Exhibit 99

Press Release dated February 1, 2005

For Information Contact
At Greater Bay Bancorp:	At Silverman Heller Associates:
Byron A. Scordelis, President and CEO	Philip Bourdillon/Gene Heller
(650) 614-5751	(310) 208-2550
James S. Westfall, EVP and CFO
(650) 813-8275

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP REPORTS FOURTH QUARTER

AND YEAR END 2004 RESULTS

PALO ALTO, Calif., February 1, 2005 — Greater Bay Bancorp (Nasdaq:GBBK), a $6.9 billion in assets financial services holding company, today announced results for the fourth quarter and the year ended December 31, 2004.

For the fourth quarter of 2004, Greater Bay Bancorp’s net income was $21.1 million, or $0.33 per fully diluted common share, compared to $21.4 million, or $0.37 per fully diluted common share, for the fourth quarter of 2003, and $22.5 million, or $0.36 per fully diluted common share, for the third quarter of 2004. For the year ended December 31, 2004, net income was $92.9 million, or $1.50 per fully diluted common share, compared to $92.0 million, or $1.62 per fully diluted common share for the year ended December 31, 2003.

The reported fully diluted earnings per common share reflect the Company’s implementation of a recent accounting pronouncement relating to contingently convertible debt for reporting purposes. This accounting change requires that the common shares issuable upon conversion of the Company’s outstanding Zero Coupon Senior Convertible Contingent Debt Securities (CODES) be considered on an if-converted basis in calculating fully diluted earnings per common share. The accounting pronouncement also required the Company to restate its fully diluted earnings per common share for prior periods. The effect of this implementation was to decrease the Company’s reported fully diluted earnings per common share by $0.04 for the fourth quarter of 2004, $0.04 for the third quarter of 2004, and $0.13 for the year ended December 31, 2004.

Return on average common equity for the fourth quarter of 2004 was 12.69% versus 13.05% for the fourth quarter of 2003, and 13.90% for the third quarter of 2004. Return on average common equity for the year ended December 31, 2004 was 14.21% compared to 14.52% for the same period in 2003. Return on average assets for the fourth quarter of 2004 was 1.18% compared to 1.10% for the fourth quarter of 2003, and 1.20% in the third quarter of 2004. Return on average assets rose to 1.25% for the year ended December 31, 2004 versus 1.16% for the same period in 2003.

Greater Bay Bancorp Reports Fourth Quarter and Year End 2004 Results

February 1, 2005

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Operating results for the fourth quarter of 2004 included a gain on sale of Small Business Administration loans of $1.2 million and a gain on sale of an equity investment of $1.1 million, partially offset by a $1.7 million adjustment for deferred rent on leased corporate properties.

“We are pleased to report solid core operating performance for 2004, including three consecutive quarters of growth in our loan portfolio,” commented Byron A. Scordelis, President and Chief Executive Officer of Greater Bay Bancorp. “During the year, we continued our proactive efforts to address the evolving interest rate environment, added to our executive management team, and reinforced our credit, internal control and growth disciplines in ways that we believe further enhance our potential for delivering superior long-term shareholder returns.”

Non-Interest Income

Non-interest income for the fourth quarter of 2004 increased to $44.7 million from $40.5 million in the fourth quarter of 2003. This increase was primarily attributable to higher insurance commissions and fees of $2.0 million in the Company’s subsidiary, ABD Insurance and Financial Services (“ABD”), an increase of $1.6 million in rental revenue on operating leases booked by the Company’s small ticket equipment leasing unit and an increase of $0.5 million in gains on sale of securities. These increases were partially offset by a $1.1 million reduction in loan and international banking fees.

Non-interest income during the fourth quarter of 2004 was $44.7 million compared to $47.8 million during the third quarter of 2004. This decrease was primarily attributable to a cyclical $3.5 million decline in insurance commissions and fees and a $0.9 million decline in loan and international banking fees. These decreases were partially offset by a $0.4 million increase in rental revenue on operating leases and $1.2 million increase in gains on sale of loans.

For the year ended December 31, 2004, non-interest income rose to $186.6 million from $171.5 million for the year ended December 31, 2003. This growth included an increase of $13.0 million in insurance commissions and fees and an increase of $6.0 million in rental revenue on operating leases. These increases were partially offset by lower gains on sale of loans of $2.0 million and a decline in loan and international banking fees of $2.3 million.

Non-interest income as a percentage of total revenues in the fourth quarter of 2004 was 39.6%, compared to 35.0% in the fourth quarter of 2003 and 40.5% in the third quarter of 2004. For the year ended December 31, 2004, non-interest income as a percentage of total revenues increased to 39.5% from 36.5% for the year ended December 31, 2003.

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Operating Expenses

Operating expenses for the fourth quarter of 2004 were $78.5 million or $4.4 million higher than operating expenses for the fourth quarter of 2003. Major components of the change from the 2003 period included increases of:

• $2.8 million in legal and professional fees entirely related to Sarbanes-Oxley compliance activities;

• $1.6 million in occupancy and equipment expenses entirely related to the deferred rent adjustment cited above; and

• $1.2 million in depreciation on equipment leased to others.

The above cost increases were partially offset by a $2.2 million decrease in compensation expense.

Operating expenses decreased during the fourth quarter of 2004 by approximately $0.2 million compared to the third quarter of 2004.

