THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Bay View Capital Corporation (BVC)

5/2/2005 Proxy Information

On January 9, 2004, we sold a note in the principal amount of $6.2 million (the “Note”) to a group of investors led by John W. Rose, who serves on our board of directors, for a price equal to 80% of the outstanding balance of the Note. Robert B. Goldstein, Chairman of our board of directors, is also a participant in the investor group that purchased the Note. Mr. Rose and Mr. Goldstein contributed $1,000,000 and $500,000, respectively, toward the purchase of the Note.

The sale of the Note was approved by an ad hoc committee (“Committee”) of our board of directors consisting of three directors who did not have an interest in the purchase of the Note. The Committee was delegated sole authority to negotiate and approve the transaction on our behalf. The transaction was ratified by a vote of our board of directors.

The Note, payable by CSNK, Inc., was originated by the Bank in connection with the Bank’s sale of its factoring business, Bay View Funding, to CSNK, Inc. in 2002. We performed a market check with respect to the value of the Note by soliciting alternative and competing bids for the Note from four other entities, including certain buyers of whole loans in the secondary market as well as a buyer of high-risk credits. Three of the purchasers indicated that they were not interested in bidding, and we received one bid to purchase the Note for 70% of the outstanding balance of the Note. KPMG LLP was retained by the Committee to perform an independent analysis of the Note which indicated that a purchase price of 80% of the outstanding balance of the Note was within the range of fair market value of the Note.

The Committee, after thoroughly reviewing all of the facts of the transaction and the steps taken to access adequately the fair value of the Note, including the report prepared by KPMG LLP, unanimously determined that the transaction was fair to the Company and in the best interests of its stockholders.

Frederick W. Dreher, one of our directors, is a senior partner in the law firm of Duane Morris LLP, which represents us in certain legal matters. Duane Morris LLP is paid its customary fees for such services. Those fees were $257,543 in 2004 and $582,591 in 2003.

11/1/2004 8K Information

Mr. Dreher is a partner in the law firm of Duane Morris LLP, which provides certain legal representation to Bay View Capital Corporation and its subsidiaries and represents other clients with whom certain of the Company’s directors are affiliated.

4/1/2004 Proxy Information

It has been long-standing policy that neither the Company nor, while it was in existence, the Bank, shall make loans to the directors and executive officers of the Company. Accordingly, at December 31, 2003, there were no outstanding loans to any director or executive officer of the Company.

On January 9, 2004, the Company sold a note in the principal amount of $6.2 million (the “Note”) to a group of investors led by John W. Rose, who serves on the Company’s board of directors, for a price equal to 80% of the outstanding balance of the Note. Robert B. Goldstein, Chairman of the Board of the Company, is also a participant in the investor group that purchased the Note. Mr. Rose and Mr. Goldstein contributed $1,000,000 and $500,000, respectively, toward the purchase of the Note.

The sale of the Note was approved by an ad hoc committee (“Committee”) of the Board of Directors consisting of three directors who did not have an interest in the purchase of the Note. The Committee was delegated sole authority to negotiate and approve the transaction on behalf of the Company. The transaction was ratified by a vote of the full Board of Directors.

The Note, payable by CSNK, Inc., was originated by the Bank in connection with the Bank’s sale of its factoring business, Bay View Funding, to CSNK, Inc. in 2002. The Company performed a market check with respect to the value of the Note by soliciting alternative and competing bids for the Note from four other entities, including certain buyers of whole loans in the secondary market as well as a buyer of high-risk credits. Three of the purchasers indicated that they were not interested in bidding, and the Company received one bid to purchase the Note for 70% of the outstanding balance of the Note. KPMG LLP was retained by the Committee to perform an independent analysis of the Note which indicated that a purchase price of 80% of the outstanding balance of the Note was within the range of fair market value of the Note.

The Committee, after thoroughly reviewing all of the facts of the transaction and the steps taken to adequately access the fair value of the Note, including the report prepared by KPMG LLP, unanimously determined that the transaction was fair to the Company and in the best interests of its stockholders.

3/18/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.