EXHIBIT (10.24)  
  
  
FIRST AMENDMENT  
TO  
SPLIT-DOLLAR LIFE INSURANCE AGREEMENT  
  
  
  
  
	This Agreement amends the Split-Dollar Life Insurance 
Agreement entered   
into as of _____________, 19____ by and between First 
Interstate Bancorp (the   
"Company") and ______________ ("Employee"):  
  
	1.	Subsection (b) of Section 9, Qualifying 
Termination on account of   
termination after a Change in Control is amended by deleting 
"50%" and inserting   
"60%" in its place.  
  
	Executed at Los Angeles, California this 25th day of 
March, 1996.  
  
  
  
  
						FIRST INTERSTATE BANCORP  
  
  
  
						By: 
_________________________  
							Executive Vice 
President  
  
					  
	By:__________________________  
							Secretary  
  
  
  
  
  
  
  
W032596F.DOC