10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ x ]    Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2004

OR

[   ]       Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to _______

COMMISSION FILE NUMBER 000-49733

First Interstate BancSystem, Inc.

(Exact name of registrant as specified in its charter)

Montana	81-0331430
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

PO Box 30918, 401 North 31st Street, Billings, MT	59116-0918
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 406/255-5390

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]

The registrant had 7,895,954 shares of common stock outstanding on June 30, 2004.

1

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Quarterly Report on Form 10-Q

Index	Page
Part I. Financial Information
Item 1 – Financial Statements (unaudited)
Consolidated Balance Sheets June 30, 2004 and December 31, 2003		3
Consolidated Statements of Income Three and six months ended June 30, 2004 and 2003		4
Consolidated Statements of Stockholders’ Equity and Comprehensive Income Six months ended June 30, 2004 and 2003		5
Consolidated Statements of Cash Flows Six months ended June 30, 2004 and 2003		6
Notes to Unaudited Consolidated Financial Statements		8
Item 2 – Management’s Discussion and Analysis of Financial Condition And Results of Operations		13
Item 3 – Quantitative and Qualitative Disclosures about Market Risk		17
Item 4 – Controls and Procedures		18
Part II. Other Information
Item 1 – Legal Proceedings		19
Item 2 – Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities		19
Item 3 – Defaults Upon Senior Securities		19
Item 4 – Submission of Matters to a Vote of Security Holders		19
Item 5 – Other Information		20
Item 6 – Exhibits and Reports on Form 8-K		20
Signatures		21
2004 Restricted Stock Award Plan
2004 Restricted Stock Award Agreement
Notice of Restricted Stock Award
Certification Pursuant to Section 302 by CEO
Certification Pursuant to Section 302 by CFO
Certification Pursuant to Section 906

2

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)

(Unaudited)

	June 30,			December 31,
	2004			2003
Assets
Cash and due from banks	$	251,229		$	214,529
Federal funds sold					41,040
Interest bearing deposits in banks		3,879			458
Trading assets		2,321			1,722
Investment securities:
Available-for-sale		692,129			707,444
Held-to-maturity		96,962			92,143
Total investment securities		789,091			799,587
Loans		2,660,375			2,554,899
Less allowance for loan losses		41,174			38,940
Net loans		2,619,201			2,515,959
Premises and equipment, net		117,495			112,441
Accrued interest receivable		20,535			19,411
Goodwill		37,626			37,626
Core deposit intangible, net of accumulated amortization		2,871			3,438
Mortgage servicing rights, net of accumulated amortization and impairment reserve		16,978			14,405
Other real estate owned, net		1,724			1,999
Deferred tax asset, net		7,774			3,438
Other assets		90,292			88,276
Total assets	$	4,002,056		$	3,879,744
Liabilities and Stockholders’ Equity
Deposits:
Noninterest bearing	$	717,446		$	688,712
Interest bearing		2,511,319			2,468,009
Total deposits		3,228,765			3,156,721
Securities sold under repurchase agreements		366,358			323,406
Accrued interest payable		9,688			10,206
Accounts payable and accrued expenses		23,029			19,220
Other borrowed funds		8,266			7,137
Long-term debt		42,997			47,590
Subordinated debenture held by deconsolidated subsidiary trust		41,238			41,238
Total liabilities		3,720,341			3,605,518
Stockholders’ equity:
Nonvoting noncumulative preferred stock without par value; authorized 100,000 shares; no shares issued or outstanding as of June 30, 2004 or December 31, 2003		–			–
Common stock without par value; authorized 20,000,000 shares; issued and outstanding 7,895,954 shares as of June 30, 2004 and 7,912,699 shares as of December 31, 2003		32,245			33,187
Unearned compensation - restricted stock		(433	)		–
Retained earnings		258,547			242,105
Accumulated other comprehensive income, net		(8,644	)		(1,066	)
Total stockholders’ equity		281,715			274,226
Total liabilities and stockholders’ equity	$	4,002,056		$	3,879,744

See accompanying notes to unaudited consolidated financial statements.

3

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(Dollars in thousands, except per share data)
(Unaudited)

	For the three months						For the six months
	ended June 30,						ended June 30,
	2004			2003			2004			2003
Interest income:
Interest and fees on loans	$	39,562		$	40,259		$	78,585		$	78,889
Interest and dividends on investment securities and trading assets:
Taxable		6,362			6,833			12,770			13,753
Exempt from Federal taxes		1,029			992			2,032			1,959
Interest on deposits in banks		6			2			7			18
Interest on Federal funds sold		87			90			219			241
Total interest income		47,046			48,176			93,613			94,860
Interest expense:
Interest on deposits		8,326			10,555			16,848			22,335
Interest on Federal funds purchased		33			41			33			41
Interest on securities sold under repurchase agreements		601			551			1,125			1,225
Interest on other borrowed funds		20			11			31			31
Interest on long-term debt		561			653			1,129			1,166
Interest on subordinated debenture held by deconsolidated subsidiary trust		452			–			911			–
Interest on trust preferred securities		–			698			–			1,605
Total interest expense		9,993			12,509			20,077			26,403
Net interest income		37,053			35,667			73,536			68,457
Provision for loan losses		2,541			2,570			4,959			5,000
Net interest income after provision for loan losses		34,512			33,097			68,577			63,457
Noninterest income:
Income from fiduciary activities		1,439			1,301			2,817			2,489
Service charges on deposit accounts		4,986			4,286			9,660			8,150
Technology services		3,198			2,801			6,239			5,605
Other service charges, commissions and fees		7,308			8,801			13,547			16,296
Investment securities gains (losses), net		(740	)		33			(710	)		1,508
Other real estate income (expense)		(6	)		(38	)		27			(54	)
Other income		1,084			1,260			2,316			2,242
Total noninterest income		17,269			18,444			33,896			36,236
Noninterest expense:
Salaries, wages and employee benefits		17,660			16,815			36,000			34,093
Occupancy, net		2,913			2,802			5,601			5,516
Furniture and equipment		3,728			3,394			7,273			6,440
FDIC insurance		119			114			237			239
Core deposit intangible amortization expense		283			305			566			610
Other expenses		7,599			12,054			18,339			23,158
Total noninterest expense		32,302			35,484			68,016			70,056
Income before income taxes		19,479			16,057			34,457			29,637
Income tax expense		6,907			5,822			12,167			10,565
Net income	$	12,572		$	10,235		$	22,290		$	19,072
Basic earnings per common share	$	1.59		$	1.30		$	2.82		$	2.42
Diluted earnings per common share	$	1.58		$	1.30		$	2.80		$	2.42

See accompanying notes to unaudited consolidated financial statements.

4

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

(Dollars in thousands, except share and per share data)
(Unaudited)

							Unearned			Accumulated
							compensation			other			Total
	Common			Retained			on restricted			comprehensive			stockholders’
	stock			earnings			stock			income			equity
Balance at December 31, 2003	$	33,187		$	242,105		$	–		$	(1,066	)	$	274,226
Comprehensive income:
Net income		–			22,290			–			–			22,290
Unrealized losses on available-for-sale investment securities, net of income tax benefit of $4,568		–			–			–			(7,144	)		(7,144	)
Less reclassification adjustment for losses included in net income, net of income tax benefit of $276		–			–			–			(434	)		(434	)
Other comprehensive income														(7,578	)
Total comprehensive income														14,712
Common stock transactions:
35,627 shares retired		(1,821	)		–			–			–			(1,821	)
9,882 shares issued		420			–			–			–			420
9,000 shares issued pursuant to restricted stock plan		459			–			(459	)		–			–
Remeasurement and amortization of restricted stock awards		–			–			26			–			26
Cash dividends declared:
Common ($0.74 per share)		–			(5,848	)		–			–			(5,848	)
Balance at June 30, 2004	$	32,245		$	258,547		$	(433	)	$	(8,644	)	$	281,715
Balance at December 31, 2002	$	3,085		$	236,724		$	–		$	4,045		$	243,854
Comprehensive income:
Net income		–			19,072			–			–			19,072
Unrealized losses on available-for-sale investment securities, net of income tax benefit of $1,408		–			–			–			(2,327	)		(2,237	)
Less reclassification adjustment for gains included in net income, net of income tax expense of $588		–			–			–			920			920
Other comprehensive income														(1,407	)
Total comprehensive income														17,665
Common stock transactions:
36,572 shares retired		(1,672	)		–			–			–			(1,672	)
89,184 shares issued		4,010			–			–			–			4,010
Recapitalization of common stock from retained earnings		25,000			(25,000	)		–			–			–
Cash dividends declared:
Common ($0.66 per share)		–			(5,169	)		–			–			(5,169	)
Balance at June 30, 2003	$	30,423		$	225,627		$	–		$	2,638		$	258,688

See accompanying notes to unaudited consolidated financial statements.