Operating expenses for the year ended December 31, 2004 were $22.1 million higher than operating expenses for the year ended December 31, 2003. Major components of the change from the 2003 period included increases of:

• $12.6 million in ABD expenses, reflecting business activity growth;

• $5.0 million in depreciation on equipment leased to others; and

• $4.3 million in legal and professional fees entirely related to Sarbanes-Oxley compliance activities that in total amounted to $6.2 million in 2004.

Balance Sheet

At December 31, 2004, Greater Bay Bancorp’s total assets were $6.9 billion, total securities were $1.6 billion, total loans were $4.5 billion and total deposits were $5.1 billion.

Between December 31, 2003 and December 31, 2004, total loans declined by $57.9 million. Portfolio contraction was caused by declines in real estate construction loans of $58.0 million and commercial term real estate loans of $38.6 million. These declines were partially offset by an increase in commercial loans of $31.6 million.

Total loans increased by $10.2 million from September 30, 2004 to December 31, 2004. This fourth quarter growth reflects increases in the real estate construction and land portfolio of $19.6 million, in commercial loans of $17.5 million, and in other real estate loans of $19.1 million. These increases were partially offset by a decline in term real estate loans of $49.8 million.

Total core deposits (excluding institutional time deposits) at December 31, 2004 increased by $253.9 million, compared to December 31, 2003 and decreased by $74.5 million compared to September 30, 2004. Institutional time deposits and other wholesale borrowings at December 31, 2004 declined by $946.1 million compared to December 31, 2003 and decreased by $143.6 million compared to September 30, 2004.

“We are encouraged to note the continued rise in commercial loans outstanding as well as the second consecutive quarterly increase in construction loan totals which we believe to be consistent with the

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February 1, 2005

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emergence of the Bay Area economy from its recent period of economic slowdown,” stated Mr. Scordelis. “While our core deposit portfolio nominally declined during the quarter, this was the result of an expected reduction in a few large deposit accounts. We remain pleased with our full year results in this important area.”

During the fourth quarter of 2004, the Company continued the planned reduction of its securities portfolio. Total securities at December 31, 2004 were $1.6 billion compared to $2.2 billion at December 31, 2003 and $1.8 billion at September 30, 2004. Of the decrease from September 30, 2004, approximately $100.0 million was attributable to the sale of securities (at a total gain of $1.6 million) with the remaining reduction resulting from normal portfolio run-off.

“Fourth quarter security portfolio reductions were consistent with our planned balance sheet de-leveraging effort that began in the second quarter of 2004,” stated James S. Westfall, Executive Vice President and Chief Financial Officer. “The portfolio’s shorter duration and reduced available-for-sale component has improved the Company’s position relative to potential upward interest rate movements.”

Credit Quality Overview

Net charge-offs in the fourth quarter of 2004 were $4.6 million, or 0.41% of average annualized loans, compared to $9.3 million or 0.81% for the fourth quarter of 2003 and $3.6 million or 0.32% for the third quarter of 2004. Net charge-offs for the year ended December 31, 2004 totaled $17.7 million or 0.40% of average annualized loans, compared to $31.6 million or 0.67% for 2003.

Nonperforming assets were $44.3 million at December 31, 2004, compared to $61.7 million at December 31, 2003 and $59.3 million at September 30, 2004. The ratio of nonperforming assets to total assets was 0.64% at December 31, 2004, compared to 0.81% at December 31, 2003 and 0.83% at September 30, 2004. The ratio of non-accrual loans to total loans was 0.98% at December 31, 2004, compared to 1.36% at December 31, 2003 and 1.31% at September 30, 2004.

The Company’s provision for credit losses was $0.2 million for the fourth quarter of 2004 compared to $7.0 million for the fourth quarter of 2003 and $1.3 million for the third quarter of 2004. The provision for the year ended December 31, 2004 was $5.5 million compared to $28.2 million for 2003.

The allowance for loan and lease losses was $107.5 million or 2.39% of total loans at December 31, 2004, compared to $124.5 million or 2.73% of total loans at December 31, 2003 and $113.5 million or 2.53% of total loans at September 30, 2004. At December 31, 2004, the Company reclassified $6.5 million of its allowance for loan and lease losses related to unfunded credit commitments from the allowance for loan and lease losses to other liabilities. Prior periods have been similarly reclassified along with the relevant financial ratios. The process used in the determination of the adequacy of the reserve for unfunded credit commitments is consistent with the process for the allowance for loan and lease losses.

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February 1, 2005

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Capital Overview

The capital ratios of Greater Bay Bancorp and its subsidiary bank continue to substantially exceed well-capitalized guidelines established by bank regulatory agencies.

The Company’s total equity to assets ratio was 10.99% at December 31, 2004 compared to 9.88% at December 31, 2003 and 10.40% at September 30, 2004. The Company’s total tangible equity to tangible assets ratio was 7.64% at December 31, 2004 compared to 7.12% at December 31, 2003 and 7.55% as of September 30, 2004. The increase during the fourth quarter primarily reflected a contraction of $200.7 million in tangible assets partially offset by an $8.9 million decrease in tangible equity.

Purchases under the Company’s $70.0 million common share repurchase program during 2004 totaled approximately 2.2 million shares at an average price of $27.26 per share. There were no common share repurchases during the fourth quarter. Remaining unused repurchase authority at December 31, 2004 was $10.8 million.

