First Amendment to the 1991 Director Option Plan



                                 FIRST AMENDMENT
                                       TO
                            FIRST INTERSTATE BANCORP
                            1991 DIRECTOR OPTION PLAN
                            (as amended and restated)


        First  Interstate  Bancorp  adopted the First  Interstate  Bancorp  1991
Director Option Plan effective October 16, 1990.

        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.  The  definition  of Change in Control in
Section 7, Change in Control is amended by revising it to read as follows:

        Any Option granted hereunder shall become immediately exercisable to the
full extent  theretofore  not  exercisable  upon the  occurrence of a "Change in
Control".  "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/
                                           -----------------------
                                           Executive Vice President

                                        By:   /SIGNED/
                                           -------------------------
                                                Secretary