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. ___)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))

[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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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
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GLACIER BANCORP, INC.
49 COMMONS LOOP
KALISPELL, MONTANA 59901

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 2009
9:00 A.M. MOUNTAIN TIME

To the Shareholders of Glacier Bancorp, Inc:

We cordially invite you to attend the 2009 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 proposal,
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 2010 Annual Meeting of Shareholders.

2. 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 2, 2009, 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, 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 27, 2009 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
BUSINESS OF THE MEETING.................................................. 3
Proposal No. 1 -- Election of Directors............................... 3
CORPORATE GOVERNANCE..................................................... 5
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS........................ 6
COMPENSATION OF DIRECTORS................................................ 9
EXECUTIVE COMPENSATION................................................... 11
MANAGEMENT............................................................... 26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........... 27
TRANSACTIONS WITH MANAGEMENT............................................. 29
COMPLIANCE WITH SECTION 16(a) FILING REQUIREMENTS........................ 29
REGISTERED PUBLIC ACCOUNTANTS............................................ 29
OTHER BUSINESS........................................................... 31
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS........................... 31
ANNUAL REPORT TO SHAREHOLDERS............................................ 32
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS................. 32

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

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2009
SHAREHOLDER MEETING:

A COPY OF THIS PROXY STATEMENT AND THE ANNUAL REPORT TO SHAREHOLDERS FOR
THE YEAR ENDED DECEMBER 31, 2008, 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 27, 2009, for use in connection
with the Annual Meeting of Shareholders of Glacier Bancorp, Inc., (the "Company"
or "Glacier") to be held on Wednesday, April 29, 2009. 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

- Mountain West Bank

- First Security Bank of Missoula

- Western Security Bank

- 1st Bank

- Big Sky Western Bank

- Valley Bank of Helena

- Citizens Community Bank

- First Bank of Montana

- Bank of the San Juans

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 2, 2009, you are entitled
to vote at the Annual Meeting. There were approximately 61,498,694 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 are counted as present for the
purpose of determining the presence of a quorum.

VOTING ON MATTER 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.

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. 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 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. If you are a beneficial owner of Glacier shares and do not
provide the shareholder of record with voting instructions, your beneficially
owned shares may constitute broker non-votes.

Brokers cannot vote on behalf of beneficial owners on "non-routine"
proposals. A "broker non-vote" occurs when shares held by a broker for a
beneficial owner are not voted with respect to a particular proposal because (1)
the proposal is not routine and the broker therefore lacks discretionary
authority to vote the shares, and (2) the beneficial owner does not submit
voting instructions to the broker. The election of directors is considered a
"routine" proposal, and your brokerage firm can vote your shares at its
discretion 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.

BUSINESS OF THE MEETING

PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

GENERAL

At Glacier's 2008 Annual Shareholders Meeting, our shareholders approved a
proposal to amend our Articles of Incorporation, eliminating the "staggered"
terms of office of our directors. Accordingly, the terms of office of all of our
directors will end on the date of the 2009 Annual Shareholders Meeting, and all
ten of our directors will be subject to annual election for a one-year term
commencing with the 2009 Annual Shareholders Meeting.

VOTE REQUIRED AND BOARD RECOMMENDATION

The ten director nominees who receive the highest number of affirmative
votes will be elected for a one-year term.

The Board of Directors unanimously recommends a vote "FOR" each of the
nominees to the Board.

INFORMATION WITH RESPECT TO NOMINEES

Information regarding each of the nominees is provided below, including
each nominee's name, age as of January 11, 2009, principal occupation 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, 56, was appointed President and Chief Executive
Officer of Glacier in July 1998. Prior to that time, he served as the Executive
Vice President and Secretary of the Company since 1994 and 1993, respectively.
Mr. Blodnick currently serves as a director of the following Company
subsidiaries: 1st Bank, Citizens Community Bank and Bank of the San Juans. Mr.
Blodnick has been employed by the Company or Glacier Bank since 1978.

James M. English, 64, was appointed to the Glacier Board in February 2004.
Mr. English is an attorney in limited private practice as a sole practitioner of
the English Law Firm in Hayden, Idaho. Prior to forming his law firm, Mr.
English served from 1996 - 2000 as the President and Chief Operating Officer for
Idaho Forest Industries, Inc., a lumber manufacturing company where Mr. English
was involved in the real estate development and retail sales of building
products. Mr. English earned his law degree and business degree in finance at
the University of Idaho. Mr. English has served as a director of Mountain West
Bank since 1996. Mr. English is also a director of Bennett Industries, Inc., a
family-owned company that owns several timber-related entities, including
Bennett Forest Industries, Inc., a lumber manufacturer, and Rosebud Horse
Bedding, LLC, a manufacturer of horse bedding.