Net Interest Margin and Interest Rate Risk Management

Greater Bay Bancorp’s average net interest margin for the fourth quarter of 2004 was 4.36%, compared to 4.33% for the fourth quarter of 2003 and 4.27% for the third quarter of 2004.

The nine basis point increase in the net interest margin from the third quarter reflects a 25 basis point increase in interest-earning asset yields less a corresponding 16 basis point increase in related funding costs.

“Fourth quarter margin growth reflected the effect of rising short term interest rates on the Company’s net asset sensitive position, an increased concentration of loans in the earning asset mix, lower nonperforming asset levels and restrained upward deposit pricing,” stated Mr. Westfall.

Other Matters

The Company is continuing its discussions with the Internal Revenue Service related to the previously disclosed notice of proposed adjustment concerning merger expenses deducted in 2000 and 2001. Based upon analysis by the Company and its outside advisors, no tax expense was recorded related to these items in the fourth quarter of 2004.

In response to recent developments in the insurance industry related to contingency and override revenue received by commercial insurance brokers from carriers, the Company engaged outside counsel to conduct a compliance review of ABD’s contingency commission arrangements and marketing practices. The compliance review included extensive interviews with ABD personnel, analysis of contingency arrangements and review of producer compensation, client files and email activity. While not yet formally presented, the review process has been completed, and no evidence

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was found to indicate any improper activities of the type alleged against other firms in New York, nor were any systemic compliance-related issues identified in these general areas of concern.

Outlook For 2005

Our guidance for 2005 is as follows:

• Loan growth – based on the current forecast of moderate economic growth in our primary market area, and our clients’ current business outlook, we anticipate future loan portfolio growth in the low to mid-single digits.

• Deposit growth – we anticipate future core deposit growth in the mid-single digits. We intend to adjust our use of institutional time deposits and other non-relationship funding sources to meet funding needs not satisfied by core deposit and capital funding sources.

• Credit quality – based on our continued aggressive credit risk management and the current economic outlook, we anticipate future net charge-offs from 40 basis points to 50 basis points of average loans outstanding.

• Net interest margin – based on balance sheet trends and the rate sensitivity of the Company’s assets and liabilities, we expect the margin to fluctuate between 4.35% and 4.50%.

Conference Call

The Company will broadcast its earnings conference call live via the Internet at 8:00 a.m. (PST) on February 1, 2005. Participants may access this conference call through the Company’s website at http://www.gbbk.com, under the “Investor Info” link, or through http://www.FullDisclosure.com. You should go to either of these websites 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 websites. A telephone replay will also be available beginning at 11 a.m. PST on February 1 through midnight on February 7, 2005 by dialing (800)-642-1687 or (706)-645-9291 and providing Conference ID 3553193.

About Greater Bay Bancorp

Greater Bay Bancorp, a diversified financial services holding company, provides community banking services in the Greater San Francisco Bay Area through Greater Bay Bank, N.A.’s community banking organization, including 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. Nationally, Greater Bay Bancorp provides specialized leasing and loan services through its specialty

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finance group, which includes Matsco, CAPCO and Greater Bay Capital. ABD Insurance and Financial Services, the Company’s insurance brokerage subsidiary, provides commercial insurance brokerage, employee benefits consulting and risk management solutions to business clients throughout the United States.

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, asset quality, level of loan loss reserves, growth in loans and deposits 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 and the quality of the Company’s earning assets; (2) any difficulties that may be encountered in consolidating the bank subsidiaries and in realizing operating efficiencies; (3) government regulation, including developments related to the ongoing insurance industry-wide investigations into contingent commissions and override payments, and the ultimate resolution of the notice of proposed adjustment from the IRS; 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, 2003. Greater Bay does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

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

-Financial Tables Follow-

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February 1, 2005

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GREATER BAY BANCORP

DECEMBER 31, 2004 - FINANCIAL SUMMARY (UNAUDITED)

($ in 000’s)

SELECTED CONSOLIDATED FINANCIAL CONDITION DATA:

	Dec 31 2004			Sept 30 2004			Jun 30 2004			Mar 31 2004			Dec 31 2003
Cash and Due From Banks	$	171,657		$	184,639		$	242,517		$	251,895		$	238,534
Fed Funds Sold		—			8,000			22,000			216,000			35,000
Securities		1,615,273			1,835,647			2,256,839			2,177,330			2,229,509
Loans:
Commercial		1,969,351			1,951,813			1,941,573			1,929,257			1,937,766
Term Real Estate - Commercial		1,597,756			1,647,568			1,658,921			1,632,921			1,636,356
Total Commercial		3,567,107			3,599,381			3,600,494			3,562,178			3,574,122
Real Estate Construction and Land		479,113			459,533			415,155			479,692			537,079
Real Estate Other		291,737			272,684			268,947			261,127			273,504
Consumer and Other		155,829			152,553			171,003			146,022			167,593
Deferred Fees and Discounts, Net		(13,902	)		(14,457	)		(12,575	)		(12,812	)		(14,491	)
Total Loans, Net of Deferred Fees and Discounts		4,479,884			4,469,694			4,443,024			4,436,207			4,537,807
Allowance for Loan and Lease Losses (1)		(107,517	)		(113,460	)		(116,045	)		(118,411	)		(124,489	)
Total Loans, Net (1)		4,372,367			4,356,234			4,326,979			4,317,796			4,413,318
Goodwill		212,432			178,317			178,317			178,317			177,991
Other Intangible Assets		39,228			41,310			43,544			45,778			47,238
Other Assets		531,864			507,346			544,539			455,289			458,372
Total Assets (1)	$	6,942,821		$	7,111,493		$	7,614,735		$	7,642,405		$	7,599,962
Deposits:
Demand, Non-Interest Bearing	$	1,063,036		$	1,053,348		$	1,045,651		$	1,030,169		$	1,077,648
NOW, MMDA and Savings		3,263,716			3,272,922			3,361,211			3,133,005			2,858,647
Time Deposits, $100,000 and over		647,531			716,911			725,753			696,885			735,657
Other Time Deposits		139,320			152,376			174,297			321,384			640,715
Total Deposits		5,113,603			5,195,557			5,306,912			5,181,443			5,312,667
Other Borrowings		578,664			714,883			1,112,334			1,270,255			1,071,880
Subordinated Debt		210,311			210,311			210,311			210,311			210,311
Other Liabilities (1)		264,556			238,221			257,976			232,075			242,425
Total Liabilities (1)		6,167,134			6,358,972			6,887,533			6,894,084			6,837,283
Preferred Stock of Real Estate Investment Trust Subsidiaries		12,621			12,582			12,162			12,162			12,162
Convertible Preferred Stock		103,816			91,917			91,924			92,050			91,752
Common Shareholders’ Equity		659,250			648,022			623,116			644,109			658,765
Total Equity		763,066			739,939			715,040			736,159			750,517
Total Liabilities and Total Equity (1)	$	6,942,821		$	7,111,493		$	7,614,735		$	7,642,405		$	7,599,962
Average Quarterly Total Loans, excluding Nonaccrual	$	4,415,129		$	4,412,082		$	4,414,731		$	4,450,875		$	4,494,411
Average Quarterly Securities	$	1,792,892		$	2,135,059		$	2,325,402		$	2,272,026		$	2,397,036
Average Quarterly Interest Earning Assets	$	6,208,021		$	6,547,141		$	6,740,133		$	6,722,901		$	6,891,447
Average Quarterly Deposits	$	5,295,406		$	5,311,140		$	5,280,262		$	5,210,518		$	5,382,868
Average Quarterly Interest Bearing Liabilities	$	5,004,480		$	5,383,185		$	5,613,803		$	5,533,915		$	5,720,832
Average Quarterly Assets (1)	$	7,085,307		$	7,442,983		$	7,637,696		$	7,554,333		$	7,697,315
Average Quarterly Common Shareholders’ Equity	$	660,867		$	642,523		$	638,371		$	674,670		$	651,027
Average Quarterly Total Equity	$	752,913		$	734,443		$	730,420		$	766,721		$	735,280
Average YTD Interest Earning Assets	$	6,553,500		$	6,669,512		$	6,731,632		$	6,722,901		$	7,084,821
Average YTD Assets (1)	$	7,431,444		$	7,544,040		$	7,595,354		$	7,554,333		$	7,915,037
Average YTD Common Shareholders’ Equity	$	654,095		$	651,820		$	656,520		$	674,670		$	633,503
Average YTD Total Equity	$	746,111		$	743,826		$	748,570		$	766,721		$	714,113
Total Regulatory Capital
Tier I Capital	$	727,319		$	733,579		$	727,214		$	704,790		$	745,586
Total Risk-based Capital	$	797,923		$	804,839		$	799,306		$	775,571		$	818,743
Nonperforming Assets
Nonaccrual Loans	$	43,711		$	58,741		$	42,230		$	48,042		$	61,700
OREO		—			—			—			1,200			—
Other Nonperforming Assets		569			534			—			—			—
Total Nonperforming Assets	$	44,280		$	59,275		$	42,230		$	49,242		$	61,700
Greater Bay Trust Company Assets	$	634,343		$	653,910		$	647,022		$	640,063		$	629,333

(1) As of December 31, 2004, we reclassified the reserve for unfunded credit commitments from the allowance for loan losses to other liabilities. Amounts presented prior to the fourth quarter of 2004 have been reclassified to conform with the current presentation.

Greater Bay Bancorp Reports Fourth Quarter and Year End 2004 Results

February 1, 2005

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GREATER BAY BANCORP

DECEMBER 31, 2004 - FINANCIAL SUMMARY (UNAUDITED)

($ in 000’s)

SELECTED QUARTERLY CONSOLIDATED OPERATING DATA:

	Fourth Quarter 2004			Third Quarter 2004			Second Quarter 2004			First Quarter 2004			Fourth Quarter 2003
Interest Income	$	92,576		$	93,574		$	93,604		$	96,745		$	98,197
Interest Expense		24,473			23,307			21,722			21,374			22,975
Net Interest Income Before Provision for Credit Losses		68,103			70,267			71,882			75,371			75,222
Provision for Credit Losses		213			1,308			2,000			2,000			7,000
Net Interest Income After Provision for Credit Losses		67,890			68,959			69,882			73,371			68,222
Non-interest Income:
Insurance Commissions and Fees		29,727			33,276			32,916			34,581			27,747
Rental Revenue on Operating Leases		3,500			3,067			2,665			2,317			1,934
Service Charges and Other Fees		2,611			2,599			2,624			2,623			2,754
Gains on Sale of Securities, net		1,636			2,820			1,572			2,342			1,175
Gains on Sale of Loans		1,315			129			699			338			1,129
Loan and International Banking Fees		1,094			1,953			1,962			2,036			2,172
Trust Fees		1,041			972			974			851			925
ATM Network Revenue		302			314			333			360			430
Other Income		3,494			2,637			2,880			2,025			2,267
Total Non-interest Income		44,720			47,767			46,625			47,473			40,533
Operating Expenses:
Salaries & Benefits		46,826			48,282			49,423			52,603			48,390
Deferred Loan Origination Costs		(4,384	)		(3,772	)		(3,797	)		(3,019	)		(3,709	)
Total Compensation		42,442			44,510			45,626			49,584			44,681
Occupancy and Equipment		11,984			11,570			10,251			10,205			10,390
Legal and Other Professional Fees		6,441			6,525			4,646			3,298			3,641
Depreciation – Equipment Leased to Others		2,941			2,549			2,252			1,905			1,712
Amortization of Intangibles		2,072			2,071			2,072			2,071			1,889
Marketing and Promotion		1,963			1,741			1,729			1,669			1,755
Telephone, Postage and Supplies		1,943			1,670			1,853			1,749			1,854
Insurance		1,346			1,267			1,257			1,271			837
Data Processing		1,222			1,303			1,272			1,227			1,267
Correspondent Bank Charges		580			623			692			862			1,036
FDIC Insurance and Regulatory Assessments		449			458			496			500			505
Client Services Expenses		242			318			272			327			337
Expenses on Other Real Estate Owned		—			—			214			134			—
Contribution to Greater Bay Bancorp Foundation		—			—			—			900			—
Other Expenses		4,400			3,654			3,987			3,886			3,711
		78,025			78,259			76,619			79,588			73,615
Dividends Paid on Preferred Stock of Real Estate Investment Trust Subsidiaries		456			456			456			456			464
Total Operating Expenses		78,481			78,715			77,075			80,044			74,079
Income Before Provision for Income Taxes		34,129			38,011			39,432			40,800			34,676
Provision for Income Taxes		13,050			15,556			14,899			15,948			13,256
Net Income	$	21,079		$	22,455		$	24,533		$	24,852		$	21,420

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February 1, 2005

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GREATER BAY BANCORP

DECEMBER 31, 2004 - FINANCIAL SUMMARY (UNAUDITED)

($ in 000’s)

SELECTED CONSOLIDATED OPERATING DATA FOR THE TWELVE MONTH PERIODS:
	Dec 31 2004			Dec 31 2003
Interest Income	$	376,499		$	407,719
Interest Expense		90,876			109,838
Net Interest Income Before Provision for Credit Losses		285,623			297,881
Provision for Credit Losses		5,521			28,195
Net Interest Income After Provision for Credit Losses		280,102			269,686
Non-interest Income:
Insurance Commissions and Fees		130,500			117,508
Rental Revenue on Operating Leases		11,549			5,582
Service Charges and Other Fees		10,457			11,372
Gains on Sale of Securities, net		8,370			8,759
Loan and International Banking Fees		7,045			9,392
Trust Fees		3,838			3,314
Gains on Sale of Loans		2,481			4,458
ATM Network Revenue		1,309			1,773
Other Income		11,036			9,384
Total Non-interest Income		186,585			171,542
Operating Expenses:
Salaries & Benefits		197,134			189,626
Deferred Loan Origination Costs		(14,972	)		(14,203	)
Total Compensation		182,162			175,423
Occupancy and Equipment		44,010			40,898
Legal and Other Professional Fees		20,910			16,594
Depreciation - Equipment Leased to Others		9,647			4,615
Amortization of Intangibles		8,286			7,180
Telephone, Postage and Supplies		7,215			7,245
Marketing and Promotion		7,102			6,120
Insurance		5,141			4,487
Data Processing		5,024			5,356
Correspondent Bank Charges		2,757			4,519
FDIC Insurance and Regulatory Assessments		1,903			2,073
Client Services Expenses		1,159			1,293
Contribution to Greater Bay Bancorp Foundation		900			—
Expenses on Other Real Estate Owned		348			1,065
Other Expenses		15,927			13,516
		312,491			290,384
Dividends Paid on Preferred Stock of Real Estate Investment Trust Subsidiaries		1,824			1,824
Total Operating Expenses		314,315			292,208
Income Before Provision for Income Taxes		152,372			149,020
Provision for Income Taxes		59,453			57,017
Net Income	$	92,919		$	92,003

Greater Bay Bancorp Reports Fourth Quarter and Year End 2004 Results

February 1, 2005

Page 11 of 13

GREATER BAY BANCORP

DECEMBER 31, 2004 - FINANCIAL SUMMARY (UNAUDITED)

