Registrant will maintain a consolidated total risk-based capital ratio of not less than 11.0% and the Registrants bank subsidiary will maintain a total risk-based capital ratio of not less than 10.0

Exhibit 10.2

THIRD AMENDMENT TO
CREDIT AGREEMENT

     This Amendment is agreed to as of December 31, 2009, by and among First Interstate BancSystem, Inc., a Montana corporation (the “Borrower”), Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative agent under the Credit Agreement described below (in such capacity, the “Administrative Agent”), and the other financial institutions party to the Credit Agreement described below (in such capacity, the “Lenders”).

     The Borrower, the Administrative Agent and the Lenders are parties to a Credit Agreement dated January 10, 2008, as amended by amendments dated October 3, 2008 and November 19, 2009 (together with all amendments, modifications and restatements thereof, the “Credit Agreement”).

     The parties wish to revise amend certain provisions of the Credit Agreement.

     ACCORDINGLY, in consideration of the mutual covenants contained in the Credit Agreement and herein, the parties hereby agree as follows:

     1. Definitions. All terms defined in the Credit Agreement that are not otherwise defined herein shall have the meanings given them in the Credit Agreement.

     2. Amendments. The Credit Agreement is hereby amended as follows:

     (a) The following definitions in Section 1.1 of the Credit Agreement are hereby amended in their entirety to read, respectively, as follows:

     “Level I,” “Level II,” “Level III” and “Level IV” each mean a Status, as determined in accordance with the definition of Margin.

     “Margin” means, with respect to computation of the applicable interest rate on Loans, the applicable increment set forth and described in the Pricing Grid, established as of the last day of each fiscal quarter according to the then-applicable Status. Any adjustment in the applicable Margin shall become effective 5 Business Days following receipt by the Administrative Agent of financial statements relating to the last day of such fiscal quarter pursuant to Section 5.1. If financial statements necessary to establish the appropriate Margin hereunder are not received by the Administrative Agent on or prior to the date required pursuant to Section 5.1, the applicable Margin shall be determined as if Level IV Status were in effect and such Level IV Status shall remain in effect until such time as the required financial statements are so received.

     “Primary Equity Capital” means, with respect to any Person, (i) the Equity Capital of such Person, plus (ii) such Person’s allowance for loan and lease losses, minus (iii) such Person’s aggregate goodwill and other intangible assets disallowed under regulatory capital requirements (as such requirements are in effect on the date hereof, without regard to any subsequent amendment of the regulations giving rise to such requirements), plus (iv) the amount of any deferred tax liability (as determined in accordance with GAAP) related to the amount of goodwill and other intangible assets disallowed under regulatory capital requirements and subtracted pursuant to the preceding clause (iii).

     “Status” means the financial condition of the Borrower and its Subsidiaries expressed as Level I, Level II, Level III or Level IV, each as determined in accordance with the definition of “Margin” herein.

     (b) Section 5.9 of the Credit Agreement is hereby amended in its entirety to read as follows:

Section 5.9 Total Risk-Based Capital Ratio.

The Borrower will maintain the Total Risk-Based Capital Ratio of the Borrower and its Subsidiaries (determined on a consolidated basis) at not less than 11% as of each Covenant Compliance Date, and will cause each Bank Subsidiary to maintain its Total Risk-Based Capital Ratio at not less than 10% as of each Covenant Compliance Date.

     (c) Section 5.12 of the Credit Agreement is hereby amended in its entirety to read as follows:

Section 5.12 Allowance for Loan and Lease Losses.

The Borrower will maintain its allowance for loan and lease losses, determined for the Borrower and its Subsidiaries on a consolidated basis, at all times in an amount not less than 65% of Non-Performing Loans.

     (d) Section 5.14 of the Credit Agreement is hereby amended in its entirety to read as follows:

Section 5.14 Maximum Non-Performing Assets.

The Borrower will maintain its ratio of Non-Performing Assets to Primary Equity Capital, expressed as a percentage and determined with respect to the Borrower and its Subsidiaries on a consolidated basis as of each Covenant Compliance Date, at not greater than 45%.

     (e) Exhibit B to the Credit Agreement is hereby deleted, and Exhibit A to this Amendment is substituted therefor.

     (f) Exhibit H to the Credit Agreement is hereby deleted, and Exhibit B to this Amendment is substituted therefor.

