Certification of CFO under Section 906 of the Sarbanes-Oxley Act of 2002

EX-32.2 8 dex322.htm CERTIFICATION OF CFO UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Certification of CFO under Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2

Certification

Pursuant to the requirement set forth in Section 906 of the Sarbanes-Oxley Act of 2002 James S. Westfall hereby certifies as follows:

1. He is the duly appointed Chief Financial Officer of Greater Bay Bancorp, a California corporation (the “Company”).

2. Based on his knowledge, the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and to which this Certification is attached as Exhibit 32.2 (the “Periodic Report”), fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934 and the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, the undersigned have set his hand hereto as of this 22^nd day of March, 2006.

/s/ JAMES S. WESTFALL

James S. Westfall

Chief Financial Officer