GLACIER BANCORP INC
EXHIBIT 10.(I)
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<TYPE>EX-10.(I)
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<FILENAME>v88506exv10wxiy.txt
<DESCRIPTION>EXHIBIT 10.(I)
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                                                                   EXHIBIT 10(i)

                              EMPLOYMENT AGREEMENT

                  AGREEMENT between Mountain West Bank, ("Bank"), and Jon W.
         Hippler, ("Executive"), and ratified by Glacier Bancorp, Inc.
         ("Bancorp"),

                                    RECITALS

A.       Mountain West Bank, ("Bank"), is a wholly owned subsidiary of Glacier
         Bancorp, Inc., ("Bancorp").

B.       Executive is the President and Chief Executive Officer of the Bank, a
         director of the Bank, and a director of Bancorp.

C.       The Bank desires Executive to continue his employment at the Bank under
         the terms and conditions of this Agreement.

D.       Executive desires to continue his employment at the Bank under the
         terms and conditions of this Agreement.

                                    AGREEMENT

1.       EMPLOYMENT. The Bank agrees to employ Executive and Executive accepts
         employment by the Bank on the terms and conditions set forth in this
         Agreement. Executive's title will be President and Chief Executive
         Officer of the Bank. During the term of this Agreement, Executive will
         serve as a director of the Bank.

2.       TERM. The term of this Agreement is from September 9, 2002 to December
         31, 2002.

3.       DUTIES. The Bank will employ Executive as its President and Chief
         Executive Officer. Executive will faithfully and diligently perform his
         assigned duties, which are as follows:

         (a)      Bank Performance. Executive will be responsible for all
                  aspects of the Bank's performance, including without
                  limitation, directing that daily operational and managerial
                  matters are performed in a manner consistent with the Bank's
                  and Bancorp's policies.

         (b)      Development and Preservation of Business. Executive will be
                  responsible for the development and preservation of banking
                  relationships and other business development efforts
                  (including appropriate civic and community activities) in
                  Kootenai County.

         (c)      Report to Board. Executive will report directly to the Bank's
                  board of directors and to the Chief Executive Officer of
                  Bancorp. The Bank's board of directors may, from time to time,
                  modify Executive's title or add, delete, or modify

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                  Executive's performance responsibilities to accommodate
                  management succession, as well as any other management
                  objectives of the Bank or of Bancorp. Executive will assume
                  any additional positions, duties and responsibilities as may
                  reasonably be requested of him with or without additional
                  compensation, as appropriate and consistent with Sections 3(a)
                  and 3(b) of this Agreement.

4.       EXTENT OF SERVICES. Executive will devote all of his working time,
         attention and skill to the duties and responsibilities set forth in
         Section 3. To the extent that such activities do not interfere with his
         duties under Section 3, Executive may participate in other businesses
         as a passive investor, but (a) Executive may not actively participate
         in the operation or management of those businesses, and (b) Executive
         may not, without the Bank's prior written consent, make or maintain any
         investment in a business with which the Bank or Bancorp has an existing
         competitive or commercial relationship.

5.       SALARY. Executive will receive an annual salary of $158,080.00 to be
         paid in accordance with the Bank's regular payroll schedule.

6.       INCENTIVE COMPENSATION. During the Term, the Bank's board of directors,
         subject to ratification by Bancorp's board of directors, will determine
         the amount of bonus to be paid by the Bank to Executive for that year.
         In making this determination, the Bank's board of directors will
         consider factors such as Executive's performance of his duties and the
         safety, soundness and profitability of the Bank. Executive's bonus will
         reflect Executive's contribution to the performance of the Bank during
         the year. This bonus will be paid to Executive no later than January 31
         of the year following the year in which the bonus is earned by
         Executive.

7.       INCOME DEFERRAL. Executive will be eligible to participate in any
         program available to the Bank's and Bancorp's senior management for
         income deferral, for the purpose of deferring receipt of any or all of
         the compensation he may become entitled to under this Agreement.

8.       VACATION AND BENEFITS.

         (a)      Vacation and Holidays. Executive will receive four weeks of
                  paid vacation each year in addition to all holidays observed
                  by the Bank. Executive may carry over, in the aggregate, up to
                  four weeks of unused vacation to a subsequent year. Any unused
                  vacation time in excess of four weeks will not accumulate or
                  carry over from one calendar year to the next. Each calendar
                  year Executive shall take not less than one (1) week vacation.

         (b)      Benefits. Executive will be entitled to participate in any
                  group life insurance, disability, health and accident
                  insurance plans, profit sharing and pension plans and in other
                  employee fringe benefit programs the Bank or Bancorp may have
                  in effect from time to time for its similarly situated
                  employees, in accordance with and subject to any policies
                  adopted by the Bank's board of directors with respect to the
                  plans or programs, including without limitation, any incentive
                  or employee stock option plan, deferred compensation plan,
                  401(k) plan, and Supplemental Executive Retirement Plan
                  (SERP). Neither the Bank nor Bancorp, through this Agreement,
                  obligate itself to make any particular benefits available to
                  its employees.

