8-K

UNITED STATES

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) October 26, 2005

GREATER BAY BANCORP

(Exact name of registrant as specified in its charter)

California	0-25034	77-0387041
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 University Avenue, 6th Floor East Palo Alto, CA	94303
(Address of principal executive offices)	(Zip Code)

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

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operation and Financial Condition.

On October 26, 2005, Greater Bay Bancorp (the “Registrant”) issued a press release regarding its results of operations and financial condition for the period ended September 30, 2005. The text of the press release is included as Exhibit 99.1 to this report. The information included in the press release is considered to be “filed” under the Securities Exchange Act of 1934.

Item 7.01 Regulation FD Disclosure.

The Registrant has updated its investor slide presentation with information as of September 30, 2005. The slide presentation is furnished (not filed) as Exhibit 99.2 to this Current Report on Form 8-K pursuant to Regulation FD.

Item 9.01 Financial Statements and Exhibits.

List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.

(a) Financial statements of businesses acquired. None

(b) Pro forma financial information. None

(c) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated October 26, 2005, deemed “filed” under the Securities Exchange Act of 1934
99.2	Slide presentation of Greater Bay Bancorp as of September 30, 2005 (furnished pursuant to Regulation FD)

SIGNATURES

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

	Greater Bay Bancorp (Registrant)
Date: October 26, 2005
	By:	/s/    LINDA M. IANNONE
		Linda M. Iannone
		Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated October 26, 2005, deemed “filed” under the Securities Exchange Act of 1934
99.2	Slide presentation of Greater Bay Bancorp as of September 30, 2005 (furnished pursuant to Regulation FD)

EX-99.1

Exhibit 99.1

For Information Contact
At Greater Bay Bancorp:	At Silverman Heller Associates:
Byron A. Scordelis, President and CEO	Philip Bourdillon/Gene Heller
(650) 838-6101	(310) 208-2550
James S. Westfall, EVP and CFO
(650) 838-6108

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP REPORTS

NET INCOME OF $25.6 MILLION OR $0.44 PER SHARE

FOR THE THIRD QUARTER OF 2005

EAST PALO ALTO, Calif., October 26, 2005 – Greater Bay Bancorp (Nasdaq:GBBK), a $7.1 billion in assets financial services holding company, today announced results for the third quarter and nine months ended September 30, 2005.

For the third quarter of 2005, Greater Bay Bancorp’s net income was $25.6 million, or $0.44 per diluted common share, compared to $22.5 million, or $0.36 per diluted common share, for the third quarter of 2004, and $22.7 million, or $0.38 per diluted common share, for the second quarter of 2005. Return on average common equity, annualized, for the third quarter of 2005 was 15.13% compared to 13.90% for the third quarter of 2004, and 13.68% for the second quarter of 2005. Return on average assets, annualized, for the third quarter of 2005 was 1.42% compared to 1.20% for the third quarter of 2004, and 1.29% for the second quarter of 2005.

For the first nine months of 2005, net income was $69.8 million, or $1.16 per diluted common share, compared to $71.8 million, or $1.17 per diluted common share for the first nine months of 2004. Return on average common equity, annualized, for the first nine months of 2005 was 13.96% compared to 14.72% for the same period in 2004. Return on average assets, annualized, was 1.32% for the first nine months of 2005 compared to 1.27% for the same period in 2004.

During the quarter, the Company resolved with the IRS the Notice of Proposed Adjustment (NOPA) received in the fourth quarter of 2004. The IRS issued a revised NOPA, which reduced the disallowed deductions from $34.9 million to $1.5 million. Based on management’s assessment supported by the opinion of its external advisors, the Company did not record any additional tax expense associated with this matter in the third quarter of 2005.

Also during the quarter, the Company successfully completed the full operational and management information system consolidation of its former 11 banking entities into a single business unit. This outcome represents the culmination of an extensive internal 18-month integration process, which the

Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

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Company commenced in February 2004 immediately following the legal and regulatory consolidation of its 11 banking charters into a single national banking charter.

“We are pleased with the progress achieved during the quarter,” commented Byron A. Scordelis, President and Chief Executive Officer of Greater Bay Bancorp. “Our credit metrics further solidified, core deposits increased, and our net interest margin remained resilient. While loan outstandings modestly declined, our strategic objective to shift our mix to a more balanced portfolio composition continued its favorable trend. We are also encouraged by the continued growth in our specialty finance businesses as well as by the sustained organic growth in our ABD commercial insurance brokerage business,” he stated.

Net Interest Income

Net interest income for the third quarter of 2005 decreased to $68.0 million from $70.3 million in the third quarter of 2004. This was primarily attributable to a decline in average interest earning securities of $565.1 million, offset by an increase of 9 basis points in the average net interest margin.

Net interest income for the third quarter of 2005 increased to $68.0 million from $65.4 million in the second quarter of 2005. This was primarily attributable to an increase of $94.5 million in average loans outstanding (net of non-accrual loans) and a 7 basis point increase in the net interest margin.

Non-Interest Income

Non-interest income for the third quarter of 2005 increased to $54.5 million from $48.0 million in the third quarter of 2004. This was primarily attributable to:

• Increases in insurance brokerage commissions and fees of $6.7 million, including $5.5 million related to Lucini / Parish which was acquired effective May 1, 2005,

• Increases in small ticket operating lease revenue of $1.8 million, and

• Increases in other income of $1.3 million.

These increases were partially offset by a $2.8 million reduction in gains on sale of securities compared to the third quarter of 2004.

Non-interest income for the third quarter of 2005 increased to $54.5 million from $54.2 million in the second quarter of 2005. This was primarily attributable to:

• Increases in insurance commissions and fees of $0.8 million, and

• Increases in small ticket operating lease revenue of $0.4 million.

These increases were partially offset by a decrease of $0.4 million in service charges and other fees and $0.5 million in loan and international banking fees compared to the second quarter of 2005.

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Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

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Non-interest income in the first nine months of 2005 increased to $158.9 million from $142.3 million in the same period one year ago. This was primarily attributable to:

• Increases in insurance commissions and fees of $16.5 million including $9.2 million related to Lucini / Parish,

• Increases in small ticket operating lease revenue of $5.3 million,

• Increases in gains on repurchases of CODES of $1.5 million, and

• Increases in gains related to the change in market value of purchased residential mortgage loans between price commitment and settlement dates of $1.3 million.

These increases were partially offset by a decrease of $7.3 million in gains on sale of securities and loans as well as a charge of $1.0 million for an other-than-temporary impairment of Fannie Mae and Freddie Mac securities during the first nine months of 2005 compared to the same period one year ago.

Non-interest income as a percentage of total revenues for the third quarter of 2005 was 44.5%, compared to 40.6% for the third quarter of 2004 and 45.3% for the second quarter of 2005. Non-interest income as a percentage of total revenues for the first nine months of 2005 was 44.3%, compared to 39.6% for the same period one year ago.

Operating Expenses

Operating expenses for the third quarter of 2005 increased to $84.6 million from $78.9 million in the third quarter of 2004. This was primarily attributable to:

• Increases in compensation expense of $6.1 million including $3.3 million related to Lucini / Parish, and $1.5 million related to special bonuses and severance payments, and

• Increases in depreciation expense on leased equipment of $1.6 million.

These increases were partially offset by a $1.9 million decrease in legal and professional expense primarily related to Sarbanes-Oxley compliance activities.

