FILED Pursuant to Rule 424(b)(3)
                                                     REGISTRATION No. 333-153458

PROXY STATEMENT                                                    PROSPECTUS OF
OF BANK OF THE SAN JUANS BANCORPORATION                    GLACIER BANCORP, INC.

                  MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT

Dear Bank of the San Juans Bancorporation Shareholders:

     The boards of directors of Bank of the San Juans Bancorporation and Glacier
Bancorp, Inc. have agreed on a merger of SJ Bancorp with and into Glacier
Bancorp. When the merger occurs, Bank of the San Juans, SJ Bancorp's subsidiary,
will continue to operate as Bank of the San Juans with the same management, but
as a wholly owned subsidiary of Glacier.

     Under the terms of the Plan and Agreement of Merger, dated August 19, 2008,
Glacier will pay to SJ Bancorp shareholders, a total of 640,000 shares of
Glacier common stock, plus a cash payment equal to $9,000,000 with the cash
portion of the merger consideration being subject to adjustment as described in
the attached proxy statement/prospectus.

     Each outstanding share of SJ Bancorp common stock will be exchanged for a
fixed number of shares of Glacier common stock and a fixed amount of cash. The
total cash portion of the merger consideration will be reduced, on a dollar for
dollar basis, by the amount, if any, that SJ Bancorp's "Closing Capital" is less
than $11,350,000. If SJ Bancorp's Closing Capital exceeds $11,350,000, SJ
Bancorp may distribute the amount of the excess to its shareholders immediately
prior to the closing of the merger. Assuming for purpose of illustration only
that the cash payment made by Glacier is $9,000,000 and that all SJ Bancorp
stock options are exercised prior to the merger, you will receive $49.05 in a
combination of $18.004 in cash and 1.2803 Glacier common stock for each share of
your SJ Bancorp shares. This valuation is based on the $24.25 closing price of
Glacier common stock on September 23, 2008. Assuming the exercise of all stock
options, SJ Bancorp shareholders will own approximately 1.2% of Glacier's
outstanding common stock following the merger. The most recent trade in SJ
Bancorp common stock, which occurred in March 2008 pursuant to SJ Bancorp's
buy-sell agreement, was at $22.95.

     Your board of directors believes the terms of the merger are fair and in
the best interest of SJ Bancorp and its shareholders. In reaching this decision,
the board considered numerous factors as described in the attached proxy
statement/prospectus, including the receipt of a fairness opinion from Sandler
O'Neill & Partners, L.P.

     We will hold a special shareholders' meeting to vote on the merger
proposal. THE SJ BANCORP SPECIAL SHAREHOLDERS' MEETING WILL BE HELD ON TUESDAY,
OCTOBER 28, 2008, AT 10:00 A.M. LOCAL TIME, AT THE STRATER HOTEL, 699 MAIN
AVENUE, DURANGO, COLORADO. Whether or not you plan to attend the special
meeting, please take the time to vote by completing and mailing the enclosed
form of proxy.

     On behalf of the SJ Bancorp board of directors, I recommend that you vote
FOR approval of the merger.


                                        Arthur C. Chase Jr.
                                        Chief Executive Officer

NEITHER THE FEDERAL DEPOSIT INSURANCE CORPORATION, SECURITIES AND EXCHANGE
COMMISSION, NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE SECURITIES TO
BE ISSUED BY GLACIER OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF GLACIER COMMON STOCK TO BE ISSUED IN THE MERGER ARE NOT SAVINGS OR
DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL DEPOSIT INSURANCE FUND OR ANY
OTHER GOVERNMENTAL AGENCY. SUCH SHARES ARE NOT GUARANTEED BY GLACIER OR SJ
BANCORP AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.

                                   ----------

This proxy statement/prospectus is dated September 26, 2008, and is first being
           mailed to SJ Bancorp's shareholders on September 26, 2008.



                      BANK OF THE SAN JUANS BANCORPORATION
                             144 EAST EIGHTH STREET
                             DURANGO, COLORADO 83301

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD OCTOBER 28, 2008

TO THE SHAREHOLDERS OF BANK OF THE SAN JUANS BANCORPORATION:

     A special meeting of shareholders of Bank of the San Juans Bancorporation
will be held on Tuesday, October 28, 2008, at 10:00 a.m. local time, at the
Strater Hotel, 699 Main Avenue, Durango, Colorado. The special meeting is for
the following purposes:

1.   MERGER AGREEMENT. To consider and vote on a proposal to approve the Plan
     and Agreement of Merger, dated as of August 19, 2008, between Glacier
     Bancorp, Inc. and Bank of the San Juans Bancorporation, under the terms of
     which SJ Bancorp will merge with and into Glacier, as more fully described
     in the accompanying proxy statement/prospectus. The merger agreement is
     attached as APPENDIX A to the proxy statement/prospectus that accompanies
     this notice.

2.   OTHER MATTERS. If necessary, to consider and act upon a proposal to adjourn
     the meeting to permit us to solicit additional proxies in the event that we
     do not have sufficient votes to approve the merger as of the date of the
     meeting.

     Holders of record of SJ Bancorp common stock at the close of business on
September 24, 2008, the record date for the special meeting, are entitled to
notice of, and to vote at, the special meeting or any adjournments or
postponements of it. The affirmative vote of the holders of at least two-thirds
(66 2/3%) of the shares of SJ Bancorp's outstanding common stock is required for
approval of the merger agreement. As of September 24, 2008, there were 492,902
shares of SJ Bancorp common stock outstanding and entitled to vote at the
special meeting.

     SJ Bancorp shareholders have the right to dissent from the merger and
obtain payment of the fair value of their SJ Bancorp shares under applicable
provisions of Colorado law. A copy of the provisions regarding dissenters'
rights is attached as APPENDIX B to the accompanying proxy statement/prospectus.
For details of your dissenters' rights and how to exercise them, please see the
discussion under "The Merger - Dissenters' Rights of Appraisal."

     YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the special
meeting, please complete, sign, date and promptly return the accompanying proxy
using the enclosed envelope. If for any reason you should desire to revoke your
proxy, you may do so at any time before it is voted at the meeting. IF YOU DO
NOT VOTE YOUR SHARES, IT WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE MERGER.

     THE BOARD OF DIRECTORS OF SJ BANCORP HAS DETERMINED THAT THE MERGER
AGREEMENT IS FAIR TO AND IN THE BEST INTERESTS OF SJ BANCORP AND ITS
SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE MERGER
AGREEMENT.

     PLEASE DO NOT SEND ANY CERTIFICATES FOR YOUR STOCK AT THIS TIME. YOU WILL
RECEIVE INSTRUCTIONS ON HOW TO EXCHANGE YOUR CERTIFICATES SOON AFTER THE MERGER
IS CONSUMMATED.

                                        By Order of the Board of Directors,


                                        Thomas Melchior, Secretary

Durango, Colorado
September 26, 2008



                      REFERENCES TO ADDITIONAL INFORMATION

     THIS PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND
FINANCIAL INFORMATION ABOUT GLACIER FROM DOCUMENTS THAT ARE NOT INCLUDED IN OR
DELIVERED WITH THIS DOCUMENT.

     You can obtain documents incorporated by reference into this proxy
statement/prospectus by requesting them in writing or by telephone from Glacier
at the following address:

                              Glacier Bancorp, Inc.
                                 49 Commons Loop
                            Kalispell, Montana 59901
                   ATTN: LeeAnn Wardinsky, Corporate Secretary
                            Telephone: (406) 751-4703

     You will not be charged for the documents that you request. If you would
like to request documents, please do so by October 20, 2008 in order to receive
them before the SJ Bancorp special shareholders' meeting.

     See "Where You Can Find More Information About Glacier" at page 61.



                                TABLE OF CONTENTS



                                                                           PAGE
                                                                           -----
                                                                        
QUESTIONS AND ANSWERS ABOUT THIS DOCUMENT AND THE MERGER ...............     1
SUMMARY ................................................................     5
RISK FACTORS ...........................................................    11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ...................    15
SELECTED HISTORICAL FINANCIAL INFORMATION OF GLACIER ...................    16
COMPARATIVE STOCK PRICE AND DIVIDEND INFORMATION .......................    18
SJ BANCORP SPECIAL SHAREHOLDERS' MEETING ...............................    20
BACKGROUND OF AND REASONS FOR THE MERGER ...............................    21
THE MERGER .............................................................    36
INFORMATION CONCERNING SJ BANCORP ......................................    51
DESCRIPTION OF GLACIER'S CAPITAL STOCK .................................    56
COMPARISON OF CERTAIN RIGHTS OF HOLDERS OF GLACIER AND SJ BANCORP
   COMMON STOCK ........................................................    56
CERTAIN LEGAL MATTERS ..................................................    60
EXPERTS ................................................................    60
WHERE YOU CAN FIND MORE INFORMATION ABOUT GLACIER ......................    60


Appendix A - Plan and Agreement of Merger

Appendix B - Article 113, Colorado Business Corporation Act, Regarding
             Dissenter's Rights

Appendix C - Opinion of Sandler O'Neill & Partners, L.P., Financial Advisor to
             SJ Bancorp


                                        i



            QUESTIONS AND ANSWERS ABOUT THIS DOCUMENT AND THE MERGER

WHY AM I RECEIVING THESE MATERIALS?

     We are sending you these materials to help you decide how to vote your
shares of SJ Bancorp with respect to the proposed merger with Glacier. The
merger cannot be completed unless SJ Bancorp receives the affirmative vote of
the holders of at least two-thirds (66 2/3%) of the shares of SJ Bancorp's
outstanding common stock. SJ Bancorp is holding a special meeting of
shareholders to vote on the proposals necessary to complete the merger.
Information about the special meeting is contained in this proxy statement of SJ
Bancorp and prospectus of Glacier.

WHAT IS THE PURPOSE OF THIS PROXY STATEMENT/PROSPECTUS?

     This document serves as both a proxy statement of SJ Bancorp and a
prospectus of Glacier. As a proxy statement, it is being provided to you by SJ
Bancorp because the board of directors of SJ Bancorp is soliciting your proxy to
vote to approve the proposed merger of SJ Bancorp with and into Glacier. After
the merger, Bank of the San Juans, the subsidiary of SJ Bancorp, will be wholly
owned by Glacier. As a prospectus, it is being provided to you by Glacier
because Glacier is offering you shares of its common stock as part of the
consideration for your SJ Bancorp shares.

WHAT WILL SJ BANCORP SHAREHOLDERS RECEIVE IN THE MERGER?

     Under the terms of the Plan and Agreement of Merger, Glacier will issue
shares of its common stock and pay cash in exchange for all outstanding shares
of SJ Bancorp common stock. Glacier will issue a total of 640,000 shares of
common stock, and will pay $9,000,000 in cash, for all of the shares of SJ
Bancorp. The cash portion of the amount to be paid by Glacier will be subject to
adjustment depending on SJ Bancorp's capital at closing. If the "SJ Bancorp
Closing Capital," as defined in the merger agreement, is less than $11,350,000,
then the cash portion will be reduced on a dollar-for-dollar basis. If the SJ
Bancorp Closing Capital exceeds $11,350,000, SJ Bancorp may distribute the
amount of the excess to its shareholders immediately prior to the closing of the
merger.

WHAT WILL I RECEIVE IN THE MERGER?

     The merger consideration to be received by shareholders of SJ Bancorp is a
pro rata interest in a pool of merger consideration consisting of 640,000 shares
and $9,000,000 in cash. A shareholder's interest in the pool of merger
consideration is subject to the exercise of the outstanding stock options of SJ
Bancorp. In order for an option holder to secure an interest in the pool of
merger consideration, the option holder must exercise any outstanding options
prior to the closing of the merger. As of the date of this proxy
statement/prospectus, there were 492,902 shares outstanding and 7,000 options
outstanding. Assuming the exercise of all outstanding stock options prior to the
closing of the merger, SJ Bancorp would have 499,902 shares of common stock
outstanding.

     Assuming for purposes of illustration only that (i) there is no reduction
of the cash portion of the merger consideration, (ii) all SJ Bancorp stock
options are exercised prior to the closing of the merger, and (iii) the Glacier
common stock is valued at $24.25 (the closing price for Glacier common stock on
September 23, 2008), each share of SJ Bancorp common stock would receive a value
equal to $49.05, consisting of $18.004 in cash and 1.2803 shares of Glacier
common stock. This value does not include any distributions that may be made to
shareholders prior to the closing of the merger if the SJ Bancorp Closing
Capital exceeds $11,350,000.

WHAT ARE THE TAX CONSEQUENCES OF THE MERGER TO ME?

     We expect that for United States federal income tax purposes, SJ Bancorp
shareholders who exchange their shares of SJ Bancorp common stock for shares of
Glacier common stock and cash pursuant to the merger will recognize gain (but
not loss) on the exchange in an amount equal to the lesser of (1) the amount of
gain realized (i.e., the excess of the sum of the amount of cash excluding any
cash received in lieu of fractional shares,


                                        1



and the fair market value of the Glacier common stock received pursuant to the
merger over the shareholder's adjusted tax basis in its shares of SJ Bancorp
common stock surrendered) or (2) the amount of cash (excluding any cash received
in lieu of fractional shares) received pursuant to the merger. We urge you to
consult your tax adviser to fully understand the tax consequences of the merger
to you. Tax matters are very complicated and in many cases tax consequences of
the merger will depend on your particular facts and circumstances.

WILL THE SHARES OF GLACIER THAT I RECEIVE IN THE MERGER BE FREELY TRANSFERABLE?

     The Glacier common stock issued in the merger will be transferable free of
restrictions under federal and state securities laws.

WHEN AND WHERE WILL THE SPECIAL MEETING TAKE PLACE?

     SJ Bancorp will hold a special meeting of its shareholders on Tuesday,
October 28, 2008, at 10:00 a.m., at the Strater Hotel, 699 main avenue, Durango,
Colorado.

HOW DO I VOTE?

     To vote, please indicate on the enclosed proxy card how you want to vote
and then sign, date, and mail your proxy card in the enclosed envelope AS SOON
AS POSSIBLE so that your shares will be represented at the special meeting.

WHY IS MY VOTE IMPORTANT?

     If you fail to vote, that will have the same effect as voting against
approval of the merger agreement. Approval of the merger agreement requires the
affirmative vote of the holders of at least TWO-THIRDS (66 2/3%) of the shares
of SJ Bancorp's outstanding common stock. The directors of SJ Bancorp
beneficially own and have the right to vote 124,889 shares, representing 25.3%
of the shares entitled to be voted at the meeting, and they have each agreed to
vote for the merger.

WHAT HAPPENS IF I RETURN MY PROXY BUT DO NOT INDICATE HOW TO VOTE MY SHARES?

     If you sign and return your proxy card, but do not provide instructions on
how to vote your shares, your shares will be voted "FOR" approval of the merger
agreement.

CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

     Yes. You may change your vote at any time before your proxy is voted at the
special meeting. If your shares are held in your own name, you may change your
vote as follows:

     -    You may send a written notice stating that you would like to revoke
          your proxy and provide new instructions on how to vote;

     -    You may complete and submit a later-dated proxy card; or

     -    You may attend the meeting and vote in person. If you intend to vote
          in person and your shares are held by a broker, you should contact
          your broker for instructions.

     If you choose either the first or second method above, you must submit your
notice of revocation or your new proxy card to SJ Bancorp's Secretary prior to
the vote.

WHO MAY VOTE AT THE MEETING?

     The board of directors of SJ Bancorp has set September 24, 2008, as the
record date for the meeting. If you were the owner of SJ Bancorp common stock at
the close of business on September 24, 2008, you may vote at the meeting.


                                        2



WHEN WILL THE MERGER OCCUR?

     We presently expect to complete the merger during the fourth quarter of
2008. The merger will occur after approval of the shareholders of SJ Bancorp is
obtained and after the merger has received regulatory approval and the other
conditions to the merger are satisfied or waived. Glacier and SJ Bancorp are
working toward completing the merger as quickly as possible. If the merger does
not occur for any reason by February 28, 2009, either Glacier or SJ Bancorp may
terminate the merger agreement.

HOW SOON AFTER THE MERGER IS COMPLETED CAN I EXPECT TO RECEIVE MY CASH OR
GLACIER COMMON STOCK?

     Glacier will work with its exchange agent to distribute consideration
payable in the merger as promptly as practicable following the completion of the
merger.

WHAT DO I NEED TO DO NOW?

     We encourage you to read this proxy statement/prospectus in its entirety.
Important information is presented in greater detail elsewhere in this document
and documents governing the merger are attached as appendices to this proxy
statement/prospectus. In addition, much of the business and financial
information about Glacier that may be important to you is incorporated by
reference into this document from documents separately filed by Glacier with the
Securities and Exchange Commission ("SEC"). This means that important disclosure
obligations to you are satisfied by referring you to one or more documents
separately filed with the SEC.

     -    Following review of this proxy statement/prospectus, PLEASE COMPLETE,
          SIGN, AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED
          ENVELOPE AS SOON AS POSSIBLE so that your shares can be voted at SJ
          Bancorp's special meeting of shareholders.

WHAT IF I CHOOSE NOT TO READ THE INCORPORATED DOCUMENTS?

     Information contained in a document that is incorporated by reference is
part of this proxy statement/prospectus, unless it is superseded by information
contained directly in this proxy statement/prospectus or in documents filed with
the SEC after the date of this proxy statement/prospectus. Information that is
incorporated from another document is considered to have been disclosed to you
WHETHER OR NOT YOU CHOOSE TO READ THE DOCUMENT.

WHAT RISKS SHOULD I CONSIDER?

     You should review carefully our discussion of "Risk Factors." You should
also review the factors considered by the SJ Bancorp board of directors in
approving the merger agreement. See "Background of and Reasons for the Merger."

SHOULD I SEND IN MY COMMON STOCK CERTIFICATES NOW?

     No. Please do not send your stock certificates with your proxy card. You
will receive written instructions from the exchange agent after the merger is
completed on how to exchange your common stock certificates for the merger
consideration.

WHAT DO I DO IF I DO NOT AGREE WITH THE MERGER? DO I HAVE APPRAISAL OR
DISSENTER'S RIGHTS?

     If you are an SJ Bancorp shareholder and you do not agree with the merger,
vote against the merger, and take certain other actions required by Colorado
law, you will have dissenter's rights under Article 113 of the Colorado Business
Corporations Act. Exercise of these rights will result in the purchase of your
shares at "fair value," as determined in accordance with Colorado law. Please
read the section entitled "The Merger --Dissenter's Rights of Appraisal" for
additional information.


                                        3



WHO CAN HELP ANSWER MY QUESTIONS?

     If you have questions about the merger, the meeting, or your proxy, or if
you need additional copies of this document or a proxy card, you should contact:

     BANK OF THE SAN JUANS BANCORPORATION
     144 East Eight Street
     Durango, CO 83301
     ATTN: Arthur C. Chase, Jr.
     Telephone No.: (970) 247-1818

     This proxy statement/prospectus does not cover any resale of the securities
to be received by shareholders of SJ Bancorp upon consummation of the proposed
merger, and no person is authorized to make any use of this proxy
statement/prospectus in connection with any such resale.

        THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS SEPTEMBER 26, 2008.


                                        4



                                     SUMMARY

     This summary, together with the preceding section entitled "Questions and
Answers about this Document and the Merger," highlights selected information
about this proxy statement/prospectus. We urge you to read carefully the entire
proxy statement/prospectus and any other documents to which we refer to fully
understand the merger. The merger agreement is attached as APPENDIX A to this
proxy statement/prospectus.

INFORMATION ABOUT GLACIER AND SJ BANCORP

     GLACIER BANCORP, INC.
     49 Commons Loop
     Kalispell, Montana 59901
     (406) 756-4200

     Glacier, headquartered in Kalispell, Montana, is a Montana corporation,
initially incorporated in Delaware in 1990, and subsequently incorporated under
Montana law in 2004. Glacier is a regional multi-bank holding company providing
commercial banking services from more than 94 banking offices throughout
Montana, Idaho, Wyoming, Utah and Washington. Glacier offers a wide range of
banking products and services, including transaction and savings deposits,
commercial, consumer and real estate loans, mortgage origination services, and
retail brokerage services. Glacier serves individuals, small to medium-sized
businesses, community organizations and public entities.

     Glacier is the parent holding company of ten wholly-owned subsidiary
commercial banks: Glacier Bank of Kalispell, First Security Bank of Missoula;
Valley Bank of Helena, Big Sky Western Bank of Bozeman, Western Security Bank of
Billings, First Bank of Montana, in Lewistown, all located in Montana; Mountain
West Bank, located in Idaho with two branches in Utah and three branches in
Washington; 1st Bank, located in Evanston, Wyoming; Citizens Community Bank,
located in Pocatello, Idaho; and First National Bank of Morgan, Utah. Glacier is
also the holding company of four financing subsidiaries.

     As of June 30, 2008, Glacier had total assets of approximately $5.03
billion, total net loans receivable and loans held for sale of approximately
$3.76 billion, total deposits of approximately $3.13 billion and approximately
$549.6 million in shareholders' equity. Glacier common stock trades on The
NASDAQ Global Select Market under the symbol "GBCI."

     Financial and other information regarding Glacier, including risks
associated with Glacier's business, is set forth in Glacier's annual report on
Form 10-K for the year ended December 31, 2007, and in its quarterly reports on
Form 10-Q for the quarters ended March 31 and June 30, 2008. Information
regarding Glacier's executive officers and directors, as well as additional
information, including executive compensation and certain relationships and
related transactions, is set forth or incorporated by reference in Glacier's
annual report on Form 10-K for the year ended December 31, 2007, and Glacier's
proxy statement for its 2008 annual meeting of shareholders, and the Forms 8-K
filed by Glacier that are incorporated by reference into this proxy statement/
prospectus. See "Where You Can Find More Information About Glacier."

     BANK OF THE SAN JUANS BANCORPORATION
     144 East Eighth Street
     Durango, Colorado 83301
     (970) 247-1818

     SJ Bancorp is the holding company of Bank of the San Juans. SJ Bank is a
Colorado state-chartered bank that began operations in 1998. SJ Bank offers a
wide range of banking products and services, including transaction and savings
deposits, commercial, consumer and real estate loans, and mortgage origination
services. SJ Bank serves individuals, small- to medium-sized businesses,
community organizations and public entities.


                                        5



     As of June 30, 2008, SJ Bank had total assets of approximately $146
million, total net loans receivable of approximately $130 million, total
deposits of approximately $131 million and approximately $15 million in
shareholders' equity.

     For additional information, see "Information Concerning SJ Bancorp."

SJ BANCORP WILL MERGE INTO GLACIER

     The merger agreement provides for the merger of SJ Bancorp with and into
Glacier. In the merger, your shares of SJ Bancorp common stock will be exchanged
for a combination of shares of Glacier common stock and cash. After the merger,
you will no longer own shares of SJ Bancorp.

     The merger agreement is attached as APPENDIX A to this document. We
encourage you to read the merger agreement in its entirety.

SJ BANCORP SPECIAL MEETING

     The special meeting of shareholders of SJ Bancorp will be held at the
Strater Hotel, 699 Main Avenue, Durango, Colorado, on Tuesday, October 28, 2008
at 10:00 a.m., local time. At the meeting you will be asked to consider and vote
upon a proposal to approve the merger agreement and consider and act upon such
other matters as may properly come before the meeting or any adjournment of the
meeting.

     You will be entitled to vote at the SJ Bancorp special meeting if you owned
SJ Bancorp common stock at the close of business on September 24, 2008, the
record date. As of that date there were 492,902 shares of SJ Bancorp common
stock entitled to be voted at the special meeting.

REQUIRED APPROVAL OF THE MERGER AGREEMENT BY SJ BANCORP'S SHAREHOLDERS

     In order to approve the merger agreement, at least two-thirds (66 2/3%) of
the outstanding shares of SJ Bancorp common stock must be voted at the special
meeting in favor of approval. Glacier's shareholders do not have to vote on the
transaction.

     As of the record date for the meeting, the directors of SJ Bancorp and
their spouses beneficially owned 124,889 shares, or 25.3%, of SJ Bancorp's
outstanding common stock. The SJ Bancorp directors and their spouses have agreed
to vote their shares in favor of approval of the merger agreement.

SJ BANCORP REASONS FOR THE MERGER

     SJ Bancorp's board of directors believes the merger is in your best
interest. The board considered a number of factors in deciding to approve and
recommend the terms of the merger agreement to you. These factors included the
following:

     -    the value, form and mix of the consideration to be received by SJ
          Bancorp's shareholders in the merger;

     -    Glacier's operating philosophy as a community-oriented bank holding
          company with a customer service focus, which is consistent with SJ
          Bancorp's operating philosophy;

     -    the historical and prospective business of SJ Bancorp.

     -    the likely impact of the merger on the employees and customers of SJ
          Bank;

     -    the strategic goals of SJ Bancorp and SJ Bancorp's financial condition
          and prospects;


                                        6



     -    the fact that Glacier's common stock is widely held and has an active
          trading market; whereas, SJ Bancorp's stock is illiquid and is not
          publicly traded;

     -    the likelihood that the merger would provide SJ Bancorp shareholders
          with an attractive premium over SJ Bancorp's stand-alone value;

     -    the additional capital and managerial resources which Glacier will
          provide to SJ Bank; and

     -    the economic, competitive and regulatory environment for SJ Bank and
          community banks generally.

     SJ Bancorp's board of directors also took into account advice of its
financial advisors, Sandler O'Neill & Partners, L.P., which issued an opinion
that the merger consideration to be received by SJ Bancorp's shareholders in the
merger is fair, from a financial point of view. See "Background of and Reasons
for the Merger - Reasons for the Merger" and "- Opinion of Financial Advisor to
SJ Bancorp" and APPENDIX C "Fairness Opinion of Sandler O'Neill & Partners,
L.P."

WHAT SJ BANCORP SHAREHOLDERS WILL RECEIVE IN THE MERGER

     In the merger, Glacier will issue shares of its common stock and pay cash
for all shares of SJ Bancorp common stock outstanding as of the date of the
closing of the merger.

     If you do not provide notice of dissent, you will receive, for each share
of SJ Bancorp common stock that you own, a fixed number of shares of Glacier
common stock and a fixed amount of cash, without interest.

     The total merger consideration that Glacier will pay for the shares of SJ
Bancorp will be as follows:

     -    Stock Portion: Glacier will issue a total of 640,000 shares of its
          common stock. Assuming that all SJ Bancorp stock options are exercised
          prior to the closing of the merger, SJ Bancorp shareholders will
          receive 1.2803 shares of Glacier common stock for each share of SJ
          Bancorp common stock. (However, Glacier will not issue fractional
          shares, and will pay cash in lieu of such fractional shares, as
          described under "The Merger -- Fractional Shares").

     -    Cash Portion: Glacier will pay $9,000,000 in cash, subject to
          reduction, on a dollar for dollar basis, by the amount (if any) by
          which the "SJ Bancorp Closing Capital," as defined in the merger
          agreement, is less than $11,350,000. Generally speaking, the "SJ
          Bancorp Closing Capital" means SJ Bancorp's capital stock, surplus and
          retained earnings, after giving effect to specified costs, payments,
          expenses and other adjustments. Assuming there is no reduction in the
          cash portion of the merger consideration and all SJ Bancorp stock
          options are exercised prior to the closing of the merger, SJ Bancorp
          shareholders will receive $18.004 in cash for each share of SJ Bancorp
          common stock.

     Assuming for purposes of illustration only that the merger had closed on
September 1, 2008, the SJ Bancorp Closing Capital determined in accordance with
the merger agreement would have been approximately $11,223,000. This estimate
is based on certain assumptions regarding SJ Bancorp's transaction fees and
balance sheet adjustments, and does not take into account SJ Bancorp's earnings
from September 1, 2008 to the actual merger closing date. Based on SJ Bancorp's
earnings projections, assuming for purposes of illustration only that the merger
closes on November 30, 2008, the SJ Bancorp Closing Capital would exceed
$11,350,000.

     The amount of consideration to be received for each share of SJ Bancorp
common stock will be determined by dividing the total consideration payable by
the number of shares of SJ Bancorp common stock outstanding immediately prior to
the effective date of the merger.

     The actual aggregate amount of cash to be paid cannot be determined until
shortly before the effective date of the merger. Accordingly, the actual amount
of cash that you will receive for each of your SJ Bancorp shares will not be
determined until shortly before the closing of the merger.

     In addition, if immediately prior to the closing of the merger the SJ
Bancorp Closing Capital exceeds $11,350,000, SJ Bancorp may make a special
distribution to shareholders in the amount of such excess. The amount of any
such distribution is not included in the merger consideration discussed above.


                                        7



CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     Neither SJ Bancorp nor Glacier is required to complete the merger unless
each of them receives a legal opinion of Glacier's counsel that the merger will
be treated as a "reorganization" for federal income tax purposes. We expect that
for United States federal income tax purposes, SJ Bancorp shareholders who
exchange their shares of SJ Bancorp common stock for shares of Glacier common
stock and cash pursuant to the merger will recognize gain (but not loss) on the
exchange in an amount equal to the lesser of (1) the amount of gain realized
(i.e., the excess of the sum of the amount of cash excluding any cash received
in lieu of fractional shares, and the fair market value of the Glacier common
stock received pursuant to the merger over the shareholder's adjusted tax basis
in its shares of SJ Bancorp common stock surrendered) or (2) the amount of cash
(excluding any cash received in lieu of fractional shares) received pursuant to
the merger. Determining the actual tax consequences of the merger to you may be
complex. They will depend on your specific situation and on factors not within
our control. You should consult your own tax advisor for a full understanding of
the merger's tax consequences to you.

SJ BANCORP SHAREHOLDERS HAVE DISSENTERS' RIGHTS

     Under Colorado law, SJ Bancorp shareholders have the right to dissent from
the merger and receive cash for the value of their shares of SJ Bancorp common
stock. A shareholder electing to dissent must strictly comply with all the
procedures required by the Colorado statutes. These procedures are described
later in this document, and a copy of the relevant statutory provisions is
attached as APPENDIX B.

THE SJ BANCORP BOARD OF DIRECTORS RECOMMENDS SHAREHOLDER APPROVAL OF THE MERGER

     After careful consideration, the SJ Bancorp board of directors believes
that the merger is in the best interests of SJ Bancorp shareholders and has
unanimously approved the merger agreement. The SJ Bancorp board of directors
recommends that SJ Bancorp shareholders vote "FOR" approval of the merger
agreement.

SJ BANCORP FINANCIAL ADVISOR SAYS THE MERGER CONSIDERATION IS FAIR TO SJ BANCORP
SHAREHOLDERS FROM A FINANCIAL POINT OF VIEW

     Sandler O'Neill & Partners, L.P. has served as financial advisor to SJ
Bancorp in connection with the merger and has given an opinion to SJ Bancorp's
board of directors that, as of September 26, 2008, the consideration that SJ
Bancorp's shareholders will receive for their SJ Bancorp shares in the merger is
fair, from a financial point of view, to SJ Bancorp shareholders. A copy of the
opinion delivered by Sandler O'Neill is attached to this document as APPENDIX C.
SJ Bancorp shareholders should read the opinion carefully to understand the
assumptions made, matters considered and limitations of the review undertaken by
Sandler O'Neill in providing its opinion. The opinion is more fully described
under the heading "Opinion of Financial Advisor to SJ Bancorp" below. SJ Bancorp
agreed to pay Sandler O'Neill a fee for its services and to indemnify it against
certain liabilities arising out of the merger or its engagement.

SJ BANCORP'S OFFICERS AND DIRECTORS HAVE INTERESTS IN THE MERGER THAT ARE
DIFFERENT FROM OR IN ADDITION TO THEIR INTERESTS AS SHAREHOLDERS

     When you consider the unanimous recommendation of SJ Bancorp's board of
directors that SJ Bancorp's shareholders approve the merger agreement, you
should be aware that certain members of SJ Bancorp's management have interests
in the merger that are different from, or in addition to, their interests as SJ
Bancorp shareholders. These interests arise out of provisions in the merger
agreement relating to indemnification of directors and employment agreements
with certain executive officers of SJ Bancorp that will be effective upon the
closing of the merger. See "The Merger - Interests of Certain Persons in the
Merger."

     The SJ Bancorp board of directors was aware of these interests and took
them into account in its decision to approve the merger agreement.


                                        8



THE MERGER IS EXPECTED TO OCCUR IN THE FOURTH QUARTER OF 2008

     Currently, we anticipate that the merger will occur in the fourth quarter
of 2008. However, we cannot assure you when or if the merger will occur. The
merger agreement may be terminated by either Glacier or SJ Bancorp if the merger
does not occur on or before February 28, 2009.

COMPLETION OF THE MERGER IS SUBJECT TO SATISFACTION OR WAIVER OF CERTAIN
CONDITIONS

     Completion of the merger is subject to the satisfaction or waiver of
certain conditions including, among others:

     -    approval of the merger agreement by holders of at least two-thirds (66
          2/3%) of the shares of SJ Bancorp's outstanding common stock;

     -    approval of the merger by federal and state regulatory authorities;

     -    accuracy of each party's representations in the merger agreement; and

     -    compliance by each party with all material terms, covenants and
          conditions of the merger agreement.

     The merger agreement provides that either Glacier or SJ Bancorp may
terminate the merger either before or after the SJ Bancorp special meeting,
under certain circumstances. See "The Merger - Termination of the Merger
Agreement."