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

SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS:
	Dec 31 2004			Sept 30 2004			Jun 30 2004			Mar 31 2004			Dec 31 2003
FINANCIAL RATIOS:
Loan to Deposit Ratio		87.61	%		86.03	%		83.72	%		85.62	%		85.41	%
Ratio of Allowance for Loan and Lease Losses to: (1)
Average Loans		2.41	%		2.54	%		2.60	%		2.63	%		2.73	%
End of Period Loans		2.39	%		2.53	%		2.60	%		2.66	%		2.73	%
Total Nonaccrual Loans		245.97	%		193.15	%		274.79	%		246.47	%		201.76	%
Ratio of Provision for Loan and Lease Losses to Average Loans, annualized		0.02	%		0.12	%		0.18	%		0.18	%		0.61	%
Total Nonaccrual Loans to Total Loans		0.98	%		1.31	%		0.95	%		1.08	%		1.36	%
Total Nonperforming Assets to Total Assets		0.64	%		0.83	%		0.55	%		0.64	%		0.81	%
Ratio of Quarterly Net Charge-offs to Average Loans, annualized		0.41	%		0.32	%		0.36	%		0.50	%		0.81	%
Ratio of YTD Net Charge-offs to YTD Average Loans		0.40	%		0.39	%		0.43	%		0.50	%		0.67	%
Loan Growth, current quarter to prior year quarter		-1.28	%		-2.86	%		-5.62	%		-6.00	%		-5.29	%
Loan Growth, current quarter to prior quarter, annualized		0.91	%		2.39	%		0.62	%		-9.01	%		-5.49	%
Loan Growth, YTD		-1.28	%		-2.01	%		-4.20	%		-9.01	%		-5.29	%
Core Deposit Growth, current quarter to prior year quarter (2)		5.56	%		7.10	%		10.32	%		6.20	%		3.09	%
Core Deposit Growth, current quarter to prior quarter, annualized (2)		-6.06	%		-9.79	%		22.70	%		16.20	%		-0.35	%
Core Deposit Growth, YTD (2)		5.56	%		9.61	%		19.91	%		16.20	%		3.09	%
Deposit Growth, current quarter to prior year quarter		-3.75	%		-4.47	%		-4.35	%		-6.16	%		0.77	%
Deposit Growth, current quarter to prior quarter, annualized		-6.28	%		-8.35	%		9.74	%		-9.93	%		-9.21	%
Deposit Growth, YTD		-3.75	%		-2.94	%		-0.22	%		-9.93	%		0.77	%
Revenue Growth, current quarter to prior year quarter		-2.53	%		1.22	%		2.05	%		1.58	%		-3.12	%
Revenue Growth, current quarter to prior quarter, annualized		-17.56	%		-1.59	%		-14.20	%		24.63	%		-2.92	%
Net Interest Income Growth, current quarter to prior year quarter		-9.46	%		-3.33	%		-2.60	%		-1.05	%		-7.16	%
Net Interest Income Growth, current quarter to prior quarter, annualized		-12.25	%		-8.94	%		-18.62	%		0.80	%		13.83	%
Average Earning Assets to Average Total Assets		87.62	%		87.96	%		88.25	%		88.99	%		89.53	%
Average Earning Assets to Average Interest-Bearing Liabilities		124.05	%		121.62	%		120.06	%		121.49	%		120.46	%
Capital Ratios:
Tier 1 Leverage ratio		10.67	%		10.18	%		9.83	%		9.64	%		9.98	%
Tier 1 Risk-Based Capital ratio		12.98	%		12.98	%		12.72	%		12.58	%		12.87	%
Total Risk-Based Capital ratio		14.24	%		14.24	%		13.98	%		13.84	%		14.13	%
Total Equity to Assets ratio		10.99	%		10.40	%		9.39	%		9.63	%		9.88	%
Risk Weighted Assets	$	5,602,439		$	5,651,203		$	5,715,605		$	5,604,682		$	5,793,334
Common Book Value Per Common Share	$	12.89		$	12.73		$	12.18		$	12.57		$	12.54
Total Common Shares Outstanding		51,150,167			50,907,052			51,177,202			51,238,680			52,529,850
NON-GAAP RATIOS (3):
Tangible Total Equity (4) to Tangible Assets (5)		7.64	%		7.55	%		6.67	%		6.90	%		7.12	%
Tangible Common Book Value Per Common Share (6)	$	7.97		$	8.42		$	7.84		$	8.20		$	8.25
(1)    As of December 31, 2004, we reclassified the reserve for unfunded credit commitments from the allowance for loan losses to other liabilities. Amounts presented prior to the fourth quarter of 2004 have been reclassified to conform with the current presentation.
(2)    Core Deposits includes total deposits, less institutional time deposits.
(3)    Management believes that these ratios are meaningful measures because they reflect the equity deployed in the Company’s businesses. The following table sets forth the reconciliation of Common Shareholders’ Equity to Tangible Total Equity and Total Assets to Tangible Assets:
Common Shareholders’ Equity	$	659,250		$	648,022		$	623,116		$	644,109		$	658,765
Convertible Preferred Stock		103,816			91,917			91,924			92,050			91,752
Total Equity		763,066			739,939			715,040			736,159			750,517
Less: Goodwill and Other Intangible Assets		(251,660	)		(219,627	)		(221,861	)		(224,095	)		(225,229	)
Tangible Total Equity (4)	$	511,406		$	520,312		$	493,179		$	512,064		$	525,288
Total Assets	$	6,942,821		$	7,111,493		$	7,614,735		$	7,642,405		$	7,599,962
Less: Goodwill and Other Intangible Assets		(251,660	)		(219,627	)		(221,861	)		(224,095	)		(225,229	)
Tangible Assets (5)	$	6,691,161		$	6,891,866		$	7,392,874		$	7,418,310		$	7,374,733

(4) Tangible Total Equity includes Common Shareholders’ Equity and Convertible Preferred Stock, less Goodwill and Other Intangible Assets.

