The Board of Directors (the “Board’) of Bay View Capital Corporation (the “Company”) has constituted and established the Compensation and Benefits Committee (the “Committee”) with the authority, responsibility and specific duties as described in this Charter.  


            1.         Purpose.


                        (a).       The Committee’s primary responsibility to the Board of Directors is to ensure that the executive officers of the Company and its Non-employee Directors are compensated appropriately in a manner consistent with shareholder interests, the stated compensation strategy of the Company, internal equity considerations, competitive practices and the requirements of applicable regulatory bodies.  The Committee shall also communicate to shareholders the Company’s executive compensation policies and the reasoning behind such policies as required by the Securities and Exchange Commission. 


                        (b).       The Committee shall carry out its responsibilities in accordance with the applicable By-laws of the Company relating generally to Committees of the Board.


            2.         Composition.


                        (a).       The Committee shall consist of at least three (3) members appointed by the Nominating and Corporate Governance Committee and approved by the Board of Directors.  All Committee members shall be Non-employee Directors and one member shall serve as Chair of the Committee.  Committee members shall be independent of management and free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgement in fulfilling their responsibilities. 


                        (b).       The Chairman of the Board and/or the Nominating and Corporate Governance Committee shall fill vacancies on the Committee and may remove Committee members as is deemed necessary.


                        (c).       The Company’s Chairman of the Board, if not a member of the Committee, and President/Chief Executive Officer shall serve as non-voting, ex-officio members of the Committee.   Additionally, the President/Chief Executive Officer shall designate a member of the Company’s management to serve as the Committee’s staff liaison and Recording Secretary.


            3.         Meetings.


                        (a).       The Committee shall hold meetings at times and locations, and with agendas as it may deem appropriate or necessary to perform its delegated duties and responsibilities.  A majority of the Committee shall be necessary to constitute a quorum.


                        (b).       Written minutes of each meeting shall be maintained and duly filed for retention in the Company’s records.


            4.         Principal Functions and Responsibilities.


                        (a).       Establish and monitor executive compensation and benefits strategies and plans to ensure:  the attraction, retention, and appropriate reward of the Company’s executive officers; the motivation of their performance consistent with Company objectives; and the alignment of the interests of executive officers with those of the Company’s shareholders. 


                        (b).       Review and approve corporate goals and objectives relevant to the President/Chief Executive Officer’s compensation; evaluate, at least annually, the performance and leadership of the President/Chief Executive Officer in light of those goals; and determine and approve all compensation and benefits actions affecting the President/Chief Executive Officer based on this evaluation. 


                        (c).       Review with the President/Chief Executive Officer, at least annually, his/her evaluation of the performance of the Company’s Executive Vice Presidents and Division or Subsidiary Presidents and approve all compensation and benefits actions affecting the Executive Vice Presidents and Division or Subsidiary Presidents.


                        (d).       Take actions necessary to administer the Company’s annual and long-term incentive plans including, without limitation, (i) reviewing and approving participation; (ii) reviewing and approving performance goals; (iii)  reviewing performance results and approving payments under the plans; (iv)  reviewing and approving any discretionary bonuses recommended by the President/Chief Executive Officer; (v) amending such plans from time to time; and (vi) delegating authority to officers of the Company to take final action as needed with respect to such incentive plans.


                        (e).       Review and approve management’s recommendations for the participation of new executive officers and senior officers in the Company’s Deferred Compensation Plan or any other compensation or benefit plan adopted by the Company requiring the express approval of the Committee for participation.


                        (f).       Review long-range planning for the orderly succession of executive officers, as the Committee deems necessary, including contingency procedures for management succession in the event of unexpected departures of key executives.  Review, as needed, significant organization changes affecting executive staffing and management resources.


                        (g).       Review and approve recommendations of candidates for executive officer positions and other senior officers of the Company who are elected by the Board.  Review and approve the compensation, benefits and other terms and conditions of employment of new executive officers as recommended by the President/Chief Executive Officer.  Review, approve and monitor all Employment Agreements covering executive and senior officers of the Company.


                        (h).       Review and approve grants under the Company’s stock/equity-based incentive compensation plans according to the provisions of such plans.  Establishes option guidelines and general strategies for overall grants.


                        (i).        Report annually to the shareholders of the Company the Company’s executive compensation policies and the compensation of the Company’s executive officers in accordance with the applicable regulations of the Securities and Exchange Commission and other regulatory bodies.


                        (j).        Review, approve and monitor compensation and benefit plans for Non-employee Directors including, but not limited to retainer fees, meeting fees, equity incentive plans and other plans or programs.

                        (k).       Monitor the compensation strategies and programs applicable to other senior officers of the Company to ensure alignment of performance measures and the Company’s compensation strategies.


                        (l).        Review and monitor as needed, the Company’s efforts and results to establish and maintain a workforce consistent with the Company’s policies for Equal Employment Opportunity.


                        (m).      Retain, as the Committee deems appropriate, outside experts in the field of executive compensation to assist the Committee in reviewing and evaluating the Company’s executive compensation and benefits programs.


                        (n).       Perform such other duties and responsibilities as may be assigned to the Committee from time to time by the Board and/or the Chairman of the Board or as may be designated in new or amended plan documents adopted by the Board or the Company.


                        (o)        Conduct an annual performance evaluation of the Committee.


            5.         Annual Schedule of Meetings.


                        .  The Committee Chair, at all times, has the discretion to determine the Committee’s meeting  times, locations and agendas according to Paragraph 3(a) of this Charter.