WE MAY NOT COMPLETE THE MERGER WITHOUT ALL REQUIRED REGULATORY APPROVALS

     The merger must be approved by the Board of Governors of the Federal
Reserve System and the Colorado State Banking Board. We have filed applications
with these regulatory bodies seeking such approval. We expect to obtain all such
regulatory approvals, although we cannot be certain if or when we will obtain
them.

EITHER SJ BANCORP OR GLACIER, AS THE CASE MAY BE, MUST PAY A TERMINATION FEE
UNDER CERTAIN CIRCUMSTANCES

     The merger agreement provides that SJ Bancorp must pay Glacier a
termination fee of $200,000 if Glacier terminates the merger agreement due to a
breach by SJ Bancorp of its representations or covenants.

     The merger agreement also provides that Glacier must pay SJ Bancorp a
termination fee of $200,000 if SJ Bancorp terminates the merger agreement due to
a breach by Glacier of its representations or covenants. See "The Merger -
Termination Fees."

SJ BANCORP MUST PAY GLACIER A BREAK-UP FEE UNDER CERTAIN CIRCUMSTANCES

     Under the merger agreement, SJ Bancorp must pay Glacier a break-up fee of
$1,000,000, if the merger agreement is terminated due to the failure of the SJ
Bancorp board of directors to recommend approval of the merger to its
shareholders, or due to the receipt of a superior acquisition proposal which is
acted upon by SJ Bancorp.

     SJ Bancorp agreed to pay the break-up fee under the circumstances described
above in order to induce Glacier to enter into the merger agreement. This
arrangement could have the effect of discouraging other companies from trying to
acquire SJ Bancorp. See "The Merger - Break-up Fee."

SJ BANCORP SHAREHOLDERS WILL HAVE DIFFERENT RIGHTS AFTER THE MERGER

     The rights of SJ Bancorp shareholders are governed by Colorado law, as well
as by SJ Bancorp's articles of incorporation and bylaws. After completion of the
merger, the rights of the former SJ Bancorp shareholders


                                        9



receiving Glacier common stock in the merger will be governed by Montana law,
and by Glacier's articles of incorporation and bylaws. Although Glacier's
articles of incorporation and bylaws are similar in many ways to SJ Bancorp's
articles of incorporation and bylaws, there are some substantive and procedural
differences that will affect the rights of SJ Bancorp shareholders. See
"Comparison of Certain Rights of Holders of Glacier and SJ Bancorp Common
Stock."


                                       10



                                  RISK FACTORS

     In addition to the other information contained in or incorporated by
reference into this document, including the matters addressed under the caption
"Cautionary Note Regarding Forward-Looking Statements," you should consider the
matters described below carefully in determining whether to approve the merger
agreement and the transactions contemplated by the merger agreement.

RISKS ASSOCIATED WITH THE PROPOSED MERGER

BECAUSE THE MARKET PRICE OF THE GLACIER COMMON STOCK MAY FLUCTUATE, YOU CANNOT
BE SURE OF THE VALUE OF THE SHARES OF GLACIER COMMON STOCK THAT YOU WILL
RECEIVE.

     Although the number of shares of Glacier common stock that will constitute
the stock portion of the merger consideration that will be exchanged for a share
of SJ Bancorp is fixed, at the time of the SJ Bancorp special shareholder
meeting, and prior to the closing of the merger, you will not be able to
determine the value of the Glacier common stock you would receive upon
completion of the merger. Any change in the market price of Glacier common stock
prior to completion of the merger will affect the value of the merger
consideration that SJ Bancorp shareholders will receive upon completion of the
merger. SJ Bancorp is not permitted to terminate the merger agreement or
resolicit the vote of SJ Bancorp shareholders solely because of changes in the
market price of Glacier common stock. Common stock price changes may result from
a variety of factors, including but not limited to general market and economic
conditions, changes in Glacier's business, operations and prospects, and
regulatory considerations. Many of these factors are beyond the control of
Glacier or SJ Bancorp. You should obtain current market prices for Glacier
common stock.

THE MERGER AGREEMENT LIMITS SJ BANCORP'S ABILITY TO PURSUE OTHER TRANSACTIONS
AND PROVIDES FOR THE PAYMENT OF A BREAK UP FEE IF SJ BANCORP DOES SO.

     While the merger agreement is in effect and subject to very narrow
exceptions, SJ Bancorp and its directors, officers and agents are prohibited
from initiating or encouraging inquiries with respect to alternative acquisition
proposals. The prohibition limits SJ Bancorp's ability to seek offers that may
be superior from a financial point of view from other possible acquirers. If SJ
Bancorp receives an unsolicited proposal from a third party that is superior
from a financial point of view to that made by Glacier and the merger agreement
is terminated, SJ Bancorp may be required to pay a $1,000,000 break-up fee. This
fee makes it less likely that a third party will make an alternative acquisition
proposal.

UNDER CERTAIN CONDITIONS, THE MERGER AGREEMENT REQUIRES SJ BANCORP TO PAY A
TERMINATION FEE.

     Under certain circumstances (generally involving SJ Bancorp's breach of its
representations and covenants in the merger agreement), Glacier can terminate
the merger agreement and require SJ Bancorp to pay a termination fee of
$200,000.

COMBINING OUR TWO COMPANIES MAY BE MORE DIFFICULT, COSTLY OR TIME-CONSUMING THAN
WE EXPECT.

     Glacier and SJ Bancorp have operated and, until the completion of the
merger, will continue to operate, independently. Even though SJ Bank will
continue to be operated separately, it is possible that the integration process
could result in the loss of key employees, the disruption of the ongoing
business of SJ Bank or inconsistencies in standards, controls, procedures and
policies that adversely affect our ability to maintain relationships with
customers and employees or to achieve the anticipated benefits of the merger. As
with any merger of banking institutions, there also may be disruptions that
cause us to lose customers or cause customers to take their deposits out of SJ
Bank.


                                       11



UNANTICIPATED COSTS RELATING TO THE MERGER COULD REDUCE GLACIER'S FUTURE
EARNINGS PER SHARE.

     Glacier believes that it has reasonably estimated the likely costs of
integrating the operations of SJ Bank into Glacier, and the incremental costs of
operating as a combined company. However, it is possible that unexpected
transaction costs or future operating expenses, as well as other types of
unanticipated adverse developments, could have a material adverse effect on the
results of operations and financial condition of Glacier after the merger. If
the merger is completed and unexpected costs are incurred, the merger could have
a significant dilutive effect on Glacier's earnings per share, meaning earnings
per share could be less than if the merger had not been completed.

GLACIER HAS VARIOUS ANTI-TAKEOVER MEASURES THAT COULD IMPEDE A TAKEOVER.

     Glacier has various anti-takeover measures in place, which are described
elsewhere in this document. Any one or more of these measures may impede the
takeover of Glacier without the approval of the Glacier board of directors and
may prevent you from taking part in a transaction in which you could realize a
premium over the current market price of Glacier common stock. See "Comparison
of Certain Rights of Holders of Glacier and SJ Bancorp Common Stock."

RISKS ASSOCIATED WITH GLACIER'S BUSINESS

GLACIER HAS A HIGH CONCENTRATION OF LOANS SECURED BY REAL ESTATE.

     Glacier has a high concentration of loans secured by real estate and a
downturn in the real estate market, for any reason, could hurt its business and
prospects. In particular, if the nationwide economic decline migrates further to
the markets Glacier serves, Glacier could be exposed to additional risk of
losses from real estate related loans. Business activities and credit exposure
are concentrated in loans secured by real estate. A further downturn in the
economies or real estate values in the markets Glacier serves could have a
material adverse effect on borrowers' ability to repay their loans, as well as
the value of the real property held as collateral securing such loans. Glacier's
ability to recover on defaulted loans by foreclosing and selling the real estate
collateral would then be diminished and Glacier would be more likely to suffer
losses on defaulted loans.

GLACIER'S LOAN PORTFOLIO MIX COULD RESULT IN INCREASED CREDIT RISK IN AN
ECONOMIC DOWNTURN.

     Glacier's loan portfolio contains a high percentage of commercial,
commercial real estate, real estate acquisition and development loans in
relation to the total loans and total assets. These types of loans generally are
viewed as having more risk of default than residential real estate loans or
certain other types of loans or investments. In fact, the FDIC has issued
pronouncements alerting banks of its concern about banks with a heavy
concentration of commercial real estate loans. These types of loans also
typically are larger than residential real estate loans and other commercial
loans. Because Glacier's loan portfolio contains a significant number of
commercial and commercial real estate loans with relatively large balances, the
deterioration of one or a few of these loans may cause a significant increase in
Glacier's non-performing loans. An increase in non-performing loans could result
in a loss of earnings from these loans, an increase in the provision for loan
losses, or an increase in loan charge-offs, which could have an adverse impact
on the results of operations and financial condition.

CHANGES IN ECONOMIC CONDITIONS, IN PARTICULAR AN ECONOMIC SLOWDOWN IN IDAHO,
MONTANA, WASHINGTON, WYOMING, UTAH OR COLORADO, COULD HURT THE BANKING BUSINESS
GENERALLY.

     Glacier's business is directly affected by factors such as economic, market
and political conditions in its service areas, broad trends in industry and
finance, legislative and regulatory changes, changes in government monetary and
fiscal policies and inflation, all of which are beyond its control. A further
deterioration in economic conditions in the states served by Glacier's banks
could result in the following consequences, any of which could hurt Glacier's
business materially:

     -    loan delinquencies may increase;


                                       12



     -    problem assets and foreclosures may increase;

     -    collateral for loans made may decline in value, in turn reducing
          customers' borrowing power, reducing the value of assets and
          collateral associated with existing loans;

     -    demand for banking products and services may decline; and

     -    low cost or non-interest bearing deposits may decrease.

GLACIER'S ALLOWANCE FOR LOAN AND LEASE LOSSES (ALLL) MAY NOT BE ADEQUATE TO
COVER ACTUAL LOAN LOSSES, WHICH COULD ADVERSELY AFFECT EARNINGS.

     Glacier maintains an ALLL in an amount that is believed adequate to provide
for losses inherent in the portfolio. While Glacier strives to carefully monitor
credit quality and to identify loans that may become non-performing, at any time
there are loans in the portfolio that will result in losses that have not been
identified as non-performing or potential problem loans. Glacier cannot be sure
that it will be able to identify deteriorating loans before they become
non-performing assets, or that it will be able to limit losses on those loans
that are identified. As a result, future significant additions to the ALLL may
be necessary. Additionally, future additions to the ALLL may be required based
on changes in the composition of the loans comprising the portfolio and changes
in the financial condition of borrowers, such as may result from changes in
economic conditions or as a result of incorrect assumptions by management in
determining the ALLL. Additionally, federal banking regulators, as an integral
part of their supervisory function, periodically review the Company's ALLL.
These regulatory agencies may require the Company to increase the ALLL which
could have a negative effect on the Company's financial condition and results of
operation. A critical element in determining the adequacy of the ALLL is the
maintenance of the underlying collateral values, most of which are in real
estate.

FLUCTUATING INTEREST RATES CAN ADVERSELY AFFECT GLACIER'S PROFITABILITY.

     Glacier's profitability is dependent to a large extent upon net interest
income, which is the difference (or "spread") between the interest earned on
loans, securities and other interest-earning assets and interest paid on
deposits, borrowings, and other interest-bearing liabilities. Because of the
differences in maturities and repricing characteristics of Glacier's
interest-earning assets and interest-bearing liabilities, changes in interest
rates do not produce equivalent changes in interest income earned on
interest-earning assets and interest paid on interest-bearing liabilities.
Accordingly, fluctuations in interest rates could adversely affect Glacier's
interest rate spread, and, in turn, its profitability. Glacier cannot provide
assurance that it can minimize interest rate risk. In addition, interest rates
also affect the amount of money Glacier can lend. When interest rates rise, the
cost of borrowing also increases. Accordingly, changes in levels of market
interest rates could materially and adversely affect the net interest spread,
asset quality, loan origination volume, business and prospects.

A TIGHTENING OF THE CREDIT MARKET MAY MAKE IT DIFFICULT TO OBTAIN AVAILABLE
MONEY TO FUND LOAN GROWTH, WHICH COULD ADVERSELY AFFECT OUR EARNINGS.

     A tightening of the credit market and the inability to obtain adequate
money to fund continued loan growth may negatively affect asset growth and,
therefore, earnings capability. In addition to any deposit growth, maturity of
investment securities and loan payments, Glacier also relies on alternative
funding sources through correspondent banking and a borrowing line with the FHLB
of Seattle to fund loans. In the event of a downturn in the economy,
particularly in the housing market, these resources could be negatively
affected, which would limit the funds available to Glacier.

COMPETITION IN GLACIER'S MARKET AREAS MAY LIMIT ITS FUTURE SUCCESS.

     Commercial banking is a highly competitive business. Glacier competes with
other commercial banks, savings and loan associations, credit unions, finance,
insurance and other non-depository companies operating in Glacier's market
areas. Glacier is subject to substantial competition for loans and deposits from
other financial


                                       13



institutions. Some of Glacier's competitors are not subject to the same degree
of regulation and restriction as it is. Some of its competitors have greater
financial resources than Glacier. If Glacier is unable to effectively compete in
its market areas, its business and results of operations could be adversely
affected.

THE FDIC LIKELY WILL INCREASE INSURANCE PREMIUMS TO REBUILD AND MAINTAIN THE
FEDERAL DEPOSIT INSURANCE FUND.

     Based on recent events and the state of the economy, it is likely that the
FDIC may increase federal deposit insurance premiums in the near future.
Depending on the circumstances, this increase may be relatively significant and
will add to Glacier's cost of operations. Glacier cannot predict the exact
amount of any premium increase or the impact on Glacier.

GLACIER HAS AN INVESTMENT IN FREDDIE MAC AND FANNIE MAE STOCK THAT MAY BE
ADVERSELY AFFECTED BY RECENT GOVERNMENT ACTIONS.

     Glacier owns 150,000 shares of Series O preferred stock of the Federal Home
Loan Mortgage Corporation ("Freddie Mac") and 1,200 shares of common stock of
the Federal National Mortgage Association ("Fannie Mae"). As of June 30, 2008,
Glacier had a combined investment of $7,593,000 in such securities, with a
temporary unrealized loss of $2,322,000, or $1,408,000 after tax. As previously
disclosed in its SEC filings, Glacier has continued to evaluate the possibility
of an "other than temporary impairment" charge with respect to its investments
in Freddie Mac and Fannie Mae. The term "other than temporary impairment" is not
intended to mean that the decline in value is permanent. On September 7, 2008,
the Federal Housing Finance Agency announced a federal bailout of Freddie Mac
and Fannie Mae. Based on such event, Glacier anticipates that the entire
$7,593,000 will be impaired on an "other than temporary" basis as of September
30, 2008, resulting in an after tax charge of $4,602,000, or $0.09 per fully
diluted share.

GLACIER MAY BE UNABLE TO RECRUIT AND RETAIN QUALIFIED EMPLOYEES.

     Glacier's continued growth will be dependent in part on its ability to
recruit and retain qualified and motivated employees. Glacier expects to
experience substantial competition in its efforts to hire experienced banking
professionals, particularly in the commercial lending area. Glacier's inability
to recruit and retain qualified employees could impair its ability to grow,
create compliance or operational challenges, and adversely impact its financial
condition and results of operations.

GLACIER'S BUSINESS WOULD BE HARMED IF IT LOST THE SERVICES OF ANY OF ITS SENIOR
MANAGEMENT TEAM.

     Glacier believes that its success to date has been substantially dependent
on its senior management team, including its Chief Executive Officer, its Chief
Operating Officer, its Chief Financial Officer, and the Presidents of its
subsidiary banks. The loss of any of these persons could have an adverse affect
on Glacier's business and future growth prospects.


                                       14



GLACIER MAY GROW THROUGH FUTURE ACQUISITIONS, WHICH COULD, IN SOME
CIRCUMSTANCES, ADVERSELY AFFECT ITS NET INCOME.

     Glacier anticipates engaging in selected acquisitions of financial
institutions in the future. There are risks associated with Glacier's
acquisition strategy that could adversely impact net income. These risks
include, among others, incorrectly assessing the asset quality of a particular
institution being acquired, encountering greater than anticipated costs of
incorporating acquired businesses into Glacier, and being unable to profitably
deploy funds acquired in an acquisition. Furthermore, Glacier cannot provide any
assurance as to the extent to which it can continue to grow through
acquisitions.

     Glacier anticipates issuing capital stock in connection with additional
acquisitions, either directly or through raising capital to fund the cash
portion of such acquisitions. These acquisitions and related issuances of stock
may have a dilutive effect on earnings per share and the percentage ownership of
current shareholders.

GLACIER OPERATES IN A HIGHLY REGULATED ENVIRONMENT AND MAY BE ADVERSELY AFFECT
BY CHANGES IN FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS.

     Glacier is subject to extensive regulation, supervision and examination by
federal and state banking authorities. Any change in applicable regulations or
federal, state or local legislation could have a substantial impact on Glacier
and its operations. Additional legislation and regulations that could
significantly affect Glacier's powers, authority and operations may be enacted
or adopted in the future, which could have a material adverse effect on
Glacier's financial condition and results of operations. Further, regulators
have significant discretion and authority to prevent or remedy unsafe or unsound
practices or violations of laws by financial institutions and holding companies
in the performance of their supervisory and enforcement duties. The exercise of
regulatory authority may have a negative impact on our results of operations and
financial condition.

GLACIER'S TRUST PREFERRED SECURITIES HAVE A PRIORITY RIGHT TO PAYMENT OF
DIVIDENDS.

     Glacier has periodically supported its continued growth through the
issuance of trust preferred securities from special purpose trusts and
accompanying debt. Trust preferred securities have a priority right to
distributions and payment over the common stock. At June 30, 2008, Glacier had
trust preferred securities and accompanying debt totaling approximately $119
million.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This document, including information included or incorporated by reference
in this document may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, (i) statements about the benefits of
the merger, including future financial and operating results, cost savings,
enhancements to revenue and accretion to reported earnings that may be realized
from the merger; (ii) statements about our respective plans, objectives,
expectations and intentions and other statements that are not historical facts;
and (iii) other statements identified by words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," or words of similar
meaning. These forward-looking statements are based on current beliefs and
expectations of management and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond Glacier's and SJ Bancorp's control. In addition, these forward-looking
statements are subject to assumptions with respect to future business strategies
and decisions that are subject to change.

     The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations in the
forward-looking statements:

     -    the risks associated with continued diversification of assets and
          potential adverse changes in credit quality;

     -    increased loan delinquency rates;


                                       15



     -    competition from other financial services companies in our markets;

     -    the risks presented by the current economic slowdown, which could
          adversely affect credit quality, collateral values and loan
          originations;

     -    our business may not be integrated successfully, or such integration
          may take longer to accomplish than expected;

     -    the anticipated growth opportunities and cost savings from the merger
          may not be fully realized or may take longer to realize than expected;

     -    operating costs, customer losses and business disruption following the
          merger, including adverse developments in relationships with
          employees, may be greater than expected;

     -    demand for banking products and services may decline;

     -    adverse governmental or regulatory policies may be enacted; and

     -    the interest rate environment may change, causing margins to compress
          and adversely affecting net interest income.

     Additional factors that could cause actual results to differ materially
from those expressed in the forward-looking statements are discussed in
Glacier's reports filed with the SEC.

     All subsequent written and oral forward-looking statements concerning the
proposed transaction or other matters attributable to Glacier or SJ Bancorp or
any person acting on behalf of Glacier or SJ Bancorp are expressly qualified in
their entirety by the cautionary statements above. Neither Glacier nor SJ
Bancorp undertake any obligation to update any forward-looking statements to
reflect circumstances or events that occur after the date the forward-looking
statements are made.

              SELECTED HISTORICAL FINANCIAL INFORMATION OF GLACIER

     The following selected financial information for the fiscal years ended
December 31, 2007, 2006, 2005, 2004 and 2003 is derived from audited
consolidated financial statements of Glacier. The financial information of and
for the six months ended June 30, 2008 and 2007 are derived from unaudited
financial statements. The unaudited financial statements include all
adjustments, consisting of normal recurring accruals, which Glacier considers
necessary for fair presentation of the financial results of operations for such
periods. The operating results for the six months ended June 30, 2008 are not
necessarily indicative of the results that may be expected for the entire year
ending December 31, 2008. The financial data below should be read in conjunction
with the financial statements and notes thereto, incorporated by reference in
this proxy statement/prospectus. See "Where You Can Find More Information About
Glacier."



                                        AT OR FOR THE SIX
                                       MONTHS ENDED JUNE 30             AT OR FOR THE FISCAL YEARS ENDED DECEMBER 31
                                     -----------------------   --------------------------------------------------------------
                                        2008         2007         2007         2006         2005         2004         2003
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                                              
SUMMARY OF OPERATIONS:                                      DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
Interest income                      $  150,589   $  147,213   $  304,760   $  253,326   $  189,985   $  147,285   $  130,830
Interest expense                         49,660       58,926      121,291       95,038       59,978       39,892       38,478
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
Net interest income                     100,929       88,287      183,469      158,288      130,007      107,393       92,352
Provision for loan losses                 7,542        2,405        6,680        5,192        6,023        4,195        3,809
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
Net interest income after provision
   for loan losses                       93,387       85,882      176,789      153,096      123,984      103,198       88,543
Noninterest income                       33,643       32,103       64,818       51,842       44,626       34,565       33,562
Noninterest expenses                     72,056       68,257      137,917      112,550       90,926       72,133       65,944
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
Pre-tax net income                       54,974       49,728      103,690       92,388       77,684       65,630       56,161
Taxes                                    19,116       16,910       35,087       31,257       25,311       21,014       18,153
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------



                                       16





                                        AT OR FOR THE SIX
                                       MONTHS ENDED JUNE 30             AT OR FOR THE FISCAL YEARS ENDED DECEMBER 31
                                     -----------------------   --------------------------------------------------------------
                                        2008         2007         2007         2006         2005         2004         2003
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                                              
Net income                               35,858       32,818       68,603       61,131       52,373       44,616       38,008
                                     ==========   ==========   ==========   ==========   ==========   ==========   ==========
Basic earnings per share*            $     0.67   $     0.62   $     1.29   $     1.23   $     1.12   $     0.97   $     0.84
Diluted earnings per share*          $     0.66   $     0.61   $     1.28   $     1.21   $     1.09   $     0.96   $     0.83
Cash dividends per share*            $     0.26   $     0.24   $     0.50   $     0.45   $     0.40   $     0.36   $     0.32
STATEMENT OF FINANCIAL CONDITIONS:
Total assets                         $5,027,868   $4,672,955   $4,817,330   $4,471,298   $3,708,975   $3,013,213   $2,740,716
Net loans receivable and LHFS         3,760,145    3,331,854    3,557,122    3,165,524    2,397,187    1,701,805    1,430,365
Total deposits                        3,125,923    3,354,685    3,184,478    3,207,533    2,534,712    1,729,708    1,597,625
Total borrowings                      1,189,859      651,004      940,570      646,508      719,413      900,148      842,280
Shareholder's equity                    549,643      499,671      528,576      456,143      333,239      270,184      237,839
Book value per share*                $    10.18   $     9.34   $     9.85   $     8.72   $     6.91   $     5.87   $     5.24
KEY OPERATING RATIOS:
Return on average assets                   1.48%        1.47%        1.49%        1.52%        1.52%        1.54%        1.53%
Average equity to average assets          11.20%       10.61%       10.78%        9.52%        8.61%        8.75%        9.10%
Net interest margin(1)                     4.65%        4.49%        4.50%        4.44%        4.25%        4.18%        4.22%
Non-performing over assets                 0.58%        0.25%        0.27%        0.19%        0.26%        0.32%        0.48%
Dividend payout ratio                     38.81%       38.71%       38.76%       36.59%       35.93%       37.36%       38.07%


(1)  Calculated on a tax equivalent basis.

*    Revised for stock splits and dividends.


                                       17



                COMPARATIVE STOCK PRICE AND DIVIDEND INFORMATION

     GLACIER COMMON STOCK

     Glacier common stock is quoted on The NASDAQ Global Select Market under the
symbol "GBCI." The following table sets forth for the periods indicated:

     -    the high and low sale prices for Glacier common stock as reported on
          The NASDAQ Global Select Market, and

     -    dividends per share on Glacier common stock.



                                                                    CASH
                                             HIGH*    LOW*    DIVIDENDS DECLARED
                                            ------   ------   ------------------
                                                     
2006
First quarter............................   $21.81   $19.72          $0.11
Second quarter...........................   $21.20   $18.69          $0.11
Third quarter............................   $23.24   $18.55          $0.11
Fourth quarter...........................   $25.25   $21.99          $0.12
2007
First quarter............................   $25.39   $22.76          $0.12
Second quarter...........................   $24.61   $19.55          $0.12
Third quarter............................   $24.00   $18.41          $0.13
Fourth quarter...........................   $23.85   $17.57          $0.13
2008
First quarter............................   $20.18   $15.31          $0.13
Second quarter...........................   $21.60   $15.86          $0.13
Third quarter (through September 23).....   $25.70   $24.23


----------
*    Adjusted for stock splits and stock dividends.

     At September 23, 2008, 54,319,738 outstanding shares of Glacier common
stock were held by approximately 14,201 holders of record.


                                       18



     SJ BANCORP COMMON STOCK

     Presently, no active trading market exists for the SJ Bancorp common stock.
If SJ Bancorp were to remain independent, management of SJ Bancorp does not
expect that a market for SJ Bancorp common stock would develop. No registered
broker/dealer makes a market in SJ Bancorp common stock, and SJ Bancorp common
stock is not listed or quoted on any stock exchange or automated quotation
system. SJ Bancorp acts as its own transfer agent and registrar.

     Occasionally, management of SJ Bancorp becomes aware of trades of private
sales of its common stock and the prices at which these trades were executed.
The following table sets forth information regarding the trades of common stock
known to SJ Bancorp, the high and low sales prices (if known) at which such
trades were executed, and dividends declared for the periods indicated:



                                                 NUMBER OF   TRADING   DIVIDENDS
                                 LOW     HIGH      TRADES     VOLUME   PER SHARE
                               ------   ------   ---------   -------   ---------
                                                        
2006
   First Quarter............   $18.25   $18.25        2         866       none
   Second Quarter...........       --       --       --          --       none
   Third Quarter............   $18.25   $18.25        2       1,102       none
   Fourth Quarter...........   $18.50   $18.50        2         750       none
2007
   First Quarter............   $19.40   $19.40        1       1,045       none
   Second Quarter...........       --       --       --          --       none
   Third Quarter............       --       --       --          --       none
   Fourth Quarter...........   $21.02   $21.02        1         250       none
2008
   First Quarter............   $22.95   $22.95        3       4,592       none
   Second Quarter...........   $22.95   $22.95        1         200       none
   Third Quarter............       --       --       --          --       none


     The prices given above represent actual trades but may not include all
trades that occurred during the reported period. In addition, the table does not
reflect transfers by gift or the exercise of stock options. The prices given are
the result of limited trading and may not be representative of the actual fair
market value of the SJ Bancorp common stock.

     At September 23, 2008, the 492,902 outstanding shares of SJ Bancorp common
stock were held by approximately 237 holders of record.


                                       19



                    SJ BANCORP SPECIAL SHAREHOLDERS' MEETING

DATE, TIME, PLACE

     The SJ Bancorp special meeting of shareholders will be held on Tuesday,
October 28, 2008, at 10:00 a.m. local time, at the Strater Hotel, 699 Main
Avenue, Durango, Colorado.

     As described below under "Vote Required," approval of the merger agreement
requires the affirmative vote of at least two-thirds (66 2/3%) of the shares of
SJ Bancorp's outstanding common stock. If there are not sufficient votes
represented at the special meeting, either in person or by proxy, to approve the
merger agreement, or if a quorum is not present, SJ Bancorp may adjourn or
postpone the meeting in order to permit further solicitation of proxies by SJ
Bancorp. The persons appointed as proxies on the form accompanying this document
are authorized to vote to approve such adjournment or postponement, unless the
proxy appointing them instructs them to vote against approval of the merger
agreement.

PURPOSE

     At the special meeting, SJ Bancorp shareholders will:

     -    consider and vote on a proposal to approve the merger, and

     -    if necessary, consider and act upon a proposal to adjourn the special
          meeting to allow additional time to solicit proxies.

RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE

     The SJ Bancorp board of directors has fixed 5:00 p.m. on September 24, 2008
as the record date for determining the holders of shares of SJ Bancorp common
stock entitled to notice of and to vote at the special meeting. At the close of
business on the SJ Bancorp record date, there were 492,902 shares of common
stock issued and outstanding and held by approximately 237 holders of record.
Holders of record of SJ Bancorp common stock on the record date are entitled to
one vote per share and are also entitled to exercise dissenters' rights if
certain procedures are followed. See "The Merger - Dissenters' Rights of
Appraisal" and APPENDIX B.

     The directors of SJ Bancorp and SJ Bank and their spouses have agreed to
vote all shares held or controlled by them in favor of approval of the merger. A
total of 124,889 outstanding shares, or 25.3% of the outstanding shares of SJ
Bancorp common stock, are covered by the voting agreement. See "The Merger -
Voting Agreement."

VOTE REQUIRED AND QUORUM

     The affirmative vote of the holders of at least two-thirds (66 2/3%) of the
shares of SJ Bancorp's outstanding common stock is required to approve the
merger. At least a majority of the total outstanding shares of SJ Bancorp common
stock must be present, either in person or by proxy, in order to constitute a
quorum for the meeting. For purposes of determining a quorum, abstentions and
broker nonvotes (that is, proxies from brokers or nominees, indicating that such
person has not received instructions from the beneficial owners or other persons
entitled to vote shares as to a matter with respect to which the broker or
nominees do not have discretionary power to vote) are counted in determining the
shares present at a meeting.

     For voting purposes, however, only shares actually voted FOR the approval
of the merger agreement, and neither abstentions nor broker nonvotes, will be
counted as favorable votes in determining whether the merger agreement is
approved by the holders of SJ Bancorp common stock. AS A RESULT, ABSTENTIONS AND
BROKER NONVOTES WILL HAVE THE SAME EFFECT AS VOTES AGAINST APPROVAL OF THE
MERGER AGREEMENT.


                                       20



     If you hold your shares in "street name" with a broker, you must instruct
your broker to vote your shares by following the directions provided to you by
your broker. Your broker may not vote your shares on the merger agreement
without instructions from you. Your failure to instruct your broker to vote on
the adoption of the merger agreement will result in a broker non-vote, which
will be equivalent of voting against the merger agreement.

VOTING, SOLICITATION, AND REVOCATION OF PROXIES

     If the enclosed proxy card is duly executed and received in time for the
special meeting, it will be voted in accordance with the instructions given. If
the proxy card is duly executed and received but no instruction is given, it is
the intention of the persons named in the proxy to vote the shares represented
by the proxy FOR THE APPROVAL OF THE MERGER AND IN THE PROXY HOLDER'S DISCRETION
ON ANY OTHER MATTER PROPERLY COMING BEFORE THE MEETING. Any proxy given by a
shareholder may be revoked before its exercise by:

     -    written notice to the Secretary of SJ Bancorp;

     -    a later-dated proxy; or

     -    appearing and voting at the special meeting in person.

     SJ Bancorp is soliciting the proxy for the special meeting on behalf of the
SJ Bancorp board of directors. SJ Bancorp will bear the cost of solicitation of
proxies from its shareholders. In addition to using the mails, SJ Bancorp may
solicit proxies by personal interview, telephone, and facsimile. Banks,
brokerage houses, other institutions, nominees, and fiduciaries will be
requested to forward their proxy soliciting material to their principals and
obtain authorization for the execution of proxies. SJ Bancorp does not expect to
pay any compensation for the solicitation of proxies. However, SJ Bancorp will,
upon request, pay the standard charges and expenses of banks, brokerage houses,
other institutions, nominees, and fiduciaries for forwarding proxy materials to
and obtaining proxies from their principals.

VOTING IN PERSON AT THE SPECIAL MEETING

     Shareholders of Record. Shares held directly in your name as the
shareholder of record may be voted in person at the special meeting. If you
choose to vote your shares in person, please bring the enclosed proxy card or
proof of identification. Even if you plan to attend the special meeting, we
recommend that you vote your shares in advance as described above so that your
vote will be counted if you later decide not to attend the special meeting.

     Beneficial Owner. Shares held in street name may be voted in person by you
only if you bring an account statement or letter from the nominee indicating
that you were the beneficial owner of the shares on the record date.

                    BACKGROUND OF AND REASONS FOR THE MERGER

BACKGROUND OF THE MERGER

     During the normal course of its business, the management and Board of
Directors of SJ Bancorp has periodically reviewed and assessed its market,
operational and growth strategy. Consistent with its fiduciary obligations to
its shareholders, SJ Bancorp has considered strategic options including
strategies to grow and enhance SJ Bancorp's business through internal and
external means. Those discussions have included analyses of the financial
institution merger market on a national and regional basis, the potential value
of the SJ Bancorp based on current merger market fundamentals and the potential
market value of the SJ Bancorp stock assuming the execution of its current
business plan under various scenarios. The board of directors and management of
SJ Bancorp also routinely have discussed the economic climate, increasing level
of net interest margin compression,


                                       21



competition, continuing consolidation, regulatory burden, and related costs and
other developments in the financial services industry as such issues relate to
its on-going strategic direction.