5

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)
(Unaudited)

	For the six months
	ended June 30,
	2004			2003
Cash flows from operating activities:
Net income	$	22,290		$	19,072
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of joint ventures		(323	)		(143	)
Provision for loan losses		4,959			5,000
Depreciation and core deposit amortization		6,607			5,793
Amortization and remeasurement of unearned compensation on restricted stock		26			–
Net premium amortization on investment securities		1,247			2,264
Net loss (gain) on sale of investment securities		710			(1,508	)
Net gain on sale of loans		(2,100	)		(4,600	)
Net gain on sale of other real estate owned		(95	)		(27	)
Net loss (gain) on sale of property and equipment		18			(14	)
Increase (decrease) in valuation reserve for mortgage servicing rights		(1,076	)		2,716
Write-down of property and equipment pending disposition		65			74
Deferred income taxes		586			(274	)
Changes in operating assets and liabilities:
Increase in trading investment securities		(599	)		(581	)
Decrease (increase) in interest receivable		(1,124	)		292
Decrease in other assets		180			2,552
Decrease in accrued interest payable		(518	)		(1,943	)
Increase in accounts payable and accrued expenses		3,809			6,973
Net cash provided by operating activities		34,662			35,646
Cash flows from investing activities:
Purchases of investment securities:
Held-to-maturity		(6,741	)		(7,040	)
Available-for-sale		(247,800	)		(481,745	)
Proceeds from maturities and paydowns of investment securities:
Held-to-maturity		1,865			4,288
Available-for-sale		223,282			388,517
Proceeds from sales of available-for-sale investment securities		25,411			46,592
Net decrease in cash equivalent mutual funds classified as available-for-sale investment securities		22			40,172
Purchases and originations of mortgage servicing rights		(3,247	)		(5,524	)
Extensions of credit to customers, net of repayments		(108,091	)		(193,949	)
Recoveries of loans charged-off		1,029			1,250
Proceeds from sales of other real estate		1,266			505
Net capital expenditures		(11,108	)		(15,551	)
Acquisition of banking office, net of cash and cash equivalents acquired		–			2,842
Capital (contributions to) distributions from joint ventures		(149	)		200
Net cash used in investing activities		(124,261	)		(219,443	)

6

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Dollars in thousands)
(Unaudited)

	For the six months
	ended June 30,
	2004			2003
Cash flows from financing activities:
Net increase in deposits	$	72,044		$	86,034
Net increase in repurchase agreements		42,952			4,584
Net increase in other borrowed funds		1,129			28
Borrowings of long-term debt		14,025			51,600
Repayments of long-term debt		(18,618	)		(27,834	)
Net decrease in debt issuance costs		22			937
Proceeds from issuance of subordinated debenture held by deconsolidated subsidiary trust		–			40,000
Redemption of capital trust preferred securities		–			(40,000	)
Proceeds from issuance of common stock		420			181
Payments to retire common stock		(1,821	)		(1,672	)
Dividends paid on common stock		(5,848	)		(5,169	)
Net cash provided by financing activities		104,305			108,689
Net increase (decrease) in cash and cash equivalents		14,706			(75,108	)
Cash and cash equivalents at beginning of period		281,442			310,892
Cash and cash equivalents at end of period	$	296,148		$	235,784
Supplemental disclosure of cash flow information:
Cash paid during the year for interest	$	20,595		$	28,177
Cash paid during the year for taxes	$	7,774		$	10,371

See accompanying notes to unaudited consolidated financial statements.

7

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(1)	Basis of Presentation
	In the opinion of management, the accompanying unaudited consolidated financial statements of First Interstate BancSystem, Inc. and subsidiaries (the “Company”) contain all adjustments (all of which are of a normal recurring nature) necessary to present fairly the financial position of the Company at June 30, 2004 and the results of operations and cash flows for each of the three and six-month periods ended June 30, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America. The balance sheet information at December 31, 2003 is derived from audited consolidated financial statements, however, certain reclassifications, none of which were material, have been made to conform to the June 30, 2004 presentation.
	These statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Operating results for the three and six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.
(2)	Stock-Based Compensation
	Restricted Stock Award Plan. On March 25, 2004, the Company’s Board of Directors approved the 2004 Restricted Stock Award Plan (the “Restricted Stock Plan”). Under the Restricted Stock Plan, Company common stock may be issued at the discretion of the Company’s Board of Directors to certain officers and directors of the Company for no consideration as compensation for services. Shares issued under the Restricted Stock Plan are subject to terms and conditions determined by the Board at the date of issuance. On April 1, 2004, the Company issued 9,000 shares of nonvested restricted stock (“Restricted Shares”). The Restricted Shares become fully vested if the Company achieves defined performance goals for the year ending December 31, 2006 and the recipient is employed by the Company on April 1, 2007. During the vesting period, the participants have voting rights and receive dividends.
	Stock issued under the Restricted Stock Plan is subject to a shareholder’s agreement granting the Company the right of first refusal to repurchase vested shares and providing the Company a right to call some or all of the vested shares under certain circumstances. As of June 30, 2004, the Company had 16,000 additional shares available for issuance under the Restricted Stock Plan.
	Stock Option Plans. The Company has two nonqualified stock option plans, the 2001 Stock Option Plan (the “New Stock Option Plan”) and the Stock Option and Stock Appreciation Rights Plan (the “Old Option Plan”). Stock options and stock appreciation rights (“SARs”) awards are granted to certain officers and directors of the Company at the discretion of the Company’s Board of Directors. During 2004, all awards outstanding under the Old Option Plan were exercised or cancelled.
	Under the New Stock Option Plan, all options granted have an exercise price equal to fair value at the date of grant, may be subject to vesting as determined by the Compensation Committee of the Company’s Board of Directors and can be exercised for periods of up to ten years from the date of grant. Stock issued upon exercise of options is subject to a shareholder’s agreement prohibiting transfer of the stock for a period of six months following the exercise. In addition, the shareholder’s agreement grants the Company a right of first refusal to repurchase the stock and provides the Company the right to call some or all of the stock under certain conditions.
	Accounting for Stock-Based Compensation Plans. The Company accounts for its stock-based employee compensation plans in accordance with Accounting Principles Board Opinion No. 25 (“APB No. 25”), “Accounting for Stock Issued to Employees.” Under APB No. 25, the Company measures compensation cost for stock-based employee compensation plans based on the intrinsic value of the award at the date of grant. Intrinsic value is the excess of the fair value of the underlying stock over the amount an employee must pay to acquire the stock. Options awarded prior to September 2001 and all restricted stock awards are accounted for under variable plan accounting whereby compensation expense or benefit is recorded each period from the date of grant to the measurement date based on the fair value of the Company’s common stock at the end of the period. Option awards subsequent to August 2001 are accounted for under fixed plan accounting. Under fixed plan accounting, the Company does not recognize compensation expense if the exercise price of the option is equal to the fair value of the common stock at date of grant.

8

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

The following table illustrates the effect on net income and earnings per share if compensation expense had been determined for fixed plan stock option awards based on an estimate of fair value of the option at the date of grant consistent with SFAS No. 123, “Accounting for Stock Based Compensation,” as amended.

	Three months ended						Six months ended
	6/30/04			6/30/03			6/30/04			6/30/03
Net income as reported	$	12,572		$	10,235		$	22,290		$	19,072
Deduct: total stock-based employee compensation expense determined using a fair value based method for fixed plan awards, net of tax effect		(97	)		(65	)		(181	)		(120	)
Pro forma net income	$	12,475		$	10,170		$	22,109		$	18,952
Basic earnings per share	$	1.59		$	1.30		$	2.82		$	2.42
Pro forma basic earnings per share	$	1.58		$	1.29		$	2.80		$	2.41
Diluted earnings per share	$	1.58		$	1.30		$	2.80		$	2.42
Pro forma diluted earnings per share	$	1.57		$	1.29		$	2.77		$	2.40

	The fair value of options was estimated at the grant date using a Black-Scholes option pricing model, which requires the input of subjective assumptions. Because the Company’s common stock and stock options have characteristics significantly different from listed securities and traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the existing models do not necessarily provide a reliable single measure of the fair value of stock options. The weighted average fair values of options granted during the six months ended June 30, 2004 and 2003 were $6.44 and $5.05, respectively. Weighted average assumptions used in the valuation model include risk-free interest rates of 4.74% and 4.01%; dividend yields of 3.05% and 2.95%; expected stock price volatility of 7.8% and 9.1% for the six months ended June 30, 2004 and 2003, respectively; and, expected lives of options of 8.5 years in 2004 and 2003.
(3)	Computation of Earnings per Share
	Basic earnings per common share (EPS) is calculated by dividing net income by the weighted average number of common shares outstanding during the period presented. Diluted earnings per common share is calculated by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period.
	The following table sets forth the computation of basic and diluted earnings per share for the three and six- month periods ended June 30, 2004 and 2003.

