8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2003

Greater Bay Bancorp

(Exact name of registrant as specified in its charter)

California	77-0387041
State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

Commission file number: 0-25034

2860 West Bayshore Road

Palo Alto, California 94303

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 813-8200

Item 5. Other Events.

On April 23, 2003, Greater Bay Bancorp (the “Company”) issued a press release announcing its financial results for the first quarter of 2003.

Item 7. Financial Statements and Exhibits.

Exhibits

99.1 Press Release dated April 23, 2003 re financial results for first quarter of 2003

Item 9. Regulation FD Disclosure

The press release attached hereto as Exhibit 99.1, incorporated herein by reference, is being furnished in this Form 8-K under Item 9 in satisfaction of Item 12 – Disclosure of Results of Operations and Financial Condition in accordance with the Filing Guidelines issued by the Securities and Exchange Commission in Release 33-8216. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GREATER BAY BANCORP
		(Registrant)
Dated: April 23, 2003	By:	/s/    LINDA M. IANNONE
		Linda M. Iannone Senior Vice President and General Counsel

3

Exhibit Index

99.1 Press Release dated April 23, 2003 re financial results for first quarter 2003

4

EX-99.1

EXHIBIT 99.1

Press Release dated April 23, 2003

For Information Contact
At Greater Bay Bancorp:	At Silverman Heller Associates:
David L. Kalkbrenner, President and CEO	Philip Bourdillon/Gene Heller
(650) 614-5767	(310) 208-2550
Steven C. Smith, EVP, CAO and CFO
(650) 813-8222

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP REPORTS

NET INCOME OF $25 MILLION

FOR THE FIRST QUARTER OF 2003

- Credit Quality Stable -

PALO ALTO, Calif., April 23, 2003 – Greater Bay Bancorp (Nasdaq:GBBK), an $8.0 billion in assets financial services holding company, today announced results for the first quarter of 2003.

For the first quarter of 2003, Greater Bay Bancorp’s NET INCOME was $25.1 million, or $0.45 per diluted share, compared to $27.6 million, or $0.52 per diluted share, for the first quarter of 2002. Based on NET INCOME for the first quarter of 2003, Greater Bay Bancorp’s return on average equity was 14.66%, return on average assets was 1.28%, and efficiency ratio was 60.65% (55.28% excluding the income and expenses of ABD Insurance and Financial Services (“ABD”)). For the first quarter of 2002, NET INCOME resulted in a return on average equity of 20.38%, a return on average assets of 1.39%, and an efficiency ratio of 45.41% (42.91% excluding ABD).

At March 31, 2003, Greater Bay Bancorp’s total assets were $8.0 billion. From March 31, 2002 to March 31, 2003, total loans grew to $4.7 billion, a 5% annualized growth rate, total investments, primarily mortgage-backed securities, decreased 21% to $2.6 billion, and total deposits increased 10% to $5.5 billion. The net deposit growth for the year included a reduction of $60.2 million of institutional deposits. Excluding that decrease, core deposits grew by $540.8 million or 13% in the first quarter of 2003 versus the first quarter of 2002.

Greater Bay Bancorp’s net interest margin for the first quarter of 2003 was 4.33% compared to 4.36% for the fourth quarter of 2002 and 4.71% for the first quarter of 2002. While the average net interest margin remained relatively flat for the quarter, the end-of-period net interest margin declined to 4.20%.

Non-interest income for the first quarter of 2003 increased to $44.8 million from $22.6 million in the first quarter of 2002, primarily due to an additional two-and-one-half months of ABD revenue, as Greater Bay Bancorp acquired ABD in March 2002 under the purchase accounting method.

Operating expenses increased by $8.2 million during the first quarter of 2003 from the fourth quarter of 2002. Fourth-quarter operating expenses were reduced by a $5.0 million nonrecurring reduction in

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April 23, 2003

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accrual estimates. On a comparable basis, operating expenses increased by approximately $3.2 million, which were primarily the result of the seasonal impact of payroll tax and benefit costs, and increased consulting and other expenses related to the Company’s focus on enterprise-wide risk management.

The decline in net income from the prior year was slightly more than anticipated due to a reduction in margin compression caused by the reduction in market interest rates, and an operating expense increase related to our previously identified emphasis on enterprise-wide risk management. The first quarter of 2003 also included two-and-one-half months of ABD operating expenses that were not included in the first quarter of 2002, due to the fact that ABD was acquired under the purchase accounting method on March 12, 2002. These operating expense increases were partially offset by increased non-interest income, including additional ABD revenue, and a lower provision for loan losses reflecting reduced net loan charge-offs.