     Consistent with its continuing assessment of the SJ Bancorp strategy, in
the spring of 2007, the Board of Directors decided to explore what strategic
alternatives may be available to SJ Bancorp, including an exploration of the
merger and acquisition market for community banks. In connection with this
assessment, SJ Bancorp interviewed potential financial advisors, including the
investment banking firm of Sandler O'Neill. During May 2007, the board and
management of SJ Bancorp discussed available strategic alternatives with Sandler
O'Neill, including those available to address the board's concerns over the
ability of SJ Bancorp to continue to compete for certain loans in its market
given that the size of SJ Bancorp's capital base relative to some of its larger
competitors, as well as loan diversification issues relating to the types of
loans generally available in its market.

     In June 2007, SJ Bancorp formally engaged Sandler O'Neill to assist and
advise it in exploring strategic alternatives, including a possible strategic
business combination transaction while maintaining the option of remaining an
independent entity. During the ensuing four weeks, Sandler O'Neill evaluated the
merger market available to SJ Bancorp and assembled a list of prospective
institutions that might be interested in reviewing information concerning SJ
Bancorp and pursuing a business combination with the SJ Bancorp. In late July
2007, Sandler O'Neill met with the Chairman and the President of SJ Bancorp to
discuss the list of prospective parties that Sandler O'Neill had assembled. The
discussion of the list included a discussion on how a transaction with each of
the prospective parties would impact the interested constituencies of SJ Bancorp
and the Bank, including their shareholders, employees, customers and local
community. As a result of this meeting a list of initial parties to be contacted
was decided upon, as well as a secondary list. During August and September 2007,
SJ Bancorp and Sandler O'Neill assembled information and marketing materials to
provide to interested parties on a confidential basis.

     During September 2007, Sandler O'Neill contacted fifteen parties. From
those fifteen contacts, ten confidentiality agreements were executed and
information packages were sent to those parties who executed confidentiality
agreements with a request for a formalized proposal from any interested parties.
Glacier was one of the ten parties that executed a confidentiality agreement and
received information on SJ Bancorp during this time period.

     During the ensuing six weeks, problems in the United States capital markets
continued to mount and the beginnings of national credit problems began to
become widely recognized. As a result of this situation in the financial
institutions industry, the merger and acquisition environment for banks came to
a near standstill. All but one of the prospective parties contacted declined any
interest in making a proposal, generally citing market conditions and the
decline of their own stock prices. One prospective party provided initial
indications that it may be interested in pursuing a transaction, but ultimately
no formal proposal was ever received from that party.

     In early December 2007, Sandler O'Neill prepared a presentation for SJ
Bancorp setting forth the declines in the overall market as well as the
significant declines in the market for bank stocks. Among other issues, the
presentation showed that as a result of the decline in overall equity markets
for bank stocks, merger and acquisition activity in the fourth quarter of 2007
was down by two-thirds from the previous quarter and down a similar amount when
viewed over the prior twelve to eighteen months, and that the overall valuation
of banks in a merger and acquisition context was also down significantly. After
considering the information contained in this presentation, SJ Bancorp decided
to terminate any further discussions with interested parties. On January 15,
2008 SJ Bancorp issued a letter to Sandler O'Neill terminating the engagement as
it related to a possible sale transaction.

     In mid-March 2008, Michael Blodnick, the Chief Executive Officer of
Glacier, approached a representative of Sandler O'Neill at a banking conference
that both were attending to inquire as to whether SJ Bancorp may be interested
in receiving a proposal from Glacier with respect to an acquisition of SJ
Bancorp. In early April 2008, representatives of SJ Bancorp contacted Mr.
Blodnick to express interest in renewing


                                       22



discussions. On April 10th and 11th, the Chairman and President of SJ Bancorp
visited the Glacier offices in Kalispell, Montana to provide updated financial
information, discuss the Glacier business model and confirm SJ Bancorp's
interest in receiving a proposal from Glacier.

     On May 1, 2008, Glacier provided SJ Bancorp with a term sheet setting forth
proposed terms for an acquisition by Glacier. Between May 1st and May 19th, the
Board of Directors of SJ Bancorp and its advisors reviewed the proposed term
sheet and negotiated with Glacier on the terms contained therein. On May 19,
2008, Glacier submitted a revised term sheet which reflected proposed merger
consideration consisting of $9,000,000 in cash and 640,000 shares of Glacier
common stock. On May 20, 2008, after discussions among the board and its
advisors, SJ Bancorp approved and executed that term sheet. Between May 26, 2008
and July 9, 2008, each of Glacier and SJ Bancorp conducted on-site and off-site
due diligence on each other and the parties and their advisors drafted and
negotiated the definitive merger agreement and related ancillary agreements.

     On July 10, 2008 representatives of SJ Bancorp held discussions with
representatives of Glacier concerning the recent precipitous decline in the
market value of financial institution stock, including the decline in price for
Glacier common stock, since the signing of the term sheet on May 20th. On July
15, 2008, the Board of Directors of SJ Bancorp met with its financial and legal
advisors to get an update on the state of the current merger and acquisition
market for financial institutions and the status of the negotiations with
Glacier. As a result of the meeting, the Board of Directors of SJ Bancorp
decided that based on the then current state of the overall equity market, and
in particular the equity market for financial institutions, that the
negotiations with Glacier should be suspended, while at the same time giving
authority to SJ Bancorp management and advisors to renew the negotiations with
Glacier if the equity market for financial institutions showed improvement.

     On July 29, 2008, based upon the improvement in the equity market for
financial institutions, and in particular for Glacier common stock,
representatives of SJ Bancorp renewed discussions with Glacier, and between July
29th and August 15th, the parties proceeded to negotiate and finalize definitive
transaction documents and update their due diligence.

     On August 18, 2008, the board of directors of Glacier met to consider
approval of the merger. Matters discussed included the results of due diligence
reviews, the terms of the merger agreement and related documents, the pro forma
financial impact of the merger, and the timing and process for consummation of
the merger. After due consideration of these and other matters, the Glacier
board approved the merger by unanimous vote.

     On August 18, 2008, the Board of Directors of SJ Bancorp met to consider
approval of the merger agreement with Glacier. Among other matters discussed,
the Board of Directors held in-depth discussions on the specifics of the merger
agreement, the form and value of consideration to be received by the
shareholders of SJ Bancorp, the break-up fee, potential price adjustments, the
current stock price of Glacier and its dividend history, the timing and process
for consummation of the merger, the likelihood of consummation of the merger,
the implications to SJ Bancorp's shareholders and the implications to the
employees and customers of SJ Bank as well as the community SJ Bank serves.
After due consideration of these and other matters, and taking into
consideration the fairness opinion delivered by Sander O'Neill, the Board of
Directors voted unanimously to approve the merger.

     Glacier and SJ Bancorp executed the merger agreement and related documents
on August 19, 2008 and after the close of business on August 19, 2008, the
parties issued a joint press release announcing the execution of the merger
agreement.

REASONS FOR THE MERGER - SJ BANCORP

     At a special meeting held on August 18, 2008, the SJ Bancorp board of
directors unanimously determined that the terms of the merger agreement were in
the best interests of SJ Bancorp and its shareholders. In the course of reaching
its decision to approve the merger agreement, the SJ Bancorp board of directors
consulted with


                                       23



Sandler O'Neill, its financial advisor, and Rothgerber Johnson & Lyons L.L.P.,
its legal counsel. In reaching its determination, SJ Bancorp's board of
directors considered a number of factors. Such factors also constituted the
reasons that the board of directors determined to approve the merger and to
recommend that SJ Bancorp's shareholders vote in favor of the merger. Such
reasons included the following:

     -    the terms of the merger agreement and the form of the consideration,
          and the historical trading ranges for Glacier common stock;

     -    the alternatives of SJ Bancorp's continuing as an independent
          community bank or combining with other potential merger partners
          versus the determination that the merger with Glacier presented the
          best opportunity for maximizing shareholder value and serving the
          banking needs of the communities in which SJ Bancorp operates;

     -    information concerning Glacier's financial condition and results of
          operations as well as the likelihood that Glacier would be able to
          obtain regulatory approval for the merger;

     -    the financial terms of recent business combinations in the financial
          services industry and a comparison of the multiples of selected
          combinations with the terms of the proposed acquisition by with
          Glacier;

     -    the opinion of Sandler O'Neill that the merger consideration to be
          received by SJ Bancorp's shareholders in the merger is fair from a
          financial point of view;

     -    Glacier's operating philosophy as a community-oriented bank holding
          company with a customer service focus, which is consistent with SJ
          Bancorp's operating philosophy;

     -    the expectation that SJ Bancorp shareholders would have the
          opportunity to continue to participate in the growth of the combined
          company and would also greatly benefit from the significantly greater
          liquidity of the trading market for Glacier common stock;

     -    that Glacier has historically paid cash dividends on its common stock;

     -    the effects of the economic, regulatory and market pressures facing SJ
          Bancorp and community banks generally and SJ Bank's prospects as an
          independent bank;

     -    the determination that a business combination with Glacier would
          extend SJ Bank's lending capabilities and increase the range of
          financial products and services available to SJ Bank's customers;

     -    the provisions in the merger agreement that provide for the ability of
          the board of directors to respond to an unsolicited acquisition
          proposal that the board of directors determines in good faith is a
          superior proposal as defined in the merger agreement;

     -    the provisions of the merger agreement that provide for the ability of
          the SJ Bancorp board of directors to terminate the merger agreement,
          subject to certain conditions including the payment of a break-up fee,
          if SJ Bancorp has entered into a letter of intent or other agreement
          with respect to a superior proposal;

     -    the broad experience of Glacier's management team and its particular
          experience in managing and supporting subsidiary banks that have an
          emphasis on local decision making and authority; and


                                       24



     -    the likelihood of the merger being approved by applicable regulatory
          authorities without undue conditions or delay;

     -    SJ Bancorp's board's understanding of the business, operations,
          financial conditions, earnings, management and future prospects of
          Glacier, taking into account SJ Bancorp's due diligence investigation
          of Glacier, including, but not limited to, debt service and other
          existing financial obligations, the financial obligations to be
          incurred in connection with the proposed transaction and other likely
          financial obligations of Glacier and the possible effects of such
          obligations; and

     -    the current and prospective economic and competitive environment
          facing the financial services industry generally, including continued
          consolidation in the industry and the increased importance of
          operational scale and financial resources in maintaining efficiency
          and remaining competitive over the long-term.

     The SJ Bancorp board of directors also considered a number of uncertainties
and risks in its deliberations concerning the transactions contemplated by the
merger agreement, including the following:

     -    that a portion of the merger consideration will be paid through the
          issuance of a fixed number of shares of Glacier common stock and any
          decrease in the market price of Glacier common stock will result in a
          reduction in the aggregate merger consideration to be received by SJ
          Bancorp shareholders at the time of completion of the merger;

     -    that SJ Bancorp will not have the right to terminate the merger
          agreement for decreases in price of the Glacier common stock prior to
          completion of the merger;

     -    that SJ Bancorp shareholders will not necessarily know or be able to
          calculate the actual value of the merger consideration which they
          would receive upon completion of the merger;

     -    that the "break-up" fee provisions in the merger agreement could have
          the effect of discouraging superior proposals for a business
          combination between SJ Bancorp and third parties;

     -    the possible disruption to SJ Bancorp's business that may result from
          the announcement of the merger and the resulting distraction of
          management's attention from the day-to-day operations of SJ Bancorp's
          business; and

     -    the restrictions contained in the merger agreement on the operation of
          SJ Bancorp's business during the period between signing of the merger
          agreement and completion of the merger, as well as the other covenants
          and agreements of SJ Bancorp contained in the merger agreement.

     The foregoing discussion of the reasons that led the SJ Bancorp board of
directors to approve the merger and recommend that SJ Bancorp's shareholders
vote in favor of the merger is not intended to be exhaustive, but is believed to
include all of the material reasons for the board of directors' decision. In
reaching its determination to approve and recommend the transaction, the SJ
Bancorp board based its recommendation on the totality of the information
presented to it and did not assign any relative or specific weights to the
reasons considered in reaching that determination. Individual directors may have
given differing weights to different reasons. After deliberating with respect to
the merger with Glacier, considering, among other things, the matters discussed
above and the opinion of Sandler O'Neill referred to above, the SJ Bancorp board
of directors unanimously approved and adopted the merger agreement and the
merger with Glacier as being in the best interests of SJ Bancorp and its
shareholders.


                                       25



OPINION OF FINANCIAL ADVISOR TO SJ BANCORP

     OPINION OF SANDLER O'NEILL & PARTNERS, L.P.

     By letter dated June 8, 2007, SJ Bancorp retained Sandler O'Neill to act as
its financial advisor in connection with a possible business combination. On
January 15, 2008 SJ Bancorp terminated its engagement with Sandler O'Neill and
subsequently reinstated and affirmed the original terms of Sandler O'Neill's
engagement in a letter to Sandler O'Neill dated May 21, 2008. Sandler O'Neill is
a nationally recognized investment banking firm whose principal business
specialty is financial institutions. In the ordinary course of its investment
banking business, Sandler O'Neill is regularly engaged in the valuation of
financial institutions and their securities in connection with mergers and
acquisitions and other corporate transactions.

     Sandler O'Neill acted as financial advisor to SJ Bancorp in connection with
the proposed transaction and participated in certain of the negotiations leading
to the execution of a definitive merger agreement on August 19, 2008. At the
August 18, 2008 meeting at which SJ Bancorp's board considered and approved the
merger agreement Sandler O'Neill delivered to the board its oral opinion which
was subsequently affirmed in written form on August 19, 2008, that, as of such
date, the merger consideration was fair to SJ Bancorp shareholders from a
financial point of view. Sandler O'Neill has updated its fairness opinion as of
the date of this proxy statement/prospectus. THE FULL TEXT OF SANDLER O'NEILL'S
UPDATED OPINION IS ATTACHED AS APPENDIX C TO THIS PROXY STATEMENT/PROSPECTUS.
THE OPINION OUTLINES THE PROCEDURES FOLLOWED, ASSUMPTIONS MADE, MATTERS
CONSIDERED AND QUALIFICATIONS AND LIMITATIONS ON THE REVIEW UNDERTAKEN BY
SANDLER O'NEILL IN RENDERING ITS OPINION. THE DESCRIPTION OF THE OPINION SET
FORTH BELOW IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE
OPINION. SJ BANCORP'S SHAREHOLDERS ARE URGED TO READ THE ENTIRE OPINION
CAREFULLY IN CONNECTION WITH THEIR CONSIDERATION OF THE PROPOSED MERGER.

     SANDLER O'NEILL'S OPINION SPEAKS ONLY AS OF THE DATE OF THE OPINION. THE
OPINION WAS DIRECTED TO THE SJ BANCORP BOARD AND IS DIRECTED ONLY TO THE
FAIRNESS OF THE MERGER CONSIDERATION TO SJ BANCORP SHAREHOLDERS FROM A FINANCIAL
POINT OF VIEW. IT DOES NOT ADDRESS THE UNDERLYING BUSINESS DECISION OF SJ
BANCORP TO ENGAGE IN THE MERGER OR ANY OTHER ASPECT OF THE MERGER AND IS NOT A
RECOMMENDATION TO ANY SJ BANCORP SHAREHOLDER AS TO HOW SUCH SHAREHOLDER SHOULD
VOTE AT THE SPECIAL MEETING WITH RESPECT TO THE MERGER OR ANY OTHER MATTER.

     In connection with rendering its August 19, 2008 opinion and its updated
opinion, Sandler O'Neill reviewed and considered, among other things:

     -    the agreement;

     -    certain publicly available financial statements and other historical
          financial information of SJ Bancorp that Sandler O'Neill deemed
          relevant;

     -    certain publicly available financial statements and other historical
          financial information of Glacier that Sandler O'Neill deemed relevant;

     -    internal financial projections for SJ Bancorp for the year ending
          December 31, 2008 and growth and performance estimates for SJ Bancorp
          for the years ending December 31, 2009, 2010, 2011 and 2012 as
          provided by and reviewed with management of SJ Bancorp;

     -    publicly available consensus earnings estimates for Glacier for the
          years ending December 31, 2008 and 2009 and a long-term growth rate
          provided by senior of management of Glacier for the years thereafter;


                                       26



     -    the pro forma financial impact of the merger on Glacier, based on
          assumptions relating to transaction expenses, purchase accounting
          adjustments and cost savings determined by the senior managements of
          SJ Bancorp and Glacier;

     -    the publicly reported historical price and trading activity for
          Glacier's common stock, including a comparison of certain financial
          and stock market information for Glacier with similar publicly
          available information for certain other companies the securities of
          which are publicly traded;

     -    the financial terms of certain recent business combinations in the
          commercial banking industry, to the extent publicly available;

     -    the current market environment generally and the banking environment
          in particular; and

     -    such other information, financial studies, analyses and investigations
          and financial, economic and market criteria as Sandler O'Neill
          considered relevant.

     Sandler O'Neill also discussed with certain members of senior management of
SJ Bancorp the business, financial condition, results of operations and
prospects of SJ Bancorp and held similar discussions with certain members of
senior management of Glacier regarding the business, financial condition,
results of operations and prospects of Glacier.

     In performing its reviews and analyses and in rendering its opinion,
Sandler O'Neill relied upon the accuracy and completeness of all the financial
and other information that was available to them from public sources, that was
provided to Sandler O'Neill by SJ Bancorp or Glacier or their respective
representatives or that was otherwise reviewed by Sandler O'Neill and has
assumed such accuracy and completeness for purposes of rendering this opinion.
Sandler O'Neill further relied on the assurances of the management of each SJ
Bancorp and Glacier that they are not aware of any facts or circumstances that
would make any of such information inaccurate or misleading. Sandler O'Neill has
not been asked to undertake, and has not undertaken, an independent verification
of any of such information and Sandler O'Neill does not assume any
responsibility or liability for the accuracy or completeness thereof. Sandler
O'Neill did not make an independent evaluation or appraisal of the specific
assets, the collateral securing the assets or the liabilities (contingent or
otherwise) of SJ Bancorp or Glacier or any of their subsidiaries, or the
collectibility of any such assets, nor has Sandler O'Neill been furnished with
any such evaluations or appraisals. Sandler O'Neill did not make an independent
evaluation of the adequacy of the allowance for loan losses of SJ Bancorp or
Glacier nor has Sandler O'Neill reviewed any individual credit files relating to
SJ Bancorp or Glacier. Sandler O'Neill assumed, with SJ Bancorp's consent, that
the respective allowances for loan losses for both SJ Bancorp and Glacier were
adequate to cover such losses and will be adequate on a pro forma basis for the
combined entity.

     The projections and estimates used and relied upon by Sandler O'Neill in
its analyses of SJ Bancorp and the publicly available earnings and growth
estimates for Glacier were discussed with SJ Bancorp senior management and
Glacier, respectively who confirmed to Sandler O'Neill that those projections
and estimates reflected the best currently available estimates and judgments of
the future financial performance of SJ Bancorp and Glacier. With respect to the
projections, earnings estimates and estimated growth rates for SJ Bancorp and
Glacier, Sandler O'Neill used and relied on the projections provided by the
senior management of Glacier and SJ Bancorp. All projections of transaction
costs, purchase accounting adjustments and expected cost savings related to the
merger were provided by or reviewed with senior managements of Glacier and SJ
Bancorp and such senior managements confirmed to Sandler O'Neill that those
projections reflected to best currently available estimates and judgments of
such senior managements. Sandler O'Neill assumed that the financial performances
reflected in all projections and estimates used by it in its analyses would be
achieved. Sandler O'Neill expressed no opinion as to such projections or
estimates or the assumptions on which they were based. Sandler O'Neill also
assumed that there has been no material change in the assets, financial
condition, results of operations, business or


                                       27



prospects of SJ Bancorp or Glacier since the date of the last financial
statements made available to them and that SJ Bancorp and Glacier will remain as
going concerns for all periods relevant to the analyses.

     With respect to the merger agreement, Sandler O'Neill assumed that all of
the representations and warranties contained in the merger agreement and all
related agreements are true and correct, that each party to such agreements will
perform all of the covenants required to be performed by such party under the
agreements, that the conditions precedent in the merger agreement are not waived
and that the merger will qualify as a tax-free reorganization for federal income
tax purposes and Sandler O'Nieill renders no opinion and make no statement
herein as to the tax liabilities of individual shareholders. Sandler O'Neill's
opinion was approved by Sandler O'Neill's fairness opinion committee. Sandler
O'Neill did not express any opinion as to the fairness of the amount or nature
of the compensation to be received in the merger by SJ Bancorp's officers,
directors, or employees, or class of such persons, relative to the compensation
to be received in the merger by any other shareholders of SJ Bancorp. Finally,
with SJ Bancorp's consent, Sandler O'Neill relied upon the advice received from
SJ Bancorp's legal, accounting and tax advisors as to all legal, accounting and
tax matters relating to the merger agreement and the other transactions
contemplated by the agreement.

     Sandler O'Neill's opinion was necessarily based upon financial, economic,
market and other conditions as they existed on, and could be evaluated as of,
the date of its opinion. Events occurring after the date of the opinion could
materially affect the opinion. Sandler O'Neill has not undertaken to update,
revise, reaffirm or withdraw its opinion or otherwise comment upon events
occurring after the date hereof. Sandler O'Neill expressed no opinion as to what
the value of Glacier's common stock will be when issued to SJ Bancorp's
shareholders pursuant to the agreement or the prices at which the common stock
of Glacier or SJ Bancorp may trade at any time.

     In rendering its August 19, 2008 opinion, Sandler O'Neill performed a
variety of financial analyses. The following is a summary of the material
analyses performed by Sandler O'Neill, but is not a complete description of all
the analyses underlying Sandler O'Neill's opinion. The summary includes
information presented in tabular format. IN ORDER TO FULLY UNDERSTAND THE
FINANCIAL ANALYSES, THESE TABLES MUST BE READ TOGETHER WITH THE ACCOMPANYING
TEXT. THE TABLES ALONE DO NOT CONSTITUTE A COMPLETE DESCRIPTION OF THE FINANCIAL
ANALYSES. The preparation of a fairness opinion is a complex process involving
subjective judgments as to the most appropriate and relevant methods of
financial analysis and the application of those methods to the particular
circumstances. The process, therefore, is not necessarily susceptible to a
partial analysis or summary description. Sandler O'Neill believes that its
analyses must be considered as a whole and that selecting portions of the
factors and analyses to be considered without considering all factors and
analyses, or attempting to ascribe relative weights to some or all such factors
and analyses, could create an incomplete view of the evaluation process
underlying its opinion. Also, no company included in Sandler O'Neill's
comparative analyses described below is identical to SJ Bancorp or Glacier and
no transaction is identical to the merger. Accordingly, an analysis of
comparable companies or transactions involves complex considerations and
judgments concerning differences in financial and operating characteristics of
the companies and other factors that could affect the public trading values or
merger transaction values, as the case may be, of SJ Bancorp and Glacier and the
companies to which they are being compared.

     In performing its analyses, Sandler O'Neill also made numerous assumptions
with respect to industry performance, business and economic conditions and
various other matters, many of which cannot be predicted and are beyond the
control of SJ Bancorp, Glacier and Sandler O'Neill. The analysis performed by
Sandler O'Neill is not necessarily indicative of actual values or future
results, both of which may be significantly more or less favorable than
suggested by such analyses. Sandler O'Neill prepared its analyses solely for
purposes of rendering its opinion and provided such analyses to SJ Bancorp's
board at the board's August 18, 2008 meeting. Estimates on the values of
companies do not purport to be appraisals or necessarily reflect the prices at
which companies or their securities may actually be sold. Such estimates are
inherently subject to uncertainty and actual values may be materially different.
Accordingly, Sandler O'Neill's analyses do not necessarily reflect the value of
the SJ Bancorp common stock or the prices at which SJ Bancorp common stock may
be sold at any time. The combined analysis of Sandler O'Neill and the opinions
provided by each were among a number of factors taken


                                       28



into consideration by SJ Bancorp's board in making its determination to adopt
the plan of merger contained in the merger agreement and the analyses described
below should not be viewed as determinative of the decision of SJ's board or
management with respect to the fairness of the merger.

     At the August 18, 2008 meeting of SJ Bancorp's board of directors, Sandler
O'Neill presented certain financial analyses of the merger. The summary below is
not a complete description of the analyses underlying the opinions of Sandler
O'Neill or the presentation made by Sandler O'Neill to SJ Bancorp's board, but
is instead a summary of the material analyses performed and presented in
connection with the opinion.

     In arriving at its opinion Sandler O'Neill did not attribute any particular
weight to any analysis or factor that it considered. Rather it made qualitative
judgments as to the significance and relevance of each analysis and factor. The
financial analyses summarized below include information presented in tabular
format. Sandler O'Neill did not form an opinion as to whether any individual
analysis or factor (positive or negative) considered in isolation supported or
failed to support their respective opinions; rather Sandler O'Neill made its
determination as to the fairness of the per share consideration on the basis of
its experience and professional judgment after considering the results of all
their analyses taken as a whole. Accordingly, Sandler O'Neill believes that the
analysis and the summary of the analysis must be considered as a whole and that
selecting portions of the analysis and factors or focusing on the information
presented below in tabular format, without considering all analyses and factors
or the full narrative description of the financial analyses, including
methodologies and assumptions underlying the analyses, could create a misleading
or incomplete view of the process underlying their analyses and opinions. The
tables alone do not constitute complete descriptions of the financial analyses
presented in such tables.

     SUMMARY OF PROPOSAL. Sandler O'Neill reviewed the financial terms of the
proposed transaction. Based upon: (i) a fixed pool of 640,000 shares to be
distributed to shareholders; (ii) an aggregate cash payment of $9.0 million; and
(iii) the exercise of all SJ Bancorp options prior to closing and the closing
price of Glacier's common stock on August 15, 2008 of $23.03 per share, Sandler
O'Neill calculated an implied transaction value of $47.49 per share, or an
aggregate transaction value of approximately $23.7 million. Based upon financial
information for SJ Bancorp as of and for the twelve month period ended June 30,
2008, Sandler O'Neill calculated the following transaction ratios:

                               TRANSACTION RATIOS


                                                
Transaction Value/Last Twelve Months' Net Income   12.7x
Transaction Value/Tangible Book Value               192%
Tangible Book Premium/ Core Deposits(1)            11.0%


----------
(1) Core deposits exclude time deposits with account balances greater than
$100,000. Tangible book premium/core deposits calculated by dividing the excess
of the aggregate transaction value over tangible book value by core deposits.

     The aggregate transaction value was approximately $23.7 million, based upon
the offer price per share of $47.59, 492,902 SJ Bancorp common shares
outstanding and 7,000 in-the-money stock options of SJ Bancorp common stock at a
weighted-average exercise price of $13.79.

     COMPARABLE COMPANY ANALYSIS. Sandler O'Neill used publicly available
information to perform a comparison of selected financial and market trading
information for SJ Bancorp and two groups of financial institutions selected by
Sandler O'Neill: an Intermountain West regional peer group and a Construction
Lending peer group.

     The Intermountain West regional peer group consisted of the following
publicly traded commercial banks headquartered in Arizona, Colorado, Idaho,
Montana, New Mexico, Nevada, Utah, and Wyoming with total assets


                                       29



between $100 million and $1 billion:

     Bank Holdings                       Idaho Bancorp
     Idaho Independent Bank              CBOA Financial, Inc.
     State Bank Corp.                    Denver Bankshares, Inc.
     Syringa Bancorp                     Towne Bancorp, Inc.
     Great Basin Financial Corporation

     The analysis compared publicly available financial information for SJ
Bancorp and the median financial and market trading data for the SJ Bancorp peer
group as of and for the twelve months ended June 30, 2008. The table below sets
forth the data for SJ Bancorp as of and for the twelve months ended June 30,
2008 and the median data for the SJ Bancorp's peer group as of and for the
twelve months ended June 30, 2008 if available, otherwise as of and for the
twelve month period ended March 31, 2008, with pricing data as of August 15,
2008.

              INTERMOUNTAIN WEST REGIONAL COMPARABLE GROUP ANALYSIS



                                                             INTERMOUNTAIN WEST REGIONAL
                                                                   COMPARABLE GROUP
                                                SJ BANCORP          MEDIAN RESULT
                                                ----------   ---------------------------
                                                       
Total Assets (in millions)                        $ 145                $  282
Tangible Equity / Tangible Assets                  8.45%                10.11%
NPAs / Assets                                      0.01%                 1.38%
LLR / Loans                                        0.61%                 1.38%
Texas Ratio                                         0.1%                 15.3%
C&D / Loans                                        40.7%                 28.2%
Return on Average Assets                           1.38%                 0.51%
Return on Average Equity                           17.6%                  7.8%
Net Interest Margin                                5.36%                 4.46%
Efficiency Ratio                                     57%                   70%
Market Capitalization (in millions)                  NA                $   25
Price / Tangible Book Value                          NA                   105%
Price / Last Twelve Months Earnings per Share        NA                  15.7x


     The Construction Lending peer group consisted of the following publicly
traded commercial banks headquartered nationwide with total assets between $100
million and $500 million and loan portfolios consisting of more than 35%
construction and development (C&D) loans:

     Cape Fear Bank Corporation             First Commerce Community Bankshares,
                                               Inc.
     Coastal Banking Company, Inc.          Cherokee Banking Company
     Columbia Commercial Bancorp            USA Bank
     CommunitySouth Financial Corporation   Cornerstone Bancorp
     Park Sterling Bank                     Silver Falls Bank

     The analysis compared publicly available financial information for SJ
Bancorp and the median financial and market trading data for the SJ Bancorp peer
group as of and for the twelve months ended June 30, 2008. The table below sets
forth the data for SJ Bancorp as of and for the twelve months ended June 30,
2008 and the median data for the SJ Bancorp's peer group as of and for the
twelve months ended June 30, 2008 if available, otherwise as of and for the
twelve month period ended March 31, 2008, with pricing data as of August 15,
2008.


                                       30



                 CONSTRUCTION LENDING COMPARABLE GROUP ANALYSIS



                                                             CONSTRUCTION LENDING
                                                               COMPARABLE GROUP
                                                SJ BANCORP       MEDIAN RESULT
                                                ----------   --------------------
                                                       
Total Assets (in millions)                        $ 145             $ 288
Tangible Equity / Tangible Assets                  8.45%             8.33%
NPAs / Assets                                      0.01%             1.69%
LLR / Loans                                        0.61%             1.32%
Texas Ratio                                         0.1%             23.6%
C&D / Loans                                        40.7%             42.8%
Return on Average Assets                           1.38%             0.50%
Return on Average Equity                           17.6%              5.2%
Net Interest Margin                                5.36%             3.72%
Efficiency Ratio                                     57%               74%
Market Capitalization (in millions)                  NA             $  20
Price / Tangible Book Value                          NA                81%
Price / Last Twelve Months Earnings per Share        NA              10.1x


     Sandler O'Neill used publicly available information to compare selected
financial and market trading information for Glacier and a 2 groups of financial
institutions selected by Sandler O'Neill: a regional peer group and a
High-Performing peer group.

     Glacier's Regional peer group consisted of the following publicly traded
commercial banks headquartered in Arizona, Washington, Oregon, California,
Nevada, Colorado, Montana, Idaho, Utah, New Mexico with total assets between
$2.5 billion and $10.0 billion:

     Umpqua Holdings Corporation       Frontier Financial Corporation
     Pacific Capital Bancorp           Hanmi Financial Corporation
     SVB Financial Group               First State Bancorporation
     CVB Financial Corp.               Columbia Banking System, Inc.
     Western Alliance Bancorporation   West Coast Bancorp
     Banner Corporation                Nara Bancorp, Inc.
     PacWest Bancorp                   CoBiz Financial Inc.
     Westamerica Bancorporation

     The analysis compared publicly available financial and market trading
information for Glacier and the median data for Glacier peer group as of and for
the twelve months ended June 30, 2008. The table below sets forth the data for
Glacier and the median data for the Glacier peer group as of and for the twelve
months ended June 30, 2008, with pricing data as of August 15, 2008.

                       REGIONAL COMPARABLE GROUP ANALYSIS



                                                          REGIONAL COMPARABLE GROUP
                                                GLACIER         MEDIAN RESULT
                                                -------   -------------------------
                                                    
Total Assets (in millions)                      $5,028             $4,189
Tangible Equity / Tangible Assets                 8.14%              6.71%
NPAs / Assets                                     0.52%              1.35%
LLR / Loans                                       1.59%              1.52%
Texas Ratio                                        4.3%              13.5%
C&D / Loans                                       28.6%              17.1%
Return on Average Assets                          1.49%              0.73%
Return on Average Tangible Equity                 13.6%               8.8%
Net Interest Margin                               4.59%              4.29%
Efficiency Ratio                                    52%                56%
Market Capitalization (in millions)             $1,243             $  480
Price / Tangible Book Value                        313%               140%
Price / Last Twelve Months Earnings per Share     17.3x              15.3x
Price / Estimated 2008 Earnings per Share(1)      16.8x              16.1x
Price / Estimated 2009 Earnings per Share(1)      15.2x              12.4x


----------
(1) Based on Thomson First Call consensus estimates outstanding


                                       31



     Glacier's High-Performing peer group consisted of the following publicly
traded commercial banks listed on NYSE or NASDAQ with assets between $2.5 and
10.0 billion and ROAE greater than 12.5% and NPAs less than 1%:

     Old National Bancorp      Westamerica Bancorporation
     SVB Financial Group       BancFirst Corporation
     CVB Financial Corp.       First Financial Bankshares, Inc.
     Hancock Holding Company   Bank of the Ozarks, Inc.
     NBT Bancorp Inc.          Republic Bancorp, Inc.
     S&T Bancorp, Inc.         Washington Trust Bancorp, Inc.