	Three months ended				Six months ended
	6/30/04		6/30/03		6/30/04		6/30/03
Net income basic and diluted	$	12,572	$	10,235	$	22,290	$	19,072
Average outstanding shares - basic		7,891,044		7,861,452		7,899,417		7,865,095
Add: effect of dilutive stock options		75,811		33,380		70,662		29,907
Average outstanding shares – diluted		7,966,855		7,894,832		7,970,079		7,895,002
Basic earnings per share	$	1.59	$	1.30	$	2.82	$	2.42
Diluted earnings per share	$	1.58	$	1.30	$	2.80	$	2.42

9

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

(4)	Commitments and Contingencies
	In the normal course of business, the Company is involved in various claims and litigation. In the opinion of management, following consultation with legal counsel, the ultimate liability or disposition thereof is not expected to have a material adverse effect on the consolidated financial condition, results of operations or liquidity of the Company.
	The Company had commitments to sell loans of $40,759 as of June 30, 2004.
	The Company had commitments under construction contracts of $2,924 as of June 30, 2004.
(5)	Financial Instruments with Off-Balance Sheet Risk
	The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recorded in the consolidated balance sheet. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit or issuance of standby letters of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable; inventory; property, plant and equipment; and, income-producing commercial properties.
	Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Generally, commitments to extend credit are subject to annual renewal. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. At June 30, 2004, commitments to extend credit to existing and new borrowers approximated $729,271, which included $142,877 on unused credit card lines and $187,920 with commitment maturities beyond one year.
	Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Most commitments extend for no more than two years and are generally subject to annual renewal. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. At June 30, 2004, the Company had outstanding standby letters of credit of $68,178. The estimated fair value of the obligation undertaken by the Company in issuing the standby letters of credit is included in accrued expenses in the Company’s consolidated balance sheet.
	First Interstate BancSystem, Inc. (the “Parent Company”) and the Billings office of First Interstate Bank (“FIB”) are the anchor tenants in a building owned by a partnership in which FIB is one of the two partners, and has a 50% partnership interest. The investment in the partnership is accounted for using the equity method. At June 30, 2004, the partnership had indebtedness of $6,600, which is full recourse to the partners.
(6)	Business Line Reporting
	The Company is managed along two primary business lines, community banking and technology services. The community banking line encompasses consumer and commercial banking services provided to individual customers, businesses and municipalities. These services primarily include the acceptance of deposits, extensions of credit, fee-based investment services and mortgage loan servicing. The technology services line encompasses technology services provided to affiliated and non-affiliated financial institutions including core application data processing, ATM processing support, item proof and capture services, wide area network services and system support.
	Included in the other category is the net funding cost and other expenses of the Parent Company, the operational results of non-bank subsidiaries (except the technology services business line), compensation expense or benefit related to certain stock-based employee compensation plans and intercompany eliminations.

10

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

Selected business line information for the three and six-month periods ended June 30, 2004 and 2003 follows:

	Three Months Ended June 30, 2004
	Community		Technology
	Banking		Services		Other			Total
Net interest income (expense)	$	37,835	$	4	$	(786	)	$	37,053
Provision for loan losses		2,541		–					2,541
Net interest income (expense) after provision		35,294		4		(786	)		34,512
Non-interest income:
External sources		14,063		3,198		8			17,269
Other operating segments		1		3,321		(3,322	)		–
Non-interest expense		29,065		4,979		(1,742	)		32,302
Income (loss) before income taxes		20,293		1,544		(2,358	)		19,479
Income tax expense (benefit)		7,241		613		(947	)		6,907
Net income (loss)	$	13,052	$	931	$	(1,411	)	$	12,572
Depreciation and core deposit amortization expense	$	3,335	$	–	$	49		$	3,384

	Three Months Ended June 30, 2003
	Community		Technology
	Banking		Services		Other			Total
Net interest income (expense)	$	36,713	$	7	$	(1,053	)	$	35,667
Provision for loan losses		2,570		–		–			2,570
Net interest income (expense) after provision		34,143		7		(1,053	)		33,097
Non-interest income:
External sources		15,563		2,801		80			18,444
Other operating segments		2		3,362		(3,364	)		–
Non-interest expense		30,755		4,238		491			35,484
Income (loss) before income taxes		18,953		1,932		(4,828	)		16,057
Income tax expense (benefit)		6,748		766		(1,692	)		5,822
Net income (loss)	$	12,205	$	1,166	$	(3,136	)	$	10,235
Depreciation and core deposit amortization expense	$	2,900	$	–	$	47		$	2,947

11

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

	Six Months Ended June 30, 2004
	Community		Technology
	Banking		Services		Other			Total
Net interest income (expense)	$	75,084	$	8	$	(1,556	)	$	73,536
Provision for loan losses		4,959		–					4,959
Net interest income (expense) after provision		70,125		8		(1,556	)		68,577
Non-interest income:
External sources		27,525		6,239		132			33,896
Other operating segments		2		6,641		(6,643	)		–
Non-interest expense		61,528		9,816		(3,328	)		68,016
Income (loss) before income taxes		36,124		3,072		(4,739	)		34,457
Income tax expense (benefit)		12,681		1,220		(1,734	)		12,167
Net income (loss)	$	23,443	$	1,852	$	(3,005	)	$	22,290
Depreciation and core deposit amortization expense	$	6,511	$	–	$	96		$	6,607

	Six Months Ended June 30, 2003
	Community		Technology
	Banking		Services		Other			Total
Net interest income (expense)	$	70,843	$	14	$	(2,400	)	$	68,457
Provision for loan losses		5,000		–		–			5,000
Net interest income (expense) after provision		65,843		14		(2,400	)		63,457
Non-interest income:
External sources		30,523		5,605		108			36,236
Other operating segments		4		6,683		(6,687	)		–
Non-interest expense		63,002		8,356		(1,302	)		70,056
Income (loss) before income taxes		33,368		3,946		(7,677	)		29,637
Income tax expense (benefit)		11,779		1,562		(2,776	)		10,565
Net income (loss)	$	21,589	$	2,384	$	(4,901	)	$	19,072
Depreciation and core deposit amortization expense	$	5,743	$	–	$	50		$	5,793

12

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, including the audited financial statements contained therein, filed with the Securities and Exchange Commission.

FORWARD LOOKING STATEMENTS

     Certain statements contained in this document including, without limitation, statements containing the words “believes,” “anticipates,” “expects,” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions in those areas in which the Company operates; demographic changes; competition; fluctuations in interest rates; changes in business strategy or development plans; changes in governmental regulation; credit quality; and, the availability of capital to fund expansion of the Company’s business, and other factors identified under the caption “Risk Factors” in Part I, Item 1, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. Given these uncertainties, holders of the Company’s securities and prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

OVERVIEW

     The Company reported net income of $12.6 million, or $1.58 per diluted share, for the three months ended June 30, 2004 as compared to $10.2 million, or $1.30 per diluted share, for the same period in 2003. Net income for the six months ended June 30, 2004 of $22.3 million, or $2.80 per diluted share, increased $3.2 million, or 16.9%, from $19.1 million, or $2.42 per diluted share, for the same period in 2003.

RESULTS OF OPERATIONS

     Net Interest Income. Net interest income, the Company’s largest source of operating income, is derived from interest and fees received on interest earning assets, less interest expense incurred on interest bearing liabilities. The most significant impact on the Company’s net interest income between periods is derived from the interaction of changes in the volume of and rates earned or paid on interest earning assets and interest bearing liabilities (“spread”). The volume of loans, investment securities and other interest earning assets, compared to the volume of interest bearing deposits and indebtedness, combined with the spread, produces changes in the net interest income between periods. Net interest income, on a fully taxable equivalent (“FTE”) basis, increased $1.4 million, or 4.0%, to $37.8 million for the three months ended June 30, 2004, as compared to $36.4 million for the same period in 2003. For the six-month period ended June 30, 2004, FTE net interest income of $75.1 million increased $5.2 million, or 7.4%, as compared to $69.9 million for the same period in 2003. Quarter-to-date and year-to-date increases are primarily the result of internal loan and deposit growth. The FTE net interest margin ratio decreased 16 basis points to 4.36% for the three months ended June 30, 2004 as compared to 4.52% for the same period in 2003 and decreased 5 basis points to 4.38% for the six months ended June 30, 2004 as compared to 4.43% for the same period in 2003. Declines in FTE net interest margin are the result of compression in the spread between rates earned on interest earning assets and rates paid on interest bearing liabilities.

     Noninterest Income. The Company’s principal sources of noninterest income include other service charges, commissions and fees; service charges on deposit accounts; technology services revenues; and, income from fiduciary activities, comprised principally of fees earned on trust assets. Noninterest income decreased $1.2 million, or 6.4%, to $17.3 million for the three months ended June 30, 2004 as compared to $18.4 million for the same period in 2003 and $2.3 million, or 6.5%, to $33.9 million for the six months ended June 30, 2004 as compared to $36.2 million for the same period in 2003. Significant components of the decrease are discussed below.

     Other service charges, commissions and fees primarily include origination and processing fees on residential real estate loans held for sale; mortgage loan servicing fee income; gains on loans sold; credit card fee income; brokerage revenues; debit card interchange fee income; and, ATM service charge revenues. Other service charges, commissions and

13

fees decreased $1.5 million, or 17.0%, to $7.3 million for the three months ended June 30, 2004 as compared to $8.8 million for the same period in 2003 and $2.7 million, or 16.9%, to $13.5 million for the six months ended June 30, 2004 as compared to $16.3 million for the same period in 2003. Revenues from the origination and sale of residential real estate loans decreased $2.3 million and $4.6 million during the three and six months ended June 30, 2004, respectively, as compared to the same periods in the prior year primarily due to a decline in loan originations. These decreases were partially offset by increases in credit card interchange fees, revenues from brokerage activities and mortgage loan servicing revenues.

     Service charges on deposit accounts increased $700 thousand, or 16.3%, to $5.0 million for the three months ended June 30, 2004 as compared to $4.3 million for the same period in 2003 and $1.5 million, or 18.5%, to $9.7 million for the six months ended June 30, 2004 as compared to $8.2 million for the same period in 2003. Quarter-to-date and year-to-date increases are primarily due to increases in service fee rates for check processing, account overdraft processing and stopping check payments that became effective during the second and third quarters of 2003 and the implementation of an automated overdraft processing system during the first quarter of 2004.