Credit Quality Overview

Net charge-offs in the first quarter of 2003 were $6.3 million, or 0.54% of average annualized loans, compared to 1.40% a year ago. Nonperforming assets of $40 million for the first quarter of 2003 remained relatively flat compared to $38 million at the end of 2002. The ratio of nonperforming assets to total assets was 0.51% at March 31, 2003, compared to 0.47% at December 31, 2002 and 0.35% at March 31, 2002. The allowance for loan losses was $130 million or 2.74% of total loans at March 31, 2003, compared to $130 million or 2.70% at December 31, 2002 and $125 million or 2.78% at March 31, 2002.

During the past nine months, total commitments in our Shared National Credit (“SNC”) portfolio have been reduced by $102 million and the funded amount has been reduced by $75 million. The total SNC non-relationship portfolio as of March 31, 2003 had commitments of only $35 million and a funded amount of $32 million. Subsequent to quarter-end, the Company further reduced its SNC non-relationship loan portfolio by selling a loan with a net book value of $3.4 million for $3.5 million, resulting in a recovery of $100,000.

Mr. Kalkbrenner commented, “Despite the challenging economic environment, our relationship banking philosophy and effective credit management efforts have resulted in low levels of net charge-offs and nonperforming assets compared to our peer group. Our real estate loan portfolio continued to perform well during the first quarter of 2003, and with a strong loan-loss reserve, we believe we are well-positioned to weather current economic conditions.”

Interest Rate Risk Management

The Company continues to proactively manage its interest rate risk exposure in this uncertain economic market environment to ensure that it is positioned for long-term success compared to short-term earnings goals that would not be sustainable in a rising interest rate environment. The Company’s current strategy, which is continually reviewed in relationship to market conditions, includes a gradual reduction of the investment securities portfolio. This strategy will continue to reduce current net interest income in the near-term, but will position it to take advantage of an improving economy and rising market interest rates over the longer term. Because the balance sheet is

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April 23, 2003

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positioned to be more asset sensitive, the Company’s net interest margin will continue to be pressured in the event of a continuing flat-to-declining interest rate environment.

Capital Overview

The capital ratios of Greater Bay Bancorp and each of its subsidiary banks continue to be above the well-capitalized guidelines established by the bank regulatory agencies. Earnings for the last four quarters, cumulatively, have exceeded a 20% return on average equity, and when combined with the Company’s interest rate risk strategy of reducing the investment securities portfolio, primarily mortgage-backed securities, increased the tangible equity to asset ratio to 6.69% at March 31, 2003 from 4.99% at March 31, 2002 and 6.40% at December 31, 2002. The Company’s leverage ratio also increased during the first quarter of 2003 to 9.18% from 8.61% in the fourth quarter of 2002 and 7.67% one year ago, while the total risk-based capital ratio increased to 13.34% at March 31, 2003 from 12.97% at December 31, 2002 and 11.99% at March 31, 2002.

While the strategic acquisition of ABD in 2002 caused an initial decline in our capital ratios, the Company’s ability to deliver above average shareholder returns during a period of economic stress, coupled with its balance sheet management strategy, has had the effect of increasing capital ratios to peer levels at the end of the first quarter of 2003. When the Company’s capital ratios are compared to those of the top 75 U.S. Banks (by asset size) at December 31, 2002, the Company (ranked 61^st by asset size) had tangible equity, leverage, tier 1 and total risk-based capital ratios equal to or exceeding the top 75 U.S. Banks’ average ratios.

Mr. Kalkbrenner commented, “We realize capital management is a key element in managing a bank safely and that solid capital levels allow more flexibility in managing risk while ensuring that we focus on opportunities to enhance shareholder value.”

Regulatory Update

The Company continues to make progress in complying with all aspects of the Cure Agreement with the Federal Reserve Board and believes it is on schedule to meet all of the requirements of the agreement in a timely manner.