Allen J. Fetscher, 63, was appointed to the Glacier Board in December 1996,
and he serves as the Chairman of the Company's Compensation Committee. Mr.
Fetscher also serves as the Vice Chairman of First Security Bank. Mr. Fetscher
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.

Dallas I. Herron, 64, was appointed to the Glacier Board in June 2008. Mr.
Herron had previously served as a director of Glacier's subsidiary, Glacier Bank
of Kalispell, since 1998. Mr. Herron has worked in the oil industry for 38 years
and is the CEO of CityServiceValcon, LLC, which markets petroleum products in
Montana, Idaho, Washington and ten other states. He currently serves as
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 also active in the forest product and transportation industries.

Jon W. Hippler, 64, has been the CEO of Mountain West Bank since its
formation in 1993. Mr. Hippler became a director of Glacier in February 2000 in
connection with the Company's acquisition of Mountain West Bank.

Craig A. Langel, 58, was appointed to the Glacier Board in December 2005.
Mr. Langel has served the accounting profession for 35 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., a
consulting and tax services firm. 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 part owner of Mustard Seed Restaurants.
Until his retirement in December 2005, Mr. Langel served for 21 years as a
director of Glacier's subsidiary, First Security Bank. Mr. Langel was re-elected
to the First Security Bank board on February 19, 2009.

L. Peter Larson, 70, has served as a director of Glacier and/or Glacier
Bank since 1985. He has been the CEO of American Timber Company, a small timber
harvesting and sawmill business, since 1978. Mr. Larson is the Chairman of the
Company's Nominating/Corporate Governance Committee. He also serves on the
Northwest Healthcare Board of Trustees and the HealthCenter Northwest Board of
Managers.

Douglas J. McBride, 56, was appointed to the Glacier Board in September
2006. Dr. McBride has been an optometrist in Billings for 30 years. He is the
current President of the Montana State Board of Examiners for Optometry, of
which he has been a member since 1993, and is also the Chairman of the Advisory
Board for TLC Laser Eye Center in Billings. Dr. McBride also serves as a
director of the Company's subsidiary, Western Security Bank.

John W. Murdoch, 66, was appointed to the Glacier Board in September 2005.
Mr. Murdoch has worked in the ranch and home industry for the past 38 years and
since 1994 has been an owner of Murdoch's Ranch & Home Supply, LLC, a ranch and
home retail operation. Mr. Murdoch currently serves as a director of the
Company's subsidiary, Big Sky Western Bank of Bozeman, as well as of the Montana
State University College of Business, Montana State University Foundation and
Bozeman Deaconess Hospital. Mr. Murdoch is also President of Mid-States
Distributing Co., Inc.

Everit A. Sliter, 70, has served as a director of the Company and/or
Glacier Bank since 1973, and was appointed Chairman of Glacier in December 2005.
Mr. Sliter is the Chairman of the Company's Audit Committee and is also the
Chairman of Glacier Bank. Mr. Sliter was a partner of Jordahl & Sliter, a
certified public accounting firm, from 1965 to August 2003. Since August 2003,
Mr. Sliter has been an employee of Jordahl & Sliter.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE GUIDELINES

The Board of Directors is committed to good business practices,
transparency in financial reporting and the highest level 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 Sarbanes Oxley Act of 2002 ("Sarbanes Act"),
related SEC rules and the listing standards of Nasdaq.

CODE OF ETHICS

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
(www.glacierbancorp.com), or by writing to: LeeAnn Wardinsky, Corporate
Secretary, 49 Commons Loop, Kalispell, Montana, 59901.

DIRECTOR INDEPENDENCE

The Board has analyzed the independence of each director in accordance with
the Nasdaq rules and has determined that the following members of the Board meet
the applicable laws and listing standards regarding "independence" required by
Nasdaq, 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 lending with 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 and has no relationship with the Company,
except as a director and shareholder:

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

Based on the standards described above, the Board determined that neither
Michael J. Blodnick nor Jon W. Hippler are independent because each serves as an
executive officer of Glacier or one of its bank subsidiaries.

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 16 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. 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 the various committees.

COMMITTEE MEMBERSHIP

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

Audit Committee. The Audit Committee is comprised of seven directors, each
of whom are considered "independent" as defined by Nasdaq listing standards. The
Board has determined that both Mr. Langel and Mr. Sliter meet the definition of
"audit committee financial expert" as defined by rules adopted by the Securities
and Exchange Commission under the Sarbanes Act.

