Exhibit 10.2





FIRST AMENDMENT TO LOAN AGREEMENT


      THIS FIRST AMENDMENT TO LOAN AGREEMENT dated effective as of August 20th,
1999 (“First Amendment”) is made and entered into by and between FIRST SECURITY
BANK, N.A., a national banking association, hereinafter referred to as “First
Security Bank”; FIRST INTERSTATE BANCSYSTEM, INC., a Montana corporation,
hereinafter referred to as “Borrower” and First Security Bank, N.A., a national
banking association, as Agent.


W I T N E S S E T H :


      WHEREAS, First Security Bank, Wells Fargo Bank, National Association, a
national banking association, hereinafter referred to as “Wells Fargo Bank”, and
Colorado National Bank, a national banking association (now known as U.S. Bank
National Association), hereinafter referred to as “Colorado National Bank”, and
Borrower entered into that certain Loan Agreement dated effective as of October
1, 1996, hereinafter referred to as “Loan Agreement”; and


      WHEREAS, the total commitment under the Loan Agreement is currently
$8,000,000; and


      WHEREAS, pursuant to agreement reached between Borrower, Wells Fargo Bank,
Colorado National Bank and First Security Bank, Wells Fargo Bank and Colorado
National Bank have agreed that First Security Bank will advance funds to Wells
Fargo Bank and Colorado National Bank to satisfy any outstanding indebtedness
owed to them by Borrower pursuant to the Loan Agreement and Wells Fargo Bank
and Colorado National Bank will terminate their


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respective
remaining commitments under and any interest they may have in the Loan
Agreement, cancel their respective Notes and release their respective interest
in the Collateral; and


      WHEREAS, Borrower desires that First Security Bank (i) increase its
commitment to $10,000,000, (ii) lend to Borrower under its new $10,000,000
commitment whatever funds are necessary to pay all outstanding indebtedness
owed by Borrower to Wells Fargo Bank and Colorado National Bank under the Loan
Agreement, (iii) release its interest in the Collateral, and (iv) agree to
certain other amendments to the Loan Agreement; and


      WHEREAS, First Security Bank is willing (i) to increase its commitment to
$10,000,000, (ii) to fund Borrower’s payment of all outstanding indebtedness,
if any, remaining owed to Wells Fargo Bank and Colorado National Bank, (iii) to
release its interest in the Collateral, and (iv) to amend and modify the Loan
Agreement on the terms and conditions herein.


      NOW, THEREFORE, for and in consideration of the premises and mutual
promises hereinafter set forth, the parties agree as follows:


      Section 1. Conditions of Effectiveness. This First Amendment shall become
effective only upon satisfaction in full of the following conditions precedent:


      (a) All of the representations and warranties set forth in Section 6 of
the Loan Agreement shall be true and correct at and as of the time of the
effective date of this First Amendment.


      (b) Wells Fargo Bank and Colorado National Bank shall have marked their
respective $13,500,000 Promissory Notes executed by Borrower and given to each
of them “Cancelled” and delivered the same to Agent. Upon closure of this
First Amendment, Agent is authorized and directed to deliver the cancelled
$13,500,000 Promissory Notes dated October 1, 1996 to Borrower.


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      (c) First Security Bank shall have received in replacement of the
$18,000,000 Revolving
Credit Promissory Note dated October 1, 1996, given to it by Borrower a duly
executed Replacement Revolving Credit Promissory Note in the amount of
$10,000,000 (“Replacement Revolving Credit Note”), substantially in the form of
Exhibit “A” attached hereto, dated the date of the original $18,000,000
Promissory Note.


      (d) First Security Bank shall have received a certificate, dated as of the
effective date of this First Amendment and signed by a duly authorized
Responsible Officer of Borrower, confirming that, as of such date, (i) Borrower
is in compliance with all of the terms and provisions set forth in the Loan
Agreement on its part to be observed and performed, and (ii) no Event of
Default specified in Section 10 of the Loan Agreement, nor any event which with
notice or lapse of time or both would constitute such an Event of Default, has
occurred and is continuing.


