Slide Presentation of Greater Bay Bancorp

Greater Bay Bancorp

Forward Looking Statements

Greater Bay Bancorp

Forward Looking Statements

Certain matters discussed in this presentation 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,

2006. 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.

Company Profile

As of December 31, 2006

Company Profile

As of December 31, 2006

1.24% / 12.6%

FY06 ROA/ROCE

$4.7 billion

Core Loans

(1)

$1.4 billion

Market Capitalization

(3)

$736 million

Common Equity

50.9 million

Common Shares Outstanding

$0.33 / $1.60

Q4/FY06 Diluted EPS

$18.8 / $89.6 million

Q4/FY06 Net Income

$4.3 billion

Core Deposits

(2)

$7.4 billion

Total Assets

(1)

Excludes purchased residential mortgage loans

(2)

Excludes brokered and wholesale institutional deposits

(3)

As of February 2, 2007

Investment Rationale

Largest independent banking franchise in Northern

California operating in lucrative San Francisco Bay

Area regional market.

–

Proven record of organic growth.

–

Established track record as acquirer of choice.

Diversified provider of financial services in three

distinct business areas.

–

Mitigates geographic and sector-specific

concentrations.

–

Balanced spread and fee revenue mix.

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.

Diversified Financial Services Provider

Greater Bay Bancorp

Community Banking

Loans of $3.0 billion

Core deposits of $4.3

billion

8 distinct community bank

brands

43 offices

Relationship based

Centralized back office,

policies and administration

Bay Area in scope

Assets of $1.7 billion

Commercial finance to

health care businesses

Small ticket leasing

Factoring and asset

based lending

SBA lending

National in scope

Annual premiums of

$2.2 billion

2006 revenues of $165

million

Offering P&C and D&O,

employee benefits, risk

management services

No underwriting risk

Western U.S. in scope

Specialty Finance

Insurance Brokerage

Community Banking Business

Operating 8 separate banking identities under single

consolidated

charter

–

43 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).

–

Deposits: Full suite of business and personal products.

–

Local people in local markets making local decisions

based upon local knowledge.

Business Development Group Initiatives

Proven executive hired in Q4 2005 to build & manage

team.

16 experienced BDOs recruited in 2006.

–

Top performers from major local competitors.

–

Virtually all BDOs from large banks.

–

Targeted to grow to 20 during 2007.

Each seasoned BDO expected to generate $20MM on

average in annual loan/line commitments and related

deposit business.

–

Commercial and owner-occupied CRE.

–

Target size of $500M -

$5MM per commitment.

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

By Region

By Type

Demand

24%

MMDAs

35%

Time

Deposits

>$100

12%

Other Time

Deposits

Savings &

NOW

26%

San Mateo

30%

Contra

Costa

15%

Sonoma

Santa Clara

35%

Santa Cruz

& Monterey

Alameda

Marin

San

Francisco

Community Banking Core Deposits

(1)

December 31, 2006

Core

Deposit

Composition

(1)

Core

Deposit

Composition

(1)

(23)

Legal Settlement

$(310)

$4,255

$4,097

$4,251

$4,471

$4,565

Total Core Deposits

(105)

3,822

3,639

3,653

3,753

3,927

All Other Core Deposits

$(205)

$433

$458

$598

$718

$638

Total Specialty Deposits

124

140

164

101

Lease Investment Funds

(55)

157

126

140

Venture Capital

$(150)

$187

$179

$288

$362

$336

1031 Exchange

YOY

Chg.

12/06

9/06

6/06

3/06

12/05

$ in Millions

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

Specialty Finance Business

Collection of discrete businesses focused on acquisition and

servicing/sale 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.

(1) Total loans, gross of deferred costs and fees.

Professional dental

and veterinary term

commercial financing

National in scope

Matsco

Loans $978 million

(1)

Small-ticket leasing

National in scope

Greater Bay Capital

Operating

Leases

$47

million

Finance Leases $246 million

Factoring and asset-

based lending

National in scope

Greater Bay

Business Funding

Loans $82 million

(1)

504 and 7(A) business

sourced direct and via

community banks

Regional in scope

SBA

Lending

Loans $286 million

(1)

Specialty Finance

Group

Specialty Finance Group

Loan Portfolio Composition

December 31, 2006

Specialty Finance Group

Loan Portfolio Composition

December 31, 2006

Matsco

(1)

59%

Greater Bay

Capital (2)

15%

SBA Lending (1)

17%

Other (1)

Greater Bay

Business Funding

(1)

Total Assets: $1.7 billion

(1)

Total loans, gross of deferred costs and fees.

