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                                  Exhibit 10.1

                               TERM LOAN AGREEMENT

         This Term Loan Agreement (the "Agreement") is made and entered into as
March 8, 2002 by and between GREATER BAY BANCORP (the "Borrower") and U.S. BANK
NATIONAL ASSOCIATION (the "Bank").

                             ARTICLE I. DEFINITIONS

         1.1    Definitions. Except as otherwise provided, all accounting terms
                -----------
will be construed in accordance with generally accepted accounting principles
consistently applied and consistent with those applied in the preparation of the
financial statements referred to in paragraph 4.9, and financial data submitted
pursuant to this Agreement will be prepared in accordance with such principles.
As used herein:

                (a)  "Maturity Date" means June 30, 2002, or such earlier date
                      -------------
on which the Note becomes due and payable pursuant to section 6.2 hereof.

                (b)  "Note" means the promissory note of the Borrower, in form
                      ----
and content reasonably satisfactory to the Bank, evidencing the term loan made
by the Bank to the Borrower under the terms hereof.

                (c)  "Subsidiary" or "Subsidiaries" means any entity of which
                      ----------------------------
the Borrower owns, directly or through another Subsidiary, at the date of
determination, more than 50% of the outstanding stock having ordinary voting
power for the election of directors, irrespective of whether or not at such time
stock of any other class or classes might have voting power by reason of the
happening of any contingency.

                                ARTICLE II. LOANS

         2.1    Terms for Advance(s). On or about March 11, 2002, the Bank
                -------------------
agrees, subject to the terms and conditions hereof, to make a term loan to the
Borrower in an amount up to $25,000,000. The term loan will be evidenced by, be
repayable and bear interest in accordance with the Note. The entire unpaid
principal balance of the term loan shall be payable in one lump sum on the
Maturity Date.

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         2.2    Advances and Paying Procedure. The Bank is authorized and
                -----------------------------
directed to credit any of the Borrower's accounts with the Bank (or to the
account the Borrower designates in writing) for all loans made hereunder, and
the Bank is authorized to debit such account or any other account of the
Borrower with the Bank for the amount of any principal or interest due under the
Note or other amounts due hereunder on the due date with respect thereto.
Promptly following the execution hereof, the Borrower will establish and
maintain a demand deposit account at the Bank to facilitate repayments
hereunder.

         2.3    Interest Rate.
                -------------

                (a)   The Rate. Interest on the unpaid principal balance of the
                      --------
Note outstanding from time to time shall accrue at an annual rate equal to 1.15%
(115 basis points) plus the one-month LIBOR rate quoted by the Bank from
Telerate Page 3750 or any successor thereto, which shall be that one-month LIBOR
rate in effect two New York banking days prior to the beginning of each calendar
month, such rate to be reset at the beginning of each succeeding month. If the
funding of the Note occurs other than on the first day of the month, the initial
one-month LIBOR rate shall be that one-month LIBOR rate in effect two New York
banking days prior to the date of such funding, which rate plus the percentage
described above shall be in effect for the remaining days of the month following
such funding; such one-month LIBOR rate to be reset at the beginning of the next
succeeding month. Accrued interest shall be payable on the last business day of
each calendar month commencing March 31, 2002 and continuing on the last day of
each successive month thereafter and on the Maturity Date.

                (b)   Additional Provisions. The Bank's internal records of
                      ---------------------
applicable interest rates shall be determinative in the absence of manifest
error. In the event after the date of initial funding any governmental authority
subjects the Bank to any new or additional charge, fee, withholding or tax of
any kind (other than taxes measured by the net income of the Bank) with respect
to any loans hereunder or changes the method of taxation of such loans or
changes the reserve or deposit requirements applicable to such loans, the
Borrower shall pay to the Bank such additional amounts as will compensate the
Bank for such costs or lost income resulting therefrom as reasonably determined
by the Bank.

                (c)   Default Rate. Notwithstanding the provisions of section
                      ------------
2.4(a), upon the occurrence and during the continuance of an Event of Default
the unpaid principal balance of the Note shall, upon notice from the Bank to the
Borrower, bear interest at an annual rate equal to the rate otherwise in effect
plus

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three percentage points (3.00%) (the "Default Rate"), payable upon demand. On
and after the Maturity Date, the unpaid principal balance of the Note and all
accrued interest thereon shall bear interest at the Default Rate and shall be
payable upon demand.