(5) Tangible Assets includes Total Assets, less Goodwill and Other Intangible Assets.

(6) Computed by dividing Common Shareholders’ Equity, less Goodwill and Other Intangible Assets by Total Common Shares outstanding.

.Greater Bay Bancorp Reports Fourth Quarter and Year End 2004 Results

February 1, 2005

Page 12 of 13

GREATER BAY BANCORP

DECEMBER 31, 2004 - FINANCIAL SUMMARY (UNAUDITED)

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

SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS:

	Fourth Quarter 2004			Third Quarter 2004			Second Quarter 2004			First Quarter 2004			Fourth Quarter 2003
GAAP EPS
Earnings Per Common Share
Basic (1)	$	0.38		$	0.41		$	0.45		$	0.44		$	0.38
Fully Diluted (1)	$	0.33		$	0.36		$	0.39		$	0.42		$	0.37
Weighted Average Common Shares Outstanding (1)		51,060,000			51,046,000			51,108,000			52,654,000			52,363,000
Weighted Average Common & Common Equivalent Shares Outstanding (1)		58,924,000			58,776,000			58,929,000			54,835,000			53,976,000
GAAP Ratios
Return on Quarterly Average Assets, annualized		1.18	%		1.20	%		1.29	%		1.32	%		1.10	%
Return on Quarterly Average Common Shareholders’ Equity, annualized		12.69	%		13.90	%		15.46	%		14.82	%		13.05	%
Return on Quarterly Average Total Equity, annualized		11.14	%		12.16	%		13.51	%		13.04	%		11.56	%
Net Interest Margin - Average Earning Assets (2)		4.36	%		4.27	%		4.29	%		4.51	%		4.33	%
Operating Expense Ratio (3)		4.41	%		4.21	%		4.06	%		4.26	%		3.82	%
Efficiency Ratio (4)		69.56	%		66.69	%		65.04	%		65.16	%		64.00	%
Total Operating Expenses	$	78,481		$	78,715		$	77,075		$	80,044		$	74,079
Total Revenue	$	112,823		$	118,034		$	118,507		$	122,844		$	115,755
NON-GAAP Ratios
Efficiency Ratio (Excluding the operating results of ABD) (5)		60.80	%		60.26	%		57.24	%		59.00	%		54.11	%
ABD Operating Expenses	$	28,300		$	27,857		$	28,268		$	28,139		$	26,761
ABD Revenue	$	30,286		$	33,643		$	33,245		$	34,870		$	28,301

(1) The following table provides detailed components included in the calculation of the Company’s basic and fully diluted earnings per common share and is presented to provide investors with information to enable them to better understand the reported EPS calculations. The table also shows the effect of the adoption of Emerging Issues Task Force (EITF) Issue 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share”, on the current and prior periods. The Company’s outstanding convertible preferred stock was antidilutive for all periods presented.

		Q4 2004			Q3 2004			Q2 2004			Q1 2004			Q4 2003
	GAAP EPS as reported
	Net Income as reported	$	21,079		$	22,455		$	24,533		$	24,852		$	21,420
	Less: Dividends on convertible preferred stock		(1,653	)		(1,653	)		(1,653	)		(1,653	)		(1,479	)
(A)	Net Income available to common shareholders	$	19,426		$	20,802		$	22,880		$	23,199		$	19,941
	Add: CODES interest, net of taxes		190			202			176			17			2
(B)	Net Income available to common shareholders including CODES	$	19,616		$	21,004		$	23,056		$	23,216		$	19,943
(C)	Weighted Average Common Shares Outstanding		51,060,000			51,046,000			51,108,000			52,654,000			52,363,000
	Common Stock Equivalents-Stock Options		1,548,000			1,414,000			1,505,000			1,612,000			1,598,000
	CODES due 2024 on if-converted basis		6,301,000			6,301,000			6,301,000			554,000			—
	CODES due 2022 on if-converted basis		15,000			15,000			15,000			15,000			15,000
(D)	Total Weighted Average Common & Common Equivalent Shares Outstanding		58,924,000			58,776,000			58,929,000			54,835,000			53,976,000
(A)/(C)	Earnings Per Common Share - Basic	$	0.38		$	0.41		$	0.45		$	0.44		$	0.38
(B)/(D)	Earnings Per Common Share - Fully Diluted	$	0.33		$	0.36		$	0.39		$	0.42		$	0.37
	Fully Diluted EPS Excluding Impact of New Accounting Pronouncement (EITF 04-8)
	Net Income as reported	$	21,079		$	22,455		$	24,533		$	24,852		$	21,420
	Less: Dividends on convertible preferred stock		(1,653	)		(1,653	)		(1,653	)		(1,653	)		(1,479	)
(E)	Net Income available to common shareholders	$	19,426		$	20,802		$	22,880		$	23,199		$	19,941
	Weighted Average Common Shares Outstanding		51,060,000			51,046,000			51,108,000			52,654,000			52,363,000
	Common Stock Equivalents-Stock Options		1,548,000			1,414,000			1,505,000			1,612,000			1,598,000
(F)	Weighted Average Common & Common Equivalent Shares Outstanding		52,608,000			52,460,000			52,613,000			54,266,000			53,961,000
(E)/(F)	Earnings Per Common Share - Fully Diluted excluding the impact of EITF 04-8	$	0.37		$	0.40		$	0.43		$	0.43		$	0.37
	Reconciliation:
	Earnings Per Common Share - Fully Diluted as reported	$	0.33		$	0.36		$	0.39		$	0.42		$	0.37
	Earnings Per Common Share - Fully Diluted excluding the impact of EITF 04-8	$	0.37		$	0.40		$	0.43		$	0.43		$	0.37
	Difference	$	(0.04	)	$	(0.04	)	$	(0.04	)	$	(0.01	)	$	0.00