(2)

Excludes operating lease totals of $47 million.

Core Loan Portfolio Composition

(1)

Combined Community Banking and Specialty Finance

($ in Billions)

2002

2003

2004

2005

2006

Commercial-Term RE

Construction and Land

Commercial - Community Banking

Commercial - Specialty Finance

SNC/Residential/All Other

$4.84 $4.56 $4.47

$4.49 $4.69

16%

27%

15%

34%

19%

23%

12%

37%

22%

11%

36%

26%

20%

14%

32%

(

1) Total Loans, gross of deferred costs and fees. In Q3’06 $15.4 million of deferred costs and fees on leases were

reclassified from commercial, consumer and other loans into net deferred costs and fees. Prior periods have been

changed to conform with current period presentation; core loans exclude purchased residential mortgage loans.

27%

20%

16%

30%

-400

-200

200

400

Dec-03

Dec-04

Dec-05

Dec-06

Commercial - Term RE

Construction and Land

Commercial - Community Banking

Commercial - Specialty Finance

Total Loans, gross of deferred costs and fees

Core Loan Portfolio Evolution

(1)

(Cumulative Change Since December 2003)

($ in Millions)

(1) In Q3’06 $15.4 million of deferred costs and fees on leases were reclassified from commercial, consumer and other

loans into net deferred costs and fees. Prior periods have been changed to conform with current period presentation;

core loans exclude purchased residential mortgage loans.

Term Commercial Real Estate

Loan Composition

December 31, 2006

Term Commercial Real Estate

Loan Composition

December 31, 2006

Retail

22%

Industrial

18%

Multi Family

Office

34%

Warehouse

Other

R&D

Hotel/

Motel

San Mateo

11%

Contra

Costa

Marin

San

Francisco

Santa Cruz

Sonoma

Solano

Other

11%

Alameda

15%

Santa

Clara

25%

By Type

By County

Total -

$1.4 Billion

Construction

Loan

Portfolio

Composition

(1)

December 31, 2006

Construction

Loan

Portfolio

Composition

(1)

December 31, 2006

By County

Santa Clara

34%

San

Francisco

12%

San Mateo

10%

Alameda

10%

Santa Cruz

Contra

Costa

Sonoma

Marin

Other

13%

Solano

Owner

Occupied

CRE

17%

Apartments

Condo /

Townhome

46%

SFD

29%

By Type

Total -

$560 Million

(1) Excludes land loans of $170 million.

Non-Performing Assets by Loan Type

$25

$50

$75

$100

6/04

9/04

12/04

3/05

6/05

9/05

12/05

3/06

6/06

9/06

12/06

CRE

Const./Land

Commercial

Specialty Finance

All Other

$42

$59

$44

$53

$88*

$73*

$72*

* Includes

single

borrowing

relationship

representing

$41.6MM

6/30/05, $36.6MM at 9/30/05 and $36.8MM

12/31/05.

$33

$30

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 US retail broker in the nation.

Diversified property and casualty (65%) and employee

benefit (35%) revenue streams.

Key strengths in technology, biotech, wine, construction,

and agribusiness industry sectors.

Strategic focus on disciplined expansion (via organic

growth and acquisitions) into key western regional

markets.

–

Leverage existing lines of business expertise –

and to

develop enhanced “provider-of-choice”

branding and

pricing positions.

–

Successful expansion into Seattle (2003) and Nevada

(2005).

–

Entered Oregon in 2006.

Commercial Insurance Services

Business

ABD 2006 Revenue Distribution

By Size of Client Relationship *

($ in 000

’s)

ABD 2006 Revenue Distribution

By Size of Client Relationship *

($ in 000’s)

$5-25

21%

$25-50

14%

Over

$750

$500-750

$250-500

12%

$50-100

20%

$100-250

28%

Property and Casualty

* Excludes relationships of less than $5,000

Employee Benefits

$5-25

17%

Over

$750

$500-750

$250-500

10%

$100-250

26%

$25-50

14%

$50-100

21%

Interest Rate Risk Profile

Neutral risk positioning orientation.

–

Basically matched across maturity spectrum.

–

Balanced under 1-year gap, but note that assets

reset before liabilities.

Investment portfolio continues to be managed for

minimal credit and controlled convexity risk.

Deposit repricing lag, speed, and customer balance

behaviors expected to be primary drivers of uncertainty.

