EXHIBIT 4.7 



This Trust Preferred Security is a Global Certificate within the meaning of the
Trust Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository. This
Trust Preferred Security is exchangeable for Trust Preferred Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Trust Agreement and no transfer of
this Trust Preferred Security (other than a transfer of this Trust Preferred
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

Unless this Trust Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York) to
GBB Capital I or its agent for registration of transfer, exchange or payment,
and any Trust Preferred Security issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

CERTIFICATE NUMBER  P-1       NUMBER OF TRUST PREFERRED SECURITIES:  800,000


                                   CUSIP NO.
                                  361469 20 8

               CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES

                                       OF

                                 GBB CAPITAL I

                  9.75% CUMULATIVE TRUST PREFERRED SECURITIES,
                                     SERIES
             (LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)

GBB Capital I, a statutory business trust formed under the laws of the State of
Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is the
registered owner of EIGHT HUNDRED THOUSAND (800,000) Trust Preferred Securities
of the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the GBB Capital I 9.75% Cumulative Trust Preferred
Securities,  (liquidation amount $25 per Trust Preferred Security) (the "Trust
Preferred Securities"). The Trust Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Trust Preferred Securities are set forth in, and this
certificate and the Trust Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of  March 31, 1997, 

 
as the same may be amended from time to time (the "Trust Agreement") including
the designation of the terms of Trust Preferred Securities as set forth therein.
The Holder is entitled to the benefits of the Guarantee Agreement entered into
by Greater Bay Bancorp, a California corporation, and Wilmington Trust Company,
a Delaware banking corporation, as guarantee trustee, dated as of March 31,
1997, (the "Guarantee"), to the extent provided therein. The Trust will furnish
a copy of the Trust Agreement and the Guarantee to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and
is entitled to the benefits thereunder.

  In Witness Whereof, one of the Administrative Trustees of the Trust has
executed this certificate this 31st day of March, 1997.



  GBB Capital I


  By: /s/ Steven C. Smith
      ----------------------------------
      Steven C. Smith
      Administrative Trustee

 
                                   ASSIGNMENT

  For Value Received, the undersigned assigns and transfers this Preferred
Security to:



        (Insert assignee's social security or tax identification number)



                   (Insert address and zip code of assignee)

and irrevocably appoints



agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date: ________________

Signature: ___________________________________________________________________

  (Sign exactly as your name appears on the other side of this Preferred
   Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.