Exhibit 10.1




ANNEX B


FORM OF GLB VOTING AGREEMENT



 

October 26, 2005

 

Great Lakes Bancorp, Inc.

2421 Main Street

Buffalo, NY 14214

 

Bay View Capital Corporation

1840 Gateway Drive

San Mateo, CA 94404

Ladies and Gentlemen:

        Bay View Capital Corporation ("Bay
View") and Great Lakes Bancorp, Inc. ("Great Lakes") are entering into an
Agreement and Plan of Merger dated as of October 26, 2005 (the "Agreement"),
being executed contemporaneously with this Letter Agreement, whereby Great Lakes
will merge with and into Bay View (the "Merger") and shareholders of Great Lakes
will receive 1.0873 shares of Bay View common stock for each share of Great
Lakes common stock owned on the closing date of the Merger. All defined terms
used but not defined herein shall have the meanings ascribed thereto in the
Agreement.

        Intending to be legally bound
hereby, I irrevocably agree and represent as follows:

        (a)    I agree to
vote or cause to be voted (i) for approval and adoption of the Agreement and the
transactions contemplated thereby and (ii) against any other Acquisition
Proposal (as defined in the Agreement), all shares of Great Lakes common stock
over which I have or share voting power, individually or, to the extent of my
proportionate interest, jointly with other persons, and will use my reasonable
best efforts to cause any shares of Great Lakes common stock over which I share
voting power to be voted (i) for approval and adoption of the Agreement and the
transactions contemplated thereby and (ii) against any other Acquisition
Proposal (as defined in the Agreement). Beneficial ownership shall have the
meaning assigned to it under the Securities Exchange Act of 1934.

        (b)    During the
term of this Letter Agreement, I agree not to offer, sell, transfer or otherwise
dispose of, or to permit the offer, sale, transfer or other disposition of, any
shares of Great Lakes common stock over which I have sole or shared voting power
and beneficial 

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Bay View Capital Corporation

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October 26, 2005

ownership, except to the extent that I may be permitted under law to make
charitable gifts or as permitted by paragraph (g) hereof.

        (c)    I have sole
or shared beneficial ownership over the number of shares of Great Lakes common
stock, and hold stock options for the number of shares of Great Lakes common
stock, if any, set forth below opposite my name below.

        (d)    I agree that
Great Lakes shall not be bound by any attempted sale of any shares of Great
Lakes common stock over which I have sole voting power, and Great Lakes'
transfer agent shall be given appropriate stop transfer orders and shall not be
required to register any such attempted sale, unless the sale has been effected
in compliance with the terms of this Letter Agreement.

        (e)    I agree
that, if I exercise any options to purchase common stock, I will not sell any of
the shares of Great Lakes common stock so acquired except as part of a cashless
exercise transaction from the date of such exercise until the Effective Time.

        (f)    I represent
that I have the capacity to enter into this Letter Agreement and that it is a
valid and binding obligation enforceable against me in accordance with its
terms, subject to bankruptcy, insolvency and other laws affecting creditors'
rights and general equitable principles.

        (g)    I may
transfer any or all of the shares of Great Lakes common stock over which I have
sole or shared beneficial ownership to my spouse, ancestors or descendants;
provided, however, that in any such case, prior to and as a condition to the
effectiveness of such transfer, each person to which any of such shares or any
interest in any of such shares is or may be transferred shall have executed and
delivered to Bay View an agreement to be bound by the terms of this Letter
Agreement. In addition, I may sell, transfer or assign shares of Great Lakes
Common Stock to the extent and on behalf of trusts or estates of which I am not
a beneficiary in order to comply with fiduciary obligations or legal
requirements.

        I am signing this Letter Agreement
solely in my capacity as a shareholder of Great Lakes, and as an optionholder if
I am an optionholder, and not in any other capacity, such as a director or
officer of Great Lakes or as a fiduciary of any trusts in which I am not a
beneficiary. Notwithstanding anything herein to the contrary: (a) I make no
agreement or understanding herein in any capacity other than in my capacity as a
beneficial owner of Great Lakes common stock and (b) nothing herein shall be
construed to limit or affect any action or inaction by me or any of my
representatives, as applicable, serving on Great Lakes' 

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Bay View Capital Corporation

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October 26, 2005

Board of Directors or as an officer of Great Lakes, acting in my capacity as
a director, officer or fiduciary of Great Lakes or as fiduciary of any trust of
which I am not a beneficiary.

        I agree that my obligations under
this Letter Agreement shall apply whether or not the Board of Directors of Great
Lakes (i) withdraws, modifies or fails to make a recommendation to the
stockholders of Great Lakes to vote in favor of the Agreement and the
transactions contemplated thereby or (ii) recommends any other Acquisition
Proposal.

        This Letter Agreement shall be
effective upon acceptance by Bay View.

        This Letter Agreement shall
terminate and be of no further force and effect concurrently with, and
automatically upon, the earlier to occur of (a) the consummation of the Merger,
and (b) the date which is twelve months following any termination of the
Agreement in accordance with its terms, except that any such termination shall
be without prejudice to Bay View's rights arising out of my willful breach of
any covenant or representation contained herein.




	 	Very truly
		yours,

		[Name]






 

Number of Shares, and Shares Subject to Stock Options, Held:

Shares:_____________________ [_______ shares held individually]

Options: ___________________

 

Acknowledged and Agreed:


	
		GREAT LAKES BANCORP, INC.	
		BAY VIEW CAPITAL CORPORATION
	 	 
	By:	 	 	By:	 
	 	Andrew W.
		Dorn, Jr.,	 	 	Charles G.
		Cooper,
	 	President
		and Chief Executive Officer	 	 	President
		and Chief Executive Officer



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