EXHIBIT 10.2

                        FORM OF MID-PENINSULA AFFILIATE AGREEMENT



     I, the undersigned, have been advised that as of the date hereof I may 
be deemed to be (but I do not hereby admit to being) an affiliate of 
Mid-Peninsula Bancorp ("Mid-Peninsula") for purposes of Rule 145 promulgated 
by the SEC under the Securities Act ("Rule 145").  The following undertaking 
is given pursuant to and in compliance with that certain Agreement and Plan 
of Reorganization and Merger between Mid-Peninsula and Cupertino National 
Bancorp ("Cupertino") dated as of June 5, 1996 (the "Reorganization 
Agreement"), which provides for the merger of Cupertino with and into 
Mid-Peninsula (the "Merger") and Mid-Peninsula will change its name to 
Greater Bay Bancorp ("Bancorp").  Capitalized terms used herein and not 
defined herein shall have the meanings given to them in the Reorganization 
Agreement.

     I understand that Mid-Peninsula is relying on the performance of the 
covenants contained herein to insure that they obtain the desired 
pooling-of-interests accounting treatment as a result of the Merger and to 
avoid any appearance of improper manipulation of Mid-Peninsula's stock price 
or insider trading in the period prior to the Merger.

     I hereby agree that during the period beginning on October 15, 1996, (or 
such later date as Mid-Peninsula may notify me in writing), and ending on the 
date on which the Effective Time of the Merger occurs, which in either event 
shall not exceed thirty (30) days prior to the Effective Time of the Merger, 
I will not offer to sell or purchase, sell, transfer, purchase or acquire, 
publicly or privately, any Mid-Peninsula common stock ("Mid-Peninsula Share" 
or "Mid-Peninsula Shares") or Cupertino common stock ("Cupertino Share" or 
"Cupertino Shares"), or cause any other person to do any of the above, except 
my exercise of any stock option pursuant to Mid-Peninsula's stock option 
plans.

     I hereby also agree that during the period beginning on the date on 
which the Effective Time of the Merger occurs and ending on the date of 
release and publication to the general public of financial results covering 
at least thirty (30) days of post-merger combined operations of Mid-Peninsula 
and Cupertino, I will not offer, sell or transfer, publicly or privately, any 
Mid-Peninsula Shares or Bancorp Shares, and that I will not during such 
period commit or agree to sell any of such Mid-Peninsula Shares or Bancorp 
Shares after such period.

Date: ____________________    _________________________________


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