                (d)   Calculation.  Interest shall be calculated for the actual
                      -----------
number of days elapsed on the basis of a 360-day year.

                      ARTICLE III. CONDITIONS TO BORROWING

         3.1    Conditions to Borrowing. The Bank will not be obligated to make
                -----------------------
         advances hereunder unless (i) the Bank has received executed copies of
         this Agreement, the Note and all other documents or agreements
         applicable to the loans described herein (collectively with this
         Agreement the "Loan Documents"), in form and content satisfactory to
         the Bank; (ii) the Bank has received certified copies of the Articles
         of Incorporation and By-Laws and a certificate of status of the
         Borrower and the Subsidiaries; (iii) the Bank has received a certified
         copy of a resolution or authorization in form and content reasonably
         satisfactory to the Bank authorizing the loan and all acts contemplated
         by this Agreement and all related documents, and confirmation of proper
         authorization of all guaranties and other acts of third parties
         contemplated hereunder; (iv) the Bank has been provided with an opinion
         of the Borrower's in-house counsel in form and content reasonably
         satisfactory to the Bank confirming the matters outlined in paragraph
         4.1 and such other matters as the Bank requests; (v) no default exists
         under this Agreement or under any other Loan Documents, or under any
         other agreements by and between the Borrower and the Bank and no
         condition or event will exist or have occurred which with the passage
         of time, the giving of notice or both would constitute a default under
         this Agreement or under any other Loan Documents or under any other
         agreements by and between the Borrower and the Bank; (vi) the closing
         of the Borrower's acquisition of Alburger Basso de Grosz Insurance
         Services, Inc. ("ABD") shall occur either (a) simultaneously with the
         closing of the transactions contemplated by this Agreement or (b)
         within 2 business days following notice from the Borrower to the Bank
         setting forth the closing date for the ABD acquisition; and (vii) all
         proceedings taken in connection with the transactions contemplated by
         this Agreement and all instruments, authorizations and other documents
         applicable thereto, will be reasonably satisfactory to the Bank and its
         counsel.

                      ARTICLE IV. WARRANTIES AND COVENANTS

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         During the term of this Agreement, and while any part of the credit
granted the Borrower is available or any obligations under any of the Loan
Documents are unpaid or outstanding, the Borrower warrants and agrees as
follows:

         4.1    Organization and Authority; Subsidiaries. The Borrower is a
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validly existing corporation in good standing under the laws of its state of
organization, and has all requisite power and authority, corporate or otherwise,
and possesses all licenses necessary, to conduct its business and own its
properties. The execution, delivery and performance of this Agreement and the
other Loan Documents (i) are within the Borrower's power; (ii) have been duly
authorized by proper corporate action; (iii) do not require the approval of any
governmental agency; and (iv) will not violate any law, agreement or restriction
by which the Borrower is bound. This Agreement and the other Loan Documents are
the legal, valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their terms. Each of the Borrower's Subsidiaries
is validly existing in good standing under the laws of its jurisdiction of
organization, and each Subsidiary has all requisite power and authority,
corporate or otherwise, and possesses all licenses necessary, to conduct its
business and own its properties.

         4.2    Litigation and Compliance with Laws. The Borrower and the
                -----------------------------------
Subsidiaries have complied in all material respects with and will continue to so
comply with all applicable federal and state laws and regulations: (i) that
regulate or are concerned in any way with its or their banking and trust
business, including without limitation those laws and regulations relating to
the investment of funds, lending of money, collection of interest, extension of
credit, and location and operation of banking facilities; or (ii) otherwise
relate to or affect the business or assets of Borrower or any of the
Subsidiaries or the assets owned, used or occupied by them. Except to the extent
previously disclosed to Bank, there are no claims, actions, suits, or
proceedings pending, or to the best knowledge of Borrower, threatened or
contemplated against or affecting Borrower or any of the Subsidiaries, at law or
in equity, or before any federal, state or other governmental authority, or
before any arbitrator or arbitration panel, whether by contract or otherwise,
and there is no decree, judgment or order of any kind in existence against or
restraining Borrower or any of the Subsidiaries, or any of their officers,
employees or directors, from taking any action of any kind in connection with
the business of Borrower or any of the Subsidiaries. Except to the extent
previously disclosed to the Bank, neither Borrower nor any of the Subsidiaries
has (i) received from any regulatory authority any criticisms, recommendations
or suggestions of a material nature, and Borrower has no reason to believe that
any such is contemplated, concerning the