Experienced and Committed

Management Team

Experienced and Committed

Management Team

Stanford University, Bank of

America, EurekaBank

Peggy Hiraoka

Human Resources

Franklin Templeton, KeyCorp

Allen Gula

Chief Information

Officer

ABD, Minet, COMPRO

Dan R. Francis

Insurance Brokerage

Wells Fargo

Colleen M. Anderson

Community Banking

Wells Fargo, ATT Capital

Keith Wilton

Specialty Finance

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

2006 Accomplishments of Note

Continuation of solid and quality growth realized in specialty finance and

commercial insurance brokerage businesses.

–

Integration of insurance acquisition successfully completed.

–

Sustained brisk expansion of MATSCO and GBC franchises.

Repositioning of community bank asset portfolio proceeding in concert with

stated objectives.

–

Balanced migration from CRE to construction and commercial lending.

–

BDO initiative established.

Disciplined risk management.

–

Positive credit quality trends

–

Firm adherence to underwriting principles.

Redoubled focus on expense discipline.

–

Reduction in workforce undertaken to align resources and revenues.

–

Outsourcing of mainframe data processing effectively executed.

–

Procurement and facilities cost reduction actions in process to serve as

“funding source”

for prioritized technology initiatives.

Other Recent Developments

Reduced number of bank brands from twelve to eight.

–

Strategic

positioning

around

“natural”

regional

community banking

economic markets.

–

Including

coalescence

four

previously

unfocused

identities

the

Santa Clara Valley around single new regional brand.

Established de novo banking and loan production offices in Monterey

Peninsula, Oakland and Santa Rosa. New banking office to open in

Livermore in Q2 2007.

Engaged highly-regarded and widely-recognized strategic consulting firm in

late 2006 to conduct business unit-level strategy audit and to

refine/revise/redirect and rationalize unit-level strategic plans.

–

To assess current and prospective competitiveness and potential

source(s) of sustainable advantages.

–

To assist in capital deployment, prioritization, and potential

reinvestment elections.

–

Anticipate first phase project completion in Q2 2007.

Key Objectives for 2007

Drive top-line revenue growth.

–

Loan and deposit growth in targeted product types and client

profiles.

•

Emphasis on continued building of C&I, construction, and

specialty finance lending.

•

Focus on deposit franchise growth through expanded

banking clientele relationships and service quality

differentiation.

–

Continued insurance brokerage franchise development.

Improve operating cost efficiency

–

Rationalize responsibilities and structures.

–

Streamline administrative processes.

–

Leverage technology.

Maintain quality imperative in areas of credit, service, operations, and

control.

Guidance for 2007

Core

Loan

Growth

–

we expect core loan portfolio

growth in the high single digits.

Core Deposit Growth

–

we expect core deposit growth in

the low single digits.

Credit Quality

–

we expect full year net charge-offs to

range from 25 basis points to 35 basis points

of average

loans outstanding.

Net

Interest

Margin

–

we expect the full year margin level

in the 3.70% to 3.85% range.

–

Downward revision from prior guidance to reflect the

impact of anticipated issuance of trust preferred

securities and redemption of Series B preferred stock

as announced on 2/21/07.

Additional Insights

ABD

Revenue

Growth

–

we expect ABD revenue (excluding

potential acquisitions) to grow in the low single digit range

compared to actual 2006 results.

Normalized Operating Expenses

–

we anticipate a low single digit

decline in operating expenses compared to 2006 levels.

–

Reduced workforce size, procurement costs, and IT

processing expenses partially offset by relocation costs and

new business initiatives.

Loan Loss Provision

–

our provision level is model-driven, and is a

function of overall portfolio quality and trends. While not

predicting a point in time or value, our expectation is that our

long-

term provisioning should approximate our net charge-off rate plus

that required by normal asset portfolio growth.

Appendix –

Custom Peer Group

Appendix –

Custom Peer Group

Provident Bankshares Corp.

Republic Bancorp Inc.

Santander Bancorp

Sterling Financial Corp.

Susquehanna Bancshares,

Inc.

SVB Financial Group

Texas Regional Bancshares,

Inc.

Trustmark Corp.

UCBH Holdings, Inc.

UMB Financial Corp.

Westamerica Bancorporation

Whitney Holding Corp.

AMCORE Financial, Inc.

Bank of Hawaii Corp.

Cathay General Bancorp

Central Pacific Financial Corp.

Chittenden Corporation

Citizens Banking Corp.

CVB Financial Corp.

First Commonwealth Financial Corp.

First Midwest Bancorp, Inc.

First Republic Bank

FirstMerit Corp.

Old National Bancorp

Pacific Capital Bancorp