GLACIER BANCORP INC (Form: 8-K, Received: 10/31/2012 13:51:37)

Dated: October 31, 2012

GLACIER BANCORP, INC.

/s/ Michael J. Blodnick

Michael J. Blodnick

President and CEO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2012

GLACIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

Montana

(State or other jurisdiction of incorporation)

(Commission File Number)

000-18911

(IRS Employer Identification No.)

81-0519541

49 Commons Loop

Kalispell, Montana 59901

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (406) 756-4200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

Item 8.01.

Other Information.

This Form 8-K is being filed for the purpose of updating the description of capital stock of Glacier Bancorp, Inc. (“Glacier”) contained in the Form 10 Registration Statement, as amended, filed by Glacier pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, with the Securities Exchange Commission, and any amendment or reports filed for the purpose of updating that description. The following summarizes the material features of Glacier’s capital stock and is subject to the provisions of Glacier’s amended and restated articles of incorporation (“Articles of Incorporation”) and amended and restated bylaws (“Bylaws”) and the relevant portions of the Montana Business Corporation Act (“MBCA”), and applicable rules.

General

Our authorized capital stock consists of:

•

117,187,500 shares of our common stock, $0.01par value per share (“Common Stock”); and

•

1,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”).

As of October 23, 2012, there were 71,937,222 shares of our Common Stock issued and outstanding and approximately 813,955 shares of Common Stock issuable upon exercise of outstanding stock options. No shares of Preferred Stock are currently outstanding.

Common Stock

General

Holders of Common Stock have one vote per share on all matters submitted to a vote of our shareholders. There are no cumulative voting rights for the election of directors. In the event of a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any outstanding Preferred Stock. Holders of shares of our Common Stock have no preemptive, subscription, redemption, sinking fund or conversion rights.

Dividend Rights

Dividends may be paid on Glacier Common Stock as and when declared by the Glacier board of directors out of funds legally available for the payment of dividends. The Glacier board of directors may issue Preferred Stock that is entitled to such dividend rights as the board of directors may determine, including priority over the Common Stock in the payment of dividends.

The ability of Glacier to pay dividends basically depends on the amount of dividends paid to it by its subsidiaries. The payment of dividends is subject to government regulation, in that regulatory authorities may prohibit banks and bank holding companies from paying dividends in a manner that would constitute an unsafe or unsound banking practice. In addition, a bank may not pay cash dividends if doing so would reduce the amount of its capital below that necessary to meet minimum applicable regulatory capital requirements. State laws also limit a bank’s ability to pay dividends. Accordingly, the dividend restrictions imposed on the subsidiaries by statute or regulation effectively may limit the amount of dividends Glacier can pay.

Antitakeover Effects of Certain Provisions in our Articles of Incorporation

Certain provisions of our Articles of Incorporation may be deemed to have an antitakeover effect and may collectively operate to delay, defer or prevent a tender offer or takeover attempt that a shareholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for the shares held by our shareholders. These provisions include:

Preferred Stock Authorization. The board of directors, without shareholder approval, has the authority under our articles of incorporation to issue Preferred Stock with rights superior to the rights of the holders of Common Stock. As a result, Preferred Stock, while not intended as a defensive measure against takeovers, could be issued quickly and easily, could adversely affect the rights of holders of Common Stock and could be issued with terms calculated to delay or prevent a change of control of the Company or make removal of management more difficult.

Articles of Incorporation Limitation on Business Combinations. Glacier’s articles of incorporation include certain provisions that could make more difficult the acquisition of Glacier by means of a tender offer, a proxy contest, merger or otherwise. These provisions consist of a requirement that any “Business Combination” (as defined in the articles of incorporation) be approved by the affirmative vote of not less than 80% of the voting power of the then outstanding shares unless it is either approved by the board of directors or certain price and procedural requirements are satisfied.

