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FIRST AMENDMENT TO CREDIT AGREEMENT





     THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 12,
2006, by and between FIRST INTERSTATE BANCSYSTEM, INC., a Montana corporation (“Borrower”), and
WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).



RECITALS




     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that
certain Credit Agreement between Borrower and Bank dated as of June 30, 2005, as amended from time
to time (“Credit Agreement”).



     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set
forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said
changes.



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:



     1. Section 4.10 (d) is hereby deleted in its entirety, and the following substituted
therefor:



     “4.10 (d) Borrower on a consolidated basis, and for bank
subsidiary on an individual basis, must maintain its categorization as
Well Capitalized as defined by regulatory agencies having jurisdiction,
which, pursuant to Section 38 of the Federal Deposit Insurance Act
(created by Section 131 of the Federal Deposit Insurance Corporation
Improvement Act (FDICIA) of 1991) (entitled “Prompt Corrective Action”)
(herein, “Section 38”), considers an institution “Well Capitalized”,
among other things, if its Total Risk-Based Capital Ratio equals or
exceeds 10%, its Tier 1 Risk-Based Capital equals or exceeds 6% and its
Leverage equals or exceeds 5%. As used herein, “Total Risk-Based Capital
Ratio”, “Tier 1 Risk-Based Capital” and “Leverage” shall be defined and
calculated in conformity with Section 38.”



     2. Section 5.6 is hereby deleted in its entirety, and the following substituted
therefor:



     “SECTION 5.6. DIVIDENDS, DISTRIBUTIONS.
Declare or pay any dividend or distribution either in cash, stock
or any other property on Borrower’s stock now or hereafter outstanding,
where the aggregate amount of such dividend, distribution in any fiscal
year so long as not in excess of fifty percent (50%) of Borrower’s
consolidated net income for said fiscal year.”



     3. Except as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment
and the Credit Agreement shall be read together, as one document.



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     4. Borrower hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the
date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor
any condition, act or event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.



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



	 	 	 	 	 	 	 	 	 	 	 
	FIRST INTERSTATE BANCSYSTEM, INC.	 	 	 	WELLS FARGO BANK, 
     NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

Title:

	 	/s/ Abram M. Stevens
 


Senior Vice President, Finance
	 	 
	 	By:
	 	/s/ David Schmaltz
 

David Schmaltz 

Vice President
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 Abram M. Stevens
 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title: Senior Vice President, Finance	 	 	 	 	 	 	 	 







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