Item 1.01 Entry into a Material Definitive Agreement

On January 26, 2005, the Board of Directors of Glacier Bancorp, Inc. (the “Company”) approved new employment agreements for Michael J. Blodnick, the Company’s President and CEO, and James H. Strosahl, the Company’s Executive Vice President and CFO.  The Board also ratified new employment agreements for Jon W. Hippler, the President and CEO of the Company’s subsidiary Mountain West Bank, and William L. Bouchee, the CEO of the Company’s subsidiary First Security Bank of Missoula.  Messrs. Blodnick, Hippler and Bouchee are also directors of the Company.  The terms of the agreements are for one year, commencing effective January 1, 2005.  The agreements replace substantially similar agreements that had expired on December 31, 2004.

Michael J. Blodnick.  Mr. Blodnick’s agreement provides for an annual salary (currently $259,375.00), with subsequent increases subject to the Boards’ review of Mr. Blodnick’s compensation and performance.  Incentive compensation is to be determined by the Board, 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, for the remainder of the term, the salary and other benefits he would have been entitled to if his employment has not 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 within three years following a change of control (as defined), or in some circumstances following the announcement of a change of control that subsequently occurs, other than for cause, the agreement provides that 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.  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(b)(2)(A) 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.

James H. Strosahl.  Mr. Strosahl’s agreement provides for an annual salary (currently $194,494.30), with subsequent increases subject to the Boards’ review of Mr. Strosahl’s compensation and performance.  Incentive compensation is to be determined by the Board, 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. Strosahl’s employment is terminated by the Company without cause (as defined) or by Mr. Strosahl for good reason (as defined) during the term of the agreement, Mr. Strosahl will receive, for the remainder of the term, the salary and other benefits he would have been entitled to if his employment has not terminated.  Mr. Strosahl is prohibited from competing with the Company or its subsidiaries during the term of the agreement and for a two-year period following his termination of employment.

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