Board Governance and Nominating Committee Charter

Purpose

The Board Governance & Nominating Committee (the "Committee") of Greater Bay Bancorp (the "Company")is appointed by the Board (1) to assist the Board in identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (2) to recommend to the Board the Corporate Governance Guidelines applicable to the Company; (3) to lead the Board in its annual review of the Board's performance; and (4) to recommend to the Board director nominees for each committee.

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of The Nasdaq Stock Market and the Securities and Exchange Commission. If the Company's stock becomes listed on the New York Stock Exchange, the independence requirements of that exchange will apply.

Committee Authority and Responsibilities

  1. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Board Governance & Nominating Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  2. The Committee shall actively seek individuals qualified to become board members for recommendation to the Board.
  3. The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year.
  4. The Committee shall prepare and recommend to the Board Corporate Governance Guidelines. The Committee shall review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
  5. The Committee may form and delegate authority to subcommittees when appropriate.
  6. The Committee shall make regular reports to the Board.
  7. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.


July 26, 2005