GREATER BAY BANCORP
GREATER BAY BANCORP 401(K) PROFIT SHARING PLAN
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>4
<FILENAME>dex108.txt
<DESCRIPTION>GREATER BAY BANCORP 401(K) PROFIT SHARING PLAN
<TEXT>
<PAGE>


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                                  Exhibit 10.8




                         GREATER BAY BANCORP 401(K) PLAN



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<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan


                            ADOPTION AGREEMENT # 005
               NONSTANDARDIZED CODE (S)401(k) PROFIT SHARING PLAN

     The undersigned, Greater Bay Bancorp ("Employer"), by executing this
                      -------------------
Adoption Agreement, elects to become a participating Employer in the Wells Fargo
                                                                     -----------
Bank, N.A. Defined Contribution Master Plan (basic plan document # 01 ) by
----------                                                        ----
adopting the accompanying Plan and Trust in full as if the Employer were a
signatory to that Agreement. The Employer makes the following elections granted
under the provisions of the Master Plan.

                                    ARTICLE I
                                   DEFINITIONS

     1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose (a)
          -------
or (b))

[_]  (a) A discretionary Trustee. See Section 10.03[A] of the Plan.

[X]  (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
     The Employer may not elect Option (b) if a Custodian executes the Adoption
     Agreement.]

     1.03 PLAN. The name of the Plan as adopted by the Employer is Greater Bay
          ----                                                     -----------
Bancorp 401(k) Plan.
--------------------

     1.07 EMPLOYEE. The following Employees are not eligible to participate in
          --------
the Plan: (Choose (a) or at least one of (b) through (g))

[X]  (a) No exclusions.

[_]  (b) Collective bargaining employees (as defined in Section 1.07 of the
     Plan). [Note: If the Employer excludes union employees from the Plan, the
     Employer must be able to provide evidence that retirement benefits were the
     subject of good faith bargaining.]

[_]  (c) Nonresident aliens who do not receive any earned income (as defined in
     Code (S)911(d)(2)) from the Employer which constitutes United States source
     income (as defined in Code (S)861(a)(3)).

[_]  (d) Commission Salesmen.

[_]  (e) Any Employee compensated on a salaried basis.

[_]  (f) Any Employee compensated on an hourly basis.

[_]  (g) (Specify) _________.

Leased Employees. Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (Choose (h) or (i))

[X]  (h) Not eligible to participate in the Plan.

[_]  (i) Eligible to participate in the Plan, unless excluded by reason of an
     exclusion classification elected under this Adoption Agreement Section
     1.07.

                                        1

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Greater Bay Bancorp 401(k) Plan


Related Employers. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

[_]  (j) No other related group member's Employees are eligible to participate
     in the Plan.

[X]  (k) The following nonparticipating related group member's Employees are
     eligible to participate in the Plan unless excluded by reason of an
     exclusion classification elected under this Adoption Agreement Section
     1.07: Cupertino National Bank, Mid-Peninsula Bank, Peninsula Bank of
           --------------------------------------------------------------
     Commerce, Bay Bank of Commerce, Coast Commercial Bank, Mt. Diablo National
     --------------------------------------------------------------------------
     Bank, Bank of Petaluma, Bay Area Bank, Bank of Santa Clara, Golden Gate
     -----------------------------------------------------------------------
     Bank and all subsidiaries.
     --------------------------

     1.12 COMPENSATION.
          ------------

Treatment of elective contributions. (Choose (a) or (b))

[X]  (a) "Compensation" includes elective contributions made by the Employer on
     the Employee's behalf.

[_]  (b) "Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least one of (d)
through (j))

[_]  (c) No modifications other than as elected under Options (a) or (b).

[_]  (d) The Plan excludes Compensation in excess of $ _____.

[X]  (e) In lieu of the definition in Section 1.12 of the Plan, Compensation
     means any earnings reportable as W-2 wages for Federal income tax
     withholding purposes, subject to any other election under this Adoption
     Agreement Section 1.12.

[_]  (f) The Plan excludes bonuses.

[_]  (g) The Plan excludes overtime.

[_]  (h) The Plan excludes Commissions.

[_]  (i) Compensation will not include Compensation from a related employer (as
     defined in Section 1.30 of the Plan) that has not executed a Participation
     Agreement in this Plan unless, pursuant to Adoption Agreement Section 1.07,
     the Employees of that related employer are eligible to participate in this
     Plan.

[_]  (j) (Specify) _____.

If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

Special definition for matching contributions. "Compensation" for purposes of
any matching contribution formula under Article III means: (Choose (k) or (l)
only if applicable)

[X]  (k) Compensation as defined in this Adoption Agreement Section 1.12.

[_]  (l) (Specify) _____.

                                        2

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                                                Greater Bay Bancorp 401(k) Plan


Special definition for salary reduction contributions. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

[X]  (m) No exceptions.

[_]  (n) If the Employee makes elective contributions to another plan maintained
     by the Employer, the Advisory Committee will determine the amount of the
     Employee's salary reduction contribution for the withholding period:
     (Choose (1) or (2))

     [_]  (1) After the reduction for such period of elective contributions to
          the other plan(s).

     [_]  (2) Prior to the reduction for such period of elective contributions
          to the other plan(s).

[_]  (o) (Specify) _____.


     1.17 PLAN YEAR/LIMITATION YEAR.
          -------------------------

Plan Year. Plan Year means: (Choose (a) or (b))

[X]  (a) The 12 consecutive month period ending every December 31.
                                                      ------------
[_]  (b) (Specify) _____.

Limitation Year. The Limitation Year is: (Choose (c) or (d))

[X]  (c) The Plan Year.

[_]  (d) The 12 consecutive month period ending every _____.

     1.18 EFFECTIVE DATE.
          --------------

New Plan. The "Effective Date" of the Plan is _____.

Restated Plan. The restated Effective Date is January 1, 2001.
                                              ----------------
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established January 1, 1988. [Note: See the Effective Date Addendum.]
                       ----------------

                                        3

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Greater Bay Bancorp 401(k) Plan


     1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: (Choose
          ---------------
(a) or (b))

[X]  (a) The actual method.

[_]  (b) The  ___ equivalency method, except:

     [_] (1) No exceptions.

     [_] (2) The actual method applies for purposes of: (Choose at least one)

         [_]  (a) Participation under Article II.

         [_]  (b) Vesting under Article V.

         [_]  (c) Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

     1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
          --------------------------------
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): Cupertino National
                                                            ------------------
Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce, Bay Bank of Commerce,
---------------------------------------------------------------------------
Coast Commercial Bank, Mt. Diablo National Bank, Bank of Petaluma, Bay Area
---------------------------------------------------------------------------
Bank, Bank of Santa Clara, Golden Gate Bank, Pacific Business Funding, and
--------------------------------------------------------------------------
Matsco Companies Incorporated and all subsidiaries. Such predecessor service
----------------------------------------------------------------------------
should be credited only for persons employed by the predecessor employer on the
-------------------------------------------------------------------------------
date it became a subsidiary of, or otherwise acquired by the Employer. Service
---------------------------------------------------------------------
with the designated predecessor employer(s) applies: (Choose at least one of (a)
or (b); (c) is available only in addition to (a) or (b))

[X]  (a) For purposes of participation under Article II.

[X]  (b) For purposes of vesting under Article V.

[_]  (c) Except the following Service: ____.

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A" in the first blank line. The Employer may attach a schedule to this
Adoption Agreement, in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service crediting
elections.]

                                        4

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                                                 Greater Bay Bancorp 401(k) Plan


     1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan
          -----------------
and also participates in a plan maintained by the leasing organization: (Choose
(a) or (b))

[_]  (a)  The Advisory Committee will determine the Leased Employee's allocation
     of Employer contributions under Article III without taking into account the
     Leased Employee's allocation, if any, under the leasing organization's
     plan.