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 the
Sarbanes Act, the rules of the SEC 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 15 meetings during 2008.

Compensation Committee. The Compensation Committee is comprised of eight
directors, each of whom are considered "independent" as defined by Nasdaq
listing standards. 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 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, it continues to consider the suggestions made 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 three times 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. The Nominating/Corporate
Governance Committee ("Nominating Committee") is comprised of eight directors,
each of whom are 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. The Nominating Committee
operates under a formal written charter approved by the Board. The Nominating
Committee met nine times during 2008.

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."

The Nominating Committee evaluates all candidates, including
shareholder-proposed candidates, using generally the same methods and criteria,
although those methods and criteria are not standardized and may vary from time
to time. The Nominating Committee is authorized to establish guidelines for the
qualification, evaluation and selection of new directors to serve on the Board.
We do not anticipate that the Nominating Committee will adopt specific minimum
qualifications for Committee-recommended nominees. The Nominating Committee will
instead evaluate each nominee on a case-by-case basis, including assessment of
each nominee's business experience, involvement in the communities served by the
Company, and special skills. The Nominating Committee will also evaluate whether
a nominee's skills are complimentary to existing Board members' skills, the
Board's need for operational, management, financial, technological or other
expertise, as well as geographical representation in Glacier's market areas.

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 Everit A. Sliter and Craig A. Langel each meet the "audit
committee financial expert" qualifications, as required by the Sarbanes Act and
Nasdaq listing standards.

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. 61 (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, 2008, filed with the SEC.

AUDIT COMMITTEE MEMBERS

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

COMPENSATION OF DIRECTORS

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
are 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.

2008 DIRECTOR COMPENSATION TABLE

Change in
Pension
Value and
Nonqualified
Fees Earned or Option Deferred
Paid in Cash Awards Compensation Total
Name ($) ($) Earnings ($)
(a) (b)(1) (c)(2) (d)(3) (e)
------------------ -------------- ------- ------------ -------

James M. English $39,600 $6,679 $ 436 $46,715
Allen J. Fetscher 46,350 6,679 --- 53,029
Dallas I. Herron 17,700 6,679 281 24,660
Craig A. Langel 24,000 6,679 --- 30,679
L. Peter Larson 27,309 6,679 3,039 30,027
Douglas J. McBride 35,400 6,679 401 42,480
John W. Murdoch 31,800 6,679 326 38,805
Everit A. Sliter 56,409 6,679 1,384 64,472

----------
(1) Directors are paid an annual retainer of $24,000 and receive additional
compensation for services performed as committee members. Messrs. English,
Fetscher, McBride, Murdoch and Sliter also receive compensation as
directors of Glacier's subsidiary banks. Amount includes Board and
committee fees earned or deferred in 2008.

(2) Reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2008 in accordance with FAS
123(R), and includes amounts awarded in 2008. Assumptions used to calculate
this amount are included in the footnotes to Glacier's audited financial
statements for the fiscal year ended 2008, included in the Company's
accompanying Annual Report. The options expire five years from the date of
grant and vest six months from the date of grant.

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 11,847 shares; Mr. Fetscher 15,363 shares; Mr. Herron
4,065 shares; Mr. Langel 10,606 shares; Mr. Larson 13,547 shares; Dr.
McBride 6,250 shares; Mr. Murdoch 9,525 shares; and Mr. Sliter 15,363
shares.

(3) Represents amounts above-market earnings on non-qualified compensation
during 2008. Earnings are credited at one-half of the Company's current
year return-on-equity, or 5.75% rate in 2008.

CASH COMPENSATION

Non-employee directors of Glacier are paid an annual retainer of $24,000 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 $5,400.
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 outside 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, the Director Plan has granted but unexercised
options, including options granted in calendar year 2008, outstanding. 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.

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
2008. 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 has been increased, however, by 3% in
accordance with Company-wide compensation adjustments.

