840387--3/21/2006--BAY_VIEW_CAPITAL

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{stock, price, operating}

{regulation, government, change}

{condition, economic, financial}

{acquisition, growth, future}

{debt, indebtedness, cash}

{provision, law, control}

{loss, insurance, financial}

{competitive, industry, competition}

{personnel, key, retain}

{regulation, change, law}

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Risks Related to Owning BVCC Common Stock The combined company will be dependent on the ability of its subsidiaries to pay dividends in order to meet its obligations. Interest rate volatility could significantly harm the combined company s business. The combined company s results of operations will be significantly affected if its borrowers are unable to pay their loans. The combined company s financial condition and results of operations would be adversely affected if GBSB s allowance for loan losses is not sufficient to absorb actual losses. The merged company s financial condition may be adversely affected if GBSB is unable to attract sufficient deposits to fund its anticipated loan growth. The combined company could experience significant difficulties and complications in connection with its growth and acquisition strategy. The combined company could be adversely affected by changes in the law, especially changes in the regulation of the banking industry. The combined company s results of operations could be adversely affected due to significant competition. The combined company s anticipated future growth may require it to raise additional capital in the future, but that capital may not be available when it is needed. Adverse economic conditions in GBSB s market areas may adversely impact its results of operations and financial condition. Certain provisions of BVCC s certificate of incorporation and by-laws after the merger may discourage takeovers. Loss of members of the combined company s executive team could have a negative impact on its business. If it should be ultimately determined that BVCC s reserves for the contingent liabilities remaining from the dissolution of BVB are not adequate, it could have a material adverse effect on the combined company. The sale of BVAC may not occur notwithstanding the decision of BVCC s board of directors that the sale of BVAC is in the best interests of BVCC and its stockholders. The purchase agreement limits BVCC s and BVAC s ability to pursue alternatives to the sale of BVAC. The purchase agreement restricts the activities in which BVAC may engage pending the merger. Certain indemnification obligations of BVCC under the purchase agreement survive indefinitely and are not limited in amount which could adversely affect the financial condition of the merged company. BVAC s business is dependent upon general economic conditions. BVAC is also subject to litigation risks. BVAC is subject to significant government regulation, violations of which could have a material adverse effect on BVAC. Changes in law could adversely affect BVAC. BVAC is dependent upon its ability to effect securitizations periodically. BVAC operates in a competitive market place. Risks Relating to Tax Matters If the transfer restrictions are not effective in preventing an ownership change from occurring, the merged company s ability to use BVCC s net operating loss carryforwards could be severely limited. The transfer restrictions may delay or prevent takeover bids by third parties and may delay or frustrate attempts by stockholders to replace management.

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840387--3/21/2006--BAY_VIEW_CAPITAL_CORP