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                                                                    EXHIBIT 10.4

                           FIRST NATIONAL BANK & TRUST
                              EMPLOYMENT AGREEMENT
                                RICHARD T. NELSON

     THIS EMPLOYMENT AGREEMENT (this "Agreement"), signed as of February 6,
2009, between FIRST COMPANY, FIRST NATIONAL BANK & TRUST (the "Bank") and
Richard T. Nelson ("Executive") and ratified by GLACIER BANCORP, INC. ("GBCI"),
takes effect on the effective date of the pending Merger (the "Effective Date")
referenced below.

                                    RECITALS

A.   First Company and the Bank have entered into a Plan and Agreement Merger
     (the "Merger Agreement") with GBCI, pursuant to which First Company will
     merge with and into GBCI, and the Bank will become a wholly owned
     subsidiary of GBCI (the "Merger").

B.   Executive presently serves as President of the First Company and will
     continue to do so until the Effective Date.

C.   GBCI and the Bank desire Executive to be employed by the Bank from and
     after the Effective Date, under the terms and conditions of this Agreement,
     and Executive desires to be employed by the Bank from and after the
     Effective Date, under the terms and conditions of this Agreement.

                                    AGREEMENT

     In consideration of the promises set forth in this Agreement, the parties
     agree as follows.

1.   EMPLOYMENT; TITLE. The Bank agrees to employ Executive, and Executive
     accepts employment by the Bank on the terms and conditions set forth in
     this Agreement. Executive's title will be President and Chief Executive
     Officer of the Bank.

2.   EFFECTIVE DATE AND TERM.

     a.   Term. The term of this Agreement ("Term") is three years, beginning on
          the Effective Date.

     b.   Abandonment or Termination of the Merger. This Agreement is void if
          the Merger Agreement is terminated for any reason.


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3.   DUTIES. The Bank will employ Executive as its President and Chief Executive
     Officer. Executive will faithfully and diligently perform the duties
     assigned to him, which duties will be consistent with his title and
     position. Executive will report directly to GBCI's President and Chief
     Executive Officer. The Bank's or GBCI's board of directors may, from time
     to time, modify Executive's performance responsibilities to accommodate
     management objectives of the Bank or of GBCI. Executive will assume any
     additional positions, duties, and responsibilities as may reasonably be
     requested of him with or without additional compensation, as appropriate
     and consistent with his title and position.

4.   EXTENT OF SERVICES. Executive will devote all of his working time,
     attention and skill to the duties and responsibilities referenced in
     Section 3. To the extent that such activities do not interfere with his
     duties under Section 3, Executive may participate in other businesses as a
     passive investor, but (a) Executive may not actively participate in the
     operation or management of those businesses, and (b) Executive may not,
     without the Bank's prior written consent, make or maintain any investment
     in a business with which the Bank and/or GBCI has an existing competitive
     or commercial relationship.

5.   SALARY. Executive will receive an annualized salary of $144,051.
     Executive's salary will be paid in accordance with the Bank's regular
     payroll schedule. Subsequent salary increases are subject to the Bank's
     annual review of Executive's compensation and performance.

6.   INCENTIVE COMPENSATION. Until such time as Executive becomes eligible to
     participate in GBCI's short term incentive plan and long term incentive
     plan for bank presidents, Executive's bonuses, if any, will be determined
     by the Bank's board of directors in conjunction with GBCI's President and
     CEO. In making bonus determinations, factors such as Executive's
     performance of his duties and the safety, soundness and profitability of
     the Bank will be considered. Executive's bonus will reflect Executive's
     contribution to the performance of the Bank during the year.

7.   VACATION AND BENEFITS.

     a.   Vacation and Holidays. Executive will receive four weeks of paid
          vacation each year. Executive's ability to carry over or accumulate
          vacation will be governed by the Bank's and/or GBCI's applicable
          policies.

     b.   Benefits. Executive will be entitled to participate in any group life
          insurance, disability, health and accident insurance plans, profit
          sharing plan and in other employee fringe benefit programs the Bank or
          GBCI may have in effect from time to time for its similarly situated
          employees, in accordance with and subject to any policies adopted by
          the Bank's or GBCI's board of directors with respect to the plans or
          programs, including without limitation, any incentive or employee
          stock option plan, deferred compensation plan and 401(k) plan. Neither
          the Bank nor GBCI through this Agreement obligates itself to make any
          particular benefits available to its employees.