Operating expenses for the third quarter of 2005 increased to $84.6 million from $81.1 million in the second quarter of 2005. This was primarily attributable to:

• Increases in compensation expense of $2.6 million, and

• Increases in legal and professional expense of $1.5 million.

These increases were partially offset by a decrease of $0.9 million in other expenses.

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Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

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Operating expenses in the first nine months of 2005 increased to $249.7 million from $236.3 million in the same period one year ago. This was primarily attributable to:

• Increases in compensation expense of $9.2 million including $2.5 million of severance, $5.3 million related to Lucini / Parish, and $1.8 million related to pension expense, and

• Increases in depreciation expense on leased equipment of $4.5 million.

These increases were partially offset by a decrease of $1.9 million in legal and professional expense.

Credit Quality Overview

Net loan charge-offs in the third quarter of 2005 were $3.1 million, or 0.26% of average loans, annualized, compared to $3.6 million, or 0.32% of average loans, annualized, for the third quarter of 2004 and $3.5 million, or 0.30% of average loans, annualized, for the second quarter of 2005. Net loan charge-offs for the first nine months of 2005 were $10.1 million, or 0.30% of average loans, annualized, compared to $13.1 million or 0.39% for the same period in 2004.

Non-performing assets were $73.1 million at September 30, 2005, compared to $59.3 million at September 30, 2004 and $88.6 million at June 30, 2005. The non-performing assets at September 30, 2005, included one relationship in the aggregate principal amount of $36.6 million, which we reported last quarter. The ratio of non-performing assets to total assets was 1.04% at September 30, 2005, compared to 0.83% at September 30, 2004 and 1.22% at June 30, 2005. The ratio of non-performing loans to total loans was 1.54% at September 30, 2005, compared to 1.31% at September 30, 2004 and 1.87% at June 30, 2005.

The Company recorded a negative provision for credit losses of $3.4 million for the third quarter of 2005, compared to a $1.3 million provision for the third quarter of 2004, and a $2.3 million provision for the second quarter of 2005. The provision for the first nine months of 2005 was a negative provision of $2.8 million, compared to $5.3 million for the same period one year ago.

The allowance for loan and lease losses was $92.9 million, or 1.99% of total loans, at September 30, 2005, compared to $113.5 million, or 2.53% of total loans, at September 30, 2004 and $98.5 million, or 2.08% of total loans, at June 30, 2005.

“We are encouraged by the continued strengthening of our credit fundamentals,” stated Mr. Scordelis. “The $15.5 million decline in non-performing assets during the quarter included a principal pay down of $5.0 million on the large single non-performing relationship referenced in the prior quarter. Absent this relationship, non-performing assets would have been at $36.5 million on September 30, 2005, which would have been the lowest quarter-end non-performing assets level since the first quarter of 2002,” he noted.

“We remain disciplined in our approach to the underwriting, pricing, and administration of our portfolio, and believe that our results reflect our sustained commitment to credit quality as well as to the inherent value in our regional market knowledge and the relationship focus of our core business model,” added Mr. Scordelis.

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Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

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Balance Sheet

At September 30, 2005, total assets were $7.1 billion, total net loans were $4.7 billion, total securities were $1.5 billion, and total deposits were $5.0 billion.

Total net loans increased by $194.7 million from September 30, 2004 to September 30, 2005. This year-over-year growth reflects increases in the following portfolios:

• $258.3 million in purchased and originated residential mortgage loans,

• $150.4 million in real estate construction and land loans, and

• $46.5 million in commercial loans.

These increases were offset by decreases in commercial term real estate loans of $214.6 million, in consumer and other loans of $37.0 million and in real estate other loans of $10.7 million.

Total net loans decreased by $55.2 million from June 30, 2005 to September 30, 2005. This third quarter result included an increase in real estate construction and land loans of $66.9 million, which was offset by decreases in the following areas:

• $61.0 million in commercial term real estate loans,

• $22.2 million in consumer and other loans,

• $21.0 million in commercial loans,

• $15.9 million in real estate other loans, and

• $2.2 million in residential mortgage loans.

Excluding pay downs in the purchased residential mortgage loans, the Company’s loan portfolio declined by $47.7 million during the third quarter of 2005.

“While loan totals modestly declined during the quarter, we are encouraged by the migration of our mix to one of improved diversification and view this trend as being indicative that a solid foundation is being established for long-term growth,” commented Mr. Scordelis.

Total core deposits (excluding institutional and brokered deposits) at September 30, 2005 decreased by $315.5 million compared to September 30, 2004 and increased by $23.2 million compared to June 30, 2005. Non-core deposits and wholesale borrowings at September 30, 2005 increased by $233.5 million compared to September 30, 2004 and decreased by $191.4 million compared to June 30, 2005.

Total investment securities were $1.5 billion as of September 30, 2005 compared to $1.8 billion at September 30, 2004 and $1.6 billion at June 30, 2005. During the third quarter of 2005, the Company repurchased $1.0 million in face value of CODES due 2022 in a privately negotiated transaction. This transaction completes the retirement of this issue. For the nine-month period ended September 30, 2005, the Company repurchased $163.2 million in face value of CODES due 2024 in privately

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Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

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negotiated transactions. As of September 30, 2005, $102.1 million of face value of CODES due 2024 remained outstanding.

“Investment portfolio attrition reflected a combination of contractual maturities and mortgage-backed security principal repayments, net of $38.2 million in new purchases,” stated James S. Westfall, Executive Vice President and Chief Financial Officer. “Portfolio duration extended modestly reflecting the mortgage prepayment dampening effect of higher interest rates. The Company continues to manage the investment portfolio and its wholesale fundings to maintain a slightly positive net asset interest rate sensitivity position.”

Capital Overview

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

The Company’s total equity to assets ratio was 10.91% at September 30, 2005, compared to 10.47% at September 30, 2004 and 10.64% at June 30, 2005. The Company’s tangible total equity to tangible assets ratio was 7.11% at September 30, 2005, compared to 7.60% at September 30, 2004 and 6.92% at June 30, 2005. The increase during the third quarter of 2005 compared to the second quarter of 2005 was primarily attributable to a lower tangible asset balance.

Repurchases under the Company’s $80.0 million common share repurchase program during the third quarter of 2005 totaled 619,110 shares at an average price of $25.53 per share. For the nine-month period ended September 30, 2005, common share repurchases totaled 1,680,129 shares at an average price of $25.46 per share. Remaining unused repurchase program authority at September 30, 2005 was $47.9 million.

Net Interest Margin and Interest Rate Risk Management

The net interest margin for the third quarter of 2005 was 4.36%, compared to 4.27% for the third quarter of 2004 and 4.29% for the second quarter of 2005. The net interest margin for the first nine months of 2005 was 4.37% compared to 4.35% for the same period in 2004.

The net interest margin for the third quarter of 2005 compared to the second quarter of 2005 was benefited by the following factors:

• 2 basis points due to changes in funding composition,

• 4 basis points from loan prepayment fees and accelerated recognition of associated fee revenue, and

• 3 basis points due to interest revenue recognition associated with payoffs of loans previously designated as non accrual

These increases were partially offset by a 6 basis point margin contraction attributable to the full quarter effect of purchased residential mortgage loans acquired in the second quarter of 2005.

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Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

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“While structural balance sheet changes contributed to the third quarter margin expansion, the Company also benefited from its slightly net asset interest rate sensitivity position in conjunction with rising short-term interest rates,” stated Mr. Westfall.