The “supermajority” approval requirement for certain business transactions and the availability of Glacier’s preferred stock for issuance without shareholder approval, may have the effect of lengthening the time required for a person to acquire control of Glacier through a tender offer, proxy contest or otherwise, and may deter any potentially unfriendly offers or other efforts to obtain control of Glacier. This could deprive Glacier’s shareholders of opportunities to realize a premium for their Glacier common stock, even in circumstances where such action was favored by a majority of Glacier’s shareholders.

Approval of Certain Transactions

The MBCA does not contain any “anti-takeover” provisions imposing specific requirements or restrictions on transactions between a corporation and significant shareholders. Glacier’s articles of incorporation contain a provision requiring that specified transactions with an “interested shareholder” be approved by 80% of the voting power of the then outstanding shares unless it is (i) approved by Glacier’s board of directors, or (ii) certain price and procedural requirements are satisfied. An “interested shareholder” is broadly defined to include the right, directly or indirectly, to acquire or to control the voting or disposition of 10% or more of Glacier’s voting stock.

Amendment of Articles and Bylaws

The MBCA authorizes a corporation’s board of directors to make various changes of an administrative nature to its articles of incorporation. Other amendments to a corporation’s articles of incorporation must be recommended to the shareholders by the board of directors, unless the board determines that because of a conflict of interest or other special circumstances it should make no recommendation, and must be approved by a majority of all votes entitled to be cast by each voting group that has a right to vote on the amendment. The Glacier board of directors may, by a majority vote, amend Glacier’s bylaws.

Restrictions on Ownership under Applicable Law

The Bank Holding Company Act requires any “bank holding company,” as defined in the Bank Holding Company Act, to obtain the approval of the Federal Reserve Board prior to the acquisition of 5% or more of our Common Stock. Any person, other than a bank holding company, is required to obtain prior approval of the Federal Reserve Board to acquire 10% or more of our Common Stock under the Change in Bank Control Act. Any holder of 25% or more of our Common Stock, or a holder of 5% or more if such holder otherwise exercises a “controlling influence” over us, is subject to regulation as a bank holding company under the Bank Holding Company Act.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


10.1		Glacier Bancorp, Inc. Nonemployee Services Provided Deferred Compensation Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

GLACIER BANCORP, INC.

NONEMPLOYEE SERVICE PROVIDER

DEFERRED COMPENSATION PLAN

Effective as of July 25, 2012

Glacier Bancorp, Inc. (the “Company”), a Montana corporation, hereby establishes this Nonemployee Service Provider Deferred Compensation Plan (the “Plan”), effective as of July 25, 2012. The Plan is a nonqualified deferred compensation plan that is unfunded and is maintained primarily for the purpose of providing deferred compensation for a certain non-employee service providers of the Company and its Affiliates. The term “Affiliate,” as used in this Plan, shall mean an entity that is treated as a single employer with the Company under Sections 414(b) or 414(c) of the U.S. Internal Revenue Code of 1986, as amended (“Code”).

ARTICLE I - ELIGIBILITY TO PARTICIPATE

Participation in the Plan is limited to such non-employee service providers of the Company or its Affiliates as the Board of Directors (“Board”) of the Company may identify by resolution from time to time as being eligible to participate in the Plan.

ARTICLE II - ELECTION TO DEFER

a. ELECTION TO DEFERRAL An individual who is eligible to participate in the Plan may elect to defer compensation hereunder, and become a participant in the Plan (“Participant”), by delivering to the Company a “Deferral Election Form” (substantially in the form attached hereto as Exhibit A) and a “Payment Election Form” (substantially in the form attached hereto as Exhibit B).

b. TIME OF DEFERRAL ELECTION. An election to defer compensation, made in the manner described in paragraph a. of this Article II, shall be effective to defer compensation earned for services performed in the first calendar year after the calendar year in which the election is made and in all future years, until revoked as provided in the Plan. Notwithstanding the immediately preceding sentence, in the case of the first calendar year in which an individual becomes eligible to participate in the Plan, as described in Treas. Reg. Section 1.409A-2(a)(7), if the individual makes an election to defer compensation within thirty (30) days after the date he becomes eligible to participate in the Plan, then the election to defer compensation shall be effective to defer compensation earned for services to be performed in that year after the election.

