EXHIBIT 99.2


                           CERTIFICATE OF AMENDMENT
                                      OF
                           ARTICLES OF INCORPORATION
                                      OF
                           CAPITOL BANK OF COMMERCE


     EDWARD L. LAMMERDING and PENNY TYLER certify:

     That they are the President and Secretary, respectively, of CAPITOL BANK OF
COMMERCE, a California corporation.

     That at a meeting of the Board of Directors of the corporation duly held at
525 Downtown Plaza, Sacramento, on December 1, 1976, the following resolution
was adopted:

          WHEREAS, it is deemed to be in the best interests of this corporation
     and its shareholders that its Articles of Incorporation be amended as
     hereinafter provided:

          RESOLVED, that Article II, PURPOSES, of the Articles of Incorporation
     is hereby amended to add Paragraph F. TRUST DEPARTMENT, which shall read as
     follows:

          F.  TRUST DEPARTMENT.  To engage in, conduct and transact the business
              ----------------                                                  
     of a trust company as defined and provided for in the Banking Law of the
     State of California, and to assume all the duties and to have, exercise,
     enjoy and possess all the functions, rights, powers, franchises and
     privileges which a trust company may now have or hereafter be authorized or
     empowered by the Banking Law or any other law of the State of California to
     assume, have, exercise, enjoy or possess.

     That the shareholders have adopted said amendment by a resolution at a
meeting held at Sacramento, California, on December 1, 1976; and that the
wording of the amended articles, as set forth in the shareholders' resolution,
is the same as that set forth above.

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     That the number of shares which voted affirmatively for the adoption of
said resolution is 345,900 and that the total number of shares entitled to vote
on said amendment is 400,000.

     Dated:  December 6, 1976.

                                    /s/ Edward L. Lammerding
                                 -------------------------------
                                 Edward L. Lammerding, President



                                    /s/ Penny Tyler
                                 -------------------------------
                                 Penny Tyler, Secretary



                                 VERIFICATION
                                 ------------

     Each of the undersigned declares under penalty of perjury that the matters
set forth in the foregoing certificate are of his own knowledge true and
correct.

     Executed at Sacramento, California, on December 6, 1976.

                                    /s/ Edward L. Lammerding
                                 -------------------------------
                                 Edward L. Lammerding, President



                                    /s/ Penny Tyler
                                 -------------------------------
                                 Penny Tyler, Secretary

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