2011-8398. Change in Bank Control Notices; Acquisitions of Shares of a Bank or Bank Holding Company

The notificants listed below have applied under the Change in Bank Control Act (12 U.S.C. 1817(j)) and § 225.41 of the Board's Regulation Y (12 CFR 225.41) to acquire shares of a bank or bank holding company. The factors that are considered in acting on the notices are set forth in paragraph 7 of the Act (12 U.S.C. 1817(j)(7)).

The notices are available for immediate inspection at the Federal Reserve Bank indicated. The notices also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing to the Reserve Bank indicated for that notice or to the offices of the Board of Governors. Comments must be received not later than April 25, 2011.

A. Federal Reserve Bank of Minneapolis (Jacqueline G. King, Community Affairs Officer) 90 Hennepin Avenue, Minneapolis, Minnesota 55480-0291:

1. Kristine H. Cleary, Whitefish Bay, Wisconsin, as an individual; trustee of the 2008 Family Irrevocable Trust KHC (“KHC Trust”); and custodian of three minor children to acquire control of First Bancorporation, Inc. (“First BC”) and thereby indirectly acquire control of State Bank Financial (“Bank”), both of La Crosse, Wisconsin. Sandra G. Cleary, La Crosse, Wisconsin, as an individual; trustee of the 2008 Family Irrevocable Trust SGC (“SGC Trust”); and custodian of two minor children to acquire control of First BC and thereby indirectly acquire control of Bank. In addition, KHC Trust and SGC Trust, both of La Crosse, Wisconsin, and five minor children to acquire and retain shares of First BC and thereby join the Cleary Family Group, which controls First BC.

2. Riki Rae Davidson, Devin Scott, Kayla Scott, Shad Scott, and Shann Scott, all of Billings, Montana, individually; First Interstate Bank as trustee of three separate Scott family trusts; Sandra Suzor as Voting Agent of five separate Scott family trusts; Susan Baker as Voting Agent of one Scott family trust and as co-trustee of one Scott family trust; Homer Rollins Scott as Voting Agent of two separate Scott family trusts; and Charles Heyneman as Voting Agent of two separate Scott family trusts, all of Billings, Montana, for approval to join the Scott Family Group, which controls 25 percent or more of First Interstate BancSystem, Inc., Billings, Montana, and thereby indirectly controls First Interstate Bank, Billings, Montana.

Board of Governors of the Federal Reserve System, April 5, 2011.

Robert deV. Frierson,

Deputy Secretary of the Board.