EMPLOYMENT
      AGREEMENT


    


    AGREEMENT
      effective January 1, 2008 between Mountain West Bank, (“Bank”), and Jon W.
      Hippler, (“Executive”), and ratified by Glacier Bancorp, Inc.
      (“Company”),

    


    RECITALS

    


    
      	
              A.

            	
              Mountain
                West Bank, (“Bank”), is a wholly owned subsidiary of Glacier Bancorp,
                Inc., (“Company”).

            


    

    


    
      	
              B.

            	
              Executive
                is the President and Chief Executive Officer of the Bank and a director
                of
                the Bank.

            


    

    


    
      	
              C.

            	
              The
                Bank desires Executive to continue his employment at the Bank under
                the
                terms and conditions of this
                Agreement.

            


    

    


    
      	
              D.

            	
              Executive
                desires to continue his employment at the Bank under the terms and
                conditions of this Agreement.

            


    

     

    AGREEMENT

    


    
      	
              1.

            	
              Employment.
                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. During the term of this Agreement, Executive will serve
                as a
                director of the Bank.

            


    

    


    
      	
              2.

            	
              Term.
                The term of this Agreement is for one year beginning January 1,
                2008.

            


    

    


    
      	
              3.

            	
              Duties.
                The Bank will employ Executive as its President and Chief
                Executive Officer. Executive will faithfully and diligently perform
                his
                assigned duties, which are as
                follows:

            


    

    


    
      	 	
              (a)

            	
              Bank
                Performance. Executive will be responsible for all aspects of the
                Bank’s performance, including without limitation, directing that daily
                operational and managerial matters are performed in a manner consistent
                with the Bank’s and Company’s
                policies.

            


    

    


    
      	 	
              (b)

            	
              Development
                and Preservation of Business. Executive will be responsible for the
                development and preservation of banking relationships and other
                business development efforts (including appropriate civic and community
                activities) in Kootenai County.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Report
                to Board. Executive will report directly to the Bank’s board of
                directors and to the Chief Executive Officer of the Company. The
                Bank’s
                board of directors may, from time to time, modify Executive’s title or
                add, delete, or modify Executive’s performance responsibilities to
                accommodate management succession, as well as any other management
                objectives of the Bank or of the Company. 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 Sections 3(a) and 3(b) of this
                Agreement.

            


    

    


    
      	
              4.

            	
              Extent
                of Services. Executive
                will devote all of his working time, attention and skill to the duties
                and
                responsibilities set forth 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 or Company has an existing competitive or commercial
                relationship.

            


    

    


    
      	
              5.

            	
              Salary.
                Executive will receive an annual salary of $256,256.00 to be paid in
                accordance with the Bank’s regular payroll
                schedule.

            


    

    


    
      	
              6.

            	
              Incentive
                Compensation. During the Term, the Bank’s board of directors,
                subject to ratification by Company’s board of directors, will determine
                the amount of bonus to be paid by the Bank to Executive for that
                year. In
                making this determination, the Bank’s board of directors will consider
                factors such as Executive’s performance of his duties and the safety,
                soundness and profitability of the Bank. Executive’s bonus will reflect
                Executive’s contribution to the performance of the Bank during the year.
                This bonus will be paid to Executive no later than January 31 of
                the year
                following the year in which the bonus is earned by
                Executive.

            


    

    


    
      	
              7.

            	
              Income
                Deferral. Executive will be eligible to participate in any
                program available to the Bank’s and Company’s senior management for income
                deferral, for the purpose of deferring receipt of any or all of the
                compensation he may become entitled to under this
                Agreement.

            


    

    


    
      	
              8.

            	
              Vacation
                and Benefits.

            


    

    


    
      	 	
              (a)

            	
              Vacation
                and Holidays. Executive will receive four weeks of paid
                vacation each year in addition to all holidays observed by the Bank.
                Executive may carry over, in the aggregate, up to four weeks of unused
                vacation to a subsequent year. Any unused vacation time in excess
                of four
                weeks will not accumulate or carry over from one calendar year to
                the
                next. Each calendar year Executive shall take not less than one (1)
                week
                vacation.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Benefits.
                Executive will be entitled to participate in any group life insurance,
                disability, health and accident insurance plans, profit sharing and
                pension plans and in other employee fringe benefit programs the Bank
                or
                Company 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 board of directors with respect to
                the plans or programs, including without limitation, any incentive
                or
                employee stock option plan, deferred compensation plan, 401(k) plan,
                and
                Supplemental Executive Retirement Plan (SERP). Neither the Bank nor
                Company, through this Agreement, obligate itself to make any particular
                benefits available to its
                employees.

            


    

    


    
      	 	
              (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 the Bank policy or the rules and regulations
                of
                the Internal Revenue Service. Reimbursement will be made as soon
                as
                practicable but no later than the last day of the calendar year following
                the calendar year in which the expenses were incurred. The amount
                of
                expenses eligible for reimbursement in one calendar year will not
                affect
                the amount of expenses eligible for reimbursement in any other calendar
                year.

            


    

    


    
      	
              9.

            	
              Termination of
                Employment.

            


    

    


    
      	 	
              (a)

            	
              Termination
                by the Bank for Cause. If the Bank terminates Executive’s employment
                for Cause (defined below) before this Agreement terminates, the Bank
                will
                pay Executive, within 10 business days following his termination
                of
                employment, 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
                9(a).

            


    

    


    
      	 	
              (b)

            	
              Other
                Termination by the Bank. If the Bank terminates Executive's employment
                without Cause before this Agreement terminates, or Executive terminates
                his employment for Good Reason (defined below) before this Agreement
                terminates, the Bank will pay Executive a payment having a present
                value
                equal to the compensation and other benefits he would have been entitled
                to if his employment had not terminated. All payments made pursuant
                to
                this Section 9(b) shall be completed no later than March 15 of the
                calendar year following the calendar year in which Executive’s employment
                terminates.

            


    

    


    
      	 	
              (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 9(c), the Company shall pay Executive or his estate, within
                10
                business days following his termination of employment, all compensation
                and benefits earned and expenses reimbursable through the date Executive’s
                employment terminated.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	(d)	
              Termination
                Related to a Change in Control.

            


    

    


    
      	 	
              (1)

            	
              Termination
                by Bank. If the Bank, or its successor in interest by merger, or its
                transferee in the event of a purchase in an assumption transaction
                (for
                reasons other than Executive’s death, disability, or Cause) (A) terminates
                Executive’s employment within one year following a Change in Control (as
                defined below), or (B) terminates Executive’s employment before the Change
                in Control but on or after the date that any party either announces
                or is
                required by law to announce any prospective Change in Control transaction
                and a Change in Control occurs within six months after the termination,
                the Bank will provide Executive with the payment and benefits described
                in
                Section 9(d)(3) below.

            


    

    


    
      	 	 	
              (2)

            	
              Termination
                by Executive. If Executive terminates Executive’s employment, with or
                without Good Reason, within one year following a Change in Control,
                the
                Bank will provide Executive with the payment and benefits described
                in
                Section 9(d)(3).

            


    

    


    
      	 	 	
              (3)

            	
              Payments.
                If Section 9(d)(1)(A) or Section 9(d)(2) is triggered in accordance
                with
                its terms, the Bank will: (i) subject to Sections 9(e) and 9(j) below,
                beginning within 30 days after Executive’s separation from service as
                defined by Treasury Regulation § 1.409A-1(h) (“Separation from Service”),
                pay Executive in 12 substantially equal monthly installments in an
                overall
                amount equal to the Executive’s annual salary (determined as of the day
                before the date Executive’s employment was terminated) and (ii) maintain
                and provide for one year following Executive’s termination, at no cost to
                Executive, the benefits described in Section 8(b) to which Executive
                is
                entitled (determined as of the day before the date of such termination);
                but if Executive’s participation in any such benefit is thereafter barred
                or not feasible, or discontinued or materially reduced, the Bank
                will
                arrange to provide Executive with benefits substantially similar
                to those
                benefits or reimburse Executive’s out-of-pocket expenses of substantially
                similar type and value. Subject to Sections 9(e) and 9(j) below,
                if
                Section 9(d)(1)(B) is triggered in accordance with its terms, beginning
                within 30 days after a Change in Control, the Company will pay Executive
                in 12 substantially equal monthly installments in an overall amount
                equal
                to the Executive’s annual salary (determined on the day before the date
                Executive’s employment was
                terminated).

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Limitations
                on Payments Related to Change in Control.
                The following apply notwithstanding any other provision of this
                Agreement:

            


    

    


    
      	 	
              (1)

            	
              the
                total of the payments and benefits described in Section 9(d)(3) will
                be
                less than the amount that would cause them to be a “parachute payment”
                within the meaning of Section 280G(b)(2)(A) of the Internal Revenue
                Code;

            


    

    


    
      	 	 	
              (2)

            	
              the
                payment and benefits described in Section 9(d)(3) will be reduced
                by any
                compensation (in the form of cash or other benefits) received by
                Executive
                from the Bank or its successor after the Change in Control and/or
                after
                Executive’s termination of employment;
                and

            


    

    


    
      	 	
              (3)

            	
              Executive’s
                right to receive the payments and benefits described in Section 9(d)(3)
                terminates (i) immediately if before the Change in Control transaction
                closes, Executive terminates his employment without Good Reason,
                or the
                Bank terminates Executive’s employment for Cause, or (ii) one year after a
                Change of Control occurs.

            


    

    


    
      	 	
              (f)

            	
              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. At
                the
                same time, Executive also must return to the Bank all originals and
                copies
                (whether in memoranda, designs, devices, diskettes, tapes, manuals,
                and
                specifications) which constitute proprietary information or material
                of
                the Bank. The obligations in this paragraph include the return of
                documents and other materials which may be in his desk at work, in
                his
                car, in place of residence, or in any other location under his
                control.

            


    

    


    
      	
            	(g)	
              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;

            


    

    


    
      	 	 	
              (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; or

            


    

    


    
      	 	 	
              (4)

            	
              Permanent
                disability, meaning a physical or mental impairment which renders
                Executive incapable of substantially performing the duties required
                under
                this Agreement, and which is expected to continue rendering Executive
                so
                incapable for the reasonably foreseeable
                future.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	(h)	
              Good
                Reason.
                Executive terminates employment for “Good Reason” if all four of the
                following criteria are satisfied: 

            


    

    


    
      	 	
              (1)

            	
              Any
                one or more of the following conditions (each a “Condition”) arises
                without Executive’s consent:

            


    

    


    (A) The
      material reduction of Executive’s salary, unless the reduction or elimination is
      generally applicable to other executive officers within the Company (or
      executive officers of a successor or controlling entity of the Bank) formerly
      benefitted;

     

    (B) The
      material diminution in Executive’s authority or duties as of the date of this
      Agreement;

     

    (C) The
      material breach of this Agreement by the Bank, or

     

    (D) A
      material relocation or transfer of Executive’s principal place of employment to
      a location outside Kootenai County, Idaho.

    


    
      	 	
              (2)

            	
              Executive
                gives notice to the Bank of the Condition within 90 days of the initial
                existence of the Condition.

            


    

    


    
      	 	
              (3)
                

            	
              The
                Bank fails to reasonably remedy the Condition within 30 days following
                receipt of the notice described in paragraph (2)
                above.

            


    

    


    
      	 	
              (4)
                

            	
              Executive
                terminates employment within 180 days following the initial existence
                of
                the Condition.

            


    

    


    
      	 	
              (i)

            	
              Change
                in Control.
                “Change in Control” means a change “in the ownership or effective control”
                or “in the ownership of a substantial portion of the assets” of the
                Company and the Bank, within the meaning of Treas. Reg. §
                1.409A-3(i)(5).

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
            	(j)	
              Section
                409A Compliance. Notwithstanding anything in this Agreement to the
                contrary, if any amounts that become due under this Agreement on
                account
                of the termination of Executive’s employment constitute “nonqualified
                deferred compensation” within the meaning of Code Section 409A, payment of
                such amounts shall not commence until Executive incurs a Separation
                from
                Service (as defined in Section 9(d)(3)). If, at the time of Executive’s
                Separation from Service under this Agreement, Executive is a “specified
                employee” (under Internal Revenue Code Section 409A), any amount that
                constitutes “nonqualified deferred compensation” within the meaning of
                Code Section 409A that becomes payable to Executive on account of
                Executive’s Separation from Service (including any amounts payable
                pursuant to the preceding sentence) will not be paid until after
                the end
                of the sixth calendar month beginning after Executive’s Separation from
                Service (the “409A Suspension Period”). Within 14 calendar days after the
                end of the 409A Suspension Period, Executive shall be paid a lump
                sum
                payment in cash equal to any payments delayed because of the preceding
                sentence, together with interest on them for the period of delay
                at a rate
                not less than the average prime interest rate published in the Wall
                Street
                Journal on any day chosen by the Company during that period. Thereafter,
                Executive shall receive any remaining payments as if there had not
                been an
                earlier delay.

            


    

    


    
      	
              10.

            	
              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
                the Bank or its business operations, unless (1) the Bank consents
                to the
                use or disclosure of confidential information; (2) the use or disclosure
                is consistent with Executive’s duties under this Agreement, or (3)
                disclosure is required by law or court order. For purposes of this
                Agreement, confidential business information includes, without limitation,
                trade secrets (as defined under the Montana Uniform Trade Secrets
                Act,
                Montana Code §30-14-402), various confidential information on investment
                management practices, marketing plans, pricing structure and technology
                of
                either the Bank or Company. Executive will also treat the terms of
                this
                Agreement as confidential business
                information.

            


    

    


    
      	
              11.

            	
              Noncompetition.
                During the Term and the terms of any extensions or renewals of this
                Agreement and for a period equal to one year after Executive’s employment
                with the Bank and Company has terminated, Executive will not, directly
                or
                indirectly, as a shareholder, director, officer, employee, partner,
                agent,
                consultant, lessor, creditor or
                otherwise:

            


    

    


    
      	 	
              (a)

            	
              provide
                management, supervisory or other similar services to any person or
                entity
                engaged in any business in counties in which the Bank or Company
                may have
                a presence which is competitive with the business of the Bank or
                Company
                or a subsidiary 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
                bank.

            


    

    


    
      	 	
              (b)

            	
              persuade
                or entice, or attempt to persuade or entice any employee of the Bank
                or
                Company or a subsidiary to terminate his/her employment with the
                Bank or a
                subsidiary.

            


    

    


    
      	 	
              (c)

            	
              persuade
                or entice or attempt to persuade or entice any person or entity to
                terminate, cancel, rescind or revoke its business or contractual
                relationships with the Bank or
                Company.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	
              12.

            	
              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 10 and 11 (including without limitation
                their scope, duration and geographic extent) are fair and reasonably
                necessary for the protection of the Bank’s and Company’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 Company to the maximum
                extent, in time, scope of activities and geography, the court finds
                enforceable.

            


    

    


    
      	 	
              (b)

            	
              Executive
                acknowledges the Bank and Company 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 10 or 11 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.

            


    

     

    
      	
              13.

            	
              Covenants.
                Executive specifically acknowledges the receipt of adequate
                consideration for the covenants contained in Sections 10 or 11 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.

            


    

     

    
      	
              14.

            	
              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.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

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

            


    

    


    
      	 	
              (c)

            	
              Exception
                to Arbitration. Notwithstanding the above, if Executive violates
                Section 10 or 11, the Bank will have the right to initiate the court
                proceedings described in Section 12(b), in lieu of an arbitration
                proceeding under this Section 14.

            


    

    


    
      	
              15.

            	
              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 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.

            


    

    


    
      	 	
              (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 and ratified by the
                Company.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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 Idaho 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 Kootenai County,
                Idaho.

            


    

    


    
      	 	
              (i)

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

            


    

    


    Signed
      this 21st
      day of
      December,
      2007.

     

    
      	 	 	
            
	 	MOUNTAIN WEST BANK
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Charles
              R. Nipp, Chairman 


    

     

    


    
      	Attest:
              By:	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	
            
	
              
                
Kim
                Jacklin, Secretary

            	 	 	
            


    

     

    
      
        	 	 	
              
	 	EXECUTIVE
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Jon
                W. Hippler





      
        	
                Ratified
                  

                GLACIER
                  BANCORP, INC.

              	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	
              
	
                
                  
Michael
                  J. Blodnick

              	 	 	
              
	
                President/CEO

              	 	 	
              


      

      
 

      
        
          
          

        

        
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