Exhibit 4.2


 


Execution Version


 


FIRST INTERSTATE BANCSYSTEM, INC.


 


Issuer


 


And


 


U.S. BANK NATIONAL ASSOCIATION


 


Trustee


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of May 15, 2020


 


to


 


the Indenture


 


Dated as of May 15, 2020


 


5.25% Fixed-to-Floating Rate


Subordinated Notes due 2030





 



     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	ARTICLE I. SCOPE OF SUPPLEMENTAL INDENTURE	1
	 	 	 	 
	 	Section 1.01	Scope	1
	 	 	 	 
	ARTICLE II. DEFINITIONS	1
	 	 	 	 
	 	Section 2.01	Definitions and Other Provisions of General Application	1
	 	 	 	 
	ARTICLE III. FORM AND TERMS OF THE NOTES	7
	 	 	 	 
	 	Section 3.01	Form and Dating	7
	 	 	 	 
	 	Section 3.02	Terms	7
	 	 	 	 
	ARTICLE IV. ADDITIONAL PROVISIONS	10
	 	 	 	 
	 	Section 4.01	Additional Provision	10
	 	 	 	 
	ARTICLE V. SUBORDINATION OF SECURITIES	11
	 	 	 	 
	 	Section 5.01	Agreement of Subordination	11
	 	 	 	 
	 	Section 5.02	Payments to Holders	11
	 	 	 	 
	 	Section 5.03	Subrogation of Notes	12
	 	 	 	 
	 	Section 5.04	Authorization to Effect Subordination	13
	 	 	 	 
	 	Section 5.05	Notice to Trustee	13
	 	 	 	 
	 	Section 5.06	Trustee’s Relation to Senior Indebtedness	14
	 	 	 	 
	 	Section 5.07	No Impairment of Subordination	14
	 	 	 	 
	 	Section 5.08	Article Applicable to Paying Agents	14
	 	 	 	 
	 	Section 5.09	Senior Indebtedness Entitled to Rely	14
	 	 	 	 
	ARTICLE VI. MISCELLANEOUS	14
	 	 	 	 
	 	Section 6.01	Trust Indenture Act	14
	 	 	 	 
	 	Section 6.02	GOVERNING LAW	14
	 	 	 	 
	 	Section 6.03	Ratification	14
	 	 	 	 
	 	Section 6.04	Effectiveness	14
	 	 	 	 
	 	Section 6.05	USA PATRIOT Act	15


 






     


     


    

 





FIRST SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2020, between FIRST INTERSTATE BANCSYSTEM, INC.,
a Montana corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized
and existing under the laws of the United States of America, as trustee (“Trustee”).


 


RECITALS OF THE COMPANY


 


The Company and the
Trustee will have executed and delivered a Subordinated Debt Securities Indenture dated as of the date hereof (the “Base
Indenture” and, as the same may from time to time be amended, supplemented or otherwise modified in accordance therewith,
including by this Supplemental Indenture, the “Indenture”), to provide for the issuance from time to time by
the Company of its unsecured subordinated indebtedness to be issued in one or more series as provided in the Indenture.


 


The Company desires
to issue and sell on the date hereof One Hundred Million Dollars ($100,000,000) aggregate principal amount of a new series of Securities
of the Company designated as its 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”), and
such issuance and sale have been authorized by resolutions duly adopted by the Board of Directors of the Company and by the Pricing
Committee of the Board of Directors of the Company.


 


The Company desires
to establish the terms of the Notes.


 


The Company acknowledges
that all things necessary to make this Supplemental Indenture a legal, binding and enforceable instrument, and to make the Notes,
when executed by the Company and authenticated and delivered by the Trustee, the legal, binding and enforceable obligations of
the Company in accordance with their terms and the terms of the Base Indenture, have been done.


 


The Company has complied
with all conditions precedent provided for in the Base Indenture relating to this Supplemental Indenture.


 


The Company has requested
that the Trustee execute and deliver this Supplemental Indenture.


 


NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Notes, as follows:


 


ARTICLE I.


 


SCOPE OF SUPPLEMENTAL INDENTURE


 


Section 1.01 Scope.


 


This Supplemental Indenture
constitutes an indenture supplemental to the Base Indenture and an integral part of the Indenture and shall be read together with
the Base Indenture as though all the provisions hereof and thereof are contained in one instrument. All provisions included in
this Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless not permitted by law. Except
as expressly amended by the Supplemental Indenture, the terms and provisions of the Base Indenture shall remain in full force and
effect. Notwithstanding the foregoing, this Supplemental Indenture shall only apply to the Notes.


 


ARTICLE II.


 


DEFINITIONS


 


Section 2.01 Definitions and Other Provisions
of General Application. For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:


 


	 	(1)	all terms used in this Supplemental Indenture which are not otherwise defined herein shall have the meanings assigned to them in the Base Indenture and include the plural as well as the singular; and


 


	 	(2)	Section 101 of the Base Indenture is amended and supplemented by inserting the following additional defined terms in their appropriate alphabetical positions (and, in the case of any defined term which is duplicated in Section 101 of the Base Indenture, by deleting the duplicate definition set forth in such Section 101 in its entirety):


 






    1


     


    

 


“Additional
Notes” has the meaning specified in Section 3.02(b).


 


“Administrative
or Judicial Action” has the meaning specified in the definition of “Tax Event.”


 


“Benchmark”
means, initially, Three-Month Term SOFR; provided that if the Calculation Agent determines on or prior to the Reference
Time for any Interest Period that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect
to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement
for such Interest Period and any subsequent Interest Periods.


 


“Benchmark
Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement
Adjustment for such Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as
of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and
its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark
with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative
set forth in the order below that can be determined by the Calculation Agent as of the Benchmark Replacement Date:


 


	 	(1)	Compounded SOFR;


 


	 	(2)	the sum of (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;


 


	 	(3)	the sum of (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and


 


	 	(4)	the sum of (a) the alternate rate that has been selected by the Calculation Agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate securities at such time, and (b) the Benchmark Replacement Adjustment.


 


“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation
Agent as of the Benchmark Replacement Date:


 


	 	(1)	the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;


 


	 	(2)	if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and


 


	 	(3)	the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent, giving due consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Interest Period”, timing and frequency of determining rates with respect
to each Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that
the Calculation Agent determines may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially
consistent with market practice (or, if the Calculation Agent determines that adoption of any portion of such market practice is
not administratively feasible or if the Calculation Agent determines that no market practice for use of the Benchmark Replacement
exists, in such other manner as the Calculation Agent determines is reasonably necessary).


 






    2


     


    

 


“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


	 	(1)	in the case of clause (1) of the definition of “Benchmark Transition Event,” the relevant Reference Time in respect of any determination;


 


	 	(2)	in the case of clause (2) or (3) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or


 


	 	(3)	in the case of clause (4) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.


 


For the avoidance of doubt, if the event
giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any
determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:


 


	 	(1)	if the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR, (b) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (c) the Company determines that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;


 


	 	(2)	a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;


 


	 	(3)	a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or


 


	 	(4)	a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.