Outlook and Business Drivers

Considering the uncertainty of current economic conditions and its impact on the San Francisco Bay Area, the Company does not believe there is adequate visibility to provide specific guidance for the balance of 2003; however, we are providing the following outlook information:

• Average loan growth – continued focus on quality and relationships – the Company anticipates that commercial loan growth will exceed peer competitors

• Average deposit growth – commensurate with its relationship philosophy, the Company is committed to expanding its deposit base and selectively adding new clients – the Company anticipates that growth will exceed peer competitors

• Net interest margin – continued pressure due to economic conditions – considering current economic outlook, the Company anticipates slight margin compression

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April 23, 2003

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throughout 2003 without market interest rate reductions – if market interest rates decline, the Company would expect continued margin pressure. For every 25 basis point decline in market interest rates, the net interest margin will decline 10 basis points to 20 basis points, depending on the mix of assets and liabilities

• Credit Quality – continued aggressive management of credit risk, and based on the current outlook, the Company believes net charge-offs will be in the range of 60 basis points to 70 basis points for the year 2003

• Earnings – due to the potential impact of current economic conditions on business growth, and the uncertain impact of the market interest rate environment on the Company’s net interest margin, the Company believes it does not have the forward looking visibility to provide full-year earnings-per-share guidance.

Greater Bay Bancorp through its eleven subsidiary banks, 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 BankofCommerce and San Jose National Bank, along with its operating divisions, serves clients throughout Silicon Valley, San Francisco, the San Francisco Peninsula, the East Bay Region, the North Bay Region and the Central Coastal Region. ABD Insurance and Financial Services, a wholly owned subsidiary of Greater Bay Bancorp, provides commercial insurance brokerage, employee benefits consulting and risk management solutions to business clients throughout the United States.

Investors have the opportunity to listen to the conference call live over the Internet through CompanyBoardroom at http://www.companyboardroom.com on Wednesday, April 23, 2003 at 8:00 a.m. Pacific time. Investors should go to the CompanyBoardroom web site 15 minutes prior to the start of the call, as it may be necessary to download audio software to hear the conference call. A replay of the conference call will be available on the CompanyBoardroom web site for 7 days and via telephone through April 30, 2003 by dialing (800) 642-1687 or (706) 645-9291 and providing Conference ID 9611736.

Safe Harbor

Certain matters discussed in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements relate to the Company’s current expectations regarding future operating results, net interest margin, net loan charge-offs, growth in loans and deposits, compliance with the Cure Agreement and the strength of the local economy. These forward looking statements are subject to certain risks and uncertainties that could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward looking statements. These risks and uncertainties include, but are not limited to: (1) the impact of changes in interest rates, a decline in economic conditions at the international, national and local levels and increased competition among financial service providers on the Company’s results of operations, the Company’s ability to maintain its net interest spread, and the quality of the Company’s earning assets; (2) any difficulties that may be encountered in integrating newly acquired businesses and in realizing operating efficiencies; (3) government regulation; and (4) the other risks set forth in the Company’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2002.

For additional information and press releases about Greater Bay Bancorp, visit the Company’s web site at http://www.gbbk.com.

-Financial Tables Follow-

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April 23, 2003

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GREATER BAY BANCORP

MARCH 31, 2003 – FINANCIAL SUMMARY (UNAUDITED)

($ in 000’s, except share and per share data)

SELECTED CONSOLIDATED FINANCIAL CONDITION DATA:

