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) February 27, 2006

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, East Palo Alto, California	94303
(Address of principal executive offices)	(Zip Code)

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

NA

(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 (see General Instruction A.2. below):

¨ 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 7.01 Regulation FD Disclosure.

Greater Bay Bancorp (the “Company”) has updated its investor slide presentation with information as of December 31, 2005. The slide presentation is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K pursuant to Regulation FD.

Item 8.01 Other Events.

On February 27, 2006, the Company issued a press release announcing that its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer will participate in the Keefe Bruyette & Woods Regional Bank Conference on March 2, 2006 and discuss the slides included as Exhibit 99.1. The press release, included in this report as Exhibit 99.2, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1	Slide presentation of Greater Bay Bancorp as of December 31, 2005 (furnished pursuant to Regulation FD)
99.2	Press Release dated February 27, 2006 re conference participation

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
Date: February 28, 2006	By:	/s/ Linda M. Iannone
		Linda M. Iannone
		Senior Vice President, General Counsel and Secretary

Exhibit Index

99.1	Slide presentation of Greater Bay Bancorp as of December 31, 2005
99.2	Press Release dated February 27, 2006 re conference participation

EX-99.1

Exhibit 99.1

Slide Presentation of Greater Bay Bancorp as of December 31, 2005

1

Greater Bay Bancorp

Greater Bay Bancorp

Investor Presentation

Investor Presentation

March 2006

March 2006

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

local,

national

and

international

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

subpoenas

from

state

attorneys

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 December 31, 2005

As of December 31, 2005

1.27% / 13.5%

Q4 ROA / ROCE

$1.37 billion

Market Capitalization (2)

$668 million

Common Equity

49.9 million

Common Shares Outstanding

$0.39 / $1.55

Q4/FY05 Diluted EPS

$22.8 / $92.9 million

Q4/FY05 Net Income

$4.6 billion

Core Deposits (1)

$7.1 billion

Total Assets

(1)

Excludes brokered and wholesale institutional deposits

(2)

As of February 1, 2006

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

Diversified Financial Services

Diversified Financial Services

Provider

Provider

10

Diversified Financial Services Provider

Diversified Financial Services Provider

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

Loans of $3.0 billion

Core deposit of $4.6 billion

12 distinct community

bank brands

40 offices

Relationship based

Centralized operations,

international and cash

management support

Regional in scope

Regional

Community Banking

Assets of $1.5 billion

Commercial finance to

health care businesses

Small ticket leasing

Factoring and asset

based lending

SBA lending

National in scope

Specialty Finance

Annual premiums

of $2.2 billion

2005 annual revenues

of $154 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

11

Regional Community Banking

Regional Community Banking

12

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.

13

Greater Bay Community Banking -

Greater Bay Community Banking -

Today

Today

14

Community Banking Group Profile

Community Banking Group Profile

Note:  Figures shown as of 12/31/05.

Total Loans:       $3.0 billion

Core Deposits:   $4.6 billion

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

15

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

16

Business Development Group Initiatives

Business Development Group Initiatives

•

Proven executive hired in Q4 to develop and manage group.

•

Modeling, tracking, and compensation plans completed.

•

Five proven BDOs

recruited to date.

•

Including top Northern California performers from two

major competitors.

•

And virtually all from large bank sources.

•

Targeted to grow to 12 BDOs

by mid-year.

•

And to total of 18 by YE 06.

•

Each producer modeled to generate $25MM in annual

loan/line commitments.

•

Commercial and owner-occupied CRE in nature.

•

Target size of $1-5MM per loan commitment.

17

Core Deposit Balances

Core Deposit Balances

(1)

(1)

$4.43

$4.56

$4.81

$4.75

$4.55

$4.58

$4.56

$0.00

$2.00

$4.00

$6.00

2002

2003

2004

Q1 '05

Q2 '05

Q3 '05

Q4 '05

($ in Billions)

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

18

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

By Region

By Type

Demand

24%

MMDAs

40%

Savings &

NOW

26%

Other Time

Deposits

3%

Time

Deposits

>$100

7%

San Mateo

26%

Contra

Costa

12%

Sonoma

5%

Santa

Clara

40%

Santa Cruz

&

Monterey

6%

Alameda

4%

Marin

2%

San

Francisco

5%

Core Deposit Composition

Core Deposit Composition

(1)

(1)

As of December 31, 2005

As of December 31, 2005

19

Cumulative Change in Cost of Interest-Bearing Core

Cumulative Change in Cost of Interest-Bearing Core

Deposits vs. Change in Three-Month Libor

Deposits vs. Change in Three-Month Libor

0.00%

1.00%

2.00%

3.00%

4.00%

'12/31/03

'12/31/04

'12/31/05

GBBK IB Core

Three-Month Libor

Cumulative

%Change

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

Note: Figures as of 12/31/05.