Outlook for 2005

Our full year guidance for 2005 is as follows:

• Core Loan Growth – based on the current forecast of moderate economic growth in our primary market area, we anticipate core loan portfolio growth in the flat to low single digits.

• Core Deposit Growth – we anticipate core deposit growth in the flat to low single digits, and 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 net charge-offs from 30 basis points to 40 basis points of average loans outstanding.

• Net Interest Margin – based on the Company’s anticipated core loan and deposit growth and its slightly net asset interest rate sensitivity position, we expect the margin to fluctuate in the 4.30% to 4.40% range.

Conference Call

The Company will broadcast its earnings conference call live via the Internet at 8:00 a.m. (PDT) on Wednesday, October 26, 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.earnings.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. PDT on October 26 through midnight on November 2, 2005 by dialing (800) 642-1687 or (706) 645-9291 and providing Conference ID 1218825.

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Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

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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 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) government regulation, including ABD’s receipt of requests for information from state insurance commissioners and a subpoena from the New York Attorney General related to the ongoing insurance industry-wide investigations into contingent commissions and override payments; and (3) 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, 2004. 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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Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

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GREATER BAY BANCORP

SEPTEMBER 30, 2005 - FINANCIAL SUMMARY (UNAUDITED)

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

SELECTED QUARTERLY CONSOLIDATED OPERATING DATA:

		Third Quarter 2005			Second Quarter 2005			First Quarter 2005			Fourth Quarter 2004			Third Quarter 2004
Interest Income		$	100,710		$	96,050		$	91,798		$	92,576		$	93,574
Interest Expense			32,714			30,625			25,756			24,473			23,307
Net Interest Income Before Provision for Credit Losses			67,996			65,425			66,042			68,103			70,267
Provision for Credit Losses			(3,352	)		2,252			(1,678	)		213			1,308
Net Interest Income After Provision for Credit Losses			71,348			63,173			67,720			67,890			68,959
Non-interest Income:
Insurance Commissions and Fees			39,974			39,223			38,122			29,727			33,276
Rental Revenue on Operating Leases			4,901			4,463			4,032			3,500			3,067
Service Charges and Other Fees			2,496			2,869			2,550			2,611			2,599
Loan and International Banking Fees			1,663			2,113			2,013			1,352			2,137
Trust Fees			1,074			1,060			1,066			1,078			1,009
Gains on Sale of Loans			100			111			95			1,315			129
Gains on Sale of Securities, net			43			9			290			1,636			2,820
Other Income			4,238			4,393			2,025			3,796			2,951
Total Non-interest Income			54,489			54,241			50,193			45,015			47,988
Operating Expenses:
Salaries & Benefits			50,745			48,172			50,285			42,650			44,694
Occupancy and Equipment			11,278			11,148			10,412			11,984			11,570
Legal and Other Professional Costs			4,671			3,198			4,851			6,478			6,562
Depreciation - Operating Leases			4,108			3,735			3,370			2,941			2,549
Amortization of Intangibles			1,886			2,072			2,083			2,072			2,071
Other Expenses			11,936			12,805			12,947			12,651			11,490
Total Operating Expenses			84,624			81,130			83,948			78,776			78,936
Income Before Provision for Income Taxes			41,213			36,284			33,965			34,129			38,011
Provision for Income Taxes			15,626			13,609			12,455			13,050			15,556
Net Income		$	25,587		$	22,675		$	21,510		$	21,079		$	22,455
EARNINGS PER SHARE DATA:
Earnings Per Common Share (1)
Basic		$	0.47		$	0.41		$	0.38		$	0.38		$	0.41
Diluted		$	0.44		$	0.38		$	0.34		$	0.33		$	0.36
Weighted Average Common Shares Outstanding			50,698			50,843			51,135			51,060			51,046
Weighted Average Common & Common Equivalent Shares Outstanding			54,010			55,573			58,184			58,924			58,776
GAAP Ratios
Return on Quarterly Average Assets, annualized			1.42	%		1.29	%		1.26	%		1.18	%		1.20	%
Return on Quarterly Average Common Shareholders’ Equity, annualized			15.13	%		13.68	%		13.03	%		12.69	%		13.90	%
Return on Quarterly Average Total Equity, annualized			13.12	%		11.84	%		11.28	%		11.14	%		12.16	%
Net Interest Margin, annualized (2)			4.36	%		4.29	%		4.45	%		4.37	%		4.27	%
Operating Expense Ratio, annualized (3)			4.68	%		4.61	%		4.90	%		4.42	%		4.22	%
Efficiency Ratio (4)			69.09	%		67.80	%		72.22	%		69.64	%		66.75	%
NON-GAAP Ratios
Efficiency Ratio (Excluding ABD) (5)			60.12	%		60.79	%		68.86	%		60.94	%		60.37	%
(1)	The following table provides the detailed calculation of basic and diluted earnings per common share. The Company’s outstanding convertible preferred stock was antidilutive for all periods presented.
	Net Income as reported	$	25,587		$	22,675		$	21,510		$	21,079		$	22,455
	Less: Dividends on convertible preferred stock		(1,834	)		(1,841	)		(1,840	)		(1,653	)		(1,653	)
(A)	Net Income available to common shareholders	$	23,753		$	20,834		$	19,670		$	19,426		$	20,802
	Add: CODES interest, net of taxes		75			116			174			190			202
(B)	Net Income available to common shareholders including CODES	$	23,828		$	20,950		$	19,844		$	19,616		$	21,004
(C)	Weighted Average Common Shares Outstanding		50,698			50,843			51,135			51,060			51,046
	Weighted Average Common Equivalent Shares:
	Stock Options		878			1,062			1,094			1,548			1,414
	CODES due 2024		2,426			3,653			5,940			6,301			6,301
	CODES due 2022		8			15			15			15			15
(D)	Total Weighted Average Common & Common Equivalent Shares Outstanding		54,010			55,573			58,184			58,924			58,776
(A)/(C)	Earnings Per Common Share - Basic	$	0.47		$	0.41		$	0.38		$	0.38		$	0.41
(B)/(D)	Earnings Per Common Share - Diluted	$	0.44		$	0.38		$	0.34		$	0.33		$	0.36
(2)	Net interest income for the period, annualized and divided by average quarterly interest earning assets. Non accrual loans are excluded from the average balances.
(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, excluding provision for credit losses).
(5)	Total operating expenses less ABD operating expenses divided by total revenue less ABD revenue. The following table provides the information for calculating the efficiency ratio excluding ABD:
	Operating Expenses (Excluding ABD)	$	49,174		$	48,750		$	53,535		$	50,476		$	51,079
	Revenue (Excluding ABD)	$	81,796		$	80,190		$	77,744		$	82,832		$	84,612

Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

Page 10 of 13

GREATER BAY BANCORP

SEPTEMBER 30, 2005 - FINANCIAL SUMMARY (UNAUDITED)

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

SELECTED CONSOLIDATED OPERATING DATA FOR THE NINE MONTH PERIODS:

		9 Months Ended SEPT 30 2005			9 Months Ended SEPT 30 2004
Interest Income		$	288,558		$	283,923
Interest Expense			89,095			66,403
Net Interest Income Before Provision for Credit Losses			199,463			217,520
Provision for Credit Losses			(2,778	)		5,308
Net Interest Income After Provision for Credit Losses			202,241			212,212
Non-interest Income:
Insurance Commissions and Fees			117,319			100,773
Rental Revenue on Operating Leases			13,396			8,049
Service Charges and Other Fees			7,915			7,846
Loan and International Banking Fees			5,789			6,255
Trust Fees			3,200			2,916
Gains on Sale of Loans			306			1,166
Gains on Sale of Securities, net			342			6,734
Other Income			10,656			8,549
Total Non-interest Income			158,923			142,288
Operating Expenses:
Salaries & Benefits			149,202			140,024
Occupancy and Equipment			32,838			32,026
Legal and Other Professional Costs			12,720			14,588
Depreciation - Operating Leases			11,213			6,706
Amortization of Intangibles			6,041			6,214
Other Expenses			37,688			36,699
Total Operating Expenses			249,702			236,257
Income Before Provision for Income Taxes			111,462			118,243
Provision for Income Taxes			41,690			46,403
Net Income		$	69,772		$	71,840
EARNINGS PER SHARE DATA:
Earnings Per Common Share (1)
Basic		$	1.26		$	1.30
Diluted		$	1.16		$	1.17
Weighted Average Common Shares Outstanding			50,891			51,605
Weighted Average Common & Common Equivalent Shares Outstanding			55,824			57,522
GAAP Ratios
Return on YTD Average Assets, annualized			1.32	%		1.27	%
Return on YTD Average Common Shareholders’ Equity, annualized			13.96	%		14.72	%
Return on YTD Average Total Equity, annualized			12.09	%		12.90	%
Net Interest Margin, annualized (2)			4.37	%		4.35	%
Operating Expense Ratio, annualized (3)			4.73	%		4.18	%
Efficiency Ratio (4)			69.67	%		65.66	%
NON-GAAP Ratios
Efficiency Ratio (Excluding ABD) (5)			63.18	%		58.90	%
(1)	The following table provides the detailed calculation of basic and diluted earnings per common share. The Company’s outstanding convertible preferred stock was antidilutive for all periods presented.
	Net Income as reported	$	69,772		$	71,840
	Less: Dividends on convertible preferred stock		(5,515	)		(4,960	)
(A)	Net Income available to common shareholders	$	64,257		$	66,880
	Add: CODES interest, net of taxes		365			396
(B)	Net Income available to common shareholders including CODES	$	64,622		$	67,276
(C)	Weighted Average Common Shares Outstanding		50,891			51,605
	Weighted Average Common Equivalent Shares:
	Stock Options		927			1,509
	CODES due 2024		3,993			4,393
	CODES due 2022		13			15
(D)	Total Weighted Average Common & Common Equivalent Shares Outstanding		55,824			57,522
(A)/(C)	Earnings Per Common Share - Basic	$	1.26		$	1.30
(B)/(D)	Earnings Per Common Share - Diluted	$	1.16		$	1.17
(2)	Net interest income for the period, annualized and divided by YTD average interest earning assets. Non accrual loans are excluded from the average balances.
(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, excluding provision for credit losses).
(5)	Total operating expenses less ABD operating expenses divided by total revenue less ABD revenue. The following table provides the information for calculating the efficiency ratio excluding ABD:
	Operating Expenses (Excluding ABD)	$	151,459		$	151,993
	Revenue (Excluding ABD)	$	239,730		$	258,050

Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

Page 11 of 13

GREATER BAY BANCORP

SEPTEMBER 30, 2005 - FINANCIAL SUMMARY (UNAUDITED)

(Dollars in 000’s)

SELECTED CONSOLIDATED FINANCIAL CONDITION DATA AND RATIOS:

	Sept 30 2005			Jun 30 2005			Mar 31 2005			Dec 31 2004			Sept 30 2004
Cash and Due From Banks	$	153,284		$	190,048		$	213,806		$	171,657		$	184,639
Fed Funds Sold		20,000			10,000			—			—			8,000
Securities		1,487,935			1,583,662			1,592,120			1,602,268			1,825,289
Loans:
Commercial		1,998,305			2,019,331			2,006,585			1,969,351			1,951,813
Term Real Estate - Commercial		1,432,939			1,493,890			1,540,496			1,597,756			1,647,568
Total Commercial		3,431,244			3,513,221			3,547,081			3,567,107			3,599,381
Real Estate Construction and Land		609,969			543,117			499,817			479,113			459,533
Residential Mortgage		258,268			260,453			71,004			22,982			—
Real Estate Other		261,969			277,847			250,977			268,755			272,684
Consumer and Other		115,593			137,827			129,859			145,065			152,553
Deferred Fees and Discounts, Net		(12,681	)		(12,939	)		(13,239	)		(13,902	)		(14,457	)
Total Loans, Net of Deferred Fees and Discounts		4,664,362			4,719,526			4,485,499			4,469,120			4,469,694
Allowance for Loan and Lease Losses (1)		(92,857	)		(98,487	)		(99,355	)		(107,517	)		(113,460	)
Total Loans, Net (1)		4,571,505			4,621,039			4,386,144			4,361,603			4,356,234
Goodwill		236,511			236,211			212,077			212,432			178,317
Other Intangible Assets		51,739			53,785			36,986			39,228			41,310
Other Assets		529,983			550,402			510,223			509,457			475,612
Total Assets	$	7,050,957		$	7,245,147		$	6,951,356		$	6,896,645		$	7,069,401
Deposits:
Demand, Non-Interest Bearing	$	1,066,536		$	1,091,208		$	1,065,004		$	1,052,272		$	1,053,348
NOW, MMDA and Savings		3,003,159			2,955,343			3,193,558			3,263,716			3,272,922
Time Deposits, $100,000 and over		750,406			696,740			602,432			647,531			716,911
Other Time Deposits		195,315			136,008			134,749			139,320			152,376
Total Deposits		5,015,416			4,879,299			4,995,743			5,102,839			5,195,557
Other Borrowings		813,006			1,117,285			775,361			578,664			714,883
Subordinated Debt		210,311			210,311			210,311			210,311			210,311
Other Liabilities		230,159			254,459			198,063			229,144			196,129
Total Liabilities		6,268,892			6,461,354			6,179,478			6,120,958			6,316,880
Preferred Stock of Real Estate Investment Trust Subsidiaries		12,658			12,617			12,577			12,621			12,582
Convertible Preferred Stock		102,706			103,366			103,569			103,816			91,917
Common Shareholders’ Equity		666,701			667,810			655,732			659,250			648,022
Total Equity		769,407			771,176			759,301			763,066			739,939
Total Liabilities and Total Equity	$	7,050,957		$	7,245,147		$	6,951,356		$	6,896,645		$	7,069,401
RATIOS:
Loan Growth, current quarter to prior year quarter		4.36	%		6.22	%		1.11	%		-1.51	%		-2.86	%
Loan Growth, current quarter to prior quarter, annualized		-4.64	%		20.93	%		1.49	%		-0.05	%		2.39	%
Loan Growth, YTD		5.84	%		11.30	%		1.49	%		-1.51	%		-2.01	%
Core Loan Growth, current quarter to prior year quarter (2)		-1.11	%		0.56	%		-0.49	%		-2.02	%		-2.86	%
Core Loan Growth, current quarter to prior quarter, annualized (2)		-4.24	%		4.84	%		-2.89	%		-2.10	%		2.39	%
Core Loan Growth, YTD (2)		-0.78	%		0.98	%		-2.89	%		-2.02	%		-2.01	%
Deposit Growth, current quarter to prior year quarter		-3.47	%		-8.06	%		-3.58	%		-3.95	%		-4.47	%
Deposit Growth, current quarter to prior quarter, annualized		11.07	%		-9.35	%		-8.51	%		-7.10	%		-8.35	%
Deposit Growth, YTD		-2.29	%		-8.83	%		-8.51	%		-3.95	%		-2.94	%
Core Deposit Growth, current quarter to prior year quarter (3)		-6.45	%		-9.21	%		-0.04	%		5.33	%		7.10	%
Core Deposit Growth, current quarter to prior quarter, annualized (3)		2.02	%		-16.23	%		-5.18	%		-6.94	%		-9.79	%
Core Deposit Growth, YTD (3)		-6.40	%		-10.63	%		-5.18	%		5.33	%		9.61	%
Revenue Growth, current quarter to prior year quarter		3.58	%		0.86	%		-5.53	%		-2.53	%		1.22	%
Revenue Growth, current quarter to prior quarter, annualized		9.35	%		11.84	%		11.62	%		-17.56	%		-1.59	%
Net Interest Income Growth, current quarter to prior year quarter		-3.23	%		-8.98	%		-12.38	%		-9.46	%		-3.33	%
Net Interest Income Growth, current quarter to prior quarter, annualized		15.59	%		-3.75	%		-12.27	%		-12.25	%		-8.94	%

