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                                                                    Exhibit 10.2

                            NON-COMPETITION AGREEMENT

     This Non-Competition Agreement ("Non-Competition Agreement"), dated as of
May 31, 2006, is made by and among First National Bank of Morgan (the "Bank"),
Glacier Bancorp, Inc., a Montana corporation ("GBCI"), and the undersigned, each
of whom is a non-employee director of the Bank.

                                    RECITALS

A.   The Bank has entered into a Plan and Agreement of Merger (the "Merger
     Agreement") dated as of the date hereof, with GBCI, acting on its own
     behalf and on behalf of a national banking association to be formed by GBCI
     (the "New Bank"). Pursuant to the terms of the Merger Agreement, the Bank
     will merge with and into the New Bank, and the combined bank will become a
     wholly owned subsidiary of GBCI (the "Merger").

B.   The parties to this Non-Competition Agreement believe that the future
     success and profitability of GBCI and the combined bank following the
     Merger (collectively, the "Combined Entity") require that existing
     directors of the Bank (other than officer directors who will be party to
     employment agreements with the Bank and/or GBCI) (the "Directors") not be
     affiliated in any substantial way with a Competing Business (as defined
     herein) for a reasonable period of time after closing of the Merger and/or
     termination of the Director's status as a director of the Bank.

                                    AGREEMENT

     In consideration of the parties' performance under the Merger Agreement,
the Directors agree as follows:

1.   DEFINITIONS. Capitalized terms not defined in this Non-Competition
     Agreement have the meaning assigned to those terms in the Merger Agreement.
     The following definitions also apply to this Non-Competition Agreement:

     a.   Competing Business. "Competing Business" means any financial
          institution or trust company (including without limitation, any
          start-up or other financial institution or trust company in formation)
          or holding company thereof that competes or will compete within the
          Covered Area with the Combined Entity or any of its subsidiaries or
          affiliates.

     b.   Covered Area. "Covered Area" means Morgan, Weber and Summit Counties,
          Utah.

     c.   Term. "Term" means the period of time beginning on the Effective Date
          and ending on the later of (i) three (3) years after the Effective
          Date or (ii) one year following termination of a Director's service on
          the Board of Directors of the Bank.

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2.   PARTICIPATION IN COMPETING BUSINESS. Except as provided in Section 5 or 6,
     during the Term no Director may become involved with a Competing Business
     or serve, directly or indirectly, a Competing Business in any manner,
     including without limitation, (a) as a shareholder, member, partner,
     director, officer, manager, investor, organizer, founder, employee,
     consultant, agent, or representative, or (b) during the organization and
     pre-opening phases in the formation of a Competing Business.

3.   NO SOLICITATION. During the Term, no Director may, directly or indirectly,
     solicit or attempt to solicit (a) any employees of the Combined Entity or
     any of its subsidiaries or affiliates to participate, as an employee or
     otherwise, in any manner in a Competing Business, or (b) any customers of
     the Combined Entity or its subsidiaries or affiliates to transfer their
     business to a Competing Business. Solicitation prohibited under this
     section includes solicitation by any means, including, without limitation,
     meetings, letters or other mailings, electronic communications of any kind,
     and internet communications.

4.   CONFIDENTIAL INFORMATION. During and after the Term, the Directors will not
     disclose any confidential information of the Combined Entity or its
     subsidiaries or affiliates obtained by such person while serving as a
     director of the Combined Entity except in accordance with a judicial or
     other governmental order.

5.   OUTSIDE COVERED AREA. Nothing in this Non-Competition Agreement prevents a
     Director from becoming involved with, as a shareholder, member, partner,
     director, officer, manager, investor, organizer, founder, employee,
     consultant, agent, representative, or otherwise, with a Competing Business
     that has no operations in the Covered Area.

6.   PASSIVE INTEREST. Notwithstanding anything to the contrary contained
     herein, nothing in this Non-Competition Agreement shall prevent a Director
     from owning 5% or less of any class of security of a Competing Business.

7.   REMEDIES. Any breach of this Non-Competition Agreement by a Director will
     entitle the Combined Entity, together with its successors and assigns, to
     injunctive relief and/or specific performance, as well as to any other
     legal or equitable remedies they may be entitled to.

8.   GOVERNING LAW, VENUE AND ENFORCEABILITY. This Non-Competition Agreement is
     governed by, and will be interpreted in accordance with, the laws of the
     State of Utah. The parties must bring any legal proceeding arising out of
     this Non-Competition Agreement in Salt Lake County, Utah. If any court
     determines that the restrictions set forth in this Non-Competition
     Agreement are unenforceable, then the parties request such court to reform
     these provisions to the maximum restrictions, term, scope or geographical
     area that such court finds enforceable.

9.   INDIVIDUAL OBLIGATIONS. The obligations of each of the Directors under this
     Non-Competition Agreement are intended to be several and not joint.

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10.  COUNTERPARTS. The parties may execute this Non-Competition Agreement in one
     or more counterparts, including facsimile counterparts. All the
     counterparts will be construed together and will constitute one Agreement.

This Director Non-Competition Agreement is executed as of May 31, 2006.

GLACIER BANCORP, INC.                    FIRST NATIONAL BANK OF MORGAN


By /s/ Michael J. Blodnick               By /s/ Stanton R. Nielsen
   -----------------------------------      ------------------------------------
   Michael J. Blodnick                      Stanton R. Nielsen
   President & Chief Executive Officer      President & Chief Executive Officer

DIRECTORS:

/s/ Melba F. Brimley                     /s/ Grant Francis
--------------------------------------   ---------------------------------------
Melba F. Brimley                         Grant Francis

/s/ A. Kirk Francis                      /s/ Phillip N. Francis
--------------------------------------   ---------------------------------------
A. Kirk Francis                          Phillip N. Francis

/s/ George N. Francis                    /s/ Richard K. Sommers
--------------------------------------   ---------------------------------------
George N. Francis                        Richard K. Sommers