisfy the
                requirements set forth in paragraph 8 of the Securities;

          (7)   that Securities called for redemption must be surrendered to the
                Paying Agent to collect the Redemption Price;

          (8)   if fewer than all the outstanding Securities are to be redeemed,
                the certificate numbers, if any, and Principal Amounts at
                Maturity of the particular Securities to be redeemed;

          (9)   that, unless the Company defaults in making payment of such
                Redemption Price, Issue Discount on Securities called for
                redemption will cease to accrete on and after the Redemption
                Date; and

          (10)  the CUSIP number of the Securities.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least three Business Days prior to the date by
which such notice of redemption must be given to Holders in accordance with this
Section 3.3.

          Section 3.4 Effect of Notice of Redemption. Once notice of redemption
          ------------------------------------------
is given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Securities which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice.

          Section 3.5 Deposit of Redemption Price. Prior to 10:00 a.m. (New York
          ---------------------------------------
City Time), on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed



                                                                              22

on that date other than Securities or portions of Securities called for
redemption which on or prior thereto have been delivered by the Company to the
Trustee for cancellation or have been converted. The Paying Agent shall as
promptly as practicable return to the Company any money not required for that
purpose because of conversion of Securities pursuant to Article 10. If such
money is then held by the Company in trust and is not required for such purpose
it shall be discharged from such trust.

           Section 3.6 Securities Redeemed in Part. Upon surrender of a Security
           ---------------------------------------
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount at Maturity to the unredeemed portion of
the Security surrendered.

           Section 3.7 Purchase of Securities at Option of the Holder. (a)
           ----------------------------------------------------------
General. Securities shall be purchased by the Company pursuant to paragraph 6 of
the Securities at the option of the Holder as of April 24, 2004, April 24, 2007,
April 24, 2012 and April 24, 2017 (each, a "Purchase Date"), at the purchase
price set forth below (each, a "Purchase Price", as applicable):

                                        Purchase Price per $1,000
                Purchase Date         Principal Amount at Maturity
           -----------------------   ------------------------------
               April 24, 2004                   $668.49
               April 24, 2007                   $714.90
               April 24, 2012                   $799.52
               April 24, 2017                   $894.16

The foregoing Purchase Prices are equal to the Issue Price plus accreted Issue
Discount to the applicable Purchase Date. If, prior to a Purchase Date, the
Securities have been converted to semiannual coupon Securities following the
occurrence of a Tax Event pursuant to paragraph 1 of the Securities, the
Purchase Price will be equal to the restated principal amount plus accrued and
unpaid interest from the date of conversion to semiannual coupon Securities to
the Purchase Date. Purchases of Securities hereunder shall be made, at the
option of the Holder thereof, upon:

                    (1)  delivery to the Paying Agent by the Holder of a written
                         notice of purchase (a "Purchase Notice") at any time
                         from the opening of business on the date that is 20
                         Business Days prior to a Purchase Date until the close
                         of business on the third Business Day prior to such
                         Purchase Date stating:

                              (A) the certificate number of the Security which
                         the Holder will deliver to be purchased;

                              (B) the portion of the Principal Amount at
                         Maturity of the Security which the Holder will deliver
                         to be purchased, which portion must be in principal
                         amounts of maturity of $1,000 or an integral multiple
                         thereof;



                                                                              23

                         (C) that such Security shall be purchased as of the
                     Purchase Date pursuant to the terms and conditions
                     specified in paragraph 6 of the Securities and in this
                     Indenture; and

                         (D) delivery of such Security to the Paying Agent prior
                     to, on or after the Purchase Date (together with all
                     necessary endorsements) at the offices of the Paying Agent,
                     such delivery being a condition to receipt by the Holder of
                     the Purchase Price therefor; provided, however, that such
                     Purchase Price shall be so paid pursuant to this Section
                     3.7 only if the Security so delivered to the Paying Agent
                     shall conform in all respects to the description thereof in
                     the related Purchase Notice, as determined by the Company.

           The Company shall purchase from the Holder thereof, pursuant to this
Section 3.7, a portion of a Security, if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

           Any purchase by the Company contemplated pursuant to the provisions
of this Section 3.7 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Purchase Date and
the time of delivery of the Security.

           Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.7(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.9.

           The Paying Agent shall promptly notify the Company of the receipt by
it of any Purchase Notice or written notice of withdrawal thereof.

           (b) Certificate to Trustee. At least three Business Days before each
               ----------------------
Company Notice Date, the Company shall deliver an Officers' Certificate to the
Trustee specifying:

               (i)   the information required by Section 3.7(d); and

               (ii)  whether the Company desires the Trustee to give the Company
      Notice required by Section 3.7(d).

           (c) Purchase Price. The Purchase Price of Securities in respect of
               --------------
which a Purchase Notice has been given shall be paid by the Company in U.S.
legal tender ("cash") equal to the aggregate Purchase Price of such Securities.
The Company Notice, as provided in Section 3.7(d), shall be sent to Holders (and
to beneficial owners as required by applicable law) not less than 20 Business
Days prior to such Purchase Date (the "Company Notice Date").

           (d) Company Notice. In connection with any purchase of Securities
               --------------
pursuant to paragraph 6 of the Securities, the Company shall give notice to
Holders setting forth information specified in this Section 3.7(d) (the "Company
Notice").



                                                                              24

           Each Company Notice shall include a form of Purchase Notice to be
completed by a Securityholder and shall state:

                (i)    the Purchase Price and the Conversion Rate;

                (ii)   the name and address of the Paying Agent and the
      Conversion Agent;

                (iii)  that Securities as to which a Purchase Notice has been
      given may be converted if they are otherwise convertible only in
      accordance with Article 10 hereof and paragraph 8 of the Securities if the
      applicable Purchase Notice has been withdrawn in accordance with the terms
      of this Indenture;

                (iv)   that Securities must be surrendered to the Paying Agent
      to collect payment;

                (v)    that the Purchase Price for any security as to which a
      Purchase Notice has been given and not withdrawn will be paid promptly
      following the later of the Purchase Date and the time of surrender of such
      Security as described in (iv);

                (vi)   the procedures the Holder must follow to exercise rights
      under Section 3.7 and a brief description of those rights;

                (vii)  briefly, the conversion rights of the Securities;

                (viii) the procedures for withdrawing a Purchase Notice;

                (ix)   that, unless the Company defaults in making payment on
      Securities for which a Purchase Notice has been submitted, Issue Discount
      on such Securities will cease to accrue on the Purchase Date; and

                (x)    the CUSIP number of the Securities.

           At the Company's request, the Trustee shall give such Company Notice
in the Company's name and at the Company's expense; provided, however, that, in
all cases, the text of such Company Notice shall be prepared by the Company.

           (e) Procedure upon Purchase. The Company shall deposit cash, at the
               -----------------------
time and in the manner as provided in Section 3.10, sufficient to pay the
aggregate Purchase Price of all Securities to be purchased pursuant to this
Section 3.7.

           Section 3.8 Purchase of Securities at Option of the Holder upon
           ---------------------------------------------------------------
Change in Control. (a) If there shall have occurred a Change in Control,
- -----------------
Securities shall be purchased by the Company, at the option of the Holder
thereof, at a purchase price specified in paragraph 6 of the Securities (the
"Change in Control Purchase Price"), as of the date that is no later than 30
days after the delivery by the Company of the notice required by Section 3.8(b)
(the "Change in Control Purchase Date"), subject to satisfaction by or on behalf
of the Holder of the requirements set forth in Section 3.8(c).



                                                                              25

           A "Change in Control" shall be deemed to have occurred at such time
as either of the following events shall occur:

           (1) the acquisition by any "person", including any syndicate or group
      deemed to be a "person" under Section 13(d)(3) of the Exchange Act, as
      amended, of beneficial ownership, directly or indirectly, through a
      purchase, merger or other acquisition transaction or series of purchase,
      merger or other acquisition transactions of shares of the Company's
      Capital Stock entitling such person to exercise 50% or more of the total
      voting power of all shares of the Company's Capital Stock entitled to vote
      generally in elections of directors, other than any acquisition by the
      Company, any of its Subsidiaries or any of its employee benefit plans
      (except that such person shall be deemed to have beneficial ownership of
      all securities that such person has the right to acquire, whether such
      right is currently exercisable or is exercisable only upon the occurrence
      of a subsequent condition);

           (2) the first day on which a majority of the members of the Board of
      Directors of the Company does not consist of Continuing Directors; or

           (3) any consolidation or merger of the Company with or into any other
      person (which for purposes of this definition has the meaning set forth in
      Section 13(d)(3) of the Exchange Act), any merger of another person into
      the Company, or any conveyance, transfer, sale, lease or other disposition
      of all or substantially all of the properties and assets of the Company to
      another person, other than in each case (x) any transaction pursuant to
      which holders of 50% or more of the total voting power of all shares of
      Capital Stock of the Company entitled to vote generally in the election of
      directors immediately prior to such transaction have the entitlement to
      exercise, directly or indirectly, 50% or more of the total voting power of
      all shares of Capital Stock of the person that is the continuing or
      surviving person or the parent corporation thereof entitled to vote
      generally in the election of directors immediately after such transaction
      or (y) any such merger solely for the purpose of changing the jurisdiction
      of incorporation of the Company and resulting in a reclassification,
      conversion or exchange of outstanding Common Stock solely into shares of
      the common stock of the surviving entity;

provided, however, that a Change in Control shall not be deemed to have occurred
if (x) the Closing Price per share of Common Stock for any five trading days
within the period of 10 consecutive trading days ending immediately after the
later of the Change in Control or the public announcement of the Change in
Control, in the case of a Change in Control under clause (1) or (2) above, or
the period of 10 consecutive trading days ending immediately before the Change
in Control, in the case of a Change in Control under clause (3) above, shall
equal or exceed 110% of the Accreted Conversion Price of the Securities in
effect on each such trading day or (y) all of the consideration in the
transaction or transactions constituting a Change in Control (other than cash
payments for fractional shares and cash payments made in respect of dissenters'
appraisal rights) payable with respect to the Common Stock consists of shares of
Common Stock traded or to be traded immediately following such Change in Control
on a national securities exchange or the Nasdaq National Market and, as a result
of the transaction or transactions, the Securities become convertible solely
into such Common Stock (and any rights attached thereto).



                                                                              26

           "Continuing Directors" shall mean, as of any date of determination,
any member of the Board of Directors who (i) was a member of the Board of
Directors on April 18, 2002 or (ii) was nominated for election or elected to the
Board of Directors with the approval of two-thirds of the Continuing Directors
who were members of the Board of Directors at the time of a new director's
nomination or election.

           (b) No later than 30 days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control by
first- class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Securityholder and shall state:

               (1)  briefly, the events causing a Change in Control and the date
           of such Change in Control;

               (2)  the date by which the Change in Control Purchase Notice
           pursuant to this Section 3.8 must be given;

               (3)  the Change in Control Purchase Date;

               (4)  the Change in Control Purchase Price;

               (5)  the name and address of the Paying Agent and the Conversion
           Agent;

               (6)  the Conversion Rate and any adjustments thereto;

               (7)  that Securities as to which a Change in Control Purchase
           Notice has been given may be converted if they are otherwise
           convertible pursuant to Article 10 hereof only if the Change in
           Control Purchase Notice has been withdrawn in accordance with the
           terms of this Indenture;

               (8)  that Securities must be surrendered to the Paying Agent to
           collect payment;

               (9)  that the Change in Control Purchase Price for any Security
           as to which a Change in Control Purchase Notice has been duly given
           and not withdrawn will be paid promptly following the later of the
           Change in Control Purchase Date and the time of surrender of such
           Security as described in (8);

               (10) briefly, the procedures the Holder must follow to exercise
           rights under this Section 3.8;

               (11) briefly, the conversion rights, if any, of the Securities;

               (12) the procedures for withdrawing a Change in Control Purchase
           Notice;

               (13) that, unless the Company defaults in making payment of such
           Change in Control Purchase Price, Issue Discount on Securities
           surrendered for purchase



                                                                              27

         by the Company will cease to accrete on and after the Change in Control
         Purchase Date; and

                    (14) the CUSIP number of the Securities.

                (c) A Holder may exercise its rights specified in Section 3.8(a)
upon delivery of a written notice of purchase (a "Change in Control Purchase
Notice") to the Paying Agent at any time prior to the close of business on the
third business day prior to the Change in Control Purchase Date, stating:

                    (1)  the certificate number of the Security which the Holder
         will deliver to be purchased;

                    (2)  the portion of the Principal Amount at Maturity of the
         Security which the Holder will deliver to be purchased, which portion
         must be $1,000 or an integral multiple thereof; and

                    (3)  that such Security shall be purchased pursuant to the
         terms and conditions specified in paragraph 6 of the Securities.

                The delivery of such Security to the Paying Agent prior to, on
or after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.8 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

                The Company shall purchase from the Holder thereof, pursuant to
this Section 3.8, a portion of a Security if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

                Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.8 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Change in Control Purchase Date and the time of delivery of the Security to the
Paying Agent in accordance with this Section 3.8.

                Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by this Section 3.8(c) shall have the right to withdraw such Change
in Control Purchase Notice at any time prior to the close of business on the
Change in Control Purchase Date by delivery of a written notice of withdrawal to
the Paying Agent in accordance with Section 3.9.

                The Paying Agent shall promptly notify the Company of the
receipt by it of any Change in Control Purchase Notice or written withdrawal
thereof.

                Section 3.9 Effect of Purchase Notice or Change in Control
                ----------------------------------------------------------
Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or
- ---------------
Change in Control Purchase Notice specified in Section 3.7(a) or Section 3.8(c),
as applicable, the Holder of the Security in respect of which such Purchase
Notice or Change in Control Purchase Notice, as the case may be, was



                                                                              28

given shall (unless such Purchase Notice or Change in Control Purchase Notice is
withdrawn as specified in the following two paragraphs) thereafter be entitled
to receive solely the Purchase Price or Change in Control Purchase Price, as the
case may be, with respect to such Security. Such Purchase Price or Change in
Control Purchase Price shall be paid to such Holder, subject to receipts of
funds and/or securities by the Paying Agent, promptly following the later of (x)
the Purchase Date or the Change in Control Purchase Date, as the case may be,
with respect to such Security (provided the conditions in Section 3.7(a) or
Section 3.8(c), as applicable, have been satisfied) and (y) the time of delivery
of such Security to the Paying Agent by the Holder thereof in the manner
required by Section 3.7(a) or Section 3.8(c), as applicable. Securities in
respect of which a Purchase Notice or Change in Control Purchase Notice, as the
case may be, has been given by the Holder thereof may not be converted pursuant
to Article 10 hereof on or after the date of the delivery of such Purchase
Notice or Change in Control Purchase Notice, as the case may be, unless such
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
first been validly withdrawn as specified in the following two paragraphs.

                A Purchase Notice or Change in Control Purchase Notice, as the
case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Purchase
Notice or Change in Control Purchase Notice, as the case may be, at any time
prior to the close of business on the Purchase Date or the Change in Control
Purchase Date, as the case may be, specifying:

                (1)  the certificate number, if any, of the Security in respect
                     of which such notice of withdrawal is being submitted,

                (2)  the Principal Amount at Maturity of the Security with
                     respect to which such notice of withdrawal is being
                     submitted, and

                (3)  the Principal Amount at Maturity, if any, of such Security
                     which remains subject to the original Purchase Notice or
                     Change in Control Purchase Notice, as the case may be, and
                     which has been or will be delivered for purchase by the
                     Company.

                There shall be no purchase of any Securities pursuant to
Section 3.7 or 3.8 if there has occurred (prior to, on or after, as the case may
be, the giving, by the Holders of such Securities, of the required Purchase
Notice or Change in Control Purchase Notice, as the case may be) and is
continuing an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, with
respect to such Securities). The Paying Agent will promptly return to the
respective Holders thereof any Securities (x) with respect to which a Purchase
Notice or Change in Control Purchase Notice, as the case may be, has been
withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, with
respect to such Securities) in which case, upon such return, the Purchase Notice
or Change in Control Purchase Notice with respect thereto shall be deemed to
have been withdrawn.

                Section 3.10 Deposit of Purchase Price or Change in Control
                -----------------------------------------------------------
Purchase Price. Prior to 10:00 a.m. (local time in the City of New York) on the
- --------------
Business Day following the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Company shall deposit with the Trustee or with the
Paying Agent (or, if the Company or a Subsidiary or an



                                                                              29

Affiliate of either of them is acting as the Paying Agent, shall segregate and
hold in trust as provided in Section 2.4) an amount of cash (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Purchase Price or Change in Control Purchase Price, as the case may
be, of all the Securities or portions thereof which are to be purchased as of
the Purchase Date or Change in Control Purchase Date, as the case may be.

                Section 3.11 Securities Purchased in Part. Any Certificated
                -----------------------------------------
Security which is to be purchased only in part shall be surrendered at the
office of the Paying Agent (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing) and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, a new Security or Securities, of any authorized denomination as
requested by such Holder in aggregate Principal Amount at Maturity equal to, and
in exchange for, the portion of the Principal Amount at Maturity of the Security
so surrendered which is not purchased.

                Section 3.12 Covenant to Comply With Securities Laws Upon
                ---------------------------------------------------------
Purchase of Securities. When complying with the provisions of Section 3.7 or 3.8
- ----------------------
hereof (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 (which term, as used herein, includes any
successor provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e- 4 and Rule 14e-1 under
the Exchange Act, (ii) file the related Schedule TO (or any successor schedule,
form or report) under the Exchange Act, and (iii) otherwise comply with all
Federal and state securities laws so as to permit the rights and obligations
under Sections 3.7 and 3.8 to be exercised in the time and in the manner
specified in Sections 3.7 and 3.8.

                Section 3.13 Repayment to the Company. The Trustee and the
                -------------------------------------
Paying Agent shall return to the Company any cash that remains unclaimed as
provided in paragraph 12 of the Securities, together with interest thereon
(subject to the provisions of Section 7.1(f)), held by them for the payment of
the Purchase Price or Change in Control Purchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 3.10 exceeds the aggregate Purchase
Price or Change in Control Purchase Price, as the case may be, of the Securities
or portions thereof which the Company is obligated to purchase as of the
Purchase Date or Change in Control Purchase Date, as the case may be, then,
unless otherwise agreed in writing with the Company, promptly after the Business
Day following the Purchase Date or Change in Control Purchase Date, as the case
may be, the Trustee shall return any such excess to the Company together with
interest, if any, thereon (subject to the provisions of Section 7.1(f)).

                                   ARTICLE IV

                                    COVENANTS

                Section 4.1 Payment of Securities. The Company shall promptly
                ---------------------------------
make all payments in respect of the Securities on the dates and in the manner
provided in the Securities or pursuant to this Indenture. Any amounts to be
given to the Trustee or Paying Agent, shall be deposited with the Trustee or
Paying Agent by 10:00 a.m. New York City time by the Company. Principal Amount
at Maturity, Issue Price plus accreted Issue Discount, Redemption Price,
Purchase Price, Change in Control Purchase Price and interest, if any, shall be
considered paid



                                                                              30

on the applicable date due if on such date (or, in the case of a Purchase Price
or Change in Control Purchase Price, on the Business Day following the
applicable Purchase Date or Change in Control Purchase Date, as the case may be)
the Trustee or the Paying Agent holds, in accordance with this Indenture, money
or securities, if permitted hereunder, sufficient to pay all such amounts then
due.

                The Company shall, to the extent permitted by law, pay interest
on overdue amounts at the rate per annum set forth in paragraph 1 of the
Securities, compounded semiannually, which interest shall accrue from the date
such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in addition to the continued accretion of Issue Discount.

                Section 4.2 SEC and Other Reports. The Company shall file with
                ---------------------------------
the Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided at the times the
Company would have been required to provide reports had it continued to have
been subject to such reporting requirements. The Company also shall comply with
the other provisions of TIA Section 314(a). Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely conclusively on Officers'
Certificates).

                Section 4.3 Compliance Certificate. The Company shall deliver to
                ----------------------------------
the Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on December 31, 2002) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

                Section 4.4 Further Instruments and Acts. Upon request of the
                ----------------------------------------
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                Section 4.5 Maintenance of Office or Agency. The Company will
                -------------------------------------------
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities
may be presented or surrendered for payment, where Securities may be surrendered
for registration of transfer, exchange, purchase, redemption or conversion and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The office of the Trustee at Wall Street
Plaza,



                                                                              31

88 Pine Street, 19/th/ Floor, New York, New York 10005, shall initially be such
office or agency for all of the aforesaid purposes. The Company shall give
prompt written notice to the Trustee of the location, and of any change in the
location, of any such office or agency (other than a change in the location of
the office of the Trustee). If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 11.2.

                The Company may also from time to time designate one or more
other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, the City of New York, for such purposes.

                Section 4.6 Delivery of Certain Information. At any time when
                -------------------------------------------
the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial owner of Securities or holder or
beneficial owner of shares of Common Stock, or to a prospective purchaser of any
such security designated by any such holder, as the case may be, to the extent
required to permit compliance by any such holder with Rule 144A under the
Securities Act in connection with the resale of any such security. "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act. Whether a person is a beneficial owner
shall be determined by the Company to the Company's reasonable satisfaction.

                Section 4.7 Tax Treatment of Securities. The Company agrees, and
                ---------------------------------------
by acceptance of a beneficial ownership interest in the Securities each Holder
of Securities will be deemed to have agreed, for United States federal income
tax purposes, (i) to treat the Securities as indebtedness that is subject to
United States Treasury regulation section 1.1275-4 (the "Contingent Payment Debt
Regulations") and, for purposes of the Contingent Payment Debt Regulations, to
treat the fair market value of any stock beneficially received by a Holder upon
any conversion of the Securities as a contingent payment and (ii) to be bound by
the Company's determination of the comparable yield and projected payment
schedule, within the meaning of the Contingent Payment Debt Regulations, with
respect to the Securities. A Holder of Securities may obtain the issue price,
issue date, amount of original issue discount, yield to maturity, comparable
yield and projected payment schedule by submitting a written request to the
Company at the following address: Greater Bay Bancorp, 2860 West Bayshore Road,
Palo Alto, CA 94303, Attention: Shawn E. Saunders.

                                   ARTICLE V

                              SUCCESSOR CORPORATION

                Section 5.1 When Company May Merge or Transfer Assets. The
                -----------------------------------------------------
Company shall not consolidate with or merge with or into any other person or
convey, transfer or lease its properties and assets substantially as an entirety
to any person, unless:



                                                                              32

                (a) either (1) the Company shall be the continuing corporation
or (2) the person (if other than the Company) formed by such consolidation or
into which the Company is merged or the person which acquires by conveyance,
transfer or lease the properties and assets of the Company substantially as an
entirety (i) shall be organized and validly existing under the laws of the
United States or any State thereof or the District of Columbia and (ii) shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture;

                (b) immediately after giving effect to such transaction, no
Default shall have occurred and be continuing; and

                (c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Article 5 and that all conditions precedent herein provided for
relating to such transaction have been satisfied. The Trustee shall be entitled
to rely on such Officers' Certificate and Opinion of Counsel as conclusive
evidence that such transaction complies with this Article 5.

                For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries (other than to the Company or another Subsidiary), which, if such
assets were owned by the Company, would constitute all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

                The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease and obligations the Company may have
under a supplemental indenture pursuant to Section 10.4, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities. Subject to Section 9.6, the Company, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

                Section 6.1 Events of Default. An "Event of Default" occurs if:
                -----------------------------

                (1) the Company defaults in the payment of the Issue Price plus
         accreted Issue Discount, Redemption Price, Purchase Price or Change in
         Control Purchase Price on any Security when the same becomes due and
         payable at its Stated Maturity, upon redemption, upon declaration, when
         due for purchase by the Company or otherwise;

                (2) default in the payment of any contingent interest,
         additional amounts or, if the Securities have been converted to
         semiannual coupon notes as provided in paragraph



                                                                              33

1 of the Securities, accrued and unpaid interest, in each case, when due and
payable, and continuance of such default for a period of 30 days;

               (3) the Company fails to comply with any of its agreements in the
         Securities or this Indenture (other than those referred to in clause
         (1) or (2) above) and such failure continues for 60 days after receipt
         by the Company of a Notice of Default;

               (4) the Company defaults under any indebtedness for money
         borrowed by the Company or any of its Subsidiaries that is an insured
         bank Subsidiary or any Subsidiary with assets that exceed 10% of the
         Company's consolidated assets, the aggregate outstanding principal
         amount of which is in an amount in excess of $25.0 million, for a
         period of 30 days after the receipt by the Company of a Notice of
         Default, which default (i) is caused the Company's failure to pay when
         due principal or interest on such indebtedness by the end of the
         applicable grace period, if any, unless such indebtedness is discharged
         or (ii) results in the acceleration of such indebtedness because of a
         default with respect to such indebtedness without such indebtedness
         having been discharged or such non-payment or acceleration having been
         cured, waived, rescinded or annulled;

               (5) a court having jurisdiction in the premises shall enter a
         decree or order for relief in respect of the Company in an involuntary
         case under any applicable bankruptcy, insolvency or other similar law
         now or hereafter in effect, or appointing a receiver, liquidator,
         assignee, custodian, trustee or sequestrator (or similar official) of
         the Company or for any substantial part of its property or ordering the
         winding up or liquidation of its affairs and such decree or order shall
         remain unstayed and in effect for a period of 60 consecutive days; or

               (6) the Company shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consent to the entry of an order for relief in an
         involuntary case under any such law, or consent to the appointment of
         or taking possession by a receiver, liquidator, assignee, custodian,
         trustee or sequestrator (or similar official) of the Company or for any
         substantial part of its property or make any general assignment for the
         benefit of creditors.

               A Default under clause (3) or (4) above is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate Principal Amount at Maturity of the Securities at the time
outstanding notify the Company and the Trustee, of the Default and the Company
does not cure such Default (and such Default is not waived) within the time
specified in clause (3) or (4) above after actual receipt of such notice. Any
such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default".

               The Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the giving of notice or the lapse of time, or both, would become an Event of
Default under clauses (3) or (4) above, its status and what action the Company
is taking or proposes to take with respect thereto. The Trustee shall not be
deemed to have notice of any such Event of Default until it has received the
aforementioned notice from the Company.

               Section 6.2  Acceleration.  If an Event of Default (other than an
               -------------------------
Event of Default specified in Section 6.1(5) or (6)) occurs and is continuing,
the Trustee by Notice to the



                                                                              34

Company, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding by notice to the Company and
the Trustee, may declare the Issue Price plus accreted Issue Discount through
the date of declaration plus accrued any unpaid interest, if any (including
contingent interest and additional amounts) on all the Securities to be
immediately due and payable. Upon such a declaration, such Issue Price plus
accreted Issue Discount and accrued and unpaid interest, if any, (including
contingent interest and additional amounts) shall be due and payable
immediately. If an Event of Default specified in Section 6.1(5) or (6) occurs
and is continuing, the Issue Price plus accreted Issue Discount and accrued and
unpaid interest, if any, (including contingent interest and additional amounts)
on all the Securities shall become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Securityholders.
The Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder) may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the
Issue Price plus accreted Issue Discount that have become due solely as a result
of acceleration and if all amounts due to the Trustee under Section 7.7 have
been paid. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

               If the Securities have, at the Company's option, been converted
to semiannual coupon Securities as provided in paragraph 1 of the Securities,
the amount due upon any acceleration will be the restated principal amount
thereof together with accrued and unpaid interest thereon.

               Section 6.3 Other Remedies. If an Event of Default occurs and is
               --------------------------
continuing, the Trustee may pursue any available remedy to collect the payment
of the Issue Price plus accreted Issue Discount on the Securities or to enforce
the performance of any provision of the Securities or this Indenture.

               The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Securities or does not produce any of the Securities in
the proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

               Section 6.4 Waiver of Past Defaults. The Holders of a majority in
               -----------------------------------
aggregate Principal Amount at Maturity of the Securities at the time
outstanding, by notice to the Trustee (and without notice to any other
Securityholder), may waive an existing Default and its consequences except (1)
an Event of Default described in Section 6.1(1), (2) a Default in respect of a
provision that under Section 9.2 cannot be amended without the consent of each
Securityholder affected or (3) a Default which constitutes a failure to convert
any Security in accordance with the terms of Article 10. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right. This Section 6.4 shall be in lieu
of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

               Section 6.5 Control by Majority. The Holders of a majority in
               -------------------------------
aggregate Principal Amount at Maturity of the Securities at the time outstanding
may direct the time,



                                                                              35

method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability unless the Trustee is offered indemnity satisfactory to it. This
Section 6.5 shall be in lieu of Section 316(a)1(A) of the TIA and such Section
316(a)1(A) is hereby expressly excluded from this Indenture, as permitted by the
TIA.