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 2008 earned total compensation exceeding $100,000 (the "Named
Executive Officers"), consisting of the following persons:

- Michael J. Blodnick, Chief Executive Officer

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

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

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

This section includes:

- the Compensation Discussion and Analysis ("CD&A") of management
regarding executive compensation;

- the Summary Compensation Table (on page 19) and other tables detailing
the compensation of the Named Executive Officers; 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 our banks 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 greater percentage of an
executive's compensation to the achievement of Company financial and performance
goals. 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 of other
executive officers 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 2008 for executive compensation, but the
Compensation Committee considered the recommendations made by Watson-Wyatt in
2005 in determining the compensation packages for executives in 2008. 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 2008 is
identified below. 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 conduct formal "benchmarking" of
executive compensation versus executive compensation of 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, when necessary

- Internal review relative to others within the Company

- Individual performance

- The experience and qualifications of each individual

Salary levels are reviewed annually as part of the Executive Performance
Review. Promotion and other changes in job responsibility are reviewed at the
time of change 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 10% 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 10% to 30%. Performance
measures include Earnings Growth, Deposit Growth, Asset Quality, Loan Growth,
Holding Company Performance, and others as needed, and are based on the
performance of the bank at which the executive serves, with respect to
executives who serve at subsidiary banks.

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 compensation package 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 of the subsidiary banks has deteriorated, but still
remains above the Company's peer group;

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

- continued growth of the Company through the acquisition in 2008 of
Bank of the San Juans;

- the Company's successful public offering of common stock in 2008,
resulting in net proceeds to the Company of approximately $94 million;
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 by enabling executives to share in the
benefits of stock price appreciation.

In 2005, the Board adopted, and our shareholders approved, a Stock
Incentive Plan. Each year the Board establishes target levels of shares 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 (SERP). The deferred compensation plan
allows 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 plan. 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, particularly given the significant level of
acquisition activity in the banking sector.

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 22. That section also contains
tables showing the amounts that the executive officers would receive if their
employment was terminated 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.

2008 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. The 2008 Compensation Peer Group was adjusted from the
previous year to better reflect institutions of comparable size and high level
of performance comparable to Glacier. The Compensation Peer Group for 2008
consisted of the following companies:

SVB Financial Group Hancock Holding Company
1st Source Corporation Westamerica Bancorporation
CVB Financial Corp. PrivateBancorp, Inc.
Capital Bancorp Ltd. Sandy Spring Bancorp, Inc.
Community Bank Systems, Inc. Frontier Financial Corporation
Sterling Bancshares, Inc. Banner Corporation
WesBanco, Inc. Integra Bank Corporation
Oriental Financial Group, Inc. Heartland Financial USA, Inc.
Taylor Capital Group, Inc. Chemical Financial Corporation
S&T Bancorp, Inc. Western Alliance Bancorporation

2008 Base Salary

We increased the 2008 base salary of Mr. Blodnick by 3% from his base
salary for 2007. 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, as Mr. Blodnick
declined to accept the full recommended increase. Mr. Blodnick's base salary
remained at approximately 68% of the level of the average base salary for chief
executive officers among the Compensation Peer Group.

Mr. Hippler's 2008 base salary was increased by approximately 10.9% from
his base salary for 2007. Mr. Hippler's base salary for 2008 was determined by,
and paid by, Mountain West Bank, of which Mr. Hippler has served as President
and CEO since its formation in 1993.

Mr. Chery's 2008 base salary was increased by approximately 14.5% from his
base salary for 2007. 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, and his salary for 2007 prior to August 27, 2007 was paid
pursuant to an employment agreement with that institution, which determined the
annual base salary. Mr. Chery's salary from August 27, 2007 to the end of 2007
was negotiated in connection with his promotion. The increase in Mr. Chery's
base salary in 2008 brings his compensation in line with executive officers with
similar levels of responsibility.

Mr. Copher's 2008 base salary was increased by 3% from his base salary for
2007.

2008 Annual Incentive Bonuses

For 2008, we awarded a bonus to our Chief Executive Officer. This bonus was
based on the Committee's determination that our Chief Executive Officer had met
all of the performance measures for 2008 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 5th in
Return on Average Assets, 6th in Return of Average Equity and 3rd in total
return over the past five years. We maintained a strong level of credit quality
through 2008, 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 a bank in Colorado during 2008, and was instrumental in the
success of the Company's public stock offering. 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 68% of the average base salary for chief
executive officers among our peer group. Based upon its evaluation of Mr.
Blodnick's performance during 2008, and in light of his comparatively low base
salary, the Committee recommended a bonus, but Mr. Blodnick declined to accept a
bonus.

Mr. Hippler received a bonus of $67,045, or approximately 26% of his base
salary. Mr. Hippler's bonus was based on the performance of his bank relative to
pre-established performance targets as set by the Committee for Glacier's
subsidiary banks generally.

Messrs. Chery and Copher received bonuses of $25,000 and $35,000,
respectively, or approximately 12.8% and 17.9% of their respective base
salaries.