     The analysis compared publicly available financial and market trading
information for Glacier and the median data for Glacier peer group as of and for
the twelve months ended June 30, 2008. The table below sets forth the data for
Glacier and the median data for the Glacier peer group as of and for the twelve
months ended June 30, 2008, with pricing data as of August 15, 2008.

                    HIGH-PERFORMING COMPARABLE GROUP ANALYSIS



                                                           HIGH-PERFORMING
                                                          COMPARABLE GROUP
                                                GLACIER     MEDIAN RESULT
                                                -------   ----------------
                                                    
Total Assets (in millions)                      $5,028        $4,271
Tangible Equity / Tangible Assets                 8.14%         6.71%
NPAs/Assets                                       0.52%         0.36%
LLR/Loans                                         1.59%         1.30%
Texas Ratio                                        4.3%          3.7%
C&D/Loans                                         28.6%          7.5%
Return on Average Assets                          1.49%         1.24%
Return on Average Equity                          13.6%         15.0%
Net Interest Margin                               4.59%         3.93%
Efficiency Ratio                                    52%           55%
Market Capitalization (in millions)             $1,243        $  983
Price / Tangible Book Value                        313%          269%
Price / Last Twelve Months Earnings per Share     17.3x         15.7x
Price / Estimated 2008 Earnings per Share(1)      16.8x         16.0x
Price / Estimated 2009 Earnings per Share(1)      15.2x         15.4x


----------
(1) Based on Thomson First Call consensus estimates outstanding

     STOCK TRADING HISTORY. Sandler O'Neill reviewed the history of the reported
trading prices and volume of Glacier common stock for the one-year and
three-year period ended August 15, 2008. Sandler O'Neill then compared the
relationship between the movements in the price of Glacier common stock against
the movements in the prices of the Standard & Poor's 500 Index, the NASDAQ Bank
Index, the Standard & Poor's Bank Index and the median performance of the
High-Performing peer group - a weighted average (by market capitalization)
composite of publicly traded comparable depository institutions selected by
Sandler O'Neill. The composition of the peer group for Glacier is discussed
under the relevant section under "Comparable Group Analysis" above.

     During the one-year period ended August 15, 2008, Glacier common stock
outperformed NASDAQ Bank Index, S&P 500 Index and S&P Bank Index but
underperformed when compared to the composite peer group. During the three-year
period ended August 15, 2008, Glacier common stock outperformed when compared to
the


                                       32



High-Performing composite peer group, S&P Bank Index, NASDAQ Bank Index and S&P
500 index.

                      GLACIER'S ONE-YEAR STOCK PERFORMANCE



                         BEGINNING INDEX VALUE   ENDING INDEX VALUE
                            AUGUST 15, 2007        AUGUST 15, 2008
                         ---------------------   ------------------
                                           
Glacier                          100.0%                111.3%
Selected Peer Group(1)           100.0                 120.0
NASDAQ Bank Index                100.0                  82.3
S&P Bank Index                   100.0                  65.2
S&P 500 Index                    100.0                  91.9


(1)  Refers to the peer group outlined in the Comparable Group Analysis section
     above.

                     GLACIER'S THREE-YEAR STOCK PERFORMANCE



                         BEGINNING INDEX VALUE   ENDING INDEX VALUE
                            AUGUST 15, 2005        AUGUST 15, 2008
                         ---------------------   ------------------
                                           
Glacier                          100.0%                112.7%
Selected Peer Group(1)           100.0                 102.4
NASDAQ Bank Index                100.0                  73.9
S&P Bank Index                   100.0                  61.7
S&P 500 Index                    100.0                 104.2


(1)  Refers to the High-Performing peer group outlined in the Comparable Group
     Analysis section above.

     ANALYSIS OF SELECTED MERGER TRANSACTIONS. Sandler O'Neill reviewed 25
merger transactions announced nationwide from January 1, 2008 through August 15,
2008 involving community banks as acquired institutions with announced
transaction values between $10 million and $50 million. Sandler O'Neill reviewed
the following multiples: transaction price at announcement to last twelve
months' net income, transaction value to tangible book value, tangible book
premium to core deposits and premium to market price and then computed high,
low, mean, median multiples and premiums for the transactions. The median
multiples were applied to SJ Bancorp's financial information as of and for the
twelve months ended June 30, 2008. As illustrated in the following tables,
Sandler O'Neill derived an imputed range of values for a share of SJ Bancorp
common stock of $43.45 to $100.96 based upon the median multiples for the
Nationwide transactions. The implied transaction value of the merger as
calculated by Sandler O'Neill was $47.49 per share.

                              TRANSACTION MULTIPLES



                                                        NATIONWIDE 2008
                                                           DEALS (1)
                                                  ------------------------
                                                      Median
                                                  Multiple Value   Implied
                                                  --------------   -------
                                                             
Price per Share / Last twelve months Net Income        26.9x       $100.96
Price per Share / Book Value                            175%       $ 43.45
Price per Share / Tangible Book Value                   180%       $ 44.57
Core Deposit Premium(2)                                 9.7%       $ 45.41


(1)  Nationwide commercial bank deals announced since Jan. 1, 2008 with deal
     values between $10 and $50 million

(2)  Core deposits are defined as total deposits less time deposits over
     $100,000. The core deposit premium is calculated by taking transaction
     value, less tangible book value, divided by core deposits

     NET PRESENT VALUE ANALYSIS. Sandler O'Neill performed an analysis that
estimated the net present value


                                       33



per share of SJ Bancorp common stock under various circumstances. In the
analysis, Sandler O'Neill assumed SJ Bancorp performed in accordance with the
2008 net income projection and estimated growth rate for the years ended
December 31, 2009 through 2012 provided by SJ Bancorp management. To approximate
the terminal value of SJ Bancorp common stock at December 31, 2012, Sandler
O'Neill applied price to last twelve months earnings multiples of 8.0x to 18.0x
and multiples of tangible book value ranging from 50% to 175%. The terminal
values were then discounted to present values using different discount rates
ranging from 12.0% to 16.0% chosen to reflect different assumptions regarding
required rates of return of holders or prospective buyers of SJ Bancorp's common
stock. In addition, the net present value of SJ Bancorp common stock at December
31, 2012 was calculated using the same range of price to last twelve months
earnings multiples (8.0x - 18.0x) applied to a range of discounts and premiums
to budget projections. The range applied to the budgeted net income was 25%
under budget to 25% over budget, using a discount rate of 14.08% for the
analysis.

     As illustrated in the following tables, the analysis indicated an imputed
range of values per share for SJ Bancorp common stock of $24.21 to $58.62 when
applying the price/earnings multiples to the matched budget, $13.30 to $44.38
when applying multiples of tangible book value to the matched budget, and $20.39
to $66.69 when applying the price/earnings multiples to the -25% / +25% budget
range.

     EARNINGS PER SHARE MULTIPLES



DISCOUNT RATE      8.0X    10.0X    12.0X    14.0X    16.0X    18.0X
---------------   ------   ------   ------   ------   ------   ------
                                             
12.00%            $28.14   $34.24   $40.33   $46.43   $52.53   $58.62
13.00%            $27.09   $32.95   $38.80   $44.66   $50.52   $56.37
14.00%            $26.08   $31.71   $37.34   $42.97   $48.60   $54.23
15.00%            $25.13   $30.54   $35.95   $41.36   $46.77   $52.19
16.00%            $24.21   $29.42   $34.62   $39.83   $45.03   $50.24


     EARNINGS PER SHARE MULTIPLES



BUDGET VARIANCE   8.0X     10.0X    12.0X    14.0X    16.0X    18.0X
---------------   ------   ------   ------   ------   ------   ------
                                             
(25.0%)           $20.39   $24.60   $28.81   $33.02   $37.23   $41.44
(20.0%)           $21.52   $26.01   $30.49   $34.98   $39.47   $43.96
(15.0%)           $22.64   $27.41   $32.18   $36.95   $41.72   $46.49
(10.0%)           $23.76   $28.81   $33.86   $38.91   $43.96   $49.01
(5.0%)            $24.88   $30.21   $35.55   $40.88   $46.21   $51.54
 0.0%             $26.01   $31.62   $37.23   $42.84   $48.45   $54.06
 5.0%             $27.13   $33.02   $38.91   $44.80   $50.70   $56.59
 10.0%            $28.25   $34.42   $40.60   $46.77   $52.94   $59.11
 15.0%            $29.37   $35.83   $42.28   $48.73   $55.19   $61.64
 20.0%            $30.49   $37.23   $43.96   $50.70   $57.43   $64.16
 25.0%            $31.62   $38.63   $45.65   $52.66   $59.68   $66.69


     TANGIBLE BOOK VALUE PER SHARE MULTIPLES



DISCOUNT RATE       50%      75%     100%     125%     150%     175%
---------------   ------   ------   ------   ------   ------   ------
                                             
12.50%            $15.37   $21.17   $26.97   $32.78   $38.58   $44.38
13.00%            $14.81   $20.39   $25.97   $31.54   $37.12   $42.69
14.00%            $14.28   $19.64   $25.00   $30.36   $35.72   $41.08
15.00%            $13.78   $18.93   $24.09   $29.24   $34.39   $39.55
16.00%            $13.30   $18.26   $23.21   $28.17   $33.12   $38.08



                                       34



     Sandler O'Neill also performed an analysis that estimated the net present
value per share of Glacier common stock under various circumstances. In the
analysis Sandler O'Neill assumed Glacier performed in accordance with the
publicly available consensus earnings estimates for 2008 and 2009 and estimated
growth rate for the years ended December 31, 2010 through 2012 provided by
Glacier management. To approximate the terminal value of Glacier common stock at
December 31, 2012, Sandler O'Neill applied price to last twelve months earnings
multiples of 12.0x to 20.0x and multiples of tangible book value ranging from
150% to 350%. The terminal values were then discounted to present values using
different discount rates ranging from 9.00% to 15.00% chosen to reflect
different assumptions regarding required rates of return of holders or
prospective buyers of Glacier common stock. In addition, the net present value
of Glacier common stock at December 31, 2012 was calculated using the same range
of price to last twelve months earnings multiples (12.0x - 20.0x) applied to a
range of underperformance and outperformance to budget projections. The range
applied to the budgeted net income was 25% under budget to 25% over budget,
using a discount rate of 12.94% for the analysis.

     As illustrated in the following tables, the analysis indicated an imputed
range of values per share for Glacier common stock of $14.95 to $29.69 when
applying the price/earnings multiples to the matched budget, $11.68 to $30.90
when applying multiples of tangible book value to the matched budget, and $12.65
to $31.25 when applying the price/earnings multiples to the -25% / +25% budget
range.

     EARNINGS PER SHARE MULTIPLES



DISCOUNT RATE     12.0X    14.0X    16.0X    18.0X    20.0X
---------------   ------   ------   ------   ------   ------
                                       
9.00%             $18.78   $21.51   $24.23   $26.96   $29.69
10.00%            $18.06   $20.68   $23.30   $25.91   $28.53
11.00%            $17.38   $19.89   $22.40   $24.92   $27.43
12.00%            $16.72   $19.14   $21.55   $23.97   $26.38
13.00%            $16.10   $18.42   $20.74   $23.06   $25.38
14.00%            $15.51   $17.74   $19.97   $22.20   $24.43
15.00%            $14.95   $17.09   $19.23   $21.38   $23.52


     EARNINGS PER SHARE MULTIPLES



BUDGET VARIANCE   12.0X    14.0X    16.0X    18.0X    20.0X
---------------   ------   ------   ------   ------   ------
                                       
(25.0%)           $12.65   $14.40   $16.14   $17.88   $19.63
(20.0%)           $13.35   $15.21   $17.07   $18.93   $20.79
(15.0%)           $14.05   $16.02   $18.00   $19.98   $21.95
(10.0%)           $14.75   $16.84   $18.93   $21.02   $23.12
 (5.0%)           $15.44   $17.65   $19.86   $22.07   $24.28
  0.0%            $16.14   $18.47   $20.79   $23.12   $25.44
  5.0%            $16.84   $19.28   $21.72   $24.16   $26.60
 10.0%            $17.54   $20.09   $22.65   $25.21   $27.77
 15.0%            $18.23   $20.91   $23.58   $26.25   $28.93
 20.0%            $18.93   $21.72   $24.51   $27.30   $30.09
 25.0%            $19.63   $22.53   $25.44   $28.35   $31.25



     TANGIBLE BOOK VALUE PER SHARE MULTIPLES



DISCOUNT RATE      150%     200%     250%     300%     350%
---------------   ------   ------   ------   ------   ------
                                       
 9.00%            $14.62   $18.69   $22.76   $26.83   $30.90
10.00%            $14.07   $17.97   $21.88   $25.79   $29.69
11.00%            $13.54   $17.29   $21.04   $24.79   $28.54
12.00%            $13.04   $16.65   $20.25   $23.85   $27.45
13.00%            $12.57   $16.03   $19.49   $22.95   $26.41
14.00%            $12.11   $15.44   $18.77   $22.09   $25.42
15.00%            $11.68   $14.88   $18.08   $21.27   $24.47



                                       35



     In connection with its analyses, Sandler O'Neill considered and discussed
with the SJ Bancorp board how the present value analyses would be affected by
changes in the underlying assumptions, including variations with respect to net
income. Sandler O'Neill noted that the terminal value analysis is a widely used
valuation methodology, but the results of such methodology are highly dependent
upon the numerous assumptions that must be made, and the results thereof are not
necessarily indicative of actual values or future results

     PRO FORMA MERGER ANALYSIS. Sandler O'Neill analyzed certain potential pro
forma effects of the merger, assuming the following: (1) the merger closes in
the 4th quarter of 2008; (2) the deal value per share is equal to a $47.49 per
SJ Bancorp share; (3) all options for SJ Bancorp common stock will be exercised
prior to close and any unexercised options will be cancelled; (4) SJ Bancorp
performs in accordance with an estimated earnings per share growth rate for the
year ending December 31, 2008 as discussed with senior management of SJ Bancorp
and an estimated growth rate for the years ended December 31, 2009 through 2012
as discussed with senior management of SJ Bancorp; and (5) Glacier performs in
accordance with the publicly available consensus earnings estimates for 2008 and
2009 and estimated growth rate for the years ended December 31, 2010 through
2012 provided by Glacier management. The analyses indicated that for the year
ending December 31, 2009, the merger would be accretive to Glacier's projected
earnings per share and, at December 31, 2008 the merger would be dilutive to
Glacier's tangible book value per share. The actual results achieved by the
combined company may vary from projected results and the variations may be
material

     MISCELLANEOUS. SJ Bancorp has agreed to pay Sandler O'Neill a transaction
fee in connection with the merger of approximately $355,000, of which $100,000
became due when Sandler O'Neill rendered its opinion, and the balance of which
is contingent, and payable, upon closing of the merger. SJ Bancorp has also
agreed to reimburse certain of Sandler O'Neill reasonable out-of-pocket expenses
incurred in connection with its engagement and to indemnify Sandler O'Neill and
its affiliates and their respective partners, directors, officers, employees,
agents, and controlling persons against certain expenses and liabilities,
including liabilities under the securities laws.

     In the ordinary course of its respective broker and dealer businesses,
Sandler O'Neill may purchase securities from and sell securities to SJ Bancorp
and Glacier and their affiliates. Sandler O'Neill may also actively trade the
debt and/or equity securities of SJ and Glacier or their affiliates for its own
accounts and for the accounts of their customers and, accordingly, may at any
time hold a long or short position in such securities.

RECOMMENDATION OF THE SJ BANCORP BOARD

     The board of directors of SJ Bancorp has concluded that the proposed merger
as described in the merger agreement is in the best interest of SJ Bancorp and
its shareholders. AFTER CAREFULLY CONSIDERING THE PROPOSED MERGER, THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF SJ BANCORP VOTE "FOR"
THE APPROVAL OF THE MERGER AGREEMENT.

                                   THE MERGER

     The following is a brief description of the material aspects of the merger.
There are other aspects of the merger that are not discussed below but that are
contained in the merger agreement. You are being asked to approve the merger in
accordance with the terms of the merger agreement, and you are urged to read the
merger agreement carefully. The merger agreement is attached to this proxy
statement/prospectus as APPENDIX A.


                                       36



BASIC TERMS OF THE MERGER

     The merger agreement provides for the merger of SJ Bancorp with and into
Glacier. Following the merger, SJ Bank will operate as a wholly owned subsidiary
of Glacier.

     In the merger, SJ Bancorp shareholders will receive a combination of
Glacier common stock and cash for their SJ Bancorp common stock, as described
below.

     While Glacier and SJ Bancorp believe that they will receive the necessary
regulatory approvals for the merger, there can be no assurance that such
approvals will be received or, if received, as to the timing of such approvals
or as to the ability to obtain such approvals on satisfactory terms. See
"--Conditions to the Merger" and "--Regulatory Requirements."

MERGER CONSIDERATION

     The merger agreement provides that as of the effective date of the merger,
each share of SJ Bancorp common stock will be converted into the right to
receive an amount of merger consideration consisting of a combination of Glacier
common stock and cash, as described below.

     The total merger consideration consists of a stock portion and a cash
portion, which will be determined in the following manner:

     Stock Portion of Merger Consideration

     The total stock consideration payable by Glacier is fixed at 640,000 shares
of Glacier common stock.

     Cash Portion of Merger Consideration

     The total cash consideration payable by Glacier is $9,000,000. This amount
is subject to reduction, on a dollar for dollar basis, by the amount by which
the "SJ Bancorp Closing Capital" is less than $11,350,000.

     The "SJ Bancorp Closing Capital" is defined in the merger agreement as an
amount, as of the closing date of the merger, equal to SJ Bancorp's capital
stock, surplus and retained earnings determined in accordance with generally
accepted accounting principles ("GAAP"), after giving effect to:

     -    the payment of all SJ Bancorp "Transaction Fees" (as defined in the
          merger agreement);

     -    the payment due to Mr. John Stolfa under an Incentive Bonus Agreement
          dated August 21, 2007;

     -    the impact of an increase in the SJ Bancorp allowance for possible
          loan and lease losses to $2,050,000 as provided for in the merger
          agreement; and

     -    adjustments, calculated in accordance with GAAP, for accumulated other
          comprehensive income or loss as reported on SJ Bancorp's balance
          sheet.

     The value of the consideration (in a combination of Glacier stock and cash)
that an SJ Bancorp shareholder will receive for each share of SJ Bancorp common
stock is the sum of (i) the per-share cash consideration and (ii) the per-share
stock consideration, referred to collectively in the merger agreement as the
"merger consideration." The per-share cash consideration is the amount obtained
by dividing the $9,000,000 total cash consideration (reduced for any SJ Bancorp
Closing Capital adjustment) by the number of shares of SJ Bancorp common stock
outstanding on the effective date of the merger. The per-share stock
consideration is the


                                       37



number of Glacier shares determined by dividing 640,000 by the number of shares
of SJ Bancorp common stock outstanding on the effective date of the merger.

     Assuming for purposes of illustration only that (i) there is no reduction
of the cash portion of the merger consideration, (ii) all SJ Bancorp stock
options are exercised prior to the closing of the merger, and (iii) the Glacier
common stock is valued at $24.25 (the closing price for Glacier common stock on
September 23, 2008), each share of SJ Bancorp common stock would receive a value
equal to $49.05, consisting of $18.004 in cash and 1.2803 shares of Glacier
common stock. This value does not include any distributions that may be made to
shareholders prior to the closing of the merger if the SJ Bancorp Closing
Capital exceeds $11,350,000.

POSSIBLE PAYMENT OF DIVIDEND

     As described immediately above, if the SJ Bancorp Closing Capital is less
than $11,350,000, the cash portion of the merger consideration payable by
Glacier will be reduced by a corresponding amount. The merger agreement provides
that if the SJ Bancorp Closing Capital exceeds $11,350,000, SJ Bancorp may,
effective immediately prior to the closing of the merger, declare and pay a
dividend to its shareholders in the amount of such excess.

FRACTIONAL SHARES

     No fractional shares of Glacier common stock will be issued to any holder
of SJ Bancorp common stock in the merger. For each fractional share that would
otherwise be issued, Glacier will pay cash in an amount equal to the fraction
multiplied by the "Glacier Average Closing Price" calculated as provided in the
merger agreement. No interest will be paid or accrued on cash payable in lieu of
fractional shares of Glacier common stock.

EFFECTIVE DATE OF THE MERGER

     Subject to the conditions to the obligations of the parties to complete the
merger as set forth in the merger agreement, the effective date of the merger
will occur as soon as practicable after such conditions have been satisfied or
waived. Subject to the foregoing, it is currently anticipated that the merger
will be consummated during the fourth quarter of 2008. Either Glacier or SJ
Bancorp may terminate the merger agreement if the effective date does not occur
on or before February 28, 2009.

LETTER OF TRANSMITTAL

     Prior to the closing of the merger, Glacier's exchange agent will send a
letter of transmittal to each person who was an SJ Bancorp shareholder at the
effective time of the merger. This mailing will contain instructions on how to
surrender shares of SJ Bancorp common stock in exchange for the merger
consideration that the holder is entitled to receive under the merger agreement.

     All shares of Glacier common stock issued to the holders of SJ Bancorp
common stock pursuant to the merger will be deemed issued as of the effective
date. Until you surrender your SJ Bancorp stock certificates for exchange, you
will accrue, but will not be paid, any dividends or other distributions declared
after the effective date of the merger with respect to Glacier common stock into
which your shares have been converted. When you surrender your certificates,
Glacier will pay any unpaid dividends or other distributions, as well as any
merger consideration payable in cash, without interest. After the effective time
of the merger, there will be no transfers on the stock transfer books of SJ
Bancorp of any shares of SJ Bancorp common stock. If certificates representing
shares of SJ Bancorp common stock are presented for transfer after the
completion of the merger, they will be cancelled and exchanged for the merger
consideration into which the shares of SJ Bancorp common stock represented by
those certificates shall have been converted.


                                       38



     If a certificate for SJ Bancorp common stock has been lost, stolen or
destroyed, the exchange agent will issue the consideration properly payable
under the merger agreement upon receipt of appropriate evidence as to that loss,
theft or destruction, appropriate evidence as to the ownership of that
certificate by the claimant, and reasonable assurances, such as a bond or
indemnity, satisfactory to Glacier in consultation with SJ Bancorp, and
appropriate and customary identification.

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

     The following is a discussion of the material federal income tax
consequences of the merger that are generally applicable to holders of SJ
Bancorp common stock who are citizens of, reside in or are organized under the
laws of the United States. This discussion is based on currently existing
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
existing regulations thereunder (including final, temporary or proposed
regulations) and current administrative rulings and court decisions, all of
which are subject to change. Any such change, which may or may not be
retroactive, could alter the tax consequences described herein. The following
discussion is intended only as a general summary of the material federal income
tax consequences of the merger and is not a complete analysis or listing of all
potential tax effects relevant to a decision on whether to vote in favor of
approval of the merger agreement.

     This discussion assumes that the SJ Bancorp shareholders hold their shares
of SJ Bancorp common stock as a capital asset within the meaning of section 1221
of the Code. Further, the discussion does not address all aspects of federal
income taxation that may be relevant to SJ Bancorp shareholders in light of
their particular circumstances or that may be applicable to them if they are
subject to special treatment under the Code, including, without limitation,
shareholders who are subject to such special treatment because they are:

     -    financial institutions, mutual funds, dealers in securities or
          insurance companies;

     -    tax-exempt organizations;

     -    S corporations or other pass-through entities;

     -    non-United States persons;

     -    SJ Bancorp shareholders whose shares are qualified small business
          stock for purposes of section 1202 of the Code or who may be subject
          to the alternative minimum tax provisions of the Code; or

     -    SJ Bancorp shareholders who received their SJ Bancorp common stock
          through the exercise of employee stock options or otherwise as
          compensation or through a tax-qualified retirement plan.

     Consummation of the merger is conditioned upon the receipt by SJ Bancorp
and Glacier of the opinion of Graham & Dunn PC, counsel to Glacier,
substantially to the effect that, on the basis of facts, representations and
assumptions set forth or referred to in the opinion, which are consistent with
the state of facts existing as of the date of such opinion, the merger will be
treated for United States federal income tax purposes as a reorganization within
the meaning of section 368(a) of the Code. The tax opinions to be delivered in
connection with the merger are not binding on the Internal Revenue Service
("IRS") or the courts, and neither SJ Bancorp nor Glacier intends to request a
ruling from the IRS with respect to the United States federal income tax
consequences of the merger.

     If upon the consummation of the merger a holder exchanges all of his, hers
or its shares of SJ Bancorp common stock for a combination of Glacier common
stock and cash, the holder will generally recognize gain (but not loss) in an
amount equal to the lesser of (1) the amount of gain realized (i.e., the excess
of the sum of the amount of cash (excluding any cash received in lieu of
fractional shares) and the fair market value of the Glacier common stock
(including any fractional shares deemed received and exchanged for cash)
received pursuant to the merger over the holder's adjusted tax basis in its
shares of SJ Bancorp common stock surrendered) or (2) the


                                       39



amount of cash (excluding any cash received in lieu of fractional shares)
received pursuant to the merger. For this purpose, gain or loss must be
calculated separately for each identifiable block of shares surrendered in the
exchange, and a loss realized on one block of shares may not be used to offset a
gain realized on another block of shares with a different holding period. Any
recognized gain will generally be long-term capital gain if the holder's holding
period with respect to the SJ Bancorp common stock surrendered is more than one
year. If, however, the cash received has the effect of the distribution of a
dividend, the gain would be treated as a dividend to the extent of the holder's
ratable share of accumulated earnings and profits as calculated for federal
income tax purposes. See "--Possible Treatment of Cash as a Dividend" below.

     The aggregate tax basis of Glacier common stock received by a holder that
exchanges his, hers or its shares of SJ Bancorp common stock for a combination
of Glacier common stock and cash pursuant to the merger (before reduction for
the basis in any fraction shares deemed received and exchanged for cash) will be
equal to the aggregate adjusted tax basis of the shares of SJ Bancorp common
stock surrendered for Glacier common stock and cash, reduced by the amount of
cash received by the holder pursuant to the merger (other than cash received in
lieu of a fractional share), and increased by the amount of gain (including any
portion of the gain that is treated as a dividend as described below), if any,
recognized by the holder on the exchange (other than gain recognized as a result
of cash received in lieu of a fractional share). The holding period of the
Glacier common stock will include the holding period of the shares of SJ Bancorp
common stock surrendered. If a holder has differing bases or holding periods in
respect of its shares of SJ Bancorp common stock, the holder should consult its
tax advisor prior to the exchange with regard to identifying the bases or
holding periods of the particular shares of Glacier common stock received in the
exchange.

     Possible Treatment of Cash as a Dividend. In general, the determination of
whether the gain recognized in the exchange will be treated as capital gain or
has the effect of a distribution of a dividend depends upon whether and to what
extent the exchange reduces the holder's deemed percentage stock ownership of
Glacier. For purposes of this determination, the holder is treated as if it
first exchanged all of his, hers or its shares of SJ Bancorp common stock solely
for Glacier common stock and Glacier then immediately redeemed (the "deemed
redemption") a portion of the Glacier common stock in exchange for the cash the
holder actually received. The gain recognized in the exchange followed by a
deemed redemption will be treated as capital gain if the deemed redemption is
(1) substantially disproportionate with respect to the holder, or (2) not
essentially equivalent to a dividend.

     The deemed redemption, generally, will be substantially disproportionate
with respect to a holder if the holder owns, actually and constructively, (i)
less than 50% of the total combined voting power of all classes of Glacier stock
entitled to vote and (ii) less than 80% of the percentage of Glacier stock the
holder actually and constructively owned before the deemed redemption. Whether
the deemed redemption is not essentially equivalent to a dividend with respect
to a holder will depend upon the particular circumstances of the holder. At a
minimum, however, in order for the deemed redemption to be not essentially
equivalent to a dividend, the deemed redemption must result in a meaningful
reduction in the holder's actual and constructive percentage stock ownership of
Glacier. In general, that determination requires a comparison of (1) the
percentage of the outstanding stock of Glacier the holder is deemed to actually
and constructively own immediately before the deemed redemption and (2) the
percentage of the outstanding stock of Glacier the holder actually and
constructively owns immediately after the deemed redemption. In determining
whether the deemed redemption is substantially disproportionate or not
essentially equivalent to a dividend, a holder is deemed to own stock actually
owned and, in some cases, constructively owned, by certain family members, by
certain estates and trusts of which the holder is a beneficiary, and by certain
affiliated entities. As these rules are complex, each holder that may be subject
to these rules should consult its tax advisor. The Internal Revenue Service has
ruled that a relatively minor reduction in the percentage stock ownership of a
minority shareholder in a publicly held corporation whose relative stock
interest is minimal and who exercises no control with respect to corporate
affairs is a meaningful reduction.


                                       40



     Cash Received in Lieu of a Fractional Share. Cash received by a holder of
SJ Bancorp common stock in lieu of a fractional share of Glacier common stock
generally will be treated as received in redemption of the fractional share, and
gain or loss generally will be recognized based on the difference between the
amount of cash received in lieu of the fractional share and the portion of the
holder's aggregate adjusted tax basis of the share of SJ Bancorp common stock
surrendered allocable to the fractional share. Such gain or loss generally will
be long-term capital gain or loss if the holding period for such shares of SJ
Bancorp common stock is more than one year.

     Dissenting Shareholders. Holders of SJ Bancorp common stock who dissent
with respect to the merger, as discussed in "Dissenters' Rights," and who
receive cash in respect of their shares of SJ Bancorp common stock, and who own
such shares as a capital asset and who do not actually or constructively own
shares of Glacier after the merger, will recognize gain or loss in an amount
equal to the difference between the amount of cash received in the exchange and
the holder's aggregate tax basis in his or her shares of SJ Bancorp common
stock. The gain or loss will be long-term capital gain or loss if the shares of
SJ Bancorp were held for more than one year.

     Backup Withholding. Non-corporate shareholders of SJ Bancorp may be subject
to information reporting and backup withholding on any cash payments they
receive. Shareholders will not be subject to backup withholding, however, if
they:

     -    furnish a correct taxpayer identification number and certify under
          penalty of perjury that they are not subject to backup withholding on
          the substitute Form W-9 or successor form included in the election
          form/letter of transmittal they will receive; or

     -    are otherwise exempt from backup withholding.

     Any amounts withheld under the backup withholding rules will be allowed as
a refund or credit against a shareholder's federal income tax liability,
provided he or she furnishes the required information to the IRS.

     Reporting Requirements. Shareholders who receive Glacier common stock as a
result of the merger will be required to retain records pertaining to the merger
and each shareholder will be required to file with such holder's federal income
tax return for the year in which the merger takes place a statement setting
forth certain facts relating to the merger. SJ Bancorp shareholders will be
responsible for the preparation of their own tax returns.

     Graham & Dunn PC has delivered an opinion to the foregoing effect to
Glacier and SJ Bancorp. The opinion has been filed as an exhibit to the
registration statement of which this proxy statement/prospectus is a part. The
foregoing is only a summary of the tax consequences of the merger as described
in the opinion. The opinion is based on assumptions and on representations made
by officers of Glacier and SJ Bancorp to Graham & Dunn PC, and contains
qualifications appropriate to the subject matter.

     An opinion of counsel only represents counsel's best legal judgment and has
no binding effect or official status of any kind. No assurance can be given that
contrary positions will not be taken by the Internal Revenue Service or a court
considering the issues. Neither SJ Bancorp nor Glacier has requested or will
request a ruling from the IRS with regard to the federal income tax consequences
of the merger.

     THE FOREGOING IS A GENERAL SUMMARY OF THE MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER TO SJ BANCORP SHAREHOLDERS, WITHOUT REGARD TO THE
PARTICULAR FACTS AND CIRCUMSTANCES OF EACH SHAREHOLDER'S TAX SITUATION AND
STATUS. IN ADDITION, THERE MAY BE RELEVANT STATE, LOCAL, FOREIGN OR OTHER TAX
CONSEQUENCES, NONE OF WHICH IS DESCRIBED ABOVE. BECAUSE CERTAIN TAX CONSEQUENCES
OF THE MERGER MAY VARY DEPENDING ON THE PARTICULAR CIRCUMSTANCES OF EACH
SHAREHOLDER, EACH SJ BANCORP SHAREHOLDER SHOULD CONSULT HIS, HERS OR ITS OWN TAX
ADVISOR REGARDING ITS SPECIFIC TAX SITUATION AND STATUS, INCLUDING THE SPECIFIC
APPLICATION OF STATE, LOCAL AND FOREIGN LAWS TO SUCH SHAREHOLDER AND THE
POSSIBLE EFFECT OF CHANGES IN FEDERAL AND OTHER TAX LAWS.