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         (c)      Business Expenses. The Bank will reimburse Executive for
                  ordinary and necessary expenses which are consistent with past
                  practice at the Bank (including, without limitation, travel,
                  entertainment, and similar expenses) and which are incurred in
                  performing and promoting the Bank's business. Executive will
                  present from time to time itemized accounts of these expenses,
                  subject to any limits of the Bank policy or the rules and
                  regulations of the Internal Revenue Service.

9.       TERMINATION OF EMPLOYMENT.

         (a)      Termination by the Bank for Cause. If the Bank terminates
                  Executive's employment for Cause (defined below) before this
                  Agreement terminates, the Bank will pay Executive the salary
                  earned and expenses reimbursable under this Agreement incurred
                  through the date of his termination. Executive will have no
                  right to receive compensation or other benefits for any period
                  after termination under this Section 9(a).

         (b)      Other Termination by the Bank. If the Bank terminates
                  Executive's employment without Cause before this Agreement
                  terminates, or Executive terminates his employment for Good
                  Reason (defined below), the Bank will pay Executive for the
                  remainder of the Term the compensation and other benefits he
                  would have been entitled to if his employment had not
                  terminated.

         (c)      Death or Disability. This Agreement terminates (1) if
                  Executive dies or (2) if Executive is unable to perform his
                  duties and obligations under this Agreement for a period of 90
                  consecutive days as a result of a physical or mental
                  disability arising at any time during the term of this
                  Agreement, unless with reasonable accommodation Executive
                  could continue to perform his duties under this Agreement and
                  making these accommodations would not pose an undue hardship
                  on the Bank. If termination occurs under this Section 9(c),
                  Executive or his estate will be entitled to receive all
                  compensation and benefits earned and expenses reimbursable
                  through the date Executive's employment terminated.

         (d)      Termination Related to a Change in Control.

                  (1)      Termination by Bank. If the Bank, or its successor in
                           interest by merger, or its transferee in the event of
                           a purchase in an assumption transaction (for reasons
                           other than Executive's death, disability, or Cause)
                           (1) terminates Executive's employment within one year
                           following a Change in Control (as defined below), or
                           (2) terminates Executive's employment before the
                           Change in Control but on or after the date that any
                           party either announces or is required by law to
                           announce any prospective Change in Control
                           transaction and a Change in Control occurs within six
                           months after the termination, the Bank will provide
                           Executive with the payment and benefits described in
                           Section 9(d)(3) below.

                  (2)      Termination by Executive. If Executive terminates
                           Executive's employment, with or without Good Reason,
                           within one year following a

<PAGE>

                           Change in Control, the Bank will provide Executive
                           with the payment and benefits described in Section
                           9(d)(3).

                  (3)      Payments. If Section 9(d)(1) or (2) is triggered in
                           accordance with its terms, the Bank will: (i) pay
                           Executive in 12 monthly installments in an amount
                           equal to the Executive's annual salary (determined as
                           of the day before the date Executive's employment was
                           terminated) and (ii) maintain and provide for 1 year
                           following Executive's termination, at no cost to
                           Executive, the benefits described in Section 9(b) to
                           which Executive is entitled (determined as of the day
                           before the date of such termination); but if
                           Executive's participation in any such benefit is
                           thereafter barred or not feasible, or discontinued or
                           materially reduced, the Bank will arrange to provide
                           Executive with either benefits substantially similar
                           to those benefits or a cash payment of substantially
                           similar value in lieu of the benefits.

         (e)      Limitations on Payments Related to Change in Control. The
                  following apply notwithstanding any other provision of this
                  Agreement:

                  (1)      the total of the payments and benefits described in
                           Section 9(d)(3) will be less than the amount that
                           would cause them to be a "parachute payment" within
                           the meaning of Section 280G(b)(2)(A) of the Internal
                           Revenue Code;

                  (2)      the payment and benefits described in Section 9(d)(3)
                           will be reduced by any compensation (in the form of
                           cash or other benefits) received by Executive from
                           the Bank or its successor after the Change in
                           Control; and

                  (3)      Executive's right to receive the payments and
                           benefits described in Section 9(d)(3) terminates (i)
                           immediately if before the Change in Control
                           transaction closes, Executive terminates his
                           employment without Good Reason, or the Bank
                           terminates Executive's employment for Cause, or (ii)
                           one year after a Change of Control occurs.

