PURPOSE

The responsibilities and powers of the Governance and Nominating Committee (“Committee”) as delegated by the Board of Directors (“Board”) of First Interstate BancSystem, Inc. (“Company”) are to assist the Board in ensuring an effective and efficient system of governance for the Company by clarifying the roles of the Board and committees and subsidiary boards and committees of the Company

The Committee relies to a significant extent on information and advice provided by management and independent advisors.

Whenever the Committee takes an action, it exercises its independent judgment on an informed basis that the action is in the best interests of the Company and its shareholders.

MEMBERSHIP

The Committee shall consist of three (3) members of the Board. All three (3) members of the Committee must meet the independence requirements of the Marketplace Rules of The NASDAQ Stock Market LLC ("NASDAQ”).

At such time as the Company qualifies as a “controlled company” within the meaning of the NASDAQ Marketplace Rules, the Committee shall consist of at least three (3) members of the Board, as the Board shall from time to time determine, and at least three (3) members of the Committee must meet the independence requirements of the NASDAQ Marketplace Rules.

APPOINTMENT AND REMOVAL

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual meeting of shareholders.

Unless a Chairman is elected by the Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership.

A Committee member may resign by delivering his or her written resignation to the Chairman of the Board, or may be removed by majority vote of the Board by delivery to such member of written notice of removal, to take effect at a date specified therein, or upon delivery of such written notice to such member if no date is specified.

POWERS AND DUTIES

The Committee’s primary responsibilities include:

Nominations

• Developing the criteria and qualifications for membership on the Board;
• Considering, recommending and recruiting candidates to fill new or vacant positions on the Board;
• Reviewing candidates recommended by shareholders and the Scott Family Council;
• Conducting appropriate inquiries into the backgrounds and qualifications of possible candidates;
• Considering and granting waivers or exceptions to the criteria and qualifications for members on the Board;
• Identifying, recruiting, and recommending Director nominees for approval by the Board and the Shareholders; and
• Recommending Director nominees for each of the Board’s committees.

Corporate Governance

• General
  • Reviewing and recommending to the Board proposed changes to the Company’s Articles of Incorporation and Bylaws;
  • Recommending to the Board ways to enhance services to and improve communications and relations with the Company’s shareholders; and
  • Reviewing the outside activities of senior executives.
• Board Oversight
  • Evaluating the effectiveness of the Board and the respective performance of each Board member;
  • Recommending to the Board ways to improve the corporate governance of the Company;
  • Reviewing and monitoring new Board member orientation;
  • Consulting with the Chairman of the Board to set the agenda for each meeting of the Board;
  • Evaluating, annually, the Board, each Board member’s and each committee’s performance, including review of the nature and scope of each member’s experience serving as a member;
  • Developing programs for continuing education for all directors and for the orientation of new directors and approving outside director education programs to ensure that Board members understand their role and are equipped to carry it out;
  • Considering matters of corporate governance and conducting an annual review of the Committee’s Charter, the Company’s Corporate Governance Guidelines, the Company’s Code of Ethics and Conduct Guide and the annual objectives of each committee of the Board;
  • Evaluating each request for a waiver of the application of the Company’s Code of Ethics and Conduct Guide and reporting its findings and recommendations to the full Board;
  • Monitoring the functions of the various committees of the Board and conducting annual evaluations of their contributions to the Company;
  • Evaluating and defining the relationship between and the duties of the Company as it relates to its subsidiaries and its advisory boards;
  • Considering questions of possible conflicts of interest of Board members and of the Company’s senior executives;
  • Considering resignations of Board members; and
  • Developing and overseeing policies with respect to committee terms and rotations.

MEETINGS

The Committee shall meet as often as may be deemed necessary or appropriate in its reasonable judgment, and in any event no fewer than two times per year, either in person or telephonically, and at such times and places as the Committee shall determine.

The Committee shall report its minutes from each meeting to the Board.

COMMITTEE ACTION

A majority of the Committee, but not fewer than two (2) members, shall constitute a quorum for the transaction of business.

When a quorum is present, a majority of the members present shall decide any question brought before the Committee.

Unless the Committee by resolution determines otherwise, any action required or permitted to be taken by the Committee may be taken without a meeting if all members of the Committee consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of 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