 


“Business
Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
in the City of New York or any place of payment are authorized or required by law, regulation or executive order to close.


 


“Calculation
Agent” means the agent appointed by the Company prior to the commencement of the Floating Rate Period (which may be the
Company or any of its Affiliates) to act in accordance with Section 3.02(e)(iv). The Trustee shall not be the Calculation Agent.


 


“Compounded
SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for
this rate, and conventions for this rate being established by the Calculation Agent in accordance with:


 


	 	(1)	the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:


 


	 	(2)	if, and to the extent that, the Calculation Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Calculation Agent giving due consideration to any industry-accepted market practice for U.S. dollar-denominated floating rate securities at such time.


 






    3


     


    

 


For the avoidance of doubt, the calculation
of Compounded SOFR shall exclude the Benchmark Replacement Adjustment and the spread specified in Section 3.02(e)(ii).


 


“Corresponding
Tenor” means (i) with respect to Term SOFR, three months, and (ii) with respect to a Benchmark Replacement, a tenor (including
overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current
Benchmark.


 


“Designated
Senior Indebtedness” means any Senior Indebtedness that expressly provides that it is “designated senior indebtedness”
for purposes of the Indenture, provided that the instrument, agreement or other document creating or evidencing such Senior
Indebtedness may place limitations and conditions on the right of such Senior Indebtedness to exercise the rights of Designated
Senior Indebtedness.


 


“Federal Reserve”
means the Board of Governors of the Federal Reserve System or any successor federal banking agency.


 


“Federal Reserve
Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source. The foregoing Internet website is an inactive textual reference only, meaning that the information contained
on the website is not a part of this Supplemental Indenture or incorporated by reference herein.


 


“Fixed Rate
Interest Payment Date” has the meaning specified in Section 3.02(e)(i), and shall constitute an “Interest Payment
Date.”


 


“Fixed Rate
Period” has the meaning specified in Section 3.02(e)(i).


 


“Floating
Rate Interest Payment Date” has the meaning specified in Section 3.02(e)(ii), and shall constitute an “Interest
Payment Date.”


 


“Floating
Rate Period” has the meaning specified in Section 3.02(e)(ii).


 


“Interest
Period” means the period from and including the immediately preceding Interest Payment Date in respect of which interest
has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the Issue Date to,
but excluding, the applicable Interest Payment Date for such period (or the Maturity Date or earlier Redemption Date, if applicable).


 


“Interpolated
Benchmark” with respect to the Benchmark means the rate determined by the Calculation Agent for the Corresponding Tenor
by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that
is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that
is longer than the Corresponding Tenor.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from
time to time.


 


“ISDA Fallback
Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to
the Benchmark for the applicable tenor.


 


“ISDA Fallback
Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon
the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA
Fallback Adjustment.


 


“Issue Date”
means May 15, 2020.


 






    4


     


    

 


“Material
Subsidiary” means First Interstate Bank or any successor thereof or any of the Company’s Subsidiaries that is a
depository institution and that has consolidated assets equal to 80% or more of the Company’s consolidated assets.


 


“Maturity
Date,” with respect to the principal of the Notes, has the meaning specified in Section 3.02(d), which date shall constitute
the “Stated Maturity” thereof.


 


“Payment Blockage
Notice” has the meaning provided in Section 5.02(b).


 


“Reference
Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time
determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, or (2) if the Benchmark is not
Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming
Changes.


 


“Relevant
Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor thereto.


 


“Representative”
means the (a) indenture trustee or other trustee, agent or representative for any Senior Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other representative, (i) in the case of such Senior Indebtedness
issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Indebtedness, any
holder or owner of such Senior Indebtedness acting with the consent of the required Persons necessary to bind such holders or owners
of such Senior Indebtedness and (ii) in the case of all other such Senior Indebtedness, the holder or owner of such Senior Indebtedness.


 


“Responsible
Officer” means, with respect to the Trustee, every officer within the corporate trust office of the Trustee who customarily
performs functions with respect to trust indentures or trust agreements and who has direct responsibility for the administration
of the Indenture.


 


“Senior Indebtedness”
means, without duplication, the principal, premium, if any, unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company, whether or not a claim for post-filing interest is
allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable
under or in respect of the following indebtedness of the Company, whether any such indebtedness exists as of the date of the Indenture
or is created, incurred or assumed after such date: (i) all obligations for borrowed money; (ii) all obligations evidenced by debentures,
notes, debt securities or other similar instruments; (iii) all obligations in respect of letters of credit, security purchase facilities
or bankers acceptances or similar instruments (or reimbursement obligations with respect thereto); (iv) all obligations to pay
the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business;
(v) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned
by the Company; (vi) obligations associated with derivative products including, but not limited to, interest rate and currency
future or exchange contracts, foreign exchange contracts, swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, options, interest rate future or option contracts, commodity
contracts, and similar arrangements; (vii) purchase money debt and similar obligations; (viii) obligations to general creditors
of the Company; (ix) a deferred obligation of, or any such obligation, directly or indirectly guaranteed by, the Company which
obligation is incurred in connection with the acquisition of any business, properties or assets not evidenced by a note or similar
instrument given in connection therewith; (x) all obligations of the type referred to in the foregoing subclauses above of other
Persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise, whether or not classified
as a liability on a balance sheet prepared in accordance with GAAP; and (xi) any renewals, amendments, deferrals, supplements,
extensions, refundings or replacements of any of the foregoing. Senior Indebtedness excludes: (v) any such indebtedness, obligation
or liability referred to above as to which, in the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness, obligation or liability is not superior in right of payment to the Notes, or
ranks pari passu with the Notes, including any subordinated notes issued pursuant to the Base Indenture or the Indenture;
(w) any such indebtedness, obligation or liability which is subordinated to indebtedness of the Company to substantially the same
extent as, or to a greater extent than, the Notes are subordinated; (x) any indebtedness to a Subsidiary; (y) any trade account
payables in the ordinary course of business; and (z) the Notes. Notwithstanding the foregoing, and for the avoidance of doubt,
if the Federal Reserve (or other applicable regulatory agency or authority) promulgates any rule or issues any interpretation that
defines general creditor(s), the main purpose of which is to establish criteria for determining whether the subordinated debt of
a financial or bank holding company is to be included in its capital, then the term “general creditors” as used in
this definition of “Senior Indebtedness” will have the meaning as described in that rule or interpretation.


 



    5


     


    

 


“SOFR”
means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the Benchmark
(or any successor administrator), on the Federal Reserve Bank of New York’s Website.


 


“Tax Event”
means the receipt by the Company of an opinion of independent tax counsel to the effect that as a result of (1) an amendment to
or change (including any announced prospective amendment or change) in any law or treaty, or any regulation thereunder, of the
United States or any of its political subdivisions or taxing authorities; (2) a judicial decision, administrative action, official
administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement
of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an “Administrative
or Judicial Action”); or (3) an amendment to or change in any official position with respect to, or any interpretation
of, an Administrative or Judicial Action or a law or regulation of the United States that differs from the previously generally
accepted position or interpretation, in each case, which change or amendment or challenge becomes effective or which pronouncement,
decision or challenge is announced on or after the Issue Date, there is more than an insubstantial risk that interest payable by
the Company on the Notes is not, or, within 90 days of the date of such opinion, will not be, deductible by the Company, in whole
or in part, for United States federal income tax purposes.


