EMPLOYMENT
      AGREEMENT


    


    AGREEMENT
      effective January 1, 2008 between Glacier Bancorp, Inc., hereinafter called
      “Company” and Ron J. Copher, hereinafter called “Executive”

    


    RECITALS

    


    
      	
              A.

            	
              Executive
                has served as Senior Vice President and Chief Financial Officer of
                the
                Company.

            


    

    


    
      	
              B.

            	
              The
                Company desires Executive to be retained by the Company under the
                terms
                and
                conditions
                of this Agreement.

            


    

    


    
      	
              C.

            	
              Executive
                desires to be retained by the Company under the terms and conditions
                of
                this Agreement.

            


    

    


    AGREEMENT

    


    
      	
              1.

            	
              Employment.
                The Company agrees to employ Executive and Executive accepts employment
                by
                the Company on the terms and conditions set forth in this Agreement.
                Executive’s title will be Senior Vice President and Chief Financial
                Officer of the Company. 

            


    

    


    
      	
              2.

            	
              Term.
                The term of this Agreement (“Term”) is one year, beginning January 1,
                2008.

            


    

    


    
      	
              3.

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

            


    

    


    
      	 	
              (a)

            	
              Chief
                Financial Officer.
                The Executive shall have such duties and responsibilities as assigned
                by
                the Company's President and Chief Executive Officer, which shall
                be
                customary for Chief Financial Officers of comparable publicly reporting
                companies.

            


    

    


    
      	 	
              (b)

            	
              Report
                to Board. Executive will report directly to the Company’s President
                and Chief Executive Officer. The Company’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 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 Company’s prior written consent, make or maintain any
                investment in a business with which the Company or its subsidiaries
                has an
                existing competitive or commercial
                relationship.

            


    

    


    
      	
              5.

            	
              Salary.
                Executive will receive an annual salary of $195,700.00, to be paid
                in
                accordance with the Company’s regular payroll schedule. Subsequent salary
                increases are subject to the Company’s annual review of Executive’s
                compensation and performance.

            


    

    


    
      	
              6.

            	
              Incentive
                Compensation. During the Term, the
                Company’s board of directors will determine the amount of bonus to be paid
                by the Company to Executive for that year. In making this determination,
                the Company’s board of directors will consider factors such as Executive’s
                performance of his duties and the safety, soundness and profitability
                of
                the Company. Executive’s bonus will reflect Executive’s contribution to
                the performance of the Company 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 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 Company and its
                subsidiaries. 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.

            


    

    


    
      	 	
              (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 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 Company’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). The Company through this Agreement does not obligate itself
                to
                make any particular benefits available to its
                employees.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Business
                Expenses. The Company will reimburse Executive for ordinary and
                necessary expenses which are consistent with past practice at the
                Company
                (including, without limitation, travel, entertainment, and similar
                expenses) and which are incurred in performing and promoting the
                Company’s
                business. Executive will present from time to time itemized accounts
                of
                these expenses, subject to any limits of the Company 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 Company for Cause. If the Company terminates Executive’s
                employment for Cause (defined below) before this Agreement terminates,
                the
                Company 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 Company. If the Company 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 Company will pay Executive a payment having
                a
                present value equal to the compensation and other benefits he would
                have
                been entitled to for the remainder of the term 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 Company. 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 Company. If the Company, 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 2 years 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 two years following a Change in Control,
                the
                Company 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 Company 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 24 substantially equal monthly installments in an
                overall
                amount equal to two times the Executive’s annual salary (determined as of
                the day before the date Executive’s employment was terminated) and (ii)
                maintain and provide for 2 years 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 Company 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 24 substantially equal monthly installments in an overall
                amount equal to two times 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 Company 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
                Company terminates Executive’s employment for Cause, or (ii) two years
                after a Change of Control occurs.

            


    

    


    
      	 	
              (f)

            	
              Return
                of Bank Property. If and when Executive ceases, for any reason, to be
                employed by the Company, Executive must return to the Company all
                keys,
                pass cards, identification cards and any other property of the Company.
                At
                the same time, Executive also must return to the Company all originals
                and
                copies (whether in memoranda, designs, devices, diskettes, tapes,
                manuals,
                and specifications) which constitute proprietary information or material
                of the Company and its subsidiaries. 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 Company, as reasonably
                determined on the advice of legal counsel by the Company’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 substantially all
      Company
      employees (or employees of a successor or controlling entity of the Company)
      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 Company, or

    


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

    


    
      	 	
              (2)

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

            


    

    


    
      	 	
              (3)
                

            	
              The
                Company 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, within the meaning of Treas Reg. § 1.409A-3(i)(5).
                

            


    

    


    
      	 	
              (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.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              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 Company or its business operations or that of its subsidiaries,
                unless
                (1) the Company 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 Company or its subsidiaries.
                Executive will also treat the terms of this Agreement as confidential
                business information.

            


    

    


    
      	
              11.

            	
              Noncompetition.
                During the Term of this Agreement and for a period of two years after
                Executive’s employment with the 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 Company or its
                subsidiaries may have a presence which is competitive with the business
                of
                the 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 Company
                or
                a subsidiary to terminate his/her employment with the Company 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 Company or its
                subsidiaries.

            


    

    


    
      	
              12.

            	
              Enforcement.

            


    

    


    
      	 	
              (a)

            	
              The
                Company and Executive stipulate that, in light of all of the facts
                and
                circumstances of the relationship between Executive and the Company,
                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 Company and its subsidiaries
                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 Company request the court
                to
                reform these provisions to restrict Executive’s
                use of confidential information and Executive’s
                ability to compete with the Company to the maximum extent, in time,
                scope
                of activities and geography, the court finds
                enforceable.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Executive
                acknowledges the 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
                Company, 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 Company 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 and 11 and
                that
                the Company 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 Company’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.

            


    

    


    
      	 	
              (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.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Exception
                to Arbitration.
                Notwithstanding the above, if Executive violates Section 10 or 11,
                the
                Company 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 Company’s, its
                subsidiaries’ 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.

            


    

    


    
      	 	
              (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 Montana 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 Flathead County, Montana.

            


    

    


    
      	 	
              (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.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Signed
      this 27th
      day of
      December, 2007.

     

    
      	 	 	 
	 	GLACIER BANCORP, INC.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Michael
              J. Blodnick
	 	President/CEO


    

     

     

    
      	Attest:	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	 	 	
            
	
              
                
LeeAnn
                Wardinsky

            	 	 	
            
	
              Secretary

            	 	 	
            




    
      	 	 	 
	 	EXECUTIVE
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Ron
              J. Copher


    

    


     

    
      
        
        

      

      
        10