GLACIER BANCORP INC
EXHIBIT 10.(C)
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<TYPE>EX-10.(C)
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<DESCRIPTION>EXHIBIT 10.(C)
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                                                                   EXHIBIT 10(c)

                              EMPLOYMENT AGREEMENT

         AGREEMENT between Glacier Bancorp, Inc., hereinafter called "Company",
and James H. Strosahl, hereinafter called "Executive"

                                    RECITALS

A.       Executive has served as Chief Financial Officer and Secretary/Treasurer
         and is willing also to serve as Executive Vice President of the
         Company.

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

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

                                    AGREEMENT

1.       EMPLOYMENT. The Company agrees to employ Executive and Executive
         accepts employment by the Company on the terms and conditions set forth
         in this Agreement. Executive's title will be Executive Vice President,
         Chief Financial Officer and Secretary/Treasurer of the Company.

2.       TERM. The term of this Agreement ("Term") is one year, beginning on
         January 1, 2003.

3.       DUTIES. The Company will employ Executive as its Executive Vice
         President, Chief Financial Officer and Secretary/Treasurer. Executive
         will faithfully and diligently perform his assigned duties, which are
         as follows:

         (a)      Executive Vice President. Duties and responsibilities as set
                  forth in the document annexed, entitled "Executive Vice
                  President".

         (b)      Chief Financial Officer - Secretary/Treasurer. Duties and
                  responsibilities as set forth in. the documents annexed,
                  entitled "Chief Financial Officer" and "Secretary/Treasurer".

         (c)      Report to Board. Executive will report directly to the
                  Company's President and Chief Executive Officer. The Company's
                  board of directors may, from time to time, modify Executive's
                  title or add, delete, or modify Executive's performance
                  responsibilities to accommodate management succession, as well
                  as any other management objectives of the Company. 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 Company's prior written consent, make or maintain
         any investment in a business with which the Company or its subsidiaries
         has an existing competitive or commercial relationship.

5.       SALARY. Executive will receive an annual salary of $180,889, to be paid
         in accordance with the Company's regular

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         payroll schedule. Subsequent salary increases are subject to the
         Company's annual review of Executive's compensation and performance.

6.       INCENTIVE COMPENSATION. During the Term, the Company's board of
         directors will determine the amount of bonus to be paid by the Company
         to Executive for that year. In making this determination, the Company's
         board of directors will consider factors such as Executive's
         performance of his duties and the safety, soundness and profitability
         of the Company. Executive's bonus will reflect Executive's contribution
         to the performance of the Company 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 Company'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 Company and its subsidiaries. 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 Company may have in
                  effect from time to time for its similarly situated employees,
                  in accordance with and subject to any policies adopted by the
                  Company'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). The
                  Company through this Agreement does not obligate itself to
                  make any particular benefits available to its employees.

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

9.       TERMINATION OF EMPLOYMENT.

         (a)      Termination by the Company for Cause. If the Company
                  terminates Executive's employment for Cause (defined below)
                  before this Agreement terminates, the Company 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 Company. If the Company terminates
                  Executive's employment without Cause before this Agreement
                  terminates, or Executive terminates his employment for Good
                  Reason (defined below), the Company 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

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                  reasonable accommodation Executive could continue to perform
                  his duties under this Agreement and making these
                  accommodations would not pose an undue hardship on the
                  Company. 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 Company. If the Company, 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 3 years 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
                           greater of (1) the payment and benefits described in
                           Section 9(d)(3) below, or (2) the compensation and
                           other benefits he would have been entitled to for the
                           remainder of the Term if his employment had not been
                           terminated.

                  (2)      Termination by Executive. If Executive terminates
                           Executive's employment, with or without Good Reason,
                           within two years following a Change in Control, the
                           Company 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 Company will: (i) pay
                           Executive in 24 monthly installments in an amount
                           equal to two times the Executive's annual salary
                           (determined as of the day before the date Executive's
                           employment was terminated) and (ii) maintain and
                           provide for 2 years 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
                           Company 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 Company 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 (U
                           immediately if before the Change in Control
                           transaction closes, Executive terminates his
                           employment without Good Reason, or the Company
                           terminates Executive's employment for Cause, or (ii)
                           two years after a Change of Control occurs.

         (f)      Return of Bank Property. If and when Executive ceases, for any
                  reason, to be employed by the Company, Executive must return
                  to the Company all keys, pass cards, identification. cards and
                  any other property of the Company. At the same time, Executive
                  also must return to the Company all originals and copies
                  (whether in memoranda, designs, devices, diskettes, tapes,
                  manuals, and specifications) which constitute proprietary
                  information or material of the Company and its subsidiaries.
                  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.

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         (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;

                  (3)      Conduct demonstrably and significantly harmful to the
                           Company, as reasonably determined on the advice of
                           legal counsel by the Company'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 substantially
                           all Company employees (or employees of a successor or
                           controlling entity of the Company) formerly
                           benefitted;

                  (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 Company,
                           or

                  (4)      A relocation or transfer of Executive's principal
                           place of employment outside Flathead County, Montana.

         (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 Company, 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 Company or its business operations or that
         of its subsidiaries, unless (1) the Company 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 Company or its
         subsidiaries. Executive will also treat the terms of this Agreement as
         confidential business information.

11.      NONCOMPETITION. During the Term of this Agreement and for a period of
         two years after Executive's employment with the Company has terminated,
         Executive will not, directly or indirectly, as a shareholder, director,
         officer, employee, partner, agent, consultant, lessor, creditor or
         otherwise:

         (a)      provide management, supervisory or other similar services to
                  any person or entity engaged in any business in counties in
                  which the Company or its subsidiaries may have a presence
                  which is competitive with the business of the Company 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 Company or a subsidiary to terminate his/her
                  employment with the Company 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 Company or its
                  subsidiaries.

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12.      ENFORCEMENT.

         (a)      The Company and Executive stipulate that, in light of all of
                  the facts and circumstances of the relationship between
                  Executive and the Company, 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 Company and its
                  subsidiaries 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 Company request the court to
                  reform these provisions to restrict Executive's use of
                  confidential information and Executive's ability to compete
                  with the Company to the maximum extent, in time, scope of
                  activities and geography, the court finds enforceable.

         (b)      Executive acknowledges the Company 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 Company, 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 Company 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 and 11 and
         that the Company 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 Company'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 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 Flathead County, Montana. The
                  arbitrator, in rendering a decision as to any state law
                  claims, will apply Montana law.

         (c)      Exception to Arbitration. Notwithstanding the above, if
                  Executive violates Section 10 or 11, the Company 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.

<PAGE>

         (b)      Binding Effect. This Agreement will bind and inure to the
                  benefit of the Company's, its subsidiaries' 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.

         (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 Flathead County, Montana.

         (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 30th day of December, 2002.

                                                  GLACIER BANCORP, INC.

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

Attest:

/s/ LeeAnn Wardinsky
--------------------------------
LeeAnn Wardinsky
Assistant Secretary

                                                  EXECUTIVE

                                                  /s/ James H. Strosahl
                                                  ------------------------------
                                                  James H. Strosahl


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