[_]  (b)  The Advisory Committee will reduce the Leased Employee's allocation of
     Employer nonelective contributions (other than designated qualified
     nonelective contributions) under this Plan by the Leased Employee's
     allocation under the leasing organization's plan, but only to the extent
     that allocation is attributable to the Leased Employee's service provided
     to the Employer. The leasing organization's plan:

     [_]  (1) Must be a money purchase plan which would satisfy the definition
          under Section 1.31 of a safe harbor plan, irrespective of whether the
          safe harbor exception applies.

     [_]  (2) Must satisfy the features and, if a defined benefit plan, the
          method of reduction described in an addendum to this Adoption
          Agreement, numbered 1.31.

                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

     2.01 ELIGIBILITY.
          ------------

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c) is
optional as an additional election)

[X]  (a) Attainment of age 18 (specify age, not exceeding 21).

[_]  (b) Service requirement. (Choose one of (1) through (3))

     [_] (1) One Year of Service.

     [_] (2) ___ months (not exceeding 12) following the Employee's Employment
         Commencement Date.

     [_] (3) One Hour of Service.

[_]  (c) Special requirements for non-401(k) portion of plan. (Make elections
     under (1) and under (2))

         (1)  The requirements of this Option (c) apply to participation in:
              (Choose at least one of (a) through (c))

         [_]  (a) The allocation of Employer nonelective contributions and
              Participant forfeitures.

         [_]  (b) The allocation of Employer matching contributions (including
              forfeitures allocated as matching contributions).

         [_]  (c) The allocation of Employer qualified nonelective
              contributions.

         (2)  For participation in the allocations described in (1), the
         eligibility conditions are: (Choose at least one of (a) through (d))

         [_]  (a) ___ (one or two) Year(s) of Service, without an intervening
              Break in Service (as described in Section 2.03(A) of the Plan) if
              the requirement is two Years of Service.

         [_]  (b) ___ months (not exceeding 24) following the Employee's
              Employment Commencement Date.

                                        5

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Greater Bay Bancorp 401(k) Plan


               [_]  (c) One Hour of Service.

               [_]  (d) Attainment of age ___ (Specify age, not exceeding 21).

Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose (d),
(e) or (f))

[_]  (d) Semi-annual Entry Dates. The first day of the Plan Year and the first
     day of the seventh month of the Plan Year.

[_]  (e) The first day of the Plan Year.

[X]  (f) (Specify entry dates) The first day of each calendar month.
                               -------------------------------------

Time of Participation. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option (c)(1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (i))

[X]  (g) immediately following

[_]  (h) immediately preceding

[_]  (i) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date" selection in (d), (e) or (f). Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by the
earlier of: (1) the first day of the Plan Year beginning after the date the
Employee completes the age and service requirements of Code ss.410(a); or (2) 6
months after the date the Employee completes those requirements.]

Dual eligibility. The eligibility conditions of this Section 2.01 apply to:
(Choose (j) or (k))

[_]  (j) All Employees of the Employer, except: (Choose (1) or (2))

     [_]  (1) No exceptions.

     [_]  (2) Employees who are Participants in the Plan as of the Effective
          Date.

[X]  (k) Solely to an Employee employed by the Employer after December 31, 2000.
     If the Employee was employed by the Employer on or before the specified
     date, the Employee will become a Participant: (Choose (1), (2) or (3))

     [_]  (1) On the latest of the Effective Date, his Employment Commencement
          Date or the date he attains age ___ (not to exceed 21).

     [X]  (2) Under the eligibility conditions in effect under the Plan prior to
          the restated Effective Date. If the restated Plan required more than
          one Year of Service to participate, the eligibility condition under
          this Option (2) for participation in the Code ss.401(k) arrangement
          under this Plan is one Year of Service for Plan Years beginning after
          December 31, 1988. [For restated plans only]

     [_]  (3) (Specify) ___.

                                        6

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                                                 Greater Bay Bancorp 401(k) Plan


     2.02 YEAR OF SERVICE - PARTICIPATION.
          -------------------------------

Hours of Service. An Employee must complete: (Choose (a) or (b))

[_]  (a) 1,000 Hours of Service (applies to employees scheduled to work less
     than 20 hours per week)

[X]  (b)  0  Hours of Service
         ---

during an eligibility computation period to receive credit for a Year of
Service. [Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation period
described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

[_]  (c) The 12 consecutive month period beginning with each anniversary of an
     Employee's Employment Commencement Date.

[X]  (d) The Plan Year, beginning with the Plan Year which includes the first
     anniversary of the Employee's Employment Commencement Date.

     2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described
          ---------------------------------
in Section 2.03(B) of the Plan: (Choose (a) or (b))

[X]  (a) Does not apply to the Employer's Plan.

[_]  (b) Applies to the Employer's Plan.

     2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))
          ----------------------------

[X]  (a) Does not permit an eligible Employee or a Participant to elect not to
     participate.

[_]  (b) Does permit an eligible Employee or a Participant to elect not to
     participate in accordance with Section 2.06 and with the following rules:
     (Complete (1), (2), (3) and (4))

         (1)  An election is effective for a Plan Year if filed no later than
              ____.

         (2)  An election not to participate must be effective for at least
              _____ Plan Year(s).

         (3)  Following a re-election to participate, the Employee or
              Participant:

         [_]  (a) May not again elect not to participate for any subsequent
              Plan Year.

         [_]  (b) May again elect not to participate, but not earlier than the
              Plan Year following the Plan Year in which the re-election first
              was effective.

         (4)  (Specify) ___ [Insert "N/A" if no other rules apply].

                                        7

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Greater Bay Bancorp 401(k) Plan

                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

     3.01 AMOUNT.
          ------

Part I. [Options (a) through (g)] Amount of Employer's contribution. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))

[X]  (a)  Deferral contributions (Code (S)401(k) arrangement). (Choose (1) or
          (2) or both)

     [X]  (1) Salary reduction arrangement. The Employer must contribute the
          amount by which the Participants have reduced their Compensation for
          the Plan Year, pursuant to their salary reduction agreements on file
          with the Advisory Committee. A reference in the Plan to salary
          reduction contributions is a reference to these amounts.

     [X]  (2) Cash or deferred arrangement. The Employer will contribute
          on behalf of each Participant the portion of the Participant's
          proportionate share of the cash or deferred contribution which he has
          not elected to receive in cash. See Section 14.02 of the Plan. The
          Employer's cash or deferred contribution is the amount the Employer
          may from time to time deem advisable which the Employer designates as
          a cash or deferred contribution prior to making that contribution to
          the Trust.

[X]  (b)  Matching contributions. The Employer will make matching contributions
     in accordance with the formula(s) elected in Part II of this Adoption
     Agreement Section 3.01.

[X]  (c)  Designated qualified nonelective contributions. The Employer, in its
     sole discretion, may contribute an amount which it designates as a
     qualified nonelective contribution.

[X]  (d)  Nonelective contributions. (Choose any combination of (1) through (4))

     [X]  (1) Discretionary contribution. The amount (or additional amount) the
          Employer may from time to time deem advisable.

     [_]  (2) The amount (or additional amount) the Employer may from time to
          time deem advisable, separately determined for each of the following
          classifications of Participants: (Choose (a) or (b))

          [_] (a) Nonhighly Compensated Employees and Highly Compensated
                  Employees.

          [_] (b) (Specify classifications)__.

               Under this Option (2), the Advisory Committee will allocate the
               amount contributed for each Participant classification in
               accordance with Part II of Adoption Agreement Section 3.04, as if
               the Participants in that classification were the only
               Participants in the Plan.

     [_]  (3)  __% of the Compensation of all Participants under the Plan,
          determined for the Employer's taxable year for which it makes the
          contribution. [Note: The percentage selected may not exceed 15%.]

     [_]  (4)  __% of Net Profits but not more than $__.

[_]  (e)  Frozen Plan.  This Plan is a frozen Plan effective__. The Employer
          will not contribute to the Plan with respect to any period following
          the stated date.