      (e) First Security Bank shall have received (i) a certificate of the
Secretary of State of Montana, dated within thirty (30) days of the effective
date of this First Amendment, as to the good standing and charter documents of
Borrower on file in the office of the Secretary of State of Montana; (ii) a
certificate of the Secretary of Borrower dated as of the effective date of this
First Amendment and certifying (A) that neither the bylaws nor articles of
incorporation of Borrower have been amended since October 1, 1996 or if the
bylaws and/or the articles of incorporation of Borrower have been so amended
that attached to said certificate is a true and complete copy of the bylaws and
articles of incorporation, as amended, as of the date of such certificate, (B)
that attached to said certificate is a true and complete copy of the
resolutions adopted by the Board of Directors of Borrower authorizing (1) the
execution and delivery of this


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First Amendment and (2) the
execution and delivery of the Replacement Revolving Credit Note, (C) as to the
incumbency and signatures of the officers signing this First Amendment, the
Replacement Revolving Credit Note and any other documents contemplated or
delivered under this First Amendment; (iv) a certificate from a Responsible
Officer as to the incumbency and signature of the Secretary of Borrower; and
(v) such other documents as the First Security Bank may reasonably request.


      (f) First Security Bank shall have received a counterpart original of this
First Amendment duly executed on behalf of Borrower.


      (g) First Security Bank shall have received a non-refundable amendment fee
from Borrower of ten (10) basis points of the Commitment amount of $10,000,000.


      (h) First Security Bank, as Agent, shall deliver to Borrower all of the
Pledged Stock in Agent’s possession pursuant to the terms and provisions of the
General Pledge and Security Agreement and this First Amendment.


      (i) All legal matters in connection with this First Amendment shall be
satisfactory to Hawley Troxell Ennis & Hawley LLP, special counsel for First
Security Bank.


      Section 2. Representation and Warranties. In order to induce First
Security Bank to enter into this First Amendment, Borrower acknowledges and
reaffirms as true, correct and complete in all material respects on and as of
the date of this First Amendment all representations, warranties and covenants
made by Borrower in the Loan Agreement to the same extent as though made on and
as of the effective date of this First Amendment. Borrower further represents
and warrants to First Security Bank as follows:


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      (a) Borrower has the corporate power to execute, deliver and perform this
First Amendment and to execute and deliver the Replacement Revolving Credit
Note.


      (b) The execution, delivery and performance of this First Amendment and
the execution and delivery of the Replacement Revolving Credit Note (i) are
within Borrower’s corporate powers; (ii) have been duly authorized by all
necessary corporate action; (iii) require no action by or in respect of or
filing with, any governmental body, agency or official; and (iv) do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by laws of Borrower or any
of its Subsidiaries.


      (c) This First Amendment has been duly executed and delivered by Borrower
and constitutes, and the Replacement Revolving Credit Note when delivered
hereunder will constitute, legal, valid and binding obligations of Borrower
enforceable against Borrower in accordance with their respective terms.


      (d) There is no action, suit or proceeding pending, or to the knowledge of
Borrower, threatened against or affecting Borrower or any of its Subsidiaries
before any court or arbitrator or any governmental body, agency or official in
which there is a reasonable probability of an adverse determination that would
have or cause a Material Adverse Effect or which in any manner draws into
question the validity of this First Amendment, the Replacement Revolving Credit
Note, the Loan Agreement or any of the other Loan Documents except as listed on
Exhibit “B” attached hereto.


      Section 3. Amendment of the Loan Agreement. Upon the effectiveness of
this First Amendment, the Loan Agreement shall be and hereby is amended as
follows:


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      (a) Section 2.11 of the Loan Agreement is deleted in its entirety
and the following is
inserted in place thereof:



		
	 	      2.11 “Borrower” means First Interstate BancSystem, Inc., a
bank holding company organized and existing under the laws of the
State of Montana.



      (b) Section 2.22 of the Loan Agreement is deleted in its entirety and the
following is inserted in place thereof:



		
	 	      2.22 “Commitment” means the sum of Ten Million Dollars
($10,000,000) committed by First Security Bank.



      (c) Section 2.47 of the Loan Agreement is deleted in its entirety and the
following is inserted in place thereof:



		
	 	      2.47 “Lender” or “Lenders” means First Security Bank, N.A., a
national banking association, and its successors and assigns.



