First Interstate BancSystem, Inc. 2006 Equity Compensation Plan Restricted Stock Grant Agreement

1.

Precedence of Plan . This Agreement is subject to and shall be construed in accordance with the terms and conditions of the First Interstate BancSystem, Inc. 2006 Equity Compensation Plan (the “Plan”), as now or hereinafter in effect. Any capitalized terms that are used in this Agreement without being defined and that are defined in the Plan shall have the meaning specified in the Plan.

2.

Grant of Restricted Stock Benefit . Participant is hereby granted a Restricted Stock Benefit of                      shares of Common Stock (the “Shares”).

3.

Vesting .

i.

If the ratio of the Company’s ROA to the SNL Index is less than 61%, 0% of the Restricted Stock Benefit will vest on the Vesting Date. As of the Vesting Date, the Shares shall be forfeited to the Company.

ii.

If the ratio of the Company’s ROA to the SNL Index is greater than or equal to 61% and less than 71%, 75% of the Restricted Stock Benefit will vest on the Vesting Date.

iii.

If the ratio of the Company’s ROA to the SNL Index is greater than or equal to 71% and less than 81%, 100% of the Restricted Stock Benefit will vest on the Vesting Date.

iv.

If the ratio of the Company’s ROA to the SNL Index is greater than or equal to 81% and less than 91%, 100% of the Restricted Stock Benefit will vest on the Vesting Date. In addition, Participant shall be issued ______ additional shares of Common Stock (15% of the original amount of this Restricted Stock Award) as of the Vesting Date.

Restricted Stock Grant Agreement

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v.

If the ratio of the Company’s ROA to the SNL Index is 91% or greater, 100% of the Restricted Stock Benefit will vest on the Vesting Date. In addition, Participant shall be issued ______ additional shares of Common Stock (25% of the original amount of this Restricted Stock Award) as of the Vesting Date.

4.

Unvested Shares Subject to Forfeiture . In the event that Participant terminates service with the Company for any reason prior to the Vesting Date, including disability, voluntary or involuntary termination of employment, any unvested portion of the Shares shall be forfeited to the Company as of the date of termination of service.

5.

Stock Register and Certificates . The Shares shall be recorded in the stock register of the Company in the name of Participant. A stock certificate or certificates representing the Shares shall be registered in the name of Participant, but such certificates shall remain in the custody of the Company. Participant shall deposit with the Company a Stock Assignment Separate from Certificate in the form attached below as Exhibit A , endorsed in blank, so as to permit retransfer to the Company of all or a portion of the Shares that shall be forfeited or otherwise not become vested in accordance with the Plan and this Agreement.

6.

Rights with Respect to Shares . Participant shall have the right to vote the Shares (to the extent of the voting rights of said Shares, if any), to receive and retain all regular cash dividends and such other distributions as the Board of Directors of the Company may, in its discretion, designate, pay or distribute on such Shares, and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Shares, except as set forth in this Agreement and the Plan.

Notwithstanding the foregoing, Participant shall not have the right to vote any additional shares of Common Stock that may be awardable under paragraph 3(a)(iv) or (v) (“Additional Shares”), unless and until such Additional Shares are awarded on the Vesting Date. In addition, Participant shall not, with respect to Additional Shares, have the right to exercise any other rights, powers and privileges of a holder of Common Stock with respect to the Additional Shares, except as specifically set forth in this Agreement and the Plan.

With respect to the Additional Shares, any regular cash dividends and such other distributions as the Board of Directors of the Company may, in its discretion, designate, pay or distribute on such Additional Shares from the Date of Grant until the Vesting Date shall be paid to Participant as deferred compensation on the Vesting Date, but only to the extent Participant is actually issued Additional Shares on the Vesting Date.

Restricted Stock Grant Agreement

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7.

Responsibility for Taxes . Participant may complete and file with the Internal Revenue Service an election in substantially the form attached hereto as Exhibit B pursuant to Section 83(b) of the Internal Revenue Code (“Code”) to be taxed currently on the fair market value of the Shares, without regard to the vesting restrictions set forth in this Agreement. Participant shall be responsible for all taxes associated with the acceptance of the Restricted Stock Benefit, including any tax liability associated with the representation of fair market value if the election is made pursuant to Code Section 83(b).

8.

Shareholders’ Agreement . Coincident with the vesting of the Shares and as a condition precedent to the Company’s obligation to deliver the Shares to Participant, Participant shall execute and deliver to the Company Participant’s agreement to be bound by the terms of the current form of applicable Shareholder’s Agreement utilized by the Company.