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

(2) Core loans calculated as total loans less purchased residential mortgage loans.

(3) Core deposits calculated as total deposits less institutional and brokered time deposits.

Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

Page 12 of 13

GREATER BAY BANCORP

SEPTEMBER 30, 2005 - FINANCIAL SUMMARY (UNAUDITED)

(Dollars in 000’s)

SELECTED AVERAGE BALANCE SHEET AND YIELD DATA:

	Three months ended
	September 30, 2005						June 30, 2005						September 30, 2004
	Average balance (1)		Interest		Average yield / rate		Average balance (1)		Interest		Average yield / rate		Average balance (1)		Interest		Average yield / rate
INTEREST-EARNING ASSETS:
Fed funds sold	$	45,033	$	384	3.38	%	$	32,893	$	220	2.68	%	$	37,979	$	126	1.32	%
Other short-term securities		11,923		59	1.96	%		6,414		28	1.75	%		2,865		15	2.08	%
Securities:
Taxable		1,446,353		15,117	4.15	%		1,495,651		16,000	4.29	%		2,007,885		21,393	4.24	%
Tax-exempt (2)		82,724		1,015	4.87	%		84,555		1,042	4.94	%		86,330		1,088	5.01	%
Loans (3)		4,594,833		84,135	7.26	%		4,500,370		78,760	7.02	%		4,412,082		70,952	6.40	%
Total interest-earning assets		6,180,866		100,710	6.46	%		6,119,883		96,050	6.30	%		6,547,141		93,574	5.69	%
Noninterest-earning assets		985,764		—				940,619		—				895,842		—
Total assets	$	7,166,630		100,710			$	7,060,502		96,050			$	7,442,983		93,574
INTEREST-BEARING LIABILITIES:
Deposits:
MMDA, NOW and Savings	$	3,004,193		13,042	1.72	%	$	3,112,247		13,297	1.71	%	$	3,359,052		10,361	1.23	%
Time deposits over $100,000		729,040		5,562	3.03	%		662,924		4,424	2.68	%		723,966		2,968	1.63	%
Other time deposits		180,933		1,172	2.57	%		136,574		781	2.29	%		160,263		679	1.69	%
Total interest-bearing deposits		3,914,166		19,776	2.00	%		3,911,745		18,502	1.90	%		4,243,281		14,008	1.31	%
Short-term borrowings		350,989		3,290	3.72	%		413,096		3,625	3.52	%		522,015		2,859	2.18	%
CODES		93,304		131	0.56	%		144,225		192	0.53	%		241,131		306	0.50	%
Subordinated debt		210,311		4,446	8.39	%		210,311		4,377	8.35	%		210,311		4,491	8.50	%
Other long-term borrowings		417,583		5,071	4.82	%		299,061		3,929	5.27	%		166,447		1,643	3.93	%
Total interest-bearing liabilities		4,986,353		32,714	2.60	%		4,978,438		30,625	2.47	%		5,383,185		23,307	1.72	%
Noninterest-bearing deposits		1,133,089						1,083,982						1,067,859
Other noninterest-bearing liabilities		260,648						217,306						242,224
Preferred stock of real estate investment trust subsidiaries		12,634						12,593						15,272
Shareholders' equity		773,906						768,183						734,443
Total shareholders' equity and liabilities	$	7,166,630		32,714			$	7,060,502		30,625			$	7,442,983		23,307
Net interest income			$	67,996					$	65,425					$	70,267
Net yield on interest-earning assets(4)					4.36	%					4.29	%					4.27	%

(1) Nonaccrual loans are excluded from the average balance.

(2) Tax equivalent yields earned on the tax-exempt securities are 7.26%, 7.38% and 7.56% for the three months ended September 30, 2005, June 30, 2005 and September 30, 2004, respectively, using the federal statutory tax rate of 35%.

(3) Amortization of deferred loan fees, net of the amortization of deferred costs, resulted in an increase (decrease) of interest income on loans by $841,000, $(1,000) and $(838,000) for the three months ended September 30, 2005, June 30, 2005 and September 30, 2004, respectively.

(4) Net yield on interest-earning assets during the period equals (a) the difference between interest income on interest-earning assets and the interest expense on interest-bearing liabilities, divided by (b) average interest-earning assets for the period.

Greater Bay Bancorp Reports Third Quarter 2005 Results

October 26, 2005

Page 13 of 13

GREATER BAY BANCORP

SEPTEMBER 30, 2005 - FINANCIAL SUMMARY (UNAUDITED)

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

SELECTED CONSOLIDATED CREDIT QUALITY DATA:

	Sept 30 2005			Jun 30 2005			Mar 31 2005			Dec 31 2004			Sept 30 2004
Nonperforming Assets (1)
Commercial	$	5,495		$	7,122		$	8,213		$	11,586		$	14,306
Real Estate Term and Construction		43,621			57,404			26,591			19,608			26,494
SBA		7,612			7,421			6,752			1,876			2,607
Venture Banking Group		—			—			24			806			3,387
Specialty Finance		11,382			8,034			10,816			9,835			10,773
Other		3,821			8,105			189			—			1,174
Total Nonperforming Loans (2)	$	71,931		$	88,086		$	52,585		$	43,711		$	58,741
OREO		—			—			—			—			—
Other Nonperforming Assets		1,153			495			840			569			534
Total Nonperforming Assets (1)	$	73,084		$	88,581		$	53,425		$	44,280		$	59,275
Net Loan Charge-Offs (Recoveries) (3)	$	3,098		$	3,476		$	3,511		$	4,563		$	3,584
Ratio of Allowance for Loan and Lease Losses to: (4)
Average Loans		1.99	%		2.15	%		2.23	%		2.41	%		2.54	%
End of Period Loans		1.99	%		2.08	%		2.21	%		2.40	%		2.53	%
Total Nonaccrual Loans		129.09	%		111.81	%		188.94	%		245.97	%		193.15	%
Ratio of Provision for Credit Losses to Average Loans, annualized		-0.28	%		0.20	%		-0.15	%		0.02	%		0.12	%
Total Nonperforming Loans to Total Loans		1.54	%		1.87	%		1.17	%		0.98	%		1.31	%
Total Nonperforming Assets to Total Assets		1.04	%		1.22	%		0.77	%		0.64	%		0.83	%
Ratio of Quarterly Net Loan Charge-offs to Average Loans, annualized		0.26	%		0.30	%		0.32	%		0.41	%		0.32	%
Ratio of YTD Net Loan Charge-offs to YTD Average Loans		0.30	%		0.31	%		0.32	%		0.40	%		0.39	%
(1)    Nonperforming assets include nonperforming loans, Other Real Estate Owned and other nonperforming assets. (2)    Nonperforming loans are defined as loans which are on nonaccrual status. (3)    Net loan charge-offs are loan charge-offs net of recoveries. (4)    As of December 31, 2004, we reclassified the reserve for unfunded credit commitments from the allowance for loan and lease losses to other liabilities. Amounts presented prior to the fourth quarter of 2004 have been reclassified to conform with the current presentation.
SELECTED QUARTERLY CAPITAL RATIOS AND DATA:
	Sept 30 2005			Jun 30 2005			Mar 31 2005			Dec 31 2004			Sept 30 2004
Tier 1 Leverage ratio		10.23	%		10.30	%		10.98	%		10.67	%		10.18	%
Tier 1 Risk-Based Capital ratio		12.25	%		11.96	%		13.08	%		13.01	%		12.98	%
Total Risk-Based Capital ratio		13.51	%		13.22	%		14.34	%		14.27	%		14.24	%
Total Equity to Assets ratio		10.91	%		10.64	%		10.92	%		11.06	%		10.47	%
Tier I Capital	$	702,030		$	695,108		$	733,387		$	727,319		$	733,579
Total Risk-based Capital	$	774,044		$	768,187		$	803,966		$	797,788		$	804,839
Risk Weighted Assets	$	5,730,710		$	5,810,227		$	5,605,961		$	5,591,535		$	5,651,203
NON-GAAP RATIOS (1):
Tangible Total Equity to Tangible Assets - End of Period		7.11	%		6.92	%		7.61	%		7.70	%		7.60	%
Tangible Common Book Value Per Common Share - End of Period (2)	$	7.51		$	7.44		$	7.97		$	7.96		$	8.42
Common Book Value Per Common Share - End of Period (3)	$	13.22		$	13.16		$	12.85		$	12.88		$	12.73
Total Common Shares Outstanding - End of Period		50,425			50,756			51,046			51,179			50,907
(1)    The following table provides a reconciliation of Total Equity to Tangible Total Equity and Total Assets to Tangible Assets:
Common Shareholders’ Equity	$	666,701		$	667,810		$	655,732		$	659,250		$	648,022
Convertible Preferred Stock		102,706			103,366			103,569			103,816			91,917
Total Equity		769,407			771,176			759,301			763,066			739,939
Less: Goodwill and Other Intangible Assets		(288,250	)		(289,996	)		(249,063	)		(251,660	)		(219,627	)
Tangible Total Equity	$	481,157		$	481,180		$	510,238		$	511,406		$	520,312
Total Assets	$	7,050,957		$	7,245,147		$	6,951,356		$	6,896,645		$	7,069,401
Less: Goodwill and Other Intangible Assets		(288,250	)		(289,996	)		(249,063	)		(251,660	)		(219,627	)
Tangible Assets	$	6,762,707		$	6,955,151		$	6,702,293		$	6,644,985		$	6,849,774

(2) Computed as Common Shareholders’ Equity, less Goodwill and Other Intangible Assets divided by Total Common Shares outstanding.

(3) Computed as Common Shareholders’ Equity divided by Common Shares outstanding - end of period.

EX-99.2

Exhibit 99.2

Greater Bay Bancorp Investor Presentation October 2005 1

2

Greater Bay Bancorp

Greater Bay Bancorp

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) government regulation, including ABD’ s receipt of requests for

information from state insurance commissioners and a subpoena from the New York

Attorney

General

related

to

the

ongoing

insurance

industry-wide

investigations

into

contingent commissions and override payments; and (3) 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, 2004.  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.

3

Company Profile

Company Profile

As of September 30, 2005

As of September 30, 2005

1.42% / 15.13%

Q3 ROA / ROE

$1.22 billion

Market Capitalization (2)

$667 million

Common Equity

50.4 million

Common Shares Outstanding

$0.44

Q3 Diluted EPS

$25.6 million

Q3 Net Income

$4.6 billion

Core Deposits (1)

$7.1 billion

Total Assets

(1)

Excludes brokered and wholesale institutional deposits

(2)

As of October 24, 2005

4

Investment Rationale

Investment Rationale

Largest independent banking franchise in Northern

California operating in lucrative San Francisco Bay Area

regional market.

–

Established track record as acquirer of choice.

–

Proven record of organic growth and in-market

expansion.

Diversified provider of financial services in four distinct

business areas.

–

Mitigates geographic concentration of banking

business and sector-specific earnings volatility.

–

Reduces spread income dependence.

5

Investment Rationale

Investment Rationale

Strong financial fundamentals and sound credit metrics.

Experienced and proven executive management team.

Leading to long-term record of superior shareholder

return.

6

An Exceptional Regional Market

An Exceptional Regional Market

7

Greater San Francisco Bay Area

Greater San Francisco Bay Area

8

Greater San Francisco Bay Area Profile

Greater San Francisco Bay Area Profile

Recognized global leadership in technological innovation,

advancement, and growth.

–

Unmatched concentration of venture capital funding

and investment.

–

Entrepreneurial spirit and results-oriented ethic.

Highest levels of worker productivity and per capita

income in the nation.

Highest level of workforce education in the nation.

Exceptionally strong international trade position.

9

“The Bay Area has proven fairly resilient in the economic

downturn.  Several fundamental strengths remain in tact

such as its highly skilled work force, global presence, and

multi-faceted economy…(and) the Bay Area retains its

core dynamism, and still has marked advantages over

other comparable regions in the country.”

McKinsey & Company/Bay Area Council

“Downturn and Recovery in Restoring Prosperity”

Economic Profile

January 2004

A Regional Strategic Perspective

A Regional Strategic Perspective

10

Diversified Financial Services

Diversified Financial Services

Provider

Provider

11

Diversified Financial Services Provider

Diversified Financial Services Provider

Loans of $3.1 billion

Core deposit of $4.6 billion

12 distinct community

bank branches

40 offices

Relationship based

Centralized operations,

international and cash

management support

Regional in scope

Regional

Community Banking

Assets of $1.4 billion

Commercial finance to

health care businesses

Small ticket leasing

Factoring and asset

based lending

SBA lending

National in scope

Specialty Finance

Annual premiums

approaching $2 billion

2004 annual revenues

of $130 million*

Offering P&C, D&O,

employee benefits, risk

management services

No underwriting risk

Western U.S. in scope

Insurance Brokerage

Trust and private

banking

AUM in excess of $600

million

Regional in scope

Wealth Management

Greater Bay Bancorp

* Excludes Lucini/Parish which was acquired May, 2005.

12

Regional Community Banking

Regional Community Banking

13

Regional Community Banking Business

Regional Community Banking Business

Operating 12 separate business dbas under single consolidated

charter –

40 office locations throughout the Greater Bay Area.

Common data processing platform, credit policies and operating

procedures –

served and supported by single administrative staff.

Relationship focused:

–

Loans: Commercial ($500m-5mm), CRE ($1-10mm), and

construction ($1-10mm) credit opportunities.