c. MAXIMUM ANNUAL DEFERRAL. A Participant may elect to defer under the Plan up to 100% of fees that that he earns for services performed during a calendar year as a non-employee service provider of the Company or an Affiliate.

d. REVOCATION OF DEFERRAL ELECTION. A Participant may revoke an election to defer compensation under the Plan by delivering to the Company a new Deferral Election Form indicating therein that he elects to discontinue deferral of compensation under the Plan. The new Deferral Election Form shall only be effective with respect to compensation earned for services performed in calendar years after the calendar year in which the new form is delivered to the Company, and the last valid deferral election shall remain in effect with respect to compensation earned for services performed in the calendar year of such delivery.

e. CHANGE IN AMOUNT DEFERRED. A Participant may change the amount that he elects to defer under the Plan by delivering to the Company a new Deferral Election Form indicating therein that he elects to change the amount of compensation that he defers under the Plan and showing the new amount that he elects to defer. The new Deferral Election Form shall only be effective with respect to compensation earned for services performed in calendar years after the calendar year in which the new form is delivered to the Company, and the last valid deferral election shall remain in effect with respect to compensation earned for services performed in the calendar year of such delivery.

f. NO DEFERRALS AFTER PAYMENTS BEGIN. A Participant may not defer hereunder compensation, if any, earned for services performed after the occurrence of the Payment Trigger Event elected by him.

ARTICLE III - DEFERRED AMOUNTS

Amounts deferred by a Participant pursuant to a Deferral Election Form shall be credited, as of the date such amounts would otherwise be paid to the Participant, to a bookkeeping account (“Account”) maintained in the name of the Participant on the books and records of the Company. If the Account of a Participant has a credit balance as of December 31 of a calendar year, the Company shall adjust the Account as of the end of such calendar year to reflect a rate of return (either positive or negative) equal to fifty percent (50%) of return on average equity of common stock issued by the Company as of December 31 of such calendar year (which return on average equity shall be determined by the Company using such rounding conventions as it determines, in its sole discretion, to be appropriate). Such adjustment shall be made by multiplying the fifty percent (50%) of return on average equity by the average daily balance in the Account in the calendar year, and adding or subtracting the resulting product from the credit balance. The balance of the Account, as of any time, shall be the sum of amounts deferred by a Participant and credited to his Account on or before such time, plus or minus adjustments to such Account under the immediately preceding sentence on or before such time, less any amounts paid or withdrawn from such Account under Article IV on or before such time.

ARTICLE IV - PAYMENTS TO PARTICIPANTS

a. PAYMENT TRIGGER EVENTS. Amounts credited to the Account of a Participant shall be paid to him on, or beginning on, the first day of the first month immediately following the month in which one of the following events (“Payment Trigger Event”) occurs, as elected by the Participant in a Payment Election Form:

(i)

Separation from Service (defined below);

(ii)

Attainment of age sixty-five (65);

(iii)

Any of the first five (5) anniversary dates following his Separation from Service, as specified by Participant in his Payment Election Form; or

(iv)

Any of the first five (5) anniversary dates following his attainment of age sixty-five (65), as specified by Participant in his Payment Election Form.

b. FORM OF PAYMENT - LUMP-SUM OR INSTALLMENT. Amounts credited to the Account of a Participant shall be paid to him in either a single lump-sum or in equal annual installments over a period of five (5) years, as elected by the Participant in a Payment Election Form.

c. SUBSEQUENT CHANGE IN TIME OR FORM OF PAYMENT. A Participant may not change the Payment Trigger Event or the form of payment elected by him at the time he first becomes a Participant. If a Participant revokes his election to defer compensation, as permitted in the Plan, and subsequently makes an election to continue deferring compensation hereunder, then the Payment Trigger Event and form of payment previously elected by him shall govern all payments to him under the Plan.