Total Assets:       $1.5 billion

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

National 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

23

Specialty Finance Group Loan Growth

Specialty Finance Group Loan Growth

By Business Line –

By Business Line –

12/31/05 vs. 12/31/04

12/31/05 vs. 12/31/04

$1,456.5

28.9

254.5

107.7

180.1

$885.3

12/31/05

18%

$217.4

$1,239.1

Group Total

NM

28.9

0.0

Residential Lending

12%

26.3

228.2

SBA Lending

2%

2.1

105.6

Greater Bay Funding

38%

49.2

130.9

Greater Bay Capital

(1)

14%

$110.9

$774.4

Matsco

% Growth

Change

12/31/04

($ in Millions)

(1)

Excludes

operating

lease

totals

of

$65.4

million

at

12/31/05

and

$56.8

million

at

12/31/04.

24

Credit Portfolio Profile

Credit Portfolio Profile

25

$-

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

$3.5

$4.0

$4.5

$5.0

2001

2002

2003

2004

Q1 2005

Q2 2005

Q3 2005

Q4 2005

CRE

Construction and Land

Commercial-SBA & Community Banking

Commercial-Matsco/GBC/GBBF

SNC/Residential/All Other

Core Loan Portfolio Composition*

Core Loan Portfolio Composition*

Combined Community Banking and Specialty Finance

Combined Community Banking and Specialty Finance

($ in Billions)

*  Excludes purchased loans

*  Gross of Deferred Fees & Discounts

$4.51         $4.81        $4.55        $4.47         $4.43

$4.48        $4.44         $4.49

14%

13%

26%

16%

31%

11%

17%

24%

15%

34%

10%

19%

23%

12%

36%

10%

23%

21%

11%

36%

9%

24%

22%

11%

35%

9%

24%

24%

12%

30%

9%

25%

23%

14%

29%

9%

26%

24%

14%

27%

26

Commercial Real Estate Portfolio Composition

Commercial Real Estate Portfolio Composition

As of December 31, 2005

As of December 31, 2005

Office

35%

Retail

18%

Industrial

14%

Other

9%

1-4SFR

5%

Warehouse

4%

Self Storage

2%

Multifamily

4%

R&D

4%

Hotel/Motel

5%

Alameda

12%

San

Francisco

8%

Santa Cruz

5%

Sonoma

6%

Other

8%

Solano

0%

Sacramento

1%

Contra Costa

6%

Marin

6%

Monterey

2%

San Mateo

12%

Santa Clara

34%

By Type

By County

Total -

$1.5 Billion

27

CRE Loan Outstandings by Vintage

CRE Loan Outstandings by Vintage

12%

10%

9%

10%

18%

14%

11%

16%

$0

$100

$200

$300

Pre 1999

1999

2000

2001

2002

2003

2004

2005

($ in Millions)