                                       41



SJ BANCORP STOCK OPTIONS

     The merger agreement provides that if any holder of a stock option granted
under the Bank of the San Juans 1998 Incentive Stock Option Plan ("SJ Option
Plan") exercises such option after the date of the merger agreement and before
the effective date of the merger, the SJ Bancorp shares issued upon exercise
will be entitled to receive merger consideration on the same terms as all other
outstanding SJ Bancorp shares. All unexercised stock options will be canceled on
the effective date of the merger in accordance with the SJ Option Plan.

VOTING AGREEMENT

     The directors of SJ Bancorp and their spouses have entered into a Voting
Agreement, dated as of August 19, 2008. In the Voting Agreement, each director
and his spouse agrees, among other things, to vote the shares of SJ Bancorp
common stock that he or she owns or controls in favor of the merger. The
directors who have entered into this Voting Agreement are entitled to vote a
total of 124,889 outstanding shares of SJ Bancorp common stock, which is 25.3%
of the total shares outstanding.

DISSENTERS' RIGHTS OF APPRAISAL

     Under provisions of Colorado law, SJ Bancorp shareholders have the right to
dissent from the merger and to receive payment in cash of the "fair value" of
their shares of SJ Bancorp common stock.

     FAILURE OF A SHAREHOLDER TO COMPLY STRICTLY WITH THE STATUTORY REQUIREMENTS
WILL RESULT IN LOSS OF HIS OR HER DISSENTER'S RIGHTS. No advice can be given as
to the ultimate value that an appraiser may place upon the shares held by those
who choose to dissent. Accordingly, we strongly encourage you to consult with a
knowledgeable professional advisor before exercising your dissenters' rights.

     SJ Bancorp shareholders electing to exercise dissenters' rights must comply
with the applicable provisions of Colorado law in order to perfect their rights.
The following is intended as a brief summary of the material provisions of the
procedures that an SJ Bancorp shareholder must follow in order to dissent from
the merger and perfect dissenters' rights. THIS SUMMARY, HOWEVER, IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO THE APPLICABLE PROVISIONS OF ARTICLE 113 OF THE
COLORADO BUSINESS CORPORATION ACT, THE FULL TEXT OF WHICH ARE SET FORTH IN
APPENDIX B TO THIS DOCUMENT.

     Shareholders of SJ Bancorp as of the record date may exercise dissenters'
rights as to all of the shares registered in such record holder's name in
connection with the merger by strictly complying with Article 113 of the
Colorado Business Corporation Act (the "CBCA"). Shareholders may exercise
dissenter's rights as to fewer than all of their shares only if the narrow
exceptions of Section 7-113-203 of the CBCA are applicable to them. By
perfecting dissenters' rights, you will be entitled to receive, if the merger is
consummated, the "fair value" of the shares of SJ Bancorp common stock that you
owned upon the effective time of the merger, plus accrued interest from the time
the merger is effectuated to the time payment is made. The following is a
summary of the statutory procedures that you must follow in the event you elect
to exercise your dissenters' rights under the CBCA. This summary is not complete
and is qualified in its entirety by reference to Article 113 of the CBCA, the
text of which is set forth in full in Appendix B to this proxy statement.

     How to exercise and perfect your right to dissent. In order to be eligible
to exercise your right to dissent to the merger and to receive, upon compliance
with the statutory requirements summarized below, the fair value of your shares
of SJ Bancorp common stock upon the effective time of the merger:

     -    You must, prior to the vote on the merger at the special meeting,
          provide SJ Bancorp with a written notice that states that you intend
          to exercise your right to dissent if the merger is consummated; and

     -    You must not vote your shares of SJ Bancorp common stock in favor of
          the merger agreement.


                                       42



     Any written notice of intent to exercise the right of dissent should be
signed and addressed as follows:

                      BANK OF THE SAN JUANS BANCORPORATION
                              144 East Eight Street
                                Durango, CO 83301
                           ATTN: Arthur C. Chase, Jr.

     A shareholder who executes and returns an unmarked proxy will have his or
her shares voted "FOR" the merger agreement and, as a consequence thereof, such
shareholder will be foreclosed from exercising rights as a dissenting
shareholder.

     Your demand for payment. If you comply with the two bulleted items
described above and the merger is completed, SJ Bancorp, as the surviving
corporation in the merger, will, within 10 days of the completion of the merger,
deliver or mail to all holders of SJ Bancorp common stock who satisfied the
foregoing requirements, a written notice containing all of the information
required by Colorado law. In order to preserve your rights as a dissenting
shareholder, you must deposit those share certificates representing the
dissenting shares together with your demand for payment pursuant to the
provisions set forth in Article 113 of the CBCA. The date upon which to base the
determination of the fair value of your shares of SJ Bancorp common stock will
be the date upon which the merger shall become effective. If you should fail to
strictly comply with all of the conditions set forth in this section for
asserting your rights as a dissenting shareholder, you will lose the right to
dissent and will be bound by the terms of the merger agreement.

     SJ Bancorp's action upon receipt of your demand for payment. SJ Bancorp
will pay you, if eligible and if you have properly exercised your rights as a
dissenting shareholder under Article 113 of the CBCA, SJ Bancorp's estimate of
the fair value of the shares, plus interest from the date of the merger to the
date that such payment is made. SJ Bancorp will also provide the information as
required by Article 113 of the CBCA, to you as the holder of record of the
dissenting shares.

     Payment of the fair value of your shares of SJ Bancorp common stock upon
agreement of an estimate. If you and SJ Bancorp agree on the fair value of your
shares of SJ Bancorp common stock, SJ Bancorp shall then proceed to pay the
amount of the fair value to you upon receipt of your duly endorsed share
certificates, plus accrued interest, as provided for under Article 113 of the
CBCA. Upon payment of the agreed fair value, you will cease to have any interest
to the merger consideration provided for in the merger agreement with respect to
such shares.

     Procedure if you are dissatisfied with SJ Bancorp's estimate. If you and SJ
Bancorp disagree on the fair value of your shares of SJ Bancorp common stock,
and you wish to demand payment of the fair value of your shares, or your
estimate of the fair value of your shares and the amount of interest due, you
must give notice in writing of such demand and such notice must be received by
SJ Bancorp within 30 days after SJ Bancorp made or offered payment to you as the
holder of record for the dissenting shares.

     Commencement of legal proceedings if a demand for payment remains
unsettled. If you have complied and properly exercised your rights under
Articles 113 of the CBCA, and believe that (i) the amount offered or paid is
less than the fair value of your shares or that the interest is incorrectly
calculated; (ii) we have failed to make payment within the 60 day deadline for
receiving payment demand; or (iii) we do not return the deposited share
certificates, then you may, within 60 days of the expiration of the 60 days
after the effective time of the merger, give written notice to SJ Bancorp of
your estimate of the fair value and the interest due, less any payment
previously made by SJ Bancorp or you may also reject our offer and demand
payment of the fair value of the shares and interest due. If your demand for
payment remains unresolved, then SJ Bancorp may, within 60 days receipt thereof,
commence a proceeding and petition the court to determine the fair value of your
shares and interest due. If we do not make such a timely request, we must pay
you the amount set forth on your demand for payment.


                                       43



     Federal income tax consequences. See " The Merger-Federal Income Tax
Consequences of the Merger," for a discussion on the federal income tax
consequences of the merger to you, if you should elect to dissent from the
merger.

     THE FAILURE OF A SHAREHOLDER TO COMPLY STRICTLY WITH THE APPLICABLE
REQUIREMENTS OF COLORADO LAW WILL RESULT IN A LOSS OF HIS OR HER DISSENTER'S
RIGHTS. A COPY OF THE RELEVANT STATUTORY PROVISIONS IS ATTACHED AS APPENDIX B.
YOU SHOULD REFER TO THIS APPENDIX FOR A COMPLETE STATEMENT CONCERNING
DISSENTERS' RIGHTS AND THE FOREGOING SUMMARY OF SUCH RIGHTS IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THAT APPENDIX.

CONDITIONS TO THE MERGER

     Consummation of the merger is subject to various conditions. No assurance
can be provided as to whether these conditions will be satisfied or waived by
the appropriate party. Accordingly, there can be no assurance that the merger
will be completed.

     Certain conditions must be satisfied or events must occur before the
parties will be obligated to complete the merger. Each party's obligations under
the merger agreement are conditioned on satisfaction by the other party of
conditions applicable to them. Some of these conditions, applicable to the
respective obligations of both Glacier and SJ Bancorp, are as follows:

     -    approval of the merger by SJ Bancorp shareholders;

     -    accuracy of the other party's representations in the merger agreement
          and any certificate or other instrument delivered in connection with
          the merger agreement;

     -    compliance by the other party of all material terms, covenants, and
          conditions of the merger agreement;

     -    that there shall have been no damage, destruction, or loss, or other
          event or sequence of events, that has had or potentially may have a
          material adverse effect with respect to the other party;

     -    that no action or proceeding has been commenced or threatened by any
          governmental agency to restrain or prohibit or invalidate the merger;

     -    the parties shall have agreed on the amount of the SJ Bancorp Closing
          Capital;

     -    Glacier's and SJ Bancorp's receipt of a tax opinion from Graham & Dunn
          PC; and

     -    the registration statement filed with the SEC, required to register
          the Glacier common stock to be issued to shareholders of SJ Bancorp,
          has become effective, and no stop-order suspending such effectiveness
          has been issued and no proceedings for that purpose have been
          initiated or threatened by the SEC.

     In addition to the above, the obligations of Glacier under the merger
agreement are subject to conditions that include the following:

     -    employment agreements between SJ Bank and Arthur C. Chase Jr. and John
          Stolfa shall have become effective;

     -    that in the opinion of the management of SJ Bancorp (and as evidenced
          by a certificate from SJ Bancorp to such effect), SJ Bancorp's
          allowance for loan and lease losses, as adjusted pursuant to the terms
          of the merger agreement, is adequate to absorb SJ Bancorp's
          anticipated loan losses;

     -    that the SJ Bancorp Closing Capital will not be less that $11,200,000
          at the closing of the merger; and


                                       44



     -    that the aggregate deposits of SJ Bancorp, excluding certificates of
          deposit (or equivalents) of $100,000 or more and brokered deposits, is
          not less than $90 million at the closing of the merger.

     Additionally, either Glacier or SJ Bancorp may terminate the merger if
certain conditions applicable to the other party are not satisfied or waived.
Those conditions are discussed below under "-Termination of the Merger
Agreement."

     Either Glacier or SJ Bancorp may waive any of the other party's conditions,
except those that are required by law (such as receipt of regulatory approvals
and SJ Bancorp shareholder approval). Either Glacier or SJ Bancorp may also
grant extended time to the other party to complete an obligation or condition.

AMENDMENT OF THE MERGER AGREEMENT

     The merger agreement may be amended upon authorization of the boards of
directors of the parties, whether before or after the SJ Bancorp special meeting
of the shareholders. To the extent permitted under applicable law, the parties
may make any amendment or supplement without further approval of SJ Bancorp
shareholders. However, after shareholder approval, any amendments that would
reduce the amount or change the form of consideration SJ Bancorp shareholders
will receive in the merger would require further SJ Bancorp shareholder
approval.

TERMINATION OF THE MERGER AGREEMENT

     The merger agreement contains several provisions entitling either Glacier
or SJ Bancorp to terminate the merger agreement under certain circumstances. The
following briefly describes these provisions:

     Lapse of Time. If the merger has not been consummated on or before February
28, 2009, then at any time after that date, the board of directors of either
Glacier or SJ Bancorp may terminate the merger agreement and the merger if (i)
the terminating party's board of directors decides to terminate by a majority
vote of all if its members, and (ii) the terminating party delivers to the other
party written notice that its board of directors has voted in favor of
termination.

     Mutual Consent. The parties may terminate the merger agreement at any time
before closing, whether before or after approval by SJ Bancorp shareholders, by
mutual consent. if the board of directors of each party agrees to terminate by a
majority vote of all of its members.

     No Regulatory Approvals. Either party may terminate the merger agreement if
the regulatory approvals required to be obtained are denied, or if any such
approval is conditioned on a substantial deviation from the transactions
contemplated by the merger agreement, subject to certain rights granted in the
merger agreement to appeal the denial of such regulatory approval.

     Breach of Representation or Covenant. Either party may terminate the merger
agreement (so long as the terminating party is not then in material breach of
any of its representations, warranties, covenants or agreements in the merger
agreement) if there has been a material breach of any covenants or agreements
set forth in the merger agreement by the other party, which is not cured within
30 days following written notice to the party committing such breach, or which
breach, by its nature, cannot be cured prior to the closing of the merger.

     Failure to Recommend or Obtain Shareholder Approval. Glacier may terminate
the merger agreement (so long as it is not then in material breach of any of its
representations, warranties, covenants or agreements in the merger agreement),
if (i) the SJ Bancorp board of directors fails to recommend to its shareholders
approval of the merger, or (ii) modifies, withdraws or changes in a manner
adverse to Glacier its recommendation to shareholders to approve the merger.
Additionally, regardless of whether the SJ Bancorp board of directors recommends
approval of the merger to its shareholders, Glacier may terminate the merger
agreement if SJ Bancorp shareholders elect not to approve the merger.


                                       45



     Impracticability. Either party may terminate the merger agreement upon
written notice to the other party if the board of directors of the party seeking
termination has determined in its sole judgment, made in good faith and after
due consideration and consultation with counsel, that the merger has become
inadvisable or impracticable by reason of actions taken by the federal
government or the government of the States of Montana or Colorado to restrain or
invalidate the merger or the merger agreement.

     Potential Dissenting Shares. Glacier may terminate the merger agreement if
holders of 10% or more of the outstanding shares of SJ Bancorp common stock are
proposed dissenting shares (as defined in the merger agreement).

     Superior Proposal --Termination by SJ Bancorp. SJ Bancorp may terminate the
merger agreement if its board of directors determines in good faith that SJ
Bancorp has received a "Superior Proposal" as defined in the merger agreement.
This right is subject to the requirement that SJ Bancorp may terminate the
merger agreement only if SJ Bancorp (i) has not breached its covenants regarding
the initiation or solicitation of acquisition proposals from third parties; and
(ii) subsequent to delivering the notice of termination to Glacier, SJ Bancorp
intends to enter into a letter of intent, acquisition agreement or similar
agreement relating to such Superior Proposal, (iii) SJ Bancorp has provided
Glacier with at least five business days prior notice that SJ Bancorp intends to
accept a Superior Proposal and given Glacier, if it so elects, an opportunity to
amend the terms of the merger agreement (negotiated in good faith between
Glacier and SJ Bancorp) in such a manner as would enable SJ Bancorp to proceed
with the merger and (iv) simultaneously upon entering into a letter of intent or
agreement relating to the Superior Proposal, it delivers to Glacier the break-up
fee described below.

     Superior Proposal -- Termination by Glacier. Glacier may terminate the
merger agreement if (i) an "Acquisition Event" (as defined in the merger
agreement) has occurred or (ii) a third party has made a proposal to SJ Bancorp
or its shareholders to engage in, or has entered into an agreement with respect
to, an Acquisition Event, and the merger agreement and the merger are not
approved at the special meeting of SJ Bancorp shareholders.

TERMINATION FEES

     Subject to certain exceptions, SJ Bancorp will pay Glacier a termination
fee of $200,000 if Glacier terminates the merger agreement based on an SJ
Bancorp breach of its representations or breach of its covenants. Glacier will
pay SJ Bancorp a termination fee of $200,000 if SJ Bancorp terminates the merger
agreement based on a Glacier breach of its representations or breach of its
covenants.

BREAK-UP FEE

     If the merger agreement is terminated because (i) the SJ Bancorp board of
directors fails to recommend shareholder approval of the merger agreement; or
(ii) SJ Bancorp terminates the merger agreement after receiving a "Superior
Proposal" (as defined in the merger agreement) and Glacier declines the
opportunity to amend the terms of the merger agreement to enable SJ Bancorp's
board of directors to proceed with the merger; or (iii) Glacier terminates the
merger agreement after SJ Bancorp 's receipt of a Superior Proposal followed by
an immediate Acquisition Event, then SJ Bancorp will immediately pay Glacier a
break-up fee of $1,000,000. If the merger agreement is terminated by Glacier due
to SJ Bancorp's receipt of a proposal to enter into an Acquisition Event and the
merger agreement and merger are not approved at the shareholders' meeting, and
prior to or within six months after such termination, SJ Bancorp or SJ Bank
enters into an agreement, or publicly announces an intention, to engage in an
Acquisition Event, or within 12 months after such termination an Acquisition
Event has occurred, then SJ Bancorp will promptly pay to Glacier the break-up
fee in the amount of $1,000,000.

ALLOCATION OF COSTS UPON TERMINATION

     If the merger agreement is terminated (except under circumstances that
would require the payment of a termination fee or break-up fee) Glacier and SJ
Bancorp will each pay their own out-of-pocket expenses incurred in


                                       46



connection with the transaction and, except for any applicable termination or
break-up fees, will have no other liability to the other party.

CONDUCT PENDING THE MERGER

     The merger agreement provides that, until the merger is effective, SJ
Bancorp will conduct its business only in the ordinary and usual course. The
merger agreement also provides that, unless Glacier otherwise consents in
writing, and except as required by applicable regulatory authorities, SJ Bancorp
will refrain from engaging in various activities such as:

     -    effecting any stock split or other recapitalization with respect to SJ
          Bancorp or SJ Bank, or pledge or encumber any shares of SJ Bancorp
          stock or grant any options for such stock;

     -    other than in the ordinary course of business and consistent with past
          practices declaring or paying any dividends, or making any other
          distributions;

     -    acquiring, selling, transferring assigning or encumbering or otherwise
          disposing of assets or making any commitment other than in the
          ordinary course of business;

     -    soliciting or accepting deposit accounts of a different type than
          previously accepted by SJ Bank or at rates materially in excess of
          prevailing interest rates, or, with specified exceptions, incurring
          any indebtedness for borrowed money;

     -    offering or making loans or other extensions of credit of a different
          type, or applying different underwriting standards, from those
          previously offered or applied by SJ Bank, or offering or making a loan
          or extension of credit in an amount greater than $1,000,000 without
          prior consultation with Glacier;

     -    with specified exceptions, acquiring an ownership or leasehold
          interest in real property without conducting an appropriate
          environmental evaluation;

     -    with specified exceptions, entering into, renewing, amending or
          terminating any contracts calling for a payment of more than $25,000,
          with a term of one year or more;

     -    with specified exceptions, entering into or amending any contract
          calling for a payment of more than $25,000, unless the contract may be
          terminated without cause or penalty upon 30 days notice or less;

     -    with specified exceptions, entering into any personal services
          contract;

     -    selling any securities other than in the ordinary course of business,
          or selling any securities even in the ordinary course of business if
          the aggregate gain or loss realized from all sales after the date of
          execution of the merger agreement would exceed $25,000, or
          transferring investment securities between portfolios;

     -    amending or materially changing its operations, policies or
          procedures;

     -    other than in accordance with binding existing commitments, making
          capital expenditures in excess of $25,000 per project or related
          series of projects or $50,000 in the aggregate;

     -    entering into material transactions or making any material
          expenditures other than in the ordinary course of business except for
          expenses reasonably related to the completion of the merger.


                                       47



SJ BANCORP MANAGEMENT AND OPERATIONS AFTER THE MERGER

     Effective at the closing of the merger, the board of directors of SJ
Bancorp will tender their resignations. The current board of directors is
composed of seven individuals, each of whom is also a director of SJ Bank.
Subsequent to the closing of the merger, the board of directors of SJ Bank will
continue to have a majority of its directors to be residents of Colorado, and
will include certain current members of the existing board of directors.

     As described below under "-Interests of Certain Persons in the Merger,"
Arthur C. Chase Jr., President and Chief Executive Officer of SJ Bancorp and SJ
Bank, has entered into an employment agreement with SJ Bank, effective upon the
closing of the merger, pursuant to which he will serve as President and Chief
Executive Officer of SJ Bank. Additionally, John Stolfa, Chief Operating Officer
and Chief Financial Officer of SJ Bancorp and SJ Bank, has entered into an
employment agreement with SJ Bank, effective upon the closing of the merger,
pursuant to which he will serve as Chief Operating Officer and Chief Financial
Officer of SJ Bank.

EMPLOYEE BENEFIT PLANS

     The merger agreement confirms Glacier's intent that Glacier's current
personnel policies and benefits will apply to any employees of SJ Bancorp and SJ
Bank who remain employed following the closing of the merger. Such employees
will be eligible to participate in all of the benefit plans of Glacier that are
generally available to similarly-situated employees of Glacier. For purposes of
participation in such plans, service with SJ Bancorp or SJ Bank prior to the
merger will constitute prior service with Glacier for purposes of determining
eligibility and vesting. For purposes of such participation, current employees'
prior service with SJ Bancorp and/or SJ Bank will constitute prior service with
Glacier for purposes of determining eligibility and vesting, including vacation
time and participation and benefits under Glacier's Severance Plan for employees
in effect at the time of any termination.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

     Certain members of the SJ Bancorp board of directors and management may be
deemed to have interests in the merger, in addition to their interests as
shareholders of SJ Bancorp generally. The SJ Bancorp board of directors was
aware of these factors and considered them, among other things, in approving the
merger agreement.

     Stock Ownership. The SJ Bancorp directors and their spouses beneficially
owned, as of the record date for the special meeting, 124,889 shares of SJ
Bancorp common stock, representing 25.3% of all outstanding SJ Bancorp shares.
The directors of SJ Bancorp will receive the same consideration in the merger
for their shares as other shareholders of SJ Bancorp.

     Voting Agreements. The directors of SJ Bancorp have entered into a Voting
Agreement, dated as of the date of the merger agreement. Pursuant to the voting
agreement, each director agrees to vote the shares of SJ Bancorp common stock
that he or she owns or controls in favor of the merger.

     Employment Agreements.

     Arthur C. Chase, Jr.

     Mr. Chase, SJ Bancorp's and SJ Bank's President and Chief Executive
Officer, has entered into an employment agreement, ratified by Glacier, with SJ
Bank. The employment agreement provides that Mr. Chase will maintain his current
titles and responsibilities at SJ Bank following the merger. The employment
agreement, which becomes effective on the date of the closing of the merger,
expires on December 31, 2011. The employment agreement supercedes prior
employment agreements to which Mr. Chase is a party, including a Change in
Control Severance Agreement dated August 21, 2007.


                                       48



     The employment agreement provides for an annualized salary of $183,750, and
bonuses and incentive compensation as determined by SJ Bank's board of
directors.

     The employment agreement provides that if Mr. Chase's employment is
terminated without cause (as defined in the agreement) or resigns with good
reason (as defined in the agreement), SJ Bank will pay him a lump-sum payment
equal to one times his annual base salary at the time of termination
("Termination Payment").

     Additionally, if during the term of the agreement Glacier or SJ Bank enters
into an agreement for a change in control (as defined in the agreement) or any
party announces such a prospective change in control, and SJ Bank or its
successor terminates Mr. Chase's employment (other than by reason of death,
disability or cause), or Mr. Chase terminates his employment for good reason
following the change in control, then SJ Bank will pay Mr. Chase a "Change in
Control Payment" in an amount equal to (i) three times his salary for the
calendar year prior to the change in control, plus (ii) the annual bonus paid to
Mr. Chase for the calendar year prior to the change in control. The total amount
of such payment is subject to limitations imposed by Section 280G of the
Internal Revenue Code relating to "parachute payments." If Mr. Chase has
received a Termination Payment under the circumstances described above and
within six months of the date of the termination that gave rise to that payment
a change in control of SJ Bank is announced, then upon the consummation of such
change in control, Mr. Chase will receive the Change in Control Payment, less
the amount of any Termination Payment previously received.

     The employment agreement provides that during the term of the agreement and
for a period of one year after termination of employment (unless termination
occurs upon or after expiration of the agreement), Mr. Chase will not engage in
specified activities within La Plata or Archuleta Counties in Colorado that are
competitive with the business of SJ Bank or Glacier.

     John Stolfa

     Mr. Stolfa, SJ Bancorp's and SJ Bank's Chief Operating Officer and Chief
Financial Officer, has entered into an employment agreement, ratified by
Glacier, with SJ Bank. The employment agreement provides that Mr. Stolfa will
maintain his current titles and responsibilities with SJ Bank following the
merger. The employment agreement becomes effective on the date of the closing of
the merger and expires on the third anniversary of such date.

     The employment agreement provides for an annualized salary of $113,500, and
bonuses and incentive compensation as determined by SJ Bank's board of
directors.

     If Mr. Stolfa's employment is terminated without cause or if Mr. Stolfa
resigns with good reason, SJ Bank will pay him a lump-sum payment equal to one
times his annual base salary at the time of termination.

     The employment agreement provide that during the term of employment and for
a period of one year after termination of employment, Mr. Stolfa will not engage
in specified activities within La Plata or Archuleta Counties in Colorado that
are competitive with the business of SJ Bank or Glacier.

     Mr. Stolfa has previously entered into an Incentive Bonus Agreement with SJ
Bancorp and SJ Bank, effective August 21, 2007. The Incentive Bonus Agreement
provides that SJ Bank will pay Mr. Stolfa a retention bonus in the amount of
$200,000 upon the occurrence of specified "Bonus Events" (which include a change
in control such as the merger) if he remains in continuous employment with SJ
Bank for 90 days following such Bonus Event, or if he is involuntarily
terminated (as defined in the agreement) at any time on or after the Bonus Event
but on or prior to the 90th day following the date of the Bonus Event.

     SJ Bancorp Director Non-Competition Agreement. All members of the board of
directors of SJ Bancorp and SJ Bank have entered into a non-competition
agreement with Glacier and SJ Bank.. Except under certain limited


                                       49



circumstances, the non-competition agreement prohibits directors from competing
with Glacier and SJ Bank within La Plata or Archuleta Counties in Colorado. The
term of the non-competition agreement commences upon the effective date of the
merger and continues until the later of (i) three years following the closing of
the merger or (ii) one year following termination of a director's service on the
board of directors of SJ Bank.

     Indemnification of Directors and Officers; Insurance. The merger agreement
provides that Glacier will, for a period of four years following the closing of
the merger, indemnify the present and former directors and officers of SJ
Bancorp and SJ Bank against liabilities or costs that may arise in the future,
incurred in connection with claims or actions arising out of or pertaining to
matters that existed or occurred prior to the effective date of the merger. The
scope of this indemnification is to the fullest extent that such persons would
have been entitled to indemnification under applicable law and the articles of
incorporation or bylaws of SJ Bancorp and SJ Bank, as applicable.

     The merger agreement also provides that for a period of four years
following the closing of the merger, Glacier will use reasonable efforts to
cause to be maintained in effect, director and officer liability insurance
substantially similar to that maintained by Glacier with respect to claims
arising from facts or events that occurred before the effective date of the
merger.

REGULATORY REQUIREMENTS

     Closing of the merger is subject to approval by the appropriate banking
regulatory authorities, including the Board of Governors of the Federal Reserve
System and the Colorado State Banking Board.

ACCOUNTING TREATMENT OF THE MERGER

     The acquisition of SJ Bancorp will be accounted for using the purchase
method of accounting by Glacier under accounting principles generally accepted
in the United States of America. Accordingly, using the purchase method of
accounting, the assets and liabilities of SJ Bancorp will be recorded by Glacier
at their respective fair values at the time of the merger. The excess of
Glacier's purchase price over the net fair value of assets acquired including
identifiable intangible assets and liabilities assumed will be recorded as
goodwill. Goodwill will be periodically assessed for impairment but no less
frequently than on an annual basis. Prior period financial statements are not
restated and results of operation of SJ Bancorp will be included in Glacier's
consolidated statement of operations after the date of the merger. The
identifiable intangible assets with finite lives, other than goodwill, will be
amortized against the combined company's earnings following completion of the
merger.


                                       50



                        INFORMATION CONCERNING SJ BANCORP

GENERAL

     SJ Bancorp is a Colorado corporation formed in June 2003 for the purpose of
acquiring the stock of SJ Bank and becoming the holding company for SJ Bank. SJ
Bancorp is registered with the Board of Governors of the Federal Reserve System
as a bank holding company. SJ Bancorp has no substantial operations separate or
apart from SJ Bank.

     The principal offices of SJ Bancorp are located at 144 E. 8th Street,
Durango, Colorado 81301.

     SJ Bank is a Colorado state-chartered bank, which commenced operations in
1998. As of June 30, 2008, SJ Bank had total assets of approximately $146
million, total net loans of approximately $130 million, total deposits of
approximately $131 million and approximately $15 million of shareholders'
equity.

MARKET AREA

     SJ Bank currently operates three branches, primarily serving La Plata and
Archuleta Counties located in southwestern Colorado. SJ Bank has the fifth
largest market share in La Plata County and the third largest market share in
Archuleta County.

LENDING ACTIVITIES

     SJ Bank's principal business is to accept deposits from the public and to
make loans and other investments. The primary source of income generated by SJ
Bank is the interest earned from both its loan and investment portfolios. To
develop business, the bank relies to a great extent on the personalized approach
of its officers and directors, who have extensive business and personal contacts
in the communities served by the bank. SJ Bank offers a variety of traditional
loan products to its customers, primarily individual consumers and small to
medium-sized businesses. For businesses, SJ Bank provides term loans, lines of
credit, loans for working capital, loans for business expansion and the purchase
of equipment and machinery, construction and land development loans for builders
and developers and commercial real estate loans. SJ Bank offers consumers
residential mortgage loans, home equity loans, automobile loans and various
other consumer installment loans.

     At June 30, 2008, SJ Bank's consolidated total loan portfolio was $130
million, representing approximately 89% of its total assets. As of such date, SJ
Bank's loan portfolio consisted of 21% 1-4 family real estate secured loans, 30%
commercial real estate secured loans (excluding construction and land
development loans), 41% real estate construction and land development loans, 6%
commercial loans, 1% installment or consumer loans and less than 1% farm and
agriculture loans.

DEPOSIT AND BANKING SERVICES

     Customers of SJ Bank are provided with a full complement of traditional
banking and deposit products. The bank is engaged in substantially all of the
business operations customarily conducted by independent financial institutions
in Colorado, including the acceptance of checking accounts, savings accounts,
money market accounts and a variety of certificates of deposit accounts.

     SJ Bank does a substantial amount of business with individuals, as well as
with customers in small to medium-sized commercial, industrial and agriculture
businesses. The primary sources of core deposits are residents of SJ Bank s
primary market area and businesses and their employees located in that area. SJ
Bank also obtains deposits through personal solicitation by the bank's officers
and directors and through local advertising. For the convenience of its
customers, SJ Bank offers drive-through banking facilities, automated teller
machines, internet banking, direct deposit, night depositories, personalized
checks, merchant bank card processing and safe


                                       51



deposit boxes. The bank's services also include cashier's checks, travelers'
checks, domestic wire transfers, account research, stop payments, and telephone
and internet based transfers between accounts.

SJ BANCORP AND SJ BANK SUMMARY FINANCIAL INFORMATION

     The following selected financial information for the fiscal years ended
December 31, 2007, 2006 and 2005 are derived from audited financial statements
of SJ Bancorp on a consolidated basis:

                                   SJ BANCORP
                                  BALANCE SHEET



                                                   YEAR ENDED DECEMBER 31,
                                           ---------------------------------------
                                               2007          2006          2005
                                           -----------   -----------   -----------
                                                              
Cash and Due from Banks                      4,372,464     7,309,000     5,395,796
Fed Funds                                   12,450,000    13,700,000    11,950,000
Securities                                     857,341     3,843,490     1,624,067
Gross Loans                                114,986,059   104,239,715    85,854,444
   Allowance for Loan Loss                     711,427       656,404       575,230
NET LOANS                                  114,274,632   103,583,311    85,279,214
Premises & Fixed Assets                      4,966,018     3,716,702     3,802,672
Other Assets                                   834,661       830,194       565,487
TOTAL ASSETS                               137,755,116   132,982,697   108,617,080
Deposits                                   123,320,575   120,422,882    99,367.692
Fed Funds & Repos
Borrowings                                   2,578,000     2,578,000     1,330,000
Other Liabilities                              432,223       297,603       321,081
TOTAL LIABILITIES                          126,330,798   123,318,485   101,018,773
Equity                                      11,424,318     9,664,212     7,598,307
TOTAL LIABILITIES AND SHAREHOLDER EQUITY   137,755,116   132,982,697   108,617,080


                                   SJ BANCORP
                                INCOME STATEMENT



                                                   YEAR ENDED DECEMBER 31,
                                           ---------------------------------------
                                               2007          2006          2005
                                           -----------   -----------   -----------
                                                              
Interest Income                             10,072,342     8,807,657    6,450,443
Interest Expense                             3,685,743     2,860,341    1,536,091
Net Interest Income                          6,386,599     5,947,316    4,914,352
Loan Loss Provision                             60,319       101,633      (80,548)
Non-interest Income                          1,209,395     1,106,148      887,107
Non-interest Expense                         4,733,125     4,345,919    3,864,521
Pre-Tax Income                               2,802,550     2,605,912    2,017,486
Taxes                                        1,028,207       959,373      738,417
NET INCOME                                   1,774,343     1,646,539    1,279,069


     The following selected financial information for the six-months ended June
30, 2008 and 2007 are


                                       52



derived from unaudited internally prepared financial statements of SJ Bank:

                                     SJ BANK
                                  BALANCE SHEET



                                             FOR THE PERIOD ENDING,
                                           -------------------------
                                             JUNE 30,      JUNE 30,
                                               2008          2007
                                           -----------   -----------
                                                   
Cash and Cash Equivalents                    3,736,132     4,749,567
Fed Funds                                    6,050,000    13,550,000
Securities                                     838,752     4,832,982
Gross Loans                                130,277,082   107,452,040
   Allowance for Loan Loss                     796,392       660,136
NET LOANS                                  129,480,690   106,791,904
Premises & Fixed Assets                      4,894,592     5,048,796
Other Assets                                   750,488       856,349
TOTAL ASSETS                               145,750,654   135,829,598
Deposits                                   130,504,163   122,634,246
Fed Funds & Repos
Borrowings
Other Liabilities                              547,791       277,580
TOTAL LIABILITIES                          131,051,954   122,911,826
Equity                                      14,698,700    12,917,772
TOTAL LIABILITIES AND SHAREHOLDER EQUITY   145,750,654   135,829,598


                                     SJ BANK
                                INCOME STATEMENT



                                               SIX MONTHS ENDED,
                                           -------------------------
                                             JUNE 30,      JUNE 30,
                                               2008          2007
                                           -----------   -----------
                                                   
Interest Income                              4,776,301     4,965,639
Interest Expense                             1,468,082     1,615,501
Net Interest Income                          3,308,219     3,350,138
Loan Loss Provision                             84,102        17,044
Non-interest Income                            454,987       420,607
Non-interest Expense                         2,150,338     2,380,659
Pre-Tax Income                               1,528,766     1,373,042
Taxes                                          564,619       504,238
NET INCOME                                     964,147       868,804



                                       53



COMPETITION

     SJ Bank experiences competition in both lending and attracting funds from
other commercial banks, savings banks, savings and loan associations, credit
unions, finance companies, pension trusts, mutual funds, insurance companies,
mortgage bankers and brokers, brokerage and investment banking firms,
asset-based non-bank lenders, government agencies and certain other
non-financial institutions, including retail stores, which may offer more
favorable financing alternatives than SJ Bank.

     SJ Bank also competes with companies located outside of its primary market
that provide financial services to persons within this market. Some of SJ Bank's
current and potential competitors have larger customer bases, greater brand
recognition, and significantly greater financial, marketing and other resources
than SJ Bank and some of them are not subject to the same degree of regulation
as SJ Bank.

EMPLOYEES

     As of June 30, 2008, SJ Bank had 38 full-time and 3 part-time employees. SJ
Bancorp has no employees. SJ Bank believes that it has a good relationship with
its employees and the employees are not represented by a collective bargaining
agreement.

PROPERTIES

     SJ Bank operates from three locations:

     -    SJ Bank's main office is located at 144 E. 8th Street, Durango,
          Colorado 81301 and is housed in a one-story, approximately 6,500
          square foot building. This banking center is equipped with four teller
          stations and an automated teller machine.

     -    SJ Bank's North Main Durango branch is located at 1710 N. Main Ave.,
          Durango, Colorado 81301 and is housed in a two-story building, of
          which it leases approximately 3,700 square feet. This banking center
          is equipped with six teller stations and an automated teller machine.

     -    SJ Bank's Pagosa Springs branch is located at 305 Hot Springs Blvd.,
          Pagosa Springs, Colorado 81147 and is housed in a one-story,
          approximately 4,200 square foot building. This banking center is
          equipped with seven teller stations and an automated teller machine.

LEGAL PROCEEDINGS

     From time to time, litigation arises in the normal conduct of SJ Bancorp's
business. SJ Bancorp, however, is not currently involved in any litigation that
management of SJ Bancorp believes, either individually or in the aggregate,
could reasonably be expected to have a material adverse effect on its business,
financial condition or results of operations.

SHARE OWNERSHIP OF PRINCIPAL SHAREHOLDERS, MANAGEMENT AND DIRECTORS OF SJ
BANCORP

     The following table shows, as of September 24, 2008, the beneficial
ownership of SJ Bancorp common stock by (i) each person known by SJ Bancorp to
be the beneficial owner more than 5% of SJ Bancorp's outstanding common stock,
(ii) each of SJ Bancorp's directors and executive officers; and (iii) all of SJ
Bancorp's directors and officers as a group. Except as otherwise noted in the
footnotes to the table, each individual has sole investment and voting power
with respect to the shares of common stock set forth.


                                       54





                                                 SHARES          PERCENTAGE
NAME                                       BENEFICIALLY OWNED   OF CLASS(1)
----------------------------------------   ------------------   -----------
                                                          
DIRECTORS AND EXECUTIVE OFFICERS
Thomas P. Berry                                  3,829(2)           0.8%
Randy D. Burton                                  6,153              1.2%
Arthur C. Chase, Jr.                            46,304(3)           9.3%
John R. Hatch                                   24,073              4.8%
Thomas F. Melchior                              39,385(4)           7.9%
James E. Rockelmann                              3,145(5)           0.6%
Douglas Simonson                                 3,000(6)           0.6%
John Stolfa                                      4,033(7)           0.8%

ALL DIRECTORS AND EXECUTIVE OFFICERS
   AS A GROUP (8 PERSONS)                      129,922             26.0%
FIVE PERCENT SHAREHOLDERS (NON-DIRECTOR)

Stephen Barney, Lynne Barney,                   37,180(8)           7.4%
Barney Investments, LLC
Barney Investment Partnership, LLC
130 S. Canal Street, Suite 9-T
Chicago, IL 60606

Founders Group, Inc. (9)                        19,893              4.0%
7103 West 111th Street
Worth, IL 60482

Peotone Bancorp, Inc. (9)                       25,065              5.0%
200 West Corning
Peotone, IL 60648


(1)  Percentages are based on 492,902 shares of common stock outstanding, plus
     the assumed exercise of outstanding options to acquire 7,000 shares of
     common stock.

(2)  Includes 3,829 shares of common stock owned jointly by Mr. Berry with Mary
     Ann Berry, Mr. Berry's spouse.

(3)  Includes 1,310 shares of common stock owned by Mr. Chase, 1,260 shares of
     common stock owned by Donna Chase, Mr. Chase's spouse, 42,734 shares owned
     by the Chase Family Trust dated February 13, 2006, of which Mr. Chase is
     trustee, and options held by Mr. Chase to acquire 1,000 shares of common
     stock.

(4)  Includes 21,738 shares of common stock owned by Mr. Melchior, 5,613 shares
     of common stock owned by Sandra Melchior, Mr. Melchior's spouse and 12,034
     shares held jointly by Mr. Melchior and his spouse.

(5)  Includes 3,042 shares of common stock owned by Mr. Rockelmann and Connie
     Rockelmann, Mr. Rockelmann's spouse and 103 shares held by Connie
     Rocklemann.

(6)  Includes 3,000 shares of common stock owned by the DAS Family Trust, of
     which Mr. Simonson is trustee.

(7)  Includes 533 shares of common stock owned by Mr. Stolfa and options held by
     Mr. Stolfa to acquire 3,500 shares of common stock.

(8)  Includes 18,590 shares of common stock held of record and held jointly by
     Stephen Barney, Lynne Barney and Barney Investment Partnership, LP and
     18,590 shares of common stock held of record by the Barney Investments, LLC
     which shareholders management of SJ Bancorp believe to be a "group" within
     the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
     1934.

(9)  Management of SJ Bancorp believes Founders Group, Inc. and Peotone Bancorp,
     Inc. to be a "group" within the meaning of Rule 13d-3 promulgated under the
     Securities Exchange Act of 1934.


                                       55



                     DESCRIPTION OF GLACIER'S CAPITAL STOCK

     Glacier's authorized capital stock consists of 117,187,500 shares of common
stock, $0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01
par value per share. As of the date of this proxy statement/prospectus, Glacier
had no shares of preferred stock issued. The Glacier board of directors is
authorized, without further shareholder action, to issue preferred stock shares
with such designations, preferences and rights as the Glacier board of directors
may determine.

     Glacier common stock is listed for trading on The NASDAQ Global Select
Market under the symbol "GBCI."

     Glacier's shareholders do not have preemptive rights to subscribe to any
additional securities that may be issued. Each share of Glacier common stock has
the same relative rights and is identical in all respects to every other share
of Glacier common stock. If Glacier is liquidated, the holders of Glacier common
stock are entitled to share, on a pro rata basis, Glacier's remaining assets
after provision for liabilities.

     For additional information concerning Glacier's capital stock, see
"Comparison Of Certain Rights Of Holders Of Glacier And SJ Bancorp Common
Stock."

                   COMPARISON OF CERTAIN RIGHTS OF HOLDERS OF
                       GLACIER AND SJ BANCORP COMMON STOCK

     Montana law and Glacier's articles of incorporation and bylaws govern the
rights of Glacier shareholders and will govern the rights of SJ Bancorp
shareholders, who will become shareholders of Glacier as a result of the merger.
The rights of SJ Bancorp shareholders are currently governed by Colorado law and
by SJ Bancorp's articles of incorporation and bylaws. The following is a brief
summary of certain differences between the rights of Glacier and SJ Bancorp
shareholders. This summary does not purport to be complete and is qualified by
the documents referenced. See also "Where You Can Find More Information About
Glacier."

GENERAL

     Under its articles of incorporation, Glacier's authorized capital stock
consists of 117,187,500 shares of common stock, $0.01 par value per share, and
1,000,000 shares of preferred stock, $0.01 par value per share. No shares of
preferred stock are currently outstanding.

     Under its articles of incorporation, SJ Bancorp's authorized capital
consists of 2,000,000 shares of common stock, $5.00 par value per share.

     The following is a more detailed description of Glacier's and SJ Bancorp's
capital stock.

COMMON STOCK

     As of June 30, 2008, there were 53,985,813 shares of Glacier common stock
issued and outstanding, in addition to options for the purchase of 3,040,993
shares of Glacier common stock under Glacier's employee and director stock
option plans.

     As of June 30, 2008, there were 492,902 shares of SJ Bancorp common stock
issued and outstanding, in addition to options for the purchase of 7,000 shares
of SJ Bancorp common stock under SJ Bancorp's employee stock option plans.


                                       56



PREFERRED STOCK

     As of the date of this proxy statement/prospectus, Glacier had no shares of
preferred stock issued. The Glacier board of directors is authorized, without
further shareholder action, to issue preferred stock shares with such
designations, preferences and rights as the Glacier board of directors may
determine.

     SJ Bancorp's authorized capital does not include preferred stock.

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.

     Dividends may be paid on SJ Bancorp common stock as and when declared by
the SJ Bancorp board of directors out funds legally available for the payment of
dividends.

VOTING RIGHTS

     All voting rights are currently vested in the holders of Glacier common
stock and SJ Bancorp common stock, with each share being entitled to one vote.

     The articles of incorporation of Glacier provide that shareholders do not
have cumulative voting rights in the election of directors. The articles of
incorporation of SJ Bancorp provide that shareholders do not have cumulative
voting rights in the election of directors or for any other purpose.

PREEMPTIVE RIGHTS

     Glacier's shareholders do not have preemptive rights to subscribe to any
additional securities that may be issued.

     SJ Bancorp's shareholders do not have preemptive rights to acquire
additional unissued or treasury shares of SJ Bancorp or securities convertible
into shares or carrying stock purchase warrants or privileges.

LIQUIDATION RIGHTS

     If Glacier is liquidated, the holders of Glacier common stock are entitled
to share, on a pro rata basis, Glacier's remaining assets after provision for
liabilities. The Glacier board of directors is authorized to determine the
liquidation rights of any preferred stock that may be issued.

     If SJ Bancorp is liquidated, the holders of SJ Bancorp common stock are
entitled to share, on a pro rata basis, SJ Bancorp's remaining assets after
provision for liabilities.


                                       57



     All outstanding shares of Glacier common stock are, and the shares to be
issued in the merger will be, fully paid and nonassessable. Shares of SJ
Bancorp's common stock are fully paid and nonassessable.

AMENDMENT OF ARTICLES AND BYLAWS

     The Montana Business Corporation Act ("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.

     The articles of incorporation of SJ Bancorp provide that amendment to such
articles of incorporation must be approved by the vote of two-thirds of the
shares of each class entitled vote on the action. The bylaws of SJ Bancorp
provide that except as otherwise provide by law, the articles of incorporation
or by specific provisions of the bylaws, such bylaws may be amended,
supplemented or repealed by the board of directors.

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.

     SJ Bancorp's articles of incorporation do not contain any anti-takeover
provisions.

BOARD OF DIRECTORS - NUMBER OF DIRECTORS

     Glacier's articles of incorporation provide that the number of directors
may not be less than seven or more than 17. Glacier's board currently consists
of 10 members, each of whom is currently serving an annual term.

     SJ Bancorp's articles of incorporation provide that the number of directors
may not be less than three. The board of directors of SJ Bancorp currently
consists of seven members, each of whom is currently serving an annual term.

INDEMNIFICATION AND LIMITATION OF LIABILITY

     Under the MBCA, indemnification of directors and officers is authorized to
cover judgments, amounts paid in settlement, and expenses arising out of actions
where the director or officer acted in good faith and in or not opposed to the
best interests of the corporation, and in criminal cases, where the director or
officer had no reasonable cause to believe that his or her conduct was unlawful.
Unless limited by the corporation's articles of incorporation, Montana law
requires indemnification if the director or officer is wholly successful on the
merits of the action. Glacier's bylaws provide that Glacier shall indemnify its
directors and officers to the fullest extent not prohibited by law, including
indemnification for payments in settlement of actions brought against a director
or officer in the name if the corporation, commonly referred to as a derivative
action. Under the MBCA, any indemnification of a director in a derivative action
must be reported to shareholders in writing prior to the next annual meeting of
shareholders.


                                       58



     The CBCA as set forth in Title 7, Articles 101 to 117 of the Colorado
Revised Statutes, governs a Colorado corporation's obligations to indemnify its
officers and directors. The CBCA specifies the circumstances under which a
corporation may indemnify its directors, officers, employees and agents. As to
directors, the CBCA generally requires that a director provide a statement that
he or she has met a certain standard of conduct. The CBCA standard requires that
a director must have acted in good faith, and fort acts done in a director's
official capacity, must have reasonably believed that he or she acted in the
best interests of the corporation. In all other instances, the director must
have acted in good faith and must have reasonably believed that he or she acted
in a manner that was not opposed to the best interests of the corporation. In
criminal proceedings, the director must not have had a reason to believe that
his or her conduct was unlawful. In a proceeding brought by or in the right of
the corporation, or that alleges that a director improperly received a personal
benefit, the director cannot be indemnified if he or she is adjudged liable,
unless a court orders the corporation to pay reasonable expenses. On the other
hand, the corporation must pay reasonable expenses that a director or officer
incurred in a proceeding when such director or officer is wholly successful on
the merits or otherwise in defending any civil or criminal proceeding. The CBCA
permits the corporation to indemnify officers and employees to a greater extent
than it may indemnify directors if such indemnification would not violate public
policy. Additionally, a corporation may provide insurance to directors and
officers without restriction, even though the corporation does not have the
power to indemnify such persons.

     The CBCA also provides that a corporation may in its articles of
incorporation eliminate or limit the personal liability of a director to the
corporation or to its shareholders for monetary damages for breach of fiduciary
duty as a director, except for monetary damages for any breach of the director's
duty of loyalty to the corporation or its shareholders, acts or omissions not in
good faith or that involve intentional misconduct or knowing violation of law,
certain acts regarding approval of unlawful distributions ort any transaction
from which the director directly or indirectly derived an improper personal
benefit.

     The articles of SJ Bancorp provide for indemnification to the fullest
extent permitted by applicable law in effect from time to time, any person
against all liability and expense incurred by reason of the fact that he is or
was serving at the request of SJ Bancorp as a director or officer of SJ Bancorp
or, while serving as a director or officer, he is or was serving at the request
of SJ Bancorp as a director, officer, partner, trustee, employee, fiduciary or
agent of, or in any similar managerial or fiduciary position of, another
corporation or other individual or entity or of any employee benefit plan. The
articles of SJ Bancorp also provide that a director will be personally liable to
SJ Bancorp for monetary damages arising from any breach of the director's duty
of loyalty to the corporation or its shareholders, acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law,
or any transaction from which a director derived an improper personal benefit.

RESTRICTION ON TRANSFER OF SHARES

     Neither Glacier's articles of incorporation nor bylaws provide any specific
limitations on the ability to transfer Glacier shares, nor require the company's
shares to bear a restrictive legend.

     SJ Bancorp's articles of incorporation provide that SJ Bancorp will have
the right to impose restrictions on the transfer of its shares, provided that
such restrictions or notice thereof is set forth on stock certificates.
Transfers of SJ Bancorp's shares are subject to restrictions imposed by a
Shareholders' Buy-Sell Agreement originally adopted by SJ Bank and its
shareholders, which became effective as to SJ Bancorp shares upon the formation
of SJ Bancorp as the holding company for SJ Bank.

POTENTIAL "ANTI-TAKEOVER" PROVISIONS

     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


                                       59


approved by the board of directors or certain price and procedural requirements
are satisfied.

     In addition, the authorization of preferred stock, which is intended
primarily as a financing tool and not as a defensive measure against takeovers,
may potentially be used by management to make more difficult uninvited attempts
to acquire control of Glacier (for example, by diluting the ownership interest
of a substantial shareholder, increasing the amount of consideration necessary
for shareholder to obtain control, or selling authorized but unissued shares to
friendly third parties).

     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.

     SJ Bancorp's articles of incorporation do not contain "anti-takeover"
provisions.

                              CERTAIN LEGAL MATTERS

     The validity of the Glacier common stock to be issued in the merger will be
passed upon for Glacier by its special counsel, Christensen, Moore, Cockrell,
Cummings & Axelberg, P.C., Kalispell, Montana. Graham & Dunn PC, Seattle,
Washington, Glacier's corporate counsel, has provided an opinion concerning
certain tax matters related to the merger.

                                     EXPERTS

     The consolidated financial statements of Glacier Bancorp, Inc. as of
December 31, 2007, 2006 and 2005 and the years then ended have been incorporated
by reference herein and in the registration statement in reliance upon the
report of BKD, LLP, independent registered public accounting firm, and upon the
authority of said firm as experts in accounting and auditing.

                WHERE YOU CAN FIND MORE INFORMATION ABOUT GLACIER

     Glacier files annual, quarterly and current reports, proxy statements, and
other information with the SEC. You may read and copy any reports, statements,
or other information that Glacier files at the SEC's public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by writing the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Glacier's SEC filings are also available to the public on the
SEC Internet site (http://www.sec.gov). As described below, you may also obtain
the documents that Glacier is incorporating by reference into this proxy
statement/prospectus from Glacier.

     Glacier has filed a Registration Statement on Form S-4 to register with the
SEC the shares of Glacier common stock to be issued to SJ Bancorp shareholders
in the merger. This proxy statement/prospectus is part of that Registration
Statement and constitutes a prospectus of Glacier in addition to being a proxy
statement of SJ Bancorp for the SJ Bancorp special shareholders meeting. As
allowed by SEC rules, this proxy statement/prospectus does not contain all of
the information that you can find in the Registration Statement or the exhibits
to the Registration Statement.

     The SEC allows Glacier to "incorporate by reference" information into this
proxy statement/prospectus, which means that Glacier can disclose important
information to you by referring you to another document filed separately by
Glacier with the SEC. The information incorporated by reference is deemed to be
part of this proxy


                                       60



statement/prospectus, except for any information superseded by any information
in this proxy statement/prospectus. This proxy statement/prospectus incorporates
by reference the documents set forth below that Glacier has previously filed
with the SEC (other than current reports furnished under Item 9 or Item 12 of
Form 8-K). These documents contain important information about Glacier and its
finances:

     -    Annual Report on Form 10-K for the year ended December 31, 2007;

     -    Quarterly Reports on Form 10-Q for the quarters ended March 31 and
          June 30, 2008;

     -    Proxy Statement for Glacier's 2008 Annual Meeting of Shareholders; and

     -    Current Reports on Form 8-K filed January 1, 2008; February 2, 2008;
          April 25, 2008; June 29, 2008; June 27, 2008; July 25, 2008; August 8,
          2008, and August 29, 2008.

     Glacier is also incorporating by reference additional documents that
Glacier files with the SEC between the date of this proxy statement/prospectus
and the date of the special meeting of SJ Bancorp shareholders (other than
current reports furnished under Item 9 or Item 12 of Form 8-K).

     YOU CAN OBTAIN THE DOCUMENTS THAT ARE INCORPORATED BY REFERENCE THROUGH
GLACIER OR THE SEC. YOU CAN OBTAIN THE DOCUMENTS FROM THE SEC, AS DESCRIBED
ABOVE. THESE DOCUMENTS ARE ALSO AVAILABLE FROM GLACIER WITHOUT CHARGE, EXCLUDING
EXHIBITS UNLESS GLACIER HAS SPECIFICALLY INCORPORATED SUCH EXHIBITS BY REFERENCE
IN THIS PROXY STATEMENT/PROSPECTUS. YOU MAY OBTAIN DOCUMENTS INCORPORATED BY
REFERENCE IN THIS PROXY STATEMENT/PROSPECTUS BY REQUESTING THEM FROM GLACIER AT
49 COMMONS LOOP, KALISPELL, MONTANA 59901, TELEPHONE NUMBER (406) 751-4703,
ATTN: LEEANN WARDINSKY, CORPORATE SECRETARY. IF YOU WOULD LIKE TO REQUEST
DOCUMENTS FROM GLACIER, PLEASE DO SO BY OCTOBER 20, 2008 TO RECEIVE THEM BEFORE
THE SJ BANCORP SPECIAL SHAREHOLDERS MEETING. CERTAIN REPORTS CAN ALSO BE FOUND
ON GLACIER'S WEBSITE AT WWW.GLACIERBANCORP.COM.

     Glacier has supplied all of the information concerning it contained in this
proxy statement/prospectus, and SJ Bancorp has supplied all of the information
concerning it.

     You should rely only on the information contained or incorporated by
reference in this proxy statement/prospectus in deciding how to vote on the
merger. We have not authorized anyone to provide you with information other than
what is contained in this proxy statement/prospectus. This proxy
statement/prospectus is dated September 26, 2008. You should not assume that
information contained in this proxy statement/prospectus is accurate as of any
other date, and neither the mailing of this proxy statement/prospectus to SJ
Bancorp shareholders nor the issuance of Glacier common stock in the merger will
create any implication to the contrary.


                                       61



                                                                      APPENDIX A

================================================================================

                          PLAN AND AGREEMENT OF MERGER

                                     BETWEEN

                              GLACIER BANCORP, INC.

                                       AND

                      BANK OF THE SAN JUANS BANCORPORATION

                           DATED AS OF AUGUST 19, 2008

================================================================================



                                TABLE OF CONTENTS



                                                                               PAGE
                                                                               ----
                                                                            
DEFINITIONS.................................................................     2
SECTION 1. TERMS OF TRANSACTION.............................................     7
   1.1  Effect of Merger....................................................     7
   1.2  Merger Consideration................................................     7
   1.3  SJ Options..........................................................     8
   1.4  No Fractional Shares................................................     8
   1.5  Payment to Dissenting Shareholders..................................     8
   1.6  Deposit of Cash and Shares..........................................     8
   1.7  Certificates........................................................     9
SECTION 2. CLOSING OF TRANSACTION...........................................    10
   2.1  Effective Date......................................................    10
   2.2  Events of Closing...................................................    10
   2.3  Manner and Time of Closing..........................................    10
SECTION 3. REPRESENTATIONS AND WARRANTIES...................................    11
   3.1  Representations and Warranties of SJ Bancorp........................    11
   3.2  Representations and Warranties of GBCI..............................    19
SECTION 4. CONDUCT AND TRANSACTIONS PRIOR TO CLOSING........................    22
   4.1  Conduct of SJ Bancorp's and SJ Bank's Businesses Prior to Closing...    22
   4.2  Registration Statement..............................................    27
   4.3  Submission to Regulatory Authorities................................    28
   4.4  Public Announcements................................................    28
   4.5  Consents............................................................    28
   4.6  Further Actions.....................................................    28
   4.7  Notice..............................................................    28
   4.8  Confidentiality.....................................................    29
   4.9  Availability of GBCI's Books, Records and Properties................    29
   4.10 Blue Sky Filings....................................................    29
   4.11 Tax Treatment.......................................................    29
   4.12 SJ Bancorp Closing Capital and Dividend.............................    29
   4.13 Best Efforts........................................................    30
SECTION 5. APPROVALS AND CONDITIONS.........................................    30
   5.1  Required Approvals..................................................    30
   5.2  Conditions to Obligations of GBCI...................................    30
   5.3  Conditions to Obligations of SJ Bancorp.............................    33
SECTION 6. DIRECTORS, OFFICERS AND EMPLOYEES................................    35
   6.1  Director and Shareholder Agreements.................................    35
   6.2  Officer's Employment Contract.......................................    35
   6.3  Employee Benefit Issues.............................................    35
   6.4  Indemnification of Directors and Executive Officers.................    35



                                        i




                                                                            
SECTION 7. TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION..........    36
   7.1  Termination by Reason of Lapse of Time..............................    36
   7.2  Other Grounds for Termination.......................................    36
   7.3  Termination Fee Payable By SJ Bancorp...............................    38
   7.4  Termination Fee Payable By GBCI.....................................    38
   7.5  Break-Up Fee........................................................    38
   7.6  Cost Allocation Upon Termination....................................    38
SECTION 8. MISCELLANEOUS....................................................    38
   8.1  Notices.............................................................    38
   8.2  Waivers and Extensions..............................................    39
   8.3  Construction and Execution in Counterparts..........................    39
   8.4  Survival of Representations, Warranties, and Covenants..............    40
   8.5  Attorneys' Fees and Costs...........................................    40
   8.6  Arbitration.........................................................    40
   8.7  Governing Law and Venue.............................................    40
   8.8  Severability........................................................    40
   8.9  No Assignment.......................................................    40
SECTION 9. AMENDMENTS.......................................................    41



                                       ii



                         LIST OF SCHEDULES AND EXHIBITS

SCHEDULES:


               
Schedule 3.1.1    Offices of SJ Bancorp/SJ Bank
Schedule 3.1.2    Third Party Consents Required by SJ Bancorp/SJ Bank
Schedule 3.1.3    Capital Stock - SJ Bancorp/SJ Bank
Schedule 3.1.4    SJ Bancorp Subsidiaries
Schedule 3.1.5    SJ Bancorp Financial Statements
Schedule 3.1.6    SJ Bancorp Properties
Schedule 3.1.7    SJ Bancorp Environmental Matters
Schedule 3.1.11   SJ Bancorp Material Contracts
Schedule 3.1.16   Asset Classifications
Schedule 3.1.17   SJ Bancorp Litigation
Schedule 3.1.18   SJ Bancorp Insurance Policies
Schedule 3.1.20   SJ Bancorp Benefit Plans



                                      iii


                          PLAN AND AGREEMENT OF MERGER
                                     BETWEEN
                              GLACIER BANCORP, INC.
                                       AND
                      BANK OF THE SAN JUANS BANCORPORATION

     This Plan and Agreement of Merger (the "Agreement"), dated as of August 19,
2008, is made by and between GLACIER BANCORP, INC. ("GBCI") and BANK OF THE SAN
JUANS BANCORPORATION ("SJ Bancorp").

                                    PREAMBLE

     The management and boards of directors of GBCI and SJ Bancorp believe that
the proposed Merger, to be accomplished in the manner set forth in this
Agreement, is in the best interests of the respective corporations and their
shareholders.

                                    RECITALS

A.   THE PARTIES AND CERTAIN SUBSIDIARIES.

     (1)  GBCI is a corporation duly organized and validly existing under
          Montana law and is a registered bank holding company under the Bank
          Holding Company Act of 1956, as amended ("BHC Act"). GBCI's principal
          office is located in Kalispell, Montana.

     (2)  SJ Bancorp is a corporation duly organized and validly existing under
          Colorado law and is a registered bank holding company under the BHC
          Act. SJ Bancorp's principal office is located in Durango, Colorado.

     (3)  SJ Bancorp owns all of the outstanding capital stock of Bank of the
          San Juans, a Colorado state-chartered bank with its principal office
          in Durango, Colorado ("SJ Bank").

B.   THE TRANSACTION. On the Effective Date, SJ Bancorp will merge with and into
     GBCI, and SJ Bank will become a wholly owned subsidiary of GBCI.

C.   BOARD APPROVALS. The respective boards of directors of GBCI and SJ Bancorp
     have approved this Agreement and authorized its execution and delivery.

D.   OTHER APPROVALS. The Merger is subject to:

     (1)  Satisfaction of the conditions described in this Agreement;

     (2)  Approval by SJ Bancorp's shareholders; and

     (3)  Approval or acquiescence, as appropriate, by the Board of Governors of
          the Federal Reserve System ("Federal Reserve"), the Banking Board of
          the Colorado Division of Banking (the "Colorado Banking Board") and
          any other agencies having jurisdiction over the Merger.


                                      A-1



E.   EMPLOYMENT AGREEMENTS. SJ Bank has entered into employment agreements with
     Arthur C. Chase Jr., its President and Chief Executive Officer, and John
     Stolfa, its Chief Operating Officer and Chief Financial Officer, which
     agreements will take effect as of the Effective Date.

F.   SHAREHOLDER, DIRECTOR AND EXECUTIVE OFFICER AGREEMENTS. In connection with
     the parties' execution of this Agreement, each director of SJ Bancorp and
     SJ Bank has entered into agreements, the forms of which have been approved
     by GBCI, pursuant to which, among other things, each agrees to vote his
     shares of SJ Bancorp capital stock in favor of the actions contemplated by
     this Agreement and to refrain from competing with GBCI and/or SJ Bank and
     their respective successors for a period of time.

G.   FAIRNESS OPINION. SJ Bancorp has received from Sandler O'Neill & Partners,
     L.P. ("SANDLER O'NEILL") an opinion to the effect that the Merger
     Consideration is fair from a financial point of view to SJ Bancorp's
     shareholders.

H.   INTENTION OF THE PARTIES -- TAX TREATMENT. The parties intend for the
     Merger to qualify, for federal income tax purposes, as a tax-free
     reorganization under IRC Section 368(a), and the parties hereto hereby
     adopt this Agreement as a plan of reorganization within the meaning of
     Sections 1.368-2(g) and as required under 1.368-3(a) of the United States
     Treasury Regulations.

                                    AGREEMENT

     In consideration of the mutual agreements set forth in this Agreement, GBCI
and SJ Bancorp agree as follows:

                                   DEFINITIONS

     The following capitalized terms used in this Agreement will have the
following meanings:

     "Acquisition Event" means any of the following: (i) a merger, consolidation
or similar transaction involving SJ Bancorp or any successor, (ii) a purchase,
lease or other acquisition in one or a series of related transactions of assets
of SJ Bancorp or any of its Subsidiaries representing 25% or more of the
consolidated assets of SJ Bancorp and its Subsidiaries, or (iii) a purchase or
other acquisition (including by way of merger, consolidation, share exchange or
any similar transaction) in one or a series of related transactions of
beneficial ownership of securities representing 50% or more of the voting power
of SJ Bancorp or its Subsidiaries, in each case with or by a person or entity
other than GBCI or one of its Subsidiaries.

     "Acquisition Proposal" has the meaning assigned to such term in Section
4.1.10.

     "Agreement" means this Plan and Agreement of Merger.

     "ALLL" means allowance for possible loan and lease losses.

     "ALLL Adjustment" has the meaning assigned to such term in Section 4.12.1.

     "Asset Classification" has the meaning assigned to such term in Section
3.1.16.

     "BHC Act" has the meaning assigned to such term in Recital A.

     "Break-Up Fee" has the meaning assigned to such term in Section 7.5.


                                      A-2



     "Business Day" means any day other than a Saturday, Sunday, legal holiday
or a day on which banking institutions located in the State of Montana and the
State of Colorado are required by law to remain closed.

     "CBCA" means the Colorado Business Corporation Act, as amended.

     "Certificate" has the meaning assigned to such term in Section 1.7.1.

     "Closing" means the closing of the Merger contemplated by this Agreement,
as more fully specified in Section 2.2.

     "Closing Capital Differential" has the meaning assigned to such term in
Section 1.2.2(i).

     "Colorado Banking Board" means the Banking Board of the Colorado Division
of Banking.

     "Commissioner" means the Commissioner of the Division of Banking and
Financial Institutions for the State of Montana.

     "Compensation Plans" has the meaning assigned to such term in Section
3.1.20.

     "Daily Sales Price" has the meaning assigned to such term in Section
1.4(i).

     "Determination Date" has the meaning assigned to such term in Section
1.4(ii).

     "Effective Date" means the date on which the Merger takes place, as more
fully specified in Section 2.1.

     "Employees" has the meaning assigned to such term in Section 3.1.20.

     "Environmental Laws" has the meaning assigned to such term in Section
3.1.7.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Affiliate" means, with respect to SJ Bancorp, any other entity that
is considered one employer with SJ Bancorp under Section 4001 of ERISA or
Section 414 of the IRC.

     "Exchange Act" has the meaning assigned to such term in Section 3.1.5.