     Technology services revenues increased $397 thousand, or 14.2%, to $3.2 million for the three months ended June 30, 2004 as compared to $2.8 million for the same period in 2003 and $634 thousand, or 11.3% to $6.2 million for the six months ended June 30, 2004 as compared to $5.6 million for the same period in 2003. Quarter-to-date and year-to-date increases are primarily due to higher ATM transaction volumes and increases in the number of customers using the Company’s item processing services.

     Revenues from fiduciary activities are largely dependent on the fair value of assets under trust management. Revenues from fiduciary activities increased $138 thousand, or 10.6%, to $1.4 million for the three months ended June 30, 2004 as compared to $1.3 million for the same period in 2003 and $328 thousand, or 13.2%, to $2.8 million for the six months ended June 30, 2004 as compared to $2.5 million for the same period in 2003.

     The Company recorded net investment securities losses of $740 thousand for the three months ended June 30, 2004 as compared to net investment securities gains of $33 thousand for the same period in 2003. For the six months ended June 30, 2004, the Company recorded net investment securities losses of $710 thousand as compared to net investment securities gains of $1.5 million for the same period in 2003. Net investment securities gains and losses were primarily used to offset impairment charges and reversals related to capitalized mortgage servicing rights recorded during the same periods.

     Noninterest Expense. Noninterest expense decreased $3.2 million, or 9.0%, to $32.3 million for the three months ended June 30, 2004 as compared to $35.5 million for the same period in 2003 and $2.0 million, or 2.9% to $68.0 million for the six months ended June 30, 2004 as compared to $70.1 million for the same period in 2003. Significant components of the decrease are discussed below.

     Furniture and equipment expenses increased $334 thousand, or 9.8%, to $3.7 million for the three months ended June 30, 2004 as compared to $3.4 million for the same period in 2003 and $833 thousand, or 12.9%, to $7.3 million for the six months ended June 30, 2004 as compared to $6.4 million for the same period in 2003. Quarter-to-date and year-to-date increases are primarily due to depreciation expense associated with computer mainframe hardware and software placed into service during June 2003.

     Other expenses include advertising and public relation costs; legal, audit and other professional fees; office supply, postage, freight, telephone and travel expenses; other losses; and, amortization of and impairment charges or reversals related to capitalized mortgage servicing rights. Other expenses decreased $4.5 million, or 37.0%, to $7.6 million for the three months ended June 30, 2004 as compared to $12.1 million for the same period in 2003 primarily due to the recapture, or reversal, of prior period impairment related to capitalized mortgage servicing rights. During second quarter 2004, the Company recorded impairment reversals of $2.1 million as compared to impairment charges incurred of $335 thousand during the same period in 2003. Also contributing to the quarter-over-quarter decrease was the write-off of $1.9 million of debt issuance costs associated with trust preferred securities redeemed in April 2003.

     Other expenses decreased $4.8 million, or 20.8%, to $18.3 million for the six months ended June 30, 2004 as compared to $23.2 million for the same period in 2003 primarily due to fluctuations in impairment charges and reversals related to capitalized mortgage servicing rights. During the six months ended June 30, 2004, the Company recorded impairment reversals of $1.1 million as compared to impairment charges incurred of $2.7 million during the same period in 2003. In addition, amortization of capitalized mortgage servicing rights decreased $404 thousand during the six months ended June 30, 2004 as compared to the same period in 2003. Also contributing to the decrease was the write-off of debt issuance costs associated with trust preferred securities redeemed in April 2003. These decreases were partially offset by three non-recurring losses aggregating $446 thousand, increases in ATM expense and normal inflationary increases in other

14

expenses occurring during the first half of 2004.

     Income Tax Expense. The Company’s effective combined federal and state income tax rate was 35.3% and 35.6% for the six months ended June 30, 2004 and 2003, respectively.

Business Line Results

     The following paragraphs contain a discussion of the financial performance of each of the Company’s reportable segments for the three and six months ended June 30, 2004 and 2003.

     Community Banking. Community banking net income increased $847 thousand, or 6.9%, to $13.1 million for the three months ended June 30, 2004 as compared to $12.2 million for the same period in 2003 and $1.9 million, or 8.6%, to $23.4 million for the six months ended June 30, 2004 as compared to $21.6 million for the same period in 2003. Significant components of the increases are discussed below.

     Net interest income increased $1.1 million, or 3.0%, to $37.8 million for the three months ended June 30, 2004 as compared to $36.7 million for the same period in 2003 and $4.2 million, or 6.0%, to $75.1 million for the six months ended June 30, 2004 as compared to $70.8 million for the same period in 2003. Quarter-to-date and year-to-date increases in net interest income primarily due to internal loan and deposit growth were partially offset by compression of the spread between rates earned on interest earning assets and rates paid in interest bearing liabilities.

     Noninterest income decreased $1.5 million, or 9.6%, to $14.1 million for the three months ended June 30, 2004 as compared to $15.6 million for the same period in 2003 and $3.0 million, or 9.8%, to $27.5 million for the six months ended June 30, 2004 as compared to $30.5 million for the same period in 2003. Quarter-to-date and year-to-date decreases were primarily the result of fluctuations in gains and losses on sales of investment securities and decreases in revenues from the origination, processing and sale of residential real estate loans. These decreases were partially offset by increases in credit card fees, brokerage and trust revenues and mortgage loan servicing revenue.

     Noninterest expense decreased $1.7 million, or 5.5%, to $29.1 million for the three months ended June 30, 2004 as compared to $30.8 million for the same period in 2003 and $1.5 million, or 2.3%, to $61.5 million for the six months ended June 30, 2004 as compared to $63.0 million for the same period in 2003. Quarter-to-date and year-to-date decreases are primarily due to fluctuations in impairment charges and reversals and lower amortization expense related to capitalized mortgage servicing rights. These decreases were partially offset by higher depreciation and inflationary increases in salaries, wages and benefits and other operating expenses.

     Technology Services. Technology services net income decreased $235 thousand, or 20.2%, to $931 thousand for the three months ended June 30, 2004 as compared to $1.2 million for the same period in 2003 and $532 thousand, or 22.3%, to $1.9 million for the six months ended June 30, 2004 as compared to $2.4 million for the same period in 2003 primarily due to higher depreciation related to computer mainframe hardware and software placed into service during June 2003 and increases in salaries, wages and benefits expenses.

     Other. Other net losses decreased $1.7 million, or 55.0%, to $1.4 million for the three months ended June 30, 2004 as compared to $3.1 million for the same period in 2003 and $1.9 million, or 38.7%, to $3.0 million for the six months ended            June 30, 2004 as compared to $4.9 million for the same period in 2003 primarily due to lower interest expense on a reissued subordinated debenture and the write-off of $1.9 million of debt issuance costs associated with trust preferred securities redeemed in April 2003. These decreases were partially offset by a non–recurring loss of $285 thousand occurring during the first quarter of 2004.

FINANCIAL CONDITION

     Loans. Total loans increased $105 million, or 4.1%, to $2,660 million as of June 30, 2004 from $2,555 million as of December 31, 2003 primarily due to internal growth in commercial and commercial real estate loans.

     Investment Securities. The Company’s investment portfolio is managed to attempt to obtain the highest yield while meeting the Company’s risk tolerance and liquidity needs and satisfying pledging requirements for deposits of state and political subdivisions and securities sold under repurchase agreements. Investment securities decreased $11 million, or 1.3%, to $789 million as of June 30, 2004 from $800 million as of December 31, 2003. The Company evaluates its investment portfolio quarterly for other-than-temporary declines in the market value of individual investment securities. This evaluation includes monitoring credit ratings; market, industry and corporate news; volatility in market prices; and, determining whether the market value of a security has been below its cost for an extended period of time.

15

     The following table shows the gross unrealized losses and fair values of investment securities, aggregated by investment category, and the length of time individual investment securities have been in a continuous unrealized loss position, as of June 30, 2004.

	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
	Fair		unrealized		Fair		unrealized		Fair		unrealized
(Dollars in Thousands)	value		losses		value		losses		value		losses
Available-for-Sale
Other mortgage-backed securities	$	557,129	$	12,950	$	22,036	$	1,774	$	579,165	$	14,724
Held-to-Maturity
State, county & municipal securities		12,861		377		607		53		13,468		430

     Premises and Equipment. Premises and equipment increased $5 million, or 4.5%, to $117 million as of June 30, 2004 from $112 million as of December 31, 2003 primarily due to continuing costs related to the construction of new branch banking offices and the remodel of existing branch banking offices.

     Mortgage Servicing Assets. Net mortgage servicing assets increased $3 million, or 17.9%, to $17 million as of June 30, 2004 from $14 million as of December 31, 2003 primarily due to internal loan origination and the reversal of impairment reserves.

     Deferred Tax Asset. Deferred tax asset increased $4 million, or 126.1%, to $8 million as of June 30, 2004 from $3 million as of December 31, 2003 primarily due to increases in net unrealized losses on available-for-sale investment securities.

     Deposits. Total deposits increased $72 million, or 2.3%, to $3,229 million as of June 30, 2004 from $3,157 million as of December 31, 2003 primarily due to internal growth in interest bearing demand and savings deposits.

     Repurchase Agreements. In addition to deposits, the Company uses repurchase agreements with primarily commercial depositors as an additional source of funds. All outstanding repurchase agreements are due in one day. Repurchase agreements increased $43 million, or 13.3%, to $366 million as of June 30, 2004 from $323 million as of December 31, 2003.

     Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses increased $4 million, or 19.8%, to $23 million as of June 30, 2004 from $19 million as of December 31, 2003 primarily due to timing of corporate income tax payments.

ASSET QUALITY

     Non-performing Loans. Non-performing loans include loans past due 90 days or more and still accruing interest, non-accrual loans and restructured loans. Non-performing loans decreased $7 million, or 22.6%, to $24 million as of June 30, 2004 as compared to $31 million as of December 31, 2003 primarily due to the matured loans of one commercial borrower in the process of renewal at December 31, 2003 and the pay-off of loans of two commercial borrowers that were on non-accrual at December 31, 2003.

     Provision/Allowance for Loan Losses. The Company performs a quarterly assessment of the risks inherent in its loan portfolio, as well as a detailed review of each significant asset with identified weaknesses. Based on this analysis, the Company records a provision for loan losses in order to maintain the allowance for loan losses at a level considered sufficient to provide for known and inherent losses within the loan portfolio at each balance sheet date. Fluctuations in the provision for loan losses result from management’s assessment of the adequacy of the allowance for loan losses. The provision for loan losses decreased $41 thousand, or less than 1.0%, to $5.0 million for the six months ended June 30, 2004. The allowance for loan losses was $41 million, or 1.55% of total loans, as of June 30, 2004 as compared to $39 million, or 1.52% of total loans, at December 31, 2003.

ASSET LIABILITY MANAGEMENT

     The primary objective of the Company’s asset liability management process is to optimize net interest income while prudently managing balance sheet risks by understanding the levels of risk accompanying its decisions and monitoring and managing these risks. The ability to optimize net interest margin is largely dependent on the achievement of an interest rate

16

spread that can be managed during periods of fluctuating interest rates. Interest sensitivity is a measure of the extent to which net interest income will be affected by market interest rates over a period of time. Interest rate sensitivity is related to the difference between amounts of interest earning assets and interest bearing liabilities that reprice or mature within a given period of time. Management monitors the sensitivity of the net interest margin by utilizing income simulation models and traditional interest rate gap analysis. The Company’s balance sheet structure is primarily short-term in nature with most interest earning assets and interest bearing liabilities repricing or maturing in less than five years. The Company attempts to maintain a mix of interest earning assets and interest bearing liabilities such that no more than 5% of the net interest margin will be at risk over a one-year period should interest rates vary one percent. As of June 30, 2004, the Company’s income simulation models predict net interest income will decrease $8 million, or 5.2%, over the next twelve months assuming an immediate downward shift in market interest rates of 1.0%. Management considers the possibility of interest rates declining by one percent during the next twelve months as highly unlikely. However, no assurances can be given that the Company is not at risk in the event of rate increases or decreases and there can be no assurance as to the actual effect changes in interest rates will have on the Company’s net interest margin.

LIQUIDITY

     Liquidity. The objective of liquidity management is to maintain the Company’s ability to meet the day-to-day cash flow requirements of customers who wish to withdraw funds or require funds to meet their credit needs. The Company manages its liquidity position to meet the needs of customers, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of stockholders. The Company monitors sources and uses of funds on a daily basis to maintain an acceptable liquidity position, principally through deposit receipts and check payments; loan originations, extensions, and repayments; and, management of investment securities.

     The Company’s current liquidity position is also supported by management of its investment portfolio, which provides a flow of reinvestable cash. In addition, redeployment of maturing balances in the Company’s loan portfolio also provides an important source of immediate to long-term liquidity. Additional sources of liquidity include federal funds lines, borrowings and access to capital markets. The Company does not presently rely on off-balance sheet arrangements to provide financing, liquidity or market or credit risk support nor does it engage in derivatives and related hedging activities.

     Net cash provided by operating activities, primarily net income, totaled $35 million for the six months ended June 30, 2004 as compared to $36 million for the same period in 2003. Investing activities principally include investment security transactions and net extensions of credit to customers. Net cash used in investing activities totaled $124 million for the six months ended June 30, 2004 as compared to $219 million for the same period in the prior year. Net cash provided by or used in financing activities is primarily a function of increases or decreases in customer deposits, borrowings or the issuance of securities or stock. Net cash provided by financing activities totaled $104 million for the six months ended June 30, 2004 as compared to $109 million for the same period in the prior year.

     As a holding company, the Parent Company is a corporation separate and apart from its subsidiaries, and therefore, provides for its own liquidity. Substantially all of the Parent Company’s revenues are obtained from management fees and dividends declared and paid by its banking subsidiary. There are statutory and regulatory provisions that could limit the ability of the banking subsidiary to pay dividends to the Parent Company. In general, the banking subsidiary is limited, without the prior consent of its state and federal banking regulators, to paying dividends that do not exceed the current year net profits together with retained earnings from the two preceding calendar years.

CAPITAL RESOURCES

     Capital Resources. The Company maintains adequate capitalization to assure depositor, investor and regulatory confidence. Management’s intent is to provide sufficient capital funds to support growth and to absorb fluctuations in income so that operations can continue in periods of uncertainty while at the same time ensuring investable funds are available to foster expansion. At June 30, 2004, the Company and its bank subsidiary each exceeded the “well-capitalized” requirements issued by the Federal Reserve Board.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

     As of June 30, 2004, there have been no material changes in the quantitative and qualitative information about market risk provided pursuant to Item 305 of Regulation S-K as presented in the Company’s Annual Report on Form 10-K for the

17

year ended December 31, 2003.

Item 4.

CONTROLS AND PROCEDURES

     Management of the Company is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934. As of June 30, 2004, an evaluation was performed under the supervision, and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures as of June 30, 2004 were effective in ensuring that information required to be disclosed in this Quarterly Report on Form 10-Q was recorded, processed, summarized, and reported within the time period required by the SEC’s rules and forms.

     There were no changes in the Company’s internal controls over financial reporting for the quarter ended June 30, 2004 that have materially affected, or are reasonably likely to materially affect, such controls.

18

PART II.

OTHER INFORMATION

Item 1. Legal Proceedings

     There have been no material changes in legal proceedings as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

     The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchases” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the six months ended June 30, 2004.

					Total Number of		Maximum Number
					Shares Purchased		of Shares That
	Total Number				as Part of Publicly		May Yet Be
	Of Shares		Average Price		Announced Plans		Purchased Under the
Period	Purchased		Paid Per Share		Or Programs(1)		Plans or Programs
January 2004		3,894	$	49.50		0	Not Applicable
February 2004		524		49.50		0	Not Applicable
March 2004		17,399		51.00		0	Not Applicable
April 2004		4,191		51.00		0	Not Applicable
May 2004		4,795		51.78		0	Not Applicable
June 2004		4,824		52.50		0	Not Applicable
Year-to-date		35,627	$	51.12		0	Not Applicable

(1) The common stock of the Company is not actively traded, and there is no established trading market for the stock. There is only one class of common stock, with 91.4% of the shares subject to contractual transfer restrictions set forth in shareholder agreements and 8.6% without such restrictions. The Company has a right of first refusal to repurchase the restricted stock. Additionally, restricted stock held by officers, directors and employees of the Company may be called by the Company under certain conditions. The Company has no obligation to purchase restricted or unrestricted stock, but has historically purchased such stock. All purchases indicated in the table above were effected pursuant to private transactions.

     During the second quarter 2004, the Company issued 9,000 unregistered shares of its common stock to nine senior officers valued at an aggregate of $459,000 pursuant to the Company’s 2004 Restricted Stock Award Plan. These issuances were made in reliance upon the “no sale” provisions of Section 2(a)(3) of the Securities Act of 1933, and upon the exemption from registration under Section 4(2) of the Securities Act of 1933.

Item 3. Defaults upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders

(a)	The Annual Meeting of Shareholders of First Interstate BancSystem, Inc. was held on May 14, 2004.
(b)	Five directors were elected to serve three year terms. David H. Crum, William B. Ebzery, Charles M. Heyneman, Terry W. Payne and Homer A. Scott, Jr. were elected as directors with terms expiring in 2007. The following directors remained in office: James W. Haugh, C. Gary Jennings, Robert L. Nance and Thomas W. Scott with terms expiring in 2005; and, Elouise C. Cobell, Richard A. Dorn, Lyle R. Knight, James R. Scott, Julie A. Scott and Sandra A. Scott Suzor with terms expiring in 2006.
(c)	The following matters were submitted to a vote of security holders at the Annual Meeting of Shareholders:

Matter	For		Against		Not Voted
Election of Directors
Nominees:
Charles M. Heyneman		5,781,206		60,503		–

19

Matter	For		Against		Not Voted
Election of Directors
Directors Continuing in Office:
David H. Crum		5,784,110		57,599		–
William B. Ebzery		5,783,998		57,711		–
Terry W. Payne		5,784,110		57,599		–
Homer A. Scott, Jr.		5,784,110		57,599		–
Appointment of McGladrey & Pullen LLP as Independent Certified Public Accountants		5,742,505		682		98,522

Item 5. Other Information

     Not applicable or required.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

10.15†	First Interstate BancSystem, Inc. 2004 Restricted Stock Award Plan.
10.16†	Form of First Interstate BancSystem, Inc 2004 Restricted Stock Award Agreement.
10.17†	Form of First Interstate BancSystem, Inc. Restricted Stock Award – Notice of Restricted Stock Award.
31.1	Certification of Quarterly Report on Form 10-Q pursuant to Section 302 of the Sarbanes Oxley Act of 2002 by Chief Executive Officer.
31.2	Certification of Quarterly Report on Form 10-Q pursuant to Section 302 of the Sarbanes Oxley Act of 2002 by Chief Financial Officer.
32	Certification of Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
	† Management contract or compensatory plan or arrangement.