Long-term Incentives

The Committee established the following targets for option grants to our
executive officers during 2008:

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 2008 (the years 2005, 2006 and
2007) exceeded the 14% level, but did not reach the 16% 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.

During 2008, we granted stock options to purchase an aggregate of 598,810
shares overall, with 29,250 of these shares (or 4.9%) 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 four highest-paid executive officers. No
executive officer of Glacier received non-performance based compensation in
excess of this limit in fiscal 2008. 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 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 2008 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 - Everit A. Sliter

COMPENSATION TABLES

The table on the following page shows compensation paid or accrued for the
last three fiscal years to Glacier's Chief Executive Officer, Chief Financial
Officer and each of the two Named Executives earning in excess of $100,000.

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 2008 $324,450 $ -- $60,403 $46,220 $26,541 $457,614
President and CEO 2007 314,423 150,000 83,885 74,952 29,530 652,790
2006 298,438 200,000 51,546 87,009 29,690 666,683
Ron J. Copher, 2008 $195,700 $ 35,000 $68,416 $ 1,403 $23,858 $324,377
Senior Vice President 2007 190,000 60,500 44,853 -- 47,700 343,053
and CFO 2006 -- -- -- -- -- --
Don J. Chery, 2008 $195,700 $ 25,000 $23,660 $ 4 $24,444 $268,808
Executive Vice 2007 171,073 54,818 28,343 -- 24,285 278,519
President and Chief 2006 -- -- -- -- -- --
Administrative
Officer
Jon W. Hippler, 2008 $256,256 $ 67,045 $32,215 $10,477 $30,708 $396,701
President, Mountain 2007 230,834 91,849 45,006 11,617 35,258 414,564
West Bank 2006 221,508 107,000 30,788 21,440 35,744 416,480

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

(2) Reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31,2008 in accordance with FAS
123(R), and include amounts awarded in and prior to 2008 (as adjusted for
stock splits and stock dividends). Assumptions used to calculate this
amount are included in the footnotes to Glacier's audited financial
statements for the fiscal year ended 2008, included in the Company's
accompanying Annual Report. The options expire five years from the date of
grant and vest two years from the date of grant.

(3) Represents amounts contributed by Glacier to the Named Executives'
individual account 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 2008. Earnings are credited at one-half of the Company' current year
return-on-equity, or 5.75% in 2008.

(4) Amount shown for Mr. Blodnick includes: $6,264 allocated or paid by Glacier
pursuant to the Company's 401(k) matching program; $11,500 allocated or
paid by Glacier pursuant to Glacier's Profit Sharing Plan.

Amount shown for Mr. Copher includes: $5,615 allocated or paid by Glacier
pursuant to the Company's 401(k) matching program; $11,485 allocated or
paid by Glacier pursuant to Glacier's Profit Sharing Plan.

Amount shown for Mr. Chery includes: $6,614 allocated or paid by Glacier
pursuant to the Company's 401(k) matching program; $11,024 allocated or
paid by Glacier pursuant to Glacier's Profit Sharing Plan.

Amount shown for Mr. Hippler includes: $7,390 allocated or paid by Glacier
pursuant to the Company's 401(k) matching program; $11,500 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 costs to the Company of
providing such benefits to any individual executive officer during the year
ended December 31, 2008 did not exceed $10,000 in the aggregate.

2008 GRANTS OF PLAN-BASED AWARDS

The following table provides information on the grant of equity and
non-equity awards during 2008.

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

Michael J. Blodnick 1/30/2008 11,250 $18.19 $40,050
Ron J. Copher 1/30/2008 6,000 $18.19 21,360
Don J. Chery 1/30/2008 6,000 $18.19 21,360
Jon W. Hippler 1/30/2008 6,000 $18.19 21,360

----------
(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 is computed in accordance
with FAS 123(R). Information regarding the stock option awards can be found
in the footnotes to Glacier's financial statements, included in the
accompanying Annual Report.

2008 OPTION EXERCISES AND STOCK VESTED

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

Michael J. Blodnick 7,734 66,242
Ron J. Copher 0 0
Don J. Chery 7,734 66,242
Jon W. Hippler 5,997 34,363

----------
(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.

