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
B-1
Great Lakes
Bancorp, Inc.
Bay View Capital Corporation
Page 2
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 s
