0001012870-02-003270 Sample Contracts

GUARANTEE AGREEMENT GREATER BAY BANCORP Dated as of April 10, 2002
Guarantee Agreement • August 6th, 2002 • Greater Bay Bancorp • National commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of April 10, 2002, is executed and delivered by Greater Bay Bancorp, a financial holding company incorporated in California (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of GBB Capital VII, a Delaware statutory business trust (the “Issuer”).

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