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                                                 Greater Bay Bancorp 401(k) Plan

Net Profits. The Employer: (Choose (f) or (g))

[X]  (f)  Need not have Net Profits to make its annual contribution under this
     Plan.

[_]  (g)  Must have current or accumulated Net Profits exceeding $__ to make the
          following contributions: (Choose at least one)

     [_]  (1)  Cash or deferred contributions described in Option (a)(2).

     [_]  (2)  Matching contributions described in Option (b), except:__.

     [_]  (3)  Qualified nonelective contributions described in Option (c).

     [_]  (4)  Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. The term "Net Profits" specifically
excludes N/A. [Note: Enter "N/A" if no exclusions apply.]
         ---

If the Employer requires Net Profits for matching contributions and the Employer
does not have sufficient Net Profits under Option (g), it will reduce the
matching contribution under a fixed formula on a prorata basis for all
Participants. A Participant's share of the reduced contribution will bear the
same ratio as the matching contribution the Participant would have received if
Net Profits were sufficient bears to the total matching contribution all
Participants would have received if Net Profits were sufficient. If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement, each participating member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately determined
Net Profits, the aggregate Net Profits are insufficient to satisfy the matching
contribution liability. "Net Profits" includes both current and accumulated Net
Profits.

Part II. [Options (h) through (j)] Matching contribution formula. [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]

[X]  (h)  Amount of matching contributions. For each Plan Year, the Employer's
     matching contribution is: (Choose any combination of (1), (2), (3), (4)
     and (5))

     [X]  (1)  An amount equal to 62.50 % of each Participant's eligible
                                  ------
          contributions for the Plan Year.

     [_]  (2)  An amount equal to __% of each Participant's first tier of
          eligible contributions for the Plan Year, plus the following matching
          percentage(s) for the following subsequent tiers of eligible
          contributions for the Plan Year:__.

     [_]  (3)  Discretionary formula.

               [_] (i) An amount (or additional amount) equal to a matching
               percentage the Employer from time to time may deem advisable of
               the Participant's eligible contributions for  the Plan  Year.

               [ ] (ii) An amount (or additional amount) equal to a matching
               percentage the Employer from time to time may deem  advisable of
               each tier of the Participant's eligible contributions for the
               Plan Year.

     [_]  (4)  An amount equal to the following percentage of each Participant's
          eligible contributions for the Plan Year, based on the Participant's
          Years of Service:

                                        9

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Greater Bay Bancorp 401(k) Plan

                      Number of Years of Service         Matching Percentage
                      --------------------------         -------------------

                                 _____                     ______
                                 _____                     ______
                                 _____                     ______
                                 _____                     ______

          The Advisory Committee will apply this formula by determining Years of
Service as follows:__.

     [_]  (5)   A Participant's matching contributions may not: (Choose (a) or
          (b))

                [_]  (a)  Exceed__.

                [_]  (b)  Be less than__.

     Related Employers. If two or more related employers (as defined in Section
     1.30) contribute to this Plan, the related employers may elect different
     matching contribution formulas by attaching to the Adoption Agreement a
     separately completed copy of this Part II. Note: Separate matching
     contribution formulas create separate current benefit structures that must
     satisfy the minimum participation test of Code (S)401(a)(26).]

[X]  (i)  Definition of eligible contributions. Subject to the requirements of
     Option (j), the term "eligible contributions" means: (Choose any
     combination of (1) through (3))

     [X]  (1)  Salary reduction contributions.

     [X]  (2)  Cash or deferred contributions (including any part of the
          Participant's proportionate share of the cash or deferred contribution
          which the Employer defers without the Participant's election).

     [_]  (3)  Participant mandatory contributions, as designated in Adoption
           Agreement Section 4.01. See Section 14.04 of the Plan.

[X]  (j)  Amount of eligible contributions taken into account. When determining
     a Participant's eligible contributions taken into account under the
     matching contributions formula(s), the following rules apply: (Choose any
     combination of (1) through (4))

     [_]  (1)  The Advisory Committee will take into account all eligible
          contributions credited for the Plan Year.

     [X]  (2)  The Advisory Committee will disregard eligible contributions
          exceeding 8% of the Participant's Compensation.
                    --------------------------------------

     [_]  (3)  The Advisory Committee will treat as the first tier of eligible
          contributions, an amount not exceeding:__.
          The subsequent tiers of eligible contributions are:__.

     [_]  (4)  (Specify)__.

Part III. [Options (k) and (l)]. Special rules for Code (S)401(k) Arrangement.
(Choose (k) or (l), or both, as applicable)

[X]  (k)  Salary Reduction Agreements. The following rules and restrictions
     apply to an Employee's salary reduction agreement: (Make a selection under
     (1), (2), (3) and (4))

                                       10

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan

     (1)  Limitation on amount. The Employee's salary reduction contributions:
          (Choose (a) or at least one of (b) or (c))

     [_]  (a)  No maximum limitation other than as provided in the Plan.

     [X]  (b)  May not exceed 15 % of Compensation for the Plan Year, subject to
                             ----
               the annual additions limitation described in Part 2 of Article
               III and the 402(g) limitation described in Section 14.07 of the
               Plan.

     [_]  (c)  Based on percentages of Compensation must equal at least__.

     (2)  An Employee may revoke, on a prospective basis, a salary reduction
          agreement: (Choose (a), (b), (c) or (d))

     [_]  (a)  Once during any Plan Year but not later than __ of the Plan Year.


     [_]  (b)  As of any Plan Entry Date.

     [_]  (c)  As of the first day of any month.

     [X]  (d)  (Specify, but must be at least once per Plan Year) At any time.
                                                                 --------------

     (3)  An Employee who revokes his salary reduction agreement may file a new
     salary reduction agreement with an effective date: (Choose (a), (b), (c) or
     (d))

     [_]  (a)  No earlier than the first day of the next Plan Year.

     [_]  (b)  As of any subsequent Plan Entry Date.

     [X]  (c)  As of the first day of any month subsequent to the month in which
               he revoked an Agreement.

     [_]  (d)  (Specify, but must be at least once per Plan Year following the
               Plan Year of revocation)__.

     (4)  A Participant may increase or may decrease, on a prospective basis,
     his salary reduction percentage or dollar amount: (Choose (a), (b), (c) or
     (d))

     [_]  (a)  As of the beginning of each payroll period.

     [X]  (b)  As of the first day of each month.

     [_]  (c)  As of any Plan Entry Date.

     [_]  (d)  (Specify, but must permit an increase or a decrease at least
               once per Plan Year)__.

[X]  (l) Cash or deferred contributions. For each Plan Year for which the
     Employer makes a designated cash or deferred contribution, a Participant
     may elect to receive directly in cash not more than the following portion
     (or, if less, the 402(g) limitation described in Section 14.07 of the Plan)
     of his proportionate share of that cash or deferred contribution: (Choose
     (1) or (2))

     [X]  (1)  All or any portion.

     [_]  (2)  __%.

                                       11

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Greater Bay Bancorp 401(k) Plan

     3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate deferral
          -----------------------
contributions, matching contributions, qualified nonelective contributions and
nonelective contributions in accordance with Section 14.06 and the elections
under this Adoption Agreement Section 3.04.

Part I. [Options (a) through (d)]. Special Accounting Elections. (Choose
whichever elections are applicable to the Employer's Plan)

[X]  (a)  Matching Contributions Account. The Advisory Committee will allocate
     matching contributions to a Participant's: (Choose (1) or (2); (3) is
     available only in addition to (1))

     [X]  (1)  Regular Matching Contributions Account.

     [_]  (2)  Qualified Matching Contributions Account.

     [_]  (3)  Except, matching contributions under Option(s) of Adoption
          Agreement Section 3.01 are allocable to the Qualified Matching
          Contributions Account.

