EXHIBIT 99.3
Second Amendment to the 1991 Performance Stock Plan
SECOND AMENDMENT
TO
FIRST INTERSTATE BANCORP
1991 PERFORMANCE STOCK PLAN
First Interstate Bancorp adopted the First Interstate Bancorp 1991
Performance Stock Plan (the "Plan") effective February 7, 1991 as approved by
the shareholders on April 19, 1991 at the Annual Shareholder's meeting.
In order to have a consistent definition of Change in Control among
First Interstate Bancorp's various plans, this Amendment is being adopted. This
Amendment is effective June 20, 1994.
1. The definition of Change in Control in Section 14, Additional
Definitions is amended by revised it to read as follows:
"Change in Control" of the Company means and shall be deemed to have
occurred if and when any one of the following five events occurs: (a)
any "person" (as such term is used in Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act")) becomes a beneficial owner,
directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding
securities; (b) individuals who were members of the Board of Directors
of the Company immediately prior to a meeting of the stockholders of the
Company involving a contest for the election of Directors do not
constitute a majority of the Board of Directors following such election;
(c) the stockholders of the Company approve the dissolution or
liquidation of the Company; (d) the stockholders of the Company approve
an agreement to merge or consolidate, or otherwise reorganize, with or
into one or more entities which are not Subsidiaries, as a result of
which less than 50% of the outstanding voting securities of the
surviving or resulting entity are, or are to be, owned by former
stockholders of the Company (excluding from the term "former
stockholders" a stockholder who is, or as a result of the transaction in
question becomes, an "affiliate", as that term is used in the Exchange
Act and the Rules promulgated thereunder, of any party to such merger,
consolidation or reorganization); or (e) the stockholders of the Company
approve the sale of substantially all of the Company's business and/or
assets to a person or entity which is not a Subsidiary.
Executed at Los Angeles, California this 20th day of July, 1994.
FIRST INTERSTATE BANCORP
By: /SIGNED/
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Executive Vice President
By: /SIGNED/
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Secretary