<PAGE>

                         MINUTES OF AN ANNUAL MEETING OF
                   THE SHAREHOLDERS OF SUMMIT BANCSHARES, INC.

                                  MAY 19, 1999

                --------------------------------------------

A meeting of the Shareholders of Summit Bancshares, Inc., was conducted on May
19, 1999, 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
4:30 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 April 15, 1999, 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 March 26,
1999, 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 March 26, 1999, there were 460,167 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 Patricia Walker, an employee of
ChaseMellon Shareholder Services, L.L.C., showing that she caused to be mailed
on April 21, 1999, 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. Asa Drew., of ChaseMellon Shareholder Services,
L.L.C., who was appointed by the Board of Directors as the Inspector of
Elections, and indicated that Mr. Drew had duly taken his oath of office in
writing. The Secretary was directed to file said oath

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SUMMIT BANCSHARES, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1999
PAGE 2

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.

Mr. Drew reported that there were represented in person or by proxy 367,631
common shares of the Company, for a total percentage of shares of the Company
present, in person or by proxy, of 79.89%.

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 2000 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
PricewaterhouseCoopers, L.L.P., as public auditors for the year 1999.

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 2000 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 2000 Annual Meeting of Shareholders or until their
successors are elected and qualified, to wit: Stuart J. Kahn; 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
PricewaterhouseCoopers, L.L.P., to audit the financial statement of the Company
for the fiscal year 1999. The following resolution was proposed by the
Secretary:

         RESOLVED THAT THE APPOINTMENT OF THE ACCOUNTING FIRM OF
         PRICEWATERHOUSECOOPERS, L.L.P., AS THE INDEPENDENT AUDITORS FOR THE
         COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999, BE APPROVED AND
         RATIFIED.

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SUMMIT BANCSHARES, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1999
PAGE 3



The  resolution was moved by Mr. State and seconded by Mrs. Williams.  The
Chairman asked if there was any discussion.  Hearing none, the discussion was
closed.

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

Mr. Drew 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: Stuart J. Kahn; 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 366,131 common
shares of the Company, being in excess of the majority of the 367,631 common
shares represented at the meeting, in person or by proxy, voted to approve Item
2, the appointment of PricewaterhouseCoopers, L.L.P., as auditors of the Company
for the fiscal year ending December 31, 1999.

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. Nakahara moved that the meeting be adjourned, and Mrs.
Warren seconded the motion. Hearing no objection, the meeting was adjourned at
4:45 p.m.

                                       Respectfully submitted:


                                       /s/ Xristi Megas
                                       -------------------------------
                                       Xristi Megas
                                       Recording Secretary



         Attested:                                   Attested:


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