GREATER BAY BANCORP
FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.18(B)
<SEQUENCE>6
<FILENAME>dex1018b.txt
<DESCRIPTION>FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT
<TEXT>
<PAGE>


                                                 Exhibit 10.18(b)

                   FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT (this "First
Amendment") dated as of October 30, 2001 is made and entered into by and between
GREATER BAY BANCORP, a California corporation ("Borrower"), and UNION BANK OF
CALIFORNIA, N.A., a national banking association ("Bank").

                                    RECITALS:
                                    --------

       A.     Borrower and Bank are parties to that certain Line of Credit
Agreement dated as of November 1, 2000 (the "Agreement").

       B. Borrower and Bank desire to amend the Agreement to reflect the
extension of the credit from October 30, 2001 to January 28, 2002 and to execute
Replacement Note. Bank is willing to agree to so amend the Agreement, subject,
however, to the terms and conditions of this First Amendment.

                                   AGREEMENT:
                                   ---------

       In consideration of the above recitals and of the mutual covenants and
conditions contained herein, Borrower and Bank agree as follows:

1.     Defined  Terms.  Initially  capitalized  terms used herein which are not
       --------------
otherwise  defined  shall have the  meanings  assigned thereto in the Agreement.

2.     Amendments to the Agreement.
       ---------------------------
       Section 1.1 of the Agreement is hereby amended so as to delete reference
to "October 30, 2001" as the Maturity Date and substitute "January 28, 2002" in
its place and stead. All references to "Maturity Date" in the Agreement shall
refer to " January 28, 2002" in the place and stead of " October 30, 2001".

3.     Effectiveness  of this First  Amendment.  This First Amendment shall
       ---------------------------------------
become effective as of the date hereof when, and only when, Bank shall have
received all of the following, in form and substance satisfactory to Bank:

       (a)    A counterpart of this First Amendment, duly executed by Borrower;

       (b)    A replacement Note (Base Rate), in the principal amount of
Twenty-Five Million Dollars ($25,000,000.00), duly executed by Borrower;

       (c)    An Authorization to Disburse, on Bank's standard form therefor,
duly executed by Borrower, authorizing Bank to disburse the proceeds of the
loans as provided for in the Agreement;

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       (d) An Authorization to Obtain Credit, Grant Security, Guarantee or
Subordinate, on Bank's standard form therefor, duly executed by Borrower;

       (e) Such other documents, instruments or agreements as Bank may
reasonably deem necessary in order to effect fully this First Amendment.

4.     Ratification.
       ------------

       (a) Except as specifically  amended  hereinabove,  the Agreement shall
remain in full force and effect and is hereby ratified and confirmed; and

       (b) Upon the effectiveness of this First Amendment, (i) each reference in
the Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of
like import referring to the Agreement shall mean and be a reference to the
Agreement as amended by this First Amendment, and (ii) each reference in the
Agreement to the "Note" or words of like import referring to the Note shall mean
and be a reference to the replacement Note (Base Rate) issued pursuant to this
First Amendment.

5.     Representations and Warranties.  Borrower represents and warrants as
       ------------------------------
       follows:

       (a) Each of the representations and warranties contained in Article 3 of
the Agreement, as amended hereby, is hereby reaffirmed as of the date hereof,
each as if set forth herein;

       (b) The execution, delivery and performance of this First Amendment are
within Borrower's corporate powers, have been duly authorized by all necessary
corporate action, have received all necessary approvals, if any, and do not
contravene any law or any contractual restriction binding on Borrower;

       (c) This First Amendment is, and the replacement Note (Base Rate) when
delivered for value received, will be, the legal, valid and binding obligations
of Borrower, enforceable against Borrower in accordance with their terms; and

       (d) Except as described hereinabove, no event has occurred and is
continuing or would result from this First Amendment which constitutes an Event
of Default under the Note, or would constitute an Event of Default under the
Note but for the requirement that notice be given or time elapse or both.

6.     Governing  Law. This First  Amendment  shall be deemed a contract  under
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and subject to, and shall be construed for all purposes and in accordance with,
the laws of the State of California.

7.     Counterparts.  This First Amendment may be executed in two or more
       ------------
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


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         IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date and year first above written.

"Borrower"

GREATER BAY BANCORP, a California corporation


By: /s/ Kamran Husain
    -----------------

Title: Senior Vice President

By:
   -----------------------------

Title:
      --------------------------

"Bank"

UNION BANK OF CALIFORNIA, N.A.

By: /s/ Dennis Cattell
    ------------------

Title: Vice President

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