d. PAYMENTS ON DEATH OF PARTICIPANT. If Participant dies before he is paid the entire balance of his Account, then the Company shall pay the unpaid balance of the Account, within ninety (90) days following his death, in a single lump-sum to the primary or contingent Designated Beneficiary, as elected by the Participant. If a primary Designated Beneficiary does not survive Participant, then the share otherwise payable to him shall be paid to the primary Designated Beneficiary’s estate; provided, however, that if the Participant has designated a contingent Designated Beneficiary, then such share shall be paid to the contingent Designated Beneficiary. If the contingent Designated Beneficiary does not survive the Participant, then the share otherwise payable to him shall be paid to the contingent Designated Beneficiary’s estate. As used herein, the term “Designated Beneficiary” means the person or persons designated by Participant to receive Benefits in the event of Participant’s death before all amounts credited to his Account have been paid to him. Participant shall designate the Designated Beneficiary by delivering to the Company a Payment Election Form that names the Designated Beneficiary and may change the Designated Beneficiary from time to time by delivering to the Company a Designated Beneficiary Change Form. Any such change shall be effective immediately after the form is delivered to the Company.

e. “SEPARATION FROM SERVICE” DEFINED. For purposes of this Plan, the term “Separation from Service” means that Participant has separated from service with the Company and all Affiliates within the meaning of Treas. Reg. Section 1.409A-1(h). Whether an entity is an “Affiliate” for purposes of this paragraph (f) shall be determined by substituting the language “at least 50 percent” in place of “at least 80 percent” each place that it appears in Code Section 1563(a)(1), (2) and (3) (to determine if a controlled group of corporations exists under Code Section 414(b)) and in Treas. Reg. Section 1.414(c)-2 (to determine trades or businesses (whether or not incorporated) that are under common control under Code Section 414(c)).

ARTICLE V - ANTI-ALIENATION; RIGHTS UNSECURED

a. ANTI-ALIENATION. A Participant’s interest in the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge; and the Company shall not be obligated to make any payments to persons other than as specifically provided in the Plan. All payments required to be made under the Plan shall be

made in the regular course of business from the general funds of the Company as they become due, except that such payments may be made from any trust that the Company may establish in its discretion in accordance with the terms of Article VII below.

b. STATUS AS UNSECURED CREDITOR. Neither the Participants, nor their Designated Beneficiaries, nor any other person or persons having or claiming a right to payments hereunder or an interest in the Plan shall have either a secured claim against the assets of the Company or any other right, title, interest, or claim in or to any specific asset, fund, reserve, account, or property of any kind whatsoever owned by the Company or in which the Company may have any right, title or interest now or in the future. Such persons are unsecured creditors of the Company with respect to any claim for payments or benefits under the Plan and nothing herein shall be construed to give them the right to enforce such claim in any manner other than as an unsecured creditor.

ARTICLE VI - CHANGES TO ELECTIONS

Except as provided in the Plan, elections made by a Participant with respect to his Account are irrevocable.

ARTICLE VII - CHANGE IN CONTROL

At any time before, but not more than five (5) business days after, a change in control, the Company may contribute to a trust assets in an amount equal to the aggregate amount payable to Participants under the Plan, which assets shall be used to assist the Company in making payment to Participants as they come due under the terms and conditions of the Plan. The trust and any assets held therein shall conform to the provisions of the model trust described in Revenue Procedure 92-64 (or any successor thereto). It is the intention of the parties that the Plan and the arrangements associated therewith (including the trust) be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. For purposes of the Plan, the term “change in control” shall mean the occurrence of (i) a merger or consolidation in which the Company is not the continuing or surviving entity or pursuant to which the issued and outstanding shares of common stock of the Company are converted into cash, securities or other property, other than a merger of the Company in which the holders of issued and outstanding shares of the common stock of the Company immediately prior to the merger own more than fifty percent (50%) of the combined voting power of the surviving corporation immediately after the merger, (ii) the acquisition of shares of the Company’s issued and outstanding common stock in a single or a series of related transactions, if immediately thereafter persons who owned shares of such common stock immediately before such acquisition do not own more than fifty percent (50%) of the combined voting power of the Company immediately after such acquisition, or (iii) the sale, transfer or other disposition of all or substantially all of the assets of the Company.