(b) A report on Form 8-K dated May 3, 2004 was filed by the Company providing first quarter 2004 performance results and comments on same from Company management.

20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST INTERSTATE BANCSYSTEM, INC.

Date July 23, 2004	/s/ LYLE R. KNIGHT
	Lyle R. Knight
	President and Chief Executive Officer
Date July 23, 2004	/s/ TERRILL R. MOORE
	Terrill R. Moore
	Executive Vice President and
	Chief Financial Officer

21

EX-10.15

EXHIBIT 10.15

FIRST INTERSTATE BANCSYSTEM, INC.
2004 RESTRICTED STOCK AWARD PLAN

     Section 1. Establishment and Purpose.

     1.1 Establishment. First Interstate BancSystem, Inc., a Montana corporation, hereby establishes a restricted stock award plan for the participants described herein which shall be known as the “FIRST INTERSTATE BANCSYSTEM, INC. 2004 RESTRICTED STOCK AWARD PLAN” (the “Plan”).

     1.2 Purposes. The primary purposes of the Plan are to establish incentives designed to recognize, reward, and retain highly qualified and competent individuals as officers, directors, and employees whose performance, contribution, and skills are critical to the Company and its Subsidiaries, and to promote the increased ownership of Stock by such officers, directors, and employees to stimulate their active interest in the development and financial success of the Company and its Subsidiaries.

     Section 2. Definitions.

     2.1 Defined Terms. Whenever used herein, the following terms shall have the respective meanings set forth below:

(a)	“Board” means the Board of Directors of the Company.
(b)	“Change in Control” is defined in Section 14.
(c)	“Code” means the Internal Revenue Code of 1986, as amended.
(d)	“Committee” means the Compensation Committee or other committee appointed by the Board to administer the Plan, or a subcommittee thereof.
(e)	“Company” means First Interstate BancSystem, Inc., a Montana corporation.
(f)	“Employee” means any person, including an officer or director of the Company or any Subsidiary, who is employed by the Company or a Subsidiary and who is compensated for such employment by a regular salary.
(g)	“Exchange Act” means the Securities Exchanged Act of 1934.
(h)	“Fair Market Value” means, as of any date, the value of Stock determined as follows:

(i)	If the Stock is listed on any established stock exchange or a national market system, its Fair Market Value shall be the closing sales price for the Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;
(ii)	If the Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean

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EXHIBIT 10.15

	between the high bid and low asked prices for the Stock on the last market trading day prior to the date of determination; or
(iii)	In the absence of an established market for the Stock, the Fair Market Value thereof shall be determined in good faith by the Board which may, in its sole discretion, utilize an independent third party to assist with the determination of the Fair Market Value of the Stock, which may take the form of a periodic appraisal of the Fair Market Value of a share of Stock valued as a minority interest.

(i)	“Participant” means an Employee of the Company who is designated by the Committee to participate in the Plan and who receives a Restricted Stock Award under the Plan.
(j)	“Plan” means this First Interstate BancSystem, Inc. 2004 Restricted Stock Award Plan.
(k)	“Restricted Stock Award” means an award of shares of Stock upon and subject to the terms, restrictions, and conditions of the Plan.
(l)	“Stock” means the common stock (without par value) of the Company.
(m)	“Subsidiary” means any now existing or hereafter organized or acquired corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the issued and outstanding ownership interest is owned or controlled directly or indirectly by the Company or through one or more Subsidiaries of the Company.

     2.2 Gender and Number. Except when otherwise indicated by the context, any masculine terminology used in this Plan also shall include the feminine gender, and the definition of any term herein in the singular also shall include the plural.

     Section 3. Participants. Participants will consist of such officers, directors, and employees of the Company and its Subsidiaries as the Board, in its sole discretion, determines to be significantly responsible for the success and future growth and profitability of the Company and whom the Board may designate from time to time to receive Restricted Stock Awards under the Plan. Designation of a Participant in any year shall not require the Board to designate such person to receive a Restricted Stock Award in any other year or, once designated, to receive the same type or amount of Restricted Stock Awards as granted to the Participant or any other Participant in any year. The Board shall consider such factors as it deems pertinent in selecting Participants and in determining the amount, terms, and conditions of their respective Restricted Stock Awards.

     Section 4. Administration.

     4.1 Board Administration. The Plan will be administered by the Board unless and until the Board delegates, or is required to delegate, administration to the Committee, as provided in Sections 3(b) or 3(c) below. The Board is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary or appropriate for the proper administration of the Plan and to make such determinations and interpretations and to take such action in connection with the Plan as it deems necessary or advisable. All determinations and interpretations made by the Board shall be binding and conclusive on all Participants and their legal representatives. No member of the Board, and no employee of the Company shall be liable for any act or failure to act hereunder, by any other Board member or employee or by any agent

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EXHIBIT 10.15

to whom duties in connection with the administration of this Plan have been delegated, or, except in circumstances involving his bad faith, gross negligence or fraud, for any act or failure to act by the member or employee.

     4.2 Delegation to Committee. The Board may delegate all or any portion of administration of the Plan to the Committee. If administration is totally delegated to the Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board (and references in this Plan to the Board shall thereafter be to the Committee, as applicable), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may terminate all or any portion of the Committee’s authority under the Plan at any time and revest the Board with all or any portion of the administration of the Plan. In addition, the Board (or the Committee to the extent Section 4.3 below is applicable) may delegate all or any portion of the administration of the Plan to the Company’s Chief Executive Officer, but only with respect to Awards to participants who are neither subject to Section 16 of the Exchange Act, nor are “covered employees” within the meaning of Section 162(m) of the Code.

     4.3 Required Delegation to Committee. The Board shall be required to delegate administration of the Plan to a committee, all of whose members shall be “non-employee directors,” effective on and after the date of the first registration of an equity security of the Company under Section 12 of the Exchange Act. Any “nonemployee director” shall comply with the requirements of Rule 16b-3 of the Exchange Act as in effect at the relevant time and, to the extent necessary, Section 162(m) of the Code.

     Section 5. Shares Reserved under the Plan.

     5.1 Reserved Shares. Subject to adjustment under Section 7 hereof, there is hereby reserved for issuance under the Plan twenty-five thousand (25,000) shares of authorized and unissued common stock of the Company.

     5.2 Reacquired/Retained Shares. If shares are issued under the Plan in connection with a Restricted Stock Award hereunder and thereafter such shares are reacquired by the Company, those shares may again be used for new Restricted Stock Awards under the Plan. In addition, any shares retained by the Company pursuant to a Participant’s tax withholding election shall be added to the shares available for Restricted Stock Awards under the Plan. The Board shall determine the appropriate methodology for calculating the number of shares available for issuance pursuant to the Plan.

     Section 6. Restricted Stock Awards.

     6.1 Terms and Restrictions of Awards. Restricted Stock Awards will consist of Stock transferred to Participants without payment therefore as additional compensation for services to the Company. Restricted Stock Awards shall be subject to such terms and conditions as the Board determines appropriate, including, without limitation, restrictions on the sale or other disposition of such shares, restrictions requiring the forfeiture of shares to the Company upon termination of the Participant’s employment or service with the Company or any Subsidiary prior to satisfying a prescribed vesting schedule, or conditions requiring that the shares be earned in whole or in part upon the achievement of performance goals established by the Board over a designated period of time. Each Restricted Stock Award shall be made pursuant to a written agreement between the Company and the Participant. The Board may require the Participant to deliver duly executed stock powers, endorsed in blank, relating to the Stock covered by such a Restricted Stock Award. The Board may also require that the stock certificates evidencing such shares be held in custody until the restrictions thereon shall have lapsed. The Restricted Stock Award shall specify whether the Participant shall have, with

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EXHIBIT 10.15

respect to the shares of Stock subject to a Restricted Stock Award, all of the rights of a holder of shares of Stock of the Company, including the right to receive dividends and to vote shares.

     6.2 Other Provisions. Awards under the Plan may also be subject to such other provisions (whether or not applicable to the Award granted to any other participant) as the Board determines appropriate, including without limitation, provisions for the acceleration or early termination of Restricted Stock Awards, and/or provisions for the payment of the Fair Market Value of Restricted Stock Awards to Participants in the event of a Change of Control of the Company, provisions for the forfeiture of Stock, restrictions on resale or other disposition of Stock, provisions to comply with Federal and State securities laws, or understandings or conditions as to the Participant’s employment in addition to those specifically provided for under the Plan.

     6.3 Award Limit. The maximum number of shares of Stock that may be subject to Restricted Stock Awards granted to a Participant under the Plan in any calendar year shall not exceed a Fair Market Value of $1,000,000.00.

     Section 7. Adjustment Provisions.

     7.1 Change in Number of Shares. If the Company shall at any time change the number of issued common shares without new consideration to the Company (such as by stock dividend or stock split), the total number of shares reserved for issuance under the Plan, and the number of shares covered by each outstanding Restricted Stock Award shall be equitably adjusted and the aggregate consideration payable to the Company, if any, shall not be changed.