2008 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 7,032 $13.37 01/28/2009
7,443 16.67 01/26/2010
22,500 20.96 01/25/2011
15,000(2) 23.47 01/31/2012
11,250(3) 18.19 01/30/2013
Ron J. Copher 15,000 24.40 12/18/2011
8,000(2) 23.47 01/31/2012
6,000(3) 18.19 01/30/2013
Don J. Chery 7,032 13.37 01/28/2009
7,443 16.67 01/26/2010
7,500 20.96 01/25/2011
5,000(2) 23.47 01/31/2012
6,000(3) 18.19 01/30/2013
Jon W. Hippler 12,000 20.96 01/25/2011
8,000(2) 23.47 01/31/2012
6,000(3) 18.19 01/30/2013

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

(2) Options became fully vested January 31, 2009.

(3) Options become fully vested January 30, 2010.

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. The aggregate number of shares available for issuance under the
2005 Plan is 2,942,452 of which no more than 2,000,867 may be granted in a form
other than stock options and stock appreciation rights. All share amounts have
been adjusted for applicable stock splits and stock dividends.

POST EMPLOYMENT AND TERMINATION BENEFITS

2008 NONQUALIFIED DEFERRED COMPENSATION

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

Michael J. Blodnick $ -- $40,575 $746,230
Ron J. Copher -- -- --
Don J. Chery -- -- --
Jon W. Hippler 13,409 8,198 150,774

----------
(1) Amounts deferred pursuant to the Deferred Compensation Plan, which are
reported as compensation to each of the Named Executives in the Summary
Compensation Table. 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
5.75% in 2008.

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

Michael J. Blodnick SERP N/A $614,038 $0
Ron J. Copher SERP N/A 3,464 0
Don J. Chery SERP N/A 65 0
Jon W. Hippler SERP N/A 57,520 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 2008, 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 $122,808; Mr. Copher $693;
Mr. Chery $13; Mr. Hippler $11,504. 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 Supplemental Executive Retirement Plan (the "SERP")
for senior executive officers, and entered into separate Supplemental Executive
Retirement Agreements 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. 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.

Michael J. Blodnick Employment Agreement. During calendar year 2008, Mr.
Blodnick's employment was governed by an employment agreement that became
effective January 1, 2008. The agreement terminated December 31, 2008 and a new
agreement was entered into effective January 1, 2009. Mr. Blodnick's agreement
provides for an annual salary (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 2008, Mr. Copher's
employment was governed by an employment agreement that became effective January
1, 2008. The agreement terminated December 31, 2008, and a new agreement was
entered into effective January 1, 2009. 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 for an annual salary
(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, 2008; and (ii) assumes the triggering event was December 31, 2008.

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

Base salary $324,450 $970,106 $195,700 $391,400
Healthcare and other benefits 6,270 18,747 6,157 12,314
Fair market values of
accelerated equity
vesting (3) -- -- -- --
Perquisites -- -- -- --
-------- -------- -------- --------
Total $330,720 $988,853 $201,857 $403,714
======== ======== ======== ========

----------
(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, 2007 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 2008, Mr. Chery's
employment was governed by an employment agreement that became effective January
1, 2008. The Agreement

terminated December 31, 2008 and a new agreement was entered into effective
January 1, 2009. 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 for an annual salary (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.

Jon W. Hippler Employment Agreement. During calendar year 2008, Mr.
Hippler's employment was governed by an employment agreement dated January 1,
2008 with Mountain West Bank, as ratified by the Company. The Agreement
terminated December 31, 2008 and a new agreement was entered into, again with
Mountain West Bank and ratified by the Company, effective January 1, 2009.

Mr. Hippler is employed as the CEO of Mountain West Bank, located in Coeur
d'Alene, Idaho. In other regards, and except as set forth below, the employment
agreement for Mr. Hippler is substantially the same as the agreements for
Messrs. Blodnick, Copher and Chery. Mr. Hippler's current salary is $263,944.
Incentive compensation is to be determined by Mountain West Bank's board of
directors and ratified by the Company's board of directors. Mr. Hippler is
prohibited from competing with the Company or any of its subsidiaries during the
term of the agreement and for a one-year period following termination of
employment.

If Mr. Hippler's employment is terminated by Mountain West Bank or its
successor within one year following a change in control, the agreement provides
that Mr. Hippler will be entitled to receive an amount equal to his then current
annual salary, payable in 12 monthly installments, plus continued employment
benefits for one year following termination. This amount (one times annual
salary plus continuation of benefits) would also be payable if Mr. Hippler
terminates his employment within one year following a change in control. If Mr.
Hippler's employment is terminated by Mountain West Bank, other than for cause,
in certain circumstances following announcement of a change in control that
subsequently occurs, Mr. Hippler will be entitled to receive an amount equal to
his then current annual salary, payable in 12 monthly installments.