ARTICLE VIII - MISCELLANEOUS PROVISIONS

a. BOARD TO MANAGE PLAN. The Board shall be responsible for managing, operating and administrating the Plan, including making decisions pertaining to granting or denying benefit claims. The Plan shall inure to the benefit of the Participants and shall be

binding upon the Company, its successors and assigns. The Board shall have discretion to amend, or terminate (in accordance with Article X) the Plan at any time and from time to time, provided that no change in the Plan that adversely affects a Participant or a Designated Beneficiary collecting benefits shall be made without the written consent of such Participant or a Designated Beneficiary. The Board shall have the right to interpret the Plan in its sole and absolute discretion (including the application of Code Section 409A thereto) and its interpretation thereof such be final and binding on all persons.

b. SEVERABILITY. In the event any provisions of the Plan are found to be void, illegal or unenforceable, the remaining provisions of this Plan shall nevertheless be binding with the same force and effect as though the void, illegal or unenforceable provisions were not a part of the Plan.

c. COPY OF PLAN MAINTAINED BY SECRETARY. The Secretary of the Company shall maintain a copy of the Plan and any amendments thereto.

d. WITHHOLDING. All payments under the Plan shall be subject to reduction by the Company for all amounts, if any, that the Company is required to withhold under federal, state or local tax laws.

e. RESPONSIBILITY FOR TAXES. Participants are solely responsible and liable for the satisfaction of all taxes, interest and penalties that may arise in connection with their participation in and receipt of payments under the Plan (including those arising under Code Section 409A). The Company shall not have any obligation to indemnify a Participant or otherwise hold him harmless from any such taxes, interest or penalties.

f. ELECTION FORMS. No election made by a Participant with respect to his Account shall be valid or recognized by the Company unless the election is made on a Deferral Election Form, Payment Election Form or Designated Beneficiary Change Form that is properly completed, duly signed and dated by the Participant, and delivered to the Company.

g. USE OF CERTAIN TERMS. As required by the context, (i) words in the masculine, feminine or neuter form shall include the other genders; and (ii) words in the singular or plural shall include the other in number.

ARTICLE IX - TERMINATION

a. GENERAL. The Company may terminate the Plan at any time. Termination of the Plan shall not accelerate the time that amounts credited to the Account of a Participant are paid hereunder. Notwithstanding the immediately preceding sentence, the Company may elect to liquidate the Plan after termination, and accelerate the time that such amounts are paid, if all of the following conditions are satisfied:

(i)

The termination and liquidation of the Plan does not occur proximate to a downturn in the financial health of the Company or any of its Affiliates;

(ii)

The Company and its Affiliates terminate and liquidate all agreements, methods, programs and other arrangements sponsored by the Company and its

Affiliates that would be aggregated with any terminated and liquidated agreements, methods, programs and other arrangements under Treas. Reg. Section 1.409A-1(c) if the same Participant had deferrals of compensation under all of the agreements, methods, programs and other arrangements that are terminated and liquidated;

(iii)

No payments in liquidation of the Plan are made within twelve (12) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan, other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred;

(iv)

All payments are made within twenty-four (24) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and

(v)

Neither the Company nor any Affiliate will adopt a new plan that would be aggregated with any terminated and liquidated plan under Treas. Reg. Section 1.409A-1(c) if the same Participant participated in both plans, at any time within three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan.

b. CHANGE IN CONTROL The Company may irrevocably terminate and liquidate the Plan within thirty (30) days preceding or twelve (12) months following a “change in control event” within the meaning of Treas. Reg. Section 1.409A-3(i)(5), provided that all agreements, methods, programs and other arrangements sponsored by the Company and its Affiliates immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treas. Reg. Section 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the change in control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs and other arrangements within twelve (12) months of the date the Company and its Affiliates irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and arrangements.

c. CORPORATE DISSOLUTION. The Company may irrevocably terminate and liquidate the Plan within twelve (12) months following a corporate dissolution taxed under Code Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes in the latest of following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) he calendar year in which the Plan termination and liquidation occurs; (ii) the first calendar in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

ARTICLE X - EFFECTIVE DATE

This Plan is effective as of July 25, 2012.