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     c.   Business Expenses. The Bank will reimburse Executive for ordinary and
          necessary expenses which are consistent with past practice at the Bank
          (including, without limitation, travel, entertainment, and similar
          expenses) and which are incurred in performing and promoting the
          Bank's business. Executive will present from time to time itemized
          accounts of these expenses, subject to any limits of Bank policy or
          the rules and regulations of the Internal Revenue Service.

     c.   Bank Automobile. Executive will have exclusive use of a Bank
          automobile and shall maintain appropriate records with respect to such
          use for tax purposes.

8.   TERMINATION OF EMPLOYMENT.

     a.   Termination By Bank for Cause. If the Bank terminates Executive's
          employment for Cause (defined below) or Executive terminates his
          employment without Good Reason (defined below) before this Agreement
          terminates, the Bank will pay Executive the salary earned and expenses
          reimbursable under this Agreement incurred through the date of his
          termination. Executive will have no right to receive compensation or
          other benefits for any period after termination under this Section
          8(a).

     b.   Other Termination By Bank. If the Bank terminates Executive's
          employment without Cause before this Agreement terminates, or
          Executive terminates his employment for Good Reason, then contingent
          upon Executive's execution of a release of any and all claims arising
          out of such termination or his employment, the Bank will pay Executive
          a lump sum payment equal to one times Executive's annual base salary
          at the time of termination.

     c.   Death or Disability. This Agreement terminates (1) if Executive dies
          or (2) if Executive is unable to perform his duties and obligations
          under this Agreement for a period of 90 consecutive days as a result
          of a physical or mental disability arising at any time during the term
          of this Agreement, unless with reasonable accommodation Executive
          could continue to perform his duties under this Agreement and making
          these accommodations would not pose an undue hardship on the Bank. If
          termination occurs under this Section 8(c), Executive or his estate
          will be entitled to receive all compensation and benefits earned and
          expenses reimbursable through the date Executive's employment
          terminated.

     d.   Return of Bank Property. If and when Executive ceases, for any reason,
          to be employed by the Bank, Executive must return to the Bank all
          keys, pass cards, identification cards and any other property of the
          Bank or GBCI. At the same time, Executive also must return to the Bank
          all originals and copies (whether in hard copy, electronic or other
          form) of any documents, drawings, notes, memoranda, designs, devices,
          diskettes, tapes, manuals, and specifications which constitute
          proprietary information or material of the Bank or GBCI. The
          obligations in this paragraph include the return of documents and
          other materials that may be in his desk at work, in his car, in place
          of residence, or in any other location under his control.


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     e.   Cause. "Cause" means any one or more of the following:

          (1)  Willful misfeasance or gross negligence in the performance of
               Executive's duties;

          (2)  Conviction of a crime in connection with his duties; or

          (3)  Conduct demonstrably and significantly harmful to the Bank, as
               reasonably determined on the advice of legal counsel by the
               Bank's board of directors.

     f.   Good Reason. "Good Reason" means only any one or more of the
          following:

          (1)  Reduction of Executive's salary or reduction or elimination of
               any compensation or benefit plan benefiting Executive, unless the
               reduction or elimination is generally applicable to substantially
               all Bank employees (or employees of a successor or controlling
               entity of the Bank) formerly benefited;

          (2)  The assignment to Executive without his consent of any authority
               or duties materially inconsistent with Executive's position as of
               the date of this Agreement;

          (3)  A relocation or transfer of Executive's principal place of
               employment that would require Executive to commute on a regular
               basis more than sixty (60) miles each way from the Bank's present
               main office location.

9.   CONFIDENTIALITY. Executive will not, after the date this Agreement was
     signed, including during and after its Term, use for his own purposes or
     disclose to any other person or entity any confidential business
     information concerning First Company, the Bank or GBCI or their business
     operations, unless (1) the Bank or GBCI consents to the use or disclosure
     of their respective confidential information; (2) the use or disclosure is
     consistent with Executive's duties under this Agreement; (3) disclosure is
     required by law or court order; or (4) the information is made or otherwise
     becomes public. For purposes of this Agreement, confidential business
     information includes, without limitation, various confidential information
     concerning all aspects of current and future operations, nonpublic
     information on investment management practices, marketing plans, pricing
     structure and technology of either the Bank or GBCI. Executive will also
     treat the terms of this Agreement as confidential business information.

10.  RESTRICTIVE COVENANTS.

     a.   Competitive Activities. During the period of his employment and for
          one year after Executive's employment with the Bank has ended,
          Executive will not, directly or indirectly, as a founder, shareholder,
          director, officer, employee, partner, agent, consultant, lessor,
          creditor or otherwise, provide management, supervisory or other
          similar services to any person or entity engaged in any


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          business within Park County, Wyoming or Big Horn County, Wyoming, that
          is competitive with the business of the Bank or GBCI as conducted
          during the term of this Agreement or as conducted as of the date of
          termination of employment, including any preliminary steps associated
          with the formation of a new financial institution.

     b.   Non-Interference. During the period of his employment and for one year
          after Executive's employment with the Bank has ended, Executive will
          not, directly or indirectly, persuade or entice, or attempt to
          persuade or entice, (i) any employee of the Bank or GBCI to terminate
          his/her employment with the Bank or GBCI, or (ii) any person or entity
          to terminate, cancel, rescind or revoke its business or contractual
          relationships with the Bank or GBCI.

11.  ENFORCEMENT.

     a.   The Bank and Executive stipulate that, in light of all of the facts
          and circumstances of the relationship between Executive and the Bank,
          the agreements referred to in Sections 9 and 10 (including without
          limitation their scope, duration and geographic extent) are fair and
          reasonably necessary for the protection of the Bank's and GBCI's
          confidential information, goodwill and other protectable interests. If
          a court of competent jurisdiction should decline to enforce any of
          those covenants and agreements, Executive and the Bank request the
          court to reform these provisions to restrict Executive's use of
          confidential information and Executive's ability to compete with the
          Bank and GBCI to the maximum extent, in time, scope of activities, and
          geography, the court finds enforceable.

     b.   Executive acknowledges the Bank and GBCI will suffer immediate and
          irreparable harm that will not be compensable by damages alone if
          Executive repudiates or breaches any of the provisions of Sections 9
          or 10 or threatens or attempts to do so. For this reason, under these
          circumstances, the Bank, in addition to and without limitation of any
          other rights, remedies or damages available to it at law or in equity,
          will be entitled to obtain temporary, preliminary and permanent
          injunctions in order to prevent or restrain the breach, and the Bank
          will not be required to post a bond as a condition for the granting of
          this relief.

12.  COVENANTS. Executive specifically acknowledges the receipt of adequate
     consideration for the covenants contained in Sections 9 and 10 and that the
     Bank is entitled to require him to comply with these Sections. These
     Sections will survive termination of this Agreement. Executive represents
     that if his employment is terminated, whether voluntarily or involuntarily,
     Executive has experience and capabilities sufficient to enable Executive to
     obtain employment in areas which do not violate this Agreement and that the
     Bank's enforcement of a remedy by way of injunction will not prevent
     Executive from earning a livelihood.


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13.  ARBITRATION.

     a.   Arbitration. At either party's request, the parties must submit any
          dispute, controversy or claim arising out of or in connection with, or
          relating to, this Agreement or any breach or alleged breach of this
          Agreement, to arbitration under the American Arbitration Association's
          rules then in effect (or under any other form of arbitration mutually
          acceptable to the parties). A single arbitrator agreed on by the
          parties will conduct the arbitration. If the parties cannot agree on a
          single arbitrator, each party must select one arbitrator and those two
          arbitrators will select a third arbitrator. This third arbitrator will
          hear the dispute. The arbitrator's decision is final (except as
          otherwise specifically provided by law) and binds the parties, and
          either party may request any court having jurisdiction to enter a
          judgment and to enforce the arbitrator's decision. The arbitrator will
          provide the parties with a written decision naming the substantially
          prevailing party in the action. This prevailing party is entitled to
          reimbursement from the other party for its costs and expenses,
          including reasonable attorneys' fees.

     b.   Governing Law. All proceedings will be held at a place designated by
          the arbitrator in Yellowstone County, Montana. The arbitrator, in
          rendering a decision as to any state law claims, will apply Wyoming
          law.

     c.   Exception to Arbitration. Notwithstanding the above, if Executive
          violates Section 9 or 10, the Bank will have the right to initiate the
          court proceedings described in Section 11(b), in lieu of an
          arbitration proceeding under this Section 13.

14.  MISCELLANEOUS PROVISIONS.

     a.   Entire Agreement. This Agreement constitutes the entire understanding
          and agreement between the parties concerning its subject matter and
          supersedes all prior agreements, correspondence, representations, or
          understandings between the parties relating to its subject matter.

     b.   Binding Effect. This Agreement will bind and inure to the benefit of
          the Bank's, GBCI's and Executive's heirs, legal representatives,
          successors and assigns.

     c.   Litigation Expenses. If either party successfully seeks to enforce any
          provision of this Agreement or to collect any amount claimed to be due
          under it, this party will be entitled to reimbursement from the other
          party for any and all of its out-of-pocket expenses and costs
          including, without limitation, reasonable attorneys' fees and costs
          incurred in connection with the enforcement or collection.

     d.   Waiver. Any waiver by a party of its rights under this Agreement must
          be written and signed by the party waiving its rights. A party's
          waiver of the other party's breach of any provision of this Agreement
          will not operate as a waiver of any other breach by the breaching
          party.


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     e.   Assignment. The services to be rendered by Executive under this
          Agreement are unique and personal. Accordingly, Executive may not
          assign any of his rights or duties under this Agreement.

     f.   Amendment. This Agreement may be modified only through a written
          instrument signed by both parties.

     g.   Severability. The provisions of this Agreement are severable. The
          invalidity of any provision will not affect the validity of other
          provisions of this Agreement.

     h.   Governing Law and Venue. This Agreement will be governed by and
          construed in accordance with Wyoming law, except to the extent that
          certain regulatory matters may be governed by federal law. The parties
          must bring any legal proceeding arising out of this Agreement in
          Yellowstone County, Montana.

     i.   Counterparts. This Agreement may be executed in one or more
          counterparts, each of which will be deemed an original, but all of
          which taken together will constitute one and the same document.

     j.   Counsel Review. Executive acknowledges that he has had the opportunity
          to consult with independent counsel with respect to the negotiation,
          preparation, and execution of this Agreement.

     k.   IRC Section 409A. The provisions of this Agreement are intended to
          comply with Section 409A of the U.S. Internal Code of 1986, as
          amended, U.S. Treasury regulations issued thereunder, and related U.S.
          Internal Revenue Service guidance ("409A Rules"). Such provisions will
          be interpreted and applied in a manner consistent with the 409A Rules
          so that payments and benefits provided to Executive hereunder will
          not, to the greatest extent possible, be subject to taxation under
          such Section 409A. Notwithstanding any contrary provisions hereof,
          this Agreement may be amended if and to the extent GBCI and/or the
          Bank determines that such amendment is necessary to comply with the
          409A Rules.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


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     This Employment Agreement is executed as of February 6, 2009.

                                        FIRST COMPANY:


                                        By /s/ Richard S. Nelson
                                           -------------------------------------
                                        Its: Chairman


                                        FIRST NATIONAL BANK & TRUST:


                                        By /s/ Richard S. Nelson
                                           -------------------------------------
                                        Its: President & Chief Executive Officer


                                        EXECUTIVE:


                                        /s/ Richard T. Nelson
                                        ----------------------------------------
                                        Richard T. Nelson

     Ratified effective as of February 6, 2009:

                                        GLACIER BANCORP, INC.


                                        By /s/ Michael J. Blodnick
                                           -------------------------------------
                                           Michael J. Blodnick
                                        Its: President & Chief Executive Officer


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