The table below shows the maximum amounts that could be paid to Messrs.
Chery and Hippler under their respective agreements. The following information
is based on (i) the executive's compensation at December 31, 2008; and (ii)
assumes the triggering event was December 31, 2008.

Don J. Chery (1) Jon W. Hippler (1)
--------------------------------- ---------------------------------
Termination Termination
Termination (without cause) Termination (without cause)
(without cause) or Termination (without cause) or Termination
or by Executive by Executive or by Executive by Executive
(with Due to a Change (with Due to a Change
good reason) in Control (2) good reason) in Control (2)
--------------- --------------- --------------- ---------------

Base salary $195,700 $391,400 $256,256 $256,256
Healthcare and other benefits 6,205 12,410 5,489 5,489
Fair market values of
accelerated equity vesting (4) -- -- -- --
Perquisites -- -- -- --
-------- -------- -------- --------
Total $201,905 $403,810 $261,745 $261,745
======== ======== ======== ========

----------
(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 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.

(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, 2008 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 2008 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 of the
Name Age Position Company since
------------- --- ------------------------------------------------------------- ----------------

Don J. Chery 46 Executive Vice President, Chief Administrative Officer of the 1989
Company(1)
Ron J. Copher 51 Senior Vice President, Chief Financial Officer, Treasurer and 2006
Assistant Secretary(2)

----------
(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 11, 2009, 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 11, 2009(1)
---- -------- -----------------------

Michael J. Blodnick Director, President and CEO 439,289 .714%(2)
Don J. Chery Executive Vice President, Chief Administrative Officer 59,077 .096%(3)
of the Company
Ron J. Copher Senior Vice President, Chief Financial Officer, 28,477 .046%(4)
Treasurer and Assistant Secretary
James M. English Director, Director of Mountain West Bank 46,099 .075%(5)
Allen J. Fetscher Director, Vice Chairman of First Security Bank of 337,103 .548%(6)
Missoula
Dallas I. Herron Director 19,227 .031%(7)
Jon W. Hippler Director, Director/CEO of Mountain West Bank 40,957 .067%(8)
Craig A. Langel Director, Director of First Security Bank 71,209 .116%(9)
L. Peter Larson Director 891,825 1.450%(10)
Dr. Douglas J. McBride Director, Director of Western Security Bank 11,204 .018%(11)
John W. Murdoch Director, Director of Big Sky Western Bank 16,527 .027%(12)
Everit A. Sliter Chairman of Glacier and Glacier Bank 415,650 .676%(13)
Executive officers and 2,376,644 3.865%(14)
directors as a group (12
individuals

----------
(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 11, 2009
(60 days after January 11, 2009), and have been adjusted for stock splits
and stock dividends.

(2) Includes 241,289 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; 29,486 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 44,943 shares that
could be acquired within 60 days by the exercise of stock options.

(3) Includes 39,134 shares held jointly with Mr. Chery's wife and 19,943 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; 2,477 shares
held for Mr. Copher's account in the Company's Profit Sharing/401(k) Plans;
and 23,000 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; 28,735
shares owned jointly with Mr. English's wife; and 11,847 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
15,363 shares that could be acquired within 60 days by the exercise of
stock options.

(7) Includes 11,320 shares held jointly with Mr. Herron's wife; 1,248 shares
owned by Mr. Herron's wife; 701 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 4,065 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 20,000 shares
that could be acquired within 60 days by the exercise of options.

(9) Includes 10,606 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 11,847 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 6,250
shares that could be acquired by Dr. McBride within 60 days by the exercise
of options.

(12) Includes 7,002 shares held in a family trust for which Mr. Murdoch has
voting and dispositive power and 9,525 shares that could be acquired within
60 days by the exercise of stock options.

(13) Includes 24,867 shares held jointly with Mr. Sliter's wife; 113,578 shares
owned by Mr. Sliter's wife; 44,817 shares owned by Mr. Sliter's wife's IRA;
158,539 shares held by Mr. Sliter's IRA; 25,902 shares held by Mr. Sliter's
SEPP IRA; 6,416 shares held by Mr. Sliter's SRA; 3,444 shares held in a
family partnership; and 11,847 shares that could be acquired within 60 days
by the exercise of stock options.

(14) Includes 189,236 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, 2008 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
------------------- ----------------- ----------------

T. Rowe Price Associates, Inc. (2) 5,662,999 9.3%
100 E. Pratt Street
Baltimore, Maryland 21202

Barclays Global Investors, N.A. (3) 4,134,322 6.81%
45 Fremont Street
San Francisco, California 94105

----------
(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 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.

