Exhibit 99.2
POWER OF ATTORNEY
With respect to holdings of and transactions in securities issued by First Interstate BancSystem, a Montana corporation (the “Company”), each of the undersigned hereby constitutes and appoints Timothy Leuthold with full power of substitution and resubstitution, to act as each the undersigned’s true and lawful attorney-in-fact to:
1. execute for and on behalf of each of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder;
2. do and perform any and all acts for and on behalf of each of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such schedule or form with the SEC and any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, each of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of each of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as each of the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of each of the undersigned, is not assuming, nor is the Company assuming, any of each of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4, and 5 with respect to each of the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by each of the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
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| RISA KAE SCOTT |
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| By: | /s/ Risa K Scott |
| Name: | Risa K Scott, as an individual |
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| RISA K. SCOTT & JOHN HEYNEMAN JR., TTEES FBO RISA K. SCOTT EXEMPTION TRUST UNDER THE SCOTT FAMILY 1996 TRUST |
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| By: | /s/ Risa K Scott |
| Name: | Risa K Scott |
| Title: | Trustee |
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| RISA K SCOTT TTEE RISA K SCOTT TRUST DTD 12/4/15 |
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| By: | /s/ Risa K Scott |
| Name: | Risa K Scott |
| Title: | Trustee |
[Signature page to Scott Family FIBK Shareholder Group POA]
| JAMES R. SCOTT |
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| By: | /s/ James R. Scott |
| Name: | James R. Scott, as an individual |
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| FOUNDATION FOR COMMUNITY VITALITY |
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| By: | /s/ James R. Scott |
| Name: | James R. Scott |
| Title: | Director |
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| JAMES F HEYNEMAN CONSERVATORSHIP, JAMES SCOTT, CONSERVATOR |
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| By: | /s/ James R. Scott |
| Name: | James R. Scott |
| Title: | Conservator |
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| JAMES R SCOTT TRUST |
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| By: | /s/James R. Scott |
| Name: | James R. Scott |
| Title: | Trustee |
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| JAMES R AND CHRISTINE M SCOTT FOUNDATION |
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| By: | /s/ James R. Scott |
| Name: | James R. Scott |
| Title: | President |
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| JS INVESTMENTS LIMITED PARTNERSHIP |
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| By: | /s/ James R. Scott |
| Name: | James R. Scott |
| Title: | Managing Partner |
[Signature page to Scott Family FIBK Shareholder Group POA]
| JOHN HEYNEMAN JR. |
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| By: | /s/ John M. Heyneman Jr. |
| Name: | John M. Heyneman Jr., as an individual |
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| RAE ANN MORSS & JOHN HEYNEMAN JR., TRUSTEES FBO RAE ANN MORSS EXEMPTION |
| TRUST UNDER THE SCOTT FAMILY 1996 TRUST |
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| By: | /s/ John M. Heyneman Jr. |
| Name: | John M. Heyneman Jr. |
| Title: | Co-Trustee |
[Signature page to Scott Family FIBK Shareholder Group POA]
| RIKI RAE SCOTT DAVIDSON & JOHN HEYNEMAN JR., TRUSTEES FBO RIKI SCOTT DAVIDSON EXEMPTION TRUST UNDER THE SCOTT FAMILY 1996 TRUST |
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| By: | /s/ John M. Heyneman Jr. |
| Name: | John M. Heyneman Jr. |
| Title: | Co-Trustee |
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| TOWANDA INVESTMENTS LIMITED PARTNERSHIP |
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| By: | /s/ John M. Heyneman Jr. |
| Name: | John M. Heyneman Jr. |
| Title: | Managing Partner |
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| JULIE SCOTT ROSE |
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| By: | /s/ Julie Scott Rose |
| Name: | Julie Scott Rose, as an individual |
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| ELIZABETH LAUREN SCOTT ROSE TRUST |
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| By: | /s/ Julie Scott Rose |
| Name: | Julie Scott Rose |
| Title: | Trust Advisor |
[Signature page to Scott Family FIBK Shareholder Group POA]
| HARPER GRACE SCOTT TRUST |
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| By: | /s/ Julie Scott Rose |
| Name: | Julie Scott Rose |
| Title: | Trustee |
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| HARRISON WILLIAM SCOTT TRUST |
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| By: | /s/ Julie Scott Rose |
| Name: | Julie Scott Rose |
| Title: | Trustee |
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| HOLLAND ELIZABETH SCOTT TRUST |
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| By: | /s/ Julie Scott Rose |
| Name: | Julie Scott Rose |
