Edgar Filing: GLACIER BANCORP INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To Section 14(a) of
The Securities Exchange Act of 1934 (Amendment No. ___)

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[ ] Preliminary Proxy Statement

[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
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[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

GLACIER BANCORP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

________________________________________________________________________________
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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GLACIER BANCORP, INC.
49 COMMONS LOOP
KALISPELL, MONTANA 59901

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 2010
9:00 A.M. MOUNTAIN TIME

To the Shareholders of Glacier Bancorp, Inc:

We cordially invite you to attend the 2010 Annual Shareholders Meeting of
Glacier Bancorp, Inc., at The Hilton Garden Inn, 1840 Highway 93 South,
Kalispell, Montana. The meeting's purpose is to vote on the following proposals,
together with any other business that may properly come before the meeting:

1. ELECTION OF DIRECTORS. To elect 10 directors to serve on the Board of
Directors until the 2011 Annual Meeting of Shareholders.

2. RATIFY APPOINTMENT OF ACCOUNTING FIRM. To ratify the appointment of
BKD, LLP as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2010.

3. OTHER BUSINESS. To act on such other matters as may properly come
before the meeting or any adjournments or postponements.

If you were a shareholder of record on March 1, 2010, you may vote on the
proposals presented at the Annual Meeting in person or by proxy. We encourage
you to promptly complete and return the enclosed proxy card or phone in your
vote, in order to ensure that your shares will be represented and voted at the
meeting in accordance with your instructions. If you attend the meeting in
person, you may withdraw your proxy and vote your shares.

Further information regarding voting rights and the business to be
transacted at the Annual Meeting is included in the accompanying Proxy
Statement. The directors, officers, and employees who serve you genuinely
appreciate your continued interest and support as a shareholder in the affairs
of the Company and in its growth and development.

March 29, 2010 BY ORDER OF THE BOARD OF DIRECTORS

/s/ LeeAnn Wardinsky

LeeAnn Wardinsky, Secretary

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, please sign and date your
Proxy Card and return it in the enclosed postage prepaid envelope. You do not
need to retain the proxy in order to be admitted to the Annual Meeting. If you
attend the Annual Meeting, you may vote either in person or by proxy. You may
revoke any proxy that you have given either in writing or in person at any time
prior to the proxy's exercise.

TABLE OF CONTENTS

PAGE
----

INFORMATION ABOUT THE MEETING ........................................... 1
Voting on Matters Presented .......................................... 1
Voting in Person at the Annual Meeting ............................... 2
PROPOSAL NO. 1 - ELECTION OF DIRECTORS .................................. 3
CORPORATE GOVERNANCE .................................................... 5
Corporate Governance Guidelines ...................................... 5
Board Leadership Structure ........................................... 6
Director Qualifications .............................................. 6
Code of Ethics and Corporate Governance Documents .................... 6
Director Independence ................................................ 6
Stock Ownership Guidelines ........................................... 7
Shareholder Communications with the Board of Directors ............... 7
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS ....................... 7
Board Authority for Risk Oversight ................................... 8
Committee Membership ................................................. 8
COMPENSATION OF DIRECTORS ............................................... 10
2009 Director Compensation ........................................... 11
Cash Compensation .................................................... 12
Equity Compensation .................................................. 12
EXECUTIVE COMPENSATION .................................................. 13
Compensation Discussion and Analysis ................................. 13
Executive Compensation Philosophy .................................... 13
Process for Determining Compensation ................................. 14
Discussion of Executive Compensation Components ...................... 15
2009 Executive Compensation .......................................... 17
Employee Stock Plans ................................................. 22
Post Employment and Termination Benefits ............................. 22
Employment Arrangements .............................................. 24
MANAGEMENT .............................................................. 27
Executive Officers who are not Directors ............................. 27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .......... 28
Beneficial Owners .................................................... 29
TRANSACTIONS WITH MANAGEMENT ............................................ 30
Certain Transactions ................................................. 30
Accounting Fees Paid to Director ..................................... 30
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM ............................................... 30

COMPLIANCE WITH SECTION 16(a) FILING REQUIREMENTS ....................... 31
Fees Paid to Independent Registered Public Accounting Firm ........... 32
Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors .................................. 32
OTHER BUSINESS .......................................................... 33
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS .......................... 33
Shareholder Proposals ................................................ 33
Director Nominations ................................................. 33
Copy of Bylaw Provisions ............................................. 34
ANNUAL REPORT TO SHAREHOLDERS ........................................... 34
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS ................ 34

GLACIER BANCORP, INC.
49 COMMONS LOOP
KALISPELL, MONTANA 59901
(406) 756-4200

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2010
SHAREHOLDER MEETING:

A COPY OF THIS PROXY STATEMENT AND THE ANNUAL REPORT TO SHAREHOLDERS FOR
THE YEAR ENDED DECEMBER 31, 2009, ARE AVAILABLE AT WWW.GLACIERBANCORP.COM.

INFORMATION ABOUT THE MEETING

MEETING INFORMATION. This Proxy Statement and the accompanying Proxy are
being sent to shareholders on or about March 29, 2010, for use in connection
with the Annual Meeting of Shareholders of Glacier Bancorp, Inc., (the "Company"
or "Glacier") to be held on Wednesday, April 28, 2010. In this Proxy Statement,
the terms "we," "us" and "our" refer to Glacier Bancorp, Inc.

SOLICITATION OF PROXIES. Our Board of Directors is soliciting shareholder
proxies, and we will pay the associated costs. Solicitation may be made by our
directors and officers and by our banking subsidiaries:

- Glacier Bank of Kalispell

- Mountain West Bank of Coeur d'Alene

- First Security Bank of Missoula

- 1st Bank of Evanston

- Western Security Bank of Billings

- Big Sky Western Bank of Bozeman

- Valley Bank of Helena

- First National Bank & Trust of Powell

- Citizens Community Bank of Pocatello

- First Bank of Montana (Lewistown)

- Bank of the San Juans (Durango)

We do not expect to engage an outside proxy solicitation firm to render
proxy solicitation services. However, if we do, we will pay a fee for such
services. Solicitation may be made through the mail, or by telephone, facsimile,
or personal interview.

RECORD DATE. If you were a shareholder on March 1, 2010, you are entitled
to vote at the Annual Meeting. There were approximately 61,619,803 shares of
common stock outstanding on the Record Date.

QUORUM. The quorum requirement for holding the Annual Meeting and
transacting business is a majority of the outstanding shares entitled to be
voted. The shares may be present in person or represented by proxy at the Annual
Meeting. Both abstentions and broker non-votes (as defined below) are counted as
present for the purpose of determining the presence of a quorum.

VOTING ON MATTERS PRESENTED

PROPOSAL NO. 1 -ELECTION OF DIRECTORS. The ten director nominees who
receive the highest number of affirmative votes will be elected. Shareholders
are not permitted to cumulate their votes for the election of directors. Votes
may be cast FOR or WITHHELD from each nominee. Votes that are withheld and
broker non-votes will have no effect on the outcome of the election.

PROPOSAL NO. 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM. The proposal to ratify the appointment of BKD, LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2010 will be adopted if a majority of the votes are present and
entitled to vote

are cast FOR the proposal. You may vote FOR, AGAINST or ABSTAIN from approving
the proposal. Abstentions and broker non-votes will have no effect on the
outcome of the proposal.

VOTING OF PROXIES. Shares represented by properly executed proxies that are
received in time and not revoked will be voted in accordance with the
instructions indicated on the proxies. If no instructions are indicated, the
persons named in the proxy will vote the shares represented by the proxy FOR the
director nominees listed in this Proxy Statement and FOR the ratification of the
appointment of the independent registered public accounting firm. Any proxy
given by a shareholder may be revoked before its exercise by:

- giving notice to us in writing;

- delivering to us a subsequently dated proxy; or

- notifying us at the Annual Meeting before the shareholder vote is
taken.

VOTING OF PROXIES BY SHAREHOLDERS OF RECORD AND BY BENEFICIAL OWNERS. A
significant percentage of Glacier shareholders hold their shares through a
stockbroker, bank or other nominee rather than directly in their own name. As
summarized below, there are some differences between shares held of record and
those owned beneficially.

SHAREHOLDERS OF RECORD. If your shares are registered directly in your name
with Glacier's transfer agent, American Stock Transfer, you are considered, with
respect to those shares, the shareholder of record, and these proxy materials
are being sent to you directly by Glacier. As the shareholder of record, you
have the right to grant your voting proxy directly to Glacier or to vote in
person at the Annual Meeting. We have enclosed a proxy card for you to use.

BENEFICIAL OWNER. If your shares are held in a stock brokerage account or
by a bank or other nominee, you are considered the beneficial owner of shares
held in "street name," and these proxy materials are being forwarded to you by
your broker or nominee who is considered, with respect to those shares, the
shareholder of record. As the beneficial owner, you have the right to direct
your broker, bank or other nominee on how to vote. Your broker or nominee has
enclosed a voting instruction card for you to use in directing your broker or
nominee as to how to vote your shares.

Brokers cannot vote on behalf of beneficial owners on "non-routine"
proposals (known as broker non-votes). Generally, broker non-votes occur when
shares held by a broker for a beneficial owner are not voted with respect to a
particular proposal because (i) the broker has not received voting instructions
from the beneficial owner and (ii) the broker lacks discretionary voting power
to vote such shares.

If your shares are held in street name and you do not submit voting
instructions to your broker, your broker may vote your shares at this meeting on
the ratification of the appointment of the independent registered public
accounting firm only. If no instructions are given with respect to the election
of directors, your broker cannot vote your shares on this proposal.

VOTING IN PERSON AT THE ANNUAL MEETING

SHAREHOLDERS OF RECORD. Shares held directly in your name as the
shareholder of record may be voted in person at the Annual Meeting. If you
choose to vote your shares in person at the Annual Meeting, please bring the
enclosed proxy card or proof of identification. Even if you plan to attend the
Annual Meeting, we recommend that you vote your shares in advance as described
above so that your vote will be counted if you later decide not to attend the
Annual Meeting.

BENEFICIAL OWNER. Shares held in street name may be voted in person by you
only if you bring an account statement or letter from the nominee indicating
that you were the beneficial owner of the shares on the record date.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Information regarding each of the nominees is provided below, including
each nominee's name, age as of January 15, 2010, principal occupation and public
company directorships during the past five years, and the year first elected or
appointed as a director of Glacier. All of the nominees are presently directors
of Glacier. Information regarding the amount and nature of each nominee's
ownership of Glacier common stock is provided under the caption "Security
Ownership of Certain Beneficial Ownership and Management."

Michael J. Blodnick, 57, is a graduate of the University of Montana, the
Pacific Coast Banking School and the Sheshunoff Professional Master of Banking
School. He has broad experience having worked in all aspects of banking during
his career. Mr. Blodnick has been employed by the Company or Glacier Bank since
1978. He served as the Secretary of the Company in 1993 and was appointed
Executive Vice President in 1994. In July of 1998 he was appointed President and
Chief Executive Officer of Glacier Bancorp. He currently serves as a director of
the following Company subsidiaries: 1st Bank, Mountain West Bank, Bank of the
San Juans and First National Bank & Trust. Mr. Blodnick brings leadership
skills, his long career in the banking industry, and his 32-year tenure at
Glacier, which enable him to advise the Board in its deliberations on a wide
variety of topics.

James M. English, 65, was appointed to the Glacier Bancorp Board in
February 2004. He has also served as a Director for the Company's subsidiary,
Mountain West Bank of Coeur d'Alene, Idaho, since 1996. He earned a BS Degree in
Finance and then a Law Degree from the University of Idaho. From 1996-2000 Mr.
English served as the President and Chief Operating Officer for Idaho Forest
Industries, Inc., a lumber manufacturing, real estate development and building
products retail sales company. Mr. English has been an attorney in limited
private practice as a sole practitioner of the English Law Firm in Hayden,
Idaho, since 2000. He is a partner in Great Sky Development of Boise, Idaho,
sits on the board of Bennett Industries, Inc., and also serves on the board of a
non-profit organization. Mr. English brings experience and expertise to the
Board based on a legal career of over 40 years and experience as a business
executive.