               Section 6.6 Limitation on Suits. A Securityholder may not pursue
               -------------------------------
any remedy with respect to this Indenture or the Securities unless:

               (1) the Holder gives to the Trustee written notice stating that
         an Event of Default is continuing;

               (2) the Holders of at least 25% in aggregate Principal Amount at
         Maturity of the Securities at the time outstanding make a written
         request to the Trustee to pursue the remedy;

               (3) such Holder or Holders offer to the Trustee security or
         indemnity satisfactory to the Trustee against any loss, liability or
         expense;

               (4) the Trustee does not comply with the request within 60 days
         after receipt of such notice, request and offer of security or
         indemnity; and

               (5) +the Holders of a majority in aggregate Principal Amount at
         Maturity of the Securities at the time outstanding do not give the
         Trustee a direction inconsistent with the request during such 60-day
         period.

               A Securityholder may not use this Indenture to prejudice the
rights of any other Securityholder or to obtain a preference or priority over
any other Securityholder.

               Section 6.7 Rights of Holders to Receive Payment. Notwithstanding
               ------------------------------------------------
any other provision of this Indenture, the right of any Holder to receive
payment of the Principal Amount at Maturity, Issue Price plus accreted Issue
Discount, Redemption Price, Purchase Price, Change in Control Purchase Price or
interest, if any, in respect of the Securities held by such Holder, on or after
the respective due dates expressed in the Securities or any Redemption Date, and
to convert the Securities in accordance with Article 10, or to bring suit for
the enforcement of any such payment on or after such respective dates or the
right to convert, shall not be impaired or affected adversely without the
consent of such Holder.

               Section 6.8 Collection Suit by Trustee. If an Event of Default
               --------------------------------------
described in Section 6.1(1) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount owing with respect to the Securities and the amounts
provided for in Section 7.7.

               Section 6.9 Trustee May File Proofs of Claim. In case of the
               --------------------------------------------
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the Principal Amount at Maturity, Issue Price
plus accreted Issue



                                                                              36

Discount, Redemption Price, Purchase Price, Change in Control Purchase Price or
interest, if any, in respect of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of any such
amount) shall be entitled and empowered (but shall have no duty), by
intervention in such proceeding or otherwise,

               (a) to file and prove a claim for the whole amount of the
Principal Amount at Maturity, Issue Price plus accreted Issue Discount,
Redemption Price, Purchase Price, Change in Control Purchase Price, or interest,
if any, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel or any other amounts due the Trustee under
Section 7.7) and of the Holders allowed in such judicial proceeding, and

               (b) to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7.

               Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

               Section 6.10 Priorities. If the Trustee collects any money
               -----------------------
pursuant to this Article 6, it shall pay out the money in the following order:

               FIRST: to the Trustee for amounts due under Section 7.7;

               SECOND: to Securityholders for amounts due and unpaid on the
Securities for the Principal Amount at Maturity, Issue Price plus accreted Issue
Discount, Redemption Price, Purchase Price, Change in Control Purchase Price or
interest, if any, as the case may be, ratably, without preference or priority of
any kind, according to such amounts due and payable on the Securities; and

               THIRD: the balance, if any, to the Company.

               The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10. At least 15 days
before such record date, the Trustee shall mail to each Securityholder and the
Company a notice that states the record date, the payment date and the amount to
be paid.

               Section 6.11 Undertaking for Costs. In any suit for the
               ----------------------------------
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses,



                                                                              37

against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.7 or a suit by Holders of more than 10% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding. This Section 6.11 shall be
in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

               Section 6.12 Waiver of Stay, Extension or Usury Laws. The Company
               ----------------------------------------------------
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount at
Maturity, Issue Price plus accreted Issue Discount, Redemption Price, Purchase
Price or Change in Control Purchase Price in respect of Securities, or any
interest on such amounts, as contemplated herein, or which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                  ARTICLE VII

                                     TRUSTEE

               Section 7.1 Duties of Trustee. (a) If an Event of Default has
               -----------------------------
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

               (b) Except during the continuance of an Event of Default:

                   (1) the Trustee need perform only those duties that are
                       specifically set forth in this Indenture and no others;
                       and

                   (2) in the absence of bad faith on its part, the Trustee may
                       conclusively rely, as to the truth of the statements and
                       the correctness of the opinions expressed therein, upon
                       certificates or opinions furnished to the Trustee and
                       conforming to the requirements of this Indenture, but in
                       case of any such certificates or opinions which by any
                       provision hereof are specifically required to be
                       furnished to the Trustee, the Trustee shall examine the
                       certificates and opinions to determine whether or not on
                       their face they conform to the requirements of this
                       Indenture, but need not confirm or investigate the
                       accuracy of mathematical calculations or other facts
                       stated therein. This Section 7.1(b) shall be in lieu of
                       Section 3.15(a) of the TIA and such Section 315(a) is
                       hereby expressly excluded from this Indenture, as
                       permitted by the TIA.



                                                                              38

               (c)  The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                    (1)   this paragraph (c) does not limit the effect of
                          paragraph (b) of  this Section 7.1;

                    (2)   the Trustee shall not be liable for any error of
                          judgment made in good faith by a Responsible Officer
                          unless it is proved that the Trustee was negligent in
                          ascertaining the pertinent facts; and

                    (3)   the Trustee shall not be liable with respect to any
                          action it takes or omits to take in good faith in
                          accordance with direction received by it pursuant to
                          Section 6.5.

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

               (d)  Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

               (e)  The Trustee may refuse to perform any duty or exercise any
right or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

               (f)  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
(acting in any capacity hereunder) shall be under no liability for interest on
any money received by it hereunder unless otherwise agreed in writing with the
Company.

               Section 7.2  Rights of Trustee. Subject to its duties and
               ------------------------------
responsibilities under Section 7.1 and the TIA,

               (a)  the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

               (b)  whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

               (c)  the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;



                                                                              39

               (d) the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith which it believes to be
authorized or within its rights or powers conferred under this Indenture;

               (e) the Trustee may consult with counsel selected by it and any
advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel.

               (f) the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby.

               (g) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

               (h) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

               (i) the Trustee shall not be deemed to have notice or knowledge
of any Default or Event of Default unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any event which is in
fact such a default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the Securities and this Indenture;

               (j) the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder;

               (k) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded; and

               (l) the Trustee may consult with accountants, financial advisers
or other advisors reasonably selected by it to assist it with administering its
duties as Conversion Agent or Calculation Agent hereunder, and shall be fully
protected in respect of any action taken or



                                                                              40

suffered or omitted by it hereunder in good faith and in accordance with the
advice provided by such accountants, financial advisors or other advisors.

               Section 7.3 Individual Rights of Trustee. The Trustee in its
               ----------------------------------------
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent, Calculation Agent or co-registrar may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

               Section 7.4 Trustee's Disclaimer. The Trustee makes no
               --------------------------------
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use or application of
the proceeds from the Securities, it shall not be responsible for any statement
in the registration statement for the Securities under the Securities Act or in
any offering document for the Securities, the Indenture or the Securities (other
than its certificate of authentication), or the determination as to which
beneficial owners are entitled to receive any notices hereunder.

               Section 7.5 Notice of Defaults. If a Default occurs and if it is
               ------------------------------
known to the Trustee, the Trustee shall give to each Securityholder notice of
the Default within 90 days after it occurs or, if later, within 15 days after it
is known to the Trustee, unless such Default shall have been cured or waived
before the giving of such notice. Notwithstanding the preceding sentence, except
in the case of a Default described in Section 6.1(1), the Trustee may withhold,
and shall be protected in withholding, the notice if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice
is in the interests of Securityholders. The second sentence of this Section 7.5
shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is
hereby expressly excluded from this Indenture, as permitted by the TIA. The
Trustee shall not be deemed to have knowledge of a Default unless a Responsible
Officer of the Trustee has received written notice of such Default.

               Section 7.6 Reports by Trustee to Holders. Within 60 days after
               -----------------------------------------
each May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such May 15
that complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

               A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each securities exchange, if
any, on which the Securities are listed. The Company agrees to notify the
Trustee promptly whenever the Securities become listed on any securities
exchange and of any delisting thereof.

               Section 7.7 Compensation and Indemnity. The Company agrees:
               --------------------------------------

               (a) to pay to the Trustee from time to time such compensation as
the Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation shall not be limited (to
the extent permitted by law) by any provision of law in regard to the
compensation of a trustee of an express trust);

               (b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and



                                                                              41

disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

               (c) to indemnify the Trustee or any predecessor, Trustee and
their agents for, and to hold them harmless against, any loss, damage, claim,
liability, cost or expense (including attorney's fees and expenses, and taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee)) incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of this trust, including
the costs and expenses of defending itself against any claim (whether asserted
by the Company or any Holder or any other Person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder.

               To secure the Company's payment obligations in this Section 7.7,
the Company and the Holders agree that the Trustee shall have a lien prior to
the Securities on all money or property held or collected by the Trustee.

               The Company's obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.1(4), the expenses including the reasonable charges and
expenses of its counsel, are intended to constitute expenses of administration
under any Bankruptcy Law.

               Section 7.8 Replacement of Trustee. The Trustee may resign by so
               ----------------------------------
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.8. The Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding may remove the Trustee by so notifying the
Trustee and the Company. The Company shall remove the Trustee if:

               (1) the Trustee fails to comply with Section 7.10;

               (2) the Trustee is adjudged bankrupt or insolvent;

               (3) a receiver or public officer takes charge of the Trustee or
its property; or

               (4) the Trustee otherwise becomes incapable of acting.

               If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

               A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.7.

               If a successor Trustee does not take office within 30 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in



                                                                              42

aggregate Principal Amount at Maturity of the Securities at the time outstanding
may petition any court of competent jurisdiction at the expense of the Company
for the appointment of a successor Trustee.

               If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

               Section 7.9 Successor Trustee by Merger. If the Trustee
               ---------------------------------------
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

               Section 7.10 Eligibility; Disqualification. The Trustee shall at
               ------------------------------------------
all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The
Trustee (or its parent holding company) shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. Nothing herein contained shall prevent the Trustee from
filing with the Commission the application referred to in the penultimate
paragraph of TIA Section 310(b).

               Section 7.11 Preferential Collection of Claims Against Company.
               --------------------------------------------------------------
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

               Section 8.1 Discharge of Liability on Securities. When (i) the
               ------------------------------------------------
Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.7) for cancellation or (ii) all
outstanding Securities have become due and payable and the Company deposits with
the Trustee cash sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.7), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 7.7, cease to be of further
effect. The Trustee shall join in the execution of a document prepared by the
Company acknowledging satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers' Certificate and Opinion of Counsel and
at the cost and expense of the Company.

               Section 8.2 Repayment to the Company. The Trustee and the Paying
               ------------------------------------
Agent shall return to the Company upon written request any money or securities
held by them for the payment of any amount with respect to the Securities that
remains unclaimed for two years, subject to applicable unclaimed property law.
After return to the Company, Holders entitled to the money or securities must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying
Agent shall have no further liability to the Securityholders with respect to
such money or securities for that period commencing after the return thereof.



                                                                              43

                                   ARTICLE IX

                                   AMENDMENTS

               Section 9.1 Without Consent of Holders. The Company and the
               --------------------------------------
Trustee may amend this Indenture or the Securities without the consent of any
Securityholder, so long as such changes, other than those in clause (2), do not
materially and adversely affect the interests of any Securityholder:

               (1) to cure any ambiguity, omission, defect or inconsistency
         provided that such modification or amendment does not, in the good
         faith opinion of the Company's Board of Directors and the Trustee,
         adversely affect the interests of the holders of the Securities in any
         material respect;

               (2) to comply with Article 5;

               (3) to secure the Company's obligations under the Securities and
         this Indenture;

               (4) to add to the Company's covenants for the benefit of the
         Securityholders or to surrender any right or power conferred upon the
         Company; or

               (5) to make any change necessary for the registration of the
         Securities under the Securities Act or to comply with the TIA, or any
         amendment thereto, or to comply with any requirement of the SEC in
         connection with the qualification of the Indenture under the TIA
         provided that such modification or amendment does not, in the good
         faith opinion of the Company's Board of Directors and the Trustee,
         adversely affect the interests of the holders of the Securities in any
         material respect.

               Section 9.2 With Consent of Holders. With the written consent of
               -----------------------------------
the Holders of at least a majority in aggregate Principal Amount at Maturity of
the Securities at the time outstanding, the Company and the Trustee may amend
this Indenture or the Securities. However, without the consent of each
Securityholder affected, an amendment to this Indenture or the Securities may
not:

               (1) make any change in the manner or rate of accretion in
         connection with Issue Discount, reduce the rate of interest (including
         contingent interest) referred to in paragraph 1 of the Securities, or
         extend the time for payment of Issue Discount on any Security;

               (2) reduce the Principal Amount at Maturity or the Issue Price of
         or extend the Stated Maturity of any Security;

               (3) reduce the Redemption Price, Purchase Price or Change in
         Control Purchase Price of any Security;

               (4) make any Security or interest thereon payable in money or
         securities other than that stated in the Security;



                                                                              44

               (5) make any change in Section 6.4, Section 6.7 or this Section
         9.2, except to increase any percentage set forth therein;

               (6) make any change that adversely affects the right to convert
         any Security; or

               (7) make any change that adversely affects the right to require
         the Company to purchase the Securities in accordance with the terms
         thereof and this Indenture.

               It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance thereof.

               After an amendment under this Section 9.2 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment.

               Section 9.3 Compliance with Trust Indenture Act. Every
               -----------------------------------------------
supplemental indenture executed pursuant to this Article shall comply with the
TIA.

               Section 9.4 Revocation and Effect of Consents, Waivers and
               ----------------------------------------------------------
Actions. Until an amendment, waiver or other action by Holders becomes
- -------
effective, a consent thereto by a Holder of a Security hereunder is a continuing
consent by the Holder and every subsequent Holder of that Security or portion of
the Security that evidences the same obligation as the consenting Holder's
Security, even if notation of the consent, waiver or action is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent,
waiver or action as to such Holder's Security or portion of the Security if the
Trustee receives the notice of revocation before the date the amendment, waiver
or action becomes effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

               Section 9.5 Notation on or Exchange of Securities. Securities
               -------------------------------------------------
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Company, bear a
notation in form approved by the Company as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

               Section 9.6 Trustee to Sign Supplemental Indentures. The Trustee
               ---------------------------------------------------
shall sign any supplemental indenture authorized pursuant to this Article IX if
the amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing any supplemental indenture the
Trustee shall receive, and (subject to the provisions of Section 7.1) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

               Section 9.7 Effect of Supplemental Indentures. Upon the execution
               ---------------------------------------------
of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.



                                                                              45

                                    ARTICLE X

                                   CONVERSIONS

               Section 10.1 Conversion Privilege. (a) Subject to and upon
               ---------------------------------
compliance with the provisions of this Article 10, at the option of the Holder,
any Securities or any portion of the Principal Amount at Maturity thereof which
is an integral multiple of $1,000 may be converted at the Principal Amount at
Maturity thereof, or of such portion thereof, into duly authorized, fully paid
and nonassessable shares of Common Stock, at the Conversion Rate in effect at
the time of conversion:

               (1) during any Conversion Period, if the Closing Price of the
         Common Stock for at least 20 trading days in the 30 consecutive trading
         day period ending on the first day of the Conversion Period was more
         than 120% of the Accreted Conversion Price on that thirtieth trading
         day;

               (2) during the five Business Day period following any 10
         consecutive trading-day period in which the average of the Trading
         Prices for the Securities for that 10 trading-day period was less than
         105% of the Average Conversion Value of the Securities during that
         period;

               (3) during any period after the 30th day following the original
         issuance of the Securities in which the credit rating assigned to the
         Securities by either Moody's or Standard & Poor's is lower than Ba3 or
         BB-, respectively, in which the credit rating assigned to the
         Securities is suspended or withdrawn by either such rating agency or in
         which neither such rating agency continues to rate the Securities or
         provide ratings services coverage to the Company;

               (4) if the Company has called the Securities for redemption; or

               (5) upon the occurrence of the corporate transactions specified
         in clause (b) of this Section 10.1.

               The Conversion Agent shall, on behalf of the Company, determine
on a daily basis whether the Securities shall be convertible as a result of the
occurrence of an event specified in clause (1) or clause (2) above and, if the
Securities shall be so convertible, the Company shall promptly deliver to the
Trustee written notice thereof. Whenever the Securities shall become convertible
pursuant to Section 10.1, the Company or, at the Company's written request, the
Trustee in the name and at the expense of the Company, shall notify the Trustee
and the Holders of the event triggering such convertibility in the manner
provided in Section 11.2, and the Company shall also publicly announce such
information and publish it on the Company's World Wide web site. Any notice so
given shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. Except as expressly set forth in this paragraph,
the Trustee (in any of its capacities hereunder) shall have no duty to determine
the convertibility of any of the Securities.

               (b) In addition, in the event that:

               (1) (A) the Company distributes to all holders of its shares of
         Common Stock rights or warrants entitling them to subscribe for or
         purchase shares of Common Stock, at



                                                                              46

a price per share less than the Closing Price of the Common Stock on the
Business Day immediately preceding the announcement of such distribution, (B)
the Company distributes to all holders of its shares of Common Stock, cash or
other assets, debt securities or rights or warrants to purchase its securities,
where the Fair Market Value (as determined by the Board of Directors) of such
distribution per share of Common Stock exceeds 10% of the Closing Price of a
share of Common Stock on the Business Day immediately preceding the date of
declaration of such distribution, or (C) a Change in Control occurs but Holders
of Securities do not have the right to require the Company to purchase their
Securities as a result of such Change in Control because either (i) the Closing
Price of the Common Stock for specified periods (as described in the definition
of Change in Control) exceeds specified levels (as described in the definition
of Change in Control) or (ii) the consideration received in such Change in
Control consists of Capital Stock that is freely tradeable and the Securities
become convertible into that Capital Stock as specified in the definition of
Change in Control, then, in each case, the Securities may be surrendered for
conversion at any time on and after the date that the Company gives notice to
the Holders of such right, which shall be not less than 20 days prior to the
Ex-Dividend Time for such distribution, in the case of (A) or (B), or within 30
days after the occurrence of the Change in Control, in the case of (C), until
the earlier of the close of business on the Business Day immediately preceding
the Ex-Dividend Time or the date the Company announces that such distribution
will not take place, in the case of (A) or (B), or the earlier of 30 days after
the Company's delivery of the notice of the Change in Control or the date the
Company announces that the Change of Control will not take place, in the case of
(C), or

               (2) the Company consolidates with or merges into another
         corporation, or is a party to a binding share exchange pursuant to
         which the shares of Common Stock would be converted into cash,
         securities or other property as set forth in Section 10.4 hereof, then
         the Securities may be surrendered for conversion at any time from and
         after the date which is 15 days prior to the date announced by the
         Company as the anticipated effective time of such transaction until 15
         days after the actual date of such transaction.

               The "Conversion Rate" means the number of shares of Common
Stock issuable upon conversion of a Security per $1,000 of Principal Amount at
Maturity thereof, which shall be as set forth initially in paragraph 8 of the
Securities, subject to adjustment as herein set forth. The Company shall provide
the Trustee, the Calculation Agent and the Conversion Agent with the initial
Conversion Rate and shall notify each of them of any change in the Conversion
Rate, in writing, on or before the date such new Conversion Rate becomes
effective.

               Section 10.2 Conversion Procedure; Conversion Price; Fractional
               ---------------------------------------------------------------
Shares. (a) Each Security shall be convertible at the office of the Conversion
- ------
Agent into fully paid and nonassessable shares (calculated to the nearest
1/100th of a share) of Common Stock. The number of shares of Common Stock
issuable upon conversion of a Security per $1,000 principal amount thereof shall
be equal to the Conversion Rate. No payment or adjustment shall be made in
respect of dividends on the Common Stock or accreted Issue Discount on a
converted Security, except as described in Section 10.9 hereof. The Company
shall not issue any fraction of a share of Common Stock in connection with any
conversion of Securities, but instead shall, subject to Section 10.3(h) hereof,
make a cash payment (calculated to the nearest cent) equal to such fraction
multiplied by the Closing Price of the Common Stock on the last Trading Day
prior to the date of conversion. Notwithstanding the foregoing, a Security in
respect of which a



                                                                              47

Holder has delivered a Purchase Notice or a Change in Control Purchase Notice
exercising such Holder's option to require the Company to repurchase such
Securities may be converted only if such notice of exercise is withdrawn in
accordance with Section 3.9 hereof.

               (b) Before any Holder of a Securities shall be entitled to
convert the same into Common Stock, such Holder shall, in the case of Global
Securities, comply with the procedures of the Depositary in effect at that time,
and in the case of Certificated Securities, surrender such Securities, duly
endorsed to the Company or in blank, at the office of the Conversion Agent, and
shall give written notice to the Company at said office or place that such
Holder elects to convert the same and shall state in writing therein the
principal amount of Securities to be converted and the name or names (with
addresses) in which such Holder wishes the certificate or certificates for
Common Stock to be issued.

               Before any such conversion, a Holder also shall pay all funds
required, if any, relating to interest on the Securities, as provided in Section
10.9, and all taxes or duties, if any, as provided in Section 10.8.

               If more than one Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares of Common Stock which
shall be deliverable upon conversion shall be computed on the basis of the total
Principal Amount at Maturity of the Securities (or specified portions thereof to
the extent permitted thereby) so surrendered. Subject to the next succeeding
sentence, the Company will, as soon as practicable thereafter, issue and deliver
at said office or place to such Holder of a Securities, or to such Holder's
nominee or nominees, certificates for the number of full shares of Common Stock
to which such Holder shall be entitled as aforesaid, together with cash in lieu
of any fraction of a share to which such Holder would otherwise be entitled. The
Company shall not be required to deliver certificates for shares of Common Stock
while the stock transfer books for such stock or the security register are duly
closed for any purpose, but certificates for shares of Common Stock shall be
issued and delivered as soon as practicable after the opening of such books or
security register.

               (c) A Security shall be deemed to have been converted as of the
close of business on the date of the surrender of such Securities for conversion
as provided above, and the person or persons entitled to receive the Common
Stock issuable upon such conversion shall be treated for all purposes as the
record Holder or Holders of such Common Stock as of the close of business on
such date.

               (d) In case any Securities shall be surrendered for partial
conversion, the Company shall execute and the Trustee shall authenticate and
deliver to or upon the written order of the Holder of the Securities so
surrendered, without charge to such Holder (subject to the provisions of Section
10.8 hereof), new Securities in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Securities.

               Section 10.3 Adjustments of Conversion Rate for Common Stock. The
               ------------------------------------------------------------
Conversion Rate shall be adjusted from time to time as follows:

               (a) In case the Company shall, at any time or from time to time
after the Issue Date while any of the Securities are outstanding, pay a dividend
or make a distribution in shares of Common Stock to all holders of its
outstanding shares of Common Stock, then the Conversion Rate in effect at the
opening of business on the date following the record date fixed for the



                                                                              48

determination of stockholders entitled to receive such dividend or other
distribution shall be increased by dividing such Conversion Rate by a fraction:

               (1) the numerator of which shall be the number of shares of
         Common Stock outstanding at the close of business on the Record Date
         fixed for such determination; and

               (2) the denominator of which shall be the sum of such number of
         shares and the total number of shares constituting such dividend or
         other distribution.

               Such increase shall become effective immediately after the
opening of business on the day following the Record Date fixed for such
determination. If any dividend or distribution of the type described in this
Section 10.3(a) is declared but not so paid or made, the Conversion Rate shall
again be adjusted to the Conversion Rate which would then be in effect if such
dividend or distribution had not been declared.

               (b) In case the Company shall, at any time or from time to time
after the Issue Date while any of the Securities are outstanding, subdivide its
outstanding shares of Common Stock into a greater number of shares of Common
Stock, then the Conversion Rate in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be
proportionately increased, and conversely, in case the Company shall, at any
time or from time to time while any of the Securities are outstanding, combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then the Conversion Rate in effect at the opening of business on the day
following the day upon which such combination becomes effective shall be
proportionately decreased.

               Such reduction or increase, as the case may be, shall become
effective immediately after the opening of business on the day following the day
upon which such subdivision or combination becomes effective.

               (c) In case the Company shall, at any time or from time to time
after the Issue Date while any of the Securities are outstanding, issue rights
or warrants (other than any rights or warrants referred to in Section 10.3(d))
to all holders of its shares of Common Stock entitling them to subscribe for or
purchase shares of Common Stock (or securities convertible into shares of Common
Stock) at a price per share (or having a conversion price per share) less than
the Closing Price on the Business Day immediately preceding the date of the
announcement of such issuance (treating the conversion price per share of the
securities convertible into Common Stock as equal to (x) the sum of (i) the
price for a unit of the security convertible into Common Stock and (ii) any
additional consideration initially payable upon the conversion of such security
into Common Stock divided by (y) the number of shares of Common Stock initially
underlying such convertible security), then the Conversion Rate shall be
adjusted so that the same shall equal the rate determined by dividing the
Conversion Rate in effect at the opening of business on the date after such date
of announcement by a fraction:

               (1) the numerator of which shall be the number of shares of
         Common Stock outstanding on the close of business on the date of
         announcement, plus the number of shares or securities which the
         aggregate offering price of the total number of shares or securities so
         offered for subscription or purchase (or the aggregate conversion price
         of the convertible securities so offered) would purchase at such
         Closing Price of the Common Stock; and



                                                                              49

               (2) the denominator of which shall be the number of shares of
         Common Stock outstanding at the close of business on the date of
         announcement, plus the total number of additional shares of Common
         Stock so offered for subscription or purchase (or into which the
         convertible securities so offered are convertible).

               Such adjustment shall become effective immediately after the
opening of business on the day following the date of announcement of such
issuance. To the extent that shares of Common Stock (or securities convertible
into shares of Common Stock) are not delivered pursuant to such rights or
warrants, upon the expiration or termination of such rights or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate which would then be
in effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of the delivery of only the number of shares of Common
Stock (or securities convertible into shares of Common Stock) actually
delivered. In the event that such rights or warrants are not so issued, the
Conversion Rate shall again be adjusted to be the Conversion Rate which would
then be in effect if the date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such Closing Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received for such rights or warrants, the value
of such consideration if other than cash, to be determined by the Board of
Directors.

               (d) (i) In case the Company shall, at any time or from time to
time after the Issue Date while any of the Securities are outstanding, by
dividend or otherwise, distribute to all holders of its shares of Common Stock
(including any such distribution made in connection with a consolidation or
merger in which the Company is the continuing corporation and the Common Stock
is not changed or exchanged), cash, shares of its capital stock (other than any
dividends or distributions to which Section 10.3(a) applies), evidences of its
Indebtedness or other assets, including securities, but excluding (i) any rights
or warrants referred to in Section 10.3(c), (ii) dividends or distributions of
stock, securities or other property or assets (including cash) in connection
with a reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance to which Section 10.4 applies and
(iii) dividends and distributions paid exclusively in cash (such capital stock,
evidence of its indebtedness, cash, other assets or securities being distributed
hereinafter in this Section 10.3(d) called the "distributed assets"), then, in
each such case, subject to paragraphs (iv), (vi) and (vii) of this Section
10.3(d), the Conversion Rate shall be adjusted so that the same shall be equal
to the rate determined by dividing the Conversion Rate in effect immediately
prior to the close of business on the Record Date with respect to such
distribution by a fraction:

               (1) the numerator of which shall be the Current Market Price of
         the Common Stock, less the Fair Market Value on such date of the
         portion of the distributed assets so distributed applicable to one
         share of Common Stock (determined on the basis of the number of shares
         of Common Stock outstanding on the record date)(determined as provided
         in Section 10.3(g)) on such date; and

               (2) the denominator of which shall be such Current Market Price.

Such adjustment shall become effective immediately prior to the opening of
business on the day following the Record Date for such distribution. In the
event that such dividend or distribution is



                                                                              50

not so paid or made, the Conversion Rate shall again be adjusted to be the
Conversion Rate which would then be in effect if such dividend or distribution
had not been declared.

