Exhibit 10.13





DEFERRED COMPENSATION PLAN





1. Establishment and Purpose of Plan


      1.1 Establishment and Duration of Plan. The Board of Directors of First
Interstate BancSystem, Inc. (“FIBS”), hereby establishes the First Interstate
BancSystem, Inc. Executive Non-Qualified Deferred Compensation Plan (the
“Plan”), effective as of November 20, 1998.


      1.2 Purpose of Plan. The purpose of the Plan is to provide Participants
with benefits upon their retirement or termination of employment, as provided
herein.





2. Definitions.


      2.1 Pronouns and Plurals. Wherever any words are used herein in the
masculine, feminine or neuter, they shall be construed as though they were also
used in another gender in all cases where they would so apply, and whenever any
words are used herein in the singular or plural form, they shall be construed
as though they were also used in the other form in all cases where they would
so apply, unless the context clearly indicates the contrary.


      2.2 Defined Terms. Wherever used herein, unless a different meaning is
clearly required by context, the following terms are defined as set forth
below:



	(a)	 	“Account” means a Participant’s Deferred Compensation Account
and/or Stock Option Deferral Account, as applicable.
	 
	(b)	 	“Affiliate Board” means the board of directors of First
Interstate Bank (Wyoming charter) and the board of directors of
First Interstate Bank (Montana charter).
	 
	(c)	 	“Beneficiary” means the person or persons who are designated
by a Participant, in his Designation of Beneficiary, to receive
payments under the Plan. The most recent Designation of Beneficiary
signed and dated by the Participant replaces any prior designations.
	 
	(d)	 	“Board” means the Board of Directors of FIBS.
	 
	(e)	 	“FIBS” means First Interstate BancSystem, Inc., a Montana
corporation, its successors and any affiliated or subsidiary
entities designated by the Board.
	 
	(f)	 	“Compensation” means all salary and bonuses (after required
withholdings) and directors’ fees paid or payable by FIBS to a
Participant during the calendar year for services rendered to or for
the benefit of FIBS. Compensation does not include expense
reimbursements or any form of non-cash compensation or benefits.
	 
	(g)	 	“Deferral Commitment” means a Salary Deferral Commitment, a
Bonus Deferral Commitment or a Directors’ Fees Deferral Commitment
made by a Participant



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	 	 	pursuant to Section 4 and which is set forth in a Participation Agreement
which has been submitted by the Participant to the Plan Administrator.
	 
	(h)	 	“Deferral Period” means each period for which a Participant
is entitled to receive payment of Compensation a portion of which
the Participant may elect to defer under this Plan. The Deferral
Period shall be one calendar year, or such part of the year during
which the Participant is eligible under Section 3. The Deferral
Period may be modified pursuant to Section 4.5. A Participant is
required to submit a Participation Agreement for each Deferral
Period.
	 
	(i)	 	“Deferred Compensation” means the amount of a Participant’s
Compensation which he elects to defer under the Plan. A Participant
may not change his deferral election during a Deferral period except
as provided in Section 4.5. All deferrals of Compensation under
this Plan must be made before a Participant is entitled to receive
such Compensation from FIBS and before he has performed the services
for which such Compensation is payable; however, a Participant shall
not be deemed to have performed the services for which a bonus is
payable until the last day of the calendar year, since such services
are not completed until the Board has an opportunity to review the
entire year of services.
	 
	(j)	 	“Deferred Compensation Account” means the account maintained
by FIBS in accordance with Section 7, with respect to any deferral
of Compensation under Section 4 of this Plan. A Participant’s
Deferred Compensation Account shall be utilized solely as a device
for the determination and measurement of the amounts to be paid to a
Participant pursuant to the Plan. The Account shall not constitute
or be treated as a trust fund of any kind.
	 
	(k)	 	“Designation of Beneficiary” means the form that indicates a
Participant’s choice of Beneficiaries. Only one Designation of
Beneficiary is valid, the most recent, and dictates the disposition
of all Plan benefits from all deferral years.
	 
	(l)	 	“Disability” means a physical or mental condition which, in
the opinion of the Plan Administrator, prevents a Participant from
satisfactorily performing a Participant’s usual duties for FIBS.
The Plan Administrator’s decision as to Disability will be based
upon medical reports and/or other evidence satisfactory to the Plan
Administrator.
	 
	(m)	 	“401(k) Plan” means the Savings and Profit Sharing Plan for
Employees of First Interstate BancSystem of Montana, Inc.
	 
	(n)	 	“Participant” means a member of a the class of eligible
persons determined under Section 3.1, who has been selected for
participation in the Plan pursuant to Section 3.2 and whose
participation has not terminated under Section 3.4.
	 
	(o)	 	“Participation Agreement” means the agreement executed by a
Participant providing for the deferral of a portion of a
Participant’s Compensation under the



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	 	 	Plan. The Participation Agreement shall be an integral part
of the Plan with respect to the Participant who executes such Participation
Agreement. A Participation Agreement is only effective with
respect to a single Deferral Period, which must be designated
therein.
	 
	(p)	 	“Plan” means the nonqualified defined contribution plan
described herein, which shall be known as the “First Interstate
BancSystem, Inc. Executive Non-Qualified Deferred Compensation
Plan.”
	 