(2) Net interest income for the period, annualized and divided by average quarterly interest earning assets.

(3) Total operating expenses for the period, annualized and divided by average quarterly assets.

(4) Total operating expenses divided by total revenue (the sum of net interest income and non-interest income).

(5) Total operating expenses less ABD operating expenses divided by total revenue less ABD revenue.

Greater Bay Bancorp Reports Fourth Quarter and Year End 2004 Results

February 1, 2005

Page 13 of 13

GREATER BAY BANCORP

DECEMBER 31, 2004 - FINANCIAL SUMMARY (UNAUDITED)

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

SELECTED CONSOLIDATED OPERATING RATIOS FOR THE TWELVE MONTH PERIODS:
	YTD Dec 31 2004			YTD Dec 31 2003
GAAP EPS
Earnings Per Common Share
Basic (1)	$	1.68		$	1.65
Fully Diluted (1)	$	1.50		$	1.62
Weighted Average Common Shares Outstanding (1)		51,468,000			52,040,000
Weighted Average Common & Common Equivalent Shares Outstanding (1)		57,881,000			53,008,000
GAAP Ratios
Return on Average Yearly Assets, annualized		1.25	%		1.16	%
Return on Average Yearly Common Shareholders’ Equity, annualized		14.21	%		14.52	%
Return on Average Yearly Total Equity, annualized		12.45	%		12.88	%
Net Interest Margin - Average Earning Assets (2)		4.36	%		4.20	%
Operating Expense Ratio (3)		4.23	%		3.69	%
Efficiency Ratio (4)		66.56	%		62.25	%
Total Operating Expenses	$	314,315		$	292,208
Total Revenue	$	472,208		$	469,423
NON-GAAP Ratios
Efficiency Ratio (Excluding the operating results of ABD) (5)		59.31	%		55.08	%
ABD Operating Expenses	$	112,564		$	99,049
ABD Revenue	$	132,044		$	118,745

(1) The following table provides detailed components included in the calculation of the Company's basic and fully diluted earnings per common share and is presented to provide investors with information to enable them to better understand the reported EPS calculations. The table also shows the effect of the adoption of Emerging Issues Task Force (EITF) Issue 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share”, on the current and prior periods. The Company's outstanding convertible preferred stock was antidilutive for all periods presented.

		2004			2003
	GAAP EPS as reported
	Net Income as reported	$	92,919		$	92,003
	Less: Dividends on convertible preferred stock		(6,613	)		(5,913	)
(A)	Net Income available to common shareholders	$	86,306		$	86,090
	Add: CODES interest, net of taxes		584			9
(B)	Net Income available to common shareholders including CODES	$	86,890		$	86,099
(C)	Weighted Average Common Shares Outstanding		51,468,000			52,040,000
	Common Stock Equivalents-Stock Options		1,526,000			953,000
	CODES due 2024 on if-converted basis		4,872,000			—
	CODES due 2022 on if-converted basis		15,000			15,000
(D)	Total Weighted Average Common & Common Equivalent Shares Outstanding		57,881,000			53,008,000
(A)/(C)	Earnings Per Common Share - Basic	$	1.68		$	1.65
(B)/(D)	Earnings Per Common Share - Fully Diluted	$	1.50		$	1.62
	Fully Diluted EPS Excluding Impact of New Accounting Pronouncement (EITF 04-8)
	Net Income as reported	$	92,919		$	92,003
	Less: Dividends on convertible preferred stock		(6,613	)		(5,913	)
(E)	Net Income available to common shareholders	$	86,306		$	86,090
	Weighted Average Common Shares Outstanding		51,468,000			52,040,000
	Common Stock Equivalents-Stock Options		1,526,000			953,000
(F)	Weighted Average Common & Common Equivalent Shares Outstanding		52,994,000			52,993,000
(E)/(F)	Earnings Per Common Share - Fully Diluted excluding the impact of EITF 04-8	$	1.63		$	1.62
	Reconciliation:
	Earnings Per Common Share - Fully Diluted as reported	$	1.50		$	1.62
	Earnings Per Common Share - Fully Diluted excluding the impact of EITF 04-8	$	1.63		$	1.62
	Difference	$	(0.13	)	$	(0.00	)

(2) Net interest income for the period, annualized and divided by YTD average interest earning assets.

(3) Total operating expenses for the period, annualized and divided by YTD average assets.

(4) Total operating expenses divided by total revenue (the sum of net interest income and non-interest income).

(5) Total operating expenses less ABD operating expenses divided by total revenue less ABD revenue.