EXHIBIT 99.11

               First Amendment to the 1983 Performance Stock Plan





                                                                 FIRST AMENDMENT

                               BOARD OF DIRECTORS

AMENDMENT             RESOLVED, that the Board of Directors of this Corporation,
TO 1993         pursuant to the authority contained in Section 12 of  the  First
PERFORMANCE     Interstate  Bancorp  1983  Performance  Stock  Plan (the "Plan")
STOCK PLAN      hereby adopts an amendment to  the Plan in the form as set forth
                below:

                10A. Withholding on Restricted Stock. In addition,  with respect
                to an  Award  of  Restricted  Stock,  and  in  addition  to  the
                Company's  rights  under  Section  6.3 of the Plan,  the Company
                shall  have the  right to  withhold  that  portion  of Shares of
                Common  Stock  otherwise  vested  as are  necessary  to  satisfy
                applicable  withholding taxes, provided the Participant complies
                with the following requirements:

                (a) The Participant shall elect, on a date prior to the date the
                    applicable  tax is  determined,  to have shares apply to the
                    withholding obligation;

                (b) the election shall be irrevocable;

                (c) the  election  shall be  subject to the  disapproval  of the
                    Compensation Committee;

                (d) the  election  shall be made at least six  months  after the
                    Award of Restricted Stock; and

                (e) the  election  shall be made (i) either six months  prior to
                    the date the applicable tax is determined or (ii) within the
                    ten day "window period" beginning on the third day following
                    the release of quarterly or annual financial statements.

                    RESOLVED  FURTHER,  that the  appropriate  officers  of this
                Corporation  be,  and they  hereby are  authorized  to take such
                actions as are  reasonable  and  appropriate  to implement  this
                amendment.