FIRST INTERSTATE BANCSYSTEM INC

Adoption of Non-Binding Advisory Resolution on Executive

Compensation

Section 14A of the Exchange Act provides shareholders an opportunity to cast a non-binding advisory

vote to approve the compensation of the “Named Executive Officers” or “NEOs” identified in the

Summary Compensation Table included in the Compensation of Named Executive Officers section of

this proxy statement.

The Company has a general compensation philosophy that executive compensation should align with

shareholders’ interests without encouraging excessive risk taking. First Interstate's executive

compensation programs, which are described in greater detail in the Compensation Discussion and

Analysis portion of this document beginning on page 57, are designed to attract and retain qualified

executive officers and establish an appropriate relationship between executive pay and First

Interstate’s annual financial performance and long-term growth objectives. Long-term executive

compensation, through awards of restricted First Interstate common stock or restricted stock units

containing time- and performance-based vesting provisions, encourages growth in executive stock

ownership and helps drive performance that rewards both executives and shareholders.

The Company holds this non-binding advisory vote on executive compensation every year. The advisory

vote on this resolution is not intended to address any specific element of executive compensation;

rather, the advisory vote relates to the compensation of the Company’s Named Executive Officers as

disclosed in this document in accordance with the compensation disclosure rules of the Securities and

Exchange Commission (the "SEC"). The vote is advisory only, which means that it is not binding on the

Company, its Board, or the Compensation and Human Capital Committee of the Board. The Company’s

Board and its Compensation and Human Capital Committee value the opinions of shareholders and

therefore will take into account the outcome of the vote when considering future executive

compensation arrangements.

Accordingly, the shareholders are requested to vote on the following resolution at the Company’s

annual meeting of shareholders:

RESOLVED, that the First Interstate shareholders approve, on an advisory basis, the compensation of

the Company’s Named Executive Officers, as disclosed in this document pursuant to the compensation

disclosure rules of the SEC, including the Compensation Discussion and Analysis portion of this

document, the Summary Compensation Table included in this document, and the other related tables

and disclosures included in this document.

Proxies solicited hereby will be voted for the proposal unless a vote against the proposal or abstention

or non-vote is specifically indicated. If a quorum is present at the annual meeting, we will consider the

non-binding, advisory approval of the compensation paid to our Named Executive Officers to have

occurred if the votes cast favoring the approval of the compensation paid to our Named Executive

Officers by shares present in person or represented by proxy at the meeting and entitled to vote on

this proposal exceed the total votes cast against the proposal by shares present in person or

represented by proxy at the meeting and entitled to vote on this proposal. This means that the

approval will be obtained if more than 50% of the votes cast by shares present in person or by proxy at

the annual meeting and entitled to vote on this proposal are cast by shareholders “for” this proposal.