     7.2 Merger, Consolidation or Reorganization. In the event of any merger, consolidation or reorganization of the Company with or into another Company other than a merger, consolidation or reorganization in which the Company is the continuing Company and which does not result in the outstanding shares of Stock being converted into or exchanged for different securities, cash or other property, or any combination thereof, there shall be substituted, on an equitable basis as determined by the Committee, for each share of Stock then subject to a Restricted Stock Award under the Plan, the number and kind of shares of stock, other securities, cash or other property to which holders of shares of Stock of the Company will be entitled pursuant to the transaction. Notwithstanding any other provision of this Plan, without affecting the number of shares reserved or available hereunder, the Board may authorize the issuance or assumption of outstanding Restricted Stock Awards under the Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate.

     7.3 No Fractional Shares. No fractional shares will be issued pursuant to a Restricted Stock Award due to any adjustment.

     Section 8. Restrictions on Stock Transferability.

     8.1 Nontransferability. Each Restricted Stock Award granted under the Plan to a Participant shall, unless otherwise set forth in the written Restricted Stock Award, not be transferable.

     8.2 Shareholder Agreement. The issuance of Stock pursuant to this Plan is expressly conditioned upon execution by the Participant receiving the Stock of the applicable Shareholder’s Agreement then in use by the Company, restricting the sale, transfer or encumbrance of the Stock.

4

EXHIBIT 10.15

     8.3 Stock Legend. Certificates issued by the Company for Stock awarded pursuant to the Plan will contain a legend reciting the restrictions on the sale, transfer or encumbrance of the Stock under the Plan and as set forth in the applicable Shareholder’s Agreement then in use by the Company.

     Section 9. No Effect on Employment. A Participant’s right, if any, to continue to serve the Company as an officer, employee, or otherwise, shall not be enlarged or otherwise affected by his or her designation as a Participant under the Plan, nor shall this Plan in any way interfere with the right of the Company, subject to the terms of any separate employment agreement to the contrary, at any time to terminate employment of a Participant or to increase or decrease the compensation of a Participant from the rate in existence at the time of the grant of a Restricted Stock Award.

     Section 10. Withholding. All payments or distributions made pursuant to the Plan shall be net of any amounts required to be withheld pursuant to applicable federal, state and local tax withholding requirements. If the Company proposes or is required to distribute Common Stock pursuant to the Plan, it may require the recipient to remit to it an amount sufficient to satisfy such minimum tax withholding requirements prior to the delivery of any certificates for such Common Stock. The Board may, in its discretion and subject to any rules as it may adopt, permit an award or right holder to pay all or a portion of the minimum required federal, state and local withholding taxes arising in connection with the receipt or vesting of a Restricted Stock Award by electing to have the Company withhold shares of Stock having a Fair Market Value equal to the amount to be withheld.

     Section 11. Duration, Amendment and Termination. This Plan shall terminate upon the earlier of a termination by the Board or at such time as there shall be no remaining shares of Stock available for award hereunder. By mutual agreement between the Company and a Participant under this Plan or under any other present or future plan of the Company, Restricted Stock Awards may be granted to a Participant in substitution and exchange for, and in cancellation of, any Restricted Stock Awards previously granted to a Participant under this Plan or any other present or future plan of the Company. The Board may amend the Plan from time to time or terminate the Plan at any time, subject to any requirement of stockholder approval required by applicable law, regulation, or stock exchange rule. No action authorized by this Section 11 shall reduce the amount of any outstanding Restricted Stock Awards or adversely change the terms or conditions thereof without the affected Participant’s consent.

     Section 12. Governing Law. This Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Montana (regardless of the law that might otherwise govern under applicable Montana principles of conflict of laws).

     Section 13. Indemnification Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s articles of incorporation or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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EXHIBIT 10.15

     Section 14. Dissolution or Change in Control. If the Company is dissolved or liquidated (a “Dissolution”) or if the Company is a party to a merger, reorganization, or consolidation in which the Company is not the surviving corporation (a “Change in Control”), then every Restricted Stock Award outstanding hereunder which has not vested shall vest immediately on the effective date of the Dissolution or Change in Control.

     Section 15. Effective Date of Plan. This Plan shall be effective as of April 1, 2004.

6

EX-10.16

EXHIBIT 10.16

FIRST INTERSTATE BANCSYSTEM, INC.
2004 RESTRICTED STOCK AWARD AGREEMENT

     THIS RESTRICTED STOCK AWARD AGREEMENT is made this 1st day of April, 2004, by FIRST INTERSTATE BANCSYSTEM, INC., a Montana corporation (the “Company”), and the undersigned Employee.

     In consideration of the premises, mutual covenants and agreements herein, the Company and the Employee agree as follows:

ARTICLE 1

AWARD

     Section 1.1 Award of Shares. The Company hereby grants to Employee that number of shares of Stock (the “Restricted Shares”) set forth in the Employee’s Notice of Restricted Stock Award dated the same date as this Agreement (the “Notice”), subject to all of the terms, conditions, and restrictions set forth in this 2004 Restricted Stock Award Agreement (the “Agreement”), the Notice, and the First Interstate BancSystem, Inc. 2004 Restricted Stock Award Plan (the “Plan”). Any capitalized terms not otherwise defined in Article 5 or otherwise in this Agreement shall have the meaning set forth in the Plan.

     Section 1.2 Conditions to Award. The award of Restricted Shares to Employee is conditioned upon Employee, concurrently with the execution of this Agreement, delivering to the Company: (1) if requested by the Company, a duly signed stock power, endorsed in blank, relating to the Restricted Shares as required under Section 2.6 hereof; (2) a Shareholder Agreement duly signed by the Employee; (3) a duly signed Section 83(b) Election under the Code, but only if the Employee, in his or her sole discretion, intends to make such election; and (4) such other documents or agreements as the Company may request.

     Section 1.3 Voting and Other Rights. Upon Employee’s timely compliance with each of the conditions set forth in Section 1.2 hereof, Employee shall have all of the rights and status as a shareholder of the Company in respect of the Restricted Shares, including the right to vote such shares and to receive dividends or other distributions thereon. Any cash dividends paid on any Restricted Shares shall be paid to the Employee. In the event any non-cash dividends or other distributions, whether in property or stock, are paid on any Restricted Shares, such non-cash dividends or other distributions payable to the Employee shall be retained by the Company and not delivered to the Employee until such time as the Restrictions on the Restricted Shares with respect to which such non-cash dividends or other distributions have been paid shall have lapsed and such shares have become Vested Shares. Such non-cash dividends or distributions with respect to the Restricted Shares shall be retained by the Company in the event the Restricted Shares on which such non-cash dividends or other distributions were paid are forfeited to the Company.

ARTICLE 2

RESTRICTIONS

     Section 2.1 Restrictions. The Restricted Shares are being awarded to Employee subject to the following transfer and forfeiture restrictions (collectively, the “Restrictions”):

(a) Transfer. Prior to the date that the Restricted Shares become Vested Shares, Employee may not directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, anticipate, alienate, attach, sell, assign, pledge,

1

EXHIBIT 10.16

encumber, charge or otherwise transfer all or any part of the Restricted Shares without the written consent of the Company, which consent may be withheld by the Company in its sole discretion.

(b)

Forfeiture. Upon termination of Employee’s employment with the Company or any Subsidiary, all Restricted Shares which are not Vested Shares at the effective time of such termination, shall immediately thereafter be returned to or cancelled by the Company, and shall be deemed to have been forfeited by Employee to the Company. Upon any forfeiture of Restricted Shares under this Section 2.1, the Company will not be obligated to pay Employee any consideration whatsoever for the forfeited Restricted Shares.

     Section 2.2 Lapse of Restrictions. Subject to the other terms of this Agreement, the Restrictions shall lapse with respect to the Restricted Shares awarded hereunder at the time or times and as to that number of Restricted Shares determined in accordance with the vesting schedule set forth in the Employee’s Notice of Restricted Stock Award. To the extent the Restrictions shall have lapsed with respect to the Restricted Shares subject to this Award, those shares (the “Vested Shares”) will thereafter be free of the terms, conditions, and restrictions of this Agreement, but shall continue to be subject to the terms and conditions of the Shareholder Agreement.

     Section 2.3 Termination of Vesting. If Employee’s employment with the Company (or any other employment, consulting, advisory or service relationship or arrangement with the Company or any Subsidiary) is terminated for any reason, no further vesting (pro rata or otherwise) shall occur after the occurrence of such event.

     Section 2.4 Withholding Taxes.

(a)

The award of the Restricted Shares to the Employee, and the lapse of Restrictions on the Restricted Shares, shall be conditioned on any applicable minimum federal, state or local withholding taxes having been paid by Employee at the appropriate time pursuant to a direct payment of cash or other readily available funds to the Company. Employee shall have the right to satisfy all or any portion of his or her obligations under this Section 2.4(a) by having the Company withhold from the Restricted Shares with respect to which the Restrictions will lapse, that number of shares of Stock having an aggregate Fair Market Value, determined as of the date of the taxable event with respect to such shares, equal to the minimum federal, state or local taxes required to be withheld by the Company with respect to such lapse of Restrictions; provided, however, that the Fair Market Value of any shares of Stock withheld under this Section 2.4(a) may not exceed the statutory minimum withholding amount required by law.

(b)

If the Employee shall have elected to file a Section 83(b) Election under the Code with respect to the award of Restricted Shares hereunder, the award of the Restricted Shares shall be conditioned on the Employee providing the Company with a direct payment of cash or other immediately available funds in an amount equal to the statutory minimum withholding taxes required to be withheld by the Company not later than thirty (30) days after the date of the award.