Total Outstandings = $1.5 billion

28

Bay Area Office Market

Bay Area Office Market

Rental and Vacancy Trends

Rental and Vacancy Trends

Source: BT Commercial

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

1999

2000

2001

2002

2003

2004

2005

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

Avg Rent

Vacancy

29

Construction Loan Portfolio

Construction Loan Portfolio

2002 vs. 2005

2002 vs. 2005

2002

2005

1-4 SFR

38%

Multifamily

18%

Office

29%

Industrial

1%

Self Storage

3%

Retail

2%

Other

9%

1-4 SFR

49%

Multifamily

36%

Office

7%

Industrial

1%

Self Storage

1%

Retail

3%

Other

3%

Total -

$557 Million

Total -

$501 Million

30

Construction Loan Portfolio Composition

Construction Loan Portfolio Composition

As of December 31,  2005

As of December 31,  2005

By County

Santa Clara

22%

San Mateo

16%

San

Francisco

13%

Contra Costa

13%

Alameda

9%

Santa Cruz

9%

Sonoma

2%

San

Bernadino

3%

Placer

0%

Other

6%

Sacramento

5%

Marin

2%

Total -

$501 Million

31

43%

17%

20%

19%

1%

< 60%

60-65%

65-70%

70-75%

75-80%

By LTV

By Total Commitment

Total -

$470 Million

1-4 Family Construction Loan Portfolio Commitments

1-4 Family Construction Loan Portfolio Commitments

As of 12/31/05

As of 12/31/05

48%

21%

12%

3%

7%

9%

Under $5MM

$5-10MM

$10-15MM

$15-20MM

$20-25MM

Over $25MM

32

Commercial Insurance

Commercial Insurance

Brokerage

Brokerage

33

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

34

•

Strategic focus on disciplined expansion (via organic growth

and acquisitions) 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

Commercial Insurance Services Business

Commercial Insurance Services Business

35

Commercial Insurance Services Group

Commercial Insurance Services Group

2005 Premium Volume:  $2.2 billion  

2005 Commission & Fee Revenue:  $154.4 million

36

Increased Non-Interest Revenue Contribution*

Increased Non-Interest Revenue 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%

30.7%

13.2%

2002

2003

2004

2005

ABD

Other Fee-Based

40%

31%

37%

44%

37

Sound Credit Metrics

Sound Credit Metrics

38

Net Total Charge-Offs

Net Total Charge-Offs

2002-2005

2002-2005

$54.8

$31.6

$17.7

$14.8

$0

$10

$20

$30

$40

$50

$60

$70

2002

2003

2004

2005

($ in Millions)

39

Net Charge-Offs by Loan Type

Net Charge-Offs by Loan Type

2002 to 2005

2002 to 2005

$0

$5

$10

$15

$20

2002

$17.5

$13.8

$13.5

$9.5

$0.5

2003

$9.6

$10.3

$5.6

$5.2

$0.9

2004

$6.6

$3.0

$3.0

$4.6

$0.5

2005

$4.6

$0.0

$2.1

$2.7

$5.4

Matsco

SNC

C & I

CRE &

Construction

Consumer

($ in millions)

40

Non-Performing Assets by Loan Type

Non-Performing Assets by Loan Type

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

3/31/04

6/30/04

9/30/04

12/31/04

3/31/05

6/30/05

9/30/05

12/31/05

CRE

Const./Land

Commercial

Corp. Finance

Matsco/GBC

All Other

$49

$42

$59

$44

($ in millions)

$53

$88*

$73*

$68*

*

Includes

single

borrowing

relationship

representing

$41.6MM

at

6/30/05,

$36.6MM

at

9/30/05

and

$33.3MM

12/31/05.

41

Allowance and Charge-Off Levels

Allowance and Charge-Off Levels

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

GBBK Annualized Net Charge-Off Rate

GBBK Allowance as % of Loans

Peer Allowance as % of Loans

42

Strong Financial Indicators

Strong Financial Indicators

43

Capital Strength

Capital Strength

13.2%

11.9%

10.3%

7.0%

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.

44

4.29%

4.45%

5.29%

5.56%

4.86%

4.52%

4.20%

4.36%

4.35%

4.37%

6.00%

5.75%

8.50%

9.50%

5.00%

4.25%

4.00%

5.25%

6.75%

7.25%

2%

4%

6%

8%

10%

12/99

12/00

12/01

12/02

12/03

12/04

03/05

06/05

09/05

12/05

GBBK's Avg. Margin

Prime Rate

Net Interest Margin Levels

Net Interest Margin Levels

45

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.

46

Quality Management

Quality Management

47

Experienced and Committed

Experienced and Committed

Management Team

Management Team

Stanford University, Bank of

America, EurekaBank

Peggy Hiraoka

Human Resources

ABD, Minet, COMPRO

Dan R. Francis

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

48

Focus on the Future

Focus on the Future

49

2005 Accomplishments of Note

2005 Accomplishments of Note

•

Continuation of solid and quality growth realized in specialty finance

and commercial insurance brokerage businesses.

•

Successful strategic insurance acquisition completed.

•

Expansion of GBC franchise sustained.

•

Community

bank

charter

consolidation

and

deposit

pricing

standardization

seamlessly

executed.

•

Repositioning of community bank asset portfolio proceeding in concert

with stated objectives.

•

Balance migration from CRE to construction.

•

BDO initiative established and growing.

•

Key

risk

and

control

metrics

favorably

reflect

devotion

of

focus

and

resources.

•

Credit quality trends sustainably

strengthening.

•

SOX compliance efforts consistent with control-based ethic.

50

Key Objectives

Key Objectives

•

Restore and drive top-line revenue growth.

•

Quality loan and deposit growth in target product types

and client profiles.

•

Focus on C&I, construction, and specialty finance

asset areas.

•

Continued 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.

52

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.

52

Outlook for 2006

Outlook for 2006

Our full year guidance for 2006 is as follows:

•

Core

Loan

Growth

–

based

on

the

current

forecast

of

moderate

economic

growth

in

our

primary

market

area

coupled

with

a

planned

increase

in

our

lending

and

relationship

management

staff,

we

anticipate

core

loan

portfolio

growth

in

the

mid

to

high

single

digit

range,

with

this

growth

concentrated

in

the

second

half

of

the

year.

•

Core

Deposit

Growth

–

we

anticipate

core

deposit

growth

in

the

mid

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

25

basis

points to

35

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

4.20%

to

4.40%

range.

53

Focus on Shareholder Value

Focus on Shareholder Value

54

GBBK Share Price Performance

GBBK Share Price Performance

0%

100%

200%

300%

400%

500%

600%

700%

800%

GBBK

S&P Bank Index

S&P 500

Nasdaq Bank Index

55

Schedule A –

Schedule A –

Custom Peer Group

Custom Peer Group

Allfirst Financial, Inc.

Fulton Financial Corporation

Associated Banc-Corp

Greater Bay Bancorp

BancorpSouth, Inc.

Hibernia Corporation

Bank of Hawaii Corporation

Hudson United Bancorp

BOK Financial Corporation

International Bancshares Corporation

Bremer Financial Corporation

Mercantile Bankshares Corporation

Central Bancompany

Old National Bancorp

Citizens Banking Corporation

Provident Financial Group, Inc.

City National Corporation

RBC Centura Banks, Inc.

Colonial BancGroup, Inc.

Riggs National Corporation

Commerce Bancorp, Inc.

Sky Financial Group Inc.

Commerce Bancshares, Inc.

South Financial Group, Inc. (The)

Community First Bankshares, Inc.

Southwest Bancorporation of Texas, Inc.

Cullen/Frost Bankers, Inc.

Susquehanna Bancshares, Inc.

F.N.B. Corporation

Synovus Financial Corp.

FBOP Corporation

TCF Financial Corporation

First Banks, Inc.

Trustmark Corporation

First Citizens BancShares, Inc.

UMB Financial Corporation

First Midwest Bancorp, Inc.

United Bankshares, Inc.

First National of Nebraska, Incorporated

Valley National Bancorp

Whitney Holding Corporation

Firstbank Holding Company of Colorado

Wilmington Trust Corporation

FirstMerit Corporation

EX-99.2

Exhibit 99.2

Press Release dated February 27, 2006 re conference participation

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 Westfall, EVP and CFO
(650) 838-6108

FOR IMMEDIATE RELEASE

GREATER BAY BANCORP TO ATTEND

KEEFE, BRUYETTE & WOODS REGIONAL BANK CONFERENCE

EAST PALO ALTO, Calif. – February 27, 2006 – Greater Bay Bancorp (Nasdaq:GBBK), a $7.1 billion in assets financial services holding company, announced that Byron A. Scordelis, President and Chief Executive Officer, and James Westfall, Executive Vice President and Chief Financial Officer, will participate in a conference sponsored by Keefe, Bruyette & Woods on March 2, 2006 at 10:55 a.m. EST.

The conference will be accessible live via the Internet through the Keefe, Bruyette & Woods website at http://www.kbw.com/news/conference_regional.html during the conference and for 60 days following the conference. Persons interested in listening to the conference should go to the website 15 minutes prior to the start of the conference to register as it may be necessary to download audio software to hear the presentation. Slides of Greater Bay Bancorp’s presentation will be filed with the SEC on a Current Report on Form 8-K prior to the presentation.

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.

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

Safe Harbor

This document may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected. For a discussion of factors that could cause actual results to differ, please see the publicly available Securities and Exchange Commission filings of Greater Bay Bancorp, including its Annual Report on Form 10-K for the year ended December 31, 2004, and particularly the discussion of risk factors within such documents.

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