EXHIBIT A

GLACIER BANCORP, INC.

NONEMPLOYEE SERVICE PROVIDER

DEFERRED COMPENSATION PLAN

Effective as of July 25, 2012

DEFERRAL ELECTION FORM

The undersigned (“Participant”) elects to defer compensation under the Glacier Bancorp, Inc. Nonemployee Service Provider Deferred Compensation Plan (“Plan”) as provided herein.

1. REASON FOR SUBMITTING FORM.

CHECK ONE OF THE FOLLOWING BOXES:

INITIAL ELECTION TO DEFER COMPENSATION - Only check this box if you have never submitted a Deferral Election Form.

CHANGE AMOUNT OF COMPENSATION DEFERRED - Only check this box if you previously filed a Deferral Election Form and you now wish to change the amount of compensation that is deferred under the Plan.

DISCONTINUE DEFERRAL OF COMPENSATION - Only check this box if you previously filed a Deferral Election Form and you now wish to discontinue deferral of compensation under the Plan.

2. AMOUNT DEFERRED. Participant elects to defer the following compensation under the Plan:

COMPLETE ONE OR MORE OF THE FOLLOWING UNLESS YOU ARE ELECTING TO DISCONTINUE DEFERRAL OF COMPENSATION


		Dollar amount or percentage of salary payable in cash (not to exceed in either case 50% of annual base salary)

		Dollar amount or percentage of cash bonuses (not to exceed in either case 100% of such bonus)

		Dollar amount or percentage of director fees (not to exceed in either case 100% of such fees)

THIS ELECTION TO DEFER COMPENSATION SHALL REMAIN IN EFFECT UNTIL CHANGED OR REVOKED, AS PROVIDED IN THE PLAN. A CHANGE OR REVOCATION OF AN ELECTION TO DEFER COMPENSATION IS GENERALLY NOT EFFECTIVE UNTIL THE CALENDAR YEAR AFTER THE CALENDAR YEAR IN WHICH

YOU DELIVER A NEW DEFERRAL ELECTION FORM TO THE COMPANY. SEE ARTICLE II OF THE PLAN.

PARTICIPANT:


						Date:

Print name:

PARTICIPANT’S SIGNATURE HERETO WITNESSED BY:


						Date:

Print name:

EXHIBIT B

GLACIER BANCORP, INC.

INDEPDENDENT SERVICE PROVIDER

DEFERRED COMPENSATION PLAN

Effective as of July 25, 2012

PAYMENT ELECTION FORM

The undersigned (“Participant”) elects to receive payments under the Glacier Bancorp, Inc. Nonemployee Servicer Provider Deferred Compensation Plan (“Plan”) from his Account (as defined in the Plan) as provided herein.

1. PAYMENT TRIGGER EVENTS. Participant IRREVOCABLY elects to have amounts credited to his Account paid to him on, or beginning on, the first day of the first month immediately following the month in which the following Payment Trigger Event occurs:

CHECK ONE OF THE FOLLOWING BOXES:

Separation from Service;

Attainment of age of sixty-five (65);

The following anniversary date of Participant’s Separation from Service (write 1st, 2nd, 3rd, 4th or 5th in space); or

The following anniversary date of Participant’s attainment of age sixty-five (65) (write 1st, 2nd, 3rd, 4th or 5 ^th in space).

NOTE: IF YOU ELECT “ATTAINMENT OF AGE SIXTY-FIVE (65)” OR “THE FOLLOWING ANNIVERSARY DATE OF PARTICIPANT’S ATTAINMENT OF AGE SIXTY-FIVE (65),” THEN YOU MAY NOT DEFER COMPENSATION, IF ANY, EARNED FOR SERVICES PERFORMED AFTER THE OCCURRENCE OF SUCH PAYMENT TRIGGER EVENT.