	(q)	 	“Plan Administrator” means the committee appointed by the
Board to administer the Plan pursuant to Section 10.
	 
	(r)	 	“Plan Year” means the calendar year.
	 
	(s)	 	“Stock Appreciation Right” means a right to receive a cash
payment from FIBS with respect to the exercise of a Stock Option,
which has been granted to a Participant in connection with the
issuance of a Stock Option under the Stock Option Plan.
	 
	(t)	 	“Stock Appreciation Right Value” means the amount of the cash
payment which a Participant is entitled to receive from FIBS with
respect to a Stock Appreciation Right at the time of exercise of the
related Stock Option (or would become entitled to receive but for
the deferral of such receipt pursuant to a Stock Option Deferral
Election under this Plan).
	 
	(u)	 	“Stock Option” means an option to purchase FIBS stock which
has been granted to a Participant under the Stock Option Plan.
	 
	(v)	 	“Stock Option Deferral Election” means, in the case of a
Participant who has been granted one or more Stock Options, an
election to convert the gains from the exercise of such options into
a deferred payment obligation under this Plan, provided such
election meets all the requirements of Section 5.1.
	 
	(w)	 	“Stock Option Deferral Account” means the account maintained
by FIBS in accordance with Section 7, which shall reflect the number
of Stock Units credited to a Participant with respect to any Stock
Option Deferral under this Plan. A Participant’s Stock Option
Deferral Account shall be utilized solely as a device for the
determination and measurement of the amounts to be paid to a
Participant pursuant to the Plan. The Account shall not constitute
or be treated as a trust fund of any kind. The value of a
Participant’s Stock Option Deferral Account shall be the number of
Stock Units credited to the Account, multiplied by the Stock Value.
	 
	(x)	 	“Stock Option Exercise Price” means, with respect to any
Stock Option, the per share purchase price of FIBS common stock
under the option.
	 
	(y)	 	“Stock Option Plan” means the First Interstate BancSystem of
Montana Stock



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	 	 	Option and Stock Appreciation Rights Plan adopted effective November 7, 1984, as amended.
	 
	(z)	 	“Stock Option Value” means, with respect to each share of
FIBS common stock which is subject to purchase under a Stock Option,
the Stock Value minus the Stock Option Exercise Price applicable to
such share at the time of exercise of the Stock Option.
	 
	(aa)	 	“Stock Unit” means one share of hypothetical stock of FIBS,
having a value equal to the Stock Value at any time, and having only
the other characteristics set forth in this Plan, and subject to all
the terms and conditions hereof.
	 
	(bb)	 	“Stock Value” means the per share value of FIBS common stock
as determined under the most recent quarterly appraisal used for
purposes of valuing FIBS common stock held by the 401(k) Plan, or if
the stock is traded on an established securities market, the market
value of the stock on the day as of which the value is being
determined.
	 
	(cc)	 	“Trust” means the trust established by FIBS that identifies
the Plan as a plan with respect to which assets are to be held by
the Trustee. The Trust shall conform to the requirements of the
model trust described in IRS Revenue Procedure 92-64.
	 
	(dd)	 	“Trustee” means the trustee or trustees under the Trust.
	 
	(ee)	 	“Year of Participation” shall mean a Plan Year during which
an employee completed a whole calendar year of full-time service
with FIBS and during part or all of which the employee was a
Participant.




3. Eligibility and Participation


      3.1 Class of Eligible Individuals. The class of persons who are eligible
to participate in the Plan shall be a select group of management or highly
compensated employees of FIBS who satisfy such criteria as may be established
by the Board from time to time, and all the members of the Board and the
Affiliate Boards.


      3.2 Determination of Eligibility. The Board shall have the exclusive
power to select the members of the class of eligible personnel described in
Section 3.1, if any, who shall participate in the Plan, and to determine the
time or times at which each person so selected shall become a Participant. The
Board shall notify the Plan Administrator and each person selected of his
eligibility to participate, and as a condition of participation shall require
the person to execute a written acknowledgment agreeing to be bound by the
terms of the Plan.


      3.3 Classes of Participants. The Board may create classes of
Participants, each class consisting of one or more Participants for whom
contributions shall be limited to any one or more of the following categories
as designated by the Board:


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	(a)	 	Salary deferrals under Section 4.3(a);
	 
	(b)	 	Bonus deferrals under Section 4.3(b);
	 
	(c)	 	Directors’ fees deferrals under Section 4.3(c);
	 
	(d)	 	Stock Option deferrals (including Stock Appreciation Rights
deferrals) under Section 5; and
	 
	(e)	 	Discretionary contributions under Section 6.



      If the Board creates such classes of Participants, then notwithstanding
any other provision of this Plan a Participant shall be entitled to elect
deferrals or receive contributions only in the categories allowed to members of
the class to which the Participant has been assigned by the Board. If the
Board does not assign a Participant to a class, the Participant shall be
entitled to participate in deferrals and contributions under any of Sections 4,
5 and 6 as provided therein.