               (ii) If the Board of Directors determines the Fair Market Value
of any distribution for purposes of this Section 10.3(d) by reference to the
actual or when issued trading market for any distributed assets comprising all
or part of such distribution, it must in doing so consider the prices in such
market over the same period (the "Reference Period") used in computing the
Current Market Price pursuant to Section 10.3(g) to the extent possible, unless
the Board of Directors determines in good faith that determining the Fair Market
Value during the Reference Period would not be in the best interest of the
Holders.

               (iii) In the event any such distribution consists of shares of
capital stock of, or similar equity interests in, one or more of the Company's
Subsidiaries (a "Spin-Off"), the Fair Market Value of the securities to be
distributed shall equal the average of the closing sale prices of such
securities on the principal securities market on which such securities are
traded for the five consecutive Trading Days commencing on and including the
sixth day of trading of those securities after the effectiveness of the
Spin-Off, and the Current Market Price shall be measured for the same period. In
the event, however, that an underwritten initial public offering of the
securities in the Spin-Off occurs simultaneously with the Spin-Off, Fair Market
Value of the securities distributed in the Spin-Off shall mean the initial
public offering price of such securities and the Current Market Price shall mean
the Closing Price for the Common Stock on the same Trading Day.

               (iv) Rights or warrants distributed by the Company to all holders
of its shares of Common Stock entitling them to subscribe for or purchase shares
of the Company's capital stock (either initially or under certain
circumstances), which rights or warrants, until the occurrence of a specified
event or events ("Trigger Event"), (i) are deemed to be transferred with such
shares of Common Stock, (ii) are not exercisable and (iii) are also issued in
respect of future issuances of shares of Common Stock shall be deemed not to
have been distributed for purposes of this Section 10.3(d) (and no adjustment to
the Conversion Rate under this Section 10.3(d) will be required) until the
occurrence of the earliest Trigger Event. If such right or warrant is subject to
subsequent events, upon the occurrence of which such right or warrant shall
become exercisable to purchase different distributed assets, evidences of
indebtedness or other assets, or entitle the holder to purchase a different
number or amount of the foregoing or to purchase any of the foregoing at a
different purchase price, then the occurrence of each such event shall be deemed
to be the date of issuance and record date with respect to a new right or
warrant (and a termination or expiration of the existing right or warrant
without exercise by the holder thereof). In addition, in the event of any
distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto, that resulted in an adjustment to the Conversion Rate under
this Section 10.3(d):

               (1) in the case of any such rights or warrants which shall all
         have been redeemed or repurchased without exercise by any holders
         thereof, the Conversion Rate shall be readjusted upon such final
         redemption or repurchase to give effect to such distribution or Trigger
         Event, as the case may be, as though it were a cash distribution, equal
         to the per share redemption or repurchase price received by a holder of
         shares of Common Stock with respect to such rights or warrants
         (assuming such holder had retained such rights or warrants), made to
         all holders of shares of Common Stock as of the date of such redemption
         or repurchase; and



                                                                              51

         (2) in the case of such rights or warrants which shall have expired or
         been terminated without exercise, the Conversion Rate shall be
         readjusted as if such rights and warrants had never been issued.

               (v) For purposes of this Section 10.3(d) and Sections 10.3(a),
10.3(b) and 10.3(c), any dividend or distribution to which this Section 10.3(d)
is applicable that also includes (i) shares of Common Stock, (ii) a subdivision
or combination of shares of Common Stock to which Section 10.3(b) applies or
(iii) rights or warrants to subscribe for or purchase shares of Common Stock to
which Section 10.3(c) applies (or any combination thereof), shall be deemed
instead to be:

               (1) a dividend or distribution of the evidences of indebtedness,
         assets, shares of capital stock, rights or warrants, other than such
         shares of Common Stock, such subdivision or combination or such rights
         or warrants to which Sections 10.3(a), 10.3(b) and 10.3(c) apply,
         respectively (and any Conversion Rate increase required by this Section
         10.3(d) with respect to such dividend or distribution shall then be
         made), immediately followed by

               (2) a dividend or distribution of such shares of Common Stock,
         such subdivision or combination or such rights or warrants (and any
         further Conversion Rate increase required by Sections 10.3(a), 10.3(b)
         and 10.3(c) with respect to such dividend or distribution shall then be
         made), except:

                   (A) the Record Date of such dividend or distribution shall be
               substituted as (i) "the date fixed for the determination of
               stockholders entitled to receive such dividend or other
               distribution," "Record Date fixed for such determinations" and
               "Record Date" within the meaning of Section 10.3(a), (ii) "the
               day upon which such subdivision becomes effective" and "the day
               upon which such combination becomes effective" within the meaning
               of Section 10.3(b), and (iii) as "the date fixed for the
               determination of stockholders entitled to receive such rights or
               warrants," "the Record Date fixed for the determination of the
               stockholders entitled to receive such rights or warrants" and
               such "Record Date" within the meaning of Section 10.3(c); and

                   (B) any shares of Common Stock included in such dividend or
               distribution shall not be deemed "outstanding at the close of
               business on the date fixed for such determination" within the
               meaning of Section 10.3(a) and any reduction or increase in the
               number of shares of Common Stock resulting from such subdivision
               or combination shall be disregarded in connection with such
               dividend or distribution.

               (vi) In the event of any distribution referred to in this Section
10.3(d) in which (1) the Fair Market Value (as determined by the Board of
Directors) of such distribution applicable to one share of Common Stock
(determined as provided above) equals or exceeds the average of the Closing
Prices of the Common Stock over the ten consecutive Trading Day period ending on
the Record Date for such distribution or (2) the average of the Closing Prices
of the Common Stock over the ten consecutive Trading Day period ending on the
Record Date for such distribution exceeds the Fair Market Value of such
distribution by less than $1.00, then, in each such case, in lieu of an
adjustment to the Conversion Rate, adequate provision shall be made so



                                                                              52

that each Holder shall have the right to receive upon conversion of a
Securities, in addition to shares of Common Stock, the kind and amount of such
distribution such Holder would have received had such Holder converted such
Securities immediately prior to the Record Date for determining the shareholders
entitled to receive the distribution.

               (vii) In the event of any distribution referred to in Section
10.3(c) or 10.3(d), where, in the case of a distribution described in Section
10.3(d), the Fair Market Value of such distribution per share of Common Stock
(as determined by the Board of Directors) exceeds 10% of the Closing Price of a
share of Common Stock on the Business Day immediately preceding the declaration
date for such distribution, then, if such distribution would also trigger a
conversion right under Section 10.1(b) or the Securities are otherwise
convertible pursuant to this Article 10, the Company will be required to give
notice to the Holders of Securities at least 20 days prior to the Ex-Dividend
Time for the distribution and, upon the giving of notice, the Securities may be
surrendered for conversion at any time on and after the date that the Company
gives notice to the Holders of such conversion right, until the close of
business on the Business Day prior to the Ex-Dividend Time or the Company
announces that such distribution will not take place. No adjustment to the
Conversion Rate or the ability of a Holder of a Security to convert will be made
if the Holder will otherwise participate in such distribution without
conversion.

               (e) In case the Company shall, at any time or from time to time
while any of the Securities are outstanding, by dividend or otherwise,
distribute to all holders of its shares of Common Stock, cash (excluding any
cash that is distributed upon a reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance to which Section 10.4
applies or as part of a distribution referred to in Section 10.3(d)), in an
aggregate amount that, combined together with:

                   (1) the aggregate amount of any other such distributions to
               all holders of shares of Common Stock made exclusively in cash
               within the 12 months preceding the date of payment of such
               distribution, and in respect of which no adjustment pursuant to
               this Section 10.3(e) has been made; and

                   (2) the aggregate amount of any cash, plus the Fair Market
               Value (as determined by the Board of Directors) of consideration
               payable in respect of any tender offer by the Company or any of
               its Subsidiaries for all or any portion of the shares of Common
               Stock concluded within the 12 months preceding the date of such
               distribution, and in respect of which no adjustment pursuant to
               Section 10.3(f) has been made;

exceeds 10% of the product of the Current Market Price of the Common Stock on
the Record Date with respect to such distribution, times the number of shares of
Common Stock outstanding on such date, then, and in each such case, immediately
after the close of business on such date, the Conversion Rate shall be adjusted
so that the same shall equal the number determined by dividing the Conversion
Rate in effect immediately prior to the close of business on such Record Date by
a fraction:

                   (1) the numerator of which shall be equal to the Current
               Market Price on the Record Date, less an amount equal to the
               quotient of (x) the excess of such



                                                                              53

           combined amount over such 10% and (y) the number of shares of Common
           Stock outstanding on the Record Date; and

                (2) the denominator of which shall be equal to the Current
           Market Price on such date.

           However, in the event that the then Fair Market Value (as so
determined) of the portion of cash and other securities, if any, so distributed
applicable to one share of Common Stock is equal to or greater than the Current
Market Price on the Record Date, in lieu of the foregoing adjustment, adequate
provision shall be made so that each Holder shall have the right to receive upon
conversion of a Securities (or any portion thereof) the amount of cash in excess
of such 10% such Holder would have received had such Holder converted such
Securities (or portion thereof) immediately prior to such Record Date. In the
event that such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate which would then be in
effect if such dividend or distribution had not been declared.

           (f) In case a tender offer made by the Company or any of its
Subsidiaries for all or any portion of the shares of Common Stock shall expire
and such tender offer (as amended upon the expiration thereof) shall require the
payment to stockholders (based on the acceptance (up to any maximum specified in
the terms of the tender offer) of shares tendered) of an aggregate consideration
having a Fair Market Value (as determined by the Board of Directors) that
combined together with:

                (1) the aggregate amount of the cash, plus the Fair Market Value
           (as determined by the Board of Directors), as of the expiration of
           such tender offer, of consideration payable in respect of any other
           tender offers, by the Company or any of its Subsidiaries for all or
           any portion of the shares of Common Stock expiring within the 12
           months preceding the expiration of such tender offer and in respect
           of which no adjustment pursuant to this Section 10.3(f) has been
           made; and

                (2) the aggregate amount of any distributions to all holders of
           shares of Common Stock made exclusively in cash within 12 months
           preceding the expiration of such tender offer and in respect of which
           no adjustment pursuant to Section 10.3(e) has been made;

exceeds 10% of the product of the Current Market Price of the Common Stock as of
the last time (the "Expiration Time") tenders could have been made pursuant to
such tender offer (as it may be amended), times the number of shares of Common
Stock outstanding (including any tendered shares) on the Expiration Time (such
excess, the "Excess Amount"), then, and in each such case, immediately prior to
the opening of business on the day after the date of the Expiration Time, the
Conversion Rate shall be adjusted so that the same shall equal the number
determined by dividing the Conversion Rate in effect immediately prior to the
close of business on the date of the Expiration Time by a fraction:

                (1) the numerator of which shall be the (x) product of (i) the
           number of shares of Common Stock outstanding (including any tendered
           shares) at the Expiration Time and (ii) the Current Market Price of
           the Common Stock at the Expiration Time, less (y) the Excess Amount;
           and



                                                                              54

                (2) the denominator shall be the product of the number of shares
           of Common Stock outstanding (including any tendered shares) at the
           Expiration Time and the Current Market Price of the Common Stock at
           the Expiration Time.

           Such increase (if any) shall become effective immediately prior to
the opening of business on the day following the Expiration Time. In the event
that the Company is obligated to purchase shares pursuant to any such tender
offer, but the Company is permanently prevented by applicable law from effecting
any such purchases or all or a portion of such purchases are rescinded, the
Conversion Rate shall again be adjusted to be the Conversion Rate which would
then be in effect if such (or such portion of the) tender offer had not been
made. If the application of this Section 10.3(f) to any tender offer would
result in a decrease in the Conversion Rate, no adjustment shall be made for
such tender offer under this Section 10.3(f).

           Pursuant to rights issued under the Company's preferred share
purchase rights plan, if holders of the Securities exercising the right of
conversion attaching after the date the rights separate from the underlying
Common Stock are not entitled to receive the rights that would otherwise be
attributable to the shares of Common Stock received upon conversion, the
Conversion Rate will be adjusted as though the rights were being distributed to
holders of Common Stock on the date of such separation. If such an adjustment is
made and the rights are later redeemed, invalidated or terminated, then a
corresponding reversing adjustment will be made to the Conversion Rate on an
equitable basis.

           (g) For purposes of this Article 10, the following terms shall have
the meanings indicated:

           "Current Market Price" on any date means the average of the daily
Closing Prices per share of Common Stock for the ten consecutive Trading Days
immediately prior to such date; provided, however, that if:
                                --------  -------

           (1) the "ex" date (as hereinafter defined) for any event (other than
      the issuance or distribution requiring such computation) that requires an
      adjustment to the Conversion Rate pursuant to Section 10.3(a), (b), (c),
      (d), (e) or (f) occurs during such ten consecutive Trading Days, the
      Closing Price for each Trading Day prior to the "ex" date for such other
      event shall be adjusted by dividing such Closing Price by the same
      fraction by which the Conversion Rate is so required to be adjusted as a
      result of such other event;

           (2) the "ex" date for any event (other than the issuance or
      distribution requiring such computation) that requires an adjustment to
      the Conversion Rate pursuant to Section 10.3(a), (b), (c), (d), (e) or (f)
      occurs on or after the "ex" date for the issuance or distribution
      requiring such computation and prior to the day in question, the Closing
      Price for each Trading Day on and after the "ex" date for such other event
      shall be adjusted by dividing such Closing Price by the reciprocal of the
      fraction by which the Conversion Rate is so required to be adjusted as a
      result of such other event; and

           (3) the "ex" date for the issuance or distribution requiring such
      computation is prior to the day in question, after taking into account any
      adjustment required pursuant to clause (1) or (2) of this proviso, the
      Closing Price for each Trading Day on or after such "ex" date shall be
      adjusted by adding thereto the amount of any cash and the Fair Market
      Value (as determined by the Board of Directors in a manner consistent with
      any determination of such value for purposes of Section 10.3(d), (e) or
      (f)) of the evidences of



                                                                              55

      Indebtedness, shares of capital stock or assets being distributed
      applicable to one share of Common Stock as of the close of business on the
      day before such "ex" date.

For purposes of any computation under Section 10.3(f), if the "ex" date for any
event (other than the tender offer requiring such computation) that requires an
adjustment to the Conversion Rate pursuant to Section 10.3(a), (b), (c), (d),
(e) or (f) occurs on or after the Expiration Time for the tender or exchange
offer requiring such computation and prior to the day in question, the Closing
Price for each Trading Day on and after the "ex" date for such other event shall
be adjusted by dividing such Closing Price by the reciprocal of the fraction by
which the Conversion Rate is so required to be adjusted as a result of such
other event. For purposes of this paragraph, the term "ex" date, when used:

           (1) with respect to any issuance or distribution, means the first
      date on which the shares of Common Stock trade regular way on the relevant
      exchange or in the relevant market from which the Closing Price was
      obtained without the right to receive such issuance or distribution;

           (2) with respect to any subdivision or combination of shares of
      Common Stock, means the first date on which the shares of Common Stock
      trade regular way on such exchange or in such market after the time at
      which such subdivision or combination becomes effective; and

           (3) with respect to any tender or exchange offer, means the first
      date on which the shares of Common Stock trade regular way on such
      exchange or in such market after the Expiration Time of such offer.

Notwithstanding the foregoing, whenever successive adjustments to the Conversion
Rate are called for pursuant to this Section 10.3, such adjustments shall be
made to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 10.3 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.

           "Fair Market Value" shall mean the amount which a willing buyer would
pay a willing seller in an arm's length transaction (as determined by the Board
of Directors, whose determination shall be conclusive).

           "Record Date" shall mean, with respect to any dividend, distribution
or other transaction or event in which the holders of shares of Common Stock
have the right to receive any cash, securities or other property or in which the
shares of Common Stock (or other applicable security) is exchanged for or
converted into any combination of cash, securities or other property, the date
fixed for determination of stockholders entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).

           (h) The Company shall be entitled to make such additional increases
in the Conversion Rate, in addition to those required by Sections 10.3(a), (b),
(c), (d), (e) and (f), as shall be necessary in order that any dividend or
distribution of Common Stock, any subdivision, reclassification or combination
of shares of Common Stock or any issuance of rights or warrants referred to
above shall not be taxable to the holders of Common Stock for United States
federal income tax purposes.



                                                                              56

           (i) To the extent permitted by applicable law, the Company may, from
time to time, increase the Conversion Rate by any amount for any period of time,
if such period is at least 20 days and the reduction is irrevocable during the
period. Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall mail to the Trustee and each Holder at the address
of such Holder as it appears in the register of the Securities maintained by the
Registrar, at least 15 days prior to the date the increased Conversion Rate
takes effect, a notice of the increase stating the increased Conversion Rate and
the period during which it will be in effect.

           (j) In any case in which this Section 10.3 shall require that any
adjustment be made effective as of or retroactively immediately following a
Record Date, the Company may elect to defer (but only for five Trading Days
following the filing of the statement referred to in Section 10.5) issuing to
the Holder of any Securities converted after such Record Date the shares of
Common Stock issuable upon such conversion over and above the shares of Common
Stock issuable upon such conversion on the basis of the Conversion Rate prior to
adjustment; provided, however, that the Company shall deliver to such Holder a
            --------  -------
due bill or other appropriate instrument evidencing such Holder's right to
receive such additional shares upon the occurrence of the event requiring such
adjustment.

           (k) All calculations under this Section 10.3 shall be made to the
nearest cent or one-hundredth of a share, with one-half cent and 0.005 of a
share, respectively, being rounded upward. Notwithstanding any other provision
of this Section 10.3, the Company shall not be required to make any adjustment
of the Conversion Rate unless such adjustment would require an increase or
decrease of at least 1% of such rate. Any lesser adjustment shall be carried
forward and shall be made at the time of and together with the next subsequent
adjustment which, together with any adjustment or adjustments so carried
forward, shall amount to an increase or decrease of at least 1% in such rate.
Any adjustments under this Section 10.3 shall be made successively whenever an
event requiring such an adjustment occurs.

           (l) In the event that at any time, as a result of an adjustment made
pursuant to this Section 10.3, the Holder of any Securities thereafter
surrendered for conversion shall become entitled to receive any shares of stock
of the Company other than shares of Common Stock into which the Securities
originally were convertible, the Conversion Rate of such other shares so
receivable upon conversion of any such Securities shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to Common Stock contained in subparagraphs (a)
through (k) of this Section 10.3, and the provisions of Sections 10.1, 10.2 and
10.4 through 10.9 with respect to the Common Stock shall apply on like or
similar terms to any such other shares and the determination of the Board of
Directors as to any such adjustment shall be conclusive.

           (m) No adjustment shall be made pursuant to this Section 10.3 (i) if
the effect thereof would be to reduce the Accreted Conversion Price at any time
below the par value (if any) of the Common Stock or (ii) if the Holders of the
Securities may participate in the transaction that would otherwise give rise to
an adjustment pursuant to this Section 10.3.

           Section 10.4 Consolidation or Merger of the Company. If any of the
           ---------------------------------------------------
following events occurs, namely:



                                                                              57

           (1) any reclassification or change of the outstanding Common Stock
      (other than a change in par value, or from par value to no par value, or
      from no par value to par value, or as a result of a subdivision or
      combination);

           (2) any merger, consolidation, statutory share exchange or
      combination of the Company with another corporation as a result of which
      holders of Common Stock shall be entitled to receive stock, securities or
      other property or assets (including cash) with respect to or in exchange
      for such Common Stock; or

           (3) any sale or conveyance of the properties and assets of the
      Company as, or substantially as, an entirety to any other corporation as a
      result of which holders of Common Stock shall be entitled to receive
      stock, securities or other property or assets (including cash) with
      respect to or in exchange for such Common Stock;

the Company or the successor or purchasing corporation, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply with
the Trust Indenture Act as in force at the date of execution of such
supplemental indenture, if such supplemental indenture is then required to so
comply) providing that such Securities shall be convertible into the kind and
amount of shares of stock and other securities or property or assets (including
cash) which such Holder would have been entitled to receive upon such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance had such Securities been converted into Common
Stock immediately prior to such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance assuming such holder
of Common Stock did not exercise its rights of election, if any, as to the kind
or amount of securities, cash or other property receivable upon such merger,
consolidation, statutory share exchange, sale or conveyance (provided, that if
                                                             --------
the kind or amount of securities, cash or other property receivable upon such
merger, consolidation, statutory share exchange, sale or conveyance is not the
same for each share of Common Stock in respect of which such rights of election
shall not have been exercised ("Non-Electing Share"), then for the purposes of
this Section 10.4, the kind and amount of securities, cash or other property
receivable upon such merger, consolidation, statutory share exchange, sale or
conveyance for each Non-Electing Share shall be deemed to be the kind and amount
so receivable per share by a plurality of the Non-Electing Shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
X. If, in the case of any such reclassification, change, merger, consolidation,
statutory share exchange, combination, sale or conveyance, the stock or other
securities and assets receivable thereupon by a holder of Common Stock includes
shares of stock or other securities and assets of a corporation other than the
successor or purchasing corporation, as the case may be, in such
reclassification, change, merger, consolidation, statutory share exchange,
combination, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Securities as the Board of
Directors shall reasonably consider necessary by reason of the foregoing,
including to the extent practicable the provisions providing for the repurchase
rights set forth in Article 10 hereof.

           The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder, at the address of such Holder as it
appears on the register of the Securities maintained by the Registrar, within 20
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture.



                                                                              58

                  The above provisions of this Section 10.4 shall similarly
apply to successive reclassifications, mergers, consolidations, statutory share
exchanges, combinations, sales and conveyances.

                  If this Section 10.4 applies to any event or occurrence,
Section 10.3 shall not apply.

                  Section 10.5  Notice of Adjustment. Whenever an adjustment in
                  ----------------------------------
the Conversion Rate with respect to the Securities is required:

                  (1)  the Company shall forthwith place on file with the
         Trustee and any Conversion Agent for such securities a certificate of
         the Treasurer of the Company, stating the adjusted Conversion Rate
         determined as provided herein and setting forth in reasonable detail
         such facts as shall be necessary to show the reason for and the manner
         of computing such adjustment; and

                  (2)  a notice stating that the Conversion Rate has been
         adjusted and setting forth the adjusted Conversion Rate shall forthwith
         be given by the Company or, at the Company's written request, by the
         Trustee in the name and at the expense of the Company, to each Holder
         in the manner provided in Section 11.2. Any notice so given shall be
         conclusively presumed to have been duly given, whether or not the
         Holder receives such notice.

                  Section 10.6  Notice in Certain Events. In case:
                  --------------------------------------
                  (1)  of a consolidation or merger to which the Company is a
         party and for which approval of any stockholders of the Company is
         required, or of the sale or conveyance to another Person or entity or
         group of Persons or entities acting in concert as a partnership,
         limited partnership, syndicate or other group (within the meaning of
         Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
         all or substantially all of the property and assets of the Company; or

                  (2)  of the voluntary or involuntary dissolution, liquidation
         or winding up of the Company; or

                  (3)  of any action triggering an adjustment of the Conversion
         Rate referred to in clauses (x) or (y) below;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent, and shall cause to be given, to the Holders of the Securities
in the manner provided in Section 11.2, at least 15 days prior to the applicable
date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Conversion Rate pursuant to this Article 10, or,
if a record is not to be taken, the date as of which the holders of record of
Common Stock entitled to such distribution, rights or warrants are to be
determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up triggering an
adjustment to the Conversion Rate pursuant to this Article 10 is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their Common Stock for securities
or other property deliverable



                                                                              59

upon such reclassification, consolidation, merger sale, conveyance, dissolution,
liquidation or winding up.

                  Failure to give such notice or any defect therein shall not
affect the legality or validity of the proceedings described in clause (1), (2)
or (3) of this Section 10.6.

                  Section 10.7 Company to Reserve Stock; Registration; Listing.
                  ------------------------------------------------------------

                  (a) The Company shall, in accordance with the laws of the
State of California, at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued shares of Common Stock,
for the purpose of effecting the conversion of the Securities, such number of
its duly authorized shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all Securities then Outstanding into such
Common Stock at any time (assuming that, at the time of the computation of such
number of shares or securities, all such Securities would be held by a single
Holder); provided, however, that nothing contained herein shall preclude the
Company from satisfying its obligations in respect of the conversion of the
Securities by delivery of purchased shares of Common Stock which are then held
in the treasury of the Company. The Company covenants that all shares of Common
Stock which may be issued upon conversion of Securities will upon issue be fully
paid and nonassessable and free from all liens and charges and, except as
provided in Section 10.8, taxes with respect to the issue thereof.

                  (b) If any shares of Common Stock which would be issuable upon
conversion of Securities hereunder require registration with or approval of any
governmental authority before such shares or securities may be issued upon such
conversion, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares or securities to be duly registered or approved,
as the case may be. The Company further covenants that so long as the Common
Stock shall be listed on the Nasdaq National Market, the Company will, if
permitted by the rules of the National Association of Securities Dealers, Inc.,
list and keep listed all Common Stock issuable upon conversion of the
Securities, and the Company will endeavor to list the shares of Common Stock
required to be delivered upon conversion of the Securities prior to such
delivery upon any other primary national securities exchange upon which the
outstanding Common Stock is listed at the time of such delivery.

                  Section 10.8 Taxes on Conversion. The issue of stock
                  --------------------------------
certificates on conversion of Securities shall be made without charge to the
converting Holder for any documentary, stamp or similar issue or transfer taxes
in respect of the issue thereof, and the Company shall pay any and all
documentary, stamp or similar issue or transfer taxes that may be payable in
respect of the issue or delivery of shares of Common Stock on conversion of
Securities pursuant hereto. The Company shall not, however, be required to pay
any such tax which may be payable in respect of any transfer involved in the
issue or delivery of shares of Common Stock or the portion, if any, of the
Securities which are not so converted in a name other than that in which the
Securities so converted were registered, and no such issue or delivery shall be
made unless and until the Person requesting such issue has paid to the Company
the amount of such tax or has established to the satisfaction of the Company
that such tax has been paid.

                  Section 10.9 Conversion After Record Date. Except as provided
                  -----------------------------------------
below, if any Securities are surrendered for conversion on any day other than an
interest payment date, the Holder of such Securities shall not be entitled to
receive any interest (including contingent



                                                                              60

interest) that has accrued on such Securities since the prior interest payment
date. By delivery to the Holder of the number of shares of Common Stock or other
consideration issuable upon conversion in accordance with this Article 10, any
accrued and unpaid interest (including contingent interest) on such Securities
will be deemed to have been paid in full.

                  If any Securities are surrendered for conversion subsequent to
the Record Date preceding an interest payment date but on or prior to such
interest payment date, the Holder of such Securities at the close of business on
such Record Date shall receive any interest (including contingent interest)
payable on such Securities on such interest payment date notwithstanding the
conversion thereof. Securities surrendered for conversion during the period from
the close of business on any Record Date preceding any interest payment date to
the opening of business on such interest payment date shall (except in the case
of Securities which have been called for redemption on a Redemption Date within
such period) be accompanied by payment by Holders, for the account of the
Company, in New York Clearing House funds or other funds of an amount equal to
the interest (including contingent interest) payable on such interest payment
date on the Securities being surrendered for conversion. Except as provided in
this Section 10.9, no adjustments in respect of payments of interest (including
contingent interest) on Securities surrendered for conversion or any dividends
or distributions or interest on the Common Stock issued upon conversion shall be
made upon the conversion of any Securities.

                  Section 10.10 Company Determination Final. Any determination
                  -----------------------------------------
that the Company or the Board of Directors must make pursuant to this Article 10
shall be conclusive if made in good faith and in accordance with the provisions
of this Article X, absent manifest error, and set forth in a resolution of the
Board of Directors.

                  Section 10.11 Responsibility of Trustee for Conversion
                  ------------------------------------------------------
Provisions. The Trustee has no duty to determine when an adjustment under this
- ----------
Article 10 should be made, how it should be made or what it should be, or
whether any Securities have become convertible pursuant to this Article 10. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Securities. The Trustee shall not be
responsible for any failure of the Company to comply with this Article 10. Each
Conversion Agent other than the Company shall have the same protection under
this Section 10.11 as the Trustee.