Allen J. Fetscher, 64, was appointed to the Glacier Bancorp Board in
December 1996. He serves as the Chairman of the Company's Compensation
Committee. He also serves as the Vice-Chairman of Glacier Bancorp's subsidiary,
First Security Bank of Missoula, where he served as Chairman of the Board from
its beginning in 1993 through its merger with the Company in 1996 until his
resignation from the office in 2008. Mr. Fetscher received a BS degree in
Business Administration from the University of Montana in 1968. He is the
President of Fetscher's, Inc., an investment and real estate development
company. He is also the Vice President of American Public Land Exchange Co.,
Inc., and the owner of Associated Agency, a company involved in real estate. Mr.
Fetscher has been in the real estate development business since 1970. During the
last 39 years he has developed subdivisions, office buildings, apartment
complexes and mixed use developments, primarily in Montana. Mr. Fetscher brings
extensive knowledge of local and regional real estate markets and development to
the Board.

Dallas I. Herron, 65, was appointed to the Glacier Bancorp Board in June
2008. Mr. Herron had previously served as a director of Glacier Bancorp's
subsidiary, Glacier Bank, from 1998 through 2008. He received his BS degree in
Aeronautical Engineering from Northrop University in 1966. Mr. Herron

has worked in the oil industry for 39 years and is the CEO of CityServiceValcon,
LLC, which markets petroleum products in Montana, Idaho, Washington and ten
other states. He is a past president of the Western Petroleum Marketing
Association, a seven-state trade association. He serves on Chevron's Western
U.S. Advisory Council. He has also served as Senior Director of the Petroleum
Marketer Association of America. Mr. Herron is active in the community, forest
products and transportation industries. As our banks become more involved in the
energy business, Mr. Herron brings to the Board over 30 years of experience in
the energy sector, which is also a regulated business, and also his experience
as a business executive.

Jon W. Hippler, 65, became a director of Glacier Bancorp in February 2000
in connection with the Company's acquisition of Mountain West Bank. Mr. Hippler
began his banking career in 1967, enabling him to bring over 40 years of banking
experience to the Board. He has been the President and CEO of Mountain West Bank
since its formation in 1993. He resigned as President effective May 2008, but
retained his role as CEO of the Bank. Mr. Hippler received a BS degree in
Business in 1966 from the University of Idaho and became a Certified Public
Accountant in 1975. Over the years he has served on the boards of numerous
organizations. Mr. Hippler continues to serve as a director of Glacier Bancorp
subsidiary Mountain West Bank headquartered in Coeur d'Alene, Idaho. Based on
his broad executive and banking experience, Mr. Hippler brings regulatory,
strategic planning, business development and operations management expertise to
the Board.

Craig A. Langel, 59, was appointed to the Glacier Bancorp Board in December
2005. He was appointed Chair of the Audit Committee following Mr. Sliter's
resignation from the Committee in 2009. Mr. Langel received his education at
Montana State University graduating with a BS degree in Accounting in 1973. He
received his CPA license in 1974. Mr. Langel has served the accounting
profession for 36 years and is a Certified Public Accountant Accredited in
Business Valuation and a Certified Valuation Analyst. He is president and
shareholder of Langel & Associates, P.C., providing consulting and tax services
throughout the United States. Through the auspices of Western CPE, Mr. Langel
also teaches continuing education courses for Certified Public Accountants
including annual tax updates, tax planning, valuation issues, and business
advisory services. In addition, Mr. Langel is the owner and CEO of CLC
Restaurants, Inc., which owns and operates Taco Bell and KFC restaurants in
Montana, Idaho, and Washington, and a part owner of Mustard Seed Restaurants.
Mr. Langel served as a director of Glacier's subsidiary, First Security Bank of
Missoula, from 1984-2005, and was re-elected to the board on February 19, 2009.
He also serves on the boards of two non-profit organizations. With a career of
over 30 years as a Certified Public Accountant, Mr. Langel brings extensive
financial acumen to the Board, in addition to his experience as a business owner
and executive.

L. Peter Larson, 71, has served as a director of Glacier Bancorp and/or
Glacier Bank since 1985. He is the Chairman of the Company's
Nominating/Corporate Governance Committee. Mr. Larson received a BS degree in
1961 from Principia College in Illinois. He was the Owner/CEO/COO of several
small forest products companies, including L. Peter Larson Co. and American
Timber Company, until his retirement in 2002. He has served on the boards of
directors of a number of non-profit organizations during his career. Currently
he is serving on the Northwest Healthcare Board of Trustees and the HealthCenter
Northwest Board of Managers. Mr. Larson brings to the Board extensive experience
in management, including expertise in purchasing, marketing, human resources,
distribution and accounting.

Douglas J. McBride, 57, was appointed to the Glacier Bancorp Board in
September 2006. Dr. McBride has been an optometrist in Billings for 31 years. He
received his BA at Linfield College and his OD at the Illinois College of
Optometry graduating in 1978. Dr. McBride is the former President of the Montana
State Board of Examiners for Optometry, of which he has been a member since
1993. He is also the former chairman of the Advisory Board for TLC Laser Eye
Center in Billings and is the current administrator for the State of Montana for
Vision Source, an optometric franchise. He is a past President

of the Montana Optometric Association. Dr. McBride also serves as a director of
the Company's Subsidiary, Western Security Bank in Billings, Montana. Dr.
McBride's expertise in the healthcare community is unique to the Board and
allows him to provide insight into the Company's healthcare and medical benefit
issues, as well as the healthcare industry generally.

John W. Murdoch, 67, was appointed to the Glacier Bancorp Board in
September 2005. Mr. Murdoch graduated from Doane College with a BA degree in
1964. He has worked in the ranch and home industry for the past 39 years. Since
1994 he has been an owner of Murdoch's Ranch & Home Supply, LLC, a ranch and
home retail operation, and served as its President from its founding until 2006
when he sold a majority ownership to key employees. As President, he coordinated
the efforts required to run a 1700 employee, multi-location, multi-state retail
operation including the oversight of purchasing, marketing, human resources,
distribution and accounting. Mr. Murdoch served as a director of the Company's
subsidiary Big Sky Western Bank of Bozeman until February 2010, as well as Eagle
Mount (a non-profit organization dedicated to rehabilitation for the disabled),
Montana State University Foundation and Bozeman Deaconess Hospital. Mr. Murdoch
was also President of Mid-States Distributing Co., Inc., from 2006-2008.
Mid-States is a buying cooperative for farm supply stores with over 500 stores
and a billion dollars in retail sales. Mr. Murdoch brings to the Board broad
experience and expertise based on his management and oversight of substantial
consumer businesses.

Everit A. Sliter, 71, has served as a director of the Company and/or
Glacier Bank since 1973, and was appointed Chairman of the Glacier Bancorp Board
in December 2005. Mr. Sliter served as the Chairman of the Company's Audit
Committee until his resignation from the Committee in 2009. He also serves as
Chairman of the Company's subsidiary Glacier Bank. Mr. Sliter received his BS
degree in Business Administration and Accounting from the University of Montana
in 1966 and he maintains a Certified Public Accountant License. From 1965 to
2003 he was a partner in the certified public accounting firm of Jordahl &
Sliter, PLLC. Since August 2003, he has been an employee of Jordahl & Sliter.
Mr. Sliter serves on the boards of numerous non-profit organizations including
NW Healthcare Foundation and Bigfork Community Development Foundation. Mr.
Sliter brings to the Board broad ranging expertise on a wide variety of lending
and tax matters. Mr. Sliter's experience as a director of numerous public and
civic organizations is also valuable to the Board in connection with the
Company's civic involvement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
NOMINEES TO THE BOARD.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE GUIDELINES

The Board of Directors is committed to good business practices,
transparency in financial reporting and high standards of corporate governance.
Glacier operates within a comprehensive plan of corporate governance for the
purpose of defining responsibilities, setting high standards of professional and
personal conduct and assuring compliance with such responsibilities and
standards. Glacier regularly monitors developments in the area of corporate
governance. The Board periodically reviews Glacier's governance policies and
practices against those suggested by various groups or authorities active in
corporate governance and practices of other companies, as well as the
requirements of the related SEC rules and the listing standards of The NASDAQ
Global Select Stock Market ("NASDAQ").

BOARD LEADERSHIP STRUCTURE

The Board of Directors is committed to maintaining an independent Board. In
that context, it has been the practice of Glacier to separate the duties of
Chairman and Chief Executive Officer. In keeping with good corporate governance
practices, at this time the Board believes that the separation of duties of
Chairman and Chief Executive Officer eliminates any inherent conflict of
interest that may arise when the roles are combined, and that a non-employee
director who is not serving as an executive of Glacier can best provide the
necessary leadership and objectivity required as Chairman.

DIRECTOR QUALIFICATIONS

The Board of Directors believes that it is necessary for each of Glacier's
directors to possess many qualities and skills. All of our directors bring to
our Board a wealth of leadership experience derived from their service in a
variety of professional and executive positions and extensive board experience.

The Nominating/Corporate Governance Committee is responsible for the
oversight and nomination process for director nominees. The Committee has not
historically adopted formal director qualification standards for
Committee-recommended nominees. However, the Committee annually reviews the
experience, qualifications, attributes and skills of each director and nominee
as part of its evaluation as to whether these are the right individuals to serve
on Glacier's Board to help Glacier successfully meet its long-term strategic
plans. Because each director of Glacier must be re-elected annually, the
Committee has an annual opportunity to assess these factors and, if appropriate,
determine not to re-nominate any director. A more detailed discussion regarding
the considerations given by the Committee when considering director nominees is
set forth below in the section entitled "Nominating/Corporate Governance
Committee."

The director biographical information set forth above in the section
entitled "Election of Directors" summarizes the experience, qualifications,
attributes and skills that Glacier believes qualifies each director to serve on
the Board.

CODE OF ETHICS AND CORPORATE GOVERNANCE DOCUMENTS

Glacier adopted a Code of Ethics for Senior Financial Officers, which
applies to its principal executive officer, principal financial officer,
principal accounting officer or controller, and any persons performing similar
functions.

You can access Glacier's current Code of Ethics for Senior Financial
Officers, its Audit, Compensation and Nominating/Corporate Governance Committee
charters and its Corporate Governance Policy by visiting the Company's Website
and clicking on the Corporate Governance link on the Company's home page at
www.glacierbancorp.com, or by writing to: LeeAnn Wardinsky, Corporate Secretary,
49 Commons Loop, Kalispell, Montana, 59901.

DIRECTOR INDEPENDENCE

With the assistance of legal counsel to the Company, the
Nominating/Corporate Governance Committee has reviewed the applicable legal
standards for Board and Board committee member independence. The Committee has
also reviewed a summary of the answers to annual questionnaires completed by
each of the directors, which also included any potential director-affiliated
transactions.

The Board then analyzed the independence of each director and nominee and
determined that the

following members of the Board meet the standards regarding "independence"
required by applicable law, regulation and NASDAQ listing standards, and that
each such director is free of relationships that would interfere with the
individual exercise of independent judgment. In determining the independence of
each director, the Board considered many factors, including any loans to the
directors, each of which were made on the same terms as comparable transactions
made with other persons. Such arrangements are discussed in detail under
"Transactions with Management."

Based on these standards, the Board determined that each of the following
non-employee directors is independent:

James M. English
Allen J. Fetscher
Dallas I. Herron
Craig A. Langel
L. Peter Larson
Douglas J. McBride
John W. Murdoch

Based on the standards described above, the Board determined that Michael
J. Blodnick and Jon W. Hippler, each of whom serves as an executive officer of
Glacier or one of its bank subsidiaries, and Everit A. Sliter, whose firm
provides accounting services to the Company, are not independent.

Mr. Sliter served on the Compensation and Nominating/Corporate Governance
Committees and was Chair of the Audit Committee during 2009. The public
accounting firm of Jordahl & Sliter assists Glacier in certain accounting
matters not involving the review or preparation of the Company's financial
statements. Mr. Sliter is a former partner of Jordahl & Sliter (until 2003) and
is a current employee of the firm. Mr. Sliter's son is a current partner of the
firm. Applicable NASDAQ rules restrict the amount that may be paid to a firm
affiliated with a director for the director to be deemed "independent." Late in
2009, it was determined that the amount billed to Glacier by Jordahl & Sliter
during 2009 exceeded the amount allowed under NASDAQ independence rules. As a
result, Mr. Sliter is no longer considered an "independent director" and, as
required by applicable SEC, NASDAQ and IRS rules, stepped down from these
respective committees. A more detailed discussion regarding the transaction
between the Company and Jordahl & Sliter is set forth in the section entitled
"Transactions with Management."

