EXHIBIT 99.8

               First Amendment to the 1988 Performance Stock Plan




                                 FIRST AMENDMENT
                                       TO
                                FIRST INTERSTATE
                           1988 PERFORMANCE STOCK PLAN

        First  Interstate  Bancorp  adopted the First  Interstate  Bancorp  1988
Performance Stock Plan (the "Plan")  effective  February 16, 1988 as approved by
the shareholders on April 29, 1988.

        In order to have consistent  treatment under First Interstate  Bancorp's
various plans in the event that employees  become  employees of another company,
this amendment is being adopted. This amendment is effective August 17, 1992.

        1.   New sentences have been added to Section 6.1 of the Plan to read as
 follows:

             In the event that  employees  of the  Company  or its  Subsidiaries
             become  employees of another  company  pursuant to a stock or asset
             sale, merger, or similar transaction or in the event of a corporate
             reorganization,  reduction in force or similar event, the Committee
             shall have the  authority,  which  shall be  exercised  in its sole
             discretion,   to  continue  to  credit   service  for  purposes  of
             satisfying  the  restricted  period  requirements  set forth in the
             Restricted  Stock  Agreement.  Such Committee  authority shall only
             apply  to  restricted  stock  granted  to  individuals  who are not
             subject to Section 16 of the Securities Exchange Act.

        2.   The following paragraph has been added as a new Section 15:

             15.  Expiration  of  Options.  In the event that  employees  of the
             Company or its  Subsidiaries  become  employees of another  company
             pursuant to a stock or asset sale, merger or similar transaction or
             in the event of a corporate  reorganization,  reduction in force or
             similar event, the Committee shall have the authority,  which shall
             be exercised in its sole discretion, to modify the dates upon which
             options previously granted shall expire.  Such Committee  authority
             shall  only apply to options  granted  to  individuals  who are not
             subject  to  Section  16  of  the  Securities   Exchange  Act.  Any
             modification to the terms under which the option would


             otherwise  expire  shall not cause the option to expire  later than
             the date the option was originally  scheduled to expire pursuant to
             the terms or the original Stock Option Agreement.

        Executed at Los Angeles this 22nd day of August, 1995.


                                        FIRST INTERSTATE BANCORP

                                        By:    /SIGNED/
                                           -----------------------
                                           Executive Vice President

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