	Mar 31 2003			Dec 31 2002			Sept 30 2002			Jun 30 2002			Mar 31 2002
Cash and Due From Banks	$	243,684		$	300,514		$	271,774		$	265,033		$	206,487
Investments		2,556,106			2,576,986			2,966,302			3,181,788			3,215,112
Loans:
Commercial		1,974,656			2,067,142			2,007,389			1,997,960			1,901,577
Term Real Estate—Commercial		1,642,560			1,610,277			1,529,582			1,500,972			1,466,686
Total Commercial		3,617,216			3,677,419			3,536,971			3,498,932			3,368,263
Construction & Land		704,041			710,990			715,351			728,795			697,899
Real Estate—Other		247,335			251,665			282,894			292,474			251,021
Consumer and Other		165,650			166,331			174,797			178,809			196,111
Deferred Loan Fees, Net		(15,044	)		(15,245	)		(16,102	)		(16,354	)		(14,917	)
Total Loans		4,719,198			4,791,160			4,693,911			4,682,656			4,498,377
Allowance for Loan Losses		(129,818	)		(129,613	)		(128,429	)		(126,092	)		(125,331	)
Total Loans, Net		4,589,380			4,661,547			4,565,482			4,556,564			4,373,046
Goodwill and Other Intangibles		191,580			191,903			170,642			171,915			173,587
Other Assets		378,256			344,777			343,799			350,922			361,793
Total Assets	$	7,959,006		$	8,075,727		$	8,317,999		$	8,526,222		$	8,330,025
Deposits:
Demand, Non-Interest Bearing	$	1,114,447		$	1,028,672		$	984,327		$	933,486		$	934,150
NOW, MMDA and Savings		2,658,502			2,673,973			2,693,242			2,555,057			2,271,837
Time Certificates, $100,000 and over		803,328			829,717			809,519			807,033			826,178
Other Time Certificates		945,483			739,911			956,821			1,003,550			1,009,047
Total Deposits		5,521,760			5,272,273			5,443,909			5,299,126			5,041,212
Other Borrowings		1,335,406			1,737,243			1,840,423			2,209,356			2,313,428
Trust Preferred Securities		204,000			204,000			203,000			223,000			218,000
Other Liabilities		186,670			165,502			163,310			169,311			176,688
Total Liabilities		7,247,836			7,379,018			7,650,642			7,900,793			7,749,328
REIT Preferred Securities		15,650			15,650			15,650			15,650			15,650
Convertible Preferred Stock		80,441			80,900			72,500			72,500			72,500
Shareholders’ Equity		615,079			600,159			579,207			537,279			492,547
		695,520			681,059			651,707			609,779			565,047
Total Liabilities and Shareholders’ Equity	$	7,959,006		$	8,075,727		$	8,317,999		$	8,526,222		$	8,330,025
Average Quarterly Total Loans, excluding Nonaccrual	$	4,716,930		$	4,702,111		$	4,641,680		$	4,541,191		$	4,439,279
Average Quarterly Investments	$	2,412,634		$	2,676,653		$	3,183,293		$	3,202,106		$	3,098,595
Average Quarterly Interest Earning Assets	$	7,129,564		$	7,378,764		$	7,824,973		$	7,743,297		$	7,537,874
Average Quarterly Deposits	$	5,342,679		$	5,534,618		$	5,443,742		$	5,194,555		$	5,055,141
Average Quarterly Interest Bearing Liabilities	$	6,080,198		$	6,376,908		$	6,715,291		$	6,721,689		$	6,438,579
Average Quarterly Assets	$	7,939,810		$	8,219,625		$	8,474,179		$	8,413,187		$	8,028,660
Average Quarterly Equity	$	694,109		$	667,716		$	632,589		$	598,254		$	549,300
Total Regulatory Capital
Tier I or Leverage Capital	$	711,170		$	691,048		$	678,606		$	640,207		$	602,839
Total Capital	$	785,488		$	765,526		$	753,986		$	736,378		$	701,039
Nonperforming Assets
Nonaccrual Loans	$	37,285		$	37,750		$	47,695		$	42,349		$	27,837
OREO		3,000			397			930			509			972
Total Nonperforming Assets	$	40,285		$	38,147		$	48,625		$	42,858		$	28,809
Greater Bay Trust Company Assets	$	598,885		$	607,244		$	598,481		$	641,884		$	644,216

Greater Bay Bancorp’s First Quarter 2003 Earnings Results

April 23, 2003

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GREATER BAY BANCORP

MARCH 31, 2003 – FINANCIAL SUMMARY (UNAUDITED)

($ in 000’s, except share and per share data)

SELECTED QUARTERLY CONSOLIDATED OPERATING DATA:

	First Quarter 2003			Fourth Quarter 2002			Third Quarter 2002			Second Quarter 2002			First Quarter 2002(1)
Interest Income	$	107,344		$	116,936		$	128,259		$	130,792		$	129,425
Interest Expense		31,177			35,917			40,622			42,145			41,871
Net Interest Income Before Provision for Loan Losses		76,167			81,019			87,637			88,647			87,554
Provision for Loan Losses		6,495			7,000			27,776			9,000			16,000
Net Interest Income After Provision for Loan Losses		69,672			74,019			59,861			79,647			71,554
Non-interest Income:
Insurance Agency Commissions & Fees		30,642			23,664			26,359			27,601			10,891
Depositor Service Fees		2,831			2,786			2,771			2,762			2,828
Loan and International Banking Fees		2,038			2,309			2,124			2,273			2,527
Trust Fees		757			922			844			894			906
ATM Fees		406			574			629			628			583
Gain on Sale of Loans		1,543			1,999			2,049			210			496
Gains on Investments and early retirement of CODES (2)		2,023			2,247			14,835			3,004			347
Other Income		4,524			3,510			5,786			2,138			4,014
Total Non-interest Income		44,764			38,011			55,397			39,510			22,592
Operating Expenses:
Salaries		39,543			38,222			37,296			36,054			26,046
Deferred Loan Origination Costs		(3,051	)		(3,580	)		(3,479	)		(3,745	)		(2,986	)
Benefits		8,940			7,093			5,950			6,338			5,515
Total Compensation and Benefits		45,432			41,735			39,767			38,647			28,575
Occupancy and Equipment		9,642			10,225			10,035			10,267			8,838
Professional Services & Legal		4,962			2,835			2,462			1,915			1,689
Telephone, postage and supplies		1,746			2,020			1,827			1,918			1,633
Marketing and promotion		1,115			681			1,605			1,617			1,452
Data Processing		1,251			1,350			1,145			1,196			1,129
Client Services		344			480			433			557			647
FDIC Insurance and Assessments		498			491			409			417			463
Other Real Estate, Net		1			20			119			—			—
Amortization of Intangibles		1,671			1,658			1,650			1,650			562
Other Expenses		6,227			3,189			3,740			5,866			4,561
		72,889			64,684			63,192			64,050			49,549
Costs related to the Early Retirement of Trust Preferred Securities (TPS)		—			—			—			975			—
REIT Preferred Securities expense		453			421			465			464			464
Total Operating Expenses		73,342			65,105			63,657			65,489			50,013
Income Before Income Taxes		41,094			46,925			51,601			53,668			44,133
Income Tax Expense		15,997			16,259			19,131			20,132			16,531
Net Income	$	25,097		$	30,666		$	32,470		$	33,536		$	27,602

(1) The Company acquired ABD Insurance and Financial Services (ABD) on March 12, 2002 which is accounted for under the purchase accounting method.

(2) CODES (Zero Coupon Convertible Contingent Debt Securities)

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April 23, 2003

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GREATER BAY BANCORP

MARCH 31, 2003 – FINANCIAL SUMMARY (UNAUDITED)

($ in 000’s, except share and per share data)

SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS:

	Mar 31 2003			Dec 31 2002			Sept 30 2002			Jun 30 2002			Mar 31 2002
Loan to Deposit Ratio		85.47	%		90.87	%		86.22	%		88.37	%		89.23	%
Core Bank Loan to Deposit Ratio (1)		69.75	%		74.24	%		70.53	%		71.49	%		72.26	%
Ratio of Allowance for Loan Losses to:
Average Loans		2.73	%		2.73	%		2.74	%		2.75	%		2.81	%
End of Period Loans		2.74	%		2.70	%		2.73	%		2.68	%		2.78	%
Total Nonperforming Assets		322.25	%		339.77	%		264.12	%		294.21	%		435.04	%
Ratio of Provision for Loan Losses to Average Loans, annualized		0.55	%		0.59	%		2.35	%		0.79	%		1.45	%
Total Nonperforming Loans to Total Loans		0.79	%		0.79	%		1.02	%		0.90	%		0.62	%
Total Nonperforming Assets to Total Assets		0.51	%		0.47	%		0.58	%		0.50	%		0.35	%
Ratio of Quarterly Net Charge-offs to Average Loans, annualized		0.54	%		0.49	%		2.15	%		0.72	%		1.40	%
Ratio of YTD Net Charge-offs to YTD Average Loans, annualized		0.54	%		1.19	%		1.43	%		1.05	%		1.40	%
Loan Growth, current quarter to prior year quarter		4.91	%		6.57	%		7.17	%		9.01	%		7.08	%
Loan Growth, current quarter to prior quarter, annualized		-6.09	%		8.22	%		0.95	%		16.43	%		0.24	%
Loan Growth, YTD annualized		-6.09	%		6.57	%		5.89	%		8.39	%		0.24	%
Deposits Growth, current quarter to prior year quarter		9.53	%		5.66	%		11.71	%		8.60	%		4.74	%
Deposits Growth, current quarter to prior quarter, annualized		19.19	%		-12.51	%		10.84	%		20.52	%		4.16	%
Deposits Growth, YTD annualized		19.19	%		5.66	%		12.16	%		12.49	%		4.16	%
Revenue Growth, current quarter to prior year quarter		9.79	%		28.64	%		62.56	%		46.25	%		30.91	%
Revenue Growth, current quarter to prior quarter, annualized (2)		6.48	%		-66.58	%		46.06	%		65.59	%		77.22	%
Net Interest Income Growth, current quarter to prior year quarter		-13.01	%		-2.20	%		13.38	%		18.79	%		20.46	%
Net Interest Income Growth, current quarter to prior quarter, annualized (3)		-24.29	%		-29.96	%		-4.52	%		5.01	%		23.06	%
Average Earning Assets to Average Total Assets		89.80	%		89.77	%		92.34	%		92.04	%		93.89	%
Average Earning Assets to Average Interest-Bearing Liabilities		117.26	%		115.71	%		116.52	%		115.20	%		117.07	%
Capital Ratios:
Tangible Equity to Tangible Assets (4)		6.69	%		6.40	%		6.10	%		5.43	%		4.99	%
Leverage		9.18	%		8.61	%		8.17	%		7.77	%		7.67	%
Tier 1 Risk Based Capital		12.08	%		11.71	%		11.35	%		10.66	%		10.31	%
Total Risk Based Capital		13.34	%		12.97	%		12.61	%		12.26	%		11.99	%
Risk Weighted Assets	$	5,887,156		$	5,900,325		$	5,979,732		$	6,005,431		$	5,845,147
Book Value Per Share	$	11.88		$	11.64		$	11.26		$	10.50		$	9.75
Tangible Book Value Per Share (4)	$	10.04		$	9.79		$	9.66		$	8.86		$	8.06
Total Shares Outstanding		51,774,074			51,577,795			51,442,027			51,192,359			50,501,861

