PURPOSE

In recognition that the loan portfolio is the principal earning asset of First Interstate BancSystem, Inc., (“Company”) the Credit Committee’s (“Committee”) primary responsibility is to advise the Chief Executive Officer (“CEO”) or his designee in the establishment of a loan portfolio that will:

• Assure the safety of our depositors’ money;
• Earn sufficient income to provide an adequate return on our capital; and
• Enable our communities and trade area to prosper.

The Committee can fulfill its Advisory Role with the following activities:

• A monthly review of large loans made within management’s lending limits;
• Advise the CEO or his designee with respect to loan requests that are in excess of management’s limits;
• Review the Loan Policy and compliance with that policy;
• Monitor loan quality through quarterly problem loan reports, past due reports, loan charge-offs, and potential loss predictions;
• Monitor loan loss reserve adequacy;
• Look for concentrations or industry trends in the portfolio; and
• Keep management informed of economic and industry trends that Committee members are aware of.
• The Committee will determine what dollar limit is appropriate for review and may change that limit periodically.

Organization

The Committee will consist of no less than five members of the Board of Directors (the “Board”) of the Company plus the Chief Credit Officer as a non-voting member. The Board will appoint members to the Committee annually for a term of one year. The Board may make additional, interim appointments when needed.

Meeting Frequency and Structure

The Committee will meet monthly and may also be called upon for large loan approvals as needed. All Committee members will be invited to each meeting. A quorum must be present to conduct business and a quorum will consist of a majority of the Committee. Members may be present either in person or electronically and information packages will be distributed to all members. The Committee will advise the CEO or his designee with respect to loans if the borrower’s aggregate debt exceeds the Bank branch’s and management’s house limit (currently $10 million).

Once a quorum is verified, a majority vote of the Committee members present will represent the Committee’s advice to the CEO or his designee. In the event of a tie vote, the Committee will recommend that the loan request be denied.

The Committee will report its activities to the Board at its regularly scheduled meetings and ask the Board to approve those activities.

Policies

First Interstate Bank has a Credit Administration Policy and a Loan Policy, both of which are approved by the Board of Directors of First Interstate Bank. Copies of these policies will be distributed to the members of the Committee and reviewed for clarification at meetings. Exceptions to Policy will be noted in the Loan Approval Report, and brought to the attention of the committee.

Loan approval limits at First Interstate Bank are approved annually and will be reviewed by the Committee.

Performance Review

The Committee shall conduct an annual performance evaluation of itself, including a review of the compliance of the Committee with this Charter.

The Committee shall annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

Corporate Governance Links

• Corporate Governance Guidelines
• Governance and Nominating Committee Charter
• Audit Committee Charter
• Compensation Committee Charter
• Credit Committee Charter
• Code of Ethics