–

Deposits: Full suite of business and personal products.

–

Local people in local markets making local decisions based

upon local knowledge.

14

Greater Bay Community Banking –

Greater Bay Community Banking –

1996

1996

15

Greater Bay Community Banking -

Greater Bay Community Banking -

Today

Today

16

Community Banking Group Profile

Community Banking Group Profile

Mid-Peninsula Bank

Peninsula Bank of

Commerce

Bay Area Bank

Peninsula/

San Mateo County

Cupertino National

Bank

San Jose National

Bank

Bank of Santa Clara

Santa Clara

County

Golden Gate Bank

Greater Bay Bank-

Marin

San Francisco/

Marin Counties

Bay Bank of

Commerce

Greater Bay Bank-

Fremont

Alameda

County

Mt. Diablo National

Bank

Greater Bay Bank-

Walnut Creek

Contra Costa

County

Coast Commercial

Bank

Greater Bay Bank-

Carmel

Santa Cruz/

Monterey Counties

Bank of Petaluma

Sonoma

County

Community

Banking

Group

Note:  Figures shown as of 09/30/05.

Total Loans:       $3.1 billion

Core Deposits:   $4.6 billion

17

Client-Centric Banking Model

Client-Centric Banking Model

Install

Sell

Service

Craft

Locate and

Diagnose

1

5

4

2

3

Client

Link and

Build

6

Relationship

Management

Business

Development

18

Core Deposit Balance

Core Deposit Balance

(1)

(1)

$4.43

$4.56

$4.81

$4.75

$4.55

$4.58

$0

$2

$4

$6

2002

2003

2004

Q1 '05

Q2 '05

Q3 '05

($ in Billions)

(1) Core deposits exclude brokered and wholesale institutional deposits.

19

Core Deposit Composition

Core Deposit Composition

(1)

(1)

–

–

9/30/05

9/30/05

($ in Billions)

(1) Core deposits exclude brokered and wholesale institutional deposits.

By Region

By Type

Demand

23%

Savings &

NOW

28%

MMDAs

38%

Time

Deposits

>$100

8%

Other Time

Deposits

3%

San Mateo

26%

Santa Clara

41%

San

Francisco

5%

Marin

2%

4%

Contra Costa

11%

Santa Cruz &

Monterey

6%

Sonoma

5%

Core Deposits $4.58 Billion

20

Specialty Finance

Specialty Finance

21

Specialty Finance Business

Specialty Finance Business

Collection of discrete businesses focused on acquisition and

servicing/sale of value-based assets where execution,

efficiency, standardization, and productivity are essential to

optimizing profitability.

Transaction rather than relationship-based.

–

Relationships essentially limited to intermediaries who

source the business (dealers, distributors, etc.).

Mandate to compete at high end of credit quality spectrum.

–

No deviation from target borrower –

very disciplined.

Intense focus on perpetual growth of credit risk knowledge and

on automation-based underwriting as core strategic elements.

22

Specialty Finance Group Profile

Specialty Finance Group Profile

Professional dental

and veterinary term

commercial financing

National in scope

Matsco

Small-ticket leasing

National in scope

Greater Bay

Capital

Factoring and asset-

based lending

West Coast in scope

Greater Bay

Funding

504 and 7(A) business

sourced direct and via

community banks

Regional in scope

SBA

Lending

Start-up venture aimed

at brokering or retaining

high quality SFD REL

Regional in scope

Residential

Mortgage Lending

Specialty

Finance

Group

Note: Figures as of 09/30/05.

Total Assets:       $1.4 billion

23

$-

$1

$2

$3

$4

$5

$6

2001

2002

2003

2004

Q1 2005

Q2 2005

Q3 2005

CRE

Construction and Land

Commercial/Matsco/GBC

All Others/SNC

Residential Mortgage

Loan Portfolio Composition

Loan Portfolio Composition

*

*

Combined Community Banking and Specialty Finance

Combined Community Banking and Specialty Finance

($ in Billions)

* Gross of Deferred Fees & Discounts

$4.51             $4.81              $4.55             $4.49    

$4.50           $4.73             $4.68

14%

39%

16%

31%

11%

41%

15%

33%

10%

42%

12%

36%

8%

44%

11%

36%

7%

45%

11%

34%

6%

8%

46%

11%

29%

6 %

8%

46%

13%

27%

2%

3%

24

Commercial Real Estate Portfolio

Commercial Real Estate Portfolio

Composition –

Composition –

9/30/05

9/30/05

Office

34%

Retail

18%

Industrial

13%

Other

10%

Hotel/Motel

7%

R&D

4%

1-4SFR

4%

Warehouse

4%

Self Storage

3%

Multifamily

3%

Santa Clara

34%

San Mateo

13%

Alameda

12%

San

Francisco

8%

Santa Cruz

5%

Sonoma

6%

Other

7%

Monterey

2%

Marin

5%

Contra Costa

6%

Sacramento

1%

Solano

1%

By Type

By County

Total -

$1.5 Billion

25

Construction Loan Portfolio

Construction Loan Portfolio

Composition –

Composition –

9/30/05

9/30/05

By Type

By County

1-4 SFR

49%

Multifamily

40%

Office

5%

Industrial

0%

Self Storage

1%

Retail

2%

Other

3%

Santa Clara

26%

San Mateo

16%

San

Francisco

13%

Contra Costa

13%

Alameda

7%

Santa Cruz

10%

Sonoma

2%

San

Bernadino

2%

Placer

0%

Other

5%

Sacramento

5%

Marin

1%

Total -

$472 Million

26

CRE Loan Outstandings by Vintage –

CRE Loan Outstandings by Vintage –

Through 9/30/05

Through 9/30/05

$238

$202

$153

$214

$340

$243

$195

$157

$0

$100

$200

$300

$400

$500

Pre

1999

1999

2000

2001

2002

2003

2004

2005

($ in Millions)

Total Outstandings = $1.5 billion

27

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

1999

2000

2001

2002

2003

2004

Q1'05

Q2'05

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

Avg Rent

Vacancy

Bay Area Office Market

Rental and Vacancy Trends

Source: BT Commercial

28

Commercial Insurance Brokerage

Commercial Insurance Brokerage

29

Commercial Insurance Services Business

Commercial Insurance Services Business

Acquired ABD Insurance and Financial Services in March

2002 –

a highly-respected provider of commercial

insurance brokerage and risk management services.

Largest brokerage firm headquartered on the West Coast

and 15

th

largest in the nation. (1)

–

And 4

th

largest bank-owned firm in the country.

Diversified property and casualty (65%) and employee

benefit (35%) revenue streams.

Key strengths in technology, biotech, wine, construction,

and agribusiness industry sectors.

(1) Source: Business Insurance Magazine –

July

18, 2005

30

Commercial Insurance Services Business

Commercial Insurance Services Business

Strategic focus on disciplined expansion (via organic

growth and acquisition) into key western regional markets.

–

To leverage existing lines of business expertise –

and

to develop enhanced “provider-of-choice”

branding and

pricing positions.

–

Highly successful expansion into Seattle is indicative of

both capabilities and expectations.