      The Board may change the assignment of a Participant from one class to
another at any time, provided that such change shall not affect an individual’s
right to receive any amounts to which the individual became entitled under this
Plan prior to the date of such change y time. The Board shall notify the Plan
Administrator and affected Participant(s) of any assignment or reassignment of
the Participant to a class of Participants, as soon as practicable thereafter,
but any delay in notification or failure to notify the person shall not extend
the effective date of assignment or reassignment.


      3.4 Cessation of Participation. A person shall cease to be a Participant
in the Plan upon the earlier of (1) the date on which the Board has acted to
terminate the person’s participation, or a later date specified by action of
the Board, or (2) the date on which the person ceases to be a member of the
class of eligible personnel described in Section 3.1. The Board shall notify
the Plan Administrator and any person whose participation has been terminated
by action of the Board, as soon as practicable thereafter, but any delay in
notification or failure to notify the person shall not extend the effective
date of termination. Cessation of participation shall not affect an
individual’s right to receive any amounts to which the individual became
entitled under this Plan prior to the date of such cessation.



4. Deferral Commitments


      4.1 Election to defer Compensation. A Participant may elect to defer
Compensation with respect to any Deferral Period by submitting a Participation
Agreement to the Plan Administrator no later than the 1st day of the month
immediately preceding the Deferral Period. Each year a Participant shall
complete a new Participation Agreements in accordance with this section, to
indicate the Participant’s Deferral Commitment for the next Deferral Period.


      4.2 Part-Year Participation. If an individual first becomes eligible to
participate during a Deferral Period, a Participation Agreement must be
submitted to the Plan Administrator no later than thirty (30) days following
notification of the individual of eligibility to participate,


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and such Participation Agreement shall be effective only with regard to Compensation
earned and payable following the submission of the Participation Agreement to
the Plan Administrator.


      4.3 Form of Deferral. A Participant may elect in his Participation
Agreement any of the following Deferral Commitments, as applicable:



	(a)	 	Salary Deferral Commitment. A Participant who is an FIBS
employee may elect to defer any portion of his base salary
for the Deferral Period. The amount to be deferred shall
be stated as an even percentage of base salary or an actual
annual dollar amount. If an actual annual dollar amount is
used then the deferrals will be proportionately spread out
over the normal salary pay periods.
	 
	(b)	 	Bonus Deferral Commitment. A Participant who is an FIBS
employee may elect to defer all or a portion of the bonus amounts to
be paid by FIBS in the Deferral Period. The amount to be deferred
shall be stated as an even percentage of such bonus or an actual
annual dollar amount of such bonus.
	 
	(c)	 	Directors’ Fees Deferral Commitment. A Participant who is a
member of the Board or an Affiliate Board may elect in the
Participation Agreement to defer any portion of his directors’ fees
for the Deferral Period. The amount to be deferred shall be stated
as an even percentage of directors’ fees or an actual annual dollar
amount.



      The amount of salary, bonus and directors’ fees which a Participant elects
to defer under each of the preceding subsections shall be separately
determined, and shall be credited to a Participant’s Deferred Compensation
Account as of the date the salary, bonus or directors’ fees would otherwise
have been payable to the Participant.


      4.4 Limitation on Deferral. A Participant may annually defer up to 100
percent of his Compensation. However, the Plan Administrator may impose a
maximum and/or minimum deferral amount under Section 4.3(a) and/or Section
4.3(b) from time to time by giving written notice to all affected Participants,
provided, however, that no such changes may affect a Deferral Commitment made
prior to the Plan Administrator’s action.


      4.5 Modification of Deferral Commitment. A Deferral Commitment shall be
irrevocable except that the Plan Administrator may permit a Participant to
reduce the amount to be deferred, or waive the remainder of the Deferral
Commitment upon a finding that the Participant has suffered a financial
hardship. If a Participant ceases receiving Compensation during a Deferral
Period due to Disability, the Deferral Commitment shall cease at that time.



5. Stock Option Deferral Election


      5.1 Election to Defer. A Participant who has been granted one or more
Stock Options and related Stock Appreciation Rights may elect to convert his
right to receive stock and cash under the Stock Option Plan upon exercise of
said Stock Options into a deferred payment


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obligation under this Plan. To be effective, the election to defer must satisfy all the following requirements:



	(a)	 	The election be made on a form prescribed by the Plan
Administrator, and must identify the Stock Options which are to be
affected by the election;
	 
	(b)	 	The election must be filed with the Plan Administrator at
least 6 months in advance of exercise of the identified Stock
Options;
	 
	(c)	 	The individual must still be a Participant at the time of
exercise; and
	 
	(d)	 	At the time of exercise of the Stock Options, the Participant
must submit to the Plan Administrator a certification, in form
acceptable to the Plan Administrator, representing that the
Participant owns, and has owned continuously for the period of six
months ending on the date of exercise, shares of FIBS common stock
then having an aggregate Stock Value not less than the aggregate
Stock Option Exercise Price for the shares covered by the Stock
Options.



      An election which satisfies all the foregoing criteria (a “Stock Option
Deferral Election”) shall be effective only with respect to the Participant’s
exercise of the particular Stock Options specified in the election.