(1) Includes the eleven core banking divisions and excludes ABD, Matsco, Capco, Pacific Business Funding and Corporate Finance.

(2) The revenue contraction in Q4 2002 compared to Q3 2002, annualized was primarily due to a decrease of $12.6 million in gains on investments and early retirement of CODES.

(3) The net interest income contraction in the Q1 2003 and Q4 2002 compared to prior quarters, annualized was primarily due to a reduction in investments due to de-leveraging the balance sheet.

(4) Tangible Equity includes Shareholders' Equity, Convertible Preferred Stock and REIT Preferred Securities, less Goodwill and Other Intangibles.

Greater Bay Bancorp’s First Quarter 2003 Earnings Results

April 23, 2003

Page 8 of 8

GREATER BAY BANCORP

MARCH 31, 2003 – FINANCIAL SUMMARY (UNAUDITED)

($ in 000’s, except share and per share data)

SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS:

	First Quarter 2003			Fourth Quarter 2002			Third Quarter 2002			Second Quarter 2002			First Quarter 2002
GAAP EPS
Net Income Per Share
Basic (1)	$	0.46		$	0.57		$	0.61		$	0.64		$	0.54
Diluted (2)	$	0.45		$	0.57		$	0.60		$	0.62		$	0.52
Weighted Average Common Shares Outstanding		51,735,000			51,547,000			51,339,000			50,685,000			50,204,000
Weighted Average Common & Common Equivalent Shares Outstanding (2)		52,161,000			54,135,000			54,504,000			54,500,000			53,026,000
GAAP Ratios
Return on Period Average Assets, annualized		1.28	%		1.48	%		1.52	%		1.60	%		1.39	%
Return on Period Average Equity, annualized		14.66	%		18.22	%		20.36	%		22.48	%		20.38	%
Net Interest Margin – Average Earning Assets		4.33	%		4.36	%		4.44	%		4.59	%		4.71	%
Operating Expense Ratio		3.75	%		3.14	%		2.98	%		3.12	%		2.53	%
Efficiency Ratio		60.65	%		54.70	%		44.50	%		51.10	%		45.41	%
NON-GAAP Ratios
Net Interest Margin – Average Earning Assets (Excluding TPS interest expense) (3)		4.61	%		4.61	%		4.68	%		4.85	%		4.98	%
TPS Interest Expense (3)	$	4,807		$	4,635		$	4,665		$	5,025		$	4,980
Efficiency Ratio (Excluding the operating results of ABD)		55.28	%		44.85	%		35.52	%		43.93	%		42.91	%
ABD Total Revenue	$	30,862		$	23,698		$	26,569		$	28,078		$	11,057
ABD Operating Expense	$	23,556		$	22,345		$	22,288		$	21,520		$	7,495

(1) Net income available to common shareholders is based on total net income less preferred dividends of $1.5 million for Q1 2003, $1.3 million for Q4, Q3 and Q2 2002, and $263 thousand for Q1 2002.

(2) The convertible preferred stock was considered anti-dilutive in Q1 2003, whereby the preferred dividends of $1.5 million divided by the common stock equivalent of the convertible preferred stock of 2,785,000 shares was greater than the diluted earnings per share. Net income available to common shareholders is based on total net income less preferred dividends of $1.5 million for Q1 2003.

(3) TPS (Trust Preferred Securities)