     "Exchange Agent" means American Stock Transfer and Trust Co.

     "Exchange Fund" has the meaning assigned to such term in Section 1.6.

     "Execution Date" means the date of this Agreement.

     "Executive Officers," with respect to GBCI, means Michael J. Blodnick and
Ronald Copher.

     "Executive Officers," with respect to SJ Bancorp and SJ Bank, means Arthur
C. Chase Jr., John Stolfa and Thomas F. Melchior.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System.


                                      A-3



     "GAAP" means United States generally accepted accounting principles.

     "GBCI" is Glacier Bancorp, Inc., a Montana corporation that has its
principal place of business in Kalispell, Montana, and that is a bank holding
company registered pursuant to the BHC Act.

     "GBCI Average Closing Price" has the meaning assigned to such term in
Section 1.4(iii).

     "GBCI Common Stock" means the shares of GBCI common stock, $0.01 par value
per share, issued and outstanding from time to time.

     "GBCI Contract" has the meaning assigned to such term in Section 3.2.2.

     "GBCI Financial Statements" means GBCI's (i) audited consolidated balance
sheets as of December 31, 2007, 2006 and 2005 and the related audited
consolidated statements of income, cash flows and changes in shareholders'
equity for each of the years ended December 31, 2007, 2006 and 2005; (ii)
unaudited consolidated balance sheet as of the end of each fiscal quarter
following December 31, 2007 but preceding the Execution Date, and the related
unaudited consolidated statements of income, cash flows and changes in
shareholders' equity for each such quarter; and (iii) unaudited consolidated
balance sheets and related consolidated statements of income and shareholders'
equity for each of the fiscal quarters ending after the Execution Date and
before Closing or the Termination Date, as the case may be.

     "GBCI Shares" means the shares of GBCI Common Stock to be issued to the
holders of SJ Bancorp Common Stock as Merger Consideration in accordance with
Section 1.2.2.

     "Hazardous Substances" has the meaning assigned to such term in Section
3.1.7.

     "Independent Accountants" has the meaning assigned to such term in Section
4.12.1.

     "IRC" means the Internal Revenue Code of 1986, as amended.

     "Knowledge" has the following meanings: (i) SJ Bancorp will be deemed to
have "Knowledge" of a particular fact or matter if any Executive Officer of SJ
Bancorp or SJ Bank has actual knowledge of such fact or matter or if any such
person could reasonably be expected to discover or otherwise become aware of
such fact or matter in the course of making a reasonable inquiry into such areas
of SJ Bancorp's and SJ Bank's business that are under such individual's general
area of responsibility; and (ii) GBCI will be deemed to have "Knowledge" of a
particular fact or matter if any Executive Officer of GBCI has actual knowledge
of such fact or matter or if any such person could reasonably be expected to
discover or otherwise become aware of such fact or matter in the course of
making a reasonable inquiry into such areas of GBCI's business that are under
such individual's general area of responsibility.

     "Leased Real Property" means the real properties subject to Leases as
identified in Schedule 3.1.6.

     "Leases" means the terms and conditions governing the leasehold interests
in the Leased Real Property as identified in Schedule 3.1.6 to this Agreement.

     "Liens" means, collectively, liens, pledges, security interests, claims,
proxies, preemptive or subscriptive rights or other encumbrances or restrictions
of any kind.

     "Material Adverse Effect" with respect to a Person means an effect that:
(i) is materially adverse to the business, financial condition, results of
operations or prospects of the Person and its Subsidiaries


                                      A-4



taken as a whole; (ii) significantly and adversely affects the ability of the
Person to consummate the Merger on or by the Termination Date or to perform its
material obligations under this Agreement; or (iii) enables any Person to
prevent the consummation of the Merger on or by the Termination Date; provided,
however, that Material Adverse Effect shall not be deemed to include the impact
of any (a) changes in banking and similar laws of general applicability or
interpretations thereof by governmental authorities or other changes affecting
depository institutions generally that do not have a materially more adverse
effect on such party than that experienced by similarly situated financial
services companies, including changes in general economic conditions and changes
in prevailing interest and deposit rates that do not have a materially more
adverse effect on such party than that experienced by similarly situated
financial services companies, (b) acts of terrorism or war; (c) any
modifications or changes to valuation policies and practices in connection with
the Merger or restructuring charges taken in connection with the Merger, in each
case in accordance with GAAP; (d) changes resulting from SJ Bancorp Transaction
Fees; (e) any modifications or changes made by SJ Bancorp to its or its
Subsidiaries' general business practices or policies as may be required by GBCI
so as to be consistent with the practices or policies of GBCI; or (f) actions or
omissions of a party taken with the prior consent of the other, in contemplation
of the transactions contemplated hereby, as required or permitted hereunder, as
required under any regulatory approval received in connection with the Merger or
which have been waived in writing by the other party.

     "MBCA" means the Montana Business Corporations Act, as amended.

     "Merger" means the merger of SJ Bancorp with and into GBCI.

     "Merger Consideration" means the aggregate consideration contemplated by
Section 1.2.2.

     "Pension Plan" has the meaning assigned to such term in Section 3.1.20.

     "Per Share Cash Consideration" has the meaning assigned to such term in
Section 1.2.2(ii).

     "Per Share Stock Consideration" has the meaning assigned to such term in
Section 1.2.2(iii).

     "Person" includes an individual, corporation, partnership, association,
limited liability company, trust or unincorporated organization.

     "Plan" has the meaning assigned to such term in Section 3.1.20.

     "Properties," with respect to any party to this Agreement, means properties
or other assets owned or leased by such party or any of its Subsidiaries
including, with respect to SJ Bancorp, Real Property.

     "Proposed Dissenting Shares" means those shares of SJ Bancorp Common Stock
as to which shareholders have properly given notice of their intent to assert
appraisal rights pursuant to Section 7-113-202 of the CBCA.

     "Prospectus/Proxy Statement" means the Prospectus/Proxy Statement referred
to in Section 4.2.1, to be provided to all shareholders of SJ Bancorp in
connection with their consideration and approval of the Merger.

     "Real Property" means any real property that SJ Bancorp or SJ Bank owns in
fee title, other than "other real estate owned."

     "Registration Statement" has the meaning assigned to such term in Section
4.2.1.


                                      A-5



     "Reports" has the meaning assigned to such term in Section 3.1.5.

     "Sandler O'Neill" means Sandler O'Neill & Partners, L.P.

     "SEC" means the United States Securities and Exchange Commission.

     "Securities Act" has the meaning assigned to such term in Section 3.1.5.

     "Securities Laws" has the meaning assigned to such term in Section 3.1.5.

     "SJ Bancorp" is Bank of the San Juans Bancorporation, a Colorado
corporation that has its principal place of business in Durango, Colorado, and
that is a bank holding company registered pursuant to the BHC Act.

     "SJ Bancorp Capital" means SJ Bancorp's capital stock, surplus and retained
earnings determined in accordance with GAAP, applied on a consistent basis for
financial institutions, after giving effect to (a) the payment of all SJ Bancorp
Transaction Fees, (b) the payment due under the Incentive Bonus Agreement, dated
August 21, 2007, between SJ Bancorp, SJ Bank and John Stolfa, (c) the impact of
the ALLL Adjustment (other than for amounts in excess of $2,050,000) as
described in Section 4.12.1, and (d) adjustments, calculated in accordance with
GAAP, for accumulated other comprehensive income or loss as reported on the SJ
Bancorp balance sheet.

     "SJ Bancorp Closing Capital" has the meaning assigned to such term in
Section 4.12.24.12.1.

     "SJ Bancorp Common Stock" means the shares of SJ Bancorp common stock, par
value $5.00 per share, issued and outstanding from time to time.

     "SJ Bancorp Contract" has the meaning assigned to such term in Section
3.1.2.

     "SJ Bancorp Financial Statements" means SJ Bancorp's (i) audited
consolidated balance sheets as of December 31, 2007, 2006 and 2005 and the
related audited consolidated statements of income, cash flows and changes in
shareholders' equity for each of the years ended December 31, 2007, 2006 and
2005; (ii) unaudited consolidated balance sheet as of the end of each fiscal
quarter following December 31, 2007 but preceding the Execution Date, and the
related unaudited consolidated statements of income, cash flows and changes in
shareholders' equity for each such quarter; and (iii) the Subsequent SJ Bancorp
Financial Statements.

     "SJ Bancorp Meeting" has the meaning assigned in Section 4.2.2.

     "SJ Bancorp Transaction Fees" means all costs and expenses incurred by SJ
Bancorp or owed or paid by SJ Bancorp to investment advisors, independent
accountants, legal counsel, printers and other professional advisors in
connection with the preparation, negotiation and execution of this Agreement and
related documents and the consummation of the Merger.

     "SJ Bank" means Bank of the San Juans, a Colorado state-chartered bank with
its principal office in Durango, Colorado.

     "SJ Option Plan" means the Bank of the San Juans 1998 Incentive Stock
Option Plan.

     "SJ Options" means stock options issued and outstanding on the date of this
Agreement pursuant to the SJ Option Plan.


                                      A-6



     "Subject Property" has the meaning assigned to such term in Section 3.1.7.

     "Subsequent SJ Bancorp Financial Statements" means the unaudited
consolidated balance sheets and related consolidated statements of income and
shareholders' equity for each month after the Execution Date and before Closing
or the Termination Date, as the case may be, prepared in accordance with Section
4.1.8.

     "Subsidiary" with respect to any party to this Agreement means any Person
in which such party owns the majority of outstanding capital stock or voting
power.

     "Superior Proposal" means, with respect to SJ Bancorp and/or SJ Bank, any
Acquisition Proposal made by a Person other than GBCI or its Subsidiary(A) that
is for (i) a merger, reorganization, consolidation, share exchange, business
combination, recapitalization or similar transaction involving SJ Bancorp or SJ
Bank, (ii) a sale, lease, exchange, transfer, or other disposition of at least
25% of the assets of SJ Bancorp or SJ Bank, taken as a whole, in a single
transaction or a series of related transactions, or (iii) the acquisition,
directly or indirectly, by a person of beneficial ownership of 50% or more of
the SJ Bancorp Common Stock or SJ Bank's outstanding shares whether by merger,
consolidation, share exchange, business combination, tender, or exchange offer
or otherwise, and (B) that is otherwise on terms which the Board of Directors of
SJ Bancorp in good faith concludes (after consultation with its financial
advisors and outside counsel), taking into account, among other things, all
legal, financial, regulatory, and other aspects of the proposal and the Person
making the proposal, (x) would, if consummated, result in a transaction that is
more favorable to its stockholders (in their capacities as stockholders), from a
financial point of view, than the transactions contemplated by this Agreement,
and (y) is reasonably probable of being completed.

     "Termination Date" means February 28, 2009.

     "Termination Fee" has the meaning assigned to such term in Section 7.3.

     "Title Companies" has the meaning assigned to such term in Section 4.1.11.

     "Trading Day" has the meaning assigned to such term in Section 1.4(iv).

                                   SECTION 1.
                              TERMS OF TRANSACTION

1.1  EFFECT OF MERGER. Upon Closing of the Merger, pursuant to the provisions of
     the MBCA and the CBCA, all shares of SJ Bancorp Common Stock issued and
     outstanding immediately prior to Closing, except for Proposed Dissenting
     Shares, will, by virtue of the Merger and without any action on the part of
     any holder of shares of SJ Bancorp Common Stock, be converted into the
     right to receive the merger consideration as described in Sections 1.2 and
     1.3.

1.2  MERGER CONSIDERATION. Subject to the provisions of this Agreement, on the
     Effective Date:

     1.2.1  OUTSTANDING GBCI COMMON STOCK. The shares of GBCI Common Stock
            issued and outstanding immediately prior to the Effective Date will,
            on and after the Effective Date, remain as issued and outstanding
            shares of GBCI.

     1.2.2  OUTSTANDING SJ BANCORP COMMON STOCK. Each share of SJ Bancorp Common
            Stock issued and outstanding immediately prior to the Execution
            Date, except for Proposed Dissenting Shares, will automatically and
            without any action on the part of the holder of


                                      A-7



          such share, be converted into and represent the right to receive from
          GBCI (i) the Per Share Cash Consideration, and (ii) the Per Share
          Stock Consideration (the "Merger Consideration"). For purposes of this
          Agreement, the following terms have the following meanings:

          (i)    "Closing Capital Differential" means, to the extent the SJ
                 Bancorp Closing Capital is less than $11,350,000, the
                 difference between such SJ Bancorp Closing Capital and
                 $11,350,000.

          (ii)   "Per Share Cash Consideration" means $9,000,000, less the
                 amount of any Closing Capital Differential, divided by the
                 number of shares of SJ Bancorp Common Stock outstanding on the
                 Effective Date.

          (iii)  "Per Share Stock Consideration" means the number of shares of
                 GBCI Common Stock determined by dividing 640,000 by the number
                 of shares of SJ Bancorp Common Stock outstanding on the
                 Effective Date.

1.3  SJ OPTIONS. If any holder of an SJ Option exercises such SJ Option after
     the Execution Date and before the Effective Date, the shares of SJ Bancorp
     Common Stock issued upon such exercise will be converted into the right to
     receive the Merger Consideration pursuant to Section 1.2.2. All unexercised
     SJ Options will be canceled on the Effective Date in accordance with the SJ
     Option Plan.

1.4  NO FRACTIONAL SHARES. No fractional shares of GBCI Common Stock will be
     issued. In lieu of fractional shares, if any, each holder of SJ Bancorp
     Common Stock who is otherwise entitled to receive a fractional share of
     GBCI Common Stock will receive an amount of cash equal to the product of
     such fractional share times the GBCI Average Closing Price. Such fractional
     share interests will not include the right to vote or receive dividends or
     any interest on dividends. For purposes of this Agreement, the following
     terms have the following meanings:

          (i)    "Daily Sales Price" for any Trading Day means the daily closing
                 price per share of Glacier Common Stock on the NASDAQ Global
                 Market, as reported on the website www.nasdaq.com.

          (ii)   "Determination Date" means the fifth (5th) Business Day
                 immediately preceding the Effective Date.

          (iii)  "GBCI Average Closing Price" means the average Daily Sales
                 Price of GBCI Common Stock for the five (5) Trading Days
                 immediately preceding the Determination Date.

          (iv)   "Trading Day" means a day on which GBCI Common Stock is traded
                 on the NASDAQ Global Market.

1.5  PAYMENT TO DISSENTING SHAREHOLDERS. Proposed Dissenting Shares will have
     the rights provided by Article 113 of the CBCA.

1.6  DEPOSIT OF CASH AND SHARES. On or before the Effective Date, GBCI will
     deposit, or will cause to be deposited, with the Exchange Agent, for the
     benefit of the holders of certificates representing SJ Bancorp Common
     Stock, for exchange in accordance with this Section 1.6, (i) certificates
     representing the GBCI Shares; (ii) the aggregate cash consideration for
     payment of


                                      A-8



     the Per Share Cash Consideration; and (iii) the cash in lieu of fractional
     shares to be paid in accordance with Section 1.4. Such cash and
     certificates for GBCI Shares, together with any dividends or distributions
     with respect thereto, are referred to in this Agreement as the "Exchange
     Fund."

1.7  CERTIFICATES.

     1.7.1  LETTER OF TRANSMITTAL. On the business day after the Closing, GBCI
            will cause the Exchange Agent to mail to each holder of record of a
            certificate evidencing SJ Bancorp Common Stock shares (a
            "Certificate") a form letter of transmittal (which will specify that
            delivery will be effected, and risk of loss and title to the
            Certificates will pass, only upon delivery of the Certificates to
            the Exchange Agent) and instructions for use in effecting the
            surrender of the Certificates in accordance with Section 1.7.2.

     1.7.2  SURRENDER OF CERTIFICATES. Subject to Section 1.5, each Certificate
            will, from and after the Effective Date, be deemed for all corporate
            purposes to represent and evidence only the right to receive the
            Merger Consideration (and cash for fractional shares). Following the
            Effective Date, holders of Certificates will exchange their
            Certificates in accordance with instructions provided by the
            Exchange Agent pursuant to Section 1.7.1 and together with a
            properly completed and executed form of transmittal letter in order
            to effect their exchange for, as applicable, (i) certificates
            representing GBCI Common Stock; (ii) a check or, at the election of
            the SJ Bancorp shareholder, a wire transfer (but only if the amount
            of cash included in that shareholder's Merger Consideration exceeds
            $100,000), representing the cash consideration to be received
            pursuant to Section 1.2.2; and/or (iii) a check representing the
            amount of cash in lieu of fractional shares, if any. Until a
            Certificate is so surrendered, the holder will not be entitled to
            receive his, her or its portion of the Merger Consideration.

     1.7.3  ISSUANCE OF CERTIFICATES IN OTHER NAMES. Any person requesting that
            any certificate evidencing GBCI Shares be issued in a name other
            than the name in which the surrendered Certificate is registered
            must: (1) establish to the Exchange Agent's satisfaction the right
            to receive the certificate evidencing GBCI Shares and (2) either pay
            to the Exchange Agent any applicable transfer or other taxes or
            establish to the Exchange Agent's satisfaction that all applicable
            taxes have been paid or are not required.

     1.7.4  LOST, STOLEN, AND DESTROYED CERTIFICATES. With respect to a
            Certificate that has been lost, stolen or destroyed, the Exchange
            Agent will be authorized to issue or pay the holder's portion of the
            Merger Consideration in exchange thereof, if the holder provides the
            Exchange Agent with: (1) satisfactory evidence that the holder owns
            SJ Bancorp Common Stock and that the certificate representing this
            ownership is lost, stolen, or destroyed, (2) any appropriate
            affidavit or security the Exchange Agent may require, and (3) any
            reasonable assurances that the Exchange Agent or GBCI may require.

     1.7.5  RIGHTS TO DIVIDENDS AND DISTRIBUTIONS. After the Effective Date, no
            holder of any Certificate will be entitled to receive any dividends
            or other distributions otherwise payable to holders of record of
            GBCI Common Stock on any date after the Effective Date, unless the
            holder (1) is entitled by this Agreement to receive a certificate
            representing GBCI Common Stock and (2) has surrendered in accordance
            with this Agreement his, her or its Certificates (or has met the
            requirements of Section 1.7.4) in exchange for certificates
            representing GBCI Shares. Surrender of Certificates will not deprive
            the holder of any dividends or distributions that the holder is
            entitled to receive as


                                      A-9



            a record holder of SJ Bancorp Common Stock on a date before the
            Effective Date. When the holder surrenders his, her or its
            Certificates in exchange for GBCI Shares, the holder will receive
            the amount, without interest, of any cash dividends and any other
            distributions distributed after the Effective Date on the whole
            number of GBCI Shares into which the holder's SJ Bancorp Common
            Stock was converted at the Effective Date.

     1.7.6  CHECKS IN OTHER NAMES. Any person requesting that a check for cash
            to be received in the Merger or cash in lieu of fractional shares be
            issued in a name other than the name in which the Certificate
            surrendered in exchange for the cash is registered, must establish
            to the Exchange Agent's satisfaction the right to receive this cash.

     1.7.7  UNDELIVERED CERTIFICATES. Any portion of the Exchange Fund that
            remains unclaimed by shareholders of SJ Bancorp on a date that is
            six months after the Effective Date may be paid to GBCI, at GBCI's
            election. To the extent so paid, holders of SJ Bancorp Common Stock
            who have not, prior to such time, complied with the provisions of
            this Section 1.7 will, from such time forward, look only to GBCI for
            payment of the Merger Consideration, the cash in lieu of fractional
            shares, and/or unpaid dividends and distributions on the GBCI Shares
            deliverable with respect to each share of SJ Bancorp Common Stock
            held by such holder as determined pursuant to this Agreement, in
            each case, without any interest. Neither GBCI nor SJ Bancorp will be
            liable to any holder of SJ Bancorp Common Stock for any amount
            properly delivered to a public official pursuant to applicable
            abandoned property, escheat or similar laws.

                                   SECTION 2.
                             CLOSING OF TRANSACTION

2.1  EFFECTIVE DATE. The Merger shall be consummated by the filing with and
     acceptance by the Montana Secretary of State of Articles of Merger, in the
     form required by and executed in accordance with the relevant provisions of
     the MBCA, and by the issuance of a Certificate of Merger by the Secretary
     of State of Montana. Unless GBCI and SJ Bancorp agree upon a different
     date, the Effective Date will occur on the date of Closing. If the
     Effective Date does not occur on or prior to the Termination Date and the
     parties do not mutually agree in writing to extend the Termination Date,
     either party may terminate this Agreement in accordance with Section 7.1.

2.2  EVENTS OF CLOSING. Closing shall occur within five (5) business days after
     fulfillment or waiver of each condition precedent set forth in, and the
     granting of each approval (and expiration of any waiting period) covered by
     Section 5, or such other date as may be agreed upon by the parties. At the
     Closing, all properly executed documents required by this Agreement will be
     delivered to the proper party, in form consistent with this Agreement. If
     any party fails to deliver a required document at the Closing or otherwise
     defaults under this Agreement on or prior to the Effective Date, then the
     Merger will not occur unless the adversely affected party waives the
     default.

2.3  MANNER AND TIME OF CLOSING. The Closing will take place remotely via the
     electronic exchange of documents and signatures, at 9:00 a.m. Mountain
     Time, or such other time as the parties agree.


                                      A-10



                                   SECTION 3.
                         REPRESENTATIONS AND WARRANTIES

3.1  REPRESENTATIONS AND WARRANTIES OF SJ BANCORP. SJ Bancorp represents and
     warrants to GBCI that, except as disclosed in a Schedule to this Agreement:

     3.1.1   ORGANIZATION AND GOOD STANDING. SJ Bancorp is a corporation duly
             organized, validly existing and in good standing under the laws of
             the State of Colorado, is a registered bank holding company
             pursuant to the BHC Act, and has all requisite power and authority
             to own and operate its properties and to carry on its businesses as
             now conducted. Each of its Subsidiaries is either a commercial bank
             or a corporation duly organized, validly existing and in good
             standing under the laws of its state of incorporation and has all
             requisite power and authority to own and operate its Properties and
             to carry on its businesses as now conducted. The locations of all
             offices, including approved and unopened offices of its
             Subsidiaries, are listed in Schedule 3.1.1.

     3.1.2   CORPORATE AUTHORITY. The execution, delivery and performance by SJ
             Bancorp of this Agreement does not and will not, and the
             consummation by SJ Bancorp of the Merger will not, constitute or
             result in: (1) a breach or violation of, or a default under, its
             articles of incorporation or bylaws; (2) a breach or violation of,
             or a default under, or the acceleration of or the creation of a
             Lien (with or without the giving of notice, the lapse of time or
             both) under, any provision of any agreement, lease, contract, note,
             mortgage, indenture, arrangement or other obligation by which it or
             any of its Subsidiaries is bound or to which it or any of its
             Subsidiaries is a party (collectively, the "SJ Bancorp Contracts");
             or (3) a material violation of any law, rule, ordinance or
             regulation or judgment, decree, order, award, or governmental or
             non-governmental permit or license to which it is subject; or (4)
             any change in the rights or obligations of any party under any of
             the SJ Bancorp Contracts. Schedule 3.1.2 contains a list of all
             consents SJ Bancorp or SJ Bank must obtain from third parties under
             any SJ Bancorp Contracts before consummation of the Merger, the
             failure of which to obtain would have a Material Adverse Effect.

     3.1.3   CAPITAL STOCK.

             (i)   The authorized capital stock of SJ Bancorp consists of
                   2,000,000 shares of SJ Bancorp Common Stock, par value $5.00
                   per share. A total of 492,902 shares of SJ Bancorp Common
                   Stock are issued and outstanding as of the date of this
                   Agreement, all of which were validly issued and are fully
                   paid and nonassessable. As of the date of this Agreement, SJ
                   Options with respect to 7,000 shares of SJ Bancorp Common
                   Stock have been granted and are outstanding.

             (ii)  The authorized capital stock of SJ Bank consists of 1,000,000
                   shares of common stock, par value $5.00 per share. A total of
                   455,605 shares of SJ Bank Common Stock are issued and
                   outstanding as of the date of this Agreement, all of which
                   are owned by SJ Bancorp free and clear of all liens, claims,
                   encumbrances and restrictions on transfer, other than the
                   restrictions imposed by applicable federal and state
                   securities laws, and all of which are validly issued, fully
                   paid and nonassessable, except to the extent of any
                   assessment required under the Colorado Banking Code.


                                      A-11



             (iii) No shares of SJ Bancorp Common Stock are reserved for
                   issuance, other than those reserved for issuance under the SJ
                   Option Plan. Except as set forth in Schedule 3.1.3 or in the
                   SJ Option Plan, there are no preemptive rights or any
                   outstanding subscriptions, warrants, options, conversion
                   privileges, rights or commitments of SJ Bancorp or its
                   Subsidiaries of any character, kind or nature (including
                   those relating to the issuance, sale, purchase, redemption,
                   conversion, exchange, registration, voting or transfer of
                   such stock or securities), and neither SJ Bancorp nor SJ Bank
                   has issued or is obligated to issue any additional shares of
                   common stock or any other security to any other person,
                   except as so disclosed.

     3.1.4   SUBSIDIARIES. Except as disclosed in Schedule 3.1.4, SJ Bancorp has
             no Subsidiaries other than SJ Bank.

     3.1.5   REPORTS AND FINANCIAL STATEMENTS.

             (i)   Filing of Reports. Since January 1, 2003, each of SJ Bancorp
                   and SJ Bank has filed all reports and statements, together
                   with any required amendments to these reports and statements,
                   that they were required to file with (1) the Federal Reserve,
                   (2) the FDIC, (3) the Colorado Banking Board and (4) any
                   other applicable federal or state banking, insurance,
                   securities, or other regulatory authorities. Each of these
                   reports and statements, including the related financial
                   statements and exhibits, complied as to form in all material
                   respects with all applicable statutes, rules and regulations
                   as of their respective dates.

             (ii)  Delivery to Other Party of Reports. SJ Bancorp has delivered
                   or otherwise made available to GBCI a copy of each and any
                   registration statement, offering circular, report, definitive
                   proxy statement or information statement (collectively, its
                   "Reports") under the Securities Act of 1933, as amended
                   ("Securities Act"), the Securities Exchange Act of 1934, as
                   amended ("Exchange Act"), and state securities and "Blue Sky"
                   laws (collectively, the "Securities Laws") filed, used or
                   circulated by it or SJ Bank with respect to periods since
                   January 1, 2003, through the Execution Date.

             (iii) Compliance with Securities Laws. As of their respective
                   dates (and without giving effect to any amendments or
                   modifications filed after the Execution Date), each of the
                   Reports, including the related financial statements, exhibits
                   and schedules, filed, used or circulated before the Execution
                   Date complied (and each of the Reports filed after the
                   Execution Date, will comply) in all material respects with
                   applicable Securities Laws, and did not (or in the case of
                   reports, statements, or circulars filed after the Execution
                   Date, will not) contain any untrue statement of a material
                   fact or omit to state a material fact required to be stated
                   therein or necessary to make the statements made therein, in
                   light of the circumstances under which they were made, not
                   misleading.

             (iv)  Financial Statements. Each of SJ Bancorp's balance sheets
                   included in the SJ Bancorp Financial Statements fairly
                   presents (or, in the case of SJ Bancorp Financial Statements
                   for periods ending on a date following the Execution Date,
                   will fairly present) the financial position of SJ Bancorp and
                   SJ Bank as of the date of the balance sheet. Except as
                   disclosed in Schedule 3.1.5, each of the statements of
                   income, cash flows and shareholders' equity included in the
                   SJ


                                      A-12



                   Bancorp Financial Statements fairly presents the results of
                   operations, shareholders' equity and cash flows, as the case
                   may be, of SJ Bancorp and SJ Bank for the periods set forth
                   in these statements (subject, in the case of unaudited
                   statements, to normal year-end audit adjustments), in each
                   case in accordance with GAAP, except as may be noted in these
                   statements.

     3.1.6   PROPERTIES.

             (i)   SJ Bancorp and its Subsidiaries are not a party to any real
                   property lease, whether as landlord, tenant, guarantor or
                   otherwise, except as disclosed in Schedule 3.1.6. Except as
                   disclosed or reserved against in the SJ Bancorp Financial
                   Statements or in Schedule 3.1.6, SJ Bancorp and/or one of its
                   Subsidiaries have good and marketable title, free and clear
                   of all Liens (other than Liens for taxes not yet delinquent
                   or pledges to secure deposits and other security provided in
                   the ordinary course of business including, without
                   limitation, security for Federal Home Loan Bank borrowings,
                   federal funds and repurchase agreements) to all of the
                   properties and assets, tangible or intangible, reflected in
                   the SJ Bancorp Financial Statements as being owned or leased
                   by any of them as of the Execution Date. To the Knowledge of
                   SJ Bancorp, except as disclosed in Schedule 3.1.6, all
                   buildings and structures on the Real Property and the
                   equipment located thereon are in all material respects in
                   good operating condition and repair (ordinary wear and tear
                   excepted) and conform in all material respects to all
                   applicable laws, ordinances and regulations.

             (ii)  To the Knowledge of SJ Bancorp, all buildings and all
                   fixtures, equipment and other property and assets that are
                   material to SJ Bancorp's business on a consolidated basis are
                   owned by it or one of its Subsidiaries or are held under
                   leases or subleases by it or one of its Subsidiaries,
                   enforceable in accordance with their respective terms (except
                   as may be limited by applicable bankruptcy, insolvency,
                   reorganization, moratorium or other laws affecting creditors'
                   rights generally or by general equitable principles).

             (iii) Schedule 3.1.1 lists all of its existing branches and
                   offices and all new branches or offices that SJ Bank has
                   applied to establish or purchase, along with the estimated
                   cost to establish or purchase those new branches.

             (iv)  SJ Bancorp has provided to GBCI copies of existing title
                   policies, if any, held in its files relating to the Real
                   Property, and, to the Knowledge of SJ Bancorp, no exceptions,
                   reservations, or encumbrances have arisen or been created
                   since the date of issuance of those policies (other than
                   Liens for taxes not yet delinquent).

     3.1.7   ENVIRONMENTAL MATTERS.

             (i)   For purposes of this Section 3.1.7, the following definitions
                   apply:

                   (1)  "Subject Property" with respect to a party means (i) all
                        real property at which its business has been conducted,
                        and any property where under any Environmental Law it is
                        deemed to be the owner or operator of the property; (ii)
                        any facility in which it is the owner or operator of the
                        facility; and (iii) all other real property that, for
                        purposes of any


                                      A-13



                        Environmental Law, it otherwise could be deemed to be an
                        owner or operator of or as otherwise having cont rol
                        over.

                   (2)  "Environmental Laws" means any federal, state or local
                        law, regulation, order, decree, judgment, judicial
                        opinion, or any agreement between SJ Bancorp or any of
                        its Subsidiaries and any Governmental Entity presently
                        in effect relating to: (i) the manufacture, generation,
                        transport, use, treatment, storage, recycling, disposal,
                        release, threatened release or presence of Hazardous
                        Substances, or (ii) the protection of human health or
                        the environment.

                   (3)  "Hazardous Substances" means any substance, material or
                        waste that is (a) defined as a "hazardous substance" in
                        42 USC Section 9601(14), (b) defined as a "pollutant or
                        contaminant" in 33 USC Section 1362(6), (c) defined as a
                        "hazardous waste" in 42 USC Section 6903(5), or (d)
                        petroleum or a petroleum product or any other substance
                        defined as "hazardous," "dangerous" or "toxic" under any
                        federal or state law or regulation enacted for the
                        protection of human health or the environment; provided,
                        however, that supplies and materials used by SJ Bancorp
                        and/or its Subsidiaries for general office purposes will
                        not be deemed to be Hazardous Substances for the
                        purposes of this Agreement.

             (ii)  To the Knowledge of SJ Bancorp, except as disclosed in
                   Schedule 3.1.7, SJ Bancorp, its Subsidiaries and the Subject
                   Property are, and have been, in material compliance with all
                   applicable Environmental Laws, and no circumstances exist
                   that would result in a material violation of such
                   Environmental Laws.

             (iii) Except as disclosed in Schedule 3.1.7, none of the following
                   exists, and to SJ Bancorp's Knowledge, no reasonable basis
                   for any of the following exists: pending or threatened
                   claims, actions, investigations, notices of non-compliance,
                   information requests or notices of potential responsibility
                   or proceedings involving SJ Bancorp, any of its Subsidiaries
                   or any Subject Property, the occurrence or existence of which
                   would result in a Material Adverse Effect, relating to:

                   (1)  an asserted liability of SJ Bancorp or any of its
                        Subsidiaries or any prior owner, occupier or user of
                        Subject Property under any applicable Environmental Law
                        or the terms and conditions of any permit, license,
                        authority, settlement, agreement, decree or other
                        obligation arising under any applicable Environmental
                        Law;

                   (2)  the handling, storage, use, transportation, removal or
                        disposal of Hazardous Substances;

                   (3)  the actual or threatened discharge, release or emission
                        of Hazardous Substances from, on or under or within
                        Subject Property into the air, water, surface water,
                        ground water, land surface or subsurface strata; or

                   (4)  personal injuries or damage to the Subject Property
                        related to or arising out of the release of Hazardous
                        Substances.