      5.2 Effect of Election. The Participant’s exercise of Stock Options
subject to a Stock Option Deferral Election shall be deemed to be (1) a tender
of the shares referenced in Section 5.1(d) in exchange for an equivalent number
of shares pursuant to the Stock Options, and (2) a conversion of the
Participant’s rights to receive any additional shares under the Stock Options,
and to receive cash pursuant to the related Stock Appreciation Rights, into a
right to receive deferred compensation under this Plan, whereupon all rights of
the Participant with respect to said Stock Options and related Stock
Appreciation Rights under the Stock Option Plan shall immediately cease, and
the Participant’s rights with respect to said Stock Options and Stock
Appreciation Rights will be determined solely under this Plan.


      5.3 Deferred Compensation Credited in Respect of Stock Options and Stock
Appreciation Rights. Upon a Participant’s exercise of Stock Options affected
by a Stock Option Deferral Election, the following amounts shall be credited to
the Participant’s Account:



	(a)	 	To the Participant’s Stock Option Deferral Account, a number
of Stock Units which when multiplied by the Stock Value at such time
shall equal the sum of the Stock Option Values of the shares which
are subject to the Stock Options; and
	 
	(b)	 	To the Participant’s Deferred Compensation Account, a dollar
amount equal to the sum of the Stock Appreciation Right Values
attributable to such Stock Options, less any amounts required to be
withheld by FIBS to satisfy any federal, state and local income and
employment tax withholding requirements.



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6. Discretionary Contributions


      6.1 Supplementary Matching Contributions. For any Plan Year, FIBS may
make a supplementary contribution to this Plan on behalf of each Participant in
an amount equal to the difference between (a) and (b) below (or in proportion
to such differences as computed separately for each Participant):



	(a)	 	The matching contributions that would have been made to the
401(k) Plan on behalf of the Participant for the Plan Year, without
giving effect to (1) any reductions required by the limitations
imposed by the Internal Revenue Code, and/or (2) the deferral of
Compensation under this Plan; and
	 
	(b)	 	The amount of the matching contributions actually made on
behalf of the Participant to the 401(k) Plan for the Plan Year.



      The amount of the contribution, if any, under this section for any Plan
Year, and the determination of whether subsection (a)(1) or (a)(2), or both,
shall be taken into account, shall be determined by the Board in its sole
discretion. Any amount contributed on behalf of a Participant under this
Section shall be credited to the Participant’s Deferred Compensation Account,
as of the first day of the calendar quarter specified by the Board.


      6.2 Supplementary Discretionary Profit Sharing Contributions. For any
Plan Year, FIBS may make a supplementary contribution to this Plan on behalf of
each Participant in an amount equal to the difference between (a) and (b) below
(or in proportion to such differences as computed separately for each
Participant):



	(a)	 	The discretionary profit sharing contributions that would
have been made to the 401(k) Plan on behalf of the Participant for
the Plan Year, without giving effect to (1) any reductions required
by the limitations imposed by the Internal Revenue Code, and/or (2)
the deferral of Compensation under this Plan; and
	 
	(b)	 	The amount of the discretionary profit sharing contributions
actually made on behalf of the Participant to the 401(k) Plan for
the Plan Year.



      The amount of the contribution, if any, under this section for any Plan
Year, and the determination of whether subsection (a)(1) or (a)(2), or both,
shall be taken into account, shall be determined by the Board in its sole
discretion. Any amount contributed on behalf of a Participant under this
Section shall be credited to the Participant’s Deferred Compensation Account,
as of the first day of the calendar quarter specified by the Board.


      6.3 Discretionary Contributions. For any Plan year FIBS may make
additional contributions on behalf of any Participant. The amount of such
contributions shall be determined by the Board in its sole discretion, and need
not be made in a uniform amount with respect to each Participant, whether as a
fixed dollar amount, percentage of Compensation, or otherwise. The amount of
any such contribution on behalf of a Participant shall be credited to the


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Participant’s Deferred Compensation Account as of the first day of the calendar
quarter specified by the Board.


      6.4 Deferred Vesting of Discretionary Contributions. Unless otherwise
provided by the Board, contributions made on behalf of a Participant under
Section 6.3, and income and gain attributable thereto, shall become vested at
the rate of twenty percent for each Year of Participation completed by the
Participant. The Board may designate a different vesting schedule and/or method
of counting service for vesting purposes, which shall be applicable to a
specified Participant or class of Participants and/or one or more specified
years’ contributions under Section 6.3. Such designated schedule or method
shall be subject to amendment pursuant to Section 11, provided that no
amendment will reduce the vested percentage of amounts already credited to a
Participant’s Account at the time the amendment is adopted. A Participant
shall become fully vested in all nonvested amounts immediately prior to
termination of the Participant’s employment by reason of the Participant’s
death or Disability. To the extent that any amounts credited to a
Participant’s Account are not vested at the time such amounts are otherwise
payable under Section 8.1 and 8.3, such amounts shall be forfeited.



7. Administration of Accounts


      7.1 Contributions to Trust.



	(a)	 	Deferred Compensation. A Participant’s Compensation shall be
reduced in accordance with the Participant’s Deferral Commitment,
and the amounts so deferred shall be paid by FIBS to the Trust as
soon as administratively feasible, and shall be credited to a
Participant’s Deferred Compensation Account as of the date on which
such Compensation would have been paid to the Participant if the
Participant had not agreed to defer the receipt of such
Compensation.
	 
	(b)	 	Stock Option Deferral Election. Upon a Participant’s
exercise of a Stock Option pursuant to a Stock Option Deferral
Election, FIBS shall contribute to the Trust a number of shares of
FIBS common stock equal to the number of Stock Units credited to the
Participant’s Stock Option Deferral Account as a result of such
exercise.
	 
	(c)	 	Discretionary Contributions. FIBS shall contribute to the
Trust the amount of any discretionary contribution made on behalf of
a Participant pursuant to Section 6 as of the date on which such
amount is credited to the Participant’s Deferred Compensation
Account.



      7.2 Investment of Trust Assets. The assets of the Trust attributable to a
Participant’s Deferred Compensation Account, and any cash dividends or other
distributions of property (other than FIBS stock) on FIBS common stock held by
the Trust, shall be invested in such investments as the Trustee shall
determine, in accordance with such directions or guidelines as FIBS may provide
to the Trustee from time to time, and which need not be the same for each
Participant. Neither FIBS nor the Trustee shall be required to consider a
Participant’s investment preferences with regard to investment of the assets
attributable to a Participant’s Deferred


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Compensation Account.  The assets of
the Trust attributable to a Participant’s Stock Option Deferral Account shall
be invested in FIBS common stock.


      7.3 Maintenance of Accounts. The Plan Administrator shall establish and
maintain a Deferred Compensation Account and Stock Option Deferral Account on
behalf of each Participant, as applicable, reflecting a Participant’s elective
deferrals and/or credited Stock Units, together with any adjustments for
income, expense, gain or loss, any adjustments pursuant to Section 7.4, and any
payments from the Account. In the case of a Participant who has been both an
employee of FIBS and a member of the Board or an Affiliate Board, separate
Deferred Compensation Accounts shall be maintained to reflect Compensation
which the individual deferred as an employee and as a director. The Plan
Administrator shall cause the Trustee to maintain and invest a separate asset
account corresponding to a Participant’s Deferred Compensation Account and/or
Stock Option Deferral Account, and a Participant’s Account shall be adjusted as
of the last day of each calendar quarter (or more frequently in the Plan
Administrator’s discretion) to reflect the income, expense, gains and losses
(realized and unrealized) of such separate asset account. A Participant agrees
on behalf of himself and his Beneficiary to assume all risk in connection with
any decrease in value of the Participant’s Account which corresponds with a
decrease in value of the Trust funds which are invested or which continue to be
invested in accordance with the provisions of the Trust and this Plan. The
Plan Administrator shall establish any sub-accounts as may be necessary for the
proper administration of the Plan. As of the last business day of each
calendar quarter, the Plan Administrator shall provide each Participant with a
statement of his Account reflecting the income, expenses, gains and losses
(realized and unrealized), amounts of deferrals, contributions and
distributions credited to such Account since the prior statement.


      7.4 Adjustment in Capitalization. In the event of any change in the
outstanding shares of FIBS common stock that occurs after a Participant’s
exercise of Stock Options pursuant to a Stock Option Deferral Election, by
reason of a stock dividend or split, recapitalization, reclassification,
merger, consolidation, combination, or exchange of shares or other similar
corporate change, the aggregate number of Stock Units credited to the
Participant’s Stock Option Deferral Account shall be appropriately adjusted by
the Plan Administrator, whose determination shall be conclusive, provided,
however, that fractional Stock Units shall be rounded to the nearest whole
Stock Unit. In the event of a cash dividend or other distribution other than a
distribution of FIBS stock, no adjustment shall be made to a Participant’s
Stock Option Deferral Account, but an amount equal to the per share value of
such dividend or distribution, multiplied by the number of Stock Units credited
to the Participant’s Stock Option Deferral Account, shall be added to the
Participant’s Deferred Compensation Account.


      7.5 Adjustment for Distributions and Forfeitures. Any distribution made
to a Participant or his Beneficiary pursuant to the Plan, and any forfeiture
pursuant to Section 6.4, shall be deducted from such Participant’s Account as
of the date on which such distribution is made or such amount is forfeited.


      7.6 Allocation of Trust Expenses. Administrative and Trustee’s fees and
expenses which are paid by the Trust shall be allocated as of the last day of
the calendar quarter among the


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Accounts of all Participant, in proportion to
the relative values of their Accounts; provided, however, that if the Plan
Administrator determines in its sole discretion that any item of expense
relates only to one Participant or group of Participants, that item of expense
shall be allocated to (among) the Account(s) of that Participant or group of
Participants.


      7.7 Application of Forfeitures. Any amounts forfeited pursuant to Section
6.4 shall be applied to reduce FIBS’s obligation to make further contributions
to the Trust under Section 7.1(a) and (c).



8. Payment of Benefits


      8.1 Benefits on Retirement, Termination or Disability. FIBS shall pay a
Participant a Plan benefit equal to the aggregate amount of a Participant’s
Account by reason of retirement, termination of employment, or Disability. The
benefit shall be paid at such time and in such manner as provided in this
Section 8.


      In the case of Participant who is a member of the Board or an Affiliate
Board, retirement shall be deemed to occur on the later of (1) the
Participant’s 65th birthday, or (2) the date the individual ceases to be a
member of the Board or Affiliate Board, and if the individual was also an
employee and deferred Compensation from salary or bonuses, this section 8 shall
be applied separately with respect to amounts deferred from directors’ fees and
amounts deferred from salary and/or bonuses.


      A Participant may elect to be treated, for purposes of distribution of
benefits under this Plan, as having retired on any June 30 or December 31 after
the Participant has reached age 59 1/2, regardless of whether the Participant has
terminated from employment from FIBS or has ceased to be a member of the Board
or Affiliate Board. Such election must be made in writing, in form acceptable
to the Plan Administrator, and filed with the Plan Administrator at least 12
months in advance of the elected retirement date. The Participant may revoke
such election by filing a written notice of revocation with the Plan
Administrator no later than 12 months prior to the elected retirement date.


      8.2 Death Benefit. Upon the death of a Participant, FIBS shall pay to the
Participant’s Beneficiary an amount from the Participant’s Account in the
manner selected by the Participant under Section 8.5. If, at a Participant’s
death, there is no properly designated living Beneficiary, then any payment(s)
due under this Section 8.2 shall be made to the personal representative of the
Beneficiary’s estate, or if none, to the Participant’s estate.


      8.3 Commencement of Benefit Payments. Except as provided in Sections 8.4
and 8.6, no benefit payments to a Participant shall be made prior to one of the
events specified in section 8.1. The initial benefit payment shall be made at
the earlier of January 1 or July 1 following the date when a Participant
becomes eligible for the payment of benefits.


      8.4 Hardship Distribution. Notwithstanding Section 8.3, if a Participant
suffers an unforeseen emergency, as defined herein, the Plan Administrator, in
its sole discretion, may pay to a Participant only that portion, if any, of his
Account which the Plan Administrator determines


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is necessary to satisfy the emergency need, including any amounts necessary to pay any federal or state
income taxes reasonably anticipated to result from the distribution. In
requesting an emergency payment a Participant shall apply for the payment in
writing in a form approved by the Plan Administrator, and shall provide such
additional information as the Plan Administrator may require. For purposes
of this Section, “unforeseen emergency” means an immediate and heavy financial
need resulting from any of the following:



	(a)	 	Financial obligations incurred by a Participant
because of sickness, accident, death, or disability in
his immediate family which he is not able to pay for
out of liquid assets or current cash flow;
	 
	(b)	 	Inability to purchase out of liquid assets or
current cash flow, or otherwise reasonably finance, the
purchase of a primary residence for a Participant ’s
immediate family;
	 
	(c)	 	Inability to pay out of liquid assets or current
cash flow, or otherwise reasonably finance, an
education for a person in a Participant’s immediate
family;
	 
	(d)	 	the need to prevent eviction of a Participant from his
principal residence or foreclosure on the mortgage of a
Participant’s principal residence;
	 
	(e)	 	Situations permitted by final regulations under
Internal RevenueCode section 401(k);
	 
	(f)	 	Situations permitted by written hardship
guidelines approved by the Plan Administrator;
	 
	(g)	 	any other circumstance that is determined by the Plan
Administrator in its sole discretion to constitute an unforeseen
emergency which is not covered by insurance and which cannot
reasonably be relieved by the liquidation of a Participant’s assets.



      Any amount distributed to the Participant pursuant to this Section shall
be deducted first from the Participant’s Deferred Compensation Account, if any,
and then, if the value of the Deferred Compensation Account has been reduced to
zero, from the Participant’s Stock Option Deferral Account. The Plan
Administrator may round any distribution from the Participant’s Stock Option
Deferral Account to the nearest whole Stock Unit.


      8.5 Form of Benefit Payment.



	(a)	 	All Plan Benefits which become payable on a Participant’s
retirement, termination of employment or Disability shall be paid in
annual installments over a period of 5 years, unless at least 12
months prior to the date as of which benefits become distributable
under Section 8.3 the Participant has elected, by filing a written
election with and in form acceptable to the Plan Administrator, one
of the



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	 		following alternative forms of distribution, in which case
the Participant’s entire benefit will be distributed in the form
elected:

	 		
		(i)	Lump Sum Payment;
	 		
		(ii)	Annual installments over a period of 10 years;
	 		
		(iii)	Annual installments over a period of 15 years.
	 		
	(b)	 	Benefits which become payable on a Participant’s death shall
be payable in accordance with subsection (a), except that the
Participant’s election of an alternative form of distribution need
not be filed with the Plan Administrator at least 12 months in
advance of the commencement date under Section 8.3 to be effective.
A Participant may file as part of the Participant’s Designation of
Beneficiary a separate election of the method of distribution under
subsection (a), which shall take effect only in the event of the
Participant’s death prior to the date as of which benefits would
otherwise commence under Section 8.3 due to the Participant’s
retirement, termination of employment or Disability. If the
Participant dies after the benefit commencement date under Section
8.3, distribution of any remaining benefits to the Beneficiary shall
continue in the same manner elected by the Participant for
distribution during his lifetime, as if the Participant had
survived.
	 		
