PRESS RELEASE


     FOR IMMEDIATE RELEASE                             FOR INFORMATION CONTACT

     NOVEMBER 4,1996                                   DAVID L. KALKBRENNER,
                                                        PRESIDENT
                                                       CAROL H. ROWLAND, CFO
                                                       (415) 323-5150


                         SHAREHOLDERS APPROVE MERGER OF
                            MID-PENINSULA BANCORP AND
                           CUPERTINO NATIONAL BANCORP


PALO ALTO, Calif. -- Mid-Peninsula Bancorp (Nasdaq: MPBK), Palo Alto, CA and
Cupertino National Bancorp (Nasdaq: CUNB), Cupertino, CA announced today that on
October 30, 1996 the shareholders of both companies approved the proposed merger
of equals between the two companies. The merger will result in the formation of
the largest multi-bank holding company based in the San Francisco
Peninsula/South Bay region, and the third-largest publicly traded independent
bank holding company in the San Francisco Bay area, with total assets
approaching $600 million and equity of over $40 million. The resulting entity
will be named Greater Bay Bancorp.  Mid-Peninsula Bank and Cupertino National
Bank & Trust will operate as wholly owned subsidiaries of Greater Bay Bancorp
and will focus on serving the greater Bay area, including the Peninsula and
South Bay markets, through their seven office locations.

The terms of the merger provide for Cupertino National Bancorp shareholders to
receive .81522 of a share of Mid-Peninsula Bancorp stock for each share of
Cupertino National Bancorp in a tax-free exchange to be accounted for as a
"pooling-of interests".  The transaction is expected to close before December
31, 1996.

The merger is anticipated to be accretive in 1997 to shareholders of both
companies, based on reductions in duplicative administrative functions and
revenue enhancements resulting from an expanded product line and increased
lending capacity. Management of the organizations believe that significant
opportunities exist to enhance the spectrum of financial services offered to
both existing and potential clients.

                                                                   (SEE REVERSE)


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Greater Bay Bancorp's new Board of Directors will consist of five directors from
each company, with Duncan L. Matteson (Chairman of Mid-Peninsula Bancorp) and
John M. Gatto (Chairman of Cupertino National Bancorp) serving as co-Chairmen.
David L. Kalkbrenner, who will serve as President and Chief Executive Officer of
the holding company, will continue as President and Chief Executive Officer of
Mid-Peninsula Bank, and C. Donald Allen will remain as Chairman and Chief
Executive Officer of Cupertino National Bank & Trust.  Steven C. Smith, the
Chief Operating Officer of Cupertino National Bancorp, will serve as Chief
Operating Officer and Chief Financial Officer of the holding company.

Mid-Peninsula Bancorp had $260 million in assets, $162 million in loans, $234
million in deposits and $24 million in shareholders' equity as of September
30,1996. Cupertino National Bancorp had $320 million in assets, $221 million in
loans, $295 million in deposits and $21 million in shareholders' equity as of
that date.


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