     Section 2.5 Issuance of Shares; Restrictive Legends. Stock certificates in respect of the Restricted Shares may be issued by the Company subject to Employee’s fulfillment of the conditions set forth in Section 1.2 hereof. Any such certificates shall be registered in Employee’s name and shall be inscribed with a legend evidencing the Restrictions, a legend evidencing the Shareholder Agreement, and such additional legends as may be required to

2

EXHIBIT 10.16

comply with the Securities Act of 1933, as amended, and other applicable federal or state securities laws. Alternatively, the Company may issue Restricted Shares hereunder in uncertificated form.

     Section 2.6 Custody. All certificates representing the Restricted Shares (other than Vested Shares) shall be deposited, together with stock powers executed by Employee, in proper form for transfer, with the Company. The Company shall provide Employee with a copy of any certificate representing the Restricted Shares, or such other evidence thereof as may be determined by the Company, which shall contain the legends described in Section 2.5. The Company is hereby authorized to cause the transfer into its name of the Restricted Shares (and any non-cash distributions or other property described in Section 1.3 hereof) which are forfeited to the Company pursuant to Section 2.1(b) hereof. At the request of Employee, certificates representing Vested Shares shall, subject to any applicable securities law restrictions, be delivered by the Company to Employee or Employee’s personal representative. Certificates representing shares that have become Vested Shares in accordance with Section 2.2 or Article 3 shall be issued without the legend evidencing the Restrictions, but shall contain a legend evidencing the Shareholder Agreement and such legends as may be required to comply with the Securities Act of 1933, as amended, or any other applicable federal or state securities laws.

     Section 2.7 Shareholder Agreement. All Restricted Shares, whether vested or unvested, shall be subject to the terms, conditions, and restrictions of the Shareholder Agreement, which restricts the sale, transfer and encumbrance of the Stock.

ARTICLE 3

CHANGE IN CONTROL

     If the Company is dissolved or liquidated (a “Dissolution”) or if the Company is a party to a merger, reorganization, or consolidation in which the Company is not the surviving corporation (a “Change in Control”), then all of the Restricted Shares which have not vested shall vest immediately on the effective date of the Dissolution or Change in Control.

ARTICLE 4

DEFINITIONS

     Section 4.1 Defined Terms. Whenever used herein, the following terms shall have the respective meanings set forth below:

(a)	“Agreement” is this 2004 Restricted Stock Award Agreement.
(b)	“Board” means the Board of Directors of the Company.
(c)	“Change in Control” is defined in Article 3.
(d)	“Code” means the Internal Revenue Code of 1986, as amended.
(e)	“Committee” means the Compensation Committee or other committee, or a subcommittee thereof, appointed by the Board to administer the Plan.
(f)	“Company” means First Interstate BancSystem, Inc., a Montana corporation.
(g)	“Dissolution” is defined in Article 3.

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EXHIBIT 10.16

(h)	“Employee” means the undersigned.
(i)	“Fair Market Value” means, as of any date, the value of Stock determined as follows:

(1)	If the Stock is listed on any established stock exchange or a national market system, its Fair Market Value shall be the closing sales price for the Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable;
(2)	If the Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Stock on the last market trading day prior to the date of determination; or
(3)	In the absence of an established market for the Stock, the Fair Market Value thereof shall be determined in good faith by the Board which may, in its sole discretion, utilize an independent third party to assist with the determination of the Fair Market Value of the Stock, which may take the form of a periodic appraisal of the Fair Market Value of a share of Stock valued as a minority interest.

(j)	“New Award” is defined in Article 3.
(k)	“Notice” is defined in Section 1.1.
(l)	“Plan” means the First Interstate BancSystem, Inc. 2004 Restricted Stock Award Plan.
(m)	“Restricted Shares” are defined in Section 1.1.
(n)	“Restrictions” are defined in Section 2.1.
(o)	“Shareholder Agreement” means the form of shareholder agreement in use by the Company on the date of this Agreement.
(p)	“Stock” means the common stock (without par value) of the Company.
(q)	“Subsidiary” means any now existing or hereafter organized or acquired corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the issued and outstanding ownership interest is owned or controlled directly or indirectly by the Company or through one or more Subsidiaries of the Company.
(r)	“Vested Shares” are defined in Section 2.2.

     4.2 Gender and Number. Except when otherwise indicated by the context, any masculine terminology used in this Plan also shall include the feminine gender, and the definition of any term herein in the singular also shall include the plural.

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EXHIBIT 10.16

ARTICLE 5

MISCELLANEOUS

     Section 5.1 Administration. This Award shall be administered by the Committee or its delegate as provided in Section 4 of the Plan.

     Section 5.2 No Guarantee of Employment or Service; Compensation. Nothing in this Agreement shall be construed as an employment, consulting or similar contract for services between the Company or any Subsidiary and the Employee. Any benefit derived under this Agreement shall not be considered compensation for purposes of calculating any severance, resignation, bonus, pension, retirement or similar payments or benefits.

     Section 5.3 The Company’s Rights. The existence of the Award shall not affect in any way the right or power of the Company or its directors or shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other securities with preference ahead of or convertible into, or otherwise affecting the Restricted Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other act or proceeding, whether of a similar character or otherwise.

     Section 5.4 Nontransferability of Award. This Award is not transferable by the Employee.

     Section 5.5 Entire Agreement; Modification. This Agreement, together with the Plan and the Notice, contains the entire agreement between the parties with respect to the subject matter contained herein, and may not be modified, except as provided in a written document signed by each of the parties hereto. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to or in addition to the execution of this Agreement shall be void and ineffective for all purposes.

     Section 5.6 Severability. In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by a governmental authority having jurisdiction, that determination shall not impair or otherwise affect the validity, legality or enforceability, to the maximum extent permissible by law, of the remaining terms and provisions of this Agreement, which shall be enforced as if the unenforceable term or provision were deleted.

     Section 5.7 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Montana (regardless of the law that might otherwise govern under applicable Montana principles of conflict of laws).

     Section 5.8 Resolution of Disputes. As a condition of the granting of the Restricted Shares, the Employee agrees that any dispute or agreement which may arise under or as a result of or pursuant to this Agreement shall be resolved in the Thirteenth Judicial District Court, Yellowstone County, Montana and shall be final, binding, and conclusive.

     Section 5.9 Inconsistency. If there is any inconsistency between this Agreement and the Plan, the terms and provisions of the Plan shall prevail.

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EXHIBIT 10.16

     IN WITNESS WHEREOF, this Agreement is executed by the Company and by the Employee as of the date stated in the first paragraph of this Agreement.

FIRST INTERSTATE BANCSYSTEM, INC.
By:
Its:	Secretary
EMPLOYEE:

6

EX-10.17

EXHIBIT 10.17

FIRST INTERSTATE BANCSYSTEM, INC.
RESTRICTED STOCK AWARD

NOTICE OF RESTRICTED STOCK AWARD

Name of employee:

You have been awarded shares of Common Stock (“Shares”) of First Interstate BancSystem, Inc. (the “Company”) as follows:

Date of Award: April 1, 2004

Total Number of Restricted Shares Awarded: 1, 000

Vesting Schedule: Both of the following must be met: 1) Employed by the Company on April 1, 2007 and 2) That for the year 2006, the attainment of a corporate (First Interstate BancSystem) return on average assets of 1.25% and an efficiency ratio of 58.75% (as computed utilizing formulas presently – March, 2004 – being reported on current internal management financial reports).

The Employee and the Company hereby agree that this award is granted under and governed by the terms and conditions of the 2004 Restricted Stock Award Agreement, which is attached hereto and made an integral part hereof, and the First Interstate BancSystem, Inc. 2004 Restricted Stock Award (the “Plan”). The Company and Employee each agree to be bound by all of the terms and conditions set forth in the 2004 Restricted Stock Award Agreement, which shall be executed by Employee together with this Notice. Any capitalized terms not defined herein shall have the definition set forth in the 2004 Restricted Stock Award Agreement or in the Plan.

FIRST INTERSTATE BANCSYSTEM, INC.	EMPLOYEE SIGNATURE
By:
Its: Secretary

EX-31.1

Exhibit 31.1

CERTIFICATION OF QUARTERLY REPORT ON FORM 10-Q
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lyle R. Knight, certify that :

1.	I have reviewed this quarterly report on Form 10-Q of First Interstate BancSystem, Inc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions);

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: July 23, 2004

/s/ LYLE R. KNIGHT

Lyle R. Knight

President and Chief Executive Officer

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EX-31.2

Exhibit 31.2

CERTIFICATION OF QUARTERLY REPORT ON FORM 10-Q
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Terrill R. Moore, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of First Interstate BancSystem, Inc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions);

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: July 23, 2004

/s/ TERRILL R. MOORE

Terrill R. Moore

Executive Vice President and Chief Financial Officer

24

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned are the Chief Executive Officer and the Chief Financial Officer of First Interstate BancSystem, Inc. (the “Registrant”). This Certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification accompanies the Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30, 2004.

We certify that such Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

This Certification is executed as of July 23, 2004.

/s/ LYLE R. KNIGHT

Lyle R. Knight

President and Chief Executive Officer

/s/ TERRILL R. MOORE

Terrill R. Moore

Executive Vice President and

Chief Financial Officer

25