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capital structure of any of the Subsidiaries, loan policies or portfolio, or
other banking and business practices of any of the Subsidiaries that have not
been resolved to the satisfaction of such regulatory authorities or (ii) entered
into any memorandum of understanding or similar arrangement with any federal or
state regulator relating to any unsound or unsafe banking practice or conduct or
any violation of law respecting the operations of the Borrower or the operations
of any of the Subsidiaries.

         4.3    F.D.I.C. Insurance. Each of the Borrower's subsidiary banks is
                ------------------
insured as to deposits by the Federal Deposit Insurance Corporation and no act
has occurred which could adversely affect the status of the such banks as an
insured bank.

         4.4    Corporate Existence; Business Activities; Assets. The Borrower
                ------------------------------------------------
will (i) preserve its corporate existence, rights and franchises; (ii) carry on
its business activities in substantially the manner such activities are
conducted as of the date of this Agreement; (iii) not liquidate, dissolve, merge
or consolidate with or into another entity; and (iv) not sell, lease, transfer
or otherwise dispose of all or substantially all of its assets.

         4.5    Use of Proceeds; Margin Stock; Speculation. (i) Advances by the
                ------------------------------------------
Bank hereunder will be used exclusively by the Borrower to acquire the capital
stock of ABD; and (ii) for working capital purposes. The Borrower will not use
any of the loan proceeds to purchase or carry "margin" stock (as defined in
Regulation U of the Board of Governors of the Federal Reserve System). No part
of any of the proceeds will be used for speculative investment purposes,
including, without limitation, speculating or hedging in the commodities and/or
futures market.

         4.6    Restriction on Liens. The Borrower will not create, incur,
                --------------------
assume or permit to exist any mortgage, pledge, encumbrance or other lien or
levy upon or security interest in any of the Borrower's property now owned or
hereafter acquired, except (i) taxes and assessments which are either not
delinquent or which are being contested in good faith with adequate reserves
provided; (ii) easements, restrictions and minor title irregularities which do
not, as a practical matter, have an adverse effect upon the ownership and use of
the affected property; (iii) liens in favor of the Bank; (iv) other liens
disclosed in writing to the Bank prior to the date hereof which are fully
subordinated to any security interest or other lien held by the Bank; and (v)
liens or pledges of specific investment assets of the Borrower pledged to one or
more of the Borrower's subsidiary banks.

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         4.7    Insurance. The Borrower will maintain and cause each Subsidiary
                ---------
to maintain insurance to such extent, covering such risks and with such insurers
as is usual and customary for businesses operating similar properties, and as is
satisfactory to the Bank, including insurance for fire and other risks insured
against by extended coverage, public liability insurance and workers'
compensation insurance.

         4.8    Taxes and Other Liabilities. The Borrower will pay and
                ---------------------------
discharge, and cause each Subsidiary to pay and discharge when due, all of its
taxes, assessments and other liabilities, except when the payment thereof is
being contested in good faith by appropriate procedures which will avoid
foreclosure of liens securing such items, and with adequate reserves provided
therefor.

         4.9    Financial Statements and Reporting. The financial statements and
                ----------------------------------
other information previously provided to the Bank or provided to the Bank in the
future are or will be complete and accurate and prepared in accordance with
generally accepted accounting principles. There has been no material adverse
change in the Borrower's financial condition since such information was provided
to the Bank. The Borrower will, and will cause each Subsidiary to (i) maintain
accounting records in accordance with generally recognized and accepted
principles of accounting consistently applied throughout the accounting periods
involved; (ii) provide the Bank with such information concerning its business
affairs and financial condition (including insurance coverage) as the Bank may
reasonably request.

         4.10   Information. The Borrower will make available for review by the
                -----------
Bank, promptly upon Bank's request, financial statements, call reports and any
other records or documents of the Borrower or any subsidiary bank. The Borrower
and the Subsidiaries will obtain the consent of any person or regulator which it
deems necessary or appropriate for disclosure of the information described
above.

         4.11   Inspection of Properties and Records; Fiscal Year. The Borrower
                -------------------------------------------------
will permit representatives of the Bank to visit and inspect any of the
properties and examine any books and records of the Borrower and the
Subsidiaries, at any reasonable time and as often as the Bank may reasonably
desire.

                                ARTICLE V. SETOFF

         5.1      Credit Balances; Setoff.  As security for the payment of the
                  -----------------------
obligations described in the Loan Documents and any other obligations of the

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Borrower to the Bank of any nature whatsoever (collectively the "Obligations"),
the Borrower hereby grants to the Bank a security interest in, a lien on and an
express contractual right to set off against all depository account balances,
cash and any other property of the Borrower now or hereafter in the possession
of the Bank. The Bank may, at any time upon the occurrence of a default
hereunder (notwithstanding any notice requirements or grace/cure periods under
this or other agreements between the Borrower and the Bank) set off against the
Obligations whether or not the Obligations (including future installments) are
then due or have been accelerated, all without any advance or contemporaneous
notice or demand of any kind to the Borrower, such notice and demand being
expressly waived.

                              ARTICLE VI. DEFAULTS

         6.1     Defaults. Notwithstanding any cure periods described below, the
                 --------
Borrower will immediately notify the Bank in writing when the Borrower obtains
knowledge of the occurrence of any default specified below. Regardless of
whether the Borrower has given the required notice, the occurrence of one or
more of the following will constitute a default:

                 (a)  Nonpayment. The Borrower fails to pay (i) any interest due
                      ----------
on the Note or any fees, charges, costs or expenses under the Loan Documents by
5 days after the same becomes due; or (ii) any principal amount of the Note when
due.

                 (b)  Nonperformance. The Borrower fails to perform or observe
                      --------------
any agreement, term, provision, condition, or covenant (other than a default
referred to in (a), (c), (d), (e) or (f) of this paragraph 6.1) required to be
performed or observed by the Borrower hereunder or under any other Loan Document
or other agreement with or in favor of the Bank.

                 (c)  Misrepresentation. Any financial information, statement,
                      -----------------
certificate, representation or warranty given to the Bank by the Borrower (or
any of its representatives) in connection with entering into this Agreement or
the other Loan Documents and/or any borrowing thereunder, or required to be
furnished under the terms thereof, proves untrue or misleading in any material
respect (as determined by the Bank in the exercise of its judgment) as of the
time when given.

                 (d)  Default on Other Obligations.  The Borrower will be in
                      ----------------------------
default under the terms of any loan agreement, promissory note, lease,
conditional sale contract or other agreement, document or instrument evidencing,
governing or

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securing any indebtedness owing by the Borrower to the Bank or any indebtedness
in excess of $1,000,000 owing by the Borrower to any third party, and the period
of grace, if any, to cure said default will have passed.

                  (e)   Inability to Perform; Bankruptcy/Insolvency. (i) The
                        -------------------------------------------
Borrower ceases to exist; or (ii) any bankruptcy, insolvency or receivership
proceedings, or an assignment for the benefit of creditors, is commenced under
any Federal or state law by or against the Borrower; or (iv) the Borrower
becomes the subject of any out-of-court settlement with its creditors; or (v)
the Borrower is unable or admits in writing its inability to pay its debts as
they mature; or (vi) the Borrower or any Subsidiary is closed or taken over by a
Regulatory Agency.

                  (f)   Regulatory Orders.  Any governmental or regulatory
                        -----------------
authority takes any formal enforcement action against the Borrower or any
Subsidiary.

          6.2     Termination of Loan; Additional Bank Rights. Upon the
                  -------------------------------------------
occurrence of any of the events identified in paragraph 6.1, the Bank may at any
time (notwithstanding any notice requirements or grace/cure periods under this
or other agreements between the Borrower and the Bank) (i) immediately terminate
its obligation, if any, to make additional loans to the Borrower; and (ii) set
off.

          6.3     Acceleration of Obligations. Upon the occurrence of any of the
                  ---------------------------
events identified in paragraphs 6.1(a) through 6.1(d) and 6.1(f), and the
passage of any applicable cure periods, the Bank may at any time thereafter, by
written notice to the Borrower, declare the unpaid principal balance of any
Obligations, together with the interest accrued thereon and other amounts
accrued hereunder and under the other Loan Documents, to be immediately due and
payable; and the unpaid balance will thereupon be due and payable, all without
presentation, demand, protest or further notice of any kind, all of which are
hereby waived, and notwithstanding anything to the contrary contained herein or
in any of the other Loan Documents. Upon the occurrence of any event under
paragraph 6.1(e), the unpaid principal balance of any Obligations, together with
all interest accrued thereon and other amounts accrued hereunder and under the
other Loan Documents, will thereupon be immediately due and payable, all without
presentation, demand, protest or notice of any kind, all of which are hereby
waived, and notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents. Nothing contained in paragraph 6.1, paragraph 6.2
or this section will limit the Bank's right to set off as provided in paragraph
5.1 or otherwise in this Agreement.

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         6.4     Other Remedies.  Nothing in this Article VI is intended to
                 --------------
restrict the Bank's rights under any of the Loan Documents or at law, and the
Bank may exercise all such rights and remedies as and when they are available.

                           ARTICLE VII. MISCELLANEOUS

         7.1     Delay; Cumulative Remedies. No delay on the part of the Bank in
                 --------------------------
exercising any right, power or privilege hereunder or under any of the other
Loan Documents will operate as a waiver thereof, nor will any single or partial
exercise of any right, power or privilege hereunder preclude other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies herein specified are cumulative and are not exclusive of any
rights or remedies which the Bank would otherwise have.

         7.2     Relationship to Other Documents. The warranties, covenants and
                 -------------------------------
other obligations of the Borrower (and the rights and remedies of the Bank) that
are outlined in this Agreement and the other Loan Documents are intended to
supplement each other. In the event of any inconsistencies in any of the terms
in the Loan Documents, all terms will be cumulative so as to give the Bank the
most favorable rights set forth in the conflicting documents, except that if
there is a direct conflict between any preprinted terms and specifically
negotiated terms (whether included in an addendum or otherwise), the
specifically negotiated terms will control.

         7.3     [RESERVED]

         7.4     Expenses and Attorneys' Fees. The Borrower will reimburse the
                 ----------------------------
Bank for all reasonable attorneys' fees and all other costs, fees and
out-of-pocket disbursements (including reasonable fees and disbursements of both
inside counsel and outside counsel) incurred by the Bank in connection with the
preparation, execution, delivery, administration, defense and enforcement of
this Agreement or any of the other Loan Documents, including fees and costs
related to any waivers or amendments with respect thereto. The Borrower will
also reimburse the Bank for all costs of collection before and after judgment,
and the costs of preservation and/or liquidation of any collateral (including
reasonable fees and disbursements of both inside and outside counsel).

         7.5     Successors.  The rights, options, powers and remedies granted
                 ----------
in this Agreement and the other Loan Documents will extend to the Bank and to
its

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successors and assigns, will be binding upon the Borrower and its successors and
assigns and will be applicable hereto and to all renewals and/or extensions
hereof.

         7.6    Indemnification. Except for harm arising from the Bank's gross
                ---------------
negligence or willful misconduct, the Borrower hereby indemnifies and agrees to
defend and hold the Bank harmless from any and all losses, costs, damages,
claims and expenses of any kind suffered by or asserted against the Bank
relating to claims by third parties arising out of the financing provided under
the Loan Documents or related to any collateral. This indemnification and hold
harmless provision will survive the termination of the Loan Documents and the
satisfaction of the Obligations due the Bank.

         7.7    Notice of Claims Against Bank; Limitation of Certain Damages. In
                ------------------------------------------------------------
order to allow the Bank to mitigate any damages to the Borrower from the Bank's
alleged breach of its duties under the Loan Documents or any other duty, if any,
to the Borrower, the Borrower agrees to give the Bank immediate written notice
of any claim or defense it has against the Bank, whether in tort or contract,
relating to any action or inaction by the Bank under the Loan Documents, or the
transactions related thereto, or of any defense to payment of the Obligations
for any reason. The requirement of providing timely notice to the Bank
represents the parties' agreed-to standard of performance regarding claims
against the Bank. Notwithstanding any claim that the Borrower may have against
the Bank, and regardless of any notice the Borrower may have given the Bank, the
Bank will not be liable to the Borrower for consequential and/or special damages
arising therefrom, except those damages arising from the Bank's willful
misconduct.

         7.8    Notices. Although any notice required to be given hereunder or
                -------
under any of the other Loan Documents might be accomplished by other means,
notice will always be deemed given when placed in the United States Mail, with
postage prepaid, or sent by overnight delivery service, or sent by telex or
facsimile, in each case to the address set forth below or as amended.

         7.9    Payments. Payments due under the Note and other Loan Documents
                --------
will be made in lawful money of the United States, and the Bank is authorized to
charge payments due under the Loan Documents against any account of the
Borrower. All payments may be applied by the Bank to principal, interest and
other amounts due under the Loan Documents in any order which the Bank elects.

         7.10   Applicable Law and Jurisdiction; Interpretation; Joint
                ------------------------------------------------------
Liability. This Agreement and all other Loan Documents will be governed by and
---------
interpreted

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in accordance with the internal laws of the state where the Bank's main office
is located, except to the extent superseded by Federal law. Invalidity of any
provisions of this Agreement will not affect any other provision. THE BORROWER
HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT
SITUATED IN THE COUNTY OR FEDERAL JURISDICTION WHERE THE BANK'S OFFICE WHICH IS
DESIGNATED IN THE NOTE AS THE PLACE FOR PAYMENT IS LOCATED (OR, IN THE ABSENCE
OF SUCH DESIGNATION, THE BANK'S MAIN OFFICE), AND WAIVES ANY OBJECTION BASED ON
FORUM NON CONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR
--------------------
PROCEEDINGS RELATING TO THIS AGREEMENT, THE NOTES, THE COLLATERAL, ANY OTHER
LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, OR ENFORCEMENT AND/OR
INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein will affect the Bank's
rights to serve process in any manner permitted by law, or limit the Bank's
right to bring proceedings against the Borrower in the competent courts of any
other jurisdiction or jurisdictions. This Agreement, the other Loan Documents
and any amendments hereto (regardless of when executed) will be deemed effective
and accepted only upon the Bank's receipt of the executed originals thereof. If
there is more than one Borrower, the liability of the Borrowers will be joint
and several, and the reference to "Borrower" will be deemed to refer to all
Borrowers.

     7.11  Copies; Entire Agreement; Modification. The Borrower hereby
           --------------------------------------
acknowledges the receipt of a copy of this Agreement and all other Loan
Documents.

IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
THIS NOTICE SHALL ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS
NOW IN EFFECT BETWEEN YOU AND THIS LENDER. A MODIFICATION OF ANY OTHER CREDIT
AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER, WHICH OCCURS AFTER RECEIPT
BY YOU OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL OR
IMPLIED MODIFICATIONS TO SUCH

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CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD NOT BE RELIED UPON.

         7.12 Waiver of Jury Trial. THE BORROWER AND THE BANK HEREBY JOINTLY AND
              --------------------
SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
RELATING TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY
COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR
CONNECTED THERETO. THE BORROWER AND THE BANK EACH REPRESENTS TO THE OTHER THAT
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

IN WITNESS WHEREOF, the undersigned have executed this TERM LOAN AGREEMENT as of
March 8, 2002.

                                              GREATER BAY BANCORP

                                              By: /s/ Steven C. Smith
                                              Name: Steven C. Smith
                                              Title: EVP, CAO and CFO

                                              By: /s/ Kamran F. Husain
                                              Name: Kamran F. Husain
                                              Title: Senior Vice President
                                                     Finance & Risk Management
                                              Address:
                                              2860 West Bayshore Road
                                              Palo Alto, CA 94303
                                              Attn: Chief Financial Officer

                                              U.S. BANK NATIONAL ASSOCIATION

                                              By: /s/ Jon B. Beggs
                                              Name: Jon B. Beggs
                                              Title:   Vice President
                                              Address:
                                              777 East Wisconsin Avenue
                                              Milwaukee, WI, 53202
                                              Attn: Jon B. Beggs, Vice President

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