 


“Term SOFR”
means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended
by the Relevant Governmental Body.


 


“Term SOFR
Administrator” means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or any
successor administrator).


 


“Three-Month
Term SOFR” means Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference
Time for any Interest Period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions.
All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the nearest
one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.


 


“Three-Month
Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or
operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to
the definition of “Interest Period”, timing and frequency of determining Three-Month Term SOFR with respect to each
Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Calculation
Agent determines may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent
with market practice (or, if the Calculation Agent determines that adoption of any portion of such market practice is not administratively
feasible or if the Calculation Agent determines that no market practice for the use of Three-Month Term SOFR exists, in such other
manner as the Calculation Agent determines is reasonably necessary).


 


“Tier 2 Capital
Event” means the Company’s good faith determination that, as a result of (1) any amendment to, or change in, the
laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United
States, including the Federal Reserve and other federal bank regulatory agencies) or any political subdivision of or in the United
States that is enacted or becomes effective after the Issue Date, (2) any proposed change in those laws, rules or regulations that
is announced or becomes effective after the Issue Date, or (3) any official administrative decision or judicial decision or administrative
action or other official pronouncement interpreting or applying those laws, rules, regulations, policies or guidelines with respect
thereto that is announced after the Issue Date, there is more than an insubstantial risk that the Company will not be entitled
to treat the Notes then outstanding as “Tier 2 Capital” (or its equivalent), for purposes of the capital adequacy rules
or regulations of the Federal Reserve as then in effect and applicable to the Company, for so long as any Notes are outstanding.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 



    6


     


    

 


ARTICLE III.


 


FORM AND TERMS OF THE NOTES


 


Section 3.01 Form and Dating.




 


(a) The Notes shall
be substantially in the form of Exhibit A attached hereto. The Notes shall be executed on behalf of the Company by its Chair
of the Board, its Vice Chair of the Board, its President and Chief Executive Officer, its Chief Financial Officer or one of its
Executive Vice Presidents.


 


(b) The terms contained
in the Notes shall constitute, and are hereby expressly made, a part of the Base Indenture as supplemented by this Supplemental
Indenture, and the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to
such terms and provisions and to be bound thereby.


 


Section 3.02 Terms. The following
terms relating to the Notes are hereby established:


 


(a) Title. The
Notes shall constitute a series of Securities having the title “5.25% Fixed-to-Floating Rate Subordinated Notes due 2030”
and the CUSIP number 32055Y AA0.


 


(b) Principal Amount.
The aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture on the Issue Date shall
be ONE HUNDRED MILLION DOLLARS ($100,000,000). If no Event of Default has occurred and is continuing with respect to the Notes,
the Company may, from time to time, without notice to or the consent of the Holders, create and issue additional notes (“Additional
Notes”) pursuant to the Indenture ranking equally with the Notes and with identical terms in all respects (or in all
respects except for the offering price, the payment of interest accruing prior to the issue date of such Additional Notes and the
first payment of interest following the issue date of such Additional Notes); provided, however, that a separate
CUSIP number will be issued for any such Additional Notes unless such Additional Notes are fungible with the Notes for U.S. federal
income tax purposes, subject to the procedures of DTC. The Notes and any Additional Notes shall constitute a single series under
the Indenture. All references to the Notes shall include any Additional Notes, unless the context otherwise requires.


 


(c) Person to Whom
Interest Is Payable. Defaulted Interest may be paid as provided in Section 307 of the Base Indenture. However, interest that
is paid on the Maturity Date will be paid to the Person to whom the principal is payable.


 


(d) Maturity Date.
The entire outstanding Principal of the Notes shall be payable on May 15, 2030 (the “Maturity Date”).


 


(e) Interest.


 


(i) The Notes will bear
interest at a fixed rate of 5.25% per annum from and including May 15, 2020, to but excluding May 15, 2025, or earlier Redemption
Date (the “Fixed Rate Period”). Interest accrued on the Notes during the Fixed Rate Period will be payable semi-annually
in arrears on May 15 and November 15 of each year, commencing on November 15, 2020 (each such date, a “Fixed Rate Interest
Payment Date”). The last Fixed Rate Interest Payment Date shall be May 15, 2025, unless the Notes are earlier redeemed.
The interest payable during the Fixed Rate Period will be paid to each Holder in whose name a Note is registered at the close of
business on the fifteenth day (whether or not a Business Day) immediately preceding the applicable Fixed Rate Interest Payment
Date.


 


(ii) The Notes will bear
a floating interest rate from and including May 15, 2025, to but excluding the Maturity Date or earlier Redemption Date (the “Floating
Rate Period”). The floating interest rate will be reset for each Interest Period in the Floating Rate Period, and the
interest rate for each such Interest Period shall be equal to the then-current Three-Month Term SOFR for such Interest Period plus
518 basis points, provided that if Three-Month Term SOFR (or other applicable Benchmark) is less than zero for any Interest
Period during the Floating Rate Period, then Three-Month Term SOFR (or other such Benchmark) shall be deemed to be zero for such
Interest Period. During the Floating Rate Period, interest on the Notes will be payable quarterly in arrears on February 15, May
15, August 15 and November 15 of each year, commencing on August 15, 2025 (each such date, a “Floating Rate Interest Payment
Date” and, together with each Fixed Rate Interest Payment Date, each an “Interest Payment Date”).
The last Floating Rate Interest Payment Date shall be May 15, 2030, unless the Notes are earlier redeemed. The interest payable
during the Floating Rate Period will be paid to each Holder in whose name a Note is registered at the close of business on the
fifteenth day (whether or not a Business Day) immediately preceding the applicable Floating Rate Interest Payment Date. The Calculation
Agent will provide the Company and the Trustee with the interest rate in effect for each Interest Period during the Floating Rate
Period promptly after the Reference Time therefor (or other date of determination for the applicable Benchmark).


 


(iii) The amount of interest
payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis of a 360-day year consisting
of twelve 30-day months, and the amount of interest payable on any Floating Rate Interest Payment Date during the Floating Rate
Period will be computed on the basis of a 360-day year and the actual number of days elapsed. In the event that any scheduled Interest
Payment Date or the Maturity Date for the Notes falls on a day that is not a Business Day, then payment shall be made as provided
in Section 113 of the Base Indenture; provided, that if any scheduled Floating Rate Interest Payment Date falls on a day
that is not a Business Day and the next succeeding Business Day falls in the next succeeding calendar month, such Floating Rate
Interest Payment Date will be accelerated to the immediately preceding Business Day, and, in each such case, the amounts payable
on such Business Day will include interest accrued to, but excluding such Business Day. Dollar amounts resulting from interest
calculations will be rounded to the nearest cent, with one-half cent being rounded upward.