[X]  (b)  Special Allocation Dates for Salary Reduction Contributions. The
     Advisory Committee will allocate salary reduction contributions as of the
     Accounting Date and as of the following additional allocation dates: The
                                                                          ---
     last day of each Employer payroll period.
     ----------------------------------------

[X]  (c)  Special Allocation Dates for Matching Contributions. The Advisory
     Committee will allocate matching contributions as of the Accounting Date
     and as of the following additional allocation dates: The last day of each
                                                          --------------------
     Employer payroll period.
     -----------------------

[X]  (d)  Designated Qualified Nonelective Contributions - Definition of
     Participant. For purposes of allocating the designated qualified
     nonelective contribution, "Participant" means: (Choose (1) or (2))

     [_]  (1)  All Participants.

     [X]  (2)  Participants who are Nonhighly Compensated Employees for the Plan
          Year.

     [_]  (3)  (Specify)__.

Part II. Method of Allocation - Nonelective Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include any
exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)

[X]  (e)  Nonintegrated Allocation Formula. (Choose (1) or (2))

     [X]  (1)  The Advisory Committee will allocate the annual nonelective
     contributions in the same ratio that each Participant's Compensation for
     the Plan Year bears to the total Compensation of all Participants for the
     Plan Year.

     [_]  (2)  The Advisory Committee will allocate the annual nonelective
     contributions in the same ratio that each Participant's Compensation for
     the Plan Year bears to the total Compensation of all Participants for the
     Plan Year. For purposes of this Option (2), "Participant" means, in
     addition to a Participant who satisfies the requirements of Section 3.06
     for the Plan Year, any other Participant entitled to a top heavy minimum
     allocation

                                       12

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan

     under Section 3.04(B), but such Participant's allocation will not exceed 3%
     of his Compensation for the Plan Year.

[_]  (f)  Two-Tiered Integrated Allocation Formula - Maximum Disparity. First,
     the Advisory Committee will allocate the annual Employer nonelective
     contributions in the same ratio that each Participant's Compensation plus
     Excess Compensation for the Plan Year bears to the total Compensation plus
     Excess Compensation of all Participants for the Plan Year. The allocation
     under this paragraph, as a percentage of each Participant's Compensation
     plus Excess Compensation, must not exceed the applicable percentage (5.7%,
     5.4% or 4.3%) listed under the Maximum Disparity Table following Option
     (i).

     The Advisory Committee then will allocate any remaining nonelective
     contributions in the same ratio that each Participant's Compensation for
     the Plan Year bears to the total Compensation of all Participants for the
     Plan Year.

[_]  (g)  Three-Tiered Integrated Allocation Formula. First, the Advisory
     Committee will allocate the annual Employer nonelective contributions in
     the same ratio that each Participant's Compensation for the Plan Year bears
     to the total Compensation of all Participants for the Plan Year. The
     allocation under this paragraph, as a percentage of each Participant's
     Compensation may not exceed the applicable percentage (5.7%, 5.4% or 4.3%)
     listed under the Maximum Disparity Table following Option (i). Solely for
     purposes of the allocation in this first paragraph, "Participant" means, in
     addition to a Participant who satisfies the requirements of Section 3.06
     for the Plan Year. (Choose (1) or (2))

     [_]  (1)  No other Participant.

     [_]  (2)  Any other Participant entitled to a top heavy minimum allocation
          under Section 3.04(B), but such Participant's allocation under this
          Option (g) will not exceed 3% of his Compensation for the Plan Year.

     As a second tier allocation, the Advisory Committee will allocate the
     nonelective contributions in the same ratio that each Participant's Excess
     Compensation for the Plan Year bears to the total Excess Compensation of
     all Participants for the Plan Year. The allocation under this paragraph, as
     a percentage of each Participant's Excess Compensation, may not exceed the
     allocation percentage in the first paragraph.

     Finally, the Advisory Committee will allocate any remaining nonelective
     contributions in the same ratio that each Participant's Compensation for
     the Plan Year bears to the total Compensation of all Participants for the
     Plan Year.

[_]  (h)  Four-Tiered Integrated Allocation Formula. First, the Advisory
     Committee will allocate the annual Employer nonelective contributions in
     the same ratio that each Participant's Compensation for the Plan Year bears
     to the total Compensation of all Participants for the Plan Year, but not
     exceeding 3% of each Participant's Compensation. Solely for purposes of
     this first tier allocation, a "Participant" means, in addition to any
     Participant who satisfies the requirements of Section 3.06 for the Plan
     Year, any other Participant entitled to a top heavy minimum allocation
     under Section 3.04(B) of the Plan.

     As a second tier allocation, the Advisory Committee will allocate the
     nonelective contributions in the same ratio that each Participant's Excess
     Compensation for the Plan Year bears to the total Excess Compensation of
     all Participants for the Plan Year, but not exceeding 3% of each
     Participant's Excess Compensation.

     As a third tier allocation, the Advisory Committee will allocate the annual
     Employer contributions in the same ratio that each Participant's
     Compensation plus Excess Compensation for the Plan Year bears to the total
     Compensation plus Excess Compensation of all Participants for the Plan
     Year. The allocation under this paragraph, as a percentage of each
     Participant's Compensation plus Excess Compensation, must not exceed the
     applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum
     Disparity Table following Option (i).

                                       13

<PAGE>

Greater Bay Bancorp 401(k) Plan

     The Advisory Committee then will allocate any remaining nonelective
     contributions in the same ratio that each Participant's Compensation for
     the Plan Year bears to the total Compensation of all Participants for the
     Plan Year.

[_]  (i)  Excess Compensation. For purposes of Option (f), (g) or (h), "Excess
     Compensation" means Compensation in excess of the following Integration
     Level: (Choose (1) or (2))

     [_]  (1)  ___% (not exceeding 100%) of the taxable wage base, as determined
          under Section 230 of the Social Security Act, in effect on the first
          day of the Plan Year: (Choose any combination of (a) and (b) or choose
          (c))

          [_]  (a) Rounded to __(but not exceeding the taxable wage base).

          [_]  (b) But not greater than $__.

          [_]  (c) Without any further adjustment or limitation.

     [_]  (2)  $__ [Note: Not exceeding the taxable wage base for the Plan Year
          in which this Adoption Agreement first is effective.]

Maximum Disparity Table. For purposes of Options (f), (g) and (h), the
applicable percentage is:

<TABLE>
<CAPTION>
      Integration Level (as                   Applicable Percentages for      Applicable Percentages
percentage of taxable wage base)               Option (f) or Option (g)           for Option (h)
--------------------------------               ------------------------           --------------
<S>                                           <C>                             <C>
100%                                                       5.7%                         2.7%

More than 80% but less than 100%                           5.4%                         2.4%

More than 20% (but not less than $10,001)
and not more than 80%                                      4.3%                         1.3%

20% (or $10,000, if greater) or less                       5.7%                         2.7%
</TABLE>

[_]  (j)  Allocation offset. The Advisory Committee will reduce a Participant's
     allocation otherwise made under Part II of this Section 3.04 by the
     Participant's allocation under the following qualified plan(s) maintained
     by the Employer:__.

     The Advisory Committee will determine this allocation reduction: (Choose
(1) or (2))

     [_]  (1)  By treating the term "nonelective contribution" as including all
          amounts paid or accrued by the Employer during the Plan Year to the
          qualified plan(s) referenced under this Option (j). If a Participant
          under this Plan also participates in that other plan, the Advisory
          Committee will treat the amount the Employer contributes for or during
          a Plan Year on behalf of a particular Participant under such other
          plan as an amount allocated under this Plan to that Participant's
          Account for that Plan Year. The Advisory Committee will make the
          computation of allocation required under the immediately preceding
          sentence before making any allocation of nonelective contributions
          under this Section 3.04.

     [_]  (2)  In accordance with the formula provided in an addendum to this
          Adoption Agreement, numbered 3.04(j).

Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (k) or (l))

                                       14

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan

[X]  (k) The Employer will make any necessary additional contribution to the
     Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

[_]  (l) The Employer will satisfy the top heavy minimum allocation under the
     following plan(s) it maintains: ___. However, the Employer will make any
     necessary additional contribution to satisfy the top heavy minimum
     allocation for an Employee covered only under this Plan and not under the
     other plan(s) designated in this Option (l). See Section 3.04(B)(7)(b) of
     the Plan.

If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code (S)416.

Related employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each Participant in the Plan, in accordance with the elections in this
Adoption Agreement Section 3.04: (Choose (m) or (n))

[X]  (m) Without regard to which contributing related group member employs the
     Participant.

[_]  (n) Only to the Participants directly employed by the contributing
     Employer. If a Participant receives Compensation from more than one
     contributing Employer, the Advisory Committee will determine the
     allocations under this Adoption Agreement Section 3.04 by prorating among
     the participating Employers the Participant's Compensation and, if
     applicable, the Participant's Integration Level under Option (i).

     3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required
          ---------------------
under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

[_]  (a) As an Employer nonelective contribution for the Plan Year in which the
     forfeiture occurs, as if the Participant forfeiture were an additional
     nonelective contribution for that Plan Year.

[X]  (b) To reduce the Employer matching contributions and nonelective
     contributions for the Plan Year: (Choose (1) or (2))

     [X] (1) in which the forfeiture occurs.

     [_] (2) immediately following the Plan Year in which the forfeiture occurs.

[_]  (c) To the extent attributable to matching contributions: (Choose (1), (2)
     or (3))

     [_] (1) In the manner elected under Options (a) or (b).

     [_] (2) First to reduce Employer matching contributions for the Plan Year:
         (Choose (a) or (b))

         [_] (a) in which the forfeiture occurs,

         [_] (b) immediately following the Plan Year in which the forfeiture
                 occurs, then as elected in Options (a) or
                        (b).

     [_] (3) As a discretionary matching contribution for the Plan Year in which
             the forfeiture occurs, in lieu of the manner elected under Options
             (a) or (b).

[_]  (d) First to reduce the Plan's ordinary and necessary administrative
     expenses for the Plan Year and then will allocate any remaining forfeitures
     in the manner described in Options (a), (b) or (c), whichever applies. If
     the Employer elects Option (c), the forfeitures used to reduce Plan
     expenses: (Choose (1) or (2))

                                       15

<PAGE>

Greater Bay Bancorp 401(k) Plan

     [_]  (1)  relate proportionately to forfeitures described in Option (c) and
          to forfeitures described in Options (a) or (b).

     [_]  (2)  relate first to forfeitures described in Option ___.

Allocation of forfeited excess aggregate contributions. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (Choose (e), (f) or (g))

[X]  (e)  To reduce Employer matching contributions for the Plan Year: (Choose
     (1) or (2))

     [X]  (1)  in which the forfeiture occurs.

     [_]  (2)  immediately following the Plan Year in which the forfeiture
               occurs.

[_]  (f)  As Employer discretionary matching contributions for the Plan Year in
          which forfeited, except the Advisory Committee will not allocate these
          forfeitures to the Highly Compensated Employees who incurred the
          forfeitures.

[_]  (g)  In accordance with Options (a) through (d), whichever applies, except
          the Advisory Committee will not allocate these forfeitures under
          Option (a) or under Option (c)(3) to the Highly Compensated Employees
          who incurred the forfeitures.

     3.06 ACCRUAL OF BENEFIT.
          ------------------

Compensation taken into account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
by taking into account: (Choose (a) or (b))

[X]  (a)  The Employee's Compensation for the entire Plan Year.

[_]  (b)  The Employee's Compensation for the portion of the Plan Year in which
     the Employee actually is a Participant in the Plan.

Accrual Requirements. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions described in the
following elections: (Choose (c), or at least one of (d) through (f))

[_]  (c)  Safe harbor rule. If the Participant is employed by the Employer on
     the last day of the Plan Year, the Participant must complete at least one
     Hour of Service for that Plan Year. If the Participant is not employed by
     the Employer on the last day of the Plan Year, the Participant must
     complete at least 501 Hours of Service during the Plan Year.

[X]  (d)  Hours of Service condition. The Participant must complete the
     following minimum number of Hours of Service during the Plan Year: (Choose
     at least one of (1) through (5))

     [X]  (1)  1,000 Hours of Service.

     [_]  (2)  (Specify, but the number of Hours of Service may not exceed
          1,000) ___.

     [X]  (3)  No Hour of Service requirement if the Participant terminates
          employment during the Plan Year on account of: (Choose (a), (b) or
          (c))

          [X]  (a)  Death.

                                       16

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan

          [X] (b) Disability.

          [X] (c) Attainment of Normal Retirement Age in the current Plan Year
or in a prior Plan Year.

     [_]  (4)  ___ Hours of Service (not exceeding 1,000) if the Participant
          terminates employment with the Employer during the Plan Year, subject
          to any election in Option (3).

     [X]  (5)  No Hour of Service requirement for an allocation of the
          following contributions: Salary reduction contributions and matching
                                   -------------------------------------------
          contributions.
          --------------

[X]  (e)  Employment condition. The Participant must be employed by the Employer
     on the last day of the Plan Year, irrespective of whether he satisfies any
     Hours of Service condition under Option (d), with the following exceptions:
     (Choose (1) or at least one of (2) through (5))

     [_]  (1)  No exceptions.

     [X]  (2)  Termination of employment because of death.

     [X]  (3)  Termination of employment because of disability.

     [X]  (4)  Termination of employment following attainment of Normal
          Retirement Age.

     [X]  (5)  No employment condition for the following contributions: Salary
                                                                        ------
          reduction contributions and matching contributions.
          ---------------------------------------------------

[_]  (f)  (Specify other conditions, if applicable): ___.

Suspension Accrual Requirements. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

[X]  (g)  Applies to the Employer's Plan.

[_]  (h)  Does not apply to the Employer's Plan.

[_]  (i)  Applies in modified form to the Employer's Plan, as described in an
     addendum to this Adoption Agreement, numbered Section 3.06(E).

Special accrual requirements for matching contributions. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory Committee, unless otherwise specified in Option (l), will apply any
Hours of Service condition by dividing the required Hours of Service on a
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions described in this Adoption Agreement
Section 3.06 will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s): (Choose (j) or at least one of (k) or
(l))

[X]  (j)  No additional conditions.

[_]  (k)  The Participant is not a Highly Compensated Employee for the Plan
     Year. This Option (k) applies to: (Choose (1) or (2))

     [_]  (1)  All matching contributions.

     [_]  (2)  Matching contributions described in Option(s) ___ of Adoption
          Agreement Section 3.01.

                                       17

<PAGE>

Greater Bay Bancorp 401(k) Plan

[_]  (l)  (Specify) ___.

     3.15 MORE THAN ONE PLAN LIMITATION. If the  provisions of Section 3.15
          ------------------------------
apply,  the Excess Amount  attributed to this Plan equals: (Choose (a), (b) or
(c))

[X]  (a)  The product of:

          (1)  the total Excess Amount allocated as of such date (including any
          amount which the Advisory Committee would have allocated but for the
          limitations of Code ss.415), times

          (2)  the ratio of (1) the amount allocated to the Participant as of
          such date under this Plan divided by (2) the total amount allocated as
          of such date under all qualified defined contribution plans
          (determined without regard to the limitations of Code ss.415).

[_]  (b)  The total Excess Amount.

[_]  (c)  None of the Excess Amount.

     3.18 DEFINED BENEFIT PLAN LIMITATION.
          -------------------------------

Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

[X]  (a)  Does not apply to the Employer's Plan because the Employer does
     not maintain and never has maintained a defined benefit plan covering any
     Participant in this Plan.

[_]  (b)  Applies to the Employer's Plan. To the extent necessary to satisfy
     the limitation under Section 3.18, the Employer will reduce: (Choose (1) or
     (2))

     [_]  (1)  The Participant's projected annual benefit under the defined
          benefit plan under which the Participant participates.