–

Completed acquisition of highly regarded Lucini/Parish

firm in Nevada –

May 1, 2005

31

Commercial Insurance Services Group

Commercial Insurance Services Group

Bay Area

Sacramento

Additional Major

Western Regional

Markets

Los Angeles/

Southern CA

Seattle

Reno

ABD Insurance and

Financial Services

2004 Premium Volume: $1.9 billion  

2004 Commission / Fee Revenue: $130 million

32

Increased Non-Interest Revenue

Increased Non-Interest Revenue

Contribution*

Contribution*

*  As a result of the ABD acquisition in March 2002, the Company’ s 2002 results included 10 months of insurance commissions

and fees totaling $88.5 million. 

17.7%

13.3%

25.0%

11.4%

27.6%

11.7%

32.8%

10.4%

32.8%

12.6%

32.6%

11.9%

2002

2003

2004

Q1 '05

Q2 '05

Q3 '05

ABD

43.2%

45.3%

36.6%

31.2%

39.6%

44.5%

33

Sound Credit Metrics

Sound Credit Metrics

34

Net Charge-Offs by Loan Type

Net Charge-Offs by Loan Type

$0

$10

$20

$30

$40

$50

$60

2002

$54.8

$17.5

$13.8

$13.5

$9.5

$0.5

2003

$31.6

$9.6

$10.3

$5.6

$5.2

$0.9

2004

$17.7

$6.6

$3.0

$3.0

$4.6

$0.5

Sept YTD 2005

$10.1

$3.2

$0.0

$1.7

$3.0

$2.2

Total

Matsco

SNC

Other C&I

CRE &

Construction

Consumer

($ in millions)

35

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

'3/01

'6/01

'9/01

'12/01

'3/02

'6/02

'9/02

'12/02

'3/03

'6/03

'9/03

'12/03

'3/04

'6/04

'9/04

'12/04

'3/05

'6/05

'9/05

GBBK Annualized Net Charge-Off Rate

GBBK Allowance as % of Loans

Peer Allowance as % of Loans

Allowance and Charge-Off Levels

Allowance and Charge-Off Levels

36

Non-Performing Assets by Loan Type

Non-Performing Assets by Loan Type

($5)

$5

$15

$25

$35

$45

$55

$65

$75

$85

$95

3/31/04

6/30/04

9/30/04

12/31/04

3/31/05

6/30/05

9/30/05

CRE

Const./Land

Commercial

Corp. Finance

Matsco/GBC

All Other

$49.2

$42.2

$59.3

$44.3

($ in millions)

$53.4

$88.6

$73.1

37

Strong Financial Indicators

Strong Financial Indicators

38

Capital Strength

Capital Strength

13.5%

12.3%

10.2%

7.1%

Q3 2005

14.3%

14.1%

10.0%

Total Risk-Based Capital

13.0%

12.9%

6.0%

Tier 1 Risk-Based Capital

10.7%

10.0%

5.0%

Leverage Ratio

7.7%

7.1%

n/a

Tang.Equity/Tang. Assets (1)

2004

2003

Regulatory Well-

Capitalized Standard

_____   Capital Ratios___  _  __

(1) Common equity plus preferred stock less intangible assets divided by tangible assets.

39

4.36%

4.36%

4.20%

4.52%

4.86%

5.56%

5.29%

4.45%

4.29%

6.75%

5.25%

4.00%

4.25%

5.00%

9.50%

8.50%

5.75%

6.00%

2%

4%

6%

8%

10%

12/99

12/00

12/01

12/02

12/03

12/04

03/05

06/05

09/05

GBBK's Avg. Margin

Prime Rate

Net Interest Margin Levels

Net Interest Margin Levels

40

Interest Rate Risk Profile

Interest Rate Risk Profile

Greater Bay is fundamentally neutral with current slight bias to

net asset-sensitive position.

Balance sheet actively managed to sustain slightly net asset

sensitive position

–

$1.9 billion of indexed loans that adjust with market rate

movements.

–

Restrained upward deposit pricing.

–

Wholesale financing duration extensions.

Investment portfolio continues to be managed for minimal

credit and controlled extension risk.

41

Recent Developments

Recent Developments

Insurance Brokerage Contingent Commissions

–

Greater Bay engaged outside counsel in late 2004 to review

ABD’s overall business practices in specific areas of

concern.

•

No evidence found of improper marketing activities.

•

No systemic compliance related issues identified.

–

ABD has received and is fully cooperating with requests from

various state insurance commissioners as well as a

subpoena from the N.Y. Attorney General’s Office requesting

information about contingent commissions and marketing

practices.

•

We believe this to be a part of an industry wide review of

such practices.

42

Recent Developments

Recent Developments

Charter consolidation process.

–

Completed on target in Q3 2005.

–

Minimal client impact

–

seamless transition to date.

–

Adoption of common deposit product set underway to reduce

funding costs and strengthen controls .

IRS Notice of Proposed Adjustment (NOPA).

–

Received in November 2004

–

challenged deductibility of

merger-related expenses of $34 million taken in 2000 and

2001.

–

NOPA resolved with IRS during Q3 2005; disallowed

deductions reduced to $1.5 million.

–

No tax expense related to this matter required.

43

Quality Management

Quality Management

44

Experienced and Committed

Experienced and Committed

Management Team

Management Team

Stanford University, Bank of

America, EurekaBank

Peggy Hiraoka

Human Resources

Co-Founder –

ABD Insurance

Frederick J. de Grosz

Insurance Brokerage

Wells Fargo, ATT Capital

Keith Wilton

Specialty Finance

Wells Fargo

Colleen M. Anderson

Community Banking

Cal Fed, OTS

Kenneth Shannon

Chief Risk Officer

Bank of America

James S. Westfall

Chief Financial Officer

Wells Fargo, Bank of America,

EurekaBank

Byron A. Scordelis

Chief Executive Officer

Experience

Name

Officer

45

Focus on the Future

Focus on the Future

46

Key Objectives

Key Objectives

Restore and drive top-line revenue growth.

–

Quality loan and deposit growth in target product types

and client profiles.

–

Acceleration of insurance and other fee revenue

sources.

–

Redoubled focus on pricing disciplines.

Achieve and sustain increased cost efficiency.

–

Rationalize responsibilities and structures.

–

Realize growth without added recurring cost.

47

Key Objectives

Key Objectives

Pursue expansion of all

existing business lines.

Be regarded as “best of breed”

in all control endeavors.

–

Regulatory, compliance, accounting, SOX, and

enterprise-wide risk management.

–

Portfolio concentration and credit quality.

–

Interest-rate risk management.

Be an active force for positive change in the communities

that we serve.

48

Outlook for 2005

Outlook for 2005

Our full year guidance for 2005 is as follows:

Core Loan Growth

–

based on the current forecast of moderate economic

growth in our primary market area, we anticipate core loan portfolio growth to be

flat or in the low single digits.

Core Deposit Growth

–

we anticipate core deposit growth to be flat or in the low

single digits, and 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 net

charge-offs

from

30 basis points

to 40 basis points of average loans outstanding. 

Net Interest Margin

–

based on the Company ’s anticipated core loan and

deposit growth and its slightly asset sensitive interest rate risk position, we

expect the margin to fluctuate in the 4.30% to 4.40% range.

49

Focus on Shareholder Value

Focus on Shareholder Value

50

GBBK Share Price Performance

GBBK Share Price Performance

0%

100%

200%

300%

400%

500%

600%

700%

800%

900%

11/27/1996

1997

1998

1999

2000

2001

2002

2003

2004

Q1 2005

Q2 2005

Q3 2006

GBBK

S&P Bank Index

S&P 500

Nasdaq Bank Index