     3. Waiver of September 30, 2009 Total Risk-Based Capital Ratio Default. Section 5.9 of the Credit Agreement (prior to the amendment set forth above) required the Borrower and its Subsidiaries to maintain their Total Risk-Based Capital Ratio (determined on a consolidated basis) at not less than 11.75% as of September 30, 2009. In fact, the Total Risk-Based Capital Ratio of the Borrower and its Subsidiaries was approximately 11.32% as of September 30, 2009. The breach of Section 5.9 constitutes an Event of Default under Section 7.1(c) of the Credit Agreement. However, the Lenders entering into this Amendment hereby waive the Event of Default arising under Section 7.1(c) of the Credit Agreement on account of the Borrower’s breach of Section 5.9 of the Credit Agreement as of September 30, 2009. This waiver shall be effective only in this specific instance and for the specific purpose for which it is given, and this waiver shall not entitle the Borrower to any other or further waiver in any similar or other circumstances.

     4. Waiver and Amendment Fee. On the date hereof, the Borrower shall pay the Administrative Agent, for the ratable benefit of each Lender that has executed and delivered this Amendment prior to 10:00 a.m. (Central time) on the date hereof (each, a “Consenting Lender”), a waiver and amendment fee in an amount equal to 0.15% of each Consenting Lender’s Term Credit Exposure as of the date hereof. Such fee shall be deemed fully earned by the Consenting Lenders on the date hereof by their entering into this Amendment, whether or not the conditions set forth in Section 7 of this Amendment are satisfied.

     5. Release. The Borrower, for itself and on behalf of each of its Subsidiaries, hereby absolutely and unconditionally releases and forever discharges the Administrative Agent and the Lenders, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description arising out of or in any way related to the transactions evidenced or contemplated by the Loan Documents, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Borrower or any of its Subsidiaries has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

     6. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

     (a) The Borrower has all requisite power and authority, corporate or otherwise, to execute and deliver this Amendment and to perform all of its obligations under this Amendment and the Credit Agreement as amended hereby. This Amendment has been duly and validly executed and delivered to the Administrative Agent by the Borrower, and this Amendment and the Credit Agreement as amended hereby constitute the Borrower’s legal, valid and binding obligations enforceable in accordance with their terms.

     (b) The execution, delivery and performance by the Borrower of this Amendment, and the performance of all of the Borrower’s obligations under the Credit Agreement as amended hereby, have been duly authorized by all necessary corporate or partnership action and do not and will not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate the Organizational Documents of the Borrower or any Subsidiary, or any provision of any law, rule, regulation or order presently in effect having applicability to the Borrower or any Subsidiary, or (iii) result in a breach of or constitute a default under any indenture or agreement to which the Borrower or any Subsidiary is a party or by which the Borrower or any Subsidiary or any properties of the Borrower or any Subsidiary may be bound or affected.

     (c) All of the representations and warranties contained in Article IV of the Credit Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date, and except that i_TECH Corporation, which is set forth in Schedule 4.4 to the Credit Agreement as a Subsidiary of the Borrower, is no longer a Subsidiary of the Borrower.

     7. Conditions. The amendments set forth in Section 2 and the waiver set forth in Section 3 shall be effective only if the Administrative Agent has received (or waived the receipt of), on or before the date hereof (or such later date as the Administrative Agent may agree to in writing), each of the following, each in form and substance satisfactory to the Administrative Agent:

     (a) This Amendment, duly executed by the Borrower and the Required Lenders.

     (b) The fee set forth in Section 4 of this Amendment.

     (c) A certificate of the secretary or other appropriate officer of the Borrower (i) certifying that the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement as amended hereby, have been duly approved by all necessary action of the board of directors of the Borrower (which may be acting through its executive board), and attaching true and correct copies of the applicable resolutions, if any, granting such approval, (ii) certifying that there have been no amendments to or restatements of the Organizational Documents of the Borrower as furnished to the Administrative Agent in connection with the execution and delivery of the Credit Agreement, other than those that may be attached to the certificate, and (iii) certifying the names of the officers of the Borrower that are authorized to sign this Amendment, together with the true signatures of such officers.

     (d) A signed copy of an opinion of counsel for the Borrower, addressed to the Administrative Agent and the Lenders, confirming the matters set forth in Section 6 of this Amendment (other than paragraph (c) thereof), and such other matters as the Administrative Agent or any Lender may require.

     8. Miscellaneous. The Borrower shall pay all costs and expenses of the Administrative Agent, including attorneys’ fees, incurred in connection with the drafting and preparation of this Amendment and any related documents. Except as amended by this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts of this Amendment, taken together, shall constitute but one and the same instrument. This Amendment shall be governed by the substantive law of the State of Minnesota.

Signature pages follow

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

Signature page to Third Amendment to First Interstate BancSystem, Inc. Credit Agreement

Signature page to Third Amendment to First Interstate BancSystem, Inc. Credit Agreement

Signature page to Third Amendment to First Interstate BancSystem, Inc. Credit Agreement

Signature page to Third Amendment to First Interstate BancSystem, Inc. Credit Agreement

Signature page to Third Amendment to First Interstate BancSystem, Inc. Credit Agreement

Exhibit A
(Exhibit B to the Credit Agreement)

Pricing Grid

		Summary Criteria (Ratio of
		Non-Performing Assets to		LIBO Rate		Floating Rate
Level		Primary Equity Capital)		Margin		Margin
I		< 20%		2.50%		1.00%
II		> 20% < 25%		3.00%		1.50%
III		> 25% < 35%		3.50%		2.00%
IV		> 35%		3.75%		2.25%

     “Level I Status” exists if, as of the date of determination, the Ratio of Non-Performing Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its Subsidiaries is less than 20%.

     “Level II Status” exists if, as of the date of determination, the Ratio of Non-Performing Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its Subsidiaries is 20% or greater, but less than 25%.

     “Level III Status” exists if, as of the date of determination, the Ratio of Non-Performing Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its Subsidiaries is 25% or greater, but less than 35%.

     “Level IV Status” exists if, as of the date of determination, the Ratio of Non-Performing Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its Subsidiaries is 35% or greater.

Exhibit B
(Exhibit H to the Credit Agreement)

Certificate of Officer as to Financial Statements

                                        ,      

TO:

Wells Fargo Bank, National Association, as Administrative Agent MAC C7301-02E 2nd Floor 1740 Broadway Denver, CO 80274-0001 Attention: Cynthia M Spagnola

RE: Financial Statements — First Interstate BancSystem, Inc. (the “Borrower”)

          We refer to that certain Credit Agreement dated January 10, 2008 (as amended, supplemented or otherwise modified to date, the “Credit Agreement”) among First Interstate BancSystem, Inc., certain Lenders from time to time party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders. Capitalized terms used herein but not otherwise defined shall have the same meanings assigned to them in the Credit Agreement.

          I hereby certify on behalf of the Borrower as follows:

	1.		We are the duly qualified and acting chief financial officer and                                          of the Borrower. We are familiar with the financial statements and financial affairs of the Borrower and its Subsidiaries and are authorized to execute this Certificate on behalf of the Borrower.
	2.		Pursuant to Section 5.1 of the Credit Agreement, attached are the required [audited financial statements of the Borrower and its Subsidiaries prepared by                                          as of and for the fiscal year ended                                 , 20     /unaudited financial statements of the Borrower and its Subsidiaries as of and for the fiscal quarter ended                     ,      ]1 (the “Applicable Covenant Computation Date”). Such financial statements have been prepared in accordance with GAAP, fairly present the financial condition of the Borrower and its Subsidiaries as of such date and the results of the operations of the Borrower and its Subsidiaries for the period then ended, prepared on a consolidated basis, [subject to year-end adjustments and footnotes,]2 and conform to the applicable requirements of Section 5.1 of the Credit Agreement.
	3.		The Borrower has obtained no knowledge of any Default or Event of Default, except as specifically stated on an attachment hereto (if any).

	4.		The computations attached hereto in Annex I set forth the Borrower’s compliance or non-compliance with the requirements set forth in the Financial Covenants as of the Applicable Covenant Computation Date. Such computations have been prepared from, and on a basis consistent with, the financial statements attached hereto.
	5.		As of the Applicable Covenant Computation Date, the ratio of Non-Performing Assets of the Borrower and its Subsidiaries to Primary Equity Capital of the Borrower and its Subsidiaries was                     %, and the Status of the Borrower was accordingly Level                     .

Annex I to
Exhibit H [to the Credit Agreement]

Financial Covenant Calculations

Section		Covenant		Tested Person(s)		Actual		Required
5.8		Double Leverage Ratio		Borrower				< 1.25:1
5.9		Total Risk-Based Capital Ratio		Borrower and Subsidiaries (consolidated)				> 11%
				FIB				> 10%
5.10		Tier 1 Risk-Based Capital Ratio		Borrower and Subsidiaries (consolidated)				> 6%
				FIB				> 6%
5.11		Tier 1 Leverage Ratio		Borrower and Subsidiaries (consolidated)				> 5%
				FIB				> 5%
5.12		Allowance for Loan and Lease Losses (as percentage of Non-Performing Loans)		Borrower and Subsidiaries (consolidated)				> 65%
5.13		Return on Assets		Borrower and Subsidiaries (consolidated)				On or before 3/30/10: > 0.70% Thereafter: > 0.65%
5.14		Non-Performing Assets to Equity Capital		Borrower and Subsidiaries (consolidated)				< 45%