         (f)      Return of Bank Property. If and when Executive ceases, for any
                  reason, to be employed by the Bank, Executive must return to
                  the Bank all keys, pass cards, identification cards and any
                  other property of the Bank. At the same time, Executive also
                  must return to the Bank all originals and copies (whether in
                  memoranda, designs, devices, diskettes, tapes, manuals, and
                  specifications) which constitute proprietary information or
                  material of the Bank. The obligations in this paragraph
                  include the return of documents and other materials which may
                  be in his desk at work, in his car, in place of residence, or
                  in any other location under his control.

         (g)      Cause. "Cause" means any one or more of the following:

                  (1)      Willful misfeasance or gross negligence in the
                           performance of Executive's duties;

                  (2)      Conviction of a crime in connection with his duties;

<PAGE>

                  (3)      Conduct demonstrably and significantly harmful to the
                           Bank, as reasonably determined on the advice of legal
                           counsel by the Bank's board of directors; or

                  (4)      Permanent disability, meaning a physical or mental
                           impairment which renders Executive incapable of
                           substantially performing the duties required under
                           this Agreement, and which is expected to continue
                           rendering Executive so incapable for the reasonably
                           foreseeable future.

         (h)      Good Reason. "Good Reason" means only any one or more of the
                  following

                  (1)      Reduction of Executive's salary or reduction or
                           elimination of any compensation or benefit plan
                           benefiting Executive, unless the reduction or
                           elimination is generally applicable to other
                           executive officers within Bancorp (or executive
                           officers of a successor or controlling entity of the
                           Bank) formerly benefited;

                  (2)      The assignment to Executive without his consent of
                           any authority or duties materially inconsistent with
                           Executive's position as of the date of this
                           Agreement;

                  (3)      The material breach of this Agreement by the Bank, or

                  (4)      A relocation or transfer of Executive's principal
                           place of employment that would require Executive to
                           commute on a regular basis more than 20 miles each
                           way from Coeur d'Alene, Idaho, with the exception of
                           travel to and from Boise, Idaho.

         (i)      Change in Control. "Change in Control" means a change "in the
                  ownership or effective control" or "in the ownership of a
                  substantial portion of the assets" of the Bank, within the
                  meaning of Section 280G of the Internal Revenue Code.

10.      CONFIDENTIALITY. Executive will not, after the date this Agreement was
         signed, including during and after its Term, use for his own purposes
         or disclose to any other person or entity any confidential business
         information concerning the Bank or its business operations, unless (1)
         the Bank consents to the use or disclosure of confidential information;
         (2) the use or disclosure is consistent with Executive's duties under
         this Agreement, or (3) disclosure is required by law or court order.
         For purposes of this Agreement, confidential business information
         includes, without limitation, trade secrets (as defined under the
         Montana Uniform Trade Secrets Act, Montana Code Section 30-14-402),
         various confidential information on investment management practices,
         marketing plans, pricing structure and technology of either the Bank or
         Bancorp. Executive will also treat the terms of this Agreement as
         confidential business information.

11.      NONCOMPETITION. During the Term and the terms of any extensions or
         renewals of this Agreement and for a period equal to one year after
         Executive's employment with the Bank and Bancorp has terminated,
         Executive will not, directly or indirectly, as a shareholder, director,
         officer, employee, partner, agent, consultant, lessor, creditor or
         otherwise:

<PAGE>

         (a)      provide management, supervisory or other similar services to
                  any person or entity engaged in any business in counties in
                  which the Bank or Bancorp may have a presence which is
                  competitive with the business of the Bank or Bancorp or a
                  subsidiary as conducted during the term of this Agreement or
                  as conducted as of the date of termination of employment,
                  including any preliminary steps associated with the formation
                  of a new bank.

         (b)      persuade or entice, or attempt to persuade or entice any
                  employee of the Bank or Bancorp or a subsidiary to terminate
                  his/her employment with the Bank or a subsidiary.

         (c)      persuade or entice or attempt to persuade or entice any person
                  or entity to terminate, cancel, rescind or revoke its business
                  or contractual relationships with the Bank or Bancorp.

12.      ENFORCEMENT.

         (a)      The Bank and Executive stipulate that, in light of all of the
                  facts and circumstances of the relationship between Executive
                  and the Bank, the agreements referred to in Sections 10 and 11
                  (including without limitation their scope, duration and
                  geographic extent) are fair and reasonably necessary for the
                  protection of the Bank's and Bancorp's confidential
                  information, goodwill and other protectable interests. If a
                  court of competent jurisdiction should decline to enforce any
                  of those covenants and agreements, Executive and the Bank
                  request the court to reform these provisions to restrict
                  Executive's use of confidential information and Executive's
                  ability to compete with the Bank and Bancorp to the maximum
                  extent, in time, scope of activities and geography, the court
                  finds enforceable.