      (d) Section 2.63 of the Loan Agreement is deleted in its entirety and the
following is inserted in place thereof:



		
	 	      2.63 “Note” and/or “Notes” means the Replacement Revolving
Credit Note in the amount of $10,000,000 in the form of EXHIBIT
“A” attached hereto given by the Borrower to First Security Bank
hereunder.



      (e) Section 2.7 of the Loan Agreement is deleted in its entirety and the
chart attached hereto as Exhibit “C” is inserted in place thereof.


      (f) Section 2.89 of the Loan Agreement is deleted in its entirety and the
following is inserted in place thereof:



		
	 	      2.89 “Termination Date” means the earlier to occur of (i)
June 30, 2004, or (ii) the occurrence of an Event of Default as
defined in Section 10.1 hereof, or (iii) such later date agreed to
by the Lender or, if in any case such day is not a Business Day,
the next succeeding Business Day.



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      (g) Section 3.1 of the Loan Agreement is deleted in its entirety and the
following inserted
in place thereof:



		
	 	      3.1 Commitments to
Lend. Subject to the terms and conditions
herein, Lender agrees to make Advances to the Borrower from time
to time before the Termination Date; provided that immediately
after each Advance, the aggregate principal amount of Advances by
the Lender shall not exceed the amount of its Commitment. Each
Prime Rate Borrowing under Section 3.1 shall be in an aggregate
principal amount of Two Hundred Fifty Thousand Dollars ($250,000)
or more and each LIBOR Rate Borrowing under this Section 3.1 shall
be in an aggregate principal amount of One Million Dollars
($1,000,000) or more (except that any such Borrowing may be in the
aggregate amount of the Unused Commitment). Within the foregoing
limits, the Borrower may borrow under this Section 3.1, repay or,
to the extent permitted by Section 3.7(c), prepay Advances and
reborrow under this Section up to the then-remaining Unused
Commitment at any time before the Termination Date.



      (h) Sections 3.2 (Mandatory Reduction of Aggregate Commitment) and 3.3
(Optional Termination or Reduction of Aggregate Commitment) of the Loan
Agreement are hereby deleted in their entirety and any reference to Section 3.2
and Section 3.3 in the Loan Agreement are also hereby deleted.


      (i) Section 3.7(b) of the Loan Agreement is deleted in its entirety and
any reference to Section 3.7(b) in the Loan Agreement are also hereby deleted.


      (j) Section 3.16 of the Loan Agreement is deleted in its entirety and the
following inserted in place thereof:



		
	 	      3.16 Unused
Commitment Fee. Borrower agrees to pay to Lender
an Unused Commitment Fee as set forth in Exhibit “C” attached
hereto annualized on the basis of a 360-day year and actual days
elapsed on the daily unused portions of the Commitment for each
day from the date of the First Amendment until the Termination
Date or until this Agreement is sooner terminated. Said Unused
Commitment Fee is payable on the tenth Business Day following the
end of each calendar year quarter in arrears beginning with the
calendar quarter ending on September 30, 1999 or on the
Termination Date.



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      (k) A new Section 3.20 shall be and hereby is added to the Loan Agreement
as follows:



		
	 	      3.20 Annual
Commitment Fee. Borrower agrees to pay to Lender
an
Annual Commitment Fee equal to five (5) basis points of Lender’s
Commitment annualized on the basis of a 360-day year and actual
days elapsed from the date of the First Amendment until the
Termination Date or until this Agreement is sooner terminated.
Said Annual Commitment Fee is payable on June 30, 2000 and on June
30th of each and every year thereafter until the Termination Date.



      (l) Section 8 (Security) of the Loan Agreement is hereby deleted in its
entirety.


      (m) A new Section 13.16 shall be and hereby is added to the Loan Agreement
as follows:



		
	 	      13.16 Year 2000
Compliance. Borrower shall take all action
that may be necessary or desirable, or that Lender may reasonably
request, in order to be certain that the Borrower, its affiliates,
and, to the best of Borrower’s ability, all customers, suppliers
and vendors that are material to the Borrower’s business, become
Year 2000 Compliant on or before October 1, 1999. As used in this
section, “Year 2000 Compliant” shall mean, in regard to any
entity, that all software, hardware, firmware, equipment, goods or
systems used by or material to the business operations or
financial condition of such entity, will properly perform date
sensitive functions before, during and after January 1, 2000.
Borrower shall, promptly upon request, provide to Lender such
certifications or other evidence of Borrower’s compliance with the
terms of this section as Lender may from time to time reasonably
require.



      Section 4. Cancellation of Original Notes. At the time that Borrower
delivers this First Amendment and the Replacement Revolving Credit Note to
First Security Bank, Wells Fargo Bank, Colorado National Bank and First
Security Bank shall each cancel the Notes previously given to each of them in
connection with the Loan Agreement and mark the same “Cancelled.”


      Section 5. Release of Collateral. At the time that Borrower delivers this
First Amendment and the Replacement Revolving Credit Note to First Security
Bank, Agent shall and


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is
hereby directed to release the Collateral and to deliver to Borrower all of the
stock certificates it is holding in connection with the Loan Agreement. Upon
release and delivery of the stock certificates to Borrower, it is understood
and agreed that all of Lender’s right, title and interest in the Collateral is
terminated.


      Section 6. Fees and Costs. Borrower agrees to reimburse First Security
Bank for all reasonable out-of-pocket fees, costs, and expenses incurred and
paid by First Security Bank incident to or in connection with or in
anticipation of, and in effecting, the execution of this First Amendment,
including, without limitation, First Security Bank’s attorney fees incurred in
connection with the preparation of this First Amendment, and the miscellaneous
documents associated therewith. Borrower shall reimburse First Security Bank
for all such fees, costs, and expenses within ten (10) days of its receipt of
the billing for said items.


      Section 7. Governing Law. The Loan Agreement, this First Amendment shall
be construed in accordance with and governed by the law of the State of Idaho.


      Section 8. Section Headings. The section headings used herein are for
convenience of reference only, are not part of this First Amendment and are not
to affect the construction of or be taken into consideration in interpreting
this First Amendment.


      Section 9. Loan Agreement. Except as expressly amended hereby, the Loan
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof. As used therein, the terms “Agreement,”
“this Agreement,” “herein,” “hereinafter,” “hereto,” and words of similar
import shall, unless the context otherwise requires, mean the Loan Agreement as
amended hereby. Capitalized terms used in this First Amendment


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which are
defined
in the Loan Agreement and not otherwise defined herein shall have the same
meanings herein as assigned to such terms in the Loan Agreement.


      Section 10. Counterparts; Effective Date. This First Amendment may be
executed in any number of counterparts and delivered by facsimile transmission,
all of which together shall constitute one and the same instrument. This First
Amendment shall become effective when copies hereof, which, when taken
together, bear the signatures of each of the parties hereto, shall have been
received by the First Security Bank and the conditions set forth in Section 1
hereof shall have been satisfied.


      IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed as of the day and year first above written.



	 	 	 
	LENDER:		
FIRST SECURITY BANK, N.A.
	 
			
By:     /s/ VICKI V. RIGA

____________________________________

Name:   Vicki V. Riga

______________________________

Vice President
	 
	BORROWER:		
FIRST INTERSTATE BANCSYSTEM, INC.
	 
			
By:     /s/ LYLE R. KNIGHT

____________________________________

Name:   Lyle R. Knight

_______________________________

Title:  President/COO
	 
			
(a duly authorized officer)



