EXHIBIT (10.20)  
  
SECOND  
AMENDMENT TO  
AMENDED AND RESTATED  
EMPLOYMENT AGREEMENT  
FIRST INTERSTATE BANCORP  
  
  
	Reference is made to the Amended and Restated 
Employment Agreement   
between First Interstate Bancorp ("First Interstate") and 
_________________   
("Employee"), effective as of ______________ (the 
"Agreement").  
  
	Terms which are defined in the Agreement shall have 
the same meaning  
	in this amendment.  
  
	1. Paragraph 10(d)(2) is amended so that the language 
following "(B)" reads as   
follows:  
  
	"the aggregate of the single sum actuarial equivalents 
of Employee's vested   
accrued benefits        under all nonqualified employee 
deferred compensation plans, except   
for the "Excluded Plans" (as defined in subparagraph (d)(4) 
below), sponsored by First   
Interstate or any affiliate thereof  (including the SERP) 
determined without regard to the   
provisions of the preceding clause (A),  and"  
  
	2. A new subparagraph (d)(4) is added to paragraph 
10(d), which reads as   
follows:  
  
	"(4) The term "Excluded Plan" in paragraph 10(d)(2)(B) 
refers to the portion of   
any plan sponsored by First Interstate or any affiliate that 
entitled the Employee to defer   
the receipt of a bonus that would otherwise be payable until 
some future time, at which   
time the deferred amount        would be payable in cash. 
For example, the term "Excluded   
Plan" encompasses any deferrals by the Employee of bonuses 
that were otherwise   
payable under the Annual Incentive and Profit Improvement 
Plans that were adopted in   
1990 and earlier years as well as deferrals for later cash 
payment of bonuses earned   
under any Management Incentive Plan, Regional Executive 
Incentive       Plan, or   
Corporate Executive Incentive Plan adopted in 1990 and later 
years.  The term   
"Excluded Plan" does not include any portion of a bonus that 
was deferred in the form   
of stock units under the 1991 or 1995 Performance Stock 
Plan.  It is the intent of this   
paragraph 10(d)(2)(B) and (d)(4) that the payment of any 
bonus deferred for future   
payment in cash not be accelerated from the time that it 
would otherwise be payable   
because a termination of employment has followed a      
Change in Control, but that such   
bonus shall instead be payable in accordance with the 
original terms of the election   
governing payment, and this Employment Agreement shall be 
interpreted in a manner   
that achieves that result."  
  
	The effective date of this Amendment shall be 
_________________; except as   
herein modified, the Agreement shall remain in full force 
and effect.  
  
							FIRST INTERSTATE   
BANCORP  
  
							By:   
________________________  
									 
(Title)  
						  
	____________________________  
								    
(Employee)