2. FORM OF PAYMENT. Participant IRREVOCABLY elects to have amounts credited to his Account paid to him on, or beginning on, the date described in paragraph 2 hereof in the following form:

CHECK ONE OF THE FOLLOWING BOXES:

Single lump-sum; or

Equal annual installments over a period of five (5) years

3. DESIGNATED BENEFICIARY .

a. PRIMARY DESIGNATED BENEFICIARY. Participant elects to have the unpaid balance of his Account (“Remaining Balance”) paid, within ninety (90) days following his death, in a single lump-sum to the following primary Designated Beneficiary(ies):

If a primary Designated Beneficiary predeceases Participant, then the Remaining Balance shall be paid instead, within ninety (90) days following Participant’s death, to the primary Designated Beneficiary’s estate; provided, however, that if Participant has named a contingent Designated Beneficiary in paragraph 3.b, then the Remaining Balance shall be paid instead as provided in such paragraph.

b. CONTINGENT DESIGNATED BENEFICIARY. Participant elects to have the Remaining Balance paid, within ninety (90) days following his death, in a single lump-sum to the following contingent Designated Beneficiary(ies):

If a contingent Designated Beneficiary predeceases Participant, then the Remaining Balance shall be paid instead, within ninety (90) days following Participant’s death, to the contingent Designated Beneficiary’s estate.

4. WITHHOLDING. All payments under the Plan shall be subject to reduction by the Company for all amounts, if any, that the Company is required to withhold under federal, state or local tax laws.

5. CAPITALIZED TERMS. Capitalized terms not otherwise defined herein have the meaning given to those terms in the Plan.

6. PLAN CONTROLS. This Payment Election Form is subject to the terms and conditions of the Plan, which may cause payments to be paid either sooner or later, and in a different form, than elected by Participant hereunder.

PARTICIPANT ACKNOWLEDGES THAT HE HAS RECEIVED A COPY OF THE PLAN, HAS READ IT AND AGREES TO BE BOUND BY IT.

PARTICIPANT:


						Date:

Print name:

PARTICIPANT’S SIGNATURE HERETO WITNESSED BY:


						Date:

Print name:

EXHIBIT C

GLACIER BANCORP, INC.

NONEMPLOYEE SERVICE PROVIDER

DEFERRED COMPENSATION PLAN

Effective as of July 25, 2012

DESIGNATED BENEFICIARY CHANGE FORM

The undersigned (“Participant”) elects to change the Designated Beneficiary(ies) of his Account under the Glacier Bancorp, Inc. Nonemployee Servicer Provider Deferred Compensation Plan (“Plan”) as provided herein.

1. PRIMARY DESIGNATED BENEFICIARY. Participant elects to have the unpaid balance of his Account (“Remaining Balance”) paid, within ninety (90) days following his death, in a single lump-sum to the following primary Designated Beneficiary(ies):

If a primary Designated Beneficiary predeceases Participant, then the Remaining Balance shall be paid instead, within ninety (90) days following Participant’s death, to the primary Designated Beneficiary’s estate; provided, however, that if Participant has named a contingent Designated Beneficiary in paragraph 2, then the Remaining Balance shall be paid instead as provided in such paragraph.

2. CONTINGENT DESIGNATED BENEFICIARY. Participant elects to have the Remaining Balance paid, within ninety (90) days following his death, in a single lump-sum to the following contingent Designated Beneficiary(ies):

3. CAPITALIZED TERMS. Capitalized terms not otherwise defined herein have the meaning given to those terms in the Plan.

4. PRIOR ELECTIONS SUPERSEDED. This Change in Designated Beneficiary Form supersedes any forms dated prior to the date hereof that name Designated Beneficiaries of Participant’s Account.

PARTICIPANT:


						Date:

Print name:

PARTICIPANT’S SIGNATURE HERETO WITNESSED BY:


						Date:

Print name: