exv4w34



 






EXHIBIT 4.34




     SECOND AMENDMENT TO SAVINGS AND PROFIT SHARING PLAN FOR
EMPLOYEES OF FIRST INTERSTATE BANCSYSTEM, INC. — 2002 RESTATEMENT



     The Savings and Profit Sharing Plan for Employees of First Interstate
BancSystem, Inc., as restated effective January 1, 2002 (the “Plan”), is
hereby amended as follows:



ARTICLE
1




     The following sentence is added at the end of the second paragraph of
subsection (a), “Before-Tax Contributions,” in section 4.3 of the Plan,
“Before-Tax and Matching Contributions,” effective April 1, 2005:



In
the case of an Employee who begins participating in the Plan
after March 31, 2005, including a reemployed Employee who
resumes participation in the Plan after such date, 4 percent
shall be substituted for 1 percent in the preceding sentence.



ARTICLE 2




     Section 6.7
of the Plan, “Loans,” is amended to read in its
entirety as follows, effective April 1, 2005:



     6.7 Loans. Each Member or beneficiary of a Member (collectively
referred to in this section as “borrower”) may, with the approval of the
Plan Administrator, borrow amounts from the borrower’s Account, subject to
the following terms and conditions:




	 	(a)	 	The terms of such loan shall be determined
in the sole discretion of the Plan Administrator, subject to
the provisions of this section 6.7. The Plan Administrator
shall promulgate and may, from time to time, amend a loan
procedure document which is incorporated by reference herein.
The Plan Administrator may also adopt rules limiting the
number of loans that may be made in any Plan Year by each
borrower, may prescribe a minimum amount that may be
borrowed, and may establish other rules relating to loans
made under this section. Each request for a loan shall be
submitted on a form prescribed by the Plan Administrator.
Each loan shall be made as of a Valuation Date coincident
with or following the request for the loan; the Plan
Administrator may require that a request for a loan be
submitted within a certain period of time prior to such
Valuation Date; and each loan shall be made as soon as
administratively possible after such Valuation Date.
	 
	 	(b)	 	Each loan from the Plan shall be adequately
secured. For this purpose, one-half of the borrowing
Participant’s vested interest in the Plan, determined
immediately after the loan is made, shall automatically





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	 	 	 	constitute security for the loan and for each prior
outstanding loan, provided, however, that such security
shall be applied in satisfaction of the loan(s) only at the
time and in the manner provided in this section 6.7.
	 
	 	(c)	 	The term of such loan shall not exceed five years (15
years in the case of a loan for the acquisition of a
principal residence of the borrower).
	 
	 	(d)	 	Such loan shall bear a reasonable rate of
interest, which shall be commensurate with the interest rates
being charged at the time such loan is made under similar
circumstances by financial institutions in the community in
which the Employer’s principal office is then located.
	 
	 	(e)	 	The amount of such loan (when added to the
outstanding balance of all other loans to the borrower from
the borrower’s Account) shall not exceed the lesser of—






	 	(1)	 	$50,000, reduced by the excess (if any) of—






	 	(A)	 	the highest outstanding balance of
loans from the Plan during the one-year period ending on the day
before the loan was made, over
	 
	 	(B)	 	the outstanding balance of loans
from the Plan on the date the loan is made; or






	 	(2)	 	50 percent of the vested and nonforfeitable
portion of such borrower’s Account at the relevant time.
	 
	 	Notwithstanding the preceding provisions of this
subsection, in no event shall the outstanding balance of
such loan exceed 50 percent of such borrower’s vested
Account, or such lower percentage as the Plan
Administrator in its sole discretion may impose by the
adoption of a rule.






	 	(f)	 	Such loan shall be evidenced by a promissory note, in
such form and containing such terms and conditions as the
Plan Administrator from time to time directs.
	 
	 	(g)	 	Payments of principal and interest shall be
made by approximately equal payments, at least quarterly, on
a basis that would permit such loan to be levelly amortized
over its term. Prepayments of principal and interest may be
made, in whole or in part, at any time without penalty.
Payments from Participants (other than prepayments) shall be
made by payroll deduction.
	 