                                      A-14







             (iv)  Except as disclosed in Schedule 3.1.7, no storage tanks
                   underground or otherwise are present on the Subject Property
                   or, if present, none of such tanks are leaking and each of
                   them is in full compliance with all applicable Environmental
                   Laws (except where the failure to be in full compliance would
                   not have a Material Adverse Effect). With respect to any
                   Subject Property, except as permitted by applicable
                   Environmental Laws, neither SJ Bancorp nor any of its
                   Subsidiaries owns, possesses or controls any PCBs,
                   PCB-contaminated fluids, wastes or equipment, or any material
                   amount of asbestos or asbestos-containing material, the
                   existence of which would have a Material Adverse Effect. No
                   Hazardous Substances have been used, handled, stored,
                   discharged, released or emitted, or are threatened to be
                   discharged, released or emitted, at or on any Subject
                   Property, except in compliance with applicable Environmental
                   Laws (except where failure to be in compliance would not have
                   a Material Adverse Effect).

             (v)   To the Knowledge of SJ Bancorp, except as disclosed in
                   Schedule 3.1.7, no part of the Subject Property has been or
                   is scheduled for investigation or monitoring under any
                   applicable Environmental Law.

             (vi)  Except as disclosed in Schedule 3.1.7, no condition from, on
                   or under the Subject Property exists with respect to the
                   Subject Property which would have a Material Adverse Effect
                   that would require remediation under applicable Environmental
                   Laws.

     3.1.8   TAXES. All tax returns and reports required by law to be filed by
             SJ Bancorp and its Subsidiaries have been duly filed, and all
             taxes, assessments, fees and other government charges upon SJ
             Bancorp or any of its Subsidiaries or upon any of their respective
             properties, assets, income or franchises that are due and payable
             have been paid, of which the failure to file or pay would have a
             Material Adverse Effect. The federal income portion of such taxes
             have been paid in full as indicated in the tax returns of SJ
             Bancorp and its Subsidiaries for the past five years or adequate
             provision has been made for any such taxes on its balance sheet in
             accordance with GAAP, of which the failure to pay or provide for on
             the balance sheet would have a Material Adverse Effect. No material
             objections to returns or claims for additional taxes are being
             asserted with respect to federal or state tax returns of SJ Bancorp
             and its Subsidiaries for any prior years, except for such audits,
             objections or claims which are being contested in good faith, by
             appropriate proceedings and with establishment of appropriate
             reserves, and which have been disclosed in writing to the other
             parties to this Agreement. Except as specified in the foregoing
             sentence, in the past five years, there has been no past audit,
             objection to returns, or claim for additional taxes.

     3.1.9   ABSENCE OF REGULATORY ACTION. Neither SJ Bancorp nor any of its
             Subsidiaries is in violation of any statute, rule or governmental
             regulation applicable to them (including, without limitation, the
             Community Reinvestment Act, Bank Secrecy Act, Truth in Lending Act,
             Equal Credit Opportunity Act, and statutes, rules and regulations
             governing the reporting of taxpayer identification numbers of its
             customers), which violation is reasonably likely to have a Material
             Adverse Effect on SJ Bancorp or any of its Subsidiaries. Neither SJ
             Bancorp nor any of its Subsidiaries is a party to any cease and
             desist order, written agreement or memorandum of understanding
             with, or a party to any commitment letter or similar undertaking
             to, or is subject to any order or directive by, or is a recipient
             of any extraordinary supervisory letter from, or has adopted any
             board resolutions at the request of, federal or state regulatory
             authorities, nor have they been


                                      A-15



             advised by such authorities that they are contemplating issuing or
             requesting any such order, agreement, memorandum or similar
             document or undertaking.

     3.1.10  ALLOWANCE FOR LOAN LOSSES. In the opinion of its management, the
             ALLL shown in the latest SJ Bancorp Financial Statements is, and
             that which will be stated in the Subsequent SJ Bancorp Financial
             Statements prior to Closing, in both cases as adjusted for any
             increases in ALLL or charge-offs reasonably required by GAAP or
             applicable regulations, will be, adequate to absorb its anticipated
             loan losses.

     3.1.11  MATERIAL AGREEMENTS.

             (i)  Except for arrangements made after the date and in accordance
                   with the terms of this Agreement, SJ Bancorp and its
                   Subsidiaries are not bound by any material contract (as
                   defined in Item 601(b)(10) of Regulation S-K under the
                   Securities Act) that: (1) is to be performed after the date
                   of this Agreement and (2) has not been set forth in Schedule
                   3.1.11.

             (ii) Neither SJ Bancorp nor any of its Subsidiaries is in default
                   under any contract, agreement, commitment, arrangement,
                   lease, insurance policy or other instrument, which default
                   would result in a Material Adverse Effect.

     3.1.12  COMPLIANCE WITH LAWS. SJ Bancorp and each of its Subsidiaries has
             all material permits, licenses, certificates of authority, orders,
             and approvals of, and has made all filings, applications, and
             registrations with, federal, state, local, and foreign governmental
             or regulatory bodies that are required in order to permit SJ
             Bancorp or its Subsidiaries to carry on their respective businesses
             as they are presently conducted and the absence of which,
             individually or in the aggregate, can reasonably be expected to
             have a Material Adverse Effect on them. All such material permits,
             licenses, certificates of authority, orders and approvals are in
             full force and effect, and, to the Knowledge of SJ Bancorp, no
             suspension or cancellation of any of them is threatened.

     3.1.13  KNOWLEDGE AS TO CONDITIONS. SJ Bancorp knows of no reason why the
             approvals, consents and waivers of governmental authorities
             referred to in Section 5.1 cannot be obtained.

     3.1.14  NO MATERIAL ADVERSE EFFECT. Since December 31, 2007, (i) SJ Bancorp
             and its Subsidiaries have conducted their respective businesses
             only in the ordinary and usual course of business, and (ii) there
             has not been any change in the financial condition (which includes,
             without limitation, the condition of assets, franchises, results of
             operations and prospects) that has had or may reasonably be
             expected to have a Material Adverse Effect on SJ Bancorp or any of
             its Subsidiaries.

     3.1.15  COMPLETENESS OF REPRESENTATIONS. No representation or warranty made
             by or with respect to SJ Bancorp or its Subsidiaries in this
             Agreement (or in the Schedules to this Agreement) contains any
             untrue statement of a material fact or omits to state a material
             fact necessary to make the statements contained in this Agreement
             (or in such Schedules) or in such representation or warranty not
             misleading.


                                      A-16



     3.1.16  ASSET CLASSIFICATION.

             (i)  Schedule 3.1.16 sets forth a list, accurate and complete, as
                  of June 30, 2008 except as otherwise expressly noted, and
                  separated by category of classification or criticism ("Asset
                  Classification"), of the aggregate amounts of loans,
                  extensions of credit and other assets of SJ Bancorp and its
                  Subsidiaries that have been criticized or classified by any
                  internal audit conducted by SJ Bancorp, taking into account
                  any assets that have been criticized or classified by any
                  governmental or regulatory authority.

             (ii) Except as shown in Schedule 3.1.16, no amounts of its loans,
                  extensions of credit or other assets that have been classified
                  or criticized by any representative of any governmental entity
                  as "Other Assets Especially Mentioned," "Substandard,"
                  "Doubtful," "Loss" or words of similar effect are excluded
                  from the amounts disclosed in the Asset Classification, other
                  than amounts of loans, extensions of credit or other assets
                  that were paid off or charged off by SJ Bancorp or its
                  Subsidiaries before the date of this Agreement.

     3.1.17  LITIGATION. Except as disclosed in Schedule 3.1.17, no material
             litigation, proceeding or controversy before any court or
             governmental agency is pending (other than routine foreclosure
             proceedings), and there is no pending claim, action or proceeding
             against SJ Bancorp or any of its Subsidiaries, which is reasonably
             likely, individually or in the aggregate, to have a Material
             Adverse Effect on them or to materially hinder or delay
             consummation of the Merger, and, to the Knowledge of SJ Bancorp, no
             such litigation, proceeding, controversy, claim or action has been
             threatened or is contemplated.

     3.1.18  INSURANCE. SJ Bancorp and each of its Subsidiaries have taken all
             requisite action (including the making of claims and the giving of
             notices) under their respective directors' and officers' liability
             insurance policy or policies in order to preserve all rights under
             such policies with respect to all matters known to them (other than
             matters arising in connection with, and the transactions
             contemplated by, this Agreement). Schedule 3.1.18 lists all
             directors' and officers' liability insurance policies and other
             material insurance policies maintained by SJ Bancorp or its
             Subsidiaries.

     3.1.19  LABOR MATTERS. Neither SJ Bancorp nor any of its Subsidiaries is a
             party to, or is bound by, any collective bargaining agreement,
             contract, or other agreement or understanding with a labor union or
             labor organization. Neither SJ Bancorp nor any of its Subsidiaries
             is the subject of any proceeding: (1) asserting that they have
             committed an unfair labor practice or (2) seeking to compel them to
             bargain with any labor organization as to wages or conditions of
             employment. No strike involving SJ Bancorp or its Subsidiaries is
             pending or, to SJ Bancorp's Knowledge, threatened. SJ Bancorp has
             no Knowledge of any activity involving its or SJ Bank's employees
             seeking to certify a collective bargaining unit or engaging in any
             other organizational activity.

     3.1.20  EMPLOYEE BENEFITS.

             (i)  For purposes of this Agreement, "Plan" or "Plans",
                  individually or collectively, means any "employee benefit
                  plan," as defined in Section 3(3) of ERISA, maintained by SJ
                  Bancorp or its Subsidiaries, as the case may be. SJ Bancorp
                  and its Subsidiaries are not now nor have ever been a
                  contributing employer to or


                                      A-17



                    sponsor of a multiemployer plan or a single employer plan
                    subject to Title IV of ERISA.

             (ii)   Schedule 3.1.20 sets forth a list, as of the Execut ion
                    Date, of (a) all Plans, stock purchase plans, restricted
                    stock and stock option plans, and other deferred
                    compensation arrangements, and (b) all other material
                    employee benefit plans that cover employees or former
                    employees of SJ Bancorp and its Subsidiaries (its
                    "Compensation Plans"). True and complete copies of the
                    Compensation Plans (and, as applicable, copies of summary
                    plan descriptions, governmental filings (on Form 5500 series
                    or otherwise), actuarial reports and reports under Financial
                    Accounting Standards Board Statement No. 106 relating to
                    such Compensation Plans) covering its current employees or
                    those of its Subsidiaries (collectively, "Employees"),
                    including Plans and related amendments, have been made
                    available to GBCI.

             (iii)  All of its Plans covering Employees (other than
                    "multi-employer plans" within the meaning of ERISA Sections
                    3(37) or 4001(a)(3)), to the extent subject to ERISA, are in
                    substantial compliance with ERISA. Each of its Plans that is
                    an "employee pension benefit plan" within the meaning of
                    ERISA Section 3(2) ("Pension Plan") and that is intended to
                    be qualified under IRC Section 401(a), has either received a
                    favorable determination letter from the Internal Revenue
                    Service or consists of a master, prototype, or volume
                    submitter plan which has received an opinion or advisory
                    letter from the Internal Revenue Service upon which SJ
                    Bancorp may rely, and SJ Bancorp is not aware of any
                    circumstances likely to result in revocation of any such
                    favorable determination letter. No litigation relating to
                    its Plans is pending or, to SJ Bancorp's Knowledge,
                    threatened. Neither SJ Bancorp nor any of its Subsidiaries
                    has engaged in a transaction with respect to any Plan that
                    could subject it or any of its Subsidiaries to a tax or
                    penalty imposed by either IRC Section 4975 or ERISA Section
                    502(i) in an amount that would be material.

             (iv)   All material contributions SJ Bancorp or any of its
                    Subsidiaries are or were required to make under the terms of
                    any of its Plans have been timely made or have been
                    reflected in the SJ Bancorp Financial Statements. Neither
                    any of its Pension Plans nor any single-employer plan of any
                    of its ERISA Affiliates has an "accumulated funding
                    deficiency" (whether or not waived) within the meaning of
                    IRC Section 412 or ERISA Section 302. Neither SJ Bancorp nor
                    any of its Subsidiaries or its ERISA Affiliates has
                    provided, or is required to provide, security to any Pension
                    Plan or to any single-employer plan of an ERISA Affiliate
                    under IRC Sections 401(a)(29) or 412(f)(3) or ERISA Sections
                    306, 307 or 4204.

             (v)    Except as disclosed in the SJ Bancorp Financial Statements
                    or in Schedule 3.1.20, neither SJ Bancorp nor any of its
                    Subsidiaries has any obligations for retiree health and life
                    benefits.

             (vi)   No provision of the documents governing any Plan contains
                    restrictions on the rights of SJ Bancorp or its Subsidiaries
                    to amend or terminate any Plan without incurring liability
                    under the Plan other than normal liabilities for benefits.


                                      A-18




             (vii)  Except as disclosed in the SJ Bancorp Financial Statements
                    or otherwise disclosed in this Agreement or in Schedule
                    3.1.20, the Merger will not result in (a) vesting,
                    acceleration, or increase of any amounts payable under any
                    Compensation Plan, (b) any material increase in benefits
                    under any Compensation Plan or (c) payment of any severance
                    or similar compensation under any Compensation Plan.

             (viii) Except as disclosed in Schedule 3.1.20, neither SJ Bancorp
                    nor any of its Subsidiaries maintains an executive
                    supplemental retirement plan or similar arrangement.

     3.1.21  BROKER'S OR FINDER'S FEES. Except for the fees of Sandler O'Neill
             deemed by SJ Bancorp to be required to obtain a fairness opinion
             and related advice from Sandler O'Neill to effect the Merger
             pursuant to a letter agreement that has been disclosed to GBCI, no
             agent, broker, person or firm acting on behalf of SJ Bancorp or SJ
             Bank, or under their authority, is or will be entitled to any
             commission, broker's, finder's or financial advisory fee in
             connection with the Merger.

3.2  REPRESENTATIONS AND WARRANTIES OF GBCI. Except as disclosed in a schedule
     to this Agreement, GBCI represents and warrants to SJ Bancorp:

     3.2.1   ORGANIZATION AND GOOD STANDING. GBCI is a corporation duly
             organized, validly existing and in good standing under the laws of
             the State of Montana, is a registered bank holding company pursuant
             to the BHC Act, and has all requisite power and authority to own
             and operate its properties and to carry on its businesses as now
             conducted. Each of its Subsidiaries is either a commercial bank, a
             statutory trust or a corporation duly organized, validly existing
             and in good standing under the laws of its state of incorporation
             and has all requisite power and authority to own and operate its
             Properties and to carry on its businesses as now conducted.

     3.2.2   CORPORATE AUTHORITY. The execution, delivery and performance by
             GBCI of this Agreement does not and will not, and the consummation
             by GBCI of the Merger will not, constitute or result in: (1) a
             breach or violation of, or a default under, either of their
             articles of incorporation or bylaws; (2) a breach or violation of,
             or a default under, or the acceleration of or the creation of a
             Lien (with or without the giving of notice, the lapse of time or
             both) under any provision of any agreement, lease, contract, note,
             mortgage, indenture, arrangement or other obligation by which
             either of them is bound or to which either of them is a party
             (collectively, the "GBCI Contracts"); or (3) a material violation
             of any law, rule, ordinance or regulation or judgment, decree,
             order, award, or governmental or non-governmental permit or license
             to which either of them is subject; or (4) any change in the rights
             or obligations of any party under any of the GBCI Contracts.

     3.2.3   CAPITAL STOCK.

             (i)  The authorized capital stock of GBCI consists of 117,187,500
                  shares of GBCI Common Stock, par value $0.01 per share. A
                  total of 53,985,813 shares of GBCI Common Stock were issued
                  and outstanding as of June 30, 2008, all of which were validly
                  issued and are fully paid and nonassessable. As of June 30,
                  2008, options to acquire 3,040,993 shares of GBCI Common Stock
                  have been granted and are outstanding.


                                      A-19



             (ii)  No unissued shares of common stock or any other securities of
                   GBCI are subject to any warrants, options, conversion
                   privileges, rights or commitments of any character, kind or
                   nature, except as set forth in GBCI's Reports, and GBCI has
                   not issued and is not obligated to issue any additional
                   shares of common stock or any other security to any other
                   person, except as so disclosed.

     3.2.4   REPORTS AND FINANCIAL STATEMENTS.

             (i)   Filing of Reports. Since January 1, 2003, GBCI and each of
                   its Subsidiaries has filed all reports and statements,
                   together with any required amendments to these reports and
                   statements, that they were and will be required to file with
                   (1) the SEC, (2) the Federal Reserve, (3) the FDIC, and (4)
                   any other applicable federal or state banking, insurance,
                   securities, or other regulatory authorities. Each of these
                   reports and statements, including the related financial
                   statements and exhibits, complied as to form in all material
                   respects with all applicable statutes, rules and regulations
                   as of their respective dates.

             (ii)  Compliance with Securities Laws. As of their respective dates
                   (and without giving effect to any amendments or modifications
                   filed after the Execution Date), each of the Reports,
                   including the related financial statements, exhibits and
                   schedules, filed, used or circulated before the Execution
                   Date complied (and each of the Reports filed after the
                   Execution Date, will comply) in all material respects with
                   applicable Securities Laws, and did not (or, in the case of
                   reports, statements, or circulars filed after the Execution
                   Date, will not) contain any untrue statement of a material
                   fact or omit to state a material fact required to be stated
                   therein or necessary to make the statements made therein, in
                   light of the circumstances under which they were made, not
                   misleading.

             (iii) Financial Statements. Each of GBCI's balance sheets included
                   in the GBCI Financial Statements fairly presents (or, in the
                   case of GBCI Financial Statements for periods ending on a
                   date following the Execution Date, will fairly present) the
                   financial position of GBCI and its Subsidiaries as of the
                   date of the balance sheet. Each of the statements of income,
                   cash flows and shareholders' equity included in the GBCI
                   Financial Statements fairly presents (or, in the case of GBCI
                   Financial Statements to be prepared and filed with the SEC
                   pursuant to GBCI's reporting obligations under the Exchange
                   Act for periods ending on a date following the Execution
                   Date, will fairly present) the results of operations,
                   shareholders' equity and cash flows, as the case may be, of
                   GBCI and its Subsidiaries for the periods set forth in these
                   statements, in each case in accordance with GAAP, except as
                   may be noted in these statements.

     3.2.5   FINANCING AND SHARES AVAILABLE. GBCI has, and at the Effective Date
             will have, (i) sufficient cash and cash equivalents on hand to pay
             the cash component of the Merger Consideration, cash in lieu of
             fractional shares, and any amounts payable to holders of Proposed
             Dissenting Shares; and (ii) a sufficient number of shares of common
             stock authorized and available to issue the GBCI Shares.

     3.2.6   ABSENCE OF REGULATORY ACTION. Neither GBCI nor any of its
             Subsidiaries is, to the Knowledge of GBCI, in material violation of
             any statute, rule or governmental regulation applicable to them
             (including, without limitation, the Community Reinvestment Act,
             Bank Secrecy Act, Truth in Lending Act, Equal Credit Opportunity
             Act, and statutes,


                                      A-20



             rules and regulations governing the reporting of taxpayer
             identification numbers of its customers). Neither GBCI nor any of
             its Subsidiaries is a party to any cease and desist order, written
             agreement or memorandum of understanding with, or a party to any
             commitment letter or similar undertaking to, or is subject to any
             order or directive by, or is a recipient of any extraordinary
             supervisory letter from, or has adopted any board resolutions at
             the request of, federal or state regulatory authorities, nor has it
             been advised by such authorities that they are contemplating
             issuing or requesting any such order, agreement, memorandum or
             similar document or undertaking.

     3.2.7   KNOWLEDGE AS TO CONDITIONS. GBCI knows of no reason why the
             approvals, consents and waivers of governmental authorities
             referred to in Section 5.1 cannot be obtained.

     3.2.8   LITIGATION. Except as disclosed in GBCI's Reports, no material
             litigation, proceeding or controversy before any court or
             governmental agency is pending, and there is no pending claim,
             action or proceeding against GBCI or any of its Subsidiaries, which
             is reasonably likely, individually or in the aggregate, to have a
             Material Adverse Effect on them or to materially hinder or delay
             consummation of the Merger.

     3.2.9   TAXES. All tax returns and reports required by law to be filed by
             GBCI and its Subsidiaries have been duly filed, and all taxes,
             assessments, fees and other government charges upon GBCI or any of
             its Subsidiaries or upon any of their respective properties,
             assets, income or franchises that are due and payable have been
             paid. The federal income portion of such taxes have been paid in
             full as indicated in the tax returns of GBCI and its Subsidiaries
             for the past five years or adequate provision has been made for any
             such taxes on its balance sheet in accordance with GAAP. No
             material objections to returns or claims for additional taxes are
             being asserted with respect to federal or state tax returns of GBCI
             and its Subsidiaries for any prior years, except for such audits,
             objections or claims which are being contested in good faith, by
             appropriate proceedings and with establishment of appropriate
             reserves, and which have been disclosed in writing to the other
             parties to this Agreement. Except as specified in the foregoing
             sentence, in the past five years, there has been no past audit,
             objection to returns, or claim for additional taxes.

     3.2.10  NO MATERIAL ADVERSE EFFECT. Since December 31, 2007, (i) GBCI and
             its Subsidiaries have conducted their respective businesses only in
             the ordinary and usual course of business, and (ii) there has not
             been any change in the financial condition (which includes, without
             limitation, the condition of assets, franchises, results of
             operations and prospects) that has had or may reasonably be
             expected to have a Material Adverse Effect on GBCI or any of its
             Subsidiaries.

     3.2.11  COMPLETENESS OF REPRESENTATIONS. No representation or warranty made
             by or with respect to GBCI or its Subsidiaries in this Agreement
             (or in the Schedules to this Agreement) contains any untrue
             statement of a material fact or omits to state a material fact
             necessary to make the statements contained in this Agreement (or in
             such Schedules) or in such representation or warranty not
             misleading.


                                      A-21


                                   SECTION 4.
                    CONDUCT AND TRANSACTIONS PRIOR TO CLOSING

4.1  CONDUCT OF SJ BANCORP'S AND SJ BANK'S BUSINESSES PRIOR TO CLOSING. SJ
     Bancorp covenants that, from the date of this Agreement and prior to
     Closing:

     4.1.1   AVAILABILITY OF BOOKS, RECORDS AND PROPERTIES.

             (i)    With prior notice to SJ Bancorp, subject to applicable law,
                    the books, records, properties, contracts and documents of
                    SJ Bancorp and SJ Bank will be available at all reasonable
                    times to GBCI and its counsel, accountants and other
                    representatives. Such items will be open for inspection,
                    audit and direct verification of loan or deposit balances,
                    collateral receipts and such other transactions or
                    documentation as GBCI deems reasonably relevant to the
                    Transaction. SJ Bancorp will (and will cause SJ Bank to)
                    cooperate fully in such inspection and audit, and make
                    available all information reasonably requested by or on
                    behalf of GBCI.

             (ii)   Upon request by GBCI, SJ Bancorp and SJ Bank will request
                    that any third parties involved in the preparation or review
                    of the SJ Bancorp Financial Statements or SJ Bancorp
                    Subsequent Financial Statements disclose to GBCI the work
                    papers or any similar materials related to such financial
                    statements.

     4.1.2   ORDINARY AND USUAL COURSE. Without prior written consent of GBCI,
             subject to applicable law and except as required by the Colorado
             Banking Board, the FDIC, or the Federal Reserve (so long as GBCI
             receives prior written notice of such required action), SJ Bancorp
             and SJ Bank will conduct their respective business only in the
             ordinary and usual course and will not do any of the following:

             (i)    effect any stock split or other recapitalization with
                    respect to SJ Bancorp Common Stock or the shares of SJ Bank;
                    issue (except for issuances upon exercise of SJ Options),
                    redeem, pledge or encumber in any way any shares of such
                    capital stock; or grant any option for shares of such
                    capital stock;

             (ii)   other than in the ordinary course of business, consistent
                    with past practice, or as necessary to pay SJ Bancorp
                    Transaction Fees consistent with this Agreement or as
                    authorized by Section 4.12, declare or pay any dividend, or
                    make any other distribution, either directly or indirectly,
                    with respect to SJ Bancorp Common Stock;

             (iii)  acquire, sell, transfer, assign, encumber or otherwise
                    dispose of any material assets or make any material
                    commitment other than in the ordinary and usual course of
                    business;

             (iv)   solicit or accept deposit accounts of a different type from
                    accounts previously accepted by SJ Bank or at rates
                    materially in excess of prevailing interest rates, or incur
                    any indebtedness for borrowed money (excluding Fed Funds and
                    Federal Home Loan Bank borrowings);

             (v)    offer or make loans or other extensions of credit of a
                    different type, or apply different underwriting standards,
                    from those previously offered or applied by SJ


                                      A-22



                    Bank, or offer or make a new loan or extension of credit in
                    an amount greater than $1 million without prior consultation
                    with GBCI; which consultation will not be unreasonably
                    withheld or delayed and will be deemed provided if GBCI has
                    not responded to SJ Bancorp's request for consultation
                    within three (3) Business Days after GBCI's receipt of a
                    loan package concerning the loan at issue;

             (vi)   except for the transfer of the Leased Real Property,
                    cancellation of Leases, foreclosures and satisfaction of
                    obligations as contemplated by Section 4.1.11, acquire an
                    ownership interest or a leasehold interest in any real
                    property, except those disclosed in Schedule 3.1.6, without
                    making an appropriate environmental evaluation in advance of
                    obtaining such interest and without providing to GBCI such
                    evaluation and at least 30 days' advance notice;

             (vii)  enter into, renew, or terminate any contracts calling for a
                    payment by any of them of more than $25,000 (including real
                    property leases and data or item processing agreements) with
                    or for a term of one-year or more, except for its contracts
                    of deposit and agreements to lend money not otherwise
                    restricted under this Agreement and (1) entered into in the
                    ordinary course of business, consistent with past practices,
                    and (2) providing for not less (in the case of loans) or
                    materially more (in the case of deposits) than prevailing
                    market rates of interest;

             (viii) enter into or amend any contract (other than contracts for
                    deposits or agreements to lend money not otherwise
                    restricted by this Agreement) calling for a payment by any
                    of them of more than $25,000, unless the contract may be
                    terminated without cause or penalty upon 30 days notice or
                    less;

             (ix)   enter into any personal services contract with any person or
                    firm outside the ordinary course of business, except
                    contracts, agreements, or arrangements for legal,
                    accounting, consulting, investment advisory, or tax services
                    entered into to directly facilitate the Merger;

             (x)    (A) sell any securities, whether held for investment or
                    sale, other than in the ordinary course of business or sell
                    any securities, whether held for investment or sale, even in
                    the ordinary course of business, if the aggregate gain or
                    loss realized from all sales after the Execution Date would
                    be more than $25,000 or (B) transfer any investment
                    securities between portfolios of securities available for
                    sale and portfolios of securities to be held to maturity;

             (xi)   amend its Articles of Incorporation, Bylaws, or other
                    formation agreements, or convert its charter or form of
                    entity;

             (xii)  implement or adopt any material changes in its operations,
                    policies, or procedures, including loan loss reserve
                    policies, unless the changes are requested by GBCI or are
                    necessary or advisable, on the advice of legal counsel, to
                    comply with applicable laws, regulations, or regulatory
                    policies;

             (xiii) implement or adopt any change in its accounting principles,
                    practices or methods, other than as may be required (1) by
                    GAAP, (2) for tax purposes, or (3) to take advantage of any
                    beneficial tax or accounting methods;


                                      A-23



             (xiv)  other than in accordance with binding commitments existing
                    on the Execution Date and that have been disclosed to GBCI,
                    make any capital expenditures in excess of $25,000 per
                    project or related series of projects or $50,000 in the
                    aggregate;

             (xv)   enter into any other material transaction or make any
                    material expenditure other than in the ordinary and usual
                    course of its business except for expenses reasonably
                    related to completion of the Merger; or

             (xvi)  take any action which would materially and adversely affect
                    or delay their ability or the ability of GBCI to obtain any
                    necessary approvals, consents or waivers of any governmental
                    authority required for the Merger or to perform in all
                    material respects their respective covenants and agreements
                    under this Agreement.

     4.1.3   CONTINUING REPRESENTATION AND WARRANTY. Neither SJ Bancorp nor any
             of its Subsidiaries will do or cause to be done anything that would
             cause any representation or warranty in Section 3.1 to be untrue or
             inaccurate if made at Closing, except as otherwise contemplated or
             required by this Agreement or consented to in writing by GBCI.

     4.1.4   MAINTENANCE OF PROPERTIES. SJ Bancorp and SJ Bank will in all
             material respects maintain their respective properties and
             equipment (and related insurance or its equivalent) in accordance
             with good business practice.

     4.1.5   PRESERVATION OF BUSINESS ORGANIZATION. Each of SJ Bancorp and SJ
             Bank will use its commercially-reasonable efforts to:

             (i)    Preserve its respective business organization.

             (ii)   Retain the services of management and employees consistent
                    with such program for consolidation of redundant employment
                    positions resulting from the Merger as will be developed in
                    cooperation with GBCI.

             (iii)  Preserve the goodwill of suppliers, customers and others
                    with whom SJ Bancorp and SJ Bank have business relations.

     4.1.6   SENIOR MANAGEMENT. Except as otherwise provided in this Agreement
             and excluding resignations, without prior consultation with GBCI,
             SJ Bancorp will not, and will cause SJ Bank not to, make any change
             with respect to present management personnel having the rank of
             vice-president or higher.

     4.1.7   COMPENSATION. SJ Bancorp will not, and will cause SJ Bank not to,
             permit any increase in the current or deferred compensation payable
             or to become payable by SJ Bancorp or SJ Bank to any of its
             directors, officers, employees, agents or consultants other than
             normal increments in compensation in accordance with SJ Bancorp's
             and SJ Bank's established policies with respect to the timing and
             amounts of such increments. Without the prior written approval of
             GBCI, SJ Bancorp will not, and will cause SJ Bank not to, commit
             to, execute or deliver any employment agreement with any party not
             terminable without expense with two weeks notice.

     4.1.8   UPDATE OF FINANCIAL STATEMENTS. SJ Bancorp will deliver unaudited
             balance sheets and related statements of income and shareholders'
             equity for (i) SJ Bank for each month


                                      A-24



             ending after the Execution Date and before Closing or the
             Termination Date, as the case may be, within 15 days after each
             such month-end and (ii) SJ Bancorp on a parent-only basis for each
             quarter ending after the Execution Date and before Closing or the
             Termination Date. The Subsequent SJ Bancorp Financial Statements:

             (i)    will be prepared from the books and records of SJ Bancorp
                    and its Subsidiaries;

             (ii)   will present fairly the financial position and operating
                    results of SJ Bancorp and its Subsidiaries at the times
                    indicated and for the periods covered;

             (iii)  will be prepared in accordance with GAAP (except for the
                    absence of notes and exceptions from GAAP identified in
                    Section 3.1.5) and with the regulations promulgated by
                    applicable regulatory authorities, to the extent then
                    applicable; and

             (iv)   will reflect all liabilities, contingent or otherwise, of SJ
                    Bancorp and its Subsidiaries on the respective dates and for
                    the respective periods covered, except for liabilities: (1)
                    not required to be so reflected in accordance with GAAP or
                    (2) not significant in amount. All contingent liabilities
                    not recorded on the Subsequent SJ Bancorp Financial
                    Statements will be disclosed in writing to GBCI.

     4.1.9   UPDATE SCHEDULES. From the date of this Agreement until Closing, SJ
             Bancorp will promptly revise and supplement the Schedules to this
             Agreement prepared by or on behalf of SJ Bancorp or its
             Subsidiaries to ensure that such Schedules remain accurate and
             complete. Notwithstanding anything to the contrary contained
             herein, supplementation of such Schedules following the execution
             of this Agreement will not be deemed a modification of SJ Bancorp's
             representations or warranties contained in this Agreement.

     4.1.10  ACQUISITION PROPOSAL. SJ Bancorp agrees that neither it nor any of
             its Subsidiaries will, and SJ Bancorp will direct and use its best
             efforts to cause its and its Subsidiaries' directors, officers,
             employees, agents and representatives (including, without
             limitation, any investment banker, attorney or accountant retained
             by it or any of its Subsidiaries) not to, initiate, solicit,
             encourage or take any other action to facilitate any inquiries or
             the making of any proposal or offer (including, without limitation,
             any proposal or offer to shareholders of SJ Bancorp) with respect
             to an Acquisition Event (any such proposal or offer being
             hereinafter referred to as an "Acquisition Proposal") or, except to
             the extent legally required for the discharge by the board of
             directors of its fiduciary duties as advised in writing by such
             board's counsel, engage in any negotiations concerning, or provide
             any confidential information or data to any Person relating to, an
             Acquisition Proposal, or otherwise facilitate any effort or attempt
             to make or implement an Acquisition Proposal. SJ Bancorp and its
             Subsidiaries will immediately cease and cause to be terminated any
             existing activities, discussions or negotiations with any parties
             conducted heretofore with respect to any of the foregoing. SJ
             Bancorp will take the necessary steps to inform the appropriate
             individuals or entities referred to in the first sentence hereof of
             the obligations undertaken in this Section 4.1.10. SJ Bancorp will
             notify GBCI