 






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(iv) The Company shall
take such actions as are necessary to ensure that from the commencement of the Floating Rate Period for so long as any of the Notes
remain outstanding there will at all times be a Calculation Agent appointed to calculate Three-Month Term SOFR in respect of each
Floating Rate Period. The calculation of Three-Month Term SOFR for each applicable Floating Rate Period by the Calculation Agent
will (in the absence of manifest error) be final and binding. The Calculation Agent shall have all the rights, protections and
indemnities afforded to the Trustee under the Base Indenture and hereunder. The Calculation Agent may be removed by the Company
at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Company, the Company
will promptly appoint a replacement Calculation Agent, which shall not be the Trustee. The Calculation Agent may not resign its
duties without a successor having been duly appointed; provided, that if a successor Calculation Agent has not been appointed
by the Company and such successor accepted such position within 30 days after the giving of notice of resignation by the Calculation
Agent, then the resigning Calculation Agent may petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Calculation Agent with respect to such series. For the avoidance of doubt, if at any time there
is no Calculation Agent appointed by the Company, then the Company shall be the Calculation Agent. The Company may appoint itself
or any of its Affiliates to be the Calculation Agent.


 


(v) Effect of Benchmark
Transition Event and Benchmark Replacement Date.


 


(1) If the Calculation
Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the
Reference Time in respect of any Interest Period during the Floating Rate Period, then the Benchmark Replacement will replace the
then-current Benchmark for all purposes relating to the Notes during such Interest Period and all subsequent Interest Periods.


 


(2) Notwithstanding
anything set forth in clause (ii) above, if the Calculation Agent determines that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred on or prior to the relevant Reference Time with respect to Three-Month Term SOFR, then
the provisions set forth in this clause (v) will thereafter apply to all determinations of the rate or interest payable on the
Notes during the Floating Rate Period. After a Benchmark Transition Event and its related Benchmark Replacement Date have occurred,
the interest rate on the Notes for each Interest Period during the Floating Rate Period will be an annual rate equal to the Benchmark
Replacement plus the spread specified in clause (ii) above.


 


(3) The Company and
the Calculation Agent are expressly authorized to make determinations, decisions and elections under the terms of the Notes, including
with respect to the use of any Benchmark Replacement for the Floating Rate Period and under this clause (v). Any determination,
decision or election that may be made by the Company or by the Calculation Agent under the terms of the Notes, including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or selection (A) will be conclusive and binding on the Holders and the Trustee absent
manifest error, (B) if made by the Company, will be made in the Company’s sole discretion, (C) if made by the Calculation
Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision
or election to which the Company reasonably objects, and (D) notwithstanding anything to the contrary herein or in the Base Indenture,
shall become effective without consent from the Holders or the Trustee. If the Calculation Agent fails to make any determination,
decision or election that it is required to make under the terms of the Notes, then the Company will make such determination, decision
or election on the same basis as described above.


 


(vi) The Company (or
its Calculation Agent) shall notify the Trustee in writing (1) upon the occurrence of the Benchmark Transition Event or the Benchmark
Replacement Date, and (2) of any Benchmark Replacements, Benchmark Replacement Conforming Changes and other items affecting the
interest rate on the Notes after a Benchmark Transition Event.


 


(vii) The Trustee (including
in its capacity as Paying Agent) shall have no (1) responsibility or liability for (A) Three-Month Term SOFR Conventions, (B) selection
of an alternative reference rate to Three-Month Term SOFR (including whether the conditions for the designation of such rate have
been satisfied or whether such rate is a Benchmark Replacement or an Unadjusted Benchmark Replacement), (C) determination or calculation
of a Benchmark Replacement, or (D) determination of whether a Benchmark Transition Event or Benchmark Replacement Date has occurred,
and in each such case under clauses (A) through (D) above shall be entitled to conclusively rely upon the selection, determination,
and/or calculation thereof as provided by the Company or its Calculation Agent, as applicable, or (2) liability for any failure
or delay in performing its duties hereunder as a result of the unavailability of a Benchmark as described in the definition thereof,
including as a result of the Company’s or Calculation Agent’s failure to select a Benchmark Replacement or the Calculation
Agent’s failure to calculate a Benchmark. The Trustee shall be entitled to rely conclusively on all notices from the Company
or its Calculation Agent regarding any Benchmark or Benchmark Replacement, including in regards to Three-Month Term SOFR Conventions,
a Benchmark Transition Event, Benchmark Replacement Date, and Benchmark Replacement Conforming Changes.


 



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(viii) If the then-current
Benchmark is Three-Month Term SOFR and any of the foregoing provisions concerning the calculation of the interest rate and the
payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined
by the Calculation Agent, then the relevant Three-Month Term SOFR Conventions will apply.


 


(f) Place of Payment
of Principal and Interest. So long as the Notes are issued in the form of one or more Global Securities, the Company shall
make, or cause the Paying Agent to make, all payments of principal and interest on the Notes by wire transfer in immediately available
funds to DTC or its nominee, in accordance with applicable procedures of DTC. If the Notes are not so issued, the Company may,
at its option, make, or cause the Paying Agent to make, payments of principal and interest on the Notes by check mailed to the
address of the Holder specified in accordance with Sections 3.02(e)(i) or (e)(ii).


 


(g) Redemption.
The Notes are not subject to redemption or prepayment at the option of the Holders.


 


The Notes shall be
redeemable at the option of the Company, in whole or in part from time to time, beginning with the Interest Payment Date on May
15, 2025, and on any Interest Payment Date thereafter, subject to obtaining the prior approval of the Federal Reserve to the extent
such approval is then required under the rules of the Federal Reserve.


 


In addition, the Company
may, at its option, redeem the Notes at any time before the Maturity Date, in whole but not in part, subject to obtaining the prior
approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, upon the occurrence
of a Tier 2 Capital Event or a Tax Event, or if the Company is required to register as an investment company pursuant to the Investment
Company Act of 1940, as amended (15 U.S.C. 80a-1 et seq.).


 


The Notes may not otherwise
be redeemed prior to the Maturity Date.


 


The Redemption Price
shall equal 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding,
the Redemption Date fixed by the Company. The provisions of Article XI of the Base Indenture shall apply to any redemption of the
Notes. Any partial redemption will be made in accordance with DTC’s applicable procedures among all Holders. If any Note
is to be redeemed in part only, the notice of redemption relating to such Note shall state, in addition to the information specified
in Section 1104 of the Base Indenture, that such redemption is a partial redemption, the portion of the principal amount thereof
to be redeemed, and that a replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the name
of the Holder thereof upon cancellation of the original Note.


 


Any notice of redemption
may be conditional in the Company’s discretion on one or more conditions precedent, and the Redemption Date may be delayed
until such time as any or all of such conditions have been satisfied or revoked by the Company if it determines that such conditions
will not be satisfied.


 


(h) Sinking Fund.
There shall be no sinking fund for the Notes.


 


(i) Conversion and
Exchange. The Notes are not convertible into, or exchangeable for, equity securities, other securities or assets of the Company
or its Subsidiaries.


