U.S. Bank to Enter San FranciscoBay Area Through Branch Purchase and Deposit Assumption

July 22, 2002

MINNEAPOLIS--(BUSINESS WIRE)--July 22, 2002--U.S. Bancorp
(NYSE:USB) today announced that its lead bank, U.S. Bank, has enteredinto an agreement to purchase 57 branches in California from Bay ViewBank, a wholly-owned subsidiary of Bay View Capital Corporation(NYSE:BVC), in a cash transaction. This acquisition includesapproximately $3 billion in retail and small business deposits and$376 million in selected loans, including single-family residentialmortgages, home equity loans and small business loans.

Terms of the agreement include U.S. Bank paying an estimated

$429 million premium based on Bay View Bank's retail deposits. Thefinal amount of the premium will depend on the amount of Bay ViewBank's deposits at closing, which is anticipated to occur prior to theend of the fourth quarter 2002. This transaction is expected to beimmediately accretive to earnings and is subject to a number ofconditions, including Bay View Bank completing other transactions,obtaining certain consents and opinions, and the receipt of federalregulatory and Bay View shareholder approval. Bay View Bank mustcomplete additional asset sales, or otherwise secure financing, inorder to fund U.S. Bank's assumption of the deposits at closing.

Jerry A. Grundhofer, president and chief executive officer of U.S.Bancorp, commented, This branch purchase and deposit assumption willstrengthen our geographic footprint in California and provide an entryinto important fast growing communities in the Greater Bay Area. Wehave been very successful over the years with fill-in branchacquisitions of this type and view the integration related to thisacquisition as low risk. Most recently we purchased branches inSouthern California, Tennessee and Ohio, which proved very successfuland we anticipate the same success for this transaction. We lookforward to introducing our new customers to outstanding customerservice, including our exclusive `Five Star Service Guarantee,' whichguarantees customers certain key banking benefits or we will pay themif we fail to deliver. In addition to introducing our serviceguarantee, U.S. Bank customers throughout the Greater Bay Area willbegin to see a host of new consumer, commercial and trust financialservices and products.

As a result of this transaction, U.S. Bank will welcomeapproximately 550 new employees who currently work primarily in theSan Francisco Bay area in the Bay View Bank retail banking network.Following the completion of this acquisition, the Bay View Banklocations will become full-service U.S. Bank branches. U.S. Bankcurrently has 158 full-service branches in California and will have215 full-service branches once the acquisition is completed. Thisacquisition also includes 63 ATM locations that will increase U.S.Bank's ATM network in California to 278 convenient locations.

The 57 branch locations being acquired by U.S. Bank are in thefollowing California markets: San Francisco and the San Franciscopeninsula; San Jose; Alameda County; Contra Costa County; Santa Rosa;Vallejo-Fairfield-Sonoma; and Santa Cruz.

Bay View Capital Corporation is a commercial bank holding companyheadquartered in San Mateo, California. The Company's principalsubsidiary is Bay View Bank, a nationally chartered commercial bankwhich is the largest deposit franchise exclusively serving the SanFrancisco Bay Area with 57 full-service branches.

Minneapolis-based U.S. Bancorp, with assets in excess of

$173 billion, is the 8th largest financial services holding company inthe United States. The company operates 2,131 banking offices and4,818 ATMs, and provides a comprehensive line of banking, brokerage,insurance, investment, mortgage, trust and payment services productsto consumers, businesses and institutions. U.S. Bancorp is home of theFive Star Service Guarantee which assures customers of certain keybanking benefits and services or customers will be paid for theirinconvenience. U.S. Bancorp is the parent company of Firstar Bank andU.S. Bank. Visit U.S. Bancorp on the web at usbank.com and FirstarBank at firstar.com.

U.S. Bancorp's David M. Moffett, vice chairman and chief financialofficer, and Richard K. Davis, vice chairman and head of consumerbanking and payment services, will host a conference call to discussthe transaction on Tuesday, July 23, 2002, at 7:45 a.m. (CDT). Theconference call will be available by telephone or on the Internet. Ashort slide presentation will be referenced during the conference calland is now available on the Company's website at usbank.com.

To access the conference call, please dial 800-451-7724 and askfor the U.S. Bancorp conference call. Participants calling fromoutside the United States, please call 785-830-1976. For those unableto participate during the live call, a recording of the call will beavailable from 5:00 p.m. (CDT) on Tuesday, July 23, 2002 through11:00 p.m. (CDT) on Tuesday, July 30, 2002. To access the recordedmessage dial 800-753-8878. If calling from outside the United States,please dial 402-220-0688.

To access the slide presentation and/or webcast, go to U.S.Bancorp's website and click on Investor/Shareholder Information andthen Presentation/Webcasts, under the Investor Information section.Individuals without Internet access may request a copy of the slidepresentation by calling 612-973-2264.

Forward-Looking Statements

This press release contains forward-looking statements. Statementsthat are not historical or current facts, including statements aboutbeliefs and expectations, are forward-looking statements. Theseforward-looking statements cover, among other things, anticipatedearnings impact of the acquisition and future integration activities.Forward-looking statements involve inherent risks and uncertainties,and important factors could cause actual results to differ materiallyfrom those anticipated, including the following, in addition to thosecontained in the Company's reports on file with the SEC: (i) generaleconomic or industry conditions could be less favorable than expected,resulting in a deterioration in credit quality; (ii) the Company couldencounter unforeseen complications in connection with the ongoingintegration of the products, operations and information systems ofFirstar Corporation and with the former U.S. Bancorp that couldadversely affect the Company's operations or customer relationships;and (iii) the acquisition of the branches and certain operations ofBay View Bank may not produce revenue enhancements or cost savings atlevels or within time frames originally anticipated, or may result inunforeseen integration difficulties. Forward-looking statements speakonly as of the date they are made, and the Company undertakes noobligation to update them in light of new information or futureevents.


CONTACT: U.S. Bancorp

Steve Dale (Media), 612/973-0898

H.D. McCullough (Analysts), 612/973-2261

Judith Murphy (Analysts), 612/973-2264



SOURCE: U.S. Bancorp

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