(3) Based on a Schedule 13G filed under the Exchange Act. The securities are
beneficially owned by Barclays Global Investors, NA and related entities,
including Barclays Global Fund Advisors and Barclays Global Investors, Ltd.
Barclays Global Investors, NA reported beneficial ownership of 1,442,755
shares, or 2.38% of outstanding common stock. Barclays Global Fund Advisors
reported beneficial ownership of 2,651,391 shares, or 4.37% of outstanding
common stock, and Barclays Global Investors reported beneficial ownership
of 40,176 shares, or 0.07% of outstanding common stock.

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 2008 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.

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, 2008, 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.

REGISTERED PUBLIC ACCOUNTANTS

BKD, LLP ("BKD"), an independent registered public accounting firm,
performed the audit of our consolidated financial statements, which includes our
subsidiaries, for the year ended December 31, 2008. A representative of BKD will
be present at the Annual Meeting and will be available to respond to appropriate
questions. The representative will have the opportunity to make a statement if
he or she desires.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table sets forth the aggregate fees charged to Glacier by BKD
for audit services rendered in connection with the audited consolidated
financial statements and reports for the 2008 and 2007 fiscal years.

FEE CATEGORY FISCAL 2008 % OF TOTAL FISCAL 2007 % OF TOTAL
------------ ----------- ---------- ----------- ----------

Audit Fees $767,300 77.3% $699,623 94.2%
Audit-Related Fees 224,860 22.7% 43,130 5.8%
Tax Fees 0 00.0% 0 00.0%
All Other Fees 0 00.0% 0 00.0%
Total Fees $992,160 100.0% $742,753 100.0%
======== ===== ======== =====

Audit Fees. Consists of fees billed to Glacier for professional services
rendered by BKD 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 2008 include technical accounting research and
accounting matters relating to implementation of new and revised accounting
standards and SEC filings in connection with Glacier's public equity offering
and financial institution acquisition. Fees in 2007 relate to technical
accounting research.

Tax Fees. There were no fees incurred for tax services for the fiscal years
ended December 31, 2008 and 2007.

All Other Fees. There were no fees for services not included above for the
fiscal years ended December 31, 2008 and 2007.

In considering the nature of the services provided by BKD, the Audit
Committee determined that such services are compatible with the provision of
independent audit services. The Audit Committee discussed these services with
BKD 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 in 2008 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 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 in each of the
Disclosure Categories in the following fiscal year be presented to the Audit
Committee for approval.

Services provided by BKD 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 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 2009 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 27, 2009 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 27, 2009, 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 27, 2009. 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, 2008, 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 2008 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 27, 2009 BY ORDER OF THE BOARD OF DIRECTORS

/s/ LeeAnn Wardinsky
----------------------------------------
LeeAnn Wardinsky, Secretary

ANNUAL MEETING OF SHAREHOLDERS OF

GLACIER BANCORP, INC.

APRIL 29, 2009

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 proxy card
available when you call and use the Company Number and Account Number
shown on your proxy card. COMPANY NUMBER ____________________________________________

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

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.

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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy
Card are available at - www.glacierbancorp.com
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(Arrow) Please detach along perforated line and mail in the envelope provided IF you are not voting via
telephone or the Internet. (Arrow)

[X] 21000000000000000000 6 042909

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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1. ELECTION OF DIRECTORS. To elect 10 directors to serve on the 2. Other Business. To act on such other matters as may
Board of Directors until the 2010 Annual Meeting of Shareholders. properly come before the meeting or any adjournments
or postponements.
NOMINEES:
[ ] FOR ALL NOMINEES ( ) Michael J. Blodnick Management knows of no other matters that may properly be,
( ) James M. English or which are likely to be, brought before the Annual
[ ] WITHHOLD AUTHORITY ( ) Allen J. Fetscher Meeting. However, if any other matters are properly
FOR ALL NOMINEES ( ) Dallas I. Herron presented at the Annual Meeting, this Proxy will be voted
( ) Jon W. Hippler in accordance with the recommendations of management.
[ ] FOR ALL EXCEPT ( ) Craig A. Langel
(See instructions below) ( ) L. Peter Larson
( ) Douglas J. McBride
( ) John W. Murdoch
( ) Everit A. Sliter

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
corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
[X] is a partnership, please sign in partnership name by authorized person. [X]

[ ]

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 2, 2009, at the Annual Meeting of Shareholders to be held on April 29, 2009, or any adjournment of such
Annual Meeting.

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)

[X] 14475 [X]