Bank of Marin Announces Stock Split, Special Cash Dividend and Record First Quarter Earnings.

Business Editors

CORTE MADERA, Calif.--(BUSINESS WIRE)--April 15, 2004

Bank of Marin (NASDAQ:BMRC) Chairman Judith O'Connell Allen and President and CEO Robert Griswold announced that earlier today at its regularly scheduled meeting, the Board of Directors approved a resolution declaring a 3 for 2 stock split and a special one time cash dividend of $0.40 per post split share. The stock split and the cash dividend have been declared contingent upon shareholder approval at the annual meeting of shareholders on May 4 of an increase in authorized common stock to 15 million shares and the approval of the California Department of Financial Institutions of the amendment to the Articles of Incorporation. The stock split is payable May 24 to shareholders of record on May 19 and the cash dividend is payable May 27 to shareholders of record on May 25. Cash will be paid in lieu of issuing fractional shares for the stock split. With this announcement, the bank has declared a shareholder dividend for ten consecutive years.

Bank of Marin also announced record first quarter earnings of $2,029,000, an increase of 25.9% over the first quarter of 2003. Earnings per share (diluted), restated for the 3 for 2 stock split declared earlier today, were $0.42 in 2004 and $0.35 in 2003. At quarter end, total assets were $656.1 million and total deposits were $594.1 million, increases of 20% and 20.2%, respectively.

Bank of Marin had $468.5 million in loans at quarter end, an increase of 8.5% over the total of $431.9 million one year ago. Griswold commented that he is pleased with the quality and mix of the Bank's portfolio and is encouraged by the strength of the loan pipeline. "We were able to achieve a level of loan growth comparable to our peers in an aggressive refinance market, and without sacrificing long term margins for short term gains. Our first quarter loan charge offs of less than $60,000 and the continued absence of any non-performing loans attest to the quality of our portfolio and, the experience and dedication of our team of lenders, managers and business developers. Our pipeline began building in the fourth quarter and the trend continues, suggesting a more robust rate of loan growth in coming quarters.

"We are quite comfortable that we are very well positioned for the near term future. We have strengthened the management team, improved the loan pipeline, maintained our focus on credit quality, increased our liquidity through the investment portfolio, continued to build capital and we have nine branch locations from Sausalito to Petaluma to serve our market area. We now have eight of our nine branches and our Wealth Management Services contributing to our bottom line, and our newest branch in Sausalito is growing ahead of our projections. We anticipate that our shareholders will be very pleased by the Board's decision to split the stock and declare a special one time cash dividend," said Griswold.

Bank of Marin has nine offices in Sausalito, Strawberry, Corte Madera, San Rafael, Northgate, Novato, and Petaluma. The Bank's Wealth Management Services is located at the Corte Madera branch location.

This release may contain certain forward-looking statements that are based on management's current expectations regarding economic, legislative, and regulatory issues that may impact the Bank's earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, real estate values, and competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory and technological factors affecting the Bank's operations, pricing, products and services. These and other important factors are detailed in various Federal Deposit Insurance Corporation filings made periodically by the Bank, copies of which are available from the Bank without charge. The Bank undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

                           BANK OF MARIN
                        FINANCIAL HIGHLIGHTS
                       Year To Year Comparison
                             Mar 31 2004

FIRST QUARTER         QTR 2004      QTR 2003       CHANGE     %CHANGE
------------------- ------------- ------------- ------------- -------
 NET INCOME           $2,029,000    $1,611,000    $418,000     25.95%

 DILUTED EARNINGS
  PER SHARE*               $0.42         $0.35       $0.07     20.00%

 RETURN ON ASSETS (ROA)     1.26%         1.22%       0.04%     3.28%

 RETURN ON EQUITY (ROE)    14.11%        13.44%       0.67%     4.99%

AT PERIOD END        Mar 31 2004   Mar 31 2003     CHANGE    % CHANGE
------------------- ------------- ------------- ------------- -------
 TOTAL ASSETS       $656,082,000  $546,667,000  $109,415,000   20.01%

 TOTAL DEPOSITS     $594,088,000  $494,104,000   $99,984,000   20.24%

 TOTAL LOANS        $468,467,000  $431,873,000   $36,594,000    8.47%

 LOAN LOSS RESERVE
  TO LOANS**                1.26%         1.29%       (0.03%) (2.33%)

 TOTAL NONPERFORMING
  LOANS                       $0            $0            $0    0.00%

 SHAREHOLDERS'
  EQUITY             $58,702,000   $49,082,000    $9,620,000   19.60%

 BOOK VALUE PER
  SHARE*                  $13.02        $11.23         $1.79   15.94%

 TOTAL CAPITAL TO
  ASSETS                    8.95%         8.98%       (0.03%) (0.35%)

 TOTAL RISK BASED
  CAPITAL RATIO            11.02%        10.59%         0.43%   4.06%

*  Restated in 2003 for 3 for 2 stock split declared April 2004
** Including reserve for loan commitments