EMPLOYMENT
      AGREEMENT

    


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

    


    RECITALS

    


    
      
        
          	A.	
                  Executive
                    has served as President and Chief Executive Officer of the
                    Company.

                


        

      

    

    


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

                


        

      

    

    


    
      
        
          	C.	
                  Executive
                    desires to continue his employment at 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 President and Chief Executive Officer
                of the Company. During the term of this Agreement, Executive will
                serve as
                a director of the Company and of the
                Banks.

            


    

    


    
      	
              2.

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

            


    

    


    
      	
              3.

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

            


    

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (c)

            	
              Report
                to Board. Executive will report directly to the Company’s board of
                directors. 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.

            	
              Company
                Board. During the term, the Company will use
                its
                best efforts to nominate and recommend Executive for election to
                the
                Company’s board of directors.

            


    

    


    
      	
              6.

            	
              Salary.
                Executive will receive an annual salary of $324,450.00, 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.

            


    

    


    
      	
              7.

            	
              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, also taking into account the nature
                and
                extent of incentive bonuses paid to comparable senior officers at
                the
                Company. 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.

            


    

    


    
      	
              8.

            	
              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.

            


    

    


    
      	
              9.

            	
              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.

            


    

    


    
      	
              10.

            	
              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
                10(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 10(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 10(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 3 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 10(d)(3) below.


            


    

    


    
      	 	 	
              (2)

            	
              Termination
                by Executive.
                If Executive terminates Executive’s employment, with or without Good
                Reason, within three years following a Change in Control, the Company
                will
                provide Executive with the payment and benefits described in Section
                10(d)(3) below.

            


    

    


    
      	 	 	
              (3)

            	
              Payments.
                If Section 10(d)(1)(A) or Section 10(d)(2) is triggered in accordance
                with
                its terms, the Company will: (i) subject to Sections 10(e) and 10(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 36 substantially equal monthly installments in
                an overall amount equal to 2.99 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 2.99 years following Executive’s termination, at
                no cost to Executive, the benefits described in Section 9(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 10(e)
                and
                10(j) below, if Section 10(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 36 substantially equal monthly installments
                in an
                overall amount equal to 2.99 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 10(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 10(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 10(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) three 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.

            


    

    


    
      	 	
              (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 benefited;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (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
                10(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

        
          

        

      

      
        
        

      

    

    


    
      	
              11.

            	
              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.

            


    

    


    
      	
              12.

            	
              Noncompetition. During
                the Term of this Agreement and for a period of three 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.

            


    

    


    
      	
              13.

            	
              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 11 and 12 (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 11 or 12 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.

            


    

    


    
      	
              14.

            	
              Covenants.
                Executive
                specifically acknowledges the receipt of adequate consideration for
                the
                covenants contained in Sections 11 and 12 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.

            


    

    


    
      	
              15.

            	
              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.

            


    

    


    
      	 	
              (c)

            	
              Exception
                to Arbitration.
                Notwithstanding the above, if Executive violates Section 11 or 12,
                the
                Company will have the right to initiate the court proceedings described
                in
                Section 13(b), in lieu of an arbitration proceeding under this Section
                15.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              16.

            	
              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.

            


    

     

    Signed
      this 27th
      day of
      December, 2007.

     

    
      	 	 	 
	 	GLACIER BANCORP, INC.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Everit
              A. Sliter, Chairman


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
 

    
      	Attest:	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	
            
	
              
                
LeeAnn
                Wardinsky, Secretary

            	 	 	
            


    

     

    
      
        	 	 	 
	 	EXECUTIVE
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Michael
                  J. Blodnick

              





      
        
          
          

        

        
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