 


(j) Denomination.
The Notes and any beneficial interest in the Notes shall be in minimum denominations of $1,000 and integral multiples of $1,000
in excess thereof.


 


(k) Currency of
the Notes. The Notes shall be denominated, and the principal thereof and interest thereon shall be payable, in Dollars.


 






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(l) Registered Form.
The Notes shall be issuable as Global Securities, and DTC (or any successor thereto or successor depositary appointed by the Company
within 90 days of the termination of services of DTC) shall be the depositary for the Notes. Sections 304 and 307 of the Base Indenture
shall apply to the Notes.


 


(m) Events of Default.
The Events of Default provided for in Section 501 of the Base Indenture shall apply to the Notes, provided that clause (6)
thereof shall be deleted in its entirety and the following shall be inserted in lieu thereof (and shall constitute “Events
of Default”):


 


“(6) appointment of a Custodian
for the Material Subsidiary; or


 


(7) the Company pursuant to or
within the meaning of any Bankruptcy Law generally is unable to pay its debts as the same become due.”


 


(n) Acceleration
of Maturity. Section 502 of the Base Indenture shall apply to the Notes, except that the first paragraph thereof shall be deleted
in its entirety and the following text inserted in lieu thereof:


 


“If
an Event of Default under clause (4), (5), (6) or (7) of Section 501 occurs and is continuing, then the principal amount of all
the Notes, together with accrued and unpaid interest, if any, thereon, shall automatically, and without any declaration or other
action on the part of the Trustee or any Holder, become immediately due and payable. The Maturity of the Notes shall not otherwise
be accelerated as a result of an Event of Default.”


 


In addition, the second
paragraph of Section 502 of the Base Indenture shall be amended by (i) deleting all occurrences of the text “declaration
of” appearing in such paragraph and (ii) deleting the text “declaration and” appearing in such paragraph and
inserting the text “acceleration and” in lieu thereof.


 


(o) Statement by
Officers as to Default. Section 1004 of the Base Indenture shall apply to the Notes, except the reference in that Section to
 “150 days” shall be replaced with “120 days.”


 


(p) No Collateral.
The Notes shall not be entitled to the benefit of any security interest in, or collateralization by, any rights, property or interest
of the Company.


 


(q) Satisfaction
and Discharge; Defeasance. Articles IV and XIII of the Base Indenture shall apply to the Notes.


 


(r) No Additional
Amounts. In the event that any payment on the Notes is subject to withholding of any U.S. federal income tax or other tax or
assessment (whether as a result of a change in law or otherwise), the Company will not pay additional amounts with respect to such
tax or assessment.


 


(s) Notices to Holders.
Any notices required to be given to Holders shall be given to a Responsible Officer of the Trustee. Notwithstanding any other provision
of the Indenture or any Note, where the Indenture or any Note provides for notice of any event or any other communication (including
any notice of redemption) to a Holder (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or
its designee) pursuant to the applicable procedures from DTC or its designee, including by electronic mail in accordance with accepted
practices at DTC.


 


(t) Additional Terms.
Other terms applicable to the Notes are as otherwise provided for in the Base Indenture, as supplemented by this Supplemental Indenture,
including Articles IV and V hereof.


 


ARTICLE IV.


 


ADDITIONAL PROVISIONS


 


Section 4.01 Additional Provision.
Section 901 of the Base Indenture shall apply to the Notes, provided that the following text shall be inserted at the end
of such Section:


 


“Without
limitation of the foregoing, the Company and the Trustee may amend or supplement the Indenture or the Notes without the consent
of any Holder to implement any Three-Month Term SOFR Conventions or any benchmark transition provisions after a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred (or in anticipation thereof). The Trustee may conclusively rely
on a Company Request (in addition to any other orders, certificates and opinions) as to whether a Benchmark Transition Event and
Benchmark Replacement Date have occurred.”


 



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ARTICLE V.


 


SUBORDINATION OF SECURITIES


 


Section 5.01 Agreement of Subordination.
The Company covenants and agrees, and each Holder by accepting a Note likewise covenants and agrees, that all Notes shall be issued
subject to the provisions of this Article; and each Person holding any Note, whether upon original issue or upon transfer, assignment
or exchange thereof, accepts and agrees to be bound by such provisions.


 


The payment of the
principal of, interest on and any Redemption Price for the Notes shall, to the extent and in the manner hereinafter set forth,
be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at
the date of the Indenture or thereafter incurred.


 


No provision of this
Article shall prevent the occurrence of any Default or Event of Default hereunder.


 


Section 5.02 Payments to Holders.
No payment or distribution shall be made with respect to the principal of, interest on or any Redemption Price for the Notes, except
for payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 5.05, if:


 


	 	(a)	(i) a default in the payment of principal, premium, interest or other obligations constituting Senior Indebtedness occurs and is continuing (or, in the case of Senior Indebtedness for which there is a period of grace, such a default occurs and continues beyond the period of grace specified in the instrument or lease evidencing such Senior Indebtedness), unless and until such default shall have been cured or waived or shall have ceased to exist, and (ii) a Responsible Officer of the Trustee receives a notice of such default from a Representative or the Company; or


 


	 	(b)	(i) a default under any Designated Senior Indebtedness (other than a default described in clause (a) above) occurs and is continuing, if the effect of such default is to permit holders of such Designated Senior Indebtedness to accelerate its maturity, and (ii) a Responsible Officer of the Trustee receives a notice of such default from a Representative or the Company (a “Payment Blockage Notice”).


 


Upon the Trustee’s
receipt of a Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless
and until (A) at least 365 days shall have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice
and (B) all scheduled payments of principal of, interest on and any Redemption Price for the Notes that have come due have been
paid in full in cash. No default described in clause (b) above that existed or was continuing on the date of delivery of any Payment
Blockage Notice shall be, or be made, the basis for a subsequent Payment Blockage Notice.


 


The Company may and
shall resume payments on and distributions in respect of the Notes upon the earlier of:


 


	 	(1)	the date upon which the default is cured or waived or ceases to exist, or


 


	 	(2)	in the case of a default described in clause (b) above, the 180th day after receipt of the corresponding Payment Blockage Notice, unless the maturity of such Designated Senior Indebtedness has been accelerated or this Article otherwise prohibits such payment or distribution at the time thereof.


 


Upon any payment by
the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or Notes, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid
in full in cash or other payment satisfactory to the holders of such Senior Indebtedness, or payment thereof in accordance with
its terms provided for in cash or other payment satisfactory to the holders of such Senior Indebtedness, before any payment is
made on account of the principal of or interest on the Notes (except payments made pursuant to Article V of the Base Indenture
from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up,
liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or
bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or Notes, to which the Holders or the Trustee would be entitled, except for
the provision of this Article, shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under the Indenture if
received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective
amounts of Senior Indebtedness held by such holders, or as otherwise required by law or a court order) or to their Representative,
as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in cash or other payment
satisfactory to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Indebtedness, before any payment or distribution or provision therefor is made to the Holders or to the Trustee.
Whenever a distribution is to be made or a notice given to the holders of Senior Indebtedness, the distribution may be made and
the notice given to their Representative.


