EXCHANGE AGENCY AGREEMENT July , 2005Exchange Agency Agreement • July 27th, 2005 • Greater Bay Bancorp • National commercial banks • Delaware
Greater Bay Bancorp, a California corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange any and all of its outstanding 5.125% Senior Notes, Series C, Due April 15, 2010 (the “Original Notes”) for its 5.125% Senior Notes, Series D, Due April 15, 2010 (the “Exchange Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated July , 2005 (as the same may be amended or supplemented from time to time, the “Prospectus”), to be distributed to all record holders of the Original Notes. The Original Notes and the Exchange Notes are collectively referred to herein as the “Securities.” Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
CERTIFICATED NOTEGreater Bay Bancorp • July 27th, 2005 • National commercial banks
THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF GREATER BAY BANCORP AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