STOCK OWNERSHIP GUIDELINES

The Board of Directors has approved stock ownership guidelines for its
members, which are intended to help closely align the financial interests of
directors with those of Glacier's shareholders. Within two years after they are
first appointed or elected to the Board, directors are required to own shares of
Glacier common stock with a market value of at least $100,000. All of the
current Glacier directors have exceeded this ownership requirement.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Company and the Board welcome communication from shareholders and other
interested parties. Communications may be made by writing to the Chairman of the
Board, c/o the Corporate Secretary, Glacier Bancorp, Inc., 49 Commons Loop,
Kalispell, Montana 59901. A copy of any such written communication will also be
sent to our CEO. If the Chairman and the CEO determine that such communication
is relevant to and consistent with Glacier's operations and policies, such
communication will be forwarded to the entire Board for review and
consideration.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board met 18 times during the fiscal year. Each director attended at
least 75% of the

meetings of the Board and of the committees on which he served.
Glacier encourages, but does not require the directors to attend Annual
Shareholder Meetings. Last year, all of our directors attended the Annual
Shareholder Meeting.

BOARD AUTHORITY FOR RISK OVERSIGHT

The Board has the ultimate authority and responsibility for overseeing risk
management at Glacier. Some aspects of risk oversight are fulfilled at the full
Board level. For example, the Board regularly receives reports from management;
specifically from enterprise risk management on numerous risk components that
impact the operations and reputation of the Company. The Board delegates other
aspects of its risk oversight function to its committees. The Audit Committee
oversees financial, accounting and internal control risk management. The head of
the Company's internal audit function reports directly to the Audit Committee.
The executive officers regularly report directly to the entire Board and to
appropriate Board committees with respect to the risks they are responsible for
managing.

The Compensation Committee oversees the management of risks that may be
posed by the Company's compensation practices and programs. As part of this
process, the Compensation Committee is responsible for analyzing the
compensation policies and practices for all employees, not just executive
management. In its review of these policies and practices, the Compensation
Committee has determined that the current policies and practices do not create
or encourage employees to take risks that are reasonably likely to have a
material adverse effect on the Company.

COMMITTEE MEMBERSHIP

The Board has established, among others, an Audit Committee, a Compensation
Committee and a Nominating/Corporate Governance Committee.

The following table shows the membership of these committees.

NAME AUDIT COMPENSATION NOMINATING
---- ----- ------------ ----------

James M. English [X] [X] [X]
Allen J. Fetscher [ ] [X]* [X]
Dallas I. Herron [X] [X] [X]
Craig A. Langel** [X]* [X] [X]
L. Peter Larson [X] [X] [X]*
Douglas J. McBride [X] [X] [X]
John W. Murdoch [X] [X] [X]
Everit A. Sliter** [X]* [X] [X]

* Committee Chair

** Mr. Sliter served on these respective committees until his resignation,
effective November 24, 2009. Mr. Langel was appointed Chair to the Audit
Committee following Mr. Sliter's resignation.

Audit Committee. During the fiscal year ended December 31, 2009, the Audit
Committee was comprised of seven directors. Mr. Sliter served as the Chairman of
the Audit Committee (and also qualified as an "audit committee financial
expert") until his resignation, leaving the Audit Committee with six members,
each of whom is considered "independent" as defined by NASDAQ listing standards
and applicable SEC rules. Mr. Langel qualifies as an "audit committee financial
expert" under SEC rules.

The Audit Committee operates under a formal written charter adopted by the
Board. As part of its periodic review of audit committee-related matters, the
Audit Committee has received updates on the relevant requirements of applicable
SEC rules and the corporate governance listing standards of NASDAQ.

The Audit Committee is responsible for the oversight of the quality and
integrity of Glacier's financial statements, its compliance with legal and
regulatory requirements, the qualifications and independence of its independent
auditors, the performance of its internal audit function and independent
auditors and other significant financial matters. In discharging its duties, the
Audit Committee is expected to, among other things:

- have the sole authority to appoint, retain, compensate, oversee,
evaluate and replace the independent auditors;

- review and approve the engagement of Glacier's independent auditors to
perform audit and non-audit services and related fees;

- meet independently with Glacier's internal auditing department,
independent auditors and senior management;

- review the integrity of Glacier's financial reporting process;

- review Glacier's financial reports and disclosures submitted to Bank
regulatory authorities;

- maintain procedures for the receipt, retention and treatment of
complaints regarding financial matters; and

- review and approve related person transactions.

The Audit Committee held 16 meetings during 2009.

Compensation Committee. During the fiscal year ended December 31, 2009, the
Compensation Committee was comprised of eight directors. As discussed above,
upon the determination that he was no longer independent under applicable rules,
Mr. Sliter resigned from the Compensation Committee effective November 24, 2009,
leaving the Compensation Committee with seven members, each of whom are
considered "independent" as defined by NASDAQ listing standards and applicable
SEC and IRS rules. The Compensation Committee reviews the performance of the
Company's Chief Executive Officer and other key employees and determines,
approves and reports to the Board on the elements of their compensation and
long-term equity based incentives. In determining the CEO's compensation, the
Compensation Committee evaluates several performance factors, including the
Company's financial results, levels of compensation of peer financial
institutions and the report of our compensation consultants, Watson-Wyatt. In
2005, the Compensation Committee independently retained Watson Wyatt to assist
the Compensation Committee in its deliberations regarding executive
compensation. The mandate of the consultant was to work for the Compensation
Committee in its review of executive compensation practices, including designing
our long-term incentive program. Although the Compensation Committee has not
subsequently retained Watson Wyatt to review the performance of the Company's
Chief Executive Officer and other key employees, however, it continues to
consider the suggestions made in 2005 and has incorporated those suggestions
into its compensation analysis in subsequent years. A complete description of
the executive compensation process is described in the "Compensation Discussion
and Analysis."

In addition, the Compensation Committee:

- recommends, if appropriate, new employee benefit plans to the Board of
Directors;

- reviews all employee benefit plans;

- makes determinations in connection with compensation matters as may be
necessary or advisable; and

- recommends, if appropriate, revisions to the compensation and benefit
arrangements for directors.

The Compensation Committee operates under a formal written charter. The
Compensation Committee met twice during the year for the purposes of reviewing
salary and incentive compensation for the Chief Executive Officer and certain
other executive officers, and reviewing and recommending to the full Board the
grant of stock awards for executive officers.

Nominating/Corporate Governance Committee. During the fiscal year ended
December 31, 2009, the Nominating/Corporate Governance Committee ("Nominating
Committee") was comprised of eight directors. As discussed above, upon the
determination that he was no longer independent under applicable rules, Mr.
Sliter resigned from the Nominating Committee effective November 24, 2009,
leaving the Nominating Committee with seven members, each of whom is considered
"independent" as defined by NASDAQ listing standards. The Nominating Committee
is responsible for nominating a slate of directors for election at Glacier's
annual meeting and appointing directors to fill vacancies as they occur. It is
also responsible for (i) considering management succession plans, the
appropriate Board size and committee structure and appointments; and (ii)
developing and reviewing corporate governance principles applicable to Glacier
and its subsidiaries, including its Corporate Governance Policy, in light of
emerging standards and best practices and the needs of Glacier and its
shareholders, and make such recommendations to the full Board as the Nominating
Committee considers appropriate. The Nominating Committee operates under a
formal written charter approved by the Board. The Nominating Committee met seven
times during 2009.

The Nominating Committee will consider nominees recommended by
shareholders, if the recommendations are made in accordance with the procedures
described in this Proxy Statement under "Shareholder Proposals and Director
Nominations."

In deciding whether to recommend incumbent directors for re-nomination, the
Nominating Committee evaluates Glacier's evolving needs, and assesses the
effectiveness and contributions of its existing directors. The Nominating
Committee is authorized to establish guidelines for the qualification,
evaluation and selection of new directors to serve on the Board. The Nominating
Committee has not adopted, nor does it anticipate adopting, specific
qualifications for Nominating Committee recommended nominees, nor has the
Nominating Committee adopted a formal policy relating to Board diversity,
although the Nominating Committee and Board value a diversity of backgrounds,
professional experience and skills among directors. The Nominating Committee
will instead evaluate each nominee on a case-by-case basis, including assessment
of each nominee's business experience and special skills. The Nominating
Committee will also evaluate whether a nominee's skills are complementary to
existing Board members' skills, and the Board's need for operational,
management, financial, technological or other expertise.

COMPENSATION OF DIRECTORS

The Compensation Committee has authority over director compensation subject
to the Board's authority to approve changes. Our directors receive compensation
in the form of cash and, as applicable,

awards in the form of restricted stock or stock options. Glacier does not pay
directors who are also employees of the Company additional compensation for
their service as directors.

The following table shows compensation paid or accrued for the last fiscal
year to Glacier's non-employee directors. Neither Mr. Blodnick nor Mr. Hippler
is included in the table as they are employees of Glacier or a subsidiary and
thus receive no compensation for their services as a director. The footnotes to
the table describe the details of each form of compensation paid to directors.

2009 DIRECTOR COMPENSATION TABLE

Fees Earned
or Paid Option
in Cash Awards Total
Name ($) ($) ($)
(a) (b)(1) (c)(2) (e)
------------------ ----------- ------ -------

James M. English $39,570 $6,383 $45,953
Allen J. Fetscher 44,695 6,383 51,078
Dallas I. Herron 24,720 6,383 31,103
Craig A. Langel 24,820 6,383 31,203
L. Peter Larson 28,029 6,383 34,412
Douglas J. McBride 37,220 6,383 43,603
John W. Murdoch 33,820 6,383 40,203
Everit A. Sliter 60,129 6,383 66,512

----------
(1) Directors are paid an annual retainer of $24,720 and receive additional
compensation for services performed as committee members. Messrs. English,
Fetscher, McBride, and Sliter also receive compensation as directors of
Glacier's subsidiary banks. Amount includes Board and committee fees earned
or deferred in 2009. Mr. Murdoch received compensation as a director of
Glacier's subsidiary bank Big Sky Western Bank until his resignation in
February 2010.

(2) Represents the grant date fair value of option awards granted to each
director in 2009 based on the price of Glacier's common stock at the close
of business on January 28, 2009, the date in which the option award was
granted. The amounts reported for 2009 reflect a change in SEC rules, which
formerly required reporting the aggregate expense recognized during the
year for all equity awards, including awards granted in prior years.

At fiscal year end, the non-employee directors had in the aggregate
outstanding stock option awards to purchase shares of the Company as
follows: Mr. English 13,347 shares; Mr. Fetscher 13,347 shares; Mr. Herron
5,565 shares; Mr. Langel 9,625 shares; Mr. Larson 13,347 shares; Dr.
McBride 7,750 shares; Mr. Murdoch 11,025 shares; and Mr. Sliter 13,347
shares.

2009 DIRECTOR COMPENSATION

In 2008 the Compensation Committee recommended and the Board approved an
increase in directors' fees based upon recommendations made by Watson Wyatt in
2005. The new fee schedule provided for an increase in the annual retainer (to
$28,000), equity awards (to $17,000) and committee chairpersons' fees (to $3,000
for committee chairs and $7,000 for the Board chair). The fee increase was to
become effective on

January 1, 2009. Because of changes since early 2008 in the banking environment,
the Board has indefinitely suspended the increase in directors' fees. The annual
retainer was increased, however, by 3% in accordance with Company-wide
compensation adjustments.

CASH COMPENSATION

Non-employee directors of Glacier are paid an annual retainer of $24,720 as
compensation for their services as director. Chairs of the Audit, Compensation
and Nominating/Corporate Governance Committees receive an additional retainer of
$1,200, and the Chairman of Board receives an additional retainer of $5,562.
Non-employee directors may elect to defer the receipt of meeting and/or director
fees in accordance with the terms of Glacier's Deferred Compensation Plan, the
material terms of which are described under the section "Executive Compensation
-- Deferred Compensation Plan."

EQUITY COMPENSATION

Directors' Stock Option Plan. Glacier previously maintained a Directors'
Stock Option Plan ("Director Plan") for non-employee directors. Under the
Director Plan, a set number of shares of common stock were reserved for issuance
upon the exercise of nonqualified stock options granted to non-employee
directors of the Company and each of the Company's subsidiary banks.
Nonqualified options allow a director to purchase shares of common stock at a
price equal to the fair market value (closing price) of the common stock on the
date of grant. Each option granted under the Director Plan vests six months
following the date of grant and expires upon the earlier of five years following
the date of grant or three years following the date the optionee ceases to be a
director, except in the event of death, in which case the period is one year
from the date of death.

The Director Plan expired in March 2009. Although no new options may be
issued under the Director Plan, there are previously granted but unexercised
options outstanding under the plan. Glacier's 2005 Stock Incentive Plan provides
for the grant of equity awards to directors. Accordingly, Glacier determined not
to renew the Director Plan when it expired, and will make subsequent grants to
directors under the 2005 Stock Incentive Plan.