 






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For purposes of this
Article, the words, “cash, property or Notes” shall not be deemed to include shares of stock of the Company
as reorganized or readjusted, or Notes of the Company or any other Person provided for by a plan of reorganization or readjustment,
the payment of which is subordinated at least to the extent provided in this Article with respect to the Notes to the payment of
all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the
new Person, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Indebtedness
(other than leases which are not assumed by the Company or the new Person, as the case may be) are not, without the consent of
such holders, altered by such reorganization or readjustment.


 


The consolidation of
the Company with, or the merger of the Company into, another Person, or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and
conditions provided for in Article VIII of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization
for the purposes of this Section if such other Person shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article VIII of the Base Indenture.


 


In the event of the
acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder
in respect of the principal of or interest on the Notes (including, but not limited to, the Redemption Price with respect to the
Notes called for redemption in accordance with Section 3.02(g)), except payments and distributions made by the Trustee as permitted
by the first or second paragraph of Section 5.05, until all Senior Indebtedness has been paid in full in cash or other payment
satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of the Indenture.
If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Indebtedness
of the acceleration at the address set forth in the notice from the Representative to the Trustee as being the address to which
the Trustee should send its notice pursuant to this Section, unless there are no payment obligations of the Company thereunder
and all obligations thereunder to extend credit have been terminated or expired.


 


In the event that,
notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or Notes (including by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee
or the Holders before all Senior Indebtedness is paid in full in cash or other payment satisfactory to the holders of such Senior
Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory
to the holders of such Senior Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Indebtedness or their Representative, as their respective interests may appear,
as calculated by the Company and directed by the Company pursuant to a Company Order, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or other payment satisfactory
to the holders of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders
of such Senior Indebtedness.


 


Nothing in this Article
shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607 of the Base Indenture. This Section shall
be subject to the further provisions of Section 5.05. For the avoidance of doubt, such payments are not subordinated to the Company’s
Senior Indebtedness.


 


Section 5.03 Subrogation of Notes.
Subject to the payment in full of all Senior Indebtedness, the rights of the Holders shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably
with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company
to substantially the same extent as the Notes are subordinated and is entitled to like rights of subrogation) to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash, property or Notes of the Company applicable to
the Senior Indebtedness until the principal and interest on the Notes shall be paid in full; and, for the purposes of such subrogation,
no payments or distributions to the holders of the Senior Indebtedness of any cash, property or Notes to which the Holders or the
Trustee would be entitled except for the provisions of this Article, and no payment over pursuant to the provisions of this Article,
to or for the benefit of the holders of Senior Indebtedness by Holders or the Trustee, shall, as between the Company, its creditors
other than holders of Senior Indebtedness, and the Holders, be deemed to be a payment by the Company to or on account of the Senior
Indebtedness; and no payments or distributions of cash, property or Notes to or for the benefit of the Holders pursuant to the
subrogation provisions of this Article, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed
to be a payment by the Company to or for the account of the Notes. It is understood that the provisions of this Article are and
are intended solely for the purposes of defining the relative rights of the Holders, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.


 






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Nothing contained in
this Article or elsewhere in the Indenture or in the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders the principal of and interest on the Notes as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the Holders and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from
exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness in respect of cash, property or Notes of the Company received upon the
exercise of any such remedy.


 


Upon any payment or
distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 601 of the
Base Indenture, and the Holders shall be entitled to conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate
of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered
to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon and all other facts
pertinent thereto or to this Article.


 


Section 5.04 Authorization to Effect
Subordination. Each Holder of a Note, by the acceptance thereof, authorizes and directs the Trustee on the Holder’s behalf
to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article and appoints
the Trustee to act as the Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper
proof of claim or proof of debt in the form required in any proceeding referred to in Section 504 of the Base Indenture hereof
at least 30 days before the expiration of the time to file such claim, the holders of any Senior Indebtedness or their representatives
are hereby authorized to file an appropriate claim for and on behalf of the Holders.


 


Section 5.05 Notice to Trustee.
The Company shall give prompt written notice to a Responsible Officer of the Trustee and to any paying agent of any fact known
to the Company which would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent pursuant to the
provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or
by the Trustee in respect of the Notes pursuant to the provisions of this Article, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof at the Corporate Trust Office from the Company or a Representative; and before
the receipt of any such written notice, the Trustee, subject to Section 601 of the Base Indenture, shall be entitled in all respects
to assume that no such facts exist; provided that if on a date not fewer than two Business Days prior to the date upon which
by the terms hereof any such monies may become payable for any purpose (including the payment of the principal of or interest on
any Note) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date.


 


Notwithstanding anything
in this Article to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant
to Section 401 of the Base Indenture, and any such payment shall not be subject to the provisions of Section 5.01 or 5.02.


 


The Trustee, subject
to the provisions of Section 601 of the Base Indenture, shall be entitled to rely on the delivery to it of a written notice by
a Representative or a Person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder)
to establish that such notice has been given by a Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished the Trustee may
defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.


 






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Section 5.06 Trustee’s Relation
to Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article
in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in Section 613 of the Base Indenture or elsewhere in the Indenture shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article shall apply to the Company’s obligations to the Trustee under Section 607 of the Base Indenture.


 


With respect to the
holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into the Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and, subject to the provisions of Section 601 of the Base Indenture, the Trustee shall not be liable to
any holder of Senior Indebtedness if it shall pay over or deliver to Holders, the Company or any other Person money or assets to
which any holder of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.


 


Section 5.07 No Impairment of Subordination.
No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of the Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise be charged with.


 


Section 5.08 Article Applicable to Paying
Agents. If at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article shall (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided, however, that the first paragraph of Section
5.05 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.


 


Section 5.09 Senior Indebtedness Entitled
to Rely. The holders of Senior Indebtedness (including Designated Senior Indebtedness) shall have the right to rely upon this
Article, and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such
holders shall have agreed in writing thereto.


 


ARTICLE VI.


 


MISCELLANEOUS


 


Section 6.01 Trust Indenture Act.
This Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture
and shall, to the extent applicable, be governed by such provisions. If any provision of this Supplemental Indenture limits, qualifies,
or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Supplemental
Indenture, the latter provision shall control. If any provision of this Supplemental Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Supplemental
Indenture as so modified or excluded, as the case may be. Whenever this Supplemental Indenture refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in and made a part of this Supplemental Indenture.


 


Section 6.02 GOVERNING LAW. This
Supplemental Indenture and the Notes shall be governed by and construed in accordance with the law of the state of New York without
reference to its principles of conflict of laws (other than Section 5-1401 of the General Obligations Law).


 


Section 6.03 Ratification. The Base
Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and confirmed. The Trustee accepts
the trusts created by the Base Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the
terms and conditions of the Base Indenture, as supplemented by this Supplemental Indenture.


 


Section 6.04 Effectiveness. The
provisions of this Supplemental Indenture shall become effective as of the date hereof.