	(c)	 	All distributions from a Participant’s Deferred Compensation
Account shall be in cash. All distributions from a Participant’s
Stock Option Deferral Account shall be in the form of FIBS common
stock,. Any stock so distributed shall be subject to the
shareholder’s agreement then in force.
	 		
	(d)	 	In the case of an installment distribution, the first
installment shall be payable as of the commencement date specified
in Section 8.3, and each subsequent installment shall be due on the
next succeeding anniversary of that date until the entire Account
has been distributed. Each installment shall be made from the
Participant’s Deferred Compensation Account and Stock Option
Deferral Account on a pro rata basis, and the amount of each
installment shall be determined by dividing the aggregate value of
the Participant’s Account immediately before the distribution by the
number of remaining installments (including the current
installment). The Plan Administrator may round any distribution
from the Participant’s Stock Option Deferral Account to the nearest
whole Stock Unit. A Participant’s Account will continue to be
adjusted for income, expense, gain and loss on any unpaid balances.



      8.6 Elective Distribution of Deferred Bonus or Directors’ Fees. At the
time of making a Bonus Deferral Commitment under Section 4.3(b) or a Directors’
Fees Deferral Commitment under Section 4.3(c), a Participant may designate an
elective distribution date with respect to of the amounts so deferred during
the Deferral Period. Separate distribution dates may be elected with respect
to each of the two categories of Deferral Commitment, but only one date


13









may be elected for either category. The Participant’s election must be in writing, in
form acceptable to the Plan Administrator, and must specify that the elective
distribution date will be January 1 or July 1 of a designated Plan Year which
is subsequent to the Deferral Period for which the election is made. The
election will be effective only to the extent the Participant’s Account has not
been distributed to him under the preceding provisions of this Section 8 prior
to the elected distribution date.


      The Plan Administrator shall maintain a separate Deferred Compensation
Account for each Deferral Period with respect to which a Participant makes such
an election. Each such separate Deferred Compensation Account shall initially
reflect the amount of bonus and/or directors’ fees for which a specific
distribution date has been elected by the Participant, and shall be valued and
adjusted from time to time as provided in Section 7. An amount equal to the
value of the separate Deferred Compensation Account will be distributed to the
Participant in a single lump sum as soon as administratively practicable on or
after the designated distribution date, unless sooner distributed under the
preceding provisions of this Section 8. The Participant may revoke an election
under this Section 8.6 or change the elective distribution date to a later
January 1 or July 1, by filing a written notice of such revocation or change
with the Plan Administrator no later than 12 months prior to the distribution
date specified in the election (or in a previous change of the elective
distribution date made pursuant to this paragraph). If an election is revoked,
the timing of the distribution of amounts which were subject to the election
shall be governed by the preceding provisions of this Section 8.


      8.7 Withholding; Payroll Taxes. FIBS shall withhold from payments made
hereunder any taxes required to be withheld from such payments under federal,
state or local law.


      8.8 Payment to Guardian. If a Plan benefit is payable to a minor or to a
person incapable of handling the disposition of this property, the Plan
Administrator may direct payment of such Plan benefit to the guardian, legal
representative or person having the care and custody of such minor, incompetent
or incapacitated person. The Plan Administrator may require proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate
prior to distribution of the Plan benefit. Such distribution shall completely
discharge the Plan Administrator from all liability with respect to such
benefit.



9. Rights and Duties of a Participant


      9.1 No Funding. Neither a Participant nor any other person shall have any
interest in any fund or in any specific asset or assets of FIBS by reason of
this Plan, or for any other reason, or have any right to receive any
distributions under the Plan except as and to the extent expressly provided
under the Plan. The Plan is intended to be unfunded for tax purposes and, to
the extent applicable, Title I of ERISA. A Participant shall be general
creditor of FIBS. FIBS shall be responsible for the payment of all benefits
provided under the Plan. The assets of the Trust shall be subject to the
claims of FIBS’s creditors. To the extent any benefits provided under the Plan
are actually paid from the Trust, FIBS shall have no further obligation with
respect thereto, but to the extent not so paid, such benefits shall remain the
obligation of, and shall be paid by, FIBS.


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      9.2 Effect of Participation Agreement and Stock Option Deferral Election.
By executing a Participation Agreement or a Stock Option Deferral Election, a
Participant agrees to be bound by all of the terms and conditions of the Plan.


      9.3 Cooperation. Each Participant, and each person entitled to receive a
payment under this Plan, whether a Beneficiary, a guardian or otherwise, will
cooperate with FIBS and the Plan Administrator by furnishing any and all
documents, evidence, data or other information requested by FIBS or the Plan
Administrator from time to time as they deem necessary or in the best interest
of Plan administration.


      9.4 Notice of Amendments. Each Participant shall receive an updated copy
of the Plan. Further, a Participant shall receive copies of any amendments to
the Plan within ten (10) days after their adoption.


      9.5 Non-Assignability. No right of a Participant or any Beneficiary to
receive payment hereunder shall be subject to anticipation, alienation,
transfer, sale, assignment, pledge, encumbrance, attachment or garnishment, or
otherwise and any attempt to encumber any such payments whether presently or
hereafter payable shall be void. No payment under this Plan shall be subject
to debts or liabilities of a Participant or any Beneficiary.


      9.6 Receipt and Release. Any payment to a Participant or any Beneficiary
in accordance with the provisions of the Plan shall, to the extent thereof, be
in full satisfaction of all claims against FIBS, the Plan Administrator and the
Trustee, and the Plan Administrator may require a Participant or any
Beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect. Every person receiving or claiming payments under the
Plan shall be presumed to be mentally competent until the date on which FIBS
receives a written notice in a form and manner acceptable to FIBS that such
person is incompetent and that a guardian, conservator or other person legally
vested with the interest of his estate has been appointed. If a guardian or
conservator of the estate for any person receiving or claiming payments under
the Plan is appointed, payments under this Plan may be made to such guardian or
conservator provided that the proper proof of appointment and continuing
qualification is furnished in a form and manner acceptable to FIBS. Any
payments so made shall be a discharge of any liability of FIBS for such
payments.


      9.7 No Employment Rights. Nothing contained in the Plan shall confer upon
a Participant or any other person a right to be employed or to continue in the
employ of FIBS, or interfere in any way with the right of FIBS to terminate the
employment of a Participant or any other person, with or without cause.



10. Duties of the Plan Administrator


      10.1 Plan Administrator. This Plan shall be supervised and administered
by the Plan Administrator, which shall consist of a committee of not less than
three (3) persons appointed by the Board. The Plan Administrator shall have
the authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and
all questions including interpretations of this Plan, as may arise in
connection


15









with the Plan. A majority vote of the committee members who
constitute the Plan Administrator shall control any decision.


      10.2 Agents and Consultants. The Plan Administrator may, from time to
time, employ other agents and delegate to them such administrative duties as it
sees fit, and may from time to time consult with counsel who may be counsel to
FIBS.


      10.3 Rules and Regulations. The Plan Administrator may from time to time
establish rules and regulations for the administration of the Plan and adopt
standard forms for such matters as elections, beneficiary designations and
applications for benefits, provided such rules and forms are not inconsistent
with the provisions of the Plan.


      10.4 Determinations Binding. All determinations of the Plan Administrator
shall be binding on all parties. In construing or applying the provisions of
the Plan, the Plan Administrator shall have the right to rely upon a written
opinion of legal counsel, which may be independent legal counsel or legal
counsel regularly employed by FIBS, whether or not any question or dispute has
arisen as to any distribution from the Plan.


      10.5 Indemnification. FIBS shall indemnify each member of the committee
which constitutes the Plan Administrator against any and all claims, loss,
damages, expense, including counsel fees, and liability arising from any action
or failure to act in connection with the administration of the Plan, except
when the same is judicially determined to be due to the gross negligence or
willful misconduct of such member.



11. Amendment and Termination


      11.1 Amendment. FIBS shall have the right to amend the Plan from time to
time, by an instrument in writing which has been executed on FIBS’s behalf by
its duly authorized officer.


      11.2 Termination. FIBS reserves the right to terminate the Plan at any
time, by an instrument in writing which has been executed on FIBS’s behalf by
its duly authorized officer. Upon termination, FIBS may (a) elect to continue
to maintain the Trust to pay benefits hereunder as they become due as if the
Plan had not terminated or (b) direct the Trustee to pay promptly to a
Participant (or his Beneficiary) the balance of a Participant’s Deferred
Compensation Account and Stock Option Deferral Account. After a Participant
and his Beneficiary are paid all plan benefits to which they are entitled, any
remaining assets of the Trust shall be disposed of in accordance with the terms
of the Trust.


      11.3 Existing Rights. No amendment or termination of the Plan shall
adversely affect a Participant’s rights with respect to amounts that have been
credited to his Account prior to the date of such amendment or termination. No
amendment of the Plan shall adversely affect a Participant’s rights with
respect to the Deferral Commitment in effect for the Deferral Period during
which such amendment takes effect, or with respect to amounts deferred pursuant
to such Deferral Commitment. Termination of the Plan shall prospectively
terminate any Deferral Commitment then in effect. A Participant’s rights shall
be deemed not to be adversely affected by the distribution of all or part of
the Participant’s Account prior to the time benefits would


16









otherwise become payable under Section 8, as the result of an amendment to or termination of the
Plan, and neither FIBS, the Plan Administrator nor the Trustee shall be liable
to any Participant, Beneficiary or any other person for any tax consequences, loss of
earnings, or any other consequences which result from such acceleration of
distribution.



12. Miscellaneous


      12.1 Governing Law. This Agreement shall be construed, administered, and
governed in all respects under and by the laws of the State of Montana. If any
provision of this Agreement shall be held by a court of competent jurisdiction
to be invalid or unenforceable, the remaining provisions hereof shall continue
to be fully effective.


      12.2 Headings and Subheadings.. Headings and subheadings in this
Agreement are inserted for convenience only and are not to be considered in the
construction of the provisions hereof.


      IN WITNESS WHEREOF, FIBS has executed this Agreement on the date and year
first above mentioned.



First Interstate BancSystem, Inc.




By /s/ ROBERT A. JONES

Its Plan Administrator






“FIBS”




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