| Title: | Trustee |
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| IXL LIMITED LIABILITY COMPANY |
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| By: | /s/ Julie Scott Rose |
| Name: | Julie Scott Rose |
| Title: | Designated member |
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| JULIANA SARAH SCOTT ROSE TRUST |
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| By: | /s/ Julie Scott Rose |
| Name: | Julie Scott Rose |
| Title: | Trust Advisor |
[Signature page to Scott Family FIBK Shareholder Group POA]
| JULIE A SCOTT ROSE TRUSTEE OF THE JULIE A SCOTT ROSE TRUST DATED 5- 14-2002 |
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| By: | /s/ Julie Scott Rose |
| Name: | Julie Scott Rose |
| Title: | Trustee |
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| HOMER SCOTT JR. |
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| By: | /s/ Homer Scott Jr. |
| Name: | Homer Scott Jr., as an individual |
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| HOMER SCOTT JR. TRUST DTD 12/4/78 |
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| By: | /s/ Homer Scott Jr. |
| Name: | Homer Scott Jr. |
| Title: | Trustee |
[Signature page to Scott Family FIBK Shareholder Group POA]
| JAMES R SCOTT JR. |
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| By: | /s/ James R. Scott Jr. |
| Name: | James R. Scott Jr., as an individual |
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| FIRST INTERSTATE BANK TTEE FOR DANA S ANDERSSON GST EXEMPT TRUST NO 1 DTD 12/11/2020 |
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| By: | /s/ James R. Scott Jr. |
| Name: | James R. Scott Jr. |
| Title: | Authorized Signatory |
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| By: | /s/ Hanna Wagner |
| Name: | Hanna Wagner |
| Title: | Trustee |
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| By: | /s/ Clarene Westburg |
| Name: | Clarene Westburg |
| Title: | Trustee |
[Signature page to Scott Family FIBK Shareholder Group POA]
| FIRST INTERSTATE BANK TTEE FOR JAMES R. SCOTT JR. GST EXEMPT TRUST NO 1 DTD 12/11/2020 |
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| By: | /s/ James R. Scott Jr. |
| Name: | James R. Scott Jr. |
| Title: | Authorized Signatory |
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| By: | /s/ Hanna Wagner |
| Name: | Hanna Wagner |
| Title: | Trustee |
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| By: | /s/ Clarene Westburg |
| Name: | Clarene Westburg |
| Title: | Trustee |
[Signature page to Scott Family FIBK Shareholder Group POA]
| JONATHAN SCOTT |
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| By: | /s/ Jonathan Scott |
| Name: | Jonathan Scott, as an individual |
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| JONATHAN SCOTT AS TRUSTEE OF THE JONATHAN R SCOTT TRUST DATED AS OF 4/21/04 |
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| By: | /s/ Jonathan Scott |
| Name: | Jonathan Scott |
| Title: | Trustee |
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| JEREMY PAUL SCOTT |
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| By: | /s/ Jeremy Paul Scott |
| Name: | Jeremy Paul Scott, as an individual |
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| JEREMY SCOTT TTEE, JEREMY SCOTT REVOCABLE TRUST DTD 6/25/15 |
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| By: | /s/ Jeremy Paul Scott |
| Name: | Jeremy Paul Scott |
| Title: | Trustee |
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| NBAR5 Limited Partnership |
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| By: | /s/ Jeremy Paul Scott |
| Name: | Jeremy Paul Scott |
| Title: | Managing Member |
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| SUSAN S. HEYNEMAN Trust |
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| | /s/ Susan Heyneman |
| Name: | Susan Heyneman |
| Title: | Trustee |
[Signature page to Scott Family FIBK Shareholder Group POA]
| JAMES R SCOTT TRUST, JAMES R SCOTT & FIRST INTERSTATE WEALTH MANAGEMENT COTTEES |
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| | /s/ James R Scott |
| Name: | James R Scott |
| Title: | Trustee |
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| JAMES F HEYNEMAN TRUST, JAMES SCOTT & FIRST INTERSTATE WEALTH MANAGEMENT CO-TRUSTEES |
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| | /s/ James R Scott |
| Name: | James R Scott |
| Title: | Trustee |
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| SUSAN SCOTT HEYNEMAN TRUST, SUSAN HEYNEMAN & FIRST INTERSTATE WEALTH |
| MANAGEMENT CO-TRUSTEES |
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| | /s/ Susan Heyneman |
| Name: | Susan Heyneman |
| Title: | Trustee |
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| HOMER SCOTT JR TRUST, HOMER SCOTT JR. & FIRST INTERSTATE WEALTH MANAGEMENT CO TRUSTEES |
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| | /s/ Homer Scott Jr. |
| Name: | Homer Scott Jr. |
| Title: | Trustee |
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| JOHN M HEYNEMAN JR. TRUST |
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| | /s/ John M Heyneman Jr. |
| Name: | John M Heyneman Jr. |
| Title: | Trustee |
[Signature page to Scott Family FIBK Shareholder Group POA]
| Geoffrey D. Scott |
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| | /s/ Geoffrey D Scott |
| Name: | Geoffrey D Scott, as an individual |
[Signature page to Scott Family FIBK Shareholder Group POA]