 



    14


     


    

 


Section 6.05 USA PATRIOT Act. The
parties hereto acknowledge that, in accordance with Section 326 of the USA PATRIOT Act, the Trustee is required to obtain, verify,
and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. The parties to this Supplemental Indenture agree that they will provide the Trustee with such information as it may request
in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.


 


[Signature page follows]


 



    15


     


    




 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


 





	 	FIRST INTERSTATE BANCSYSTEM, INC.
	 	 
	 	By:	 /s/ Marcy D. Mutch
	 	Name: 	Marcy D. Mutch
	 	Title: 	Executive Vice President and Chief Financial Officer
	 


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By: 	/s/ Michael
    W. McGuire
	 	Name:	 Michael W. McGuire 
	 	Title: 	Vice President










 


[Signature Page to First Supplemental
Indenture]


 






     


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


THIS SECURITY AND THE OBLIGATIONS OF
THE COMPANY (AS DEFINED HEREIN) AS EVIDENCED HEREBY (1) ARE NOT DEPOSITS WITH OR HELD BY THE COMPANY AND ARE NOT INSURED OR GUARANTEED
BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND (2) ARE
SUBORDINATE IN THE RIGHT OF PAYMENT TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE INDENTURE IDENTIFIED HEREIN).


 


GLOBAL NOTE


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY,
WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I)
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (II) BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR (III) BY A NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 









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FIRST INTERSTATE BANCSYSTEM, INC.


 


5.25% Fixed-to-Floating Rate Subordinated
Notes due 2030


 


	No. PA-1	CUSIP: 32055Y AA0
	$100,000,000	ISIN: US32055YAA01


 


FIRST INTERSTATE BANCSYSTEM,
INC., a Montana corporation (together with any successor Corporation under the Indenture hereinafter referred to, the “Company”),
for value received, hereby promises to pay to CEDE & CO., or its registered assigns, the principal sum of ONE HUNDRED MILLION
DOLLARS ($100,000,000) on May 15, 2030 (the “Stated Maturity Date”), unless redeemed prior to such date, and
to pay interest thereon (i) from and including May 15, 2020, to but excluding May 15, 2025, unless redeemed prior to such date
(such period, the “Fixed Rate Period”), at a rate of 5.25% per annum, semi-annually in arrears on May 15 and
November 15 of each year, commencing on November 15, 2020 (each such date, a “Fixed Rate Interest Payment Date”)
and (ii) from and including May 15, 2025, to but excluding the Stated Maturity Date, unless redeemed on or subsequent to May 15,
2025, but prior to the Stated Maturity Date (such period, the “Floating Rate Period”), at a rate equal to Three-Month
Term SOFR, reset quarterly, plus 518.0 basis points, or such other rate as may be determined pursuant to the Supplemental
Indenture hereinafter referred to, quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing
on August 15, 2025, and ending on the Stated Maturity Date or earlier Redemption Date (each such date, a “Floating Rate
Interest Payment Date” and, together with each Fixed Rate Interest Payment Date, each an “Interest Payment Date”).
The amount of interest payable on any Fixed Rate Interest Payment Date during the Fixed Rate Period will be computed on the basis
of a 360-day year consisting of twelve 30-day months, and the amount of interest payable on any Floating Rate Interest Payment
Date during the Floating Rate Period will be computed on the basis of a 360-day year and the actual number of days elapsed. If
any Interest Payment Date or the Stated Maturity Date falls on a day that is not a Business Day, payment may be made on the next
succeeding Business Day and no interest on such payment will accrue for the period of such delay; provided that if any scheduled
Floating Rate Interest Payment Date falls on a day that is not a Business Day and the next succeeding Business Day falls in the
next succeeding calendar month, such Floating Rate Interest Payment Date will be accelerated to the immediately preceding Business
Day, and in each such case the amount payable on such Business Day will include interest accrued to but excluding such Business
Day. All percentages used in or resulting from any calculation of Three-Month Term SOFR shall be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.


 


Payment of the principal
of and interest on this Note will be made in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.


 


Reference is hereby
made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


[Signature page follows.]


 









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IN WITNESS WHEREOF,
the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.


 


	 	FIRST INTERSTATE BANCSYSTEM, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 









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TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the
Securities of the series designated and referred to in the within-mentioned Indenture.


 


	Date of authentication:	 	 	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	 	 	as Trustee
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 





 






    	 	A-4	 



     


    

 


REVERSE OF NOTE


 


FIRST INTERSTATE BANCSYSTEM, INC.


 


5.25% Fixed-to-Floating Rate Subordinated
Notes due 2030


 


This Note is one of
a duly authorized issue of Securities of the Company of a series designated as the “5.25% Fixed-to-Floating Rate Subordinated
Notes due 2030” (the “Notes”) initially issued in an aggregate principal amount of $100,000,000 on May
15, 2020. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of subordinated
debt securities of the Company issued or issuable under and pursuant to the Subordinated Debt Securities Indenture dated as of
May 15, 2020 (the “Base Indenture” and, as the same may from time to time be amended, supplemented or otherwise
modified in accordance therewith, including by the Supplemental Indenture referred to below, the “Indenture”),
between the Company and U.S. Bank National Association, as Trustee (together with any successor trustee, the “Trustee”),
as supplemented and amended by the First Supplemental Indenture dated as of May 15, 2020, between the Company and the Trustee (the
 “Supplemental Indenture”), to which Indenture and any other indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the Persons in whose names Notes are registered from time to time and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The terms, conditions and provisions of the Notes are those stated in the Indenture, those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and
those set forth in this Note. To the extent that the provisions of this Note modify, supplement or are inconsistent with those
of the Indenture, then the provisions of this Note shall govern to the extent that such provisions of this Note are not inconsistent
with (i) the provisions of the Supplemental Indenture or (ii) the provisions made part of the Indenture by reference to the Trust
Indenture Act.


 


All capitalized terms
used in this Note and not defined herein that are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 


The indebtedness of
the Company evidenced by the Notes, including the principal thereof and interest thereon, (i) to the extent and in the manner set
forth in the Indenture, is subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness,
whether outstanding at the date hereof or hereafter incurred, on the terms and subject to the terms and conditions set forth in
the Indenture, and (ii) shall rank pari passu in right of payment with all other Securities and with all other unsecured
subordinated indebtedness of the Company that is not by its terms subordinate and subject in right of payment to the prior payment
in full of debentures, notes, bonds or other evidences of indebtedness of types that include the Notes. Each Holder of this Note,
by the acceptance hereof, agrees to and shall be bound by such provisions of the Indenture and authorizes and directs the Trustee
on such Holder’s behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided.


 


The Notes are intended
to be treated as Tier 2 Capital (or its then-equivalent if the Company were subject to such capital requirement) for purposes of
capital adequacy rules or regulations of the Board of Governors of the Federal Reserve System (or any successor regulatory authority
with jurisdiction over bank holding companies) (the “Federal Reserve”) as applicable to the Company and as the
same may be amended or supplemented from time to time. If an Event of Default with respect to the Notes shall occur and be continuing,
the principal and interest owed on the Notes shall only become due and payable in accordance with the terms and conditions set
forth in Article V of the Base Indenture and Section 3.02(m) and (n) of the Supplemental Indenture. Accordingly, the Holder
has no right to accelerate the maturity of this Note in the event that the Company fails to pay interest on any of the Notes, or
fails to perform any other obligations under the Notes or in the Indenture that are applicable to the Notes.