EXECUTIVE COMPENSATION

The following section describes the compensation that Glacier pays its
Chief Executive Officer, Chief Financial Officer, and each other executive
officer who in 2009 earned total compensation exceeding $100,000 (the "Named
Executive Officers"), consisting of the following persons:

- Michael J. Blodnick, President and Chief Executive Officer and a
Glacier Director

- Ron J. Copher, Senior Vice President and Chief Financial Officer

- Don J. Chery, Executive Vice President and Chief Administrative
Officer

- Jon W. Hippler, Chief Executive Officer of Mountain West Bank and a
Glacier Director

Glacier has only four Named Executive Officers rather than five, as
typically disclosed under SEC rules, because Glacier has only three executive
officers and only one executive of a subsidiary who performs a policy-making
function for Glacier.

This section includes:

- Compensation Discussion and Analysis ("CD&A");

- Summary Compensation Table and other tables detailing the compensation
of the Named Executive Officers;

- Report of Compensation Committee; and

- Narrative disclosure about various compensation plans and arrangements
and post-employment and termination benefits payable to the Named
Executive Officers.

COMPENSATION DISCUSSION AND ANALYSIS

The Board has established a Compensation Committee which is responsible for
planning, establishing, and monitoring overall compliance with our compensation
policies. The Compensation Committee consists only of independent non-employee
directors and operates under a written charter approved by the Board.

EXECUTIVE COMPENSATION PHILOSOPHY

The quality of our employees, including our executive team, is critical to
executing our community banking philosophy, emphasizing personalized service
combined with the full resources of a larger banking organization. To meet our
primary goal of attracting, retaining and incentivizing highly-qualified
executives and employees within the context of our corporate culture, our
compensation programs are designed with the following principles in mind:

- We are committed to providing effective compensation and benefit
programs that are competitive within our industry and with other
relevant organizations with whom Glacier and our banking subsidiaries
compete for employees.

- Our programs are designed to encourage and reward behaviors that
ultimately contribute to the achievement of organizational goals.

- Pay programs and practices reinforce our commitment to providing a
work environment that promotes respect, teamwork, and individual
growth opportunities.

Consistent with this overall philosophy, we have designed our compensation
programs to be relatively straightforward and transparent to shareholders, while
providing benefits attractive enough to attract, retain and motivate highly
qualified employees. The principal components of our compensation package for
executives are:

- Base salary

- Annual incentive bonus

- Long-term incentives - equity grants

- Retirement, termination and change of control benefits

- Other general employee benefits

The Compensation Committee designs our overall compensation program and
makes decisions regarding individual executive compensation, in the content of a
"total compensation policy" that takes into account the overall package of
compensation benefits provided to each executive. Except as described below, we
have not adopted any specific policies or guidelines for allocating compensation
between short-term and long-term incentives or between cash and non-cash
compensation. However, our philosophy is to tie a significant percentage of an
executive's compensation to the achievement of Company financial and performance
goals and the Company's stock price performance. Accordingly, base salaries are
set at competitive levels, with an opportunity for each executive to be
well-rewarded through the annual incentive bonus and stock option grants if
Glacier meets its performance objectives.

PROCESS FOR DETERMINING COMPENSATION

The Compensation Committee typically meets at least annually to perform a
strategic review of our executive officers' overall compensation packages,
including determination of awards for the past fiscal year based on satisfaction
of previously established performance objectives, and adjustment of base
salaries, establishment of target bonuses and performance objectives and
granting of stock options for the current fiscal year. Among other things, the
Compensation Committee evaluates total executive compensation and the role of
various elements of compensation within that total.

Our Chief Executive Officer performs an annual performance review for
executive officers of the Company and subsidiary bank presidents and provides a
recommendation to the Committee regarding base salary and bonus targets for each
other executive officer, which the Committee has discretion to approve or
modify. The Compensation Committee then submits a recommendation regarding
compensation for all executive officers to the Board for approval. The
Compensation Committee meets separately on an annual basis with our Chief
Executive Officer to determine his compensation.

In 2005, the Compensation Committee retained Watson-Wyatt, a multi-national
employee benefits consulting firm, to have them help design a new long-term
incentive program and to review compensation levels throughout the Company. We
did not engage Watson-Wyatt for 2009 for executive compensation, but the
Compensation Committee still considered the recommendations made by Watson-Wyatt
in 2005 in determining the compensation packages for executives in 2009. In
addition, the Compensation Committee also compares executive compensation levels
against a peer group of publicly-traded financial companies (the "Compensation
Peer Group"). The Compensation Peer Group is periodically updated by the
Compensation Committee and consists of companies which the Committee believes
are comparable in size to the Company and with whom we may compete against in
limited geographic situations. The Compensation Peer Group for 2009 is in
footnote 1. The Compensation Committee believes that we compete with all of the
Compensation Peer Group for the recruiting and retention of executives. Although
the Compensation Committee does not specifically target total

compensation at any specific total benchmark among the Compensation Peer Group,
it does consider comparative compensation levels in assessing overall
compensation.

DISCUSSION OF EXECUTIVE COMPENSATION COMPONENTS

Base Salary

We provide executives and other employees with a base salary to compensate
them for services rendered during the year. Base salary ranges for executives
are determined for each position based on market data. Base salary is designed
so that the salary opportunities for a given position will be between 75% and
125% of the midpoint of the established range, depending upon, among other
things, the executive's experience and the relative market demand for the skill
set needed to fulfill responsibilities of the position. In its review of base
salaries for executives, the Compensation Committee considers:

- Internal review of salary range based on available market data;

- Market data provided by consultants;

- Internal review relative to others within the Company;

- Individual performance; and

- The experience and qualifications of each individual.

Salary levels are reviewed annually as part of the executive performance
review and at the time of changes in job responsibility or promotion.

Annual Incentive Bonus

Performance-based bonuses comprise a significant component of the overall
compensation package for each executive officer. The annual bonus of each
executive officer, other than the Chief Executive Officer, Chief Financial
Officer and Chief Administrative Officer, is contingent upon satisfaction of
both quantifiable and nonquantifiable performance measures established by the
Compensation Committee, with the nonquantifiable component typically limited to
no more than 5% of the overall bonus. The quantifiable measures are established
at the beginning of each fiscal year and can be monitored by us and the
executive throughout the year. These performance measures are tracked and
evaluated as follows:

- For each quantifiable performance measure selected, three levels of
goals are defined to determine the amount of incentive that will be
paid.

- Acceptable - At or below this level of performance, no incentive
values are payable.

- Expected - At this level of performance, 100% of target incentive
values are payable.

- Outstanding - At this level of performance, 200% of target
incentive values are payable.

- For each non-quantifiable performance measures, discretionary judgment
is applied across a spectrum ranging from minimally acceptable to
clearly outstanding.

The types of performance measures, the target performance measure levels
and the weighting of each performance measure is predetermined at the beginning
of each fiscal year with weights typically ranging from 5% to 25%. Performance
measures include Earnings Growth, Deposit Growth, Asset

Quality, Loan Growth, Holding Company Performance, regulatory performance and
others as needed, and are based on the performance of the bank at which the
executive serves.

Chief Executive Officer. In setting compensation for the Chief Executive
Officer, the Compensation Committee relies heavily on the financial performance
of Glacier and the subsidiary banks. Consistent with our performance-based
philosophy, incentive compensation is a significant component in determining his
overall total compensation. While other executive bonuses are based on formulas
determined by the Compensation Committee, the bonus for the Chief Executive
Officer is a separate process tied to subjective, as well as objective factors.

To determine the annual incentive bonus for our Chief Executive Officer,
the Committee considers our financial performance as compared to our
Compensation Peer Group as well as his achievement of individual objectives and
accomplishments. In addition, the Compensation Committee considers other
measures such as:

- credit quality;

- effective communication of our overall goals and objectives to
employees;

- regulatory performance;

- continued growth of the Company, both internal and through
acquisitions; and

- continuation of good shareholder relations.

Although the Compensation Committee does not, in determining the
compensation package for our Chief Executive Officer, rely upon the multiple of
that compensation package compared to those of the other Named Executive
Officers, the Compensation Committee did note that the multiple of his total
compensation to the average total compensation of such other executive officers
is 1.3.

Chief Financial Officer. Our Chief Executive Officer typically makes a
recommendation to the Committee with respect to the base salary and bonus for
our Chief Financial Officer. This recommendation is based on a variety of
objective and subjective factors, including the same Company performance factors
listed above for other Named Executive Officers as well as individual
performance.

Chief Administrative Officer. Our Chief Executive Officer typically makes a
recommendation to the Committee with respect to the base salary and bonus for
our Chief Administrative Officer. This recommendation is based on a variety of
objective and subjective factors, including the same Company performance factors
listed above for other Named Executive Officers as well as individual
performance.

Long-term Incentives - Equity Grants

The compensation package of each executive includes a long-term incentive
component in the form of annual equity grants. We believe stock ownership more
closely aligns executive and Company long-term goals, and in particular provides
an incentive for executives to help build shareholder value. We also believe
this program provides a retentive effect through multi-year vesting and by
enabling executives to share in the benefits of stock price appreciation for up
to five years.

In 2005, the Board adopted, and our shareholders approved, a Stock
Incentive Plan. Each year the Board establishes target levels of stock options
for executive officers, other management positions and employees generally.
Following year end, we award stock options at levels that are either below, at
or

above the target levels. The levels are based on the Company's achievement of
predetermined goals based on three-year average return on average equity, which
we believe is a very important criterion in measuring our success and the
performance of our executives.

Retirement Benefits

As part of our "total compensation policy" we offer executives the
opportunity to participate in both a tax-deferred compensation plan and a
Supplemental Executive Retirement Plan (the "SERP"). The deferred compensation
plan allows certain Company and bank executives to defer a portion of their
salary and bonus and thereby defer tax payable on that income. Members of the
Board are also entitled to participate in the SERP. The SERP is intended to
supplement payments due to participants upon retirement under our other
qualified plans. Participation in these plans is elective.

Termination and Change of Control Benefits

As an additional part of our "total compensation policy" we have entered
into employment contracts with certain executive officers that allow for
continuation of current base salary upon termination without cause, or upon
termination following a change in control of the Company. These agreements
provide for payments ranging from one times annual base salary to 2.99 times
annual base salary. These arrangements are intended to retain our executives who
could have other job alternatives that may appear to them to be less risky
absent these arrangements.

All of our change in control arrangements are "double trigger," meaning
that benefits are not awarded upon a change of control unless the executive's
employment is terminated within a specified period of time following the
transaction. We believe this structure strikes a balance between the incentives
and the executive retention effects described above, without providing these
benefits to executives who continue to enjoy employment with an acquiring
company in the event of a change of control transaction.

The terms of these plans are described under the heading "Post Employment
and Termination Benefits" beginning on page 23. That section also contains
tables showing the amounts that the executive officers would have received if
their employment was terminated at fiscal year-end in connection with a change
in control.

Other General Employee Benefits

Executive officers are eligible to participate in all employee benefit
plans that are available to eligible employees generally, including health
insurance, life and disability insurance, 401(k) matching contributions, and
profit sharing.

2009 EXECUTIVE COMPENSATION

This year, as we have in past years (except for 2005, when we retained
Watson-Wyatt), we compared our executive compensation levels against a
Compensation Peer Group(1). The 2009

----------
(1) The Compensation Peer Group for 2009 consisted of the following 20
companies: SVB Financial Group, 1st Source Corporation, CVB Financial
Corp., Capital Bancorp Ltd., Community Bank Systems, Inc., Sterling
Bancshares, Inc., WesBanco, Inc., Oriental Financial Group, Inc. Taylor
Capital Group, Inc., S&T Bancorp, Inc., Hancock Holding Company,
Westamerican Bancorporation, PrivateBancorp, Inc., Sandy Spring Bancorp,
Inc., Frontier Financial Corporation, Banner Corporation, Integra Bank
Corporations, Heartland Financial USA, Inc., Chemical Financial
Corporation, and Western Alliance Bancorporation.

Compensation Peer Group was adjusted from the previous year to better
reflect institutions of comparable size a high level of performance
comparable to Glacier.

2009 Base Salary

We increased the 2009 base salary of Mr. Blodnick by 3% from his base
salary for 2008. Based on its analysis of the performance factors described
above, the Committee recommended an increase in Mr. Blodnick's base salary in
excess of the amount by which his salary was actually increased, but Mr.
Blodnick declined to accept the full recommended increase. Mr. Blodnick's base
salary remained at approximately 71% of the level of the average base salary for
chief executive officers among the Compensation Peer Group.

Mr. Copher's 2009 base salary was increased by 3% from his base salary for
2008.

Mr. Chery's 2009 base salary was increased by approximately 3% from his
base salary for 2008. Mr. Chery was appointed to his current positions with
Glacier effective August 27, 2007. Prior to that date he served as President of
Big Sky Western Bank.

Mr. Hippler's 2009 base salary was increased by approximately 3% from his
base salary for 2008. Mr. Hippler's base salary for 2009 was determined by, and
paid by, Mountain West Bank, of which Mr. Hippler has served as CEO since its
formation in 1993 and served as President until May 2008.

2009 Annual Incentive Bonus

The Chief Executive Officer's bonus is based on the Committee's
determination that our Chief Executive Officer has met the performance measures
for 2009 with an outstanding level of performance. Our financial results are
evidenced by our performance relative to our Compensation Peer Group. In this
group, Glacier Bancorp, Inc. was 3rd in Return on Average Assets, 4th in Return
of Average Equity and 2nd in total return over the past five years. We
maintained a strong level of credit quality through 2009, and the percentage of
loans which were past due is substantially below our peer group. In addition,
our Chief Executive Officer led the acquisition of First National Bank & Trust
in Wyoming during 2009. The Committee also considered our Chief Executive's
efforts in helping to maintain strong shareholder relations. The Committee also
recognized that the base salary of our Chief Executive Officer is approximately
71% of the average base salary for chief executive officers among our peer
group. Based upon its evaluation of Mr. Blodnick's performance during 2009, and
in light of his comparatively low base salary, the Committee recommended a
bonus, but Mr. Blodnick declined to accept a bonus.

Messrs. Chery and Copher also declined bonuses for 2009.

Mr. Hippler received a bonus in 2009 of $53,504, or approximately 21% of
his base salary. Such bonus was based on the performance of Mr. Hippler's bank
during 2008 relative to pre-established performance targets as set by the
Committee for Glacier's subsidiary banks generally. Mr. Hippler did not receive
a bonus for 2009.

Frontier Financial Corporation, Banner Corporation, Integra Bank Corporations,
Heartland Financial USA, Inc., Chemical Financial Corporation, and Western
Alliance Bancorporation.

Long-term Incentives

The Committee established the following targets for option grants to our
executive officers during 2009:

Objective (3 Yr. ROE)
----------------------------------------
Position 10% 12% 14% 16% 18%
-------- ----- ----- ------ ------ ------

CEO 3,750 7,500 11,250 15,000 18,750
CFO and CAO 2,000 4,000 6,000 8,000 10,000
President, Subsidiary Banks >$500 million 2,000 4,000 6,000 8,000 10,000

Our long-term incentive (stock option) grants to executive officers are
based on the Company's achievement of specified levels of three-year average
return on equity ("ROE") as set by the Committee each year. The three-year
average ROE applicable to performance during 2009 (the years 2006, 2007 and
2008) exceeded the 12% level, but did not reach the 14% level. Accordingly, in
January 2009, our executive officers received long-term incentive grants at the
levels indicated under the "12% level" in the table above. As a result, Mr.
Blodnick was granted options for 7,500 shares, Messrs. Hippler, Copher and Chery
were granted options for 4,000 shares each.

As noted above, our stock option program is broad-based. During 2009, we
granted stock options to purchase an aggregate of 438,145 shares overall, with
19,500 of these shares (or 4.4%) granted to Named Executive Officers.

Tax Considerations

Under federal income tax law, a public company may not deduct
non-performance based compensation in excess of $1 million paid to its chief
executive officer or any of its other three highest-paid executive officers
(excluding the Chief Financial Officer). No executive officer of Glacier
received non-performance based compensation in excess of this limit in fiscal
2009. The Compensation Committee currently intends to continue to manage
Glacier's executive compensation program in a manner that will maximize federal
income tax deductions. However, the Compensation Committee may from time to time
exercise its discretion to award compensation that may not be deductible under
Section 162(m) of the Internal Revenue Code when in its judgment such award
would be appropriate to achieve Glacier's compensation objectives and otherwise
in the best interests of the Company.

In addition, the change in control provisions described in the section
entitled "Executive Compensation" are designed to reduce the amounts payable
that otherwise would be subject to an excise tax applicable to payments known as
"excess golden parachute payments" as defined under Section 280G of the Internal
Revenue Code.

REPORT OF COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors makes the following
report which, notwithstanding anything to the contrary set forth in any of the
Company's filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934, will not be incorporated by reference into any such filings and
will not otherwise be deemed to be proxy soliciting materials or to be filed
under such Acts.

The Compensation Committee of the Company has reviewed and discussed the
Compensation Discussion and Analysis ("CD&A") as required by Item 402(b) of
Regulation S-K with management, and, based on that review and those discussions,
the Compensation Committee recommended to the Board that the CD&A be included as
part of this Proxy Statement and 2009 Annual 10-K Report.

COMPENSATION COMMITTEE MEMBERS

Allen J. Fetscher (Chairperson) - James M. English - Craig A. Langel -
Dallas I. Herron L. Peter Larson - Douglas J. McBride - John W. Murdoch

COMPENSATION TABLES

The table on the following page shows compensation paid or accrued for the
last three fiscal years to the following Named Executive Officers.

SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Nonqualified
Deferred
Option Compensation All Other
Name and Principal Salary Bonus Awards Earnings Compensation Total
Position Year ($) ($) ($) ($) ($) ($)
(a) (b) (c) (d)(1) (e)(2) (f)(3) (g)(4)(5) (h)
------------------------ ---- -------- -------- ------- ------------ ------------ --------

Michael J. Blodnick 2009 $346,662 $ 0 $31,913 $ 6,812 $26,024 $411,410
President and CEO 2008 324,450 0 40,073 46,220 26,541 437,284
2007 314,423 150,000 75,870 74,952 29,530 644,775
Ron J. Copher, 2009 $209,098 $ 0 $17,020 $ 0 $19,390 $245,508
Senior Vice President 2008 195,700 35,000 21,372 1,403 23,858 277,333
and CFO 2007 190,000 60,500 40,464 0 47,700 338,664
Don J. Chery, 2009 $209,098 $ 0 $17,020 $ 0 $19,637 $245,755
Executive Vice 2008 195,700 25,000 21,372 4 24,444 266,520
President and Chief 2007 171,073 54,818 25,290 0 24,285 275,466
Administrative
Officer
Jon W. Hippler, 2009 $273,800 $ 53,504 $17,020 $ 4,074 $25,643 $374,041
President, Mountain 2008 256,256 67,045 21,372 10,477 30,708 385,858
West Bank 2007 230,834 91,849 40,464 11,617 35,258 410,022

----------
(1) Includes $13,376 deferred by Mr. Hippler in 2009 and $13,409 in 2008
pursuant to the Company's Deferred Compensation Plan, the material terms of
which are described below under "Deferred Compensation Plan."

(2) The amount reflects the grant date fair value of the option awards based on
the price of Glacier's common stock at the close of business on January 28,
2009 ($15.37). The amounts reported reflect a change in SEC rules, which
formerly required reporting the aggregate expense recognized during the
year for all equity awards, including awards granted in prior years.
Amounts for 2007 and 2008 have been restated in accordance with these
rules. A discussion of the assumptions used in calculating fair value is
included in Note 15 of our 2009 audited financial statements included in
our Form 10-K. The material terms of the option awards are discussed below.
These amounts do not reflect the amounts paid to or realized by the
executive.

(3) Represents amounts contributed by Glacier to the Named Executives'
individual accounts under Glacier's Supplemental Executive Retirement Plan
("SERP"), the material terms of which are described below under "Post
Employment and Termination Benefits - Supplemental Executive Retirement
Plan" and above-market earnings on non-qualified deferred compensation
during 2009. Earnings are credited at one-half of the Company' current year
return-on-equity, or 2.50% in 2009.

(4) Amount shown for Mr. Blodnick includes: $6,637 allocated or paid by Glacier
pursuant to the Company's 401(k) matching program; $7,350 allocated or paid
by Glacier pursuant to Glacier's Profit Sharing Plan. Amount shown for Mr.
Copher includes: $6,040 allocated or paid by Glacier pursuant to the
Company's 401(k) matching program; $6,273 allocated or paid by Glacier
pursuant to Glacier's Profit Sharing Plan.

Amount shown for Mr. Chery includes: $6,274 allocated or paid by Glacier
pursuant to the Company's 401(k) matching program; $6,274 allocated or paid
by Glacier pursuant to Glacier's Profit Sharing Plan.

Amount shown for Mr. Hippler includes: $8,214 allocated or paid by Glacier
pursuant to the Company's 401(k) matching program; $7,350 allocated or paid
by Glacier pursuant to Glacier's Profit Sharing Plan.

(5) Does not include amounts attributable to miscellaneous benefits or
perquisites received by the Named Executives. The incremental costs to the
Company of providing such benefits to any individual executive officer
during the year ended December 31, 2009 did not exceed $10,000 in the
aggregate.

2009 GRANTS OF PLAN-BASED AWARDS

The following table provides information on the grant of equity awards
during 2009.

Exercise or Grant Date
All Other Option Awards: Base Price of Fair Value of
Number Securities Under- Option Awards Stock and
Grant lying Options (/Sh) Option Awards
Name Date (#) $ $
(a) (b) (c)(1)(2) (d)(1)(3) (e)(1)(3)
------------------- --------- ------------------------ ------------- -------------

Michael J. Blodnick 1/28/2009 7,500 $15.37 $31,913
Ron J. Copher 1/28/2009 4,000 15.37 17,020
Don J. Chery 1/28/2009 4,000 15.37 17,020
Jon W. Hippler 1/28/2009 4,000 15.37 17,020

----------
(1) Amounts have been adjusted to reflect applicable stock splits and stock
dividends.

(2) Stock options vest on the second anniversary of the date of grant and must
be exercised within five years of the grant date, subject to certain
conditions, as discussed in the section "Executive Compensation - Employee
Stock Plans."

(3) The grant date fair value of the equity awards was based on the price of
Glacier's common stock at the close of business on January 28, 2009; the
date on which the equity awards were granted. A discussion of the
assumptions used in expensing the award values may be found in Note 15 of
our 2009 audited financial statements of our Form 10-K.

2009 OPTION EXERCISES AND STOCK VESTED

Option Awards
-----------------------
Number of
Shares
Acquired Value
on Realized on
Exercise Exercise
Name (#) ($)
(a) (b)(1) (c)(1)
------------------- --------- -----------

Michael J. Blodnick 7,032 $23,417
Ron J. Copher 0 0
Don J. Chery 7,032 21,166
Jon W. Hippler 0 0

----------
(1) The value realized represents the excess of the fair market value of the
shares at the time of exercise over the exercise price of the options (the
closing price of the options on the date of grant). The amounts have been
adjusted to reflect applicable stock splits and stock dividends.

2009 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards
-------------------------------------------------------
Number of
Number of Securities
Securities Underlying Option
Underlying Unexercised Exercise Option
Options Options (#) Price Expiration
Name (#) Exercisable Unexercisable ($) Date
(a) (b)(1) (c)(1) (d)(1) (e)
------------------- --------------- ------------- -------- ----------

Michael J. Blodnick 7,443 $16.67 01/26/2010
22,500 20.96 01/25/2011
15,000 23.47 01/31/2012
11,250(2) 18.19 01/30/2013
7,500(3) 15.37 01/28/2014
Ron J. Copher 15,000 24.40 12/18/2011
8,000 23.47 01/31/2012
18.19 01/30/2013

6,000(2) 15.37 01/28/2014
Don J. Chery 7,443 4,000(3) 16.67 01/26/2010
7,500 20.96 01/25/2011
5,000 23.47 01/31/2012
6,000(2) 18.19 01/30/2013
4,000(3) 15.37 01/28/2014
Jon W. Hippler 12,000 20.96 01/25/2011
8,000 23.47 01/31/2012
6,000(2) 18.19 01/30/2013
4,000(3) 15.37 01/28/2014

----------
(1) As adjusted for subsequent stock splits and stock dividends.

(2) Options became fully vested January 30, 2010.

(3) Options become fully vested January 28, 2011.

EMPLOYEE STOCK PLANS

Glacier has previously maintained an employee stock option plan, including
the 1995 Employee Stock Option Plan ("1995 Plan"), which was approved by the
Board and the shareholders. The 1995 Plan provided for the grant of incentive
and nonqualified stock options, had a term of 10 years, and expired in February
of 2005. Although no options may be issued under the 1995 Plan, the plan has
granted but unexercised options outstanding.

At the 2005 Annual Meeting, shareholders of Glacier approved the 2005 Stock
Incentive Plan ("2005 Plan"), the successor to the 1995 Plan. The 2005 Plan
provides for awards of stock based incentive compensation to eligible employees,
consultants, and directors of the Company or its affiliates. Shares of Glacier
common stock are issuable under the 2005 Plan in the form of stock options,
share appreciation rights, restricted shares, restricted share units and
unrestricted shares, deferred share units, and performance awards.

The 2005 Plan is effective for ten years and limits the grant of shares to
any one eligible individual to a maximum of 562,500 shares during the term of
the 2005 Plan, as well as limiting the number of shares that may be granted in a
form other than stock options and stock appreciation rights. The aggregate
number of shares available for issuance under the 2005 Plan is 2,716,109. All
share amounts have been adjusted for applicable stock splits and stock
dividends.

POST EMPLOYMENT AND TERMINATION BENEFITS

2009 NONQUALIFIED DEFERRED COMPENSATION

Executive Aggregate Aggregate
Contributions Earnings in Balance at
in Last FY Last FY Last FYE
Name ($) ($) ($)
(a) (b)(1) (c)(2) (d)
------------------- ------------- ----------- ----------

Michael J. Blodnick $ 0 $18,656 $764,886
Ron J. Copher 0 0 0

Don J. Chery 0 0 0
Jon W. Hippler 13,376 4,104 168,253

----------
(1) Amounts deferred pursuant to the Deferred Compensation Plan, which are
reported as compensation to each of the Named Executive Officers. The
material terms of the Deferred Compensation Plan are described below.

(2) Earnings on amounts deferred under the Deferred Compensation Plan are
credited at one-half of the Company's current year return-on-equity, or
2.50% in 2009.

Deferred Compensation Plan. Since December 1995, Glacier has maintained a
non-qualified and non-funded deferred compensation plan (the "Deferred Plan")
for directors and key employees. The Deferred Plan permits eligible directors
and officers of the Company to defer certain income that would otherwise be
taxable as earned and paid in the ordinary course. The Deferred Plan was
subsequently amended principally in response to the enactment of Section 409A of
Internal Revenue Code of 1986, and permit participants to elect cash-out
distributions and to make new distribution elections on terms that conform with
the restrictions set forth in Section 409A.

As amended and restated, the Plan permits a designated officer or key
employee to annually defer up to 50% of his or her salary, as well as up to 100%
of any cash bonuses. A non-employee director may elect to have any portion of
his or her director's fees deferred into an account. The restated Deferred Plan
also provides that the post-2004 rate of return on deferred compensation
accounts will equal fifty percent (50%) of the Company's
return-on-average-equity (whether positive or negative) as of December 31 for
such year. This change is expected to limit the Company's future compensation
expense while retaining the Deferred Plan's performance-based nature.

PENSION BENEFITS

Number of Present
Years Value of Payments
Credited Accumulated During Last
Service Benefit Fiscal Year
Name Plan Name (#) ($) ($)
(a) (b)(1) (c)(2) (d)(3) (e)
------------------- --------- --------- ----------- -----------

Michael J. Blodnick SERP N/A $637,737 $0
Ron J. Copher SERP N/A 3,559 0
Don J. Chery SERP N/A 66 0
Jon W. Hippler SERP N/A 63,176 0

----------
(1) The terms of the Supplement Executive Retirement Plan (SERP) are described
below.

(2) There are no minimum service requirements under the SERP.

(3) Based on the amounts accrued through fiscal year 2009, in the event the
executive were to leave employment, each of the Named Executives could
receive a lump sum payment or five annual installments under the SERP,
payable in the following amounts: Mr. Blodnick $127,547; Mr. Copher $712;
Mr. Chery $13; Mr. Hippler $12,635. However, as noted below participants
may alternatively make cash out elections or other distribution elections.

Supplemental Executive Retirement Plan. In December 1995, the Board adopted
a nonqualified and nonfunded SERP for senior executive officers, and entered
into separate SERPs with the executives. The SERP is intended to supplement
payments due to participants upon retirement under the Company's other qualified
plans. In general, the SERP provides that Glacier will credit each participating
executive's account on an annual basis, an amount equal to employer
contributions that would have otherwise been allocated to the executive's
account under the tax-qualified plans were it not for limitations imposed by the
Internal Revenue Service, or participation in the Deferred Plan. Payments under
the SERP could be paid in a lump sum or made in five annual installments upon
the executive leaving employment, the first of which will be paid on the first
day of the second month upon retirement, at age sixty-five, anniversary dates of
sixty-five or separation of service. In the event of a change in control, the
amounts in the

individual SERP accounts will be deposited into a trust, and the Company will
continue to be obligated to provide for the benefits under the SERP. In the
event the executive is terminated for Just Cause (as defined), no benefits will
be payable to the executive under the SERP and all obligations of the Company
with respect to the executive's SERP cease.

In 2005, the SERP was amended to principally mirror those changes described
above for the Company's Deferred Plan, namely permitting participants to make
cash-out elections and new distribution elections, and providing that, for years
after 2004, the account balance for each participant will be credited with a
rate of return that is equal to fifty (50%) of the Company's return-on-average
equity.

EMPLOYMENT ARRANGEMENTS

Below are summaries of certain agreements between executive officers listed
in the compensation table and the Company or its subsidiaries. These summaries
are qualified in their entirety by the individual agreements which are filed as
exhibits to our 2009 Form 10-K.

Michael J. Blodnick Employment Agreement. During calendar year 2009, Mr.
Blodnick's employment was governed by an employment agreement that became
effective January 1, 2009. The agreement terminated December 31, 2009 and a new
agreement was entered into effective January 1, 2010. Mr. Blodnick's agreement
provides that his annual salary for 2010 be retained at the 2009 level
(currently $334,183), with subsequent increases subject to the recommendation of
the Compensation Committee and the Board's review of Mr. Blodnick's compensation
and performance. Incentive compensation is to be determined by the Board, as
recommended by the Compensation Committee, and any bonus will be payable not
later than January 31 of the year following the year in which the bonus is
earned. If Mr. Blodnick's employment is terminated by the Company without cause
(as defined) or by Mr. Blodnick for good reason (as defined) during the term of
the agreement, Mr. Blodnick will receive a payment having a present value equal
to the compensation and other benefits to which he would have been entitled for
the remainder of the term if his employment had not terminated. All such
payments must be completed no later than March 15 of the calendar year following
the year in which employment was terminated. Mr. Blodnick is prohibited from
competing with the Company or its subsidiaries during the term of the agreement
and for a three-year period following his termination of employment.

If Mr. Blodnick's employment is terminated by the Company or its successor
within three years following a change of control (as defined), Mr. Blodnick will
be entitled to receive an amount equal to 2.99 times his then current annual
salary, payable in 36 monthly installments, plus continued employment benefits
for 2.99 years following termination. This amount (2.99 times annual salary plus
continuation of benefits) would also be payable if Mr. Blodnick terminates his
employment within three years of a change of control. If Mr. Blodnick's
employment is terminated, other than for cause, by the Company in certain
circumstances following the announcement of a change in control that
subsequently occurs, Mr. Blodnick will be entitled to receive an amount equal to
2.99 times his then current annual salary, payable in 36 installments commencing
within 30 days after the change in control. The agreement provides that the
payments to be received by Mr. Blodnick will be limited to less than the amount
that would cause them to be an "excess parachute payment" within the meaning of
Section 280G of the Internal Revenue Code. In addition, the payments and
benefits to be received by Mr. Blodnick will be reduced by any compensation that
he receives from the Company or its successor following a change in control
and/or after his termination of employment.

Ron J. Copher Employment Agreement. During calendar year 2009, Mr. Copher's
employment was governed by an employment agreement that became effective January
1, 2009. The agreement terminated December 31, 2009, and a new agreement was
entered into effective January 1, 2010. Except

as described below, the employment agreement for Mr. Copher is substantially the
same as the agreement for Mr. Blodnick. Mr. Copher's agreement provides that his
annual salary for 2010 be retained at the 2009 level (currently $201,571) with
subsequent increases subject to the Board of Directors' annual review of Mr.
Copher's compensation and performance. Mr. Copher is prohibited from competing
with the Company or any of its subsidiaries during the term of the agreement and
for a two-year period following termination of employment.

If Mr. Copher's employment is terminated by the Company or its successor
within two years following a change in control, Mr. Copher will be entitled to
receive an amount equal to two times his then current annual salary, plus
continued employment benefits for two years following termination. This amount
(two times annual salary plus continuation of benefits) would also be payable if
Mr. Copher terminates his employment within two years following a change in
control. If Mr. Copher's employment is terminated by the Company, other than for
cause, in certain circumstances following the announcement of a change in
control that subsequently occurs, Mr. Copher will be entitled to receive an
amount equal to two times his then current annual salary, payable in 24 monthly
installments.

The table below shows the maximum amounts that could be paid to the Chief
Executive Officer and Chief Financial Officer under their respective agreements.
The following information is based on (i) the executives' compensation at
December 31, 2009; and (ii) assumes the triggering event was December 31, 2009.

Chief Executive Officer (1) Chief Financial Officer (1)
------------------------------------------------ -----------------------------------------------
Termination Termination (without Termination Termination (without
(without cause) or by cause) or Termination by (without cause) or by cause) or Termination by
Executive (with Executive Due to a Change Executive (with Executive Due to a
good reason) in Control (2) good reason) Change in Control (2)
--------------------- ------------------------- --------------------- ------------------------

Base salary $346,662 $1,036,519 $209,098 $418,196
Healthcare and other
benefits 6,599 19,731 6,476 12,951
Fair market values of
accelerated equity
vesting (3) 0 0 0 0
Perquisites 0 0 0 0
-------- ---------- -------- --------
Total $353,261 $1,056,250 $215,573 $431,147
======== ========== ======== ========

----------
(1) In the event of death or disability, executive, or if applicable his
estate, would be paid any amounts earned through the termination date.

(2) Represents payments to the Named Executive in the event of termination for
the following reasons: (i) "without cause" within three years of a change
in control, (ii) before a change in control and within six months of
termination a change in control occurs, or (iii) executive terminates his
employment within three years of a change in control.

(3) For the purposes of this table the fair market value of the accelerated
vesting of equity awards is determined as being the difference between the
Company's December 31, 2009 closing stock price and the strike price of the
accelerated equity awards. It is expected that in the event of a change of
control, the per-share settlement stock price would be higher than that
used in this table.

Don J. Chery Employment Agreement. During calendar year 2009, Mr. Chery's
employment was governed by an employment agreement that became effective January
1, 2009. The Agreement terminated December 31, 2009 and a new agreement was
entered into effective January 1, 2010. Except as described below, the
employment agreement for Mr. Chery is substantially the same as the agreement
for Mr. Copher. Mr. Chery's agreement provides that his annual salary for 2010
be retained at the 2009 level (currently $201,571), with subsequent increases
subject to the Board of Directors' annual review of Mr. Chery's compensation and
performance. The provisions of Mr. Chery's employment agreement regarding
incentive compensation, termination by the Company without cause or termination
by Mr. Chery for good reason, non-competition, and payments to which Mr. Chery
may be entitled in connection with a change in control, are the same as
described above with respect to the agreement for Mr. Copher.

The table below shows the maximum amount that could be paid to Mr. Chery
under his respective agreement. In the event of death or disability, Mr. Chery,
or if applicable his estate, would be paid any amounts earned through the
termination date. The following information is based on (i) the executive's
compensation at December 31, 2009; and (ii) assumes the triggering event was
December 31, 2009.

Termination Termination (without
(without cause) or by cause) or Termination
Executive (with by Executive Due to a
good reason) Change in Control (1)
--------------------- ---------------------

Base salary $209,098 $418,196
Healthcare and other benefits 6,489 12,977
Fair market values of accelerated equity
vesting (2) 0 0
Perquisites 0 0
-------- --------
Total $215,586 $431,173
======== ========

----------
(1) Represents payment to Mr. Chery in the event of termination for the
following reasons: (i) "without cause" within two years of a change in
control, (ii) before a change in control and within six months of
termination a change in control occurs, or (iii) executive terminates his
employment within three years of a change in control.

(2) For the purposes of this table the fair market value of the accelerated
vesting of equity awards is determined as being the difference between the
Company's December 31, 2009 closing stock price and the strike price of the
accelerated equity awards. It is expected that in the event of a change of
control, the per-share settlement stock price would be higher than that
used in this table.

MANAGEMENT

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The following table sets forth information with respect to executive
officers during 2009 who are not directors or nominees for director of Glacier,
including employment history for the last five years. All executive officers are
appointed annually and serve at the discretion of the Board.

Has Served as an Officer
Name Age Position of the Company since
------------- --- ------------------------------------------------------------------------------------ ------------------------

Don J. Chery 47 Executive Vice President, Chief Administrative Officer of the Company(1) 1989
Ron J. Copher 52 Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary(2) 2006

----------
(1) Mr. Chery was appointed to his present positions effective August 27, 2007.
Prior to that date, Mr. Chery had served for seven years as President of
one of Glacier's subsidiary banks, Big Sky Western Bank. Mr. Chery also
serves as a director of the following Glacier subsidiaries: Valley Bank of
Helena, Big Sky Western Bank, Western Security Bank and First Bank of
Montana.

(2) Mr. Copher was appointed to his present positions effective March 31, 2007,
upon the retirement of the former Chief Financial Officer. He served as
Senior Vice President from December 18, 2006 until March 31, 2007. Prior to
joining Glacier, Mr. Copher served as Chief Financial Officer of Oak Hall
Financial, Inc., a financial holding company based in Jackson, Ohio.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of January 15, 2010, the amount of Glacier
common stock beneficially owned by (a) each director of the Company, (b) the
executive officers named in the Summary Compensation Table above, and (c) all of
Glacier's directors and executive officers as a group. Beneficial ownership is a
technical term broadly defined by the Securities and Exchange Commission to mean
more than ownership in the usual sense. In general, beneficial ownership
includes any shares a director or executive officer can vote or transfer and
stock options or other rights that are exercisable currently or become
exercisable within 60 days. Except as noted below, each holder has sole voting
and investment power for all shares beneficially owned.

AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF
COMMON STOCK AS OF
NAME POSITION JANUARY 15, 2010(1)
---------------------- --------------------------------------------------------------------- -------------------------

Michael J. Blodnick Director, President and CEO 447,959 .727%(2)
Don J. Chery Executive Vice President, Chief Administrative Officer of the Company 57,977 .094%(3)
Ron J. Copher Senior Vice President, Chief Financial Officer, Treasurer
and Assistant Secretary 37,339 .061%(4)
James M. English Director, Director of Mountain West Bank 48,599 .079%(5)
Allen J. Fetscher Director, Vice Chairman of First Security Bank of Missoula 334,526 .543%(6)
Dallas I. Herron Director 22,222 .036%(7)
Jon W. Hippler Director, Director/CEO of Mountain West Bank 46,957 .076%(8)
Craig A. Langel Director, Director of First Security Bank 73,839 .120%(9)
L. Peter Larson Director 893,325 1.450%(10)
Dr. Douglas J. McBride Director, Director of Western Security Bank 12,704 .021%(11)
John W. Murdoch Director, Director of Big Sky Western Bank 22,027 .036%(12)
Everit A. Sliter Chairman of Glacier and Glacier Bank 416,300 .676%(13)
Executive officers
and directors as a
group (12
individuals) 2,413,774 3.917%(14)

----------
(1) The number and percentages shown are based on the number of shares of
Glacier common stock deemed beneficially held under applicable regulations,
including options or other rights exercisable on or before March 15, 2010
(60 days after January 15, 2010), and have been adjusted for stock splits
and stock dividends.

(2) Includes 237,089 shares held jointly with Mr. Blodnick's wife; 92,647
shares owned by Mr. Blodnick's wife; 4,122 shares for which Mr. Blodnick is
custodian for his children; 31,106 shares held for Mr. Blodnick's account
in the Company's Profit Sharing/401(k) Plans; 26,802 shares held in an IRA
account for the benefit of Mr. Blodnick's wife; and 56,193 shares that
could be acquired within 60 days by the exercise of stock options.

(3) Includes 32,034 shares held jointly with Mr. Chery's wife and 25,943 shares
that could be acquired within 60 days by the exercise of stock options.

(4) Includes 3,000 shares held jointly with Mr. Copher's wife; 5,339 shares
held for Mr. Copher's account in the Company's Profit Sharing/401(k) Plans;
and 29,000 shares that could be acquired within 60 days by the exercise of
stock options.

(5) Includes 5,517 shares held in an IRA for the benefit of Mr. English; 29,735
shares owned jointly with Mr. English's wife; and 13,347 shares that could
be acquired by Mr. English within 60 days by the exercise of options.

(6) Includes 70,000 shares owned by Mr. Fetscher's wife; 68,477 considered
beneficially held as Trustee for shares held in a trust for the benefit of
Mr. Fetscher's children; 108,566 held by a family corporation, of which Mr.
Fetscher is a principal; 1,803 shares held by Mr. Fetscher's SEPP IRA; and
13,347 shares that could be acquired within 60 days by the exercise of
stock options.

(7) Includes 12,703 shares held jointly with Mr. Herron's wife; 1,324 shares
owned by Mr. Herron's wife; 737 shares held in an IRA account for the
benefit of Mr. Herron; 1,893 shares held in an IRA account for the benefit
of Mr. Herron's wife; and 5,565 shares that could be acquired within 60
days by the exercise of stock options.

(8) Includes 20,957 shares owned jointly with Mr. Hippler's wife, all of which
have been pledged as collateral toward a line of credit; and 26,000 shares
that could be acquired within 60 days by the exercise of options.

(9) Includes 9,625 shares that could be acquired within 60 days by the exercise
of stock options.

(10) Includes 1,897 shares owned by Mr. Larson's wife's IRA; 834 shares held by
Mr. Larson's IRA; 877,247 shares held in a living trust; and 13,347 shares
that could be acquired within 60 days by the exercise of stock options.

(11) Includes 128 shares held as trustee for Dr. McBride's children and 7,750
shares that could be acquired by Dr. McBride within 60 days by the exercise
of options.

(12) Includes 11,002 shares held in a family trust for which Mr. Murdoch has
voting and dispositive power and 11,025 shares that could be acquired
within 60 days by the exercise of stock options.

(13) Includes 19,367 shares held jointly with Mr. Sliter's wife; 104,028 shares
owned by Mr. Sliter's wife; 47,817 shares owned by Mr. Sliter's wife's IRA;
165,239 shares held by Mr. Sliter's IRA; 26,902 shares held by Mr. Sliter's
SEPP IRA; 7,916 shares held by Mr. Sliter's SRA; 3,444 shares held in a
family partnership; 2,000 shares held in a charitable remainder trust; and
13,347 shares that could be acquired within 60 days by the exercise of
stock options.

(14) Includes 224,489 shares held by executive officers and directors as a group
that could be acquired within 60 days by the exercise of stock options and
other rights.

BENEFICIAL OWNERS

The following table includes information as of December 31, 2009 concerning
the only persons or entities, including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act"), who or
which was known to the Company to be the beneficial owner of more than 5% of the
issued and outstanding Common Stock on the Annual Meeting record date.

Amount and Nature
Name and Address of of Beneficial
Beneficial Owner Ownership (1) Percent of Class
------------------------------------ ----------------- ----------------

BlackRock Inc. (2) 6,115,384 9.92%
40 East 52nd Street
New York, NY 10022

T. Rowe Price Associates, Inc. (3) 5,845,188 9.40%
100 E. Pratt Street
Baltimore, Maryland 21202

----------
(1) Pursuant to rules promulgated by the SEC under the Exchange Act, a person
or entity is considered to beneficially own shares of common stock if the
person or entity has or shares (i) voting power, which includes the power
to vote or to direct the voting of the shares, or (ii) investment power,
which includes the power to dispose or direct the disposition of the
shares.

(2) Based on an amended Schedule 13G filed under the Exchange Act. The
securities are beneficially owned by various individual and institutional
investors, which BlackRock Inc. ("BlackRock") serves as investment advisor
with power to direct disposition and/or sole power to vote the securities.
For purposes of the Exchange Act, BlackRock is deemed to be a beneficial
owner of such securities; however, BlackRock expressly disclaims that it
is, in fact, the beneficial owner of such securities.

(3) Based on an amended Schedule 13G filed under the Exchange Act. The
securities are beneficially owned by various individual and institutional
investors, which T. Rowe Price Associates, Inc. ("Price Associates") serves
as investment adviser with power to direct disposition and/or sole power to
vote the securities. For purposes of the reporting requirements of the
Exchange Act, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.

TRANSACTIONS WITH MANAGEMENT

CERTAIN TRANSACTIONS

Transactions between Glacier or its affiliates and related persons
(including directors and executive officers of Glacier or their immediate
family) must generally be approved by the Audit Committee (or a comparable
committee of independent disinterested directors), in accordance with the
policies and procedures set forth in the policy governing Related Persons
Transactions adopted by the Board of Directors. Under the Related Persons
Transaction Policy, a transaction between a "related person" will be consummated
only if the designated committee, or a majority of the disinterested independent
members of the Board, approves or ratifies such transaction in accordance with
the guidelines set forth in the policy and if the transaction is on terms
comparable to those that could be obtained in arm's length dealings with an
unrelated third party.

During 2009 certain directors and executive officers of Glacier and its
subsidiaries, and their associates, were customers of one or more of Glacier's
subsidiary banks, and it is anticipated that such individuals will continue to
be customers in the future. All transactions between Glacier's subsidiary banks
and its executive officers and directors, and their associates, were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and, in the opinion of management, did not
involve more than the normal risk of collectability or present other unfavorable
features.

ACCOUNTING FEES PAID TO DIRECTOR

Everit A. Sliter, a director of Glacier, is a former partner in the public
accounting firm of Jordahl & Sliter and his son is a current partner of the
firm. During recent years, and including 2009, Jordahl & Sliter assisted Glacier
in certain accounting matters, including preparation of tax returns, calculation
of estimated tax payments and year end tax provision. Jordahl & Sliter was not
involved in the preparation or review of the Company's financial statements. The
Company paid Jordahl & Sliter $215,170 for accounting services rendered during
2009. The Audit Committee approved the retention of Jordahl & Sliter and the
payment of such fees.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

BKD, LLP currently serves as our independent registered public accounting
firm, and that firm conducted the audit of our financial statements for the
fiscal years ended December 31, 2009, 2008 and 2007. The Audit Committee has
appointed BKD, LLP to serve as Glacier's independent registered public
accounting firm to conduct an audit of the financial statements for fiscal year
2010.

Appointment of Glacier's independent registered public accounting firm is
not required to be submitted to a vote of our shareholders for ratification.
However, upon the recommendation of the Audit Committee, the Board has
determined to submit the selection of auditors to our shareholders for
ratification. In the event our shareholders fail to ratify the appointment, the
Audit Committee may reconsider whether to retain BKD, LLP, and may retain that
firm or another without re-submitting the matter to our shareholders. Even if
the appointment is ratified, the Audit Committee, in its discretion, may direct
the appointment of a different independent registered public accounting firm at
any time during the year if it determines that such a change would be in
Glacier's and its shareholders' best interest.

Representatives of BKD, LLP are expected to be present at the Annual
Meeting and will have the opportunity to make a statement if they desire to do
so. It is also expected that they will be available to respond to appropriate
questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF BKD, LLP TO SERVE AS GLACIER'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.

COMPLIANCE WITH SECTION 16(A) FILING REQUIREMENTS

Section 16(a) of the Securities Exchange Act of 1934 requires that all of
Glacier's executive officers and directors and all persons who beneficially own
more than 10 percent of Glacier common stock file reports with the SEC regarding
beneficial ownership of Company stock. Glacier has adopted procedures to assist
its directors and executive officers in complying with the Section 16(a)
filings.

Based solely on Glacier's review of the copies of the filings that it
received for the fiscal year ended December 31, 2009, or written representations
from certain reporting persons, Glacier believes that all reporting persons made
all filings required by Section 16(a) on a timely basis, except that Dallas
Herron inadvertently failed to file a timely Form 4 for the purchase of Glacier
common stock on December 15, 2009. The delinquent report was subsequently filed
on February 1, 2010.

REPORT OF AUDIT COMMITTEE

The Audit Committee of the Board of Directors makes the following report,
which notwithstanding anything to the contrary set forth in any of our filings
under the Securities Act of 1933 or the Securities Exchange Act of 1934, will
not be incorporated by reference into any such filings and will not otherwise be
deemed to be proxy soliciting materials or to be filed under such Acts.

The Board has determined that the current membership of the Audit Committee
meets the independence requirements as defined under the NASDAQ listing
standards, and that Craig A. Langel meets the "audit committee financial expert"
qualifications, as defined by SEC rules.

Management has the primary responsibility for the financial statements and
the reporting process, including the systems of internal controls. The Audit
Committee is responsible for overseeing Glacier's financial reporting processes
on behalf of the Board.

The Audit Committee has met and held discussions with management and
Glacier's independent auditors. Management represented to the Audit Committee
that Glacier's consolidated financial statements were prepared in accordance
with accounting principles generally accepted in the United States of America,
and the Audit Committee has reviewed and discussed the audited consolidated
financial statements with management and the independent auditors. The Audit
Committee discussed with the independent auditors matters required to be
discussed by Statement on Auditing Standards No. 114 (Communication with Audit
Committees).

Our independent auditors also provided to the Audit Committee the written
disclosures and letter required by applicable requirements of the Public
Accounting Oversight Board regarding the independent auditors' communications
with the Audit Committee concerning independence, and the Audit Committee
discussed with the independent auditors that firm's independence.

Based on the Audit Committee's review of the audited consolidated financial
statements and the various discussions with management and the independent
auditors noted above, the Audit Committee

recommended that the Board include the audited consolidated financial statements
in Glacier's Annual Report on Form 10-K for the year ended December 31, 2009,
filed with the SEC.

AUDIT COMMITTEE MEMBERS

Craig A. Langel (Chairperson) - James M. English - Dallas I. Herron
L. Peter Larson - Douglas J. McBride - John W. Murdoch

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table sets forth the aggregate fees charged to Glacier by
BKD, LLP for audit services rendered in connection with the audited consolidated
financial statements and reports for the 2009 and 2008 fiscal years.

FEE CATEGORY FISCAL 2009 % OF TOTAL FISCAL 2008 % OF TOTAL
------------------ ----------- ---------- ----------- ----------

Audit Fees $ 932,700 84.9% $767,300 77.3%
Audit-Related Fees 165,895 15.1% 224,860 22.7%
Tax Fees 0 00.0% 0 00.0%
All Other Fees 0 00.0% 0 00.0%
Total Fees $1,098,595 100.0% $992,160 100.0%
========== ===== ======== =====

Audit Fees. Consists of fees billed to Glacier for professional services
rendered by BKD, LLP in connection with the audits of the Company's financial
statements, the effectiveness of internal controls over financial accounting,
the reviews of financial statements included in Glacier's Form 10-Qs, and the
services to Glacier in connection with statutory or regulatory filings or
engagements.

Audit-Related Fees. Fees in 2009 include technical accounting research and
accounting matters relating to implementation of new and revised accounting
standards and SEC filings in connection with Glacier's financial institution
acquisition. Fees in 2008 also relate to technical accounting research and
accounting matters in connection with Glacier's public equity offering and
financial institution acquisition.

Tax Fees. There were no fees incurred for tax services for the fiscal years
ended December 31, 2009 and 2008.

All Other Fees. There were no fees for services not included above for the
fiscal years ended December 31, 2009 and 2008.

In considering the nature of the services provided by BKD, LLP, the Audit
Committee determined that such services are compatible with the provision of
independent audit services. The Audit Committee discussed these services with
BKD, LLP and Company management to determine that they are permitted under the
rules and regulations concerning auditor independence promulgated by the SEC to
implement the Sarbanes Act, as well as the American Institute of Certified
Public Accountants.

AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF
INDEPENDENT AUDITORS

The services performed by BKD, LLP in 2009 were pre-approved in accordance
with the pre-approval policy and procedures adopted by the Audit Committee. This
policy describes the permitted audit, audit-related, tax, and other services
(collectively, the "Disclosure Categories") that BKD, LLP

may perform. The policy requires that prior to the beginning of each fiscal
year, a description of the services (the "Service List") expected to be
performed by BKD, LLP in each of the Disclosure Categories in the following
fiscal year be presented to the Audit Committee for approval.

Services provided by BKD, LLP during the following year that are included
in the Service List were pre-approved following the policies and procedures of
the Audit Committee.

Any requests for audit, audit-related, tax, and other services not
contemplated on the Service List must be submitted to the Audit Committee for
specific pre-approval and cannot commence until such approval has been granted.
Normally, pre-approval is provided at regularly scheduled meetings. However, the
authority to grant specific pre-approval between meetings, as necessary, has
been delegated to the Chairman of the Audit Committee. The Chairman must update
the Audit Committee at the next regularly scheduled meeting of any services that
were granted specific pre-approval.

In addition, although not required by the rules and regulations of the SEC,
the Audit Committee generally requests a range of fees associated with each
proposed service on the Service List and any services that were not originally
included on the Service List. Providing a range of fees for a service
incorporates appropriate oversight and control of the independent auditor
relationship, while permitting the Company to receive immediate assistance from
BKD, LLP when time is of the essence.

The Audit Committee reviews the status of services and fees incurred
year-to-date against the original Service List and the forecast of remaining
services and fees for the fiscal year.

OTHER BUSINESS

The Board knows of no other matters to be brought before the shareholders
at the 2010 Annual Meeting. If other matters are properly presented for a vote
at the Annual Meeting, the proxy holders will vote shares represented by
properly executed proxies in their discretion in accordance with their judgment
on such matters.

SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

SHAREHOLDER PROPOSALS

In order for a shareholder proposal to be considered for inclusion in our
Proxy Statement for next year's annual meeting, the written proposal must be
received by the Company no later than November 26, 2010 and should contain the
information required under our Bylaws. Such proposals also need to comply with
the SEC's regulations regarding the inclusion of shareholder proposals in
Company-sponsored proxy materials. No shareholder proposal from the floor will
be considered at the annual meeting. In addition, if we receive notice of a
shareholder proposal after November 26, 2010, the persons named as proxies in
such proxy statement and form of proxy will have discretionary authority to vote
on such shareholder proposal.

DIRECTOR NOMINATIONS

Glacier's Bylaws provide for the nomination of director candidates by its
shareholders. In order to recommend that the Nominating Committee consider a
person for inclusion as a director nominee in the Company's proxy statement for
next year's annual meeting, we must receive a recommendation no later than
November 26, 2010. In addition, the notice of recommendation must meet all other
requirements contained in our Bylaws. Such recommendation should be sent to the
attention of the Secretary of the Company, and should contain the following
information: (a) the name and address of each proposed nominee and the number of
shares of Glacier stock held by such nominee; (b) the principal

occupation of each proposed nominee; (c) a description of any arrangements or
understandings between the nominee and the nominating shareholder pursuant to
which the nomination is being made; (d) your name and address; (e) the number of
shares of stock of Glacier you own; and (f) a consent of the nominee agreeing to
the nomination. The presiding officer of the annual meeting may disregard your
nomination if it does not contain the above information and otherwise does not
meet the requirements set forth in our Bylaws.

COPY OF BYLAW PROVISIONS

You may contact Glacier's Corporate Secretary for a copy of the relevant
Bylaw provisions regarding the requirements for making shareholder proposals and
nominating director candidates.

ANNUAL REPORT TO SHAREHOLDERS

ANY SHAREHOLDER MAY OBTAIN WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT ON
FORM 10-K FILED WITH THE SEC UNDER THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
YEAR ENDED DECEMBER 31, 2009, INCLUDING FINANCIAL STATEMENTS. Written requests
for the Form 10-K should be addressed to LeeAnn Wardinsky, Corporate Secretary,
at 49 Commons Loop, Kalispell, Montana 59901. The Annual Report is also
available at www.glacierbancorp.com.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS

In some cases, only one copy of this Proxy Statement is being delivered to
multiple shareholders sharing an address unless we have received contrary
instructions from one or more of the shareholders. We will deliver promptly,
upon written request, a separate copy of this Proxy Statement to a shareholder
at a shared address to which a single copy of the document was delivered. To
request a separate delivery of these materials now or in the future, a
shareholder may submit a written or oral request to Glacier's Corporate
Secretary at the address above, or by calling (406) 756-4200. Additionally, any
shareholders who are presently sharing an address and receiving multiple copies
of either the Proxy Statement or the 2009 Annual Report and who would rather
receive a single copy of such materials may instruct us accordingly by directing
their request to us in the manner provided above

March 29, 2010 BY ORDER OF THE BOARD OF DIRECTORS

/s/ LeeAnn Wardinsky

LeeAnn Wardinsky, Secretary

ANNUAL MEETING OF SHAREHOLDERS OF

GLACIER BANCORP, INC.

APRIL 28, 2010

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, Proxy Statement and Proxy Card
are available at www.glacierbancorp.com

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.

(Arrow) Please detach along perforated line and mail in the envelope provided. (Arrow)

(Box) 21030000000000000000 0 042810

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]

1. Election of Directors. To elect 10 directors to serve on FOR AGAINST ABSTAIN
the Board of Directors until the 2011 Annual Meeting of 2. Ratify Appointment of Accounting Firm. [ ] [ ] [ ]
Shareholders. To ratify the appointment of BKD, LLP
as the Company's independent
NOMINEES: registered public accounting firm for
[ ] FOR ALL NOMINEES ( ) Michael J. Blodnick the fiscal year ending December 31,
( ) James M. English 2010.
[ ] WITHHOLD AUTHORITY ( ) Allen J. Fetscher
FOR ALL NOMINEES ( ) Dallas I. Herron 3. Other Business. To act on such other
( ) Jon W. Hippler matters as may properly come before
[ ] FOR ALL EXCEPT ( ) Craig A. Langel the meeting or any adjournments or
(See instructions below) ( ) L. Peter Larson postponements.
( ) Douglas J. McBride
( ) John W. Murdoch Management knows of no other matters that may properly be, or
( ) Everit A. Sliter which are likely to be, brought before the Annual Meeting.
However, if any other matters are properly presented at the Annual
Meeting, this Proxy will be voted in accordance with the
recommendations of management.

INSTRUCTIONS: To withhold authority to vote for any individual
nominee(s), mark "FOR ALL EXCEPT" and fill in the
circle next to each nominee you wish to withhold,
as shown here: (x)

To change the address on your account, please check the
box at right and indicate your new address in the address [ ]
space above. Please note that changes to the registered
name(s) on the account may not be submitted via this
method.
----------------- --------------- ------------------ ---------------
Signature of Stockholder | | Date: | | Signature of Stockholder | | Date: | |
----------------- --------------- ------------------ ---------------

NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should
sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name by authorized person.
(Box) (Box)

ANNUAL MEETING OF SHAREHOLDERS OF

GLACIER BANCORP, INC.

APRIL 28, 2010

PROXY VOTING INSTRUCTIONS

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in
the United States or 1-718-921-8500 from foreign countries from
any touch-tone telephone and follow the instructions. Have your COMPANY NUMBER _____________
proxy card available when you call and use the Company
Number and Account Number shown on your proxy card. ACCOUNT NUMBER _____________

Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope
provided as soon as possible.

IN PERSON - You may vote your shares in person by attending
the Annual Meeting.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement and Proxy Card
are available at www.glacierbancorp.com

(Arrow) Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or (Arrow)
the Internet.

(Box) 21030000000000000000 0 042810

1. Election of Directors. To elect 10 directors to serve on FOR AGAINST ABSTAIN
the Board of Directors until the 2011 Annual Meeting of 2. Ratify Appointment of Accounting Firm. [ ] [ ] [ ]
Shareholders. To ratify the appointment of BKD, LLP
as the Company's independent
NOMINEES: registered public accounting firm for
[ ] FOR ALL NOMINEES ( ) Michael J. Blodnick the fiscal year ending December 31,
( ) James M. English 2010.
[ ] WITHHOLD AUTHORITY ( ) Allen J. Fetscher
FOR ALL NOMINEES ( ) Dallas I. Herron 3. OTHER BUSINESS. To act on such other
( ) Jon W. Hippler matters as may properly come before
[ ] FOR ALL EXCEPT ( ) Craig A. Langel the meeting or any adjournments or
(See instructions below) ( ) L. Peter Larson postponements.
( ) Douglas J. McBride
( ) John W. Murdoch Management knows of no other matters that may properly be, or
( ) Everit A. Sliter which are likely to be, brought before the Annual Meeting.
However, if any other matters are properly presented at the Annual
Meeting, this Proxy will be voted in accordance with the
recommendations of management.

INSTRUCTIONS: To withhold authority to vote for any individual
nominee(s), mark "FOR ALL EXCEPT" and fill in the
circle next to each nominee you wish to withhold,
as shown here: (x)

0 (box)

GLACIER BANCORP, INC.

PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of Glacier Bancorp, Inc. (the "Company") hereby
appoints L. Peter Larson and Everit A. Sliter, and each of them (with full power
to act alone), my Proxies, with full power of substitution as Proxy, and hereby
authorizes such Proxies to represent and to vote, as designated on the reverse
side, all the shares of common stock of the Company held of record by the
undersigned on March 1, 2010, at the Annual Meeting of Shareholders to be held
on April 28, 2010, or any adjournment of such Annual Meeting.

(Continued and to be signed on the reverse side)

(Box) 14475 (Box)