	 	(h)	 	Appropriate disclosure shall be made
pursuant to the Truth in Lending Act to the extent
applicable.
	 
	 	(i)	 	Amounts of principal and interest received
on a loan shall be credited to such borrower’s Account, and
the outstanding loan balance shall be considered an
investment of the assets of such Account.





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	 	(j)	 	Loans shall be deemed to have been made
on a pro rata basis from the available funds of each of the
Investment Funds in which such borrower’s
Account is invested, except that amounts invested in the
Company stock Investment Fund shall not be
taken into account unless requested by the borrower or
needed to fund the proceeds of the loan. All loan
repayments shall be reinvested in accordance with the
borrower’s current investment directive in effect under
section 7.3.
	 
	 	(k)	 	To the extent that the borrower’s Account becomes
payable, the unpaid balance of the loan shall be deducted
from the amount otherwise payable from the borrower’s
Account. The preceding sentence shall not apply in the case
of an in-service or hardship withdrawal or an installment
distribution during the lifetime of the borrower, unless so
requested by the borrower.
	 
	 	(l)	 	Foreclosure on an Account used as security
for a loan shall be deferred until a permissible distribution
may occur under the terms of the Plan. If a default in the
payment of any loan or installment thereon remains uncured
for thirty days after written notice of such default is
either hand delivered or mailed to the borrower by certified
mail, return receipt requested, and the borrower has retired,
become disabled, separated from Service, has attained age
59-1/2, or is a beneficiary of a deceased Member with respect
to the Account which secures the loan, then the Plan
Administrator shall direct the Trustee to reduce the
borrower’s Account by the unpaid balance of the loan,
including interest, to the extent of the security interest
held by the Plan, and to teat the amount of such reduction as
a payment on the loan. Such reduction of the borrower’s
Account shall be considered a distribution and shall be
subject to the consent requirements set forth in section 6.3;
provided, however, that pursuant to Regulations under Code
sections 401(a)(11) and 411 such consent requirements shall
be deemed satisfied as of the time the borrower agreed to use
his Account as security for the loan.





ARTICLE 3




     Subsection (a) of section 6.9 of the Plan, “Eligible Rollover
Distributions,” is amended to read in its entirety as follows, effective
March 28, 2005:




	 	(a)	 	Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee’s election
under this section, a distributee may elect, at the time and
in the manner prescribed by the Plan Administrator, to have
any portion of an eligible rollover distribution from this
Plan paid directly to an eligible retirement plan specified
by the distributee in a direct rollover, and to have any
portion of the eligible rollover distribution which is not
rolled over to an eligible retirement plan distributed
directly to the distributee.





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	 	 	 	In the event of a mandatory distribution greater than
$1,000 in accordance with the provisions of section 6.3(a),
if the distributee does not elect to have such distribution
paid directly to an eligible retirement plan specified by
the distributee in a direct rollover or to receive the
distribution directly in accordance with this section
6.9(a), then the Plan Administrator will pay the
distribution in a direct rollover to an individual
retirement plan designated by the Plan Administrator.





ARTICLE 4




     A new section 7.6, “Distributions and Withdrawals”, is added at
the end of Article VII of the Plan, reading in its entirety as follows,
effective April 1, 2005:



     7.6 Distributions and Withdrawals. In the case of any cash
distribution or withdrawal under Article VI, to the extent administratively
feasible such distribution or withdrawal shall be funded by a pro
rata
liquidation or partial liquidation of the assets in which the distributee’s Account is invested, including Company stock held for the Account of the
distributee pursuant to Article VIII, but not including any outstanding loan
which is treated as an investment of the Account under section 6.7.



ARTICLE
5




     Except as modified herein, all provisions of the Plan shall remain in
full force and effect.



     DATED this 31st day of March, 2005.



	 	 	 	 	 
	 	FIRST INTERSTATE BANCSYSTEM, INC.

 	 
	 	By:  	/s/ ROBERT A. JONES
 	 
	 	 	Executive Vice President 	 
	 	 	Chief Administrative Officer 	 
	 




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