 


The Company may, at
its option, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to
be redeemed, plus accrued and unpaid interest (the “Redemption Price”) to, but excluding, the date of redemption
(the “Redemption Date”), on any Interest Payment Date on or after May 15, 2025. The Company may also, at its
option, redeem the Notes before the Stated Maturity Date, in whole, but not in part, at any time, upon the occurrence of a Tier
2 Capital Event or a Tax Event, or if the Company is required to register as an investment company pursuant to the Investment Company
Act of 1940, as amended. Any such redemption will be at a redemption price equal to the Redemption Price to, but excluding, the
Redemption Date fixed by the Company. No redemption of the Notes by the Company prior to the Stated Maturity Date shall be made
without the prior approval of the Federal Reserve if such prior approval is or will be required at the scheduled Redemption Date.
The provisions of Article XI of the Base Indenture and Section 3.02(g) of the Supplemental Indenture shall apply to the redemption
of any Notes by the Company.


 



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The Notes are not entitled
to the benefit of any sinking fund. The Notes are not convertible into or exchangeable for any other securities or property of
the Company or any Subsidiary of the Company.


 


In the event that any
payment on the Notes is subject to withholding of any U.S. federal income tax or other tax or assessment (as a result of a change
in law or otherwise), the Company will not pay additional amounts with respect to such tax or assessment.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders at any time by the Company and the Trustee with the consent of the Holders of at least a majority
in principal amount of the outstanding Notes. The Indenture also contains provisions permitting the Holders of specified percentages
in principal amount of the Notes at the time outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company
with certain provisions of the Indenture and to waive certain past Defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.


 


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Securities Register
described in Section 305 of the Base Indenture, upon surrender of this Note for registration of transfer at the office or agency
of the Company in any place where the principal of and interest on this Note are payable, duly endorsed, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar and duly executed, by the Holder hereof or
its attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


 


The Notes are issuable
only in registered form without coupons in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.


 


The Company and the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.


This Security is
a global note, represented by one or more permanent global certificates registered in the name of the nominee of The Depository
Trust Company (each a “Global Note” and collectively, the “Global Notes”). Accordingly,
unless and until it is exchanged for individual certificates, this Note may not be transferred except as a whole (i) by The Depository
Trust Company (the “Depositary”) to a nominee of the Depositary, (ii) by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or (iii) by the Depositary or a nominee of the Depositary to a successor depositary
or any nominee of such successor. Ownership of beneficial interests in this Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the applicable Depositary or its nominee (with respect to interests
of persons that have accounts with the Depositary (“Participants”)) and the records of Participants (with respect
to interests of persons other than Participants). Beneficial interests in Notes owned by persons that hold through Participants
will be evidenced only by, and transfers of such beneficial interests with such Participants will be effected only through, records
maintained by such Participants. Except as provided below, owners of beneficial interests in this Note will not be entitled to
have any individual certificates and will not be considered the owners or Holders thereof under the Indenture.


 


Except in the limited
circumstances set forth in the Base Indenture, Participants and owners of beneficial interests in the Global Notes will not be
entitled to receive Notes in the form of individual certificates and will not be considered Holders. None of the Company, the
Trustee, the Security Registrar, the Paying Agent or any of their respective agents will be liable for any delay by the Depositary,
its nominee or any direct or indirect Participant in identifying the beneficial owners of the related Notes. The Company, the
Trustee, the Security Registrar, the Paying Agent and each of their respective agents may conclusively rely on, and will be protected
in relying on, instructions from the Depositary or its nominee for all purposes, including with respect to the registration and
delivery, and the respective principal amounts, of the Notes to be issued.


 


Except as provided
in Section 305 of the Base Indenture and Section 3.02(f) of the Supplemental Indenture, beneficial owners of Global Notes will
not be entitled to receive physical delivery of Notes in the form of individual certificates, and no Global Note will be exchangeable
except for another Global Note of like denomination and tenor to be registered in the name of the Depositary or its nominee. Accordingly,
each person owning a beneficial interest in a Global Note must rely on the procedures of the Depositary and, if such person is
not a Participant, on the procedures of the Participant through which such person owns its interest, to exercise any rights of
a Holder under the Notes.


 



    	 	A-6	 



     


    




 


The laws of some
jurisdictions may require that certain purchasers of securities take physical delivery of those securities in definitive form.
Accordingly, the ability to transfer interests in the Notes represented by a Global Note to those persons may be limited. In addition,
because the Depositary can act only on behalf of its Participants, who in turn act on behalf of persons who hold interests through
Participants, the ability of a person having an interest in Notes represented by a Global Note to pledge or transfer such interest
to persons or entities that do not participate in the Depositary’s system, or otherwise to take actions in respect of such
interest, may be affected by the lack of an individual certificate in respect of such interest. None of the Company, the Trustee,
the Paying Agent and the Security Registrar will have any responsibility or liability for any aspect of the records relating to
or payments made on account of Notes by the Depositary, or for maintaining, supervising or reviewing any records of the Depositary
relating to the Notes.


 


The Trustee will
act as the Company’s Paying Agent with respect to the Notes through its Corporate Trust Office presently located at 950 17th
St., 5th Floor, Denver, CO 80202. The Company may at any time rescind the designation of a Paying Agent, appoint a successor
Paying Agent, or approve a change in the office through which any Paying Agent acts.


 


Notices to the Holders
of individual certificates will be given to such Holders at their respective addresses in the Register, or in the case of Global
Notes, electronic delivery in accordance with DTC’s applicable procedures.


 


The Indenture contains
provisions setting forth certain conditions to the institution of proceedings by the Holders of Notes with respect to the Indenture
or for any remedy under the Indenture.


 


This Note shall be
governed by and construed in accordance with the law of the state of New York without reference to its principles of conflict of
laws (other than Section 5-1401 of the General Obligations Law).





 






    	 	A-7	 



     


    

 





ASSIGNMENT FORM


 


To assign the within Security, fill in
the form below:


 


I or we assign and transfer the within
Security to:


 


	 	 	 
	 	(Insert assignee’s legal name)	 
	 	 	 
	 	 	 
	 	(Insert assignee’s social security or tax I.D. number)	 
	 	 	 
	 	 	 
	 	(Print or type assignee’s name, address and zip code)	 


 


and irrevocably appoint the Trustee as
agent to transfer this Security on the books of First Interstate BancSystem, Inc. The agent may substitute another to act for it.


 


	Your Signature:	 
	 	(Sign exactly as your name appears on the other side of this Security)
	 	 
	Your Name:	 
	 	 
	Date:	 
	 	 
	Signature Guarantee:	 


 


SIGNATURE GUARANTEE


 


Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
 “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 






    	 	A-8