         (b)      Executive acknowledges the Bank and Bancorp will suffer
                  immediate and irreparable harm that will not be compensable by
                  damages alone if Executive repudiates or breaches any of the
                  provisions of Sections 10 or 11 or threatens or attempts to do
                  so. For this reason, under these circumstances, the Bank, in
                  addition to and without limitation of any other rights,
                  remedies or damages available to it at law or in equity, will
                  be entitled to obtain temporary, preliminary and permanent
                  injunctions in order to prevent or restrain the breach, and
                  the Bank will not be required to post a bond as a condition
                  for the granting of this relief.

13.      COVENANTS. Executive specifically acknowledges the receipt of adequate
         consideration for the covenants contained in Sections 10 or 11 and that
         the Bank is entitled to require him to comply with these Sections.
         These Sections will survive termination of this Agreement. Executive
         represents that if his employment is terminated, whether voluntarily or
         involuntarily, Executive has experience and capabilities sufficient to
         enable Executive to obtain employment in areas which do not violate
         this Agreement and that the Bank's enforcement of a remedy by way of
         injunction will not prevent Executive from earning a livelihood.

14.      ARBITRATION.

         (a)      Arbitration. At either party's request, the parties must
                  submit any dispute, controversy or claim arising out of or in
                  connection with, or relating to, this

<PAGE>

                  Agreement or any breach or alleged breach of this Agreement,
                  to arbitration under the American Arbitration Association's
                  rules then in effect (or under any other form of arbitration
                  mutually acceptable to the parties). A single arbitrator
                  agreed on by the parties will conduct the arbitration. if the
                  parties cannot agree on a single arbitrator, each party must
                  select one arbitrator and those two arbitrators will select a
                  third arbitrator. This third arbitrator will hear the dispute.
                  The arbitrator's decision is final (except as otherwise
                  specifically provided by law) and binds the parties, and
                  either party may request any court having jurisdiction to
                  enter a judgment and to enforce the arbitrator's decision. The
                  arbitrator will provide the parties with a written decision
                  naming the substantially prevailing party in the action. This
                  prevailing party is entitled to reimbursement from the other
                  party for its costs and expenses, including reasonable
                  attorneys' fees.

         (b)      Governing Law. All proceedings will be held at a place
                  designated by the arbitrator in Kootenai County, Idaho. The
                  arbitrator, in rendering a decision as to any state law
                  claims, will apply Idaho law.

         (c)      Exception to Arbitration. Notwithstanding the above, if
                  Executive violates Section 10 or 11, the Bank will have the
                  right to initiate the court proceedings described in Section
                  12(b), in lieu of an arbitration proceeding under this Section
                  14.

15.      MISCELLANEOUS PROVISIONS.

         (a)      Entire Agreement. This Agreement constitutes the entire
                  understanding and agreement between the parties concerning its
                  subject matter and supersedes all prior agreements,
                  correspondence, representations, or understandings between the
                  parties relating to its subject matter.

         (b)      Binding Effect. This Agreement will bind and inure to the
                  benefit of the Bank's and Executive's heirs, legal
                  representatives, successors and assigns.

         (c)      Litigation Expenses. If either party successfully seeks to
                  enforce any provision of this Agreement or to collect any
                  amount claimed to be due under it, this party will be entitled
                  to reimbursement from the other party for any and all of its
                  out-of-pocket expenses and costs including, without
                  limitation, reasonable attorneys' fees and costs incurred in
                  connection with the enforcement or collection.

         (d)      Waiver. Any waiver by a party of its rights under this
                  Agreement must be written and signed by the party waiving its
                  rights. A party's waiver of the other party's breach of any
                  provision of this Agreement will not operate as a waiver of
                  any other breach by the breaching party.

         (e)      Assignment. The services to be rendered by Executive under
                  this Agreement are unique and personal. Accordingly, Executive
                  may not assign any of his rights or duties under this
                  Agreement.

         (f)      Amendment. This Agreement may be modified only through a
                  written instrument signed by both parties and ratified by
                  Bancorp.

<PAGE>

         (g)      Severability. The provisions of this Agreement are severable.
                  The invalidity of any provision will not affect the validity
                  of other provisions of this Agreement.

         (h)      Governing Law and Venue. This Agreement will be governed by
                  and construed in accordance with Montana law, except to the
                  extent that certain regulatory matters may be governed by
                  federal law. The parties must bring any legal proceeding
                  arising out of this Agreement in Kootenai County, Idaho.

         (i)      Counterparts. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed to be an original,
                  but all of which taken together will constitute one and the
                  same instrument.

         Signed this 9th day of September, 2002.

                                                      MOUNTAIN WEST BANK

                                                      By: /s/ Charles Nipp

Attest: By:

By: /s/ Kim Jacklin
   ----------------
Secretary

                                                      EXECUTIVE

                                                      By: /s/ Jon W. Hippler

Ratified September 25, 2002

GLACIER BANCORP, INC.

By: /s/ Michael J. Blodnick
   ------------------------
President/CEO

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