                  The rights, privileges, protections, immunities and benefits
given to the Trustee under this Indenture including, without limitation, its
rights to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each Paying Agent or Conversion
Agent acting hereunder.

                  Section 10.12 Unconditional Right of Holders to Convert.
                  -------------------------------------------------------
Notwithstanding any other provision in this Indenture, the Holder of any
Securities shall have the right, which is absolute and unconditional, to convert
its Securities in accordance with this Article 10 and to bring an action for the
enforcement of any such right to convert, and such rights shall not be impaired
or affected without the consent of such Holder.



                                                                              61

                                   ARTICLE XI

                                 MISCELLANEOUS

                  Section 11.1 Trust Indenture Act Controls. If any provision of
                  -----------------------------------------
this Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

                  Section 11.2 Notices. Any request, demand, authorization,
                  --------------------
notice, waiver, consent or communication shall be in writing and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows or
transmitted by facsimile transmission (confirmed by guaranteed overnight
courier) to the following facsimile numbers:

                  if to the Company:

                  Greater Bay Bancorp.
                  2860 West Bayshore Road
                  Palo Alto, California 94303

                  Telephone No. 650-813-8200
                  Facsimile No. 650-494-9220

                  Attention:    Shawn E. Saunders

                  if to the Trustee:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware 19890-0001

                  Telephone No. 302-651-1000
                  Facsimile No. 302-636-4140
                  Attention:  Corporate Trust Administration

                  The Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.

                  Any notice or communication given to a Securityholder shall be
mailed to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not received by the addressee.



                                                                              62

                  If the Company mails a notice or communication to the
Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying
Agent, Conversion Agent or co-registrar.

                  Section 11.3 Communication by Holders with Other Holders.
                  --------------------------------------------------------
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

                  Section 11.4 Certificate and Opinion as to Conditions
                  -----------------------------------------------------
Precedent. Upon any request or application by the Company to the Trustee to take
- ---------
any action under this Indenture, the Company shall furnish to the Trustee:

                          (1)  an Officers' Certificate stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

                          (2)  an Opinion of Counsel stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

                  Section 11.5 Statements Required in Certificate or Opinion.
                  ----------------------------------------------------------
Each Officers' Certificate or Opinion of Counsel with respect to compliance with
a covenant or condition provided for in this Indenture shall include:

                          (1)  a statement that each person making such
Officers' Certificate or Opinion of Counsel has read such covenant or condition;

                          (2)  a brief statement as to the nature and scope of
         the examination or investigation upon which the statements or opinions
         contained in such Officers' Certificate or Opinion of Counsel are
         based;

                          (3)  a statement that, in the opinion of each such
         person, he has made such examination or investigation as is necessary
         to enable such person to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

                          (4)  a statement that, in the opinion of such person,
         such covenant or condition has been complied with.

                  Section 11.6 Separability Clause. In case any provision in
                  --------------------------------
this Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

                  Section 11.7 Rules by Trustee, Paying Agent, Conversion Agent
                  -------------------------------------------------------------
and Registrar. The Trustee may make reasonable rules for action by or a meeting
- -------------
of Securityholders. The Registrar, the Conversion Agent, Calculation Agent and
the Paying Agent may make reasonable rules for their functions.

                  Section 11.8 Legal Holidays. A "Legal Holiday" is any day
                  ---------------------------
other than a Business Day. If any specified date (including a date for giving
notice) is a Legal Holiday, the



                                                                              63

action shall be taken on the next succeeding day that is not a Legal Holiday,
and, if the action to be taken on such date is a payment in respect of the
Securities, no Issue Discount or interest, if any, shall accrete or accrue for
the intervening period.

         Section 11.9 GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY, AND
         --------------------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         Section 11.10 No Recourse Against Others. A director, officer, employee
         ----------------------------------------
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

         Section 11.11 Successors. All agreements of the Company in this
         ------------------------
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

         Section 11.12 Multiple Originals. The parties may sign any number of
         --------------------------------
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.



                                                                              64

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
Indenture on behalf of the respective parties hereto as of the date first above
written.

                                GREATER BAY BANCORP



                                By: /s/ David L. Kalkbrenner
                                    -------------------------------------
                                    Name:  David L. Kalkbrenner
                                    Title: President

                                WILMINGTON TRUST COMPANY,
                                as Trustee

                                By: /s/ Sandra R. Ortiz
                                    -------------------------------------
                                    Name:  Sandra R. Ortiz
                                    Title: Financial Services Officer



                                  EXHIBIT A-1

                       [FORM OF FACE OF GLOBAL SECURITY]

                  THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT AND IS
SUBJECT TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER
TREASURY REGULATIONS SECTION 1.1275-4(b). FOR INFORMATION REGARDING THE ISSUE
PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, THE YIELD TO MATURITY,
THE "COMPARABLE YIELD" AND PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY, YOU
SHOULD CONTACT: GREATER BAY BANCORP, 2860 WEST BAYSHORE ROAD, PALO ALTO, CA
94303, ATTENTION: SHAWN E. SAUNDERS.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                  THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF
1933"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

                  (1)   REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
                        BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
                        OF 1933;

                  (2)   AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE
                        ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
                        TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON
                        STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT
                        (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A
                        QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
                        144A UNDER THE SECURITIES ACT OF 1933, (C) TO A NON-U.S.
                        PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
                        REGULATION S UNDER THE SECURITIES ACT OF 1933, (D)
                        PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
                        RULE 144 UNDER THE SECURITIES ACT OF 1933 (IF
                        AVAILABLE), (E) TO AN



                                                                               2

                        INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR
                        WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
                        REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN
                        EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IF
                        AVAILABLE OR (F) PURSUANT TO A REGISTRATION STATEMENT
                        WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
                        ACT OF 1933 AND WHICH CONTINUES TO BE EFFECTIVE AT THE
                        TIME OF SUCH TRANSFER; AND

                  (3)   AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE
                        SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A
                        TRANSFER PURSUANT TO CLAUSE 2(F) ABOVE) A NOTICE
                        SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                  THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.

                              GREATER BAY BANCORP

       Zero Coupon Senior Convertible Contingent Debt Securities due 2022


No.                                    CUSIP: 391648 AH 5

Issue Date: April 24, 2002             Issue Discount: $360.77 (for each $1,000
                                       Principal Amount at Maturity)
Issue Price: $639.23
(for each $1,000 Principal Amount at
Maturity)

                  GREATER BAY BANCORP, a California corporation, promises to pay
to Cede & Co. or registered assigns, the Principal Amount at Maturity of Three
hundred and twelve million, eight hundred seventy-seven thousand dollars
($312,877,000) on April 24, 2022.

                  This Security shall not bear interest except as specified on
the other side of this Security. Issue Discount will accrete as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.

                  Additional provisions of this Security are set forth on the
other side of this Security.

Dated:                        GREATER BAY BANCORP


                              By:    ______________________________
                              Title: ______________________________



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee,
certifies that this is one of the Securities referred to in the within-mentioned
Indenture.

By  ____________________________________
           Authorized Signatory

Dated:



                         [FORM OF REVERSE SIDE OF CODES]

                         Zero Coupon Senior Convertible
                       Contingent Debt Securities due 2022

1.       Interest.

         Except as provided below, this Security shall not bear interest. Issue
Discount (the difference between the Issue Price and the Principal Amount at
Maturity of the Security), in the period during which a Security remains
outstanding, shall accrete at 2.25% per annum, on a semiannual bond equivalent
basis using a 360-day year comprised of twelve 30-day months, from the Issue
Date of this Security.

         Contingent Interest. Interest will accrue on this Security during any
         -------------------
six-month period from October 24 to April 23 and from April 24 to October 23,
commencing October 24, 2002, if the average Trading Price of the Security for
the five trading day period ending on (if the second Business Day is not a
trading day, then on the last trading day prior to) the second Business Day
prior to the first day of the applicable six-month period equals 120% or more of
the sum of the Issue Price and accreted Issue Discount for such Security to the
day immediately preceding the relevant six-month period.

         The "Trading Price" of the Securities means: (i) the average of the
secondary market bid quotations per Securities obtained by the Company or the
Calculation Agent for $10,000,000 principal amount of the Securities at
approximately 3:30 p.m., New York City time, on such determination date from
three independent nationally recognized securities dealers selected by the
Company; (ii) if at least three such bids cannot reasonably be obtained by the
Company or the Calculation Agent, but two such bids are obtained, then the
average of the two bids shall be used; (iii) if only one such bid can reasonably
be obtained by the Company or the Calculation Agent, this one bid shall be used;
or (iv) if the Company or the Calculation Agent cannot reasonably obtain at
least one bid for $10,000,000 principal amount of the Securities from a
nationally recognized securities dealer or in the Company's reasonable judgment,
the bid quotations are not indicative of the secondary market value of the
Securities, then the trading price of the Securities will equal (x) the
then-applicable conversion rate of the Securities multiplied by (y) the Closing
Price of the Company's Common Stock on such determination date, appropriately
adjusted.

         The Calculation Agent will initially be the Trustee. The Company may
change the Calculation Agent, but the Calculation Agent will not be an Affiliate
of the Company. The Calculation Agent will solicit bids from securities dealers
that are believed by the Company to be willing to bid for the Securities.

         The amount of contingent interest payable on this Security in respect
of any six-month period, if any, will equal the greater of (i) 0.35% per annum
and (ii) a per annum rate equal to 5% of the Company's borrowing rate for senior
non-convertible, non-contingent fixed-rate Indebtedness with a maturity and
other terms comparable to this Security (but in no case more



                                                                               2

than 0.5%) multiplied by the sum of the Issue Price and the accreted Issue
Discount as of the Business Day immediately preceding the applicable six-month
period. The Company will determine its borrowing rate for senior
non-convertible, fixed-rate Indebtedness with a maturity comparable to this
Security, on such basis as it, in good faith, considers appropriate.

         Contingent interest, if any, will be payable to the Holders of this
Security as of the fifteenth day preceding the last day of the relevant
six-month period. Such payments will be paid on the last day of the relevant
six-month period.

         Issue Discount will continue to accrete at the yield to maturity
whether or not contingent interest is paid.

         Upon determination that the Holder of this Security is entitled to
receive contingent interest which may become payable during a relevant six-month
period, on or prior to the start of such six-month period, the Company will
publicly announce such determination and publish it on the Company's site on the
World Wide Web.

         The Company will not pay contingent interest accrued and unpaid on this
Security upon conversion into Common Stock, except under certain limited
circumstances described below.

         Semiannual Interest Payments at the Company's Option. From and after
         ----------------------------------------------------
the date of the occurrence of a Tax Event, the Company will have the option to
elect to have interest in lieu of future Issue Discount accrue at 2.25% per year
on a restated principal amount per Security and to pay such interest in cash.
The "restated principal amount" of a Security will be equal to the Issue Price
plus Issue Discount accreted to the date of the Tax Event or the date on which
the Company exercises the option described herein, whichever is later (the
"Option Exercise Date").

         Such interest shall accrue from the Option Exercise Date and will be
payable semiannually on interest payment dates of April 23 and October 23 of
each year to Holders of record at the close of business on April 8 or October 8
immediately preceding the interest payment date. Interest will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the Option Exercise Date. In the event that the Company exercises its
option to pay interest, the Redemption Price, Purchase Price and Change in
Control Purchase Price will be adjusted to reflect the restated principal
amount.

         A "Tax Event" means that the Company shall have received an opinion
from independent tax counsel experienced in such matters to the effect that, on
or after April 18, 2002, as a result of:

         (i)   any amendment to, or change (including any announced proposed
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or

         (ii)  any amendment to, or change in, an interpretation or application
of such laws or regulations by any legislative body, court, governmental agency
or regulatory authority,

in each case which amendment or change is enacted, promulgated, issued or
announced or which interpretation is issued or announced, on or after April 18,
2002 there is more than an



                                                                               3

insubstantial risk that interest (including issue discount and contingent
interest) payable on this Security either:

         (i)   would not be deductible on a current accrual basis, or

         (ii)  would not be deductible under any other method,

in either case in whole or in part, by the Company (by reason of deferral,
disallowance, or otherwise) for United States federal income tax purposes.

         General. If this Security is redeemed on a date that is after the
         -------
record date and prior to the corresponding interest payment date, interest, if
any, accrued and unpaid hereon to but not including the applicable Redemption
Date will be paid to the same Holder to whom the Company pays the principal of
this Security.

         Interest on Securities converted after a record date but prior to the
corresponding interest payment date will be paid to the Holder of the Securities
on the record date but, upon conversion the Holder must pay the Company the
interest which has accrued and will be paid on such interest payment date. No
such payment need be made with respect to Securities which will be redeemed
after a record date and prior to the corresponding interest payment date.

         Except as provided below, interest will be paid (i) on the Global
Securities to DTC in immediately available funds, (ii) on the Certificated
Securities having an aggregate Principal Amount at Maturity of $5,000,000 or
less, by check mailed to the Holders of such Securities; and (iii) on the
Certificated Securities having an aggregate Principal Amount at Maturity of more
than $5,000,000, by wire transfer in immediately available funds at the election
of the Holders of these Securities.

         Contingent interest and interest payable upon a conversion of a
Security to semiannual coupon Securities will be computed on the basis of a
360-day year comprised of twelve 30-day months.

         If the Principal Amount at Maturity hereof or any portion of such
Principal Amount at Maturity is not paid when due (whether upon acceleration
pursuant to Section 6.2 of the Indenture, upon the date set for payment of the
Redemption Price pursuant to paragraph 5 hereof, upon the date set for payment
of the Purchase Price or Change in Control Purchase Price pursuant to paragraph
6 hereof or upon the Stated Maturity of this Security), then in each such case
the overdue amount shall, to the extent permitted by law, bear interest at the
rate of 2.25% per annum, compounded semiannually, which interest shall accrue
from the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Redemption Prices, Purchase Prices, Change in
Control Purchase Prices and at Stated Maturity to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the
Securities. The Company will pay cash amounts in money of the United States that



                                                                               4

at the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.

3.       Paying Agent, Conversion Agent and Registrar.

         Initially, the Trustee will act as Paying Agent, Conversion Agent,
Calculation Agent and Registrar. The Company may appoint and change any Paying
Agent, Conversion Agent, Calculation Agent or Registrar without notice, other
than notice to the Trustee; provided that the Company will maintain at least one
Paying Agent in the State of New York, City of New York, Borough of Manhattan,
which shall initially be an office or agency of the Trustee. The Company or any
of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Conversion Agent, Calculation Agent or Registrar.

4.       Indenture.

         The Company issued the Securities under an Indenture dated as of April
24, 2002 (the "Indenture"), between the Company and the Trustee. The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms.

         The Securities are general unsecured obligations of the Company limited
to $375,452,000 aggregate Principal Amount at Maturity (subject to Section 2.7
of the Indenture). The Indenture does not limit other indebtedness of the
Company, secured or unsecured.

5.       Redemption at the Option of the Company.

         No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company at the Redemption Prices set forth below plus contingent interest
and additional amounts, if any, accrued and unpaid to the Redemption Date,
provided that the Securities are not redeemable prior to April 24, 2007.

         The table below shows the Redemption Prices of $1,000 Principal Amount
at Maturity of a Security on the dates shown below and at Stated Maturity, which
prices reflect accreted Issue Discount calculated to each such date. The
Redemption Price of a Security redeemed between such dates shall include an
additional amount reflecting the accreted Issue Discount accrued since the next
preceding date in the table.



                                                               Accreted Issue       Redemption
          Redemption Date                     Issue Price         Discount            Price
- ------------------------------------          -----------      ---------------      ----------
                                                                           
April 24:
2007 ...............................           $  639.23         $   75.67          $ 714.90
2008 ...............................           $  639.23         $   91.84          $ 731.07
2009 ...............................           $  639.23         $  108.39          $ 747.62
2010 ...............................           $  639.23         $  125.30          $ 764.53
2011 ...............................           $  639.23         $  142.60          $ 781.83




                                                                               5

                                                                    
2012 ...............................         $  639.23       $  160.29       $    799.52
2013 ...............................         $  639.23       $  178.38       $    817.61
2014 ...............................         $  639.23       $  196.88       $    836.11
2015 ...............................         $  639.23       $  215.80       $    855.03
2016 ...............................         $  639.23       $  235.14       $    874.37
2017 ...............................         $  639.23       $  254.93       $    894.16
2018 ...............................         $  639.23       $  275.16       $    914.39
2019 ...............................         $  639.23       $  295.85       $    935.08
2020 ...............................         $  639.23       $  317.01       $    956.24
2021 ...............................         $  639.23       $  338.64       $    977.87
At stated maturity .................         $  639.23       $  360.77       $  1,000.00



         If converted to semiannual coupon notes following the occurrence of a
Tax Event, the Security will be redeemable at the restated principal amount plus
accrued and unpaid interest from the date of conversion through the conversion
date.

6.       Purchase By the Company at the Option of the Holder.

         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, all or any portion of
the Securities held by such Holder in integral multiples of $1,000 Principal
Amount at Maturity on the following Purchase Dates and at the following Purchase
Prices per $1,000 Principal Amount at Maturity, plus, in each case, accrued and
unpaid contingent interest and additional amounts, if any, to the Purchase Date
upon delivery of a Purchase Notice containing the information set forth in the
Indenture, at any time from the opening of business on the date that is 20
Business Days prior to such Purchase Date until the close of business on the
third Business Day prior to such Purchase Date, and upon delivery of the
Securities to the Paying Agent by the Holder as set forth in the Indenture.

                    Purchase Price               Purchase Price
                    --------------               --------------
                    April 24, 2004                  $ 668.49
                    April 24, 2007                  $ 714.90
                    April 24, 2012                  $ 799.52
                    April 24, 2017                  $ 894.16

         The purchase prices shown above are equal to the issue price plus
accreted issue discount to the purchase date. If prior to a purchase date the
Securities have been converted to semiannual coupon Securities following the
occurrence of a Tax Event, the Purchase Price will be equal to the restated
principal amount plus accrued and unpaid interest from the Option Exercise Date
to the Purchase Date.

         The Purchase Price shall be paid by the Company in cash.

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase the Securities
held by such Holder no later than 30 days after the Company's delivery of notice
of a Change in Control of the Company (as required



                                                                               6

by Section 3.8(b) of the Indenture) for a Change in Control Purchase Price equal
to the Issue Price plus accreted Issue Discount plus accrued and unpaid
contingent interest and additional amounts, if any, to the Change in Control
Purchase Date, which Change in Control Purchase Price shall be paid in cash;
provided, that if prior to a Change in Control Purchase Date the Securities have
been converted to semiannual coupon Securities following the occurrence of a Tax
Event, the Company will be required to purchase the Securities at a cash price
equal to the restated principal amount plus accrued and unpaid interest
(including contingent interest and additional amounts, if any) from the Option
Exercise Date to the Change in Control Purchase Date.

     Holders have the right to withdraw any Purchase Notice or Change in Control
Purchase Notice, as the case may be, by delivering to the Paying Agent a written
notice of withdrawal in accordance with the provisions of the Indenture.

     If cash sufficient to pay the Purchase Price or Change in Control Purchase
Price, as the case may be, of all Securities or portions thereof to be purchased
as of the Purchase Date or the Change in Control Purchase Date, as the case may
be, is deposited with the Paying Agent on the Business Day following the
Purchase Date or the Change in Control Purchase Date, Issue Discount and other
interest ceases to accrete or accrue on such Securities (or portions thereof)
immediately after such Purchase Date or Change in Control Purchase Date, and the
Holder thereof shall have no other rights as such other than the right to
receive the Purchase Price or Change in Control Purchase Price upon surrender of
such Security.

7.   Notice of Redemption.

     Notice of redemption pursuant to paragraph 5 of this Security will be
mailed at least 20 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's registered address. If
money sufficient to pay the Redemption Price of all Securities (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying
Agent prior to or on the Redemption Date, immediately after such Redemption Date
Issue Discount ceases to accrete on such Securities or portions thereof.
Securities in denominations larger than $1,000 of Principal Amount at Maturity
may be redeemed in part but only in integral multiples of $1,000 of Principal
Amount at Maturity.

8.   Conversion.

     Subject to and in compliance with the provisions of the Indenture
(including, without limitation, the conditions to conversion of this Security
set forth in Section 10.1 thereof), a Holder is entitled, at such Holder's
option, to convert the Holder's Security (or any portion of the Principal Amount
at Maturity thereof that is $1,000 or an integral multiple $1,000), into a
number of fully paid and nonassessable shares of Common Stock equal to the
Conversion Rate in effect at the time of conversion.

     The Company will notify Holders of any event triggering the right to
convert the Securities as specified above in accordance with the Indenture.

     A Security in respect of which a Holder has delivered a Purchase Notice or
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to



                                                                               7

purchase such Security may be converted only if such notice of exercise is
withdrawn in accordance with the terms of the Indenture.

     The initial Conversion Rate is 15.3699 shares of Common Stock per $1,000
Principal Amount at Maturity, subject to adjustment in certain events described
in the Indenture.

     To surrender a Security for conversion, a Holder must (1) complete and
manually sign the conversion notice below (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent, (2)
surrender the Security to the Conversion Agent, (3) furnish appropriate
endorsements and transfer documents and (4) pay any transfer or similar tax, if
required.

     A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the shares of Common Stock except as
provided in the Indenture. On conversion of a Security, that portion of accreted
Issue Discount attributable to the period from the Issue Date through the
Conversion Date with respect to the converted Security shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through the delivery of the Common Stock (together with the cash
payment, if any, in lieu of fractional shares) in exchange for the Security
being converted pursuant to the terms hereof; and the fair market value of such
shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for Issue Discount accreted through the Conversion Date, and the
balance, if any, of such fair market value of such Common Stock (and any such
cash payment) shall be treated as issued in exchange for the Issue Price of the
Security being converted pursuant to the provisions hereof.

     No fractional shares of Common Stock shall be issued upon conversion of any
Security. Instead of any fractional share of Common Stock that would otherwise
be issued upon conversion of such Security, the Company shall pay a cash
adjustment as provided in the Indenture.

     The Conversion Rate may be adjusted from time to time as set forth in the
Indenture.

     The Company from time to time may voluntarily increase the Conversion Rate
as set forth in the Indenture.

     If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into shares of Common Stock may be changed into a right to convert it
into securities, cash or other assets of the Company or another person.

9.   Conversion Arrangement on Call for Redemption.

     Any Securities called for redemption, unless surrendered for conversion
before the close of business on the day that is two Business Days prior to the
Redemption Date, may be deemed to be purchased from the Holders of such
Securities at an amount not less than the Redemption Price, by one or more
investment bankers or other purchasers who may agree with the Company



                                                                               8

to purchase such Securities from the Holders, to convert them into shares of
Common Stock and to make payment for such Securities to the Trustee in trust for
such Holders.

10.  Tax Treatment.

     The Company agrees, and by acceptance of a beneficial ownership interest in
the Securities each Holder of Securities will be deemed to have agreed, for
United States federal income tax purposes, (i) to treat the Securities as
indebtedness that is subject to United States Treasury regulation section
1.1275-4 (the "Contingent Payment Debt Regulations") and, for purposes of the
Contingent Payment Debt Regulations, to treat the fair market value of any stock
beneficially received by a Holder upon any conversion of the Securities as a
contingent payment and (ii) to be bound by the Company's determination of the
comparable yield and projected payment schedule, within the meaning of the
Contingent Payment Debt Regulations, with respect to the Securities. A Holder of
Securities may obtain the issue price, issue date, amount of original issue
discount, yield to maturity, comparable yield and projected payment schedule by
submitting a written request to the Company at the following address: Greater
Bay Bancorp, 2860 West Bayshore Road, Palo Alto, CA 94303, Attention: Shawn E.
Saunders.

11.  Denominations; Transfer; Exchange.

     The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Purchase Notice or Change in Control
Purchase Notice has been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

12.  Persons Deemed Owners.

     The registered Holder of this Security may be treated as the owner of this
Security for all purposes.

13.  Unclaimed Money or Securities.

     The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years, subject to
applicable unclaimed property law. After return to the Company, Holders entitled
to the money or securities must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.



                                                                               9

14.  Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in aggregate Principal Amount at Maturity of the Securities at
the time outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount at Maturity
of the Securities at the time outstanding. Subject to certain exceptions set
forth in the Indenture, without the consent of any Securityholder, the Company
and the Trustee may amend the Indenture or the Securities so long as such
changes, other that those in clause (ii), do not materially and adversely affect
the interest of Securityholders (i) to cure any ambiguity, omission, defect or
inconsistency, (ii) to comply with Article 5 of the Indenture, (iii) to add to
the covenants of the Company for the benefit of Securityholders or to secure the
Company's obligations under the Securities and this Indenture, or (iv) to comply
with any requirement of the SEC in connection with the qualification of the
Indenture under the TIA.

15.  Defaults and Remedies.

     If any Event of Default with respect to Securities shall occur and be
continuing, the principal of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.

16.  Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

17.  Calculations in Respect of Securities.

     The Company or its agents will be responsible for making all calculations
called for under the Securities including, but not limited to, determination of
the Trading Prices for the Securities and the Closing Prices of the Common Stock
and the amounts of contingent interest payments, if any. Any calculations made
in good faith and without manifest error will be final and binding on Holders of
the Securities. The Company will be required to deliver to the Trustee a
schedule of its calculations and the Trustee will be entitled to rely upon the
accuracy of such calculations without independent verification.

18.  No Recourse Against Others.

     A director, officer, employee or shareholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.



                                                                              10

19.  Authentication.

     This Security shall not be valid until an authorize signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.

20.  Abbreviations.

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

21.  GOVERNING LAW.

     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.

     The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture which has in it the text of this Security
in larger type. Requests may be made to:

         Greater Bay Bancorp
         2860 West Bayshore Road
         Palo Alto, CA 94303
         Attn: Investor Relations Department



                                                                              11


                ASSIGNMENT FORM                          CONVERSION NOTICE
                                            
     To assign this Security, fill in the      To convert this Security into Common
     form below:                               Stock of the Company, check the box [_]

     I or we assign and transfer this          To convert only part of this Security,
     Security to                               state the Principal Amount at Maturity
     _________________________                 to be converted (which must be $1,000 or
     _________________________                 an integral multiple of $1,000):
     (Insert assignee's soc. sec. or tax
     ID no.)                                   If you want the stock certificate made
     _________________________                 out in another person's name fill in the
     _________________________                 form below:
     _________________________
     (Print or type assignee's name,           _________________________
     address and zip code)                     _________________________
                                               (Insert the other person's soc. sec. tax
                                               ID no.
     and irrevocably appoint
                                               __________________________
     ____________________ agent to             __________________________
     transfer this Security on the books       __________________________
     of the Company. The agent may             __________________________
     substitute another to act for him.        __________________________
                                               (Print or type other person's name,
                                               address and zip code)


Date:  __________ Your Signature: ______________________________________________

________________________________________________________________________________
(Sign exactly as your name appears on the other side of this Security)

Signature Guaranteed

________________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

By: ____________________________________
            Authorized Signatory



                                   EXHIBIT A-2

                         [Form of Certificated Security]

           THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT AND IS SUBJECT
TO THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY
REGULATIONS SECTION 1.1275-4(b). FOR INFORMATION REGARDING THE ISSUE PRICE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, THE YIELD TO MATURITY, THE
"COMPARABLE YIELD" AND PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY, YOU SHOULD
CONTACT: GREATER BAY BANCORP, 2860 WEST BAYSHORE ROAD, PALO ALTO, CA 94303,
ATTENTION: SHAWN E. SAUNDERS.

           THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR
ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN
THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

           (1)  REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933;

           (2)  AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
                ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE
                SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON
                CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY
                SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
                COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C)
                TO A NON-U.S. PERSON OUTSIDE THE UNITED STATES IN COMPLIANCE
                WITH REGULATION S UNDER THE SECURITIES ACT OF 1933, (D) PURSUANT
                TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
                THE SECURITIES ACT OF 1933 (IF AVAILABLE), (E) TO AN
                INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE
                MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER
                THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION
                UNDER THE SECURITIES ACT, IF AVAILABLE OR (F) PURSUANT TO A
                REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
                THE SECURITIES ACT OF 1933 AND WHICH CONTINUES TO BE EFFECTIVE
                AT THE TIME OF SUCH TRANSFER; AND

           (3)  AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY
                EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT
                TO CLAUSE 2(F) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF
                THIS LEGEND.

           [THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.]



                                                                               2

                               GREATER BAY BANCORP

       Zero Coupon Senior Convertible Contingent Debt Securities due 2022


         No.                                   CUSIP: 391648 AH 5
         Issue Date: April 24, 2002            Issue Discount: $360.77 (for each
         Issue Price: $639.23                  $1,000 Principal Amount at
         (for each $1,000 Principal Amount     Maturity)
         at Maturity)

     GREATER BAY BANCORP, a Delaware corporation, promises to pay to
____________ or registered assigns, the Principal Amount at Maturity of
[_____________________ ($____________)] on ____________ _____, 2022.

     This Security shall not bear interest except as specified on the other side
of this Security. Issue Discount will accrete as specified on the other side of
this Security. This Security is convertible as specified on the other side of
this Security.

     Additional provisions of this Security are set forth on the other side of
this Security.

Dated:                                  GREATER BAY BANCORP

                                        By: _______________________
                                              Title:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.

By  ___________________________
       Authorized Signatory

Dated:



                   [FORM OF REVERSE SIDE IS IDENTICAL TO A-1]



                                   EXHIBIT B-1

                              Transfer Certificate

         In connection with any transfer of any of the Securities within the
period prior to the expiration of the holding period applicable to the sales
thereof under Rule 144(k) under the Securities Act of 1933, as amended (the
"Securities Act") (or any successor provision), the undersigned registered owner
of this Security hereby certifies with respect to $____________ Principal Amount
at Maturity of the above-captioned Securities presented or surrendered on the
date hereof (the "Surrendered Securities") for registration of transfer, or for
exchange or conversion where the securities issuable upon such exchange or
conversion are to be registered in a name other than that of the undersigned
registered owner (each such transaction being a "transfer"), that such transfer
complies with the restrictive legend set forth on the face of the Surrendered
Securities for the reason checked below:

         [_]   A transfer of the Surrendered Securities is made to the Company
               or any subsidiaries; or

         [_]   The transfer of the Surrendered Securities complies with Rule
               144A under the U.S. Securities Act of 1933, as amended (the
               "Securities Act"); or

         [_]   The transfer of the Securities is made to a "non-U.S. person" (as
               such term is used in Regulation S under the Securities Act
               ("Regulation S")) in compliance with Regulation S; or

         [_]   The transfer of the Surrendered Securities complies with Rule
               501(a)(1), (2), (3) or (7) of Regulation D under the Securities
               Act; or

         [_]   The transfer of the Surrendered Securities is pursuant to an
               effective registration statement under the Securities Act, or

         [_]   The transfer of the Surrendered Securities is pursuant to another
               available exemption from the registration requirement of the
               Securities Act.

         and unless the box below is checked, the undersigned confirms that, to
the undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"Affiliate").

         [_]   The transferee is an Affiliate of the Company.


DATE:               __________________________________
                              Signature(s)



                                                                               2

         (If the registered owner is a corporation, partnership or fiduciary,
the title of the Person signing on behalf of such registered owner must be
stated.)

Signature Guaranteed

_______________________________________
Participant in a Recognized Signature

Guarantee Medallion Program

By: _____________________________
        Authorized Signatory

EX-4.3

                                                                     Exhibit 4.3

                      Resale Registration Rights Agreement

                                      among

                              Greater Bay Bancorp,

                              Lehman Brothers Inc.

                                       and

                        Sandler O'Neill & Partners, L.P.




                           Dated as of April 24, 2002



                                TABLE OF CONTENTS



                                                                                Page
                                                                                ----
                                                                              
1.       Definitions............................................................ 1

2.       Shelf Registration..................................................... 4

3.       Additional Amounts..................................................... 5

4.       Registration Procedures................................................ 6

5.       Registration Expenses..................................................13

6.       Indemnification and Contribution.......................................14

7.       Rule 144A..............................................................17

8.       Participation in Underwritten Registrations............................17

9.       Selection of Underwriters..............................................17

10.      Miscellaneous..........................................................18




          Resale Registration Rights Agreement, dated as of April 24, 2002,
among Greater Bay Bancorp, a California corporation (together with any successor
entity, herein referred to as the "Issuer"), and Lehman Brothers Inc. and
Sandler O'Neill & Partners, L.P. (the "Initial Purchasers").

          Pursuant to the Purchase Agreement, dated April 18, 2002, between the
Issuer and the Initial Purchasers (the "Purchase Agreement"), the Initial
Purchasers have agreed to purchase from the Issuer up to $375,452,000 aggregate
principal amount at maturity of Zero Coupon Senior Convertible Contingent Debt
Securities (the "CODES") (including $62,575,000 aggregate principal amount if
the initial purchasers exercise their option to purchase additional CODES, as
set forth in the Purchase Agreement). The CODES initially will be convertible
into fully paid, nonassessable common stock, no par value per share, of the
Issuer (the "Common Stock") on the terms, and subject to the conditions, set
forth in the Indenture (as defined herein). To induce the Initial Purchasers to
purchase the CODES, the Issuer has agreed to provide the registration rights set
forth in this Agreement pursuant to the Purchase Agreement.

          The parties hereby agree as follows:

          1.   Definitions. As used in this Agreement, the following capitalized
terms shall have the following meanings:

          Additional Amounts: As defined in Section 3(a) hereof.

          Additional Amounts Payment Date: Each April 23 and October 23,
     commencing October 23, 2002.

          Agreement: This Resale Registration Rights Agreement, as amended,
     modified or otherwise supplemented from time to time in accordance with the
     terms hereof.

          Applicable Amount: With respect to each $1,000 principal amount at
     maturity of CODES, the sum of the initial issue price of such CODES
     ($639.23) plus accreted issue discount with respect to such CODES through
     the date of determination; provided, that if no CODES are outstanding at
     the time of determination, the Applicable Amount shall be calculated as if
     the CODES were then outstanding; provided, further, that in respect of any
     CODES that have been converted into Common Stock, the Applicable Amount
     shall be based on the principal amount at maturity of the CODES so
     converted.

          Blue Sky Application: As defined in Section 6(a) hereof.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Business Day: A day other than a Saturday or Sunday or any day on
     which banking institutions in The City of New York are authorized or
     obligated by law or executive order to close.

          Closing Date: The date of this Agreement.

          CODES: As defined in the preamble hereto.



          Commission: Securities and Exchange Commission.

          Common Stock: As defined in the preamble hereto.

          Effectiveness Period: As defined in Section 2(a)(iii) hereof.

          Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.

          Exchange Act: Securities Exchange Act of 1934, as amended, and the
     rules and regulations of the Commission thereunder.

          Holder: A Person who owns, beneficially or otherwise, Transfer
     Restricted Securities.

          Indemnified Holder: As defined in Section 6(a) hereof.

          Indenture: The Indenture, dated as of April 24, 2002, between the
     Issuer and Wilmington Trust Company, as trustee (the "Trustee"), pursuant
     to which the CODES are to be issued, as such Indenture is amended, modified
     or supplemented from time to time in accordance with the terms thereof.

          Initial Purchasers: As defined in the preamble hereto.

          Issuer: As defined in the preamble hereto.

          Majority of Holders: Holders holding more than 50% of the aggregate
     principal amount at maturity of CODES outstanding; provided that, for
     purpose of this definition, a holder of shares of Common Stock which
     constitute Transfer Restricted Securities when issued upon conversion of
     the CODES shall be deemed to hold an aggregate principal amount at maturity
     of CODES (in addition to the principal amount at maturity of CODES held by
     such holder) equal to $1,000 times the quotient of (x) the number of such
     shares of Common Stock received upon conversion of the CODES and then held
     by such holder and (y) the prevailing conversion rate, such prevailing
     conversion rate as determined in accordance with the Indenture.

          NASD: National Association of Securities Dealers, Inc.

          Person: An individual, partnership, corporation, unincorporated
     organization, limited liability company, trust, joint venture or a
     government or agency or political subdivision thereof.

          Prospectus: The prospectus included in a Shelf Registration Statement,
     as amended or supplemented by any prospectus supplement and by all other
     amendments thereto, including post-effective amendments, and all material
     incorporated by reference into such Prospectus.

          Purchase Agreement: As defined in the preamble hereto.

                                       2



          Questionnaire: As defined in Section 2(b) hereof.

          Questionnaire Deadline: As defined in Section 2(b) hereof.

          Record Holder: With respect to any Additional Amounts Payment Date,
     each Person who is a Holder on the record date with respect to such
     Additional Amounts Payment Date, which record date shall be the date that
     is the 15/th/ day preceding the relevant Additional Amounts Payment Date.
     In the case of a Holder of shares of Common Stock issued upon conversion of
     CODES, "Record Holder" shall mean each Person who is a Holder of shares of
     Common Stock which constitute Transfer Restricted Securities on the 15/th/
     day preceding the relevant Additional Amounts Payment Date.

          Registration Default: As defined in Section 3(a) hereof.

          Sale Notice: As defined in Section 4(d) hereof.

          Securities Act: Securities Act of 1933, as amended, and the rules and
     resolutions of the Commission thereunder.

          Shelf Filing Deadline: As defined in Section 2(a)(i) hereof.

          Shelf Registration Statement: As defined in Section 2(a)(i) hereof.

          Suspension Notice. As defined in Section 4(c) hereof.

          Suspension Period. As defined in Section 4(b)(i) hereof.

          TIA: Trust Indenture Act of 1939, as amended, and the rules and
     regulations of the Commission thereunder, in each case, as in effect on the
     date the Indenture is qualified under the TIA.

          Transfer Restricted Securities: Each CODES and each share of Common
     Stock issued upon conversion of CODES until the earlier of:

               (i)  the date on which such CODES or such share of Common Stock
          issued upon conversion thereof has been effectively registered under
          the Securities Act and disposed of in accordance with the Shelf
          Registration Statement;

               (ii) the date on which such CODES or such share of Common Stock
          issued upon conversion thereof is transferred in compliance with Rule
          144 under the Securities Act or may be sold or transferred by a person
          who is not an affiliate of the Issuer pursuant to Rule 144 under the
          Securities Act (or any other similar provision then in force) without
          any volume or manner of sale restrictions thereunder; or

                                        3



               (iii) the date on which such CODES or such share of Common Stock
          issued upon conversion ceases to be outstanding (whether as a result
          of redemption, repurchase and cancellation, conversion or otherwise).

          Underwritten Registration or Underwritten Offering: A registration in
     which CODES of the Issuer are sold to an underwriter for reoffering to the
     public.

          2. Shelf Registration.

          The Issuer shall:

               (i)   not later than 90 days after the date hereof (the "Shelf
          Filing Deadline"), cause to be filed a registration statement pursuant
          to Rule 415 under the Securities Act (together with any amendments
          thereto, and including any documents incorporated by reference
          therein, the "Shelf Registration Statement"), which Shelf Registration
          Statement shall provide for resales of all Transfer Restricted
          Securities held by Holders that have provided the information required
          pursuant to the terms of Section 2(b) hereof;

               (ii)  use its reasonable best efforts to cause the Shelf
          Registration Statement to be declared effective by the Commission not
          later than 180 days after the date hereof (the "Effectiveness Target
          Date"); and

               (iii) use its reasonable best efforts to keep the Shelf
          Registration Statement continuously effective, supplemented and
          amended as required by the provisions of Section 4(b) hereof to the
          extent necessary to ensure that it (A) is available for resales by the
          Holders of Transfer Restricted Securities entitled to the benefit of
          this Agreement and (B) conforms with the requirements of this
          Agreement and the Securities Act for a period (the "Effectiveness
          Period") of:

                     (1) two years following the last date of original issuance
               of CODES; or

                     (2) such shorter period that will terminate when (x) all of
               the Holders of Transfer Restricted Securities are able to sell
               all Transfer Restricted Securities immediately without
               restriction pursuant to Rule 144(k) under the Securities Act or
               any successor rule thereto, (y) when all Transfer Restricted
               Securities have ceased to be outstanding (whether as a result of
               redemption, repurchase and cancellation, conversion or otherwise)
               or (z) all Transfer Restricted Securities registered under the
               Shelf Registration Statement have been sold.

          (b)  To have its Transfer Restricted Securities included in the Shelf
Registration Statement pursuant to this Agreement, each Holder shall complete
the Selling Securityholder Notice and Questionnaire, the form of which is
contained in Annex A to the Offering Memorandum relating to the CODES (the
"Questionnaire"). The Issuer shall mail the Questionnaire to each Holder not
less than 30 calendar days prior to the time the Issuer intends in good faith to
have the Shelf Registration Statement declared effective by the Commission.

                                        4



Holders are required to complete and deliver the Questionnaire to the Issuer
within 20 business days after the Issuer's delivery thereof (the "Questionnaire
Deadline"). Upon receipt of a Questionnaire from a Holder on or prior to the
Questionnaire Deadline, the Issuer shall include such Holder's Transfer
Restricted Securities in the Shelf Registration Statement and the Prospectus. In
addition, promptly upon the request of a Holder given to the Issuer at any time,
the Issuer shall deliver a Questionnaire to such Holder. Notwithstanding the
foregoing, upon receipt of a completed Questionnaire from a Holder who did not
complete and deliver a Questionnaire prior to the Questionnaire Deadline, the
Issuer shall use its reasonable best efforts to file such pre-effective
amendments to the Shelf Registration Statement or supplements to a related
Prospectus as are necessary to permit such Holder to deliver such Prospectus to
transferees of Transfer Restricted Securities; provided that any failure by the
Issuer to file such pre-effective amendments or supplements shall not result in
the payment of Additional Amounts to such Holder; and provided further that the
Issuer will under no circumstances be obligated to file a post-effective
amendment to the Shelf Registration Statement to name such Holder as a selling
securityholder.

               (c) Upon receipt of written request for additional information
from the Issuer, each Holder who intends to be named as a selling securityholder
in the Shelf Registration Statement shall furnish to the Issuer in writing,
within 20 Business Days after such Holder's receipt of such request, such
additional information regarding such Holder and the proposed distribution by
such Holder of its Transfer Restricted Securities, in connection with the Shelf
Registration Statement or Prospectus or Preliminary Prospectus included therein
and in any application to be filed with or under state securities law, as the
Issuer may reasonably request. In connection with all such requests for
information from Holders of Transfer Restricted Securities, the Issuer shall
notify such Holders of the requirements set forth in this paragraph regarding
their obligation to provide the information requested pursuant to this Section
2(c). Each Holder as to which the Shelf Registration Statement is being effected
agrees to furnish promptly to the Issuer all information required to be
disclosed in order to make information previously furnished to the Issuer by
such Holder not materially misleading.

               3.  Additional Amounts.

               (a) If:

                   (i)   the Shelf Registration Statement is not filed with the
               Commission prior to or on the Shelf Filing Deadline;

                   (ii)  the Shelf Registration Statement has not been declared
               effective by the Commission prior to or on the Effectiveness
               Target Date;

                   (iii) except as provided in Section 4(b)(i) hereof, the Shelf
               Registration Statement is filed and declared effective but,
               during the Effectiveness Period, shall thereafter cease to be
               effective or fail to be usable for its intended purpose without
               being succeeded within five Business Days by a post-effective
               amendment to the Shelf Registration Statement, a supplement to
               the Prospectus or a report filed with the Commission pursuant to
               Section 13(a), 13(c), 14 or 15(d) of

                                       5



                  the Exchange Act that cures such failure and, in the
                  case of a post-effective amendment, is itself immediately
                  declared effective; or

                        (iv)  (A) prior to or on the 45/th/ or 70/th/ day, as
                  the case may be, of any Suspension Period, such suspension has
                  not been terminated or (B) Suspension Periods exceed an
                  aggregate of 100 days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (iv), a
"Registration Default"), the Issuer hereby agrees to pay additional amounts
("Additional Amounts") with respect to the Transfer Restricted Securities from
and including the day following the Registration Default to but excluding the
day on which the Registration Default has been cured, accruing at a rate:

                        (A)   in respect of the CODES, to each holder of CODES,
                  (x) with respect to the first 90-day period during which a
                  Registration Default shall have occurred and be continuing,
                  equal to 0.25% per annum of the Applicable Amount of the
                  CODES, and (y) with respect to the period commencing on the
                  91/st/ day following the day the Registration Default shall
                  have occurred and be continuing, equal to 0.50% per annum of
                  the Applicable Amount of the CODES; provided that in no event
                  shall Additional Amounts accrue at a rate per year exceeding
                  0.50% of the Applicable Amount of the CODES; and

                        (B)   in respect of any shares of Common Stock, to each
                  holder of shares of Common Stock issued upon conversion of
                  CODES, (x) with respect to the first 90-day period in which a
                  Registration Default shall have occurred and be continuing,
                  equal to 0.25% per annum of the Applicable Amount of the
                  converted CODES, and (y) with respect to the period commencing
                  the 91st day following the day the Registration Default shall
                  have occurred and be continuing, equal to 0.50% per annum of
                  the Applicable Amount of the converted CODES; provided that in
                  no event shall Additional Amounts accrue at a rate per year
                  exceeding 0.50% of the Applicable Amount of the converted
                  CODES.

                  (b)   All accrued Additional Amounts shall be paid in arrears
to Record Holders by the Issuer on each Additional Amounts Payment Date by wire
transfer of immediately available funds or by federal funds check. Following the
cure of all Registration Defaults relating to any particular Security or share
of Common Stock, the accrual of Additional Amounts with respect to such Security
or share of Common Stock will cease. The Issuer agrees to deliver all notices,
certificates and other documents contemplated by the Indenture in connection
with the payment of Additional Amounts.

                  All obligations of the Issuer set forth in this Section 3 that
are outstanding with respect to any Transfer Restricted Security at the time
such security ceases to be a Transfer Restricted Security shall survive until
such time as all such obligations with respect to such Transfer Restricted
Security shall have been satisfied in full.

                  The Additional Amounts set forth above shall be the exclusive
monetary remedy available to the Holders of Transfer Restricted Securities for
such Registration Default.

                  4.    Registration Procedures.

                                       6



                  (a)   In connection with the Shelf Registration Statement, the
Issuer shall comply with all the provisions of Section 4(b) hereof and shall use
its best efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto, shall as expeditiously as
possible prepare and file with the Commission a Shelf Registration Statement
relating to the registration on any appropriate form under the Securities Act.

                  (b)   In connection with the Shelf Registration Statement and
any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities, the Issuer shall:

                        (i)   Subject to any notice by the Issuer in accordance
                  with this Section 4(b) of the existence of any fact or event
                  of the kind described in Section 4(b)(iii)(D), use its
                  reasonable best efforts to keep the Shelf Registration
                  Statement continuously effective during the Effectiveness
                  Period; upon the occurrence of any event that would cause the
                  Shelf Registration Statement or the Prospectus contained
                  therein (A) to contain a material misstatement or omission or
                  (B) not be effective and usable for resale of Transfer
                  Restricted Securities during the Effectiveness Period, the
                  Issuer shall file promptly an appropriate amendment to the
                  Shelf Registration Statement, a supplement to the Prospectus
                  or a report filed with the Commission pursuant to Section
                  13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of
                  clause (A), correcting any such misstatement or omission, and,
                  in the case of either clause (A) or (B), use its best efforts
                  to cause such amendment to be declared effective and the Shelf
                  Registration Statement and the related Prospectus to become
                  usable for their intended purposes as soon as practicable
                  thereafter. Notwithstanding the foregoing, the Issuer may
                  suspend the effectiveness of the Shelf Registration Statement
                  by written notice to the Holders for a period not to exceed an
                  aggregate of 45 days in any 90-day period (each such period, a
                  "Suspension Period") if:

                              (x)  an event occurs and is continuing as a result
                        of which the Shelf Registration Statement would, in the
                        Issuer's reasonable judgment, contain an untrue
                        statement of a material fact or omit to state a material
                        fact required to be stated therein or necessary to make
                        the statements therein not misleading; and

                              (y)  the Issuer reasonably determines that the
                        disclosure of such event at such time would have a
                        material adverse effect on the business of the Issuer
                        (and its subsidiaries, if any, taken as a whole);

                  provided that in the event the disclosure relates to a
                  previously undisclosed proposed or pending material business
                  transaction, the disclosure of which would impede the Issuer's
                  ability to consummate such transaction, the Issuer may extend
                  a Suspension Period from 45 days to 70 days; provided,
                  however, that Suspension Periods shall not exceed an aggregate
                  of 100 days in any 360-day period.

                                       7



                        (ii)  Prepare and file with the Commission such
                  amendments and post-effective amendments to the Shelf
                  Registration Statement as may be necessary to keep the Shelf
                  Registration Statement effective during the Effectiveness
                  Period; cause the Prospectus to be supplemented by any
                  required Prospectus supplement, and as so supplemented to be
                  filed pursuant to Rule 424 under the Securities Act, and to
                  comply fully with the applicable provisions of Rules 424 and
                  430A under the Securities Act in a timely manner; and comply
                  with the provisions of the Securities Act with respect to the
                  disposition of all securities covered by the Shelf
                  Registration Statement during the applicable period in
                  accordance with the intended method or methods of distribution
                  by the sellers thereof set forth in the Shelf Registration
                  Statement or supplement to the Prospectus; provided, however,
                  that in no event will such method(s) of distribution take the
                  form of an underwritten offering without the prior written
                  agreement of the Issuer.

                        (iii) Advise the underwriter(s), if any, and selling
                  Holders promptly (but in any event within five Business Days)
                  and, if requested by such Persons, to confirm such advice in
                  writing:

                              (A) when the Prospectus or any Prospectus
                        supplement or post-effective amendment has been filed,
                        and, with respect to the Shelf Registration Statement or
                        any post-effective amendment thereto, when the same has
                        become effective,

                              (B) of any request by the Commission for
                        amendments to the Shelf Registration Statement or
                        amendments or supplements to the Prospectus or for
                        additional information relating thereto,

                              (C) of the issuance by the Commission of any stop
                        order suspending the effectiveness of the Shelf
                        Registration Statement under the Securities Act or of
                        the suspension by any state securities commission of the
                        qualification of the Transfer Restricted Securities for
                        offering or sale in any jurisdiction, or the initiation
                        of any proceeding for any of the preceding purposes, or

                              (D) of the existence of any fact or the happening
                        of any event, during the Effectiveness Period, that
                        makes any statement of a material fact made in the Shelf
                        Registration Statement, the Prospectus, any amendment or
                        supplement thereto, or any document incorporated by
                        reference therein untrue, or that requires the making of
                        any additions to or changes in the Shelf Registration
                        Statement or the Prospectus in order to make the
                        statements therein not misleading.

                  If at any time the Commission shall issue any stop order
                  suspending the effectiveness of the Shelf Registration
                  Statement, or any state securities commission or other
                  regulatory authority shall issue an order suspending the
                  qualification or exemption from qualification of the Transfer
                  Restricted Securities under state securities or Blue Sky laws,
                  the Issuer shall use its best efforts to

                                       8



                  obtain the withdrawal or lifting of such order at the earliest
                  possible time and will provide to the Initial Purchasers and
                  each Holder who is named in the Shelf Registration Statement
                  prompt notice of the withdrawal of any such order.

                      (iv) Furnish to one counsel for the selling Holders and
                  each of the underwriter(s), if any, before filing with the
                  Commission, a copy of the Shelf Registration Statement and
                  copies of any Prospectus included therein or any amendments or
                  supplements to the Shelf Registration Statement or Prospectus
                  (other than documents incorporated by reference after the
                  initial filing of the Shelf Registration Statement), which
                  documents will be subject to the review of such holders and
                  underwriter(s), if any, for a period of at least five Business
                  Days (in the case of the Shelf Registration Statement and
                  Prospectus) and two Business Days (in the case of any
                  amendment or supplement thereto), and the Issuer will not file
                  the Shelf Registration Statement or Prospectus or any
                  amendment or supplement to the Shelf Registration Statement or
                  Prospectus (other than documents incorporated by reference) to
                  which a selling Holder of Transfer Restricted Securities
                  covered by the Shelf Registration Statement or the
                  underwriter(s), if any, shall reasonably object prior to the
                  filing thereof. A selling Holder or underwriter, if any, shall
                  be deemed to have reasonably objected to such filing if the
                  Shelf Registration Statement, amendment, Prospectus or
                  supplement, as applicable, as proposed to be filed, contains a
                  material misstatement or omission.

                      (v)  Make available at reasonable times for inspection by
                  one or more representatives of the selling Holders, designated
                  in writing by a Majority of Holders whose Transfer Restricted
                  Securities are included in the Shelf Registration Statement,
                  any underwriter participating in any distribution pursuant to
                  the Shelf Registration Statement, and any attorney or
                  accountant retained by such selling Holders or any of the
                  underwriter(s), all financial and other records, pertinent
                  corporate documents and properties of the Issuer as shall be
                  reasonably necessary to enable them to exercise any applicable
                  due diligence responsibilities, and cause the Issuer's
                  officers, directors, managers and employees to supply all
                  information reasonably requested by any such representative or
                  representatives of the selling Holders, underwriter, attorney
                  or accountant in connection with the Shelf Registration
                  Statement after the filing thereof and before its
                  effectiveness, provided, however, that any information
                  designated by the Issuer as confidential at the time of
                  delivery of such information shall be kept confidential by the
                  recipient thereof and subject, upon request of the Issuer, to
                  the execution of a confidentiality agreement that is
                  reasonable in the context of a registered public offering.

                      (vi) If requested by any selling Holders or the
                  underwriter(s), if any, promptly incorporate in the Shelf
                  Registration Statement or Prospectus, pursuant to a supplement
                  or post-effective amendment if necessary, such information as
                  such selling Holders and underwriter(s), if any, may
                  reasonably request to have included therein, including,
                  without limitation: (1) information relating to the "Plan of
                  Distribution" of the Transfer Restricted Securities, (2)
                  information with

                                       9



               respect to the principal amount of CODES or number of shares of
               Common Stock being sold to such underwriter(s), (3) the purchase
               price being paid therefor and (4) any other terms of the offering
               of the Transfer Restricted Securities to be sold in such
               offering; and make all required filings of such Prospectus
               supplement or post-effective amendment as soon as reasonably
               practicable after the Issuer is notified of the matters to be
               incorporated in such Prospectus supplement or post-effective
               amendment.

                    (vii)  Furnish to each selling Holder and each of the
               underwriter(s), if any, upon their request, without charge, at
               least one copy of the Shelf Registration Statement, as first
               filed with the Commission, and of each amendment thereto (and any
               documents incorporated by reference therein or exhibits thereto
               (or exhibits incorporated in such exhibits by reference) as such
               Person may request).

                    (viii) Deliver to each selling Holder and each of the
               underwriter(s), if any, without charge, as many copies of the
               Prospectus (including each preliminary prospectus) and any
               amendment or supplement thereto as such Persons reasonably may
               request; subject to any notice by the Issuer in accordance with
               this Section 4(b) of the existence of any fact or event of the
               kind described in Section 4(b)(iii) (D), the Issuer hereby
               consents to the use of the Prospectus and any amendment or
               supplement thereto by each of the selling Holders and each of the
               underwriter(s), if any, in connection with the offering and the
               sale of the Transfer Restricted Securities covered by the
               Prospectus or any amendment or supplement thereto.

                    (ix)   The Issuer shall:

                    (A)    upon request, furnish to each selling Holder and
               each underwriter, if any, in such substance and scope as they may
               reasonably request and as are customarily made by issuers to
               underwriters in primary underwritten offerings for selling
               security holders, upon the date of closing of any sale of
               Transfer Restricted Securities in an Underwritten Registration:

                           (1) a certificate, dated the date of such closing,
                    signed by the Chief Financial Officer of the Issuer
                    confirming, as of the date thereof, the matters set forth in
                    Section 5(g) of the Purchase Agreement and such other
                    matters as such parties may reasonably request;

                           (2) opinions, each dated the date of such closing, of
                    counsel to the Issuer covering such of the matters as are
                    customarily covered in legal opinions to underwriters in
                    connection with underwritten offerings of securities; and

                           (3) customary comfort letters, dated the date of such
                    closing, from the Issuer's independent accountants (and from
                    any other accountants whose report is contained or
                    incorporated by reference in the Shelf Registration
                    Statement) in the customary form and covering matters

                                       10



                          of the type customarily covered in comfort letters to
                          underwriters in connection with underwritten offerings
                          of securities;

                          (B)    set forth in full in the underwriting
                  agreement, if any, indemnification provisions and procedures
                  which provide rights no less protective than those set forth
                  in Section 6 hereof with respect to all parties to be
                  indemnified; and

                          (C)    deliver such other documents and certificates
                  as may be reasonably requested by such parties to evidence
                  compliance with clause (A) above and with any customary
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the selling Holders pursuant to this
                  clause (ix).

                          (x)    Before any public offering of Transfer
                  Restricted Securities, cooperate with the selling Holders, the
                  underwriter(s), if any, and their respective counsel in
                  connection with the registration and qualification of the
                  Transfer Restricted Securities under the securities or Blue
                  Sky laws of such jurisdictions in the United States as the
                  selling Holders or underwriter(s), if any, may reasonably
                  request and do any and all other acts or things necessary or
                  advisable to enable the disposition in such jurisdictions of
                  the Transfer Restricted Securities covered by the Shelf
                  Registration Statement; provided, however, that the Issuer
                  shall not be required (A) to register or qualify as a foreign
                  corporation or a dealer of securities where it is not now so
                  qualified or to take any action that would subject it to the
                  service of process in any jurisdiction where it is not now so
                  subject or (B) to subject itself to taxation in any such
                  jurisdiction if it is not now so subject.

                          (xi)   Cooperate with the selling Holders and the
                  underwriter(s), if any, to facilitate the timely preparation
                  and delivery of certificates representing Transfer Restricted
                  Securities to be sold and not bearing any restrictive legends
                  (unless required by applicable securities laws); and enable
                  such Transfer Restricted Securities to be in such
                  denominations and registered in such names as the Holders or
                  the underwriter(s), if any, may request at least two Business
                  Days before any sale of Transfer Restricted Securities made by
                  such underwriter(s).

                          (xii)  Use its best efforts to cause the Transfer
                  Restricted Securities covered by the Shelf Registration
                  Statement to be registered with or approved by such other U.S.
                  governmental agencies or authorities as may be necessary to
                  enable the seller or sellers thereof or the underwriter(s), if
                  any, to consummate the disposition of such Transfer Restricted
                  Securities.

                          (xiii) Subject to Section 4(b)(i) hereof, if any
                  fact or event contemplated by Section 4(b)(iii)(D) hereof
                  shall exist or have occurred, use its best efforts to prepare
                  a supplement or post-effective amendment to the Shelf
                  Registration Statement or related Prospectus or any document
                  incorporated therein by reference or file any other required
                  document so that, as thereafter delivered to the purchasers of
                  Transfer Restricted Securities, the Prospectus will not
                  contain an untrue statement of a material fact or omit to
                  state any material fact required to be

                                       11



                  stated therein or necessary to make the statements therein, in
                  light of the circumstances in which they were made, not
                  misleading.

                          (xiv)   Provide CUSIP numbers for all Transfer
                  Restricted Securities not later than the effective date of the
                  Shelf Registration Statement and provide the Trustee under the
                  Indenture with certificates for the CODES that are in a form
                  eligible for deposit with The Depository Trust Company.

                          (xv)    Cooperate and assist in any filings required
                  to be made with the NASD and in the performance of any due
                  diligence investigation by any underwriter that is required to
                  be retained in accordance with the rules and regulations of
                  the NASD.

                          (xvi)   Otherwise use its reasonable best efforts to
                  comply with all applicable rules and regulations of the
                  Commission and all reporting requirements under the Exchange
                  Act.

                          (xvii)  Cause the Indenture to be qualified under
                  the TIA not later than the effective date of the Shelf
                  Registration Statement required by this Agreement, and, in
                  connection therewith, cooperate with the Trustee and the
                  holders of CODES to effect such changes to the Indenture as
                  may be required for such Indenture to be so qualified in
                  accordance with the terms of the TIA; and execute and use its
                  best efforts to cause the Trustee thereunder to execute all
                  documents that may be required to effect such changes and all
                  other forms and documents required to be filed with the
                  Commission to enable such Indenture to be so qualified in a
                  timely manner.

                          (xviii) Cause all Transfer Restricted Securities
                  covered by the Shelf Registration Statement to be listed or
                  quoted, as the case may be, on each securities exchange or
                  automated quotation system on which similar securities issued
                  by the Issuer are then listed or quoted.

                          (xix)   Provide to each Holder upon written request
                  each document filed with the Commission pursuant to the
                  requirements of Section 13 and Section 15 of the Exchange Act
                  after the effective date of the Shelf Registration Statement.

                          (xx)    If requested by the underwriters, prepare
                  and present to potential investors customary "road show" or
                  marketing materials in a manner consistent with other new
                  issuances of other securities similar to the Transfer
                  Restricted Securities.

                  (c)     Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of any notice (a "Suspension Notice")
from the Issuer of the existence of any fact of the kind described in Section
4(b)(iii)(D) hereof, such Holder will, and will use its reasonable best efforts
to cause any underwriter(s) in an Underwritten Offering to, forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the Shelf
Registration Statement until:

                                       12



               (i)   such Holder has received copies of the supplemented or
         amended Prospectus contemplated by Section 4(b)(xiii) hereof; or

               (ii)  such Holder is advised in writing by the Issuer that the
         use of the Prospectus may be resumed, and has received copies of any
         additional or supplemental filings that are incorporated by reference
         in the Prospectus.

If so directed by the Issuer, each Holder will deliver to the Issuer (at the
Issuer's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.

         (d)   Upon the effectiveness of the Shelf Registration Statement, each
Holder shall notify the Issuer at least three Business Days prior to any
intended distribution of Transfer Restricted Securities pursuant to the Shelf
Registration Statement (a "Sale Notice"), which notice shall be effective for
five Business Days. Each Holder of Transfer Restricted Securities, by accepting
the same, agrees to hold any communication by the Issuer in response to a Sale
Notice in confidence.

         5.    Registration Expenses. All expenses incident to the Issuer's
performance of or compliance with this Agreement shall be borne by the Issuer
regardless of whether a Shelf Registration Statement becomes effective,
including, without limitation:

               (i)   all registration and filing fees and expenses (including
         filings made by any Initial Purchasers or Holders with the NASD);

               (ii)  all fees and expenses of compliance with federal securities
         and state Blue Sky or securities laws;

               (iii) all expenses of printing (including printing of
         Prospectuses and certificates for the Common Stock to be issued upon
         conversion of the CODES) and the Issuer's expenses for messenger and
         delivery services and telephone;

               (iv)  all fees and disbursements of counsel to the Issuer and,
         subject to Section 5(b) below, the Holders of Transfer Restricted
         Securities;

               (v)   all application and filing fees in connection with listing
         (or authorizing for quotation) the Common Stock on a national
         securities exchange or automated quotation system pursuant to the
         requirements hereof; and

               (vi)  all fees and disbursements of independent certified public
         accountants of the Issuer (including the expenses of any special audit
         and comfort letters required by or incident to such performance).

         The Issuer shall bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Issuer.

                                       13



               (b)  In connection with the Shelf Registration Statement required
by this Agreement, including any amendment or supplement thereto, and any other
documents delivered to any Holders, the Issuer shall reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being registered
pursuant to the Shelf Registration Statement, as applicable, for the reasonable
fees and disbursements of not more than one counsel, which shall be Simpson
Thacher & Bartlett, or such other counsel as may be chosen by a Majority of
Holders for whose benefit the Shelf Registration Statement is being prepared.

               6.   Indemnification and Contribution. The Issuer shall indemnify
and hold harmless each Holder, such Holder's officers, directors, partners and
employees and each person, if any, who controls such Holder within the meaning
of the Securities Act (each, an "Indemnified Holder"), from and against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof (including, but not limited to, any loss, claim, damage, liability or
action relating to resales of the Transfer Restricted Securities), to which such
Indemnified Holder may become subject, insofar as any such loss, claim, damage,
liability or action arises out of, or is based upon:

               (i)  any untrue statement or alleged untrue statement of a
         material fact contained in (A) the Shelf Registration Statement or
         Prospectus or any amendment or supplement thereto or (B) any blue sky
         application or other document or any amendment or supplement thereto
         prepared or executed by the Issuer (or based upon written information
         furnished by or on behalf of the Issuer expressly for use in such blue
         sky application or other document or amendment on supplement) filed in
         any jurisdiction specifically for the purpose of qualifying any or all
         of the Transfer Restricted Securities under the securities law of any
         state or other jurisdiction (such application or document being
         hereinafter called a "Blue Sky Application"); or

               (ii) the omission or alleged omission to state therein any
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading,

and shall reimburse each Indemnified Holder promptly upon demand for any legal
or other expenses reasonably incurred by such Indemnified Holder in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided,
however, that the Issuer shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement or omission or alleged
omission made in the Shelf Registration Statement or Prospectus or amendment or
supplement thereto or Blue Sky Application in reliance upon and in conformity
with written information furnished to the Issuer by or on behalf of such Holder;
provided, further, that the Issuer shall not be liable for any loss, liability,
claim, damage or expense to the extent that it arises from (1) a sale of
Transfer Restricted Securities occurring during a Suspension Period, provided
that such Holder shall have received a Suspension Notice with respect to such
Suspension Period prior to such sale or (2) an untrue statement or omission or
alleged untrue statement or omission of a material fact contained in a
Prospectus, if (w) the Issuer had notified such Holder of such untrue statement
or omission or alleged untrue statement or omission prior to the Holder's first
use of the Prospectus, (x) the Holder failed to deliver, at or prior to the
written confirmation of sale, a Prospectus that was

                                       14



amended or supplemented, (y) such Prospectus, as amended or supplemented, would
have corrected the untrue statement or omission or alleged untrue statement or
omission and (z) the Prospectus, as amended or supplemented, had been delivered
to such Holder prior to the time of the Holder's first use of the Prospectus.
The foregoing indemnity agreement is in addition to any liability which the
Issuer may otherwise have to any Indemnified Holder.

               (b)  Each Holder, severally and not jointly, shall indemnify and
hold harmless the Issuer, its officers, directors and employees and each person,
if any, who controls the Issuer within the meaning of the Securities Act, from
and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof, to which the Issuer or any such officer, director,
employee or controlling person may become subject, insofar as any such loss,
claim, damage or liability or action arises out of, or is based upon:

               (i)  any untrue statement or alleged untrue statement of any
         material fact contained in the Shelf Registration Statement or
         Prospectus or any amendment or supplement thereto or any Blue Sky
         Application; or

               (ii) the omission or the alleged omission to state therein any
         material fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading,

but in each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer by or on behalf of
such Holder (or its related Indemnified Holder) specifically for use therein,
and shall reimburse the Issuer and any such officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by the Issuer or any such officer, employee or controlling person in connection
with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred. The foregoing
indemnity agreement is in addition to any liability which any Holder may
otherwise have to the Issuer and any such officer, employee or controlling
person.

               (c)  Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 6, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 6 except to the extent it has
been materially prejudiced by such failure and, provided, further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 6.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 6 for any legal or other expenses
subsequently incurred by the indemnified party in

                                       15



connection with the defense thereof other than reasonable costs of
investigation; provided, however, that a Majority of Holders shall have the
right to employ a single counsel to represent jointly a Majority of Holders and
their respective officers, directors, partners, employees and controlling
persons who may be subject to liability arising out of any claim in respect of
which indemnity may be sought by a Majority of Holders against the Issuer under
this Section 6, if a Majority of Holders seeking indemnification shall have been
advised by legal counsel that there may be one or more legal defenses available
to them and their respective officers, employees and controlling persons that
are different from or additional to those available to the Issuer and its
officers, directors, employees and controlling persons, the fees and expenses of
a single separate counsel shall be paid by the Issuer. No indemnifying party
shall:

               (i)  without the prior written consent of the indemnified parties
         (which consent shall not be unreasonably withheld) settle or compromise
         or consent to the entry of any judgment with respect to any pending or
         threatened claim, action, suit or proceeding in respect of which
         indemnification or contribution may be sought hereunder (whether or not
         the indemnified parties are actual or potential parties to such claim
         or action) unless such settlement, compromise or consent includes an
         unconditional release of each indemnified party from all liability
         arising out of such claim, action, suit or proceeding, or

               (ii) be liable for any settlement of any such action effected
         without its written consent (which consent shall not be unreasonably
         withheld), but if settled with its written consent or if there be a
         final judgment for the plaintiff in any such action, the indemnifying
         party agrees to indemnify and hold harmless any indemnified party from
         and against any loss or liability by reason of such settlement or
         judgment.

               (d)  If the indemnification provided for in this Section 6 shall
for any reason be unavailable or insufficient to hold harmless an indemnified
party under Section 6(a) or 6(b) in respect of any loss, claim, damage or
liability (or action in respect thereof) referred to therein, each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability (or action in respect thereof):

               (i)  in such proportion as is appropriate to reflect the relative
         benefits received by the Issuer from the offering and sale of the
         Transfer Restricted Securities on the one hand and a Holder with
         respect to the sale by such Holder of the Transfer Restricted
         Securities on the other, or

               (ii) if the allocation provided by clause (6)(d)(i) is not
         permitted by applicable law, in such proportion as is appropriate to
         reflect not only the relative benefits referred to in clause 6(d)(i)
         but also the relative fault of the Issuer on the one hand and the
         Holders on the other in connection with the statements or omissions or
         alleged statements or alleged omissions that resulted in such loss,
         claim, damage or liability (or action in respect thereof), as well as
         any other relevant equitable considerations.

The relative benefits received by the Issuer on the one hand and a Holder on the
other with respect to such offering and such sale shall be deemed to be in the
same proportion as the total

                                       16



net proceeds from the offering of the CODES purchased under the Purchase
Agreement (before deducting expenses) received by the Issuer on the one hand,
bear to the total proceeds received by such Holder with respect to its sale of
Transfer Restricted Securities on the other. The relative fault of the parties
shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Issuer on the one hand or
the Holders on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Issuer and each Holder agree that it would not be
just and equitable if the amount of contribution pursuant to this Section 6(d)
were determined by pro rata allocation or by any other method of allocation that
does not take into account the equitable considerations referred to in the first
sentence of this paragraph (d). The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 6 shall be deemed to include, for
purposes of this Section 6, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending or
preparing to defend any such action or claim. Notwithstanding the provisions of
this Section 6, no Holder shall be required to contribute any amount in excess
of the amount by which the total price at which the Transfer Restricted
Securities purchased by it were resold exceeds the amount of any damages which
such Holder has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders' obligations to
contribute as provided in this Section 6(d) are several and not joint.

             7.   Rule 144A. In the event the Issuer is not subject to Section
13 or 15(d) of the Exchange Act, the Issuer hereby agrees with each Holder, for
so long as any Transfer Restricted Securities remain outstanding, to make
available to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities from such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Transfer Restricted Securities pursuant to Rule 144A.

             8.   Participation in Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder unless such Holder:

             (i)  agrees to sell such Holder's Transfer Restricted Securities on
         the basis provided in any underwriting arrangements approved by the
         Persons entitled hereunder to approve such arrangements; and

             (ii) completes and executes all reasonable questionnaires, powers
         of attorney, indemnities, underwriting agreements, lock-up letters and
         other documents required under the terms of such underwriting
         arrangements.

             9.   Selection of Underwriters. The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer Restricted Securities in an Underwritten Offering if approved
by the Issuer, as provided in Section 4(b)(ii). In any such Underwritten
Offering, the investment banker or investment

                                       17



bankers and manager or managers that will administer the offering will be
selected by a Majority of Holders whose Transfer Restricted Securities are
included in such offering; provided, that such investment bankers and managers
must be reasonably satisfactory to the Issuer.

             10.  Miscellaneous.

             (a)  Remedies. The Issuer acknowledges and agrees that any failure
by the Issuer to comply with its obligations under Section 2 hereof may result
in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Issuer's obligations under Section 2
hereof. The Issuer further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

             (b)  Adjustments Affecting Transfer Restricted Securities. The
Issuer shall not take any action with the primary purpose of adversely affecting
the ability of the Holders of the Transfer Restricted Securities as a class to
include such Transfer Restricted Securities in a registration undertaken
pursuant to this Agreement.

             (c)  No Inconsistent Agreements. The Issuer will not, on or after
the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. In addition, the
Issuer shall not grant to any of its security holders (other than the Holders of
Transfer Restricted Securities in such capacity) the right to include any of its
securities in the Shelf Registration Statement provided for in this Agreement
other than the Transfer Restricted Securities. The Issuer has not previously
entered into any agreement (which has not expired or been terminated) granting
any registration rights with respect to its securities to any Person which
rights conflict with the provisions hereof.

             (d)  Amendments and Waivers. This Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given, unless the Issuer has obtained the written
consent of a Majority of Holders or such greater percentage of the Holders as
required by the Indenture.

             (e)  Notices.  All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, facsimile
transmission, or air courier guaranteeing overnight delivery:

                  (i)  if to a Holder, at the address set forth on the records
             of the registrar under the Indenture or the transfer agent of the
             Common Stock, as the case may be; and

                  (ii) if to the Issuer:

                       Greater Bay Bancorp
                       2860 West Bayshore Road

                                       18



                       Palo Alto, CA 94303
                       Attention:  Linda Iannone
                       Fax: (650) 494-9220
                       Telephone: (650) 813-8200

                       With a copy to:

                       Manatt Phelps & Philips LLP
                       11355 W. Olympic Blvd.
                       Los Angeles, CA 90064
                       Attention:  William Quicksilver
                       Fax: (310) 312-4224
                       Telephone: (310) 312-4210

             All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

             (f) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that (i) this Agreement shall not inure to the benefit of or be binding
upon a successor or assign of a Holder unless and to the extent such successor
or assign acquired Transfer Restricted Securities from such Holder and (ii)
nothing contained herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms of
the Purchase Agreement or the Indenture. If any transferee of any Holder shall
acquire Transfer Restricted Securities, in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Transfer
Restricted Securities such person shall be conclusively deemed to have agreed to
be bound by and to perform all of the terms and provisions of this Agreement.

             (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

             (h) Securities Held by the Issuer or Its Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Transfer Restricted
Securities is required hereunder, Transfer Restricted Securities held by the
Issuer or its "affiliates" (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

             (i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                                       19



             (j) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.

             (k) Severability. If  any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

             (l) Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Issuer with
respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

                                       20



         In Witness Whereof, the parties have executed this Agreement as of the
date first written above.


                                       Greater Bay Bancorp


                                       By:    /s/ David L. Kalkbrenner
                                              ---------------------------------
                                       Name:  David L. Kalkbrenner
                                       Title: President



                                       Lehman Brothers Inc.


                                       By:    /s/ Christopher Del-Moral Niles
                                              ---------------------------------
                                       Name:  Christopher Del-Moral Niles
                                       Title: Vice President



                                       Sandler O'Neill & Partners, L.P.

                                       By:    Sandler O'Neill & Partners Corp.,
                                              the sole general partner



                                       By:    /s/ Catherine A. Lawton
                                              ---------------------------------
                                       Name:  Catherine A. Lawton
                                       Title: Vice President

                                       21



                                                                       EXHIBIT A

                               GREATER BAY BANCORP

             FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

         Beneficial owners that do not complete this Questionnaire within 20
Business Days of receipt hereof and deliver it to the Issuer as provided below
will not be named as selling securityholders in the prospectus and therefor will
not be permitted to sell any Transfer Restricted Securities pursuant to the
Shelf Registration Statement at the time of effectiveness.

         The undersigned beneficial holder of Zero Coupon Senior Convertible
Contingent Debt Securities due 2022 (the "CODES") of Greater Bay Bancorp (the
"Issuer"), or common stock, no par value per share (the "Shares" and together
with the CODES, the "Transfer Restricted CODES") of the Issuer understands that
the Issuer has filed, or intends to file, with the Securities and Exchange
Commission (the "Commission") a registration statement (the "Shelf Registration
Statement"), for the registration and resale under Rule 415 of the Securities
Act of 1933, as amended (the "Securities Act"), of the Transfer Restricted
Securities in accordance with the terms of the Registration Rights Agreement,
dated as of April 24, 2002 (the "Registration Rights Agreement") between the
Issuer and Lehman Brothers Inc. A copy of the Registration Rights Agreement is
available from the Issuer upon request at the address set forth below. All
capitalized terms not otherwise defined herein have the meaning ascribed thereto
in the Registration Rights Agreement.

         Each beneficial owner of Transfer Restricted Securities is entitled to
the benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Transfer Restricted Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Transfer Restricted Securities generally will
be required to be named as a selling securityholder in the related Prospectus,
deliver a Prospectus to purchasers of Transfer Restricted Securities and be
bound by those provisions of the Registration Rights Agreement applicable to
such beneficial owner (including certain indemnification provisions, as
described below).

         Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus.
Accordingly, holders and beneficial owners of Transfer Restricted Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and the related Prospectus.

                                     NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Transfer Restricted Securities hereby gives notice to the Issuer of its
intention to sell or otherwise dispose of Transfer Restricted Securities
beneficially owned by it and listed below in Item 3 (unless otherwise specified
under Item 3) pursuant to the Shelf Registration Statement. The undersigned, by
signing and returning this Questionnaire, understands that it will be bound by
the terms and conditions of this Questionnaire and the Registration Rights
Agreement.

                                      A-1



         Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless the Issuer, the Issuer's directors, the
Issuer's officers who sign the Shelf Registration Statement and each person, if
any, who controls the Issuer within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against certain
losses arising in connection with statements concerning the undersigned made in
the Shelf Registration Statement or the related Prospectus in reliance upon the
information provided in this Questionnaire.

         The undersigned hereby provides the following information to the Issuer
and represents and warrants that such information is accurate and complete:

                                  QUESTIONNAIRE

1.  Information Regarding Selling Securityholder

         (a)   Full legal name of Selling Securityholder:______________________

         (b)   Full legal name of registered holder (if not the same as (a)
               above) through which Transfer Restricted Securities listed in
               Item (3) below are held:
               _________________________________________________________________

         (c)   Full legal name of DTC participant (if applicable and if not the
               same as (b) above) through which Transfer Restricted Securities
               listed in Item (3) are held:
               _________________________________________________________________

2.  Address for Notices to Selling Securityholders

         Telephone:  _____________________________

         Fax:  ___________________________________

         Contact Person:  ________________________

3.  Beneficial Ownership of Transfer Restricted Securities

         (a)   Type of Transfer Restricted Securities beneficially owned, and
               principal amount of CODES or number of shares of Common Stock, as
               the case may be, beneficially owned: ____________________________

         (b)   CUSIP No(s). of such Transfer Restricted Securities beneficially
               owned: ___________________

4.  Beneficial Ownership of the Issuer's Securities Owned by the Selling
    Securityholder

         Except as set forth below in this Item (4), the undersigned is not the
beneficial or registered owner of any securities of the Issuer other than the
Transfer Restricted Securities listed above in Item (3) ("Other Securities").

                                      A-2



     (a)  Type and amount of Other Securities beneficially owned by the Selling
          Securityholder:_______________________________________________________

     (b)  CUSIP No(s). of such Other Securities beneficially owned:
          ______________________________________________________________________

5. Relationship with the Issuer

     Except as set forth below, neither the undersigned nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Issuer (or its predecessors or affiliates) during the past three years.

     State any exceptions here:_________________________

6. Plan of Distribution

     Except as set forth below, the undersigned (including its donees or
pledgees) intends to distribute the Transfer Restricted Securities listed above
in Item (3) pursuant to the Shelf Registration Statement only as follows (if at
all). Such Transfer Restricted Securities may be sold from time to time directly
by the undersigned or, alternatively, through underwriters, broker-dealers or
agents. If the Transfer Restricted Securities are sold through underwriters or
broker-dealers, the Selling Securityholder will be responsible for underwriting
discounts or commissions or agent's commissions. Such Transfer Restricted
Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices. Such sales may be effected in
transactions (which may involve crosses or block transactions):

          (i)   on any national securities exchange or quotation service on
     which the Transfer Restricted Securities may be listed or quoted at the
     time of sale;

          (ii)  in the over-the-counter market;

          (iii) in transactions otherwise than on such exchanges or services or
     in the over-the-counter market; or

          (iv)  through the writing of options.

     In connection with sales of the Transfer Restricted Securities or
otherwise, the undersigned may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Transfer
Restricted Securities and deliver Transfer Restricted Securities to close out
such short positions, or loan or pledge Transfer Restricted Securities to
broker-dealers that in turn may sell such securities.

     State any exceptions here: ________________________________________________

________________________________________________________________________________

                                      A-3



     Note: In no event will such method(s) of distribution take the form of an
underwritten offering of the Transfer Restricted Securities without the prior
agreement of the Issuer.

7. Instructions for Delivery of Questionnaire

     Please return the completed and executed Questionnaire to Greater Bay
Bancorp at:

          Greater Bay Bancorp
          2860 West Bayshore Road
          Palo Alto, CA 94303
          Attention: Linda Iannone

8. Acknowledgments

     The undersigned acknowledges that it understands its obligation to comply
with the provisions of the Exchange Act and the rules and regulations
promulgated thereunder relating to stock manipulation, particularly Regulation M
thereunder (or any successor rules or regulations), in connection with any
offering of Transfer Restricted Securities pursuant to the Shelf Registration
Statement. The undersigned agrees that neither it nor any person acting on its
behalf will engage in any transaction in violation of such provisions.

     The Selling Securityholder hereby acknowledges its obligations under the
Registration Rights Agreement to indemnify and hold harmless certain persons as
set forth therein. Pursuant to the Registration Rights Agreement, the Issuer has
agreed under certain circumstances to indemnify the Selling Securityholders
against certain liabilities.

     In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Issuer of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth above.

     By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (7) above and
the inclusion of such information in the Shelf Registration Statement and the
related Prospectus. The undersigned understands that such information will be
relied upon by the Issuer in connection with the preparation or amendment of the
Shelf Registration Statement and the related Prospectus.

                                      A-4



     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

                                                     Beneficial Owner


                                                     By: _______________________
                                                         Name:
                                                         Title:
                                                         Date:

                                       A-5

EX-5.1

                                                                     EXHIBIT 5.1

                        [GREATER BAY BANCORP LETTERHEAD]


July 22, 2002


Board of Directors
Greater Bay Bancorp
2860 West Bayshore Road
Palo Alto, CA 94303

       Re:    Registration Statement on Form S-3

Ladies and Gentlemen:

         I am the general counsel of Greater Bay Bancorp, a California
corporation (the "Company") and, in such capacity, I have acted as counsel to
the Company in connection with the preparation and filing under the Securities
Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-3 to
be filed with the Securities and Exchange Commission on or about July 22, 2002
(the "Registration Statement"). The Registration Statement relates to the
registration under the Act of $312,877,000 aggregate principal amount at
maturity of its Zero Coupon Senior Convertible Contingent Debt Securities
("CODES") due 2022 (the "Securities") and the Company's common stock, no par
value per share (the "Shares"), issuable upon conversion and/or purchase of the
Securities pursuant to that certain indenture, dated as of April 24, 2002, by
and between the Company and Wilmington Trust Company, a Delaware banking
corporation, as trustee (the "Indenture"). The Company issued the Securities
pursuant to that certain purchase agreement, dated as of April 18, 2002 among
the Company and Lehman Brothers Inc. and Sandler O'Neill & Partners, L.P. (the
"Purchase Agreement"). The Securities and the Shares are to be offered and sold
by certain securityholders of the Company.

         Other capitalized terms used but not defined herein have the meanings
ascribed to them in the Registration Statement. As general counsel to the
Company, I have been requested to render this opinion in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.

         For the purpose of rendering the opinions set forth herein, I have been
furnished with and examined only the following documents:

         1. Articles of Incorporation of the Company, as amended to date;

         2. Bylaws of the Company, as amended to date;



Board of Directors
Greater Bay Bancorp
Jully 22, 2002
Page 2

         3.  Records of proceedings of the Board of Directors of the Company
pertaining to the issuance of the Securities and the Shares;

         4.  The Registration Statement;

         5.  The Purchase Agreement;

         6.  The Indenture; and

         7.  The form of the Securities included in the form of Indenture,
attached as Exhibit 4.1 to the Registration Statement.

         With respect to all of the foregoing documents, I have assumed, without
investigation, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals and the conformity to originals of all
documents submitted to me as certified or reproduced copies. I also have
obtained from the officers of the Company such advice as to such factual matters
as I consider necessary for the purpose of this opinion, and insofar as this
opinion is based on such matters of fact, I have relied on such advice.

         Based upon the foregoing, I am of the of the opinion that:

         1.  The Securities are valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except to the
extent enforcement thereof might be limited by (i) bankruptcy, insolvency,
reorganization, moratorium fraudulent conveyance or transfer laws or other
similar laws affecting creditor's rights generally, and (ii) general principles
of equity, including, but not limited to, concepts of materiality
reasonableness, good faith and fair dealing and the unavailability of specific
performance or injunctive relief, regardless of whether enforceability is
considered in a proceeding at law or equity.

         2.  The Shares initially issuable upon conversion of the Securities
have been duly authorized and reserved for issuance and, when issued and
delivered upon such conversion pursuant to the terms of the Indenture, will be
validly issued, fully paid and non-assessable.

         The foregoing opinions are also subject to the following comments and
qualifications:

         (a)   The enforceability of certain provisions of the Indenture may be
limited by laws rendering unenforceable the release of a party from, or the
indemnification of a party against, liability for its own wrongful or negligent
acts under certain circumstances, and indemnification contrary to federal or
state securities laws and the public policy underlying such laws.

         (b)   The enforceability of provisions in the Indenture to the effect
that the terms may not be waived or modified except in writing, may be limited
under certain circumstances.



Board of Directors
Greater Bay Bancorp
July 22, 2002
Page 3


         My opinion expressed herein is limited to those matters expressly set
forth herein, and no opinion may be implied or inferred beyond the matters
expressly stated herein. I hereby disclaim any obligation to notify any person
or entity after the date hereof if any change in fact or law should change my
opinion with respect to any matter set forth in this letter.

         This opinion is limited to the current laws of the state of New York
and the state of California, to present judicial interpretations thereof and to
facts as they presently exist. In rendering this opinion, I have no obligation
to supplement it should the current laws of the state of New York or the state
of California be changed by legislative action, judicial decision or otherwise.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus which is part of the Registration Statement.

                                          Very truly yours,


                                          /s/ Linda M. Iannone
                                          Linda M. Iannone
                                          Senior Vice President,
                                          General Counsel and Secretary

EX-8.1

                                                                     EXHIBIT 8.1

                               [Letterhead of MPP]

July 22, 2002


Greater Bay Bancorp
400 Emerson Street
Palo Alto, California 94301


         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as special counsel to Greater Bay Bancorp and its
subsidiaries ("GBB") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), of a Registration Statement on Form S-3 (the "Registration
Statement"). The Registration Statement relates to the registration of Zero
Coupon Convertible Contingent Debt Securities ("CODES") due April 24, 2022
issued by GBB and shares of common stock of GBB that may be issued in connection
therewith.

         In connection with the opinion, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, (ii) the Offering Memorandum dated April 24,
2002 relating to the CODES, (iii) the purchase agreement among GBB and Lehman
Brothers Inc. and Sandler O'Neill & Partners, L.P. dated as of April 18, 2002
(the "Purchase Agreement") and (iii) such other documents, certificates, and
records as we have deemed necessary or appropriate as a basis for the opinion
set forth herein. We have also relied (with your consent) upon statements and
representations made to us by GBB in a letter of even date herewith. In our
examination of such materials, we have relied upon the current and continued
accuracy of the factual matters we have considered, and we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of all copies of documents
submitted to us. We assume for purposes of our opinions that there are no
agreements or understandings with respect to the transactions contemplated in
the documents referred to above other than those described therein and that all
parties to such documents have complied or will comply with the terms thereof,
including all tax reporting requirements contained therein. In addition, we also
have assumed that the transactions related to the issuance of the CODES and the
Purchase Agreement have been or will be consummated in accordance with the terms
and forms of such documents and as described in the Registration Statement.

         We hereby confirm that, although the discussion set forth in the
Registration Statement under the heading "Certain United States Federal Income
Tax Considerations" does not purport to discuss all possible United States
federal income tax considerations of the purchase, ownership and disposition of
the CODES, in our opinion such discussion constitutes, in all material respects,
a fair and accurate summary of the United States federal income tax



Greater Bay Bancorp
July 22, 2002
Page 2

considerations of the purchase, ownership and disposition of the CODES. There
can be no assurances, however, that the opinion expressed herein will be
accepted by the Internal Revenue Service, or, if challenged, by a court of law.

         In rendering this opinion we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Department regulations promulgated thereunder ("Treasury Regulations"),
pertinent judicial authorities, interpretive rulings of the Internal Revenue
Service and such other authorities as we have considered relevant, all as in
effect on the date hereof. Future changes in the law or interpretations of the
law may cause the tax effects of the transactions referred to herein to be
materially different from those described above. We have undertaken no
obligation to update this opinion in such event.

         Other than the specific tax opinion set forth in this letter, no other
opinion has been requested of us or rendered by us with respect to the tax
treatment of the CODES, including, but not limited to, the tax treatment of the
proposed transactions under other provisions of the Code and the Treasury
Regulations or the tax treatment of the proposed transactions under state,
local, foreign or any other tax laws.

         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and the use of our name in the Registration Statement
under the caption "Certain United States Federal Income Tax Consequences." In
giving such consent, we do not concede that this consent is required under
Section 7 of the Securities Act of 1933.

                                Very truly yours,



                                /s/ Manatt, Phelps & Phillips, LLP
                                ----------------------------------

                                Manatt, Phelps & Phillips, LLP

EX-23.1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February 13, 2002
relating to the financial statements, which appears in Greater Bay Bancorp's
Annual Report on Form 10-K for the year ended December 31, 2001. We also consent
to the reference to us under the heading "Experts" in such registration
statement.


/s/ PricewaterhouseCoopers LLP




San Francisco, California
July 22, 2002

EX-25.1

                                                                    EXHIBIT 25.1
                                                                Registration No.

- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)__

                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


        Delaware                                     51-0055023
(State of incorporation)                (I.R.S. employer identification no.)

                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)


                               GREATER BAY BANCORP
               (Exact name of obligor as specified in its charter)


       California                                    77-0387041
(State of incorporation)                (I.R.S. employer identification no.)

        2860 West Bayshore Road
         Palo Alto, California                         94303
(Address of principal executive offices)             (Zip Code)


  Zero Coupon Senior Convertible Contingent Debt Securities ("CODES") due 2022
                       (Title of the indenture securities)
- --------------------------------------------------------------------------------



ITEM 1.  GENERAL INFORMATION.

               Furnish the following information as to the trustee:

         (a)   Name and address of each examining or supervising authority to
               which it is subject.


               Federal Deposit Insurance Co.   State Bank Commissioner
               Five Penn Center                Dover, Delaware
               Suite #2901
               Philadelphia, PA

         (b)   Whether it is authorized to exercise corporate trust powers.

               The trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

               If the obligor is an affiliate of the trustee, describe each
         affiliation:

               Based upon an examination of the books and records of the trustee
         and upon information furnished by the obligor, the obligor is not an
         affiliate of the trustee.

ITEM 16. LIST OF EXHIBITS.

         List below all exhibits filed as part of this Statement of Eligibility
and Qualification.

         A.    Copy of the Charter of Wilmington Trust Company, which includes
               the certificate of authority of Wilmington Trust Company to
               commence business and the authorization of Wilmington Trust
               Company to exercise corporate trust powers.
         B.    Copy of By-Laws of Wilmington Trust Company.
         C.    Consent of Wilmington Trust Company required by Section 321(b) of
               Trust Indenture Act.
         D.    Copy of most recent Report of Condition of Wilmington Trust
               Company.

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Wilmington Trust Company, a corporation organized and
existing under the laws of Delaware, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington and State of Delaware on the 3rd day
of July, 2002.

                                            WILMINGTON TRUST COMPANY

[SEAL]

Attest: /s/ Denise M. Geran                 By: /s/ Bruce L. Bisson
       --------------------------              --------------------------
       Assistant Secretary                  Name: Bruce L. Bisson
                                            Title: Vice President

                                       2



                                    EXHIBIT A

                                 AMENDED CHARTER

                            Wilmington Trust Company

                              Wilmington, Delaware

                           As existing on May 9, 1987



                                Amended Charter
                                       or
                              Act of Incorporation
                                       of
                            Wilmington Trust Company

            Wilmington Trust Company, originally incorporated by an Act of the
General Assembly of the State of Delaware, entitled "An Act to Incorporate the
Delaware Guarantee and Trust Company", approved March 2, A.D. 1901, and the name
of which company was changed to "Wilmington Trust Company" by an amendment filed
in the Office of the Secretary of State on March 18, A.D. 1903, and the Charter
or Act of Incorporation of which company has been from time to time amended and
changed by merger agreements pursuant to the corporation law for state banks and
trust companies of the State of Delaware, does hereby alter and amend its
Charter or Act of Incorporation so that the same as so altered and amended shall
in its entirety read as follows:

            First: - The name of this corporation is Wilmington Trust Company.

            Second: - The location of its principal office in the State of
            Delaware is at Rodney Square North, in the City of Wilmington,
            County of New Castle; the name of its resident agent is Wilmington
            Trust Company whose address is Rodney Square North, in said City. In
            addition to such principal office, the said corporation maintains
            and operates branch offices in the City of Newark, New Castle
            County, Delaware, the Town of Newport, New Castle County, Delaware,
            at Claymont, New Castle County, Delaware, at Greenville, New Castle
            County Delaware, and at Milford Cross Roads, New Castle County,
            Delaware, and shall be empowered to open, maintain and operate
            branch offices at Ninth and Shipley Streets, 418 Delaware Avenue,
            2120 Market Street, and 3605 Market Street, all in the City of
            Wilmington, New Castle County, Delaware, and such other branch
            offices or places of business as may be authorized from time to time
            by the agency or agencies of the government of the State of Delaware
            empowered to confer such authority.

            Third: - (a) The nature of the business and the objects and purposes
            proposed to be transacted, promoted or carried on by this
            Corporation are to do any or all of the things herein mentioned as
            fully and to the same extent as natural persons might or could do
            and in any part of the world, viz.:

                 (1) To sue and be sued, complain and defend in any Court of law
                 or equity and to make and use a common seal, and alter the seal
                 at pleasure, to hold, purchase, convey, mortgage or otherwise
                 deal in real and personal estate and property, and to appoint
                 such officers and agents as the business of the Corporation
                 shall require, to make by-laws not inconsistent with the
                 Constitution or laws of the United States or of this State, to
                 discount bills, notes or other evidences of debt, to receive
                 deposits of money, or securities for money, to buy gold and
                 silver bullion and foreign coins, to buy and sell bills of
                 exchange, and generally to use,



                    exercise and enjoy all the powers, rights, privileges and
                    franchises incident to a corporation which are proper or
                    necessary for the transaction of the business of the
                    Corporation hereby created.

                    (2) To insure titles to real and personal property, or any
                    estate or interests therein, and to guarantee the holder of
                    such property, real or personal, against any claim or
                    claims, adverse to his interest therein, and to prepare and
                    give certificates of title for any lands or premises in the
                    State of Delaware, or elsewhere.

                    (3) To act as factor, agent, broker or attorney in the
                    receipt, collection, custody, investment and management of
                    funds, and the purchase, sale, management and disposal of
                    property of all descriptions, and to prepare and execute all
                    papers which may be necessary or proper in such business.

                    (4) To prepare and draw agreements, contracts, deeds,
                    leases, conveyances, mortgages, bonds and legal papers of
                    every description, and to carry on the business of
                    conveyancing in all its branches.

                    (5) To receive upon deposit for safekeeping money, jewelry,
                    plate, deeds, bonds and any and all other personal property
                    of every sort and kind, from executors, administrators,
                    guardians, public officers, courts, receivers, assignees,
                    trustees, and from all fiduciaries, and from all other
                    persons and individuals, and from all corporations whether
                    state, municipal, corporate or private, and to rent boxes,
                    safes, vaults and other receptacles for such property.

                    (6) To act as agent or otherwise for the purpose of
                    registering, issuing, certificating, countersigning,
                    transferring or underwriting the stock, bonds or other
                    obligations of any corporation, association, state or
                    municipality, and may receive and manage any sinking fund
                    therefor on such terms as may be agreed upon between the two
                    parties, and in like manner may act as Treasurer of any
                    corporation or municipality.

                    (7) To act as Trustee under any deed of trust, mortgage,
                    bond or other instrument issued by any state, municipality,
                    body politic, corporation, association or person, either
                    alone or in conjunction with any other person or persons,
                    corporation or corporations.

                    (8) To guarantee the validity, performance or effect of any
                    contract or agreement, and the fidelity of persons holding
                    places of responsibility or trust; to become surety for any
                    person, or persons, for the faithful performance of any
                    trust, office, duty, contract or agreement, either by itself
                    or in conjunction with any other person, or persons,
                    corporation, or corporations, or in like manner become
                    surety upon any bond, recognizance, obligation, judgment,
                    suit, order, or

                                       2



                    decree to be entered in any court of record within the State
                    of Delaware or elsewhere, or which may now or hereafter be
                    required by any law, judge, officer or court in the State of
                    Delaware or elsewhere.

                    (9)  To act by any and every method of appointment as
                    trustee, trustee in bankruptcy, receiver, assignee, assignee
                    in bankruptcy, executor, administrator, guardian, bailee, or
                    in any other trust capacity in the receiving, holding,
                    managing, and disposing of any and all estates and property,
                    real, personal or mixed, and to be appointed as such
                    trustee, trustee in bankruptcy, receiver, assignee, assignee
                    in bankruptcy, executor, administrator, guardian or bailee
                    by any persons, corporations, court, officer, or authority,
                    in the State of Delaware or elsewhere; and whenever this
                    Corporation is so appointed by any person, corporation,
                    court, officer or authority such trustee, trustee in
                    bankruptcy, receiver, assignee, assignee in bankruptcy,
                    executor, administrator, guardian, bailee, or in any other
                    trust capacity, it shall not be required to give bond with
                    surety, but its capital stock shall be taken and held as
                    security for the performance of the duties devolving upon it
                    by such appointment.

                    (10) And for its care, management and trouble, and the
                    exercise of any of its powers hereby given, or for the
                    performance of any of the duties which it may undertake or
                    be called upon to perform, or for the assumption of any
                    responsibility the said Corporation may be entitled to
                    receive a proper compensation.

                    (11) To purchase, receive, hold and own bonds, mortgages,
                    debentures, shares of capital stock, and other securities,
                    obligations, contracts and evidences of indebtedness, of any
                    private, public or municipal corporation within and without
                    the State of Delaware, or of the Government of the United
                    States, or of any state, territory, colony, or possession
                    thereof, or of any foreign government or country; to
                    receive, collect, receipt for, and dispose of interest,
                    dividends and income upon and from any of the bonds,
                    mortgages, debentures, notes, shares of capital stock,
                    securities, obligations, contracts, evidences of
                    indebtedness and other property held and owned by it, and to
                    exercise in respect of all such bonds, mortgages,
                    debentures, notes, shares of capital stock, securities,
                    obligations, contracts, evidences of indebtedness and other
                    property, any and all the rights, powers and privileges of
                    individual owners thereof, including the right to vote
                    thereon; to invest and deal in and with any of the moneys of
                    the Corporation upon such securities and in such manner as
                    it may think fit and proper, and from time to time to vary
                    or realize such investments; to issue bonds and secure the
                    same by pledges or deeds of trust or mortgages of or upon
                    the whole or any part of the property held or owned by the
                    Corporation, and to sell and pledge such bonds, as and when
                    the Board of Directors shall determine, and in the promotion
                    of its said corporate business of investment and to the
                    extent authorized by law, to lease, purchase, hold, sell,
                    assign, transfer, pledge, mortgage and convey real

                                       3



                    and personal property of any name and nature and any estate
                    or interest therein.

            (b) In furtherance of, and not in limitation, of the powers
            conferred by the laws of the State of Delaware, it is hereby
            expressly provided that the said Corporation shall also have the
            following powers:

                    (1) To do any or all of the things herein set forth, to the
                    same extent as natural persons might or could do, and in any
                    part of the world.

                    (2) To acquire the good will, rights, property and
                    franchises and to undertake the whole or any part of the
                    assets and liabilities of any person, firm, association or
                    corporation, and to pay for the same in cash, stock of this
                    Corporation, bonds or otherwise; to hold or in any manner to
                    dispose of the whole or any part of the property so
                    purchased; to conduct in any lawful manner the whole or any
                    part of any business so acquired, and to exercise all the
                    powers necessary or convenient in and about the conduct and
                    management of such business.

                    (3) To take, hold, own, deal in, mortgage or otherwise lien,
                    and to lease, sell, exchange, transfer, or in any manner
                    whatever dispose of property, real, personal or mixed,
                    wherever situated.

                    (4) To enter into, make, perform and carry out contracts of
                    every kind with any person, firm, association or
                    corporation, and, without limit as to amount, to draw, make,
                    accept, endorse, discount, execute and issue promissory
                    notes, drafts, bills of exchange, warrants, bonds,
                    debentures, and other negotiable or transferable
                    instruments.

                    (5) To have one or more offices, to carry on all or any of
                    its operations and businesses, without restriction to the
                    same extent as natural persons might or could do, to
                    purchase or otherwise acquire, to hold, own, to mortgage,
                    sell, convey or otherwise dispose of, real and personal
                    property, of every class and description, in any State,
                    District, Territory or Colony of the United States, and in
                    any foreign country or place.

                    (6) It is the intention that the objects, purposes and
                    powers specified and clauses contained in this paragraph
                    shall (except where otherwise expressed in said paragraph)
                    be nowise limited or restricted by reference to or inference
                    from the terms of any other clause of this or any other
                    paragraph in this charter, but that the objects, purposes
                    and powers specified in each of the clauses of this
                    paragraph shall be regarded as independent objects, purposes
                    and powers.

            Fourth: - (a) The total number of shares of all classes of stock
            which the Corporation shall have authority to issue is forty-one
            million (41,000,000) shares, consisting of:

                                       4



                    (1) One million (1,000,000) shares of Preferred stock, par
                    value $10.00 per share (hereinafter referred to as
                    "Preferred Stock"); and

                    (2) Forty million (40,000,000) shares of Common Stock, par
                    value $1.00 per share (hereinafter referred to as "Common
                    Stock").

            (b) Shares of Preferred Stock may be issued from time to time in one
            or more series as may from time to time be determined by the Board
            of Directors each of said series to be distinctly designated. All
            shares of any one series of Preferred Stock shall be alike in every
            particular, except that there may be different dates from which
            dividends, if any, thereon shall be cumulative, if made cumulative.
            The voting powers and the preferences and relative, participating,
            optional and other special rights of each such series, and the
            qualifications, limitations or restrictions thereof, if any, may
            differ from those of any and all other series at any time
            outstanding; and, subject to the provisions of subparagraph 1 of
            Paragraph (c) of this Article Fourth, the Board of Directors of the
            Corporation is hereby expressly granted authority to fix by
            resolution or resolutions adopted prior to the issuance of any
            shares of a particular series of Preferred Stock, the voting powers
            and the designations, preferences and relative, optional and other
            special rights, and the qualifications, limitations and restrictions
            of such series, including, but without limiting the generality of
            the foregoing, the following:

                    (1) The distinctive designation of, and the number of shares
                    of Preferred Stock which shall constitute such series, which
                    number may be increased (except where otherwise provided by
                    the Board of Directors) or decreased (but not below the
                    number of shares thereof then outstanding) from time to time
                    by like action of the Board of Directors;

                    (2) The rate and times at which, and the terms and
                    conditions on which, dividends, if any, on Preferred Stock
                    of such series shall be paid, the extent of the preference
                    or relation, if any, of such dividends to the dividends
                    payable on any other class or classes, or series of the same
                    or other class of stock and whether such dividends shall be
                    cumulative or non-cumulative;

                    (3) The right, if any, of the holders of Preferred Stock of
                    such series to convert the same into or exchange the same
                    for, shares of any other class or classes or of any series
                    of the same or any other class or classes of stock of the
                    Corporation and the terms and conditions of such conversion
                    or exchange;

                    (4) Whether or not Preferred Stock of such series shall be
                    subject to redemption, and the redemption price or prices
                    and the time or times at which, and the terms and conditions
                    on which, Preferred Stock of such series may be redeemed.

                    (5) The rights, if any, of the holders of Preferred Stock of
                    such series upon the voluntary or involuntary liquidation,
                    merger, consolidation, distribution or sale

                                       5



                    of assets, dissolution or winding-up, of the Corporation.

                    (6) The terms of the sinking fund or redemption or purchase
                    account, if any, to be provided for the Preferred Stock of
                    such series; and

                    (7) The voting powers, if any, of the holders of such series
                    of Preferred Stock which may, without limiting the
                    generality of the foregoing include the right, voting as a
                    series or by itself or together with other series of
                    Preferred Stock or all series of Preferred Stock as a class,
                    to elect one or more directors of the Corporation if there
                    shall have been a default in the payment of dividends on any
                    one or more series of Preferred Stock or under such
                    circumstances and on such conditions as the Board of
                    Directors may determine.

                (c) (1) After the requirements with respect to preferential
                dividends on the Preferred Stock (fixed in accordance with the
                provisions of section (b) of this Article Fourth), if any, shall
                have been met and after the Corporation shall have complied with
                all the requirements, if any, with respect to the setting aside
                of sums as sinking funds or redemption or purchase accounts
                (fixed in accordance with the provisions of section (b) of this
                Article Fourth), and subject further to any conditions which may
                be fixed in accordance with the provisions of section (b) of
                this Article Fourth, then and not otherwise the holders of
                Common Stock shall be entitled to receive such dividends as may
                be declared from time to time by the Board of Directors.

                    (2) After distribution in full of the preferential amount,
                    if any, (fixed in accordance with the provisions of section
                    (b) of this Article Fourth), to be distributed to the
                    holders of Preferred Stock in the event of voluntary or
                    involuntary liquidation, distribution or sale of assets,
                    dissolution or winding-up, of the Corporation, the holders
                    of the Common Stock shall be entitled to receive all of the
                    remaining assets of the Corporation, tangible and
                    intangible, of whatever kind available for distribution to
                    stockholders ratably in proportion to the number of shares
                    of Common Stock held by them respectively.

                    (3) Except as may otherwise be required by law or by the
                    provisions of such resolution or resolutions as may be
                    adopted by the Board of Directors pursuant to section (b) of
                    this Article Fourth, each holder of Common Stock shall have
                    one vote in respect of each share of Common Stock held on
                    all matters voted upon by the stockholders.

            (d) No holder of any of the shares of any class or series of stock
            or of options, warrants or other rights to purchase shares of any
            class or series of stock or of other securities of the Corporation
            shall have any preemptive right to purchase or subscribe for any
            unissued stock of any class or series or any additional shares of
            any class or series to be issued by reason of any increase of the
            authorized capital stock of the Corporation of any class or series,
            or bonds, certificates of indebtedness, debentures or other
            securities

                                       6



            convertible into or exchangeable for stock of the Corporation of any
            class or series, or carrying any right to purchase stock of any
            class or series, but any such unissued stock, additional authorized
            issue of shares of any class or series of stock or securities
            convertible into or exchangeable for stock, or carrying any right to
            purchase stock, may be issued and disposed of pursuant to resolution
            of the Board of Directors to such persons, firms, corporations or
            associations, whether such holders or others, and upon such terms as
            may be deemed advisable by the Board of Directors in the exercise of
            its sole discretion.

            (e) The relative powers, preferences and rights of each series of
            Preferred Stock in relation to the relative powers, preferences and
            rights of each other series of Preferred Stock shall, in each case,
            be as fixed from time to time by the Board of Directors in the
            resolution or resolutions adopted pursuant to authority granted in
            section (b) of this Article Fourth and the consent, by class or
            series vote or otherwise, of the holders of such of the series of
            Preferred Stock as are from time to time outstanding shall not be
            required for the issuance by the Board of Directors of any other
            series of Preferred Stock whether or not the powers, preferences and
            rights of such other series shall be fixed by the Board of Directors
            as senior to, or on a parity with, the powers, preferences and
            rights of such outstanding series, or any of them; provided,
            however, that the Board of Directors may provide in the resolution
            or resolutions as to any series of Preferred Stock adopted pursuant
            to section (b) of this Article Fourth that the consent of the
            holders of a majority (or such greater proportion as shall be
            therein fixed) of the outstanding shares of such series voting
            thereon shall be required for the issuance of any or all other
            series of Preferred Stock.

            (f) Subject to the provisions of section (e), shares of any series
            of Preferred Stock may be issued from time to time as the Board of
            Directors of the Corporation shall determine and on such terms and
            for such consideration as shall be fixed by the Board of Directors.

            (g) Shares of Common Stock may be issued from time to time as the
            Board of Directors of the Corporation shall determine and on such
            terms and for such consideration as shall be fixed by the Board of
            Directors.

            (h) The authorized amount of shares of Common Stock and of Preferred
            Stock may, without a class or series vote, be increased or decreased
            from time to time by the affirmative vote of the holders of a
            majority of the stock of the Corporation entitled to vote thereon.

            Fifth: - (a) The business and affairs of the Corporation shall be
            conducted and managed by a Board of Directors. The number of
            directors constituting the entire Board shall be not less than five
            nor more than twenty-five as fixed from time to time by vote of a
            majority of the whole Board, provided, however, that the number of
            directors shall not be reduced so as to shorten the term of any
            director at the time in

                                       7



            office, and provided further, that the number of directors
            constituting the whole Board shall be twenty-four until otherwise
            fixed by a majority of the whole Board.

            (b) The Board of Directors shall be divided into three classes, as
            nearly equal in number as the then total number of directors
            constituting the whole Board permits, with the term of office of one
            class expiring each year. At the annual meeting of stockholders in
            1982, directors of the first class shall be elected to hold office
            for a term expiring at the next succeeding annual meeting, directors
            of the second class shall be elected to hold office for a term
            expiring at the second succeeding annual meeting and directors of
            the third class shall be elected to hold office for a term expiring
            at the third succeeding annual meeting. Any vacancies in the Board
            of Directors for any reason, and any newly created directorships
            resulting from any increase in the directors, may be filled by the
            Board of Directors, acting by a majority of the directors then in
            office, although less than a quorum, and any directors so chosen
            shall hold office until the next annual election of directors. At
            such election, the stockholders shall elect a successor to such
            director to hold office until the next election of the class for
            which such director shall have been chosen and until his successor
            shall be elected and qualified. No decrease in the number of
            directors shall shorten the term of any incumbent director.

            (c) Notwithstanding any other provisions of this Charter or Act of
            Incorporation or the By-Laws of the Corporation (and notwithstanding
            the fact that some lesser percentage may be specified by law, this
            Charter or Act of Incorporation or the By-Laws of the Corporation),
            any director or the entire Board of Directors of the Corporation may
            be removed at any time without cause, but only by the affirmative
            vote of the holders of two-thirds or more of the outstanding shares
            of capital stock of the Corporation entitled to vote generally in
            the election of directors (considered for this purpose as one class)
            cast at a meeting of the stockholders called for that purpose.

            (d) Nominations for the election of directors may be made by the
            Board of Directors or by any stockholder entitled to vote for the
            election of directors. Such nominations shall be made by notice in
            writing, delivered or mailed by first class United States mail,
            postage prepaid, to the Secretary of the Corporation not less than
            14 days nor more than 50 days prior to any meeting of the
            stockholders called for the election of directors; provided,
            however, that if less than 21 days' notice of the meeting is given
            to stockholders, such written notice shall be delivered or mailed,
            as prescribed, to the Secretary of the Corporation not later than
            the close of the seventh day following the day on which notice of
            the meeting was mailed to stockholders. Notice of nominations which
            are proposed by the Board of Directors shall be given by the
            Chairman on behalf of the Board.

            (e) Each notice under subsection (d) shall set forth (i) the name,
            age, business address and, if known, residence address of each
            nominee proposed in such notice, (ii) the principal occupation or
            employment of such nominee and (iii) the number of shares of

                                       8



            stock of the Corporation which are beneficially owned by each such
            nominee.

            (f) The Chairman of the meeting may, if the facts warrant, determine
            and declare to the meeting that a nomination was not made in
            accordance with the foregoing procedure, and if he should so
            determine, he shall so declare to the meeting and the defective
            nomination shall be disregarded.

            (g) No action required to be taken or which may be taken at any
            annual or special meeting of stockholders of the Corporation may be
            taken without a meeting, and the power of stockholders to consent in
            writing, without a meeting, to the taking of any action is
            specifically denied.

            Sixth: - The Directors shall choose such officers, agents and
            servants as may be provided in the By-Laws as they may from time to
            time find necessary or proper.

            Seventh: - The Corporation hereby created is hereby given the same
            powers, rights and privileges as may be conferred upon corporations
            organized under the Act entitled "An Act Providing a General
            Corporation Law", approved March 10, 1899, as from time to time
            amended.

            Eighth: - This Act shall be deemed and taken to be a private Act.

            Ninth: - This Corporation is to have perpetual existence.

            Tenth: - The Board of Directors, by resolution passed by a majority
            of the whole Board, may designate any of their number to constitute
            an Executive Committee, which Committee, to the extent provided in
            said resolution, or in the By-Laws of the Company, shall have and
            may exercise all of the powers of the Board of Directors in the
            management of the business and affairs of the Corporation, and shall
            have power to authorize the seal of the Corporation to be affixed to
            all papers which may require it.

            Eleventh: - The private property of the stockholders shall not be
            liable for the payment of corporate debts to any extent whatever.

            Twelfth: - The Corporation may transact business in any part of the
            world.

            Thirteenth: - The Board of Directors of the Corporation is expressly
            authorized to make, alter or repeal the By-Laws of the Corporation
            by a vote of the majority of the entire Board. The stockholders may
            make, alter or repeal any By-Law whether or not adopted by them,
            provided however, that any such additional By-Laws, alterations or
            repeal may be adopted only by the affirmative vote of the holders of
            two-thirds or more of the outstanding shares of capital stock of the
            Corporation entitled to vote generally in the election of directors
            (considered for this purpose as one class).

                                       9



            Fourteenth: - Meetings of the Directors may be held outside of the
            State of Delaware at such places as may be from time to time
            designated by the Board, and the Directors may keep the books of the
            Company outside of the State of Delaware at such places as may be
            from time to time designated by them.

            Fifteenth: - (a) (1)  In addition to any affirmative vote required
            by law, and except as otherwise expressly provided in sections (b)
            and (c) of this Article Fifteenth:

                    (A) any merger or consolidation of the Corporation or any
                    Subsidiary (as hereinafter defined) with or into (i) any
                    Interested Stockholder (as hereinafter defined) or (ii) any
                    other corporation (whether or not itself an Interested
                    Stockholder), which, after such merger or consolidation,
                    would be an Affiliate (as hereinafter defined) of an
                    Interested Stockholder, or

                    (B) any sale, lease, exchange, mortgage, pledge, transfer or
                    other disposition (in one transaction or a series of related
                    transactions) to or with any Interested Stockholder or any
                    Affiliate of any Interested Stockholder of any assets of the
                    Corporation or any Subsidiary having an aggregate fair
                    market value of $1,000,000 or more, or

                    (C) the issuance or transfer by the Corporation or any
                    Subsidiary (in one transaction or a series of related
                    transactions) of any securities of the Corporation or any
                    Subsidiary to any Interested Stockholder or any Affiliate of
                    any Interested Stockholder in exchange for cash, securities
                    or other property (or a combination thereof) having an
                    aggregate fair market value of $1,000,000 or more, or

                    (D)  the adoption of any plan or proposal for the
                    liquidation or dissolution of the Corporation, or

                    (E) any reclassification of securities (including any
                    reverse stock split), or recapitalization of the
                    Corporation, or any merger or consolidation of the
                    Corporation with any of its Subsidiaries or any similar
                    transaction (whether or not with or into or otherwise
                    involving an Interested Stockholder) which has the effect,
                    directly or indirectly, of increasing the proportionate
                    share of the outstanding shares of any class of equity or
                    convertible securities of the Corporation or any Subsidiary
                    which is directly or indirectly owned by any Interested
                    Stockholder, or any Affiliate of any Interested Stockholder,

shall require the affirmative vote of the holders of at least two-thirds of the
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, considered for the purpose of this
Article Fifteenth as one class ("Voting Shares"). Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that some
lesser percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

                                       10



                      (2) The term "business combination" as used in this
                      Article Fifteenth shall mean any transaction which is
                      referred to in any one or more of clauses (A) through (E)
                      of paragraph 1 of the section (a).

                    (b) The provisions of section (a) of this Article Fifteenth
                    shall not be applicable to any particular business
                    combination and such business combination shall require only
                    such affirmative vote as is required by law and any other
                    provisions of the Charter or Act of Incorporation or By-Laws
                    if such business combination has been approved by a majority
                    of the whole Board.

                    (c)  For the purposes of this Article Fifteenth:

            (1) A "person" shall mean any individual, firm, corporation or other
            entity.

            (2) "Interested Stockholder" shall mean, in respect of any business
            combination, any person (other than the Corporation or any
            Subsidiary) who or which as of the record date for the determination
            of stockholders entitled to notice of and to vote on such business
            combination, or immediately prior to the consummation of any such
            transaction:

                    (A)  is the beneficial owner, directly or indirectly, of
                    more than 10% of the Voting Shares, or

                    (B) is an Affiliate of the Corporation and at any time
                    within two years prior thereto was the beneficial owner,
                    directly or indirectly, of not less than 10% of the then
                    outstanding voting Shares, or

                    (C) is an assignee of or has otherwise succeeded in any
                    share of capital stock of the Corporation which were at any
                    time within two years prior thereto beneficially owned by
                    any Interested Stockholder, and such assignment or
                    succession shall have occurred in the course of a
                    transaction or series of transactions not involving a public
                    offering within the meaning of the Securities Act of 1933.

            (3) A person shall be the "beneficial owner" of any Voting Shares:

                    (A) which such person or any of its Affiliates and
                    Associates (as hereafter defined) beneficially own, directly
                    or indirectly, or

                    (B) which such person or any of its Affiliates or Associates
                    has (i) the right to acquire (whether such right is
                    exercisable immediately or only after the passage of time),
                    pursuant to any agreement, arrangement or understanding or
                    upon the exercise of conversion rights, exchange rights,
                    warrants or options, or otherwise,

                                       11



                    or (ii) the right to vote pursuant to any agreement,
                    arrangement or understanding, or

                    (C) which are beneficially owned, directly or indirectly, by
                    any other person with which such first mentioned person or
                    any of its Affiliates or Associates has any agreement,
                    arrangement or understanding for the purpose of acquiring,
                    holding, voting or disposing of any shares of capital stock
                    of the Corporation.

            (4) The outstanding Voting Shares shall include shares deemed owned
            through application of paragraph (3) above but shall not include any
            other Voting Shares which may be issuable pursuant to any agreement,
            or upon exercise of conversion rights, warrants or options or
            otherwise.

            (5) "Affiliate" and "Associate" shall have the respective meanings
            given those terms in Rule 12b-2 of the General Rules and Regulations
            under the Securities Exchange Act of 1934, as in effect on December
            31, 1981.

            (6) "Subsidiary" shall mean any corporation of which a majority of
            any class of equity security (as defined in Rule 3a11-1 of the
            General Rules and Regulations under the Securities Exchange Act of
            1934, as in effect on December 31, 1981) is owned, directly or
            indirectly, by the Corporation; provided, however, that for the
            purposes of the definition of Investment Stockholder set forth in
            paragraph (2) of this section (c), the term "Subsidiary" shall mean
            only a corporation of which a majority of each class of equity
            security is owned, directly or indirectly, by the Corporation.

                    (d) majority of the directors shall have the power and duty
                    to determine for the purposes of this Article Fifteenth on
                    the basis of information known to them, (1) the number of
                    Voting Shares beneficially owned by any person (2) whether a
                    person is an Affiliate or Associate of another, (3) whether
                    a person has an agreement, arrangement or understanding with
                    another as to the matters referred to in paragraph (3) of
                    section (c), or (4) whether the assets subject to any
                    business combination or the consideration received for the
                    issuance or transfer of securities by the Corporation, or
                    any Subsidiary has an aggregate fair market value of
                    $1,000,000 or more.

                    (e) Nothing contained in this Article Fifteenth shall be
                    construed to relieve any Interested Stockholder from any
                    fiduciary obligation imposed by law.

            Sixteenth: Notwithstanding any other provision of this Charter or
            Act of Incorporation or the By-Laws of the Corporation (and in
            addition to any other vote that may be required by law, this Charter
            or Act of Incorporation by the By-Laws), the affirmative vote of the
            holders of at least two-thirds of the outstanding shares of the
            capital stock of the Corporation entitled to vote generally in the
            election of directors (considered for this purpose as one class)
            shall be required to amend, alter or repeal any

                                       12



            provision of Articles Fifth, Thirteenth, Fifteenth or Sixteenth of
            this Charter or Act of Incorporation.

            Seventeenth: (a) a Director of this Corporation shall not be liable
            to the Corporation or its stockholders for monetary damages for
            breach of fiduciary duty as a Director, except to the extent such
            exemption from liability or limitation thereof is not permitted
            under the Delaware General Corporation Laws as the same exists or
            may hereafter be amended.

                    (b) Any repeal or modification of the foregoing paragraph
                    shall not adversely affect any right or protection of a
                    Director of the Corporation existing hereunder with respect
                    to any act or omission occurring prior to the time of such
                    repeal or modification."

                                       13



                                    EXHIBIT B

                                     BY-LAWS


                            WILMINGTON TRUST COMPANY

                              WILMINGTON, DELAWARE

                        As existing on February 20, 2000



                       BY-LAWS OF WILMINGTON TRUST COMPANY


                                    ARTICLE I
                             Stockholders' Meetings

            Section 1. The Annual Meeting of Stockholders shall be held on the
third Thursday in April each year at the principal office at the Company or at
such other date, time, or place as may be designated by resolution by the Board
of Directors.

            Section 2. Special meetings of all stockholders may be called at any
time by the Board of Directors, the Chairman of the Board or the President.

            Section 3. Notice of all meetings of the stockholders shall be given
by mailing to each stockholder at least ten (10) days before said meeting, at
his last known address, a written or printed notice fixing the time and place of
such meeting.

            Section 4. A majority in the amount of the capital stock of the
Company issued and outstanding on the record date, as herein determined, shall
constitute a quorum at all meetings of stockholders for the transaction of any
business, but the holders of a small number of shares may adjourn, from time to
time, without further notice, until a quorum is secured. At each annual or
special meeting of stockholders, each stockholder shall be entitled to one vote,
either in person or by proxy, for each share of stock registered in the
stockholder's name on the books of the Company on the record date for any such
meeting as determined herein.

                                   ARTICLE II
                                    Directors

            Section 1. The authorized number of directors that shall constitute
the Board of Directors shall be fixed from time to time by or pursuant to a
resolution passed by a majority of the Board within the parameters set by the
Charter of the Bank. No more than two directors may also be employees of the
Company or any affiliate thereof.

            Section 2. Except as provided in these Bylaws or as otherwise
required by law, there shall be no qualifications for election or service as
directors of the Company. In addition to any other provisions of these Bylaws,
to be qualified for nomination for Election or appointment to the Board of
Directors each person must have not attained the age of sixty nine years at the
time of such election or appointment, provided however, the Nominating and
Corporate Governance Committee may waive such qualification as to a particular
candidate otherwise qualified to serve as a director upon a good faith
determination by such committee that such a waiver is in the best interests of
the Company and its stockholders. The Chairman of the Board of Directors shall
not be qualified to continue to serve as a director upon the termination of his
or her service in that



office for any reason.

            Section 3.  The class of Directors so elected shall hold office for
three years or until their successors are elected and qualified.

            Section 4.  The affairs and business of the Company shall be managed
and conducted by the Board of Directors.

            Section 5.  The Board of Directors shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Board of Directors or the President.

            Section 6.  Special meetings of the Board of Directors may be called
at any time by the Chairman of the Board of Directors or by the President, and
shall be called upon the written request of a majority of the directors.

            Section 7.  A majority of the directors elected and qualified shall
be necessary to constitute a quorum for the transaction of business at any
meeting of the Board of Directors.

            Section 8.  Written notice shall be sent by mail to each director of
any special meeting of the Board of Directors, and of any change in the time or
place of any regular meeting, stating the time and place of such meeting, which
shall be mailed not less than two days before the time of holding such meeting.

            Section 9.  In the event of the death, resignation, removal,
inability to act, or disqualification of any director, the Board of Directors,
although less than a quorum, shall have the right to elect the successor who
shall hold office for the remainder of the full term of the class of directors
in which the vacancy occurred, and until such director's successor shall have
been duly elected and qualified.

            Section 10. The Board of Directors at its first meeting after its
election by the stockholders shall appoint an Executive Committee, a Trust
Committee, an Audit Committee and a Compensation Committee, and shall elect from
its own members a Chairman of the Board of Directors and a President who may be
the same person. The Board of Directors shall also elect at such meeting a
Secretary and a Treasurer, who may be the same person, may appoint at any time
such other committees and elect or appoint such other officers as it may deem
advisable. The Board of Directors may also elect at such meeting one or more
Associate Directors.

            Section 11. The Board of Directors may at any time remove, with or
without cause, any member of any Committee appointed by it or any associate
director or officer elected by it and may appoint or elect his successor.

            Section 12. The Board of Directors may designate an officer to be in
charge of such of

                                       2



the departments or divisions of the Company as it may deem advisable.


                                  ARTICLE III
                                   Committees

            Section 1.  Executive Committee

                        (A) The Executive Committee shall be composed of not
more than nine members who shall be selected by the Board of Directors from its
own members and who shall hold office during the pleasure of the Board.

                        (B) The Executive Committee shall have all the powers of
the Board of Directors when it is not in session to transact all business for
and in behalf of the Company that may be brought before it.

                        (C) The Executive Committee shall meet at the principal
office of the Company or elsewhere in its discretion at such times to be
determined by a majority of its members, or at the call of the Chairman of the
Executive Committee or at the call of the Chairman of the Board of Directors.
The majority of its members shall be necessary to constitute a quorum for the
transaction of business. Special meetings of the Executive Committee may be held
at any time when a quorum is present.

                        (D) Minutes of each meeting of the Executive Committee
shall be kept and submitted to the Board of Directors at its next meeting.

                        (E) The Executive Committee shall advise and superintend
all investments that may be made of the funds of the Company, and shall direct
the disposal of the same, in accordance with such rules and regulations as the
Board of Directors from time to time make.

                        (F) In the event of a state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
the Company by its directors and officers as contemplated by these By-Laws any
two available members of the Executive Committee as constituted immediately
prior to such disaster shall constitute a quorum of that Committee for the full
conduct and management of the affairs and business of the Company in accordance
with the provisions of Article III of these By-Laws; and if less than three
members of the Trust Committee is constituted immediately prior to such disaster
shall be available for the transaction of its business, such Executive Committee
shall also be empowered to exercise all of the powers reserved to the Trust
Committee under Article III Section 2 hereof. In the event of the
unavailability, at such time, of a minimum of two members of such Executive
Committee, any three available directors shall constitute the Executive
Committee for the full conduct and management of the affairs and business of the
Company in accordance with the foregoing provisions of this Section. This By-Law
shall be subject to implementation by Resolutions of the

                                       3



Board of Directors presently existing or hereafter passed from time to time for
that purpose, and any provisions of these By-Laws (other than this Section) and
any resolutions which are contrary to the provisions of this Section or to the
provisions of any such implementary Resolutions shall be suspended during such a
disaster period until it shall be determined by any interim Executive Committee
acting under this section that it shall be to the advantage of the Company to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-Laws.

            Section 2.  Audit Committee

                        (A) The Audit Committee shall be composed of five
members who shall be selected by the Board of Directors from its own members,
none of whom shall be an officer of the Company, and shall hold office at the
pleasure of the Board.

                        (B) The Audit Committee shall have general supervision
over the Audit Division in all matters however subject to the approval of the
Board of Directors; it shall consider all matters brought to its attention by
the officer in charge of the Audit Division, review all reports of examination
of the Company made by any governmental agency or such independent auditor
employed for that purpose, and make such recommendations to the Board of
Directors with respect thereto or with respect to any other matters pertaining
to auditing the Company as it shall deem desirable.

                        (C) The Audit Committee shall meet whenever and wherever
the majority of its members shall deem it to be proper for the transaction of
its business, and a majority of its Committee shall constitute a quorum.

            Section 3.  Compensation Committee

                        (A) The Compensation Committee shall be composed of not
more than five (5) members who shall be selected by the Board of Directors from
its own members who are not officers of the Company and who shall hold office
during the pleasure of the Board.

                        (B) The Compensation Committee shall in general advise
upon all matters of policy concerning the Company brought to its attention by
the management and from time to time review the management of the Company, major
organizational matters, including salaries and employee benefits and
specifically shall administer the Executive Incentive Compensation Plan.

                        (C) Meetings of the Compensation Committee may be called
at any time by the Chairman of the Compensation Committee, the Chairman of the
Board of Directors, or the President of the Company.

            Section 4.  Associate Directors

                                       4



         (A) Any person who has served as a director may be elected by the
Board of Directors as an associate director, to serve during the pleasure of the
Board.

                    (B)  An associate director shall be entitled to attend all
directors meetings and participate in the discussion of all matters brought to
the Board, with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception of the Executive Committee, Audit Committee and Compensation
Committee, which must be comprised solely of active directors.

         Section 5. Absence or Disqualification of Any Member of a Committee

                    (A)  In the absence or disqualification of any member of
any Committee created under Article III of the By-Laws of this Company, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

                                   ARTICLE IV
                                    Officers

         Section 1. The Chairman of the Board of Directors shall preside at all
meetings of the Board and shall have such further authority and powers and shall
perform such duties as the Board of Directors may from time to time confer and
direct. He shall also exercise such powers and perform such duties as may from
time to time be agreed upon between himself and the President of the Company.

         Section 2. The Vice Chairman of the Board. The Vice Chairman of the
Board of Directors shall preside at all meetings of the Board of Directors at
which the Chairman of the Board shall not be present and shall have such further
authority and powers and shall perform such duties as the Board of Directors or
the Chairman of the Board may from time to time confer and direct.

         Section 3. The President shall have the powers and duties pertaining to
the office of the President conferred or imposed upon him by statute or assigned
to him by the Board of Directors. In the absence of the Chairman of the Board
the President shall have the powers and duties of the Chairman of the Board.

         Section 4. The Chairman of the Board of Directors or the President as
designated by the Board of Directors, shall carry into effect all legal
directions of the Executive Committee and of the Board of Directors, and shall
at all times exercise general supervision over the interest, affairs and
operations of the Company and perform all duties incident to his office.

                                       5



          Section 5.  There may be one or more Vice Presidents, however
denominated by the Board of Directors, who may at any time perform all the
duties of the Chairman of the Board of Directors and/or the President and such
other powers and duties as may from time to time be assigned to them by the
Board of Directors, the Executive Committee, the Chairman of the Board or the
President and by the officer in charge of the department or division to which
they are assigned.

          Section 6.  The Secretary shall attend to the giving of notice of
meetings of the stockholders and the Board of Directors, as well as the
Committees thereof, to the keeping of accurate minutes of all such meetings and
to recording the same in the minute books of the Company. In addition to the
other notice requirements of these By-Laws and as may be practicable under the
circumstances, all such notices shall be in writing and mailed well in advance
of the scheduled date of any other meeting. He shall have custody of the
corporate seal and shall affix the same to any documents requiring such
corporate seal and to attest the same.

          Section 7.  The Treasurer shall have general supervision over all
assets and liabilities of the Company. He shall be custodian of and responsible
for all monies, funds and valuables of the Company and for the keeping of proper
records of the evidence of property or indebtedness and of all the transactions
of the Company. He shall have general supervision of the expenditures of the
Company and shall report to the Board of Directors at each regular meeting of
the condition of the Company, and perform such other duties as may be assigned
to him from time to time by the Board of Directors of the Executive Committee.

          Section 8.  There may be a Controller who shall exercise general
supervision over the internal operations of the Company, including accounting,
and shall render to the Board of Directors at appropriate times a report
relating to the general condition and internal operations of the Company.

          There may be one or more subordinate accounting or controller officers
however denominated, who may perform the duties of the Controller and such
duties as may be prescribed by the Controller.

          Section 9.  The officer designated by the Board of Directors to be in
charge of the Audit Division of the Company with such title as the Board of
Directors shall prescribe, shall report to and be directly responsible only to
the Board of Directors.

          There shall be an Auditor and there may be one or more Audit Officers,
however denominated, who may perform all the duties of the Auditor and such
duties as may be prescribed by the officer in charge of the Audit Division.

          Section 10. There may be one or more officers, subordinate in rank to
all Vice Presidents with such functional titles as shall be determined from time
to time by the Board of

                                       6



Directors, who shall ex officio hold the office Assistant Secretary of this
Company and who may perform such duties as may be prescribed by the officer in
charge of the department or division to whom they are assigned.

          Section 11. The powers and duties of all other officers of the Company
shall be those usually pertaining to their respective offices, subject to the
direction of the Board of Directors, the Executive Committee, Chairman of the
Board of Directors or the President and the officer in charge of the department
or division to which they are assigned.

                                    ARTICLE V
                          Stock and Stock Certificates

          Section 1. Shares of stock shall be transferrable on the books of the
Company and a transfer book shall be kept in which all transfers of stock shall
be recorded.

          Section 2. Certificates of stock shall bear the signature of the
President or any Vice President, however denominated by the Board of Directors
and countersigned by the Secretary or Treasurer or an Assistant Secretary, and
the seal of the corporation shall be engraved thereon. Each certificate shall
recite that the stock represented thereby is transferrable only upon the books
of the Company by the holder thereof or his attorney, upon surrender of the
certificate properly endorsed. Any certificate of stock surrendered to the
Company shall be cancelled at the time of transfer, and before a new certificate
or certificates shall be issued in lieu thereof. Duplicate certificates of stock
shall be issued only upon giving such security as may be satisfactory to the
Board of Directors or the Executive Committee.

          Section 3. The Board of Directors of the Company is authorized to fix
in advance a record date for the determination of the stockholders entitled to
notice of, and to vote at, any meeting of stockholders and any adjournment
thereof, or entitled to receive payment of any dividend, or to any allotment or
rights, or to exercise any rights in respect of any change, conversion or
exchange of capital stock, or in connection with obtaining the consent of
stockholders for any purpose, which record date shall not be more than 60 nor
less than 10 days proceeding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent.

                                       7



                                   ARTICLE VI
                                      Seal

          Section 1. The corporate seal of the Company shall be in the following
form:

                    Between two concentric circles the words
                    "Wilmington Trust Company" within the inner
                    circle the words "Wilmington, Delaware."

                                   ARTICLE VII
                                   Fiscal Year

          Section 1. The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII
                     Execution of Instruments of the Company

          Section 1. The Chairman of the Board, the President or any Vice
President, however denominated by the Board of Directors, shall have full power
and authority to enter into, make, sign, execute, acknowledge and/or deliver and
the Secretary or any Assistant Secretary shall have full power and authority to
attest and affix the corporate seal of the Company to any and all deeds,
conveyances, assignments, releases, contracts, agreements, bonds, notes,
mortgages and all other instruments incident to the business of this Company or
in acting as executor, administrator, guardian, trustee, agent or in any other
fiduciary or representative capacity by any and every method of appointment or
by whatever person, corporation, court officer or authority in the State of
Delaware, or elsewhere, without any specific authority, ratification, approval
or confirmation by the Board of Directors or the Executive Committee, and any
and all such instruments shall have the same force and validity as though
expressly authorized by the Board of Directors and/or the Executive Committee.

                                   ARTICLE IX
               Compensation of Directors and Members of Committees

          Section 1. Directors and associate directors of the Company, other
than salaried officers of the Company, shall be paid such reasonable honoraria
or fees for attending meetings of the Board of Directors as the Board of
Directors may from time to time determine. Directors and associate directors who
serve as members of committees, other than salaried employees of the Company,
shall be paid such reasonable honoraria or fees for services as members of
committees as the Board of Directors shall from time to time determine and
directors and

                                       8



associate directors may be employed by the Company for such special services as
the Board of Directors may from time to time determine and shall be paid for
such special services so performed reasonable compensation as may be determined
by the Board of Directors.

                                    ARTICLE X
                                 Indemnification

          Section 1. (A) The Corporation shall indemnify and hold harmless, to
the fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation.

               (B) The Corporation shall pay the expenses incurred in defending
any proceeding in advance of its final disposition, provided, however, that the
payment of expenses incurred by a Director or officer in his capacity as a
Director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the Director or officer to repay
all amounts advanced if it should be ultimately determined that the Director or
officer is not entitled to be indemnified under this Article or otherwise.

               (C) If a claim for indemnification or payment of expenses, under
this Article X is not paid in full within ninety days after a written claim
therefor has been received by the Corporation the claimant may file suit to
recover the unpaid amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such claim. In any such
action the Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification of payment of expenses under
applicable law.

               (D) The rights conferred on any person by this Article X shall
not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Charter or Act of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested Directors or
otherwise.

               (E) Any repeal or modification of the foregoing provisions of
this Article X shall not adversely affect any right or protection hereunder of
any person in respect of any act or omission occurring prior to the time of such
repeal or modification.

                                       9



                                   ARTICLE XI
                            Amendments to the By-Laws

          Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, and any new By-Law or By-Laws adopted at any regular or special
meeting of the Board of Directors by a vote of the majority of all the members
of the Board of Directors then in office.

                                       10



                                    EXHIBIT C


                             Section 321(b) Consent


          Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as
amended, Wilmington Trust Company hereby consents that reports of examinations
by Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.

                                                     WILMINGTON TRUST COMPANY


Dated: July 3, 2002                                  By:    /s/ Bruce L. Bisson
                                                        ------------------------
                                                     Name:  Bruce L. Bisson
                                                     Title: Vice President



                                    EXHIBIT D

                                     NOTICE


                  This form is intended to assist state nonmember banks and
                  savings banks with state publication requirements. It has not
                  been approved by any state banking authorities. Refer to your
                  appropriate state banking authorities for your state
                  publication requirements.


R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

      WILMINGTON TRUST COMPANY                   of     WILMINGTON
- ------------------------------------------------    ----------------
            Name of Bank                                   City

in the State of  DELAWARE , at the close of business on March 31, 2002.
                ----------




ASSETS
                                                                                  Thousands of dollars
                                                                                          
Cash and balances due from depository institutions:
         Noninterest-bearing balances and currency and coins ............................      156,013
         Interest-bearing balances ......................................................            0
Held-to-maturity securities .............................................................       15,075
Available-for-sale securities ...........................................................    1,087,652
Federal funds sold in domestic offices ..................................................      320,870
Securities purchased under agreements to resell .........................................       45,000
Loans and lease financing receivables:
         Loans and leases held for sale .................................................            0
         Loans and leases, net of unearned income .......................................    5,137,765
         LESS:  Allowance for loan and lease losses .....................................       74,525
         Loans and leases, net of unearned income, allowance, and reserve ...............    5,063,240
Assets held in trading accounts .........................................................            0
Premises and fixed assets (including capitalized leases) ................................      129,905
Other real estate owned .................................................................          504
Investments in unconsolidated subsidiaries and associated companies .....................        1,488
Customers' liability to this bank on acceptances outstanding ............................            0
Intangible assets:
         a.  Goodwill ...................................................................          157
         b.  Other intangible assets ....................................................        5,728
Other assets ............................................................................      140,061
Total assets ............................................................................    6,965,693



                                                          CONTINUED ON NEXT PAGE



                                                                                                     
LIABILITIES

Deposits:
In domestic offices ..................................................................................  5,367,187
         Noninterest-bearing .........................................................................    833,892
         Interest-bearing ............................................................................  4,533,295
Federal funds purchased in domestic offices ..........................................................    227,600
Securities sold under agreements to repurchase .......................................................    180,060
Trading liabilities (from Schedule RC-D) .............................................................          0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases: .......    554,268
Bank's liability on acceptances executed and outstanding .............................................          0
Subordinated notes and debentures ....................................................................          0
Other liabilities (from Schedule RC-G) ...............................................................    103,786
Total liabilities ....................................................................................  6,432,901


EQUITY CAPITAL

Perpetual preferred stock and related surplus ........................................................          0
Common Stock .........................................................................................        500
Surplus (exclude all surplus related to preferred stock) .............................................     62,118
a.  Retained earnings ................................................................................    464,677
b.  Accumulated other comprehensive income ...........................................................      5,497
Total equity capital .................................................................................    532,792
Total liabilities, limited-life preferred stock, and equity capital ..................................  6,965,693