     [_]  (2)  Its contribution or allocation on behalf of the Participant to
          the defined contribution plan under which the Participant participates
          and then, if necessary, the Participant's projected annual benefit
          under the defined benefit plan under which the Participant
          participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

Coordination with top heavy minimum allocation. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (Choose (c) or at least one of (d) or (e))

[_]  (c)  No modifications.

[_]  (d)  For Non-Key Employees participating only in this Plan, the top heavy
     minimum allocation is the minimum allocation described in Section 3.04(B)
     determined by substituting __% (not less than 4%) for 3%," except: (Choose
     (1) or (2))

     [_]  (1)  No exceptions.

     [_]  (2)  Plan Years in which the top heavy ratio exceeds 90%.

[_]  (e)  For Non-Key Employees also participating in the defined benefit plan,
     the top heavy minimum is: (Choose (1) or (2))

                                       18

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan

     [_]  (1)  5% of Compensation (as determined under Section 3.04(B) of the
          Plan) irrespective of the contribution  ate of any Key Employee,
          except: (Choose (i) or (ii))

          [_]  (a)  No exceptions.

          [_]  (b)  Substituting "7 1/2%" for "5%" if the top heavy ratio does
               not exceed 90%.

     [_]  (2)  0%. [Note: The Employer may not select this Option (2) unless the
          defined benefit plan satisfies the top heavy minimum benefit
          requirements of Codess.416 for these Non-Key Employees.]

Actuarial Assumptions for Top Heavy Calculation. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan: .

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code ss.416,
the Employer must provide the appropriate provisions in an addendum to this
Adoption Agreement.

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

     4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or (b);
          ----------------------------------------
(c) is available only with (b))


[X]  (a)  Does not permit Participant nondeductible contributions.

[_]  (b)  Permits Participant nondeductible contributions, pursuant to Section
     14.04 of the Plan.

[_]  (c)  The following portion of the Participant's nondeductible contributions
     for the Plan Year are mandatory contributions under Option (i)(3) of
     Adoption Agreement Section 3.01: (Choose (1) or (2))

     [_]  (1)  The amount which is not less than: ___.

     [_]  (2)  The amount which is not greater than: ___.

Allocation dates. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (Choose (d) or (e))

[_]  (d)  No other allocation dates.

[_]  (e)  (Specify) ___.

As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period. Unless otherwise
specified in (e), a nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after that allocation
period ends.

     4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to the
          --------------------------------------------------
restrictions of Article VI, the following distribution options apply to a
Participant's Mandatory Contributions Account, if any, prior to his Separation
from Service: (Choose (a) or at least one of (b) through (d))

[_]  (a)  No distribution options prior to Separation from Service.

[_]  (b)  he same distribution options applicable to the Deferral
     Contributions Account prior to the Participant's Separation from Service,
     as elected in Adoption Agreement Section 6.03.

                                       19

<PAGE>

Greater Bay Bancorp 401(k) Plan

[_]  (c)  Until he retires, the Participant has a continuing election to receive
     all or any portion of his Mandatory Contributions Account if: (Choose (1)
     or at least one of (2) through (4))

     [_]  (1)  No conditions.

     [_]  (2)  The mandatory contributions have accumulated for at least Plan
     Years since the Plan Year for which contributed.

     [_]  (3)  The Participant suspends making nondeductible contributions for a
     period of ___ months.

     [_]  (4)  (Specify) ___.

[_]  (d)  (Specify) ___.

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

     5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (Choose
          -----------------
(a) or (b))

[X]  (a)   65 [State age, but may not exceed age 65].
          ---

[_]  (b)  The later of the date the Participant attains ___ years of age or the
     ___ anniversary of the first day of the Plan Year in which the Participant
     commenced participation in the Plan. [The age selected may not exceed age
     65 and the anniversary selected may not exceed the 5th.]

     5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
          -------------------------------
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

[_]  (a)  Does not apply.

[X]  (b)  Applies to death.

[X]  (c)  Applies to disability.

     5.03 VESTING SCHEDULE.
          ----------------

Deferral Contributions Account/Qualified Matching Contributions
Account/Qualified Nonelective Contributions Account/Mandatory Contributions
Account. A Participant has a 100% Nonforfeitable interest at all times in his
Deferral Contributions Account, his Qualified Matching Contributions Account,
his Qualified Nonelective Contributions Account and in his Mandatory
Contributions Account.

Regular Matching Contributions Account/Employer Contributions Account. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

[_]  (a)  Immediate vesting. 100% Nonforfeitable at all times. [Note: The
     Employer must elect Option (a) if the eligibility conditions under Adoption
     Agreement Section 2.01(c) require 2 years of service or more than 12 months
     of employment.]

[X]  (b)  Graduated Vesting Schedules.

                                       20

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan

          Top Heavy Schedule                    Non Top Heavy Schedule
              (Mandatory)                             (Optional)

          Years of       Nonforfeitable         Years of      Nonforfeitable
          Service          Percentage           Service         Percentage
          -------          ----------           -------         ----------

          Less than 1               0%          Less than 1             __%
              1                    25%              1                   __%
              2                    50%              2                   __%
              3                    75%              3                   __%
              4                   100%              4                   __%
              5                   100%              5                   __%
          6 or more               100%              6                   __%
                                                 7 or more             100%

[_]  (c)  Special vesting election for Regular Matching Contributions Account.
     In lieu of the election under Options (a) or (b), the Employer elects the
     following vesting schedule for a Participant's Regular Matching
     Contributions Account: (Choose (1) or (2))

     [_]  (1)  100% Nonforfeitable at all times.

     [_]  (2)  In accordance with the vesting schedule described in the addendum
     to this Adoption Agreement, numbered 5.03(c). [Note: If the Employer elects
     this Option (c)(2), the addendum must designate the applicable vesting
     schedule(s) using the same format as used in Option (b).]

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Codess.416. The Employer, at its option, may complete a
Non Top Heavy Schedule. The Non Top Heavy Schedule must satisfy
Codess.411(a)(2). Also see Section 7.05 of the Plan.]

[_]  (d)  The Top Heavy Schedule under Option (b) (and, if applicable, under
     Option (c)(2)) applies: (Choose (1) or (2))

     [_]  (1)  Only in a Plan Year for which the Plan is top heavy.

     [_]  (2)  In the Plan Year for which the Plan first is top heavy and then
          in all subsequent Plan Years. [Note: The Employer may not elect Option
          (d) unless it has completed a Non Top Heavy Schedule.]

Minimum vesting. (Choose (e) or (f))

[X]  (e)  The Plan does not apply a minimum vesting rule.

[_]  (f)  A Participant's Nonforfeitable Accrued Benefit will never be less than
     the lesser of $ or his entire Accrued Benefit, even if the application of a
     graduated vesting schedule under Options (b) or (c) would result in a
     smaller Nonforfeitable Accrued Benefit.

Life Insurance Investments. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))

[X]  (g)  Subject to the vesting election under Options (a), (b) or (c).

[_]  (h)  100% Nonforfeitable at all times, irrespective of the vesting election
     under Options (b) or (c)(2).

                                       21

<PAGE>

Greater Bay Bancorp 401(k) Plan

     5.04   CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION
            --------------------------------------------------------------------
OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section
----------------------------
5.04(C) of the Plan: (Choose (a) or (b))

[_]  (a)    Does not apply.

[X]  (b)    Will apply to  determine the timing of forfeitures for 0% vested
     Participants. A Participant is not a 0% vested Participant if he has a
     Deferral Contributions Account.

     5.06   YEAR OF SERVICE - VESTING.
            -------------------------

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

[X]  (a)    Plan Years.

[_]  (b)    Employment Years. An Employment Year is the 12 consecutive month
     period measured from the Employee's Employment Commencement Date and each
     successive 12 consecutive month period measured from each anniversary of
     that Employment Commencement Date.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

[X]  (c)    1,000 Hours of Service.

[_]  (d)    __ Hours of Service. [Note: The Hours of Service requirement may
     not exceed 1,000.]

     5.08   INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
            -----------------------------------
excludes the following Years of Service:  (Choose (a) or at least one of (b)
through (e))

[X]  (a)    None other than as specified in Section 5.08(a) of the Plan.

[_]  (b)    Any Year of Service before the Participant attained the age of _.
     [Note: The age selected may not exceed age 18.]

[_]  (c)    Any Year of Service during the period the Employer did not maintain
     this Plan or a predecessor plan.

[_]  (d)    Any Year of Service before a Break in Service if the number of
     consecutive Breaks in Service equals or exceeds the greater of 5 or the
     aggregate number of the Years of Service prior to the Break. This exception
     applies only if the Participant is 0% vested in his Accrued Benefit derived
     from Employer contributions at the time he has a Break in Service.
     Furthermore, the aggregate number of Years of Service before a Break in
     Service do not include any Years of Service not required to be taken into
     account under this exception by reason of any prior Break in Service.

[_]  (e)    Any Year of Service earned prior to the effective date of ERISA
     if the Plan would have disregarded that Year of Service on account of an
     Employee's Separation from Service under a Plan provision in effect and
     adopted before January 1, 1974.

                                       22

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

Code (S)411(d)(6) Protected Benefits. The elections under this Article VI may
not eliminate Code (S)411(d)(6) protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

     6.01   TIME OF PAYMENT OF ACCRUED BENEFIT.
            ----------------------------------

Distribution date. A distribution date under the Plan means any day the New York
                                                            --------------------
Stock Exchange and the Trustee are open and conducting business . [Note: The
----------------------------------------------------------------
Employer must specify the appropriate date(s). The specified distribution dates
primarily establish annuity starting dates and the notice and consent periods
prescribed by the Plan. The Plan allows the Trustee an administratively
practicable period of time to make the actual distribution relating to a
particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c)
(d) or (e))

[_]  (a)    __ of the __ Plan Year beginning after the Participant's Separation
     from Service.

[X]  (b)    The first administratively feasible distribution date following the
     Participant's Separation from Service.

[_]  (c)    __ of the Plan Year after the Participant incurs __ Break(s) in
     Service (as defined in Article V).

[_]  (d)    __ following the Participant's attainment of Normal Retirement Age,
     but not earlier than days following his Separation from Service.

[_]  (e)    (Specify) __.

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under Section
6.03.

Disability. The distribution date, subject to Section 6.01(A)(3), is: (Choose
(f), (g) or (h))

[_]  (f)    __ after the Participant terminates employment because of
disability.

[X]  (g)    The same as if the Participant had terminated employment without
disability.

[_]  (h)    (Specify) __.

Hardship. (Choose (i) or (j))

[X]  (i)    The Plan does not permit a hardship distribution to a Participant
     who has separated from Service.

[_]  (j)    The Plan permits a hardship distribution to a Participant who has
     separated from Service in accordance with the hardship distribution policy
     stated in: (Choose (1), (2) or (3))

     [_]    (1)    Section 6.01(A)(4) of the Plan.

     [_]    (2)    Section 14.11 of the Plan.

     [_]    (3)    The addendum to this Adoption Agreement, numbered Section
            6.01.

                                       23

<PAGE>

Greater Bay Bancorp 401(k) Plan

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

[X]  (k)    Treats the default as a distributable event. The Trustee, at the
     time of the default, will reduce the Participant's Nonforfeitable Accrued
     Benefit by the lesser of the amount in default (plus accrued interest) or
     the Plan's security interest in that Nonforfeitable Accrued Benefit. To the
     extent the loan is attributable to the Participant's Deferral Contributions
     Account, Qualified Matching Contributions Account or Qualified Nonelective
     Contributions Account, the Trustee will not reduce the Participant's
     Nonforfeitable Accrued Benefit unless the Participant has separated from
     Service or unless the Participant has attained age 59 1/2.

[_]  (l)    Does not treat the default as a distributable event. When an
     otherwise distributable event first occurs pursuant to Section 6.01 or
     Section 6.03 of the Plan, the Trustee will reduce the Participant's
     Nonforfeitable Accrued Benefit by the lesser of the amount in default (plus
     accrued interest) or the Plan's security interest in that Nonforfeitable
     Accrued Benefit.

[_]  (m)    (Specify) __.

     6.02   METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory  Committee will
            ------------------------------------
apply Section 6.02 of the Plan with the following modifications: (Choose (a) or
at least one of (b), (c), (d) and (e))

[X]  (a)    No modifications.

[_]  (b)    Except as required under Section 6.01 of the Plan, a lump sum
     distribution is not available: __.


[_]  (c)    An installment distribution: (Choose (1) or at least one of (2) or
     (3))

     [_]    (1)    Is not available under the Plan.

     [_]    (2)    May not exceed the lesser of __ years or the maximum period
            permitted under Section 6.02.

     [_]    (3)    (Specify) __.

[_]  (d)    The Plan permits the following annuity options: __.

     Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
6.04(E). [Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(d).]

[_]  (e)    If the Plan invests in qualifying Employer securities, as described
     in Section 10.03(F), a Participant eligible to elect distribution under
     Section 6.03 may elect to receive that distribution in Employer securities
     only in accordance with the provisions of the addendum to this Adoption
     Agreement, numbered 6.02(e).

     6.03   BENEFIT PAYMENT ELECTIONS.
            -------------------------

Participant Elections After Separation from Service. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

[_]  (a)    As of any distribution date, but not earlier than  __ of the __ Plan
     Year beginning after the Participant's Separation from Service.

[X]  (b)    As of the following date(s): (Choose at least one of Options (1)
     through (6))

                                       24

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan

     [_]    (1)    Any distribution date after the close of the Plan Year in
            which the Participant attains Normal Retirement Age.

     [X]    (2)    Any distribution date following his Separation from Service
            with the Employer.

     [_]    (3)    Any distribution date in the __ Plan Year(s) beginning after
            his Separation from Service.

     [_]    (4)    Any distribution date in the Plan Year after the Participant
            incurs __ Break(s) in Service (as defined in Article V).

     [_]    (5)    Any distribution date following attainment of age and
            completion of at least Years of Service (as defined in Article V).

     [_]    (6)    (Specify) __.

[_]  (c)    (Specify) __.

     The distribution events described in the election(s) made under Options
(a), (b) or (c) apply equally to all Accounts maintained for the Participant
unless otherwise specified in Option (c).

Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service. (Choose (d) or at least one of (e)
through (h))

[_]  (d)    No distribution options prior to Separation from Service.

[X]  (e)    Attainment of Specified Age. Until he retires, the Participant has a
     continuing election to receive all or any portion of his Nonforfeitable
     interest in these Accounts after he attains: (Choose (1) or (2))

     [_]    (1)    Normal Retirement Age.

     [X]    (2)    59 1/2  years of age and is at least  100 %  vested in these
                   -------                              -----
            Accounts. [Note: If the percentage is less than 100%, see the
            special vesting formula in Section 5.03.]

[_]  (f)    After a Participant has participated in the Plan for a period of
     not less than __ years and he is 100% vested in these Accounts, until he
     retires, the Participant has a continuing election to receive all or any
     portion of the Accounts. [Note: The number in the blank space may not be
     less than 5.]

[X]  (g)    Hardship. A Participant may elect a hardship distribution prior to
     his Separation from Service in accordance with the hardship distribution
     policy: (Choose (1), (2) or (3); (4) is available only as an additional
     option)

     [_]    (1)    Under Section 6.01(A)(4) of the Plan.

     [X]    (2)    Under Section 14.11 of the Plan.

     [_]    (3)    Provided in the addendum to this Adoption Agreement, numbered
            Section 6.03.

     [_]    (4)    In no event may a Participant receive a hardship distribution
            before he is at least __% vested in these Accounts. [Note: If the
            percentage in the blank is less than 100%, see the special vesting
            formula in Section 5.03.]

[_]  (h)    (Specify) __.

                                       25

<PAGE>


Greater Bay Bancorp 401(k) Plan


[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(3) or (h) of this Adoption
Agreement Section 6.03.]

Participant Elections Prior to Separation from Service - Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service. (Choose (i) or at least one of (j)
through (l))

[_]  (i) No distribution options prior to Separation from Service.

[X]  (j) Until he retires, the Participant has a continuing election to receive
     all or any portion of these Accounts after he attains: (Choose (1) or (2))

     [_]  (1) The later of Normal Retirement Age or age 59 1/2.

     [X]  (2) Age 59 1/2 (at least 59 1/2).
                  ------

[X]  (k) Hardship. A Participant, prior to this Separation from Service, may
     elect a hardship distribution from his Deferral Contributions Account in
     accordance with the hardship distribution policy under Section 14.11 of the
     Plan.

[_]  (l) (Specify) ___. [Note: Option (l) may not permit in service
     distributions prior to age 59 1/2 (other than hardship) and may not modify
     the hardship policy described in Section 14.11.]

Sale of trade or business/subsidiary. If the Employer sells substantially all of
the assets (within the meaning of Code (S)409(d)(2)) used in a trade or business
or sells a subsidiary (within the meaning of Code (S)409(d)(3)), a Participant
who continues employment with the acquiring corporation is eligible for
distribution from his Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions Account: (Choose
(m) or (n))

[_]  (m) Only as described in this Adoption Agreement Section 6.03 for
     distributions prior to Separation from Service.

[X]  (n) As if he has a Separation from Service. After March 31, 1988, a
     distribution authorized solely by reason of this Option (n) must constitute
     a lump sum distribution, determined in a manner consistent with Code
     (S)401(k)(10) and the applicable Treasury regulations.

     6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
          ------------------------------------------------------------
annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[X]  (a) Apply only to a Participant described in Section 6.04(E) of the Plan
     (relating to the profit sharing exception to the joint and survivor
     requirements).

[_]  (b) Apply to all Participants.

                                   ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

     9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
          ---------------------------------------
a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

                                       26

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan


[X]  (a) 0  % per annum. [Note: The percentage may equal 0%.]
        ---

[_]  (b) The 90 day Treasury bill rate in effect at the beginning of the current
     valuation period.

[_]  (c) (Specify) ___.

     9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
          -------------------------------------------------------
Section 14.12, to determine the allocation of net income, gain or loss:
(Complete only those items, if any, which are applicable to the Employer's Plan)

[X]  (a) For salary reduction contributions, the Advisory Committee will:
     (Choose (1), (2), (3), (4) or (5))

          [X] (1) Apply Section 9.11 without modification.

          [_]  (2) Use the segregated account approach described in Section
               14.12.

          [_]  (3) Use the weighted average method described in Section 14.12,
               based on a  ___ weighting period.

          [_]  (4) Treat as part of the relevant Account at the beginning of the
               valuation period ___% of the salary reduction contributions:
               (Choose (a) or (b))

               [_]  (a) made during that valuation period.

               [_]  (b) made by the following specified time: ____.

          [_]  (5) Apply the allocation method described in the addendum to this
               Adoption Agreement numbered 9.11(a).

[X]  (b) For matching contributions, the Advisory Committee will: (Choose (1),
     (2) (3) or (4))

     [X]  (1) Apply Section 9.11 without modification.

     [_]  (2) Use the weighted average method described in Section 14.12, based
          on a ___ weighting period.

     [_]  (3) Treat as part of the relevant Account at the beginning of the
          valuation period ___% of the matching contributions allocated during
          the valuation period.

     [_]  (4) Apply the allocation method described in the addendum to this
          Adoption Agreement numbered 9.11(b).

[X]  (c) For Participant nondeductible contributions, the Advisory Committee
     will: (Choose (1), (2), (3) or (4))

     [X]  (1) Apply Section 9.11 without modification.

     [_]  (2) Use the segregated account approach described in Section 14.12.

     [_]  (3) Use the weighted average method described in Section 14.12, based
          on a ____ weighting period.

     [_]  (4) Treat as part of the relevant Account at the beginning of the
          valuation period ___% of the Participant nondeductible contributions:
          (Choose (a) or (b))

          [_]  (a) made during that valuation period.

          [_]  (b) made by the following specified time: ____.

                                       27

<PAGE>


Greater Bay Bancorp 401(k) Plan


          [_]  (5) Apply the allocation method described in the addendum to this
               Adoption Agreement numbered 9.11(c).

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

     10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
           ------------------
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

[_]  (a) May not exceed 10% of Plan assets.

[X]  (b) May not exceed 100 % of Plan assets. [Note: The percentage may not
                        ----
     exceed 100%.]

     10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
           ------------------
must value the Trust Fund on the following valuation date(s): (Choose (a) or
(b))

[_]  (a) No other mandatory valuation dates.

[X]  (b) (Specify) every day the New York Stock Exchange and the Trustee are
                   ---------------------------------------------------------
     open and conducting business.
     -----------------------------

                                       28

<PAGE>

                                                 Greater Bay Bancorp 401(k) Plan


                             EFFECTIVE DATE ADDENDUM
                              (Restated Plans Only)

     The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

[_]  (a) Compensation definition. The Compensation definition of Section 1.12
     (other than the $200,000 limitation) is effective for Plan Years beginning
     after ___. [Note: May not be effective later than the first day of the
     first Plan Year beginning after the Employer executes this Adoption
     Agreement to restate the Plan for the Tax Reform Act of 1986, if
     applicable.]

[_]  (b) Eligibility conditions. The eligibility conditions specified in
     Adoption Agreement Section 2.01 are effective for Plan Years beginning
     after ___.

[_]  (c) Suspension of Years of Service. The suspension of Years of Service rule
     elected under Adoption Agreement Section 2.03 is effective for Plan Years
     beginning after ___.

[_]  (d) Contribution/allocation formula. The contribution formula elected under
     Adoption Agreement Section 3.01 and the method of allocation elected under
     Adoption Agreement Section 3.04 is effective for Plan Years beginning after
     ___.

[_]  (e) Accrual requirements. The accrual requirements of Section 3.06 are
     effective for Plan Years beginning after ____.

[_]  (f) Employment condition. The employment condition of Section 3.06 is
     effective for Plan Years beginning after ____.

[_]  (g) Elimination of Net Profits. The requirement for the Employer not to
     have net profits to contribute to this Plan is effective for Plan Years
     beginning after ____. [Note: The date specified may not be earlier than
     December 31, 1985.]

[_]  (h) Vesting Schedule. The vesting schedule elected under Adoption Agreement
     Section 5.03 is effective for Plan Years beginning after ____.

[_]  (i) Allocation of Earnings. The special allocation provisions elected under
     Adoption Agreement Section 9.11 are effective for Plan Years beginning
     after ____.

[_]  (j) (Specify) ____.

     For Plan Years prior to the special Effective Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for purposes
of the designated provisions. A special Effective Date may not result in the
delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.

                                       29

<PAGE>

Greater Bay Bancorp 401(k) Plan


                                 Execution Page

     The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this 26th day of November, 2001.


                            Name and EIN of Employer:
                            Greater Bay Bancorp
                            77-0387041


                            Signed: /s/ Kimberly S. Burgess
                                    _________________________________________



                            Name(s) of Trustee:
                            Wells Fargo Bank, N.A.


                            Signed: /s/ Douglas Murray
                                    _________________________________________


Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.

Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: 4365 Executive Drive, Suite 1700, San Diego, CA 92121-2130
(858) 622-6701.

Reliance on Opinion Letter. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.

                                       30

</TEXT>
</DOCUMENT>