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EXHIBIT A


REPLACEMENT

REVOLVING CREDIT

PROMISSORY NOTE


PRINCIPAL AMOUNT: $10,000,000                                     
                                    
DATE: OCTOBER 1, 1996




DUE DATE: June 30, 2004


      FOR VALUE RECEIVED, the undersigned FIRST INTERSTATE BANCSYSTEM, INC., a
Montana corporation (formerly known as First Interstate Bancsystem of Montana,
Inc.), with its principal offices in Billings, Montana, hereinafter referred to
as “Maker”, promises to pay to the order of First Security Bank, N.A., a
national banking association, with its principal offices in Boise, Idaho,
hereinafter referred to as “Bank”, at the head office of First Security Bank,
N.A., 119 North Ninth Street, Boise, Idaho 83730, or such other place as the
Holder hereof may, from time to time designate in writing, in lawful money of
the United States of America and in immediately available funds, the principal
sum of TEN MILLION DOLLARS ($10,000,000) (provided, however, such principal
balance may be less depending upon the amount of principal drawn by Maker from
time to time pursuant to that certain Loan Agreement dated October 1, 1996, as
amended by that certain First Amendment to Loan Agreement dated
August        , 1999,
hereinafter referred to as “Loan Agreement”), with interest on the outstanding
principal balance payable to Bank hereunder at the rates set forth in said Loan
Agreement, as amended. Maker further agrees to pay the outstanding principal
balance together with the interest accrued thereon at the times and in the
amounts as required in said Loan Agreement, as amended with all unpaid principal
and accrued interest due and payable on June 30, 2004.



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      This Replacement Revolving Credit Promissory Note, hereinafter referred to
as “Replacement Note,” is entitled to the benefits of the Loan Agreement, as
amended, which among other things, contains provisions for the acceleration of
the maturity hereof upon the happening of certain stated events and also for
voluntary prepayments on account of principal hereof prior to the maturity hereof
upon the terms and conditions therein specified.


      The Loan Agreement, as amended, is incorporated herein by this reference
and terms defined therein are used herein with their defined meanings unless
otherwise defined herein.


      This Replacement Note shall be governed as to validity, interpretation,
construction, effect and in all other respects by the laws and decisions of the
State of Idaho. All actions or proceedings arising in connection with this
Replacement Note shall be tried and litigated only in the state and federal
courts located in the County of Ada, State of Idaho.


      If Maker shall be in default in the payment of the principal and interest
as called for under the terms of this Replacement Note or in default under the
terms of the Loan Agreement, as amended, or the Loan Documents as defined
therein, and the balance then due and payable by Maker to Bank is collected with
the assistance of an attorney and before commencement of a suit thereon,
reasonable attorney fees and costs incurred by Bank shall be added to
the balance due and payable to Bank hereunder, and in case action
is instituted to collect this Replacement Note or any installments
thereof, Maker does further agree to pay such sum as the court may
adjudge reasonable as attorney fees and cost in such action. Furthermore, Maker agrees
to pay Bank for all attorney’s fees and costs incurred by Bank in enforcing its
rights hereunder and collecting the amount owed to it, including but not limited
to extracting any property given as security for the



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payment of this Replacement Note from the Bankruptcy estate, during any period
in which Maker is subject to the rules, regulations and provisions of the United
States Bankruptcy Code.


      Maker hereby waives presentment of payment, notice of nonpayment, protest
and notice of protest of nonpayment of this Replacement Note or any installment
or portion thereof.


      Each reference to Bank shall be deemed to include its agent, successors
and assigns, in whose favor the provisions of this Replacement Note shall also
inure. Each reference to Maker shall be deemed to include its successors,
assigns, sureties, and legal representatives, all of whom shall be bound by the
terms and provisions of this Replacement Note.


      This Replacement Note is given by the Maker to the Bank pursuant to that
certain First Amendment to Loan Agreement dated August___, 1999, and entered
into by Maker and the Bank.


FIRST INTERSTATE BANCSYSTEM, INC.


By:_________________________________

Name:____________________________

President                                        
         

(a duly authorized officer)                        


ATTEST:


_________________________________

Secretary



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EXHIBIT “C”


      2.7 “Applicable Margin” means the margin set forth in the chart below.



	 	 	 	 	 	 	 
							Unused Fee
	Consolidated Tier One		LIBOR		Prime Rate		per Section
	Capital Ratio		Advances		Advances		3.16
	
		
		
		

	 ** 10.0		
+ 125 bps
		+ 0 bps
		10 bps
	
	
	
	

	* 10.0; ** 8.0		
+ 150 bps
		+ 0 bps
		10 bps
	
	
	
	

	* 8.0; ** 6.0		
+ 175 bps
		+ 0 bps
		25 bps
	
	
	
	

	* 6.0 		
+ 200 bps
		+25 bps
		37.5 bps





* Indicates less than.


** Indicates greater than or equal to.