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                           MINUTES OF AN ANNUAL MEETING OF 
                     THE SHAREHOLDERS OF SUMMIT BANCSHARES, INC.
                                           
                                    APRIL 24, 1997
                   -----------------------------------------------
  

A meeting of the Shareholders of Summit Bancshares, Inc., was conducted on
April 24, 1997, in the board room of Summit Bank at 2969 Broadway, Oakland,
California.

The meeting was called to order by Shirley W. Nelson, Chairman of the Board, at
2:00 p.m. The Chairman asked George H. Hollidge, Corporate Secretary, to present
proof of the due calling of the meeting.

Secretary Hollidge presented a copy of the printed Notice of Annual Meeting of
Shareholders dated March 26, 1997, stating the meeting's time, place, and
purpose.  The Secretary suggested that the reading of the notice be dispensed
unless there was a request to do so.  No request was made.  He then stated if
any of the Shareholders present had an objection to the contents of the notice
or the manner in which the notice was served, such objection should be stated or
it would be deemed waived.  No objection was voiced.

Second, the Secretary presented a complete list certified by ChaseMellon
Shareholder Services, L.L.C., the stock transfer agent for the Company, of the
holders of the common stock of the Company at the close of business on
February 28, 1997, the record date fixed by the Board of Directors for
Shareholders entitled to notice of and to vote at the meeting.  This list, which
was kept open to the inspection of Shareholders throughout the meeting, showed
that at the close of business on February 28, 1997, there were 429,224 common
shares of the Company issued and outstanding.

Third, the Secretary requested that the Chairman instruct that there be attached
to the minutes of the meeting the declaration of Duane Knutson, an employee of
ChaseMellon Shareholder Services, L.L.C., showing that he caused to be mailed on
March 26, 1997, to each of the Shareholders of Record, a copy of the Notice of
Annual Meeting of Shareholders.  

Chairman Nelson directed Secretary Hollidge to incorporate a copy of the notice
of meeting, together with the declaration of mailing of the notice, in the
Minute Book of the Company as a part of the Minutes of this meeting.  The
Chairman stated that the Minute Book would be kept open to the inspection of
Shareholders throughout the meeting.

The Chairman then introduced Mr. Duane Knutson, of ChaseMellon Shareholder
Services, L.L.C., who was appointed by the Board of Directors as the Inspector
of Elections, and indicated that Mr. Knutson had duly taken his oath of office
in writing.  The Secretary was directed to file said oath with the minutes of
the meeting.  The Chairman then requested that the Inspector make a poll of the
shares represented at the meeting in person or by proxy.


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Summit Bancshares, Inc.
Annual Meeting of Shareholders
April 24, 1997
Page  2



Mr. Knutson reported that there were represented in person or by proxy 295,018
common shares of the Company, for a total percentage of shares of the Company
present, in person or by proxy, of 68.7%.

Chairman Nelson stated that, based upon these numbers, a quorum was present. 
The meeting was declared lawfully and properly convened and competent to proceed
to the transaction of the business as stated in the notice.

Chairman Nelson then announced that there were two items on the agenda for the
meeting and briefly discussed voting procedures.  She briefly described the
agenda items:

Item 1 pertained to election of Directors to serve until the 1998 Annual Meeting
of Shareholders or until their successors are elected and qualified.  Those
seven (7) nominees receiving the highest number of votes will be those elected.

Item 2 involved  the proposal to approve the appointment of Coopers & Lybrand,
L.L.P., as public auditors for the year 1997.  

Chairman Nelson explained that, in addition, the Shareholders may consider such
other business as may be properly come before the Annual Meeting and any
adjournment or adjournments thereof.  She further indicated that the meeting
would take up the agenda items in the order described and that any Shareholder
voting in person at the meeting had been provided a ballot for use in voting on 
the agenda items and would be given time after each item was discussed to mark
the ballot, entering in the appropriate space the number of shares being voted
on each matter. 

The Chairmen next indicated that the first item was election of Directors to
serve until the 1998 Annual Meeting or until their successors are elected and
qualified.  The Board of Directors nominated seven individuals for election as
Directors, to serve until the 1998 Annual Meeting of Shareholders or until their
successors are elected and qualified, to wit:  Jerrald R. Goldman, M.D.; 
George H. Hollidge; Kikuo Nakahara; Shirley W. Nelson; Thomas H. State; Mary C.
Warren; and Barbara J. Williams.  The Secretary announced that there were no
further nominees; and, accordingly, nominations were declared closed.  The
Chairman requested that any Shareholders voting in person mark their ballots and
hold the same pending later matters to be voted.

Next on the agenda was Item 2, the ratification of the selection of Coopers &
Lybrand, L.L.P., to audit the financial statement of the Company for the fiscal
year 1997.  The following resolution was proposed by the Secretary:

               RESOLVED THAT THE APPOINTMENT OF THE ACCOUNTING FIRM OF COOPERS &
               LYBRAND, L.L.P., AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR
               THE FISCAL YEAR ENDING DECEMBER 31, 1997, BE APPROVED AND 
               RATIFIED.
               
The resolution was moved by Mr. State and seconded by Mrs. Warren.  The Chairman
asked if there was any discussion.  Hearing none, the discussion was closed.

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Summit Bancshares, Inc.
Annual Meeting of Shareholders
April 24, 1997
Page 3

The Chairman thereupon inquired whether there was any further business to come
before the meeting.  Hearing none, she then asked Mr. Knutson to provide the
tally of votes. 

Mr. Knutson as Inspector of Elections then reported to the persons present that
the seven (7) highest number of votes of the common shares of the Company for
the office of Director were as follows: Jerrald R. Goldman, M.D.;  George H.
Hollidge; Kikuo Nakahara; Shirley W. Nelson; Thomas H. State; Mary C. Warren;
and Barbara J. Williams.  Those individuals were declared elected to serve as
Directors of the Company for the following year or until their successors are
elected and qualified.

In addition, the Inspector of Elections indicated that holders of 294,688 common
shares of the Company, being in excess of the majority of the 295,018 common
shares represented at the meeting, in person or by proxy, voted to approve
Item 2, the appointment of Coopers & Lybrand, L.L.P., as auditors of the Company
for the fiscal year ending December 31, 1997.

The Chairman announced that the Report of the Inspector of Elections was
approved and ordered it appended to the minutes of the meeting.

There being no other business to come before the meeting, the Chairman asked for
a motion to adjourn.  Mr. Hollidge moved that the meeting be adjourned, and Mr.
State seconded the motion.  Hearing no objection, the meeting was adjourned at
2:10 p.m.

                                        Respectfully submitted:


                                        ---------------------------------------
                                        Xristi Megas
                                        Recording Secretary
               
               
               
               Attested:                          Attested:



----------------------------   -------------------------------------
George H. Hollidge                                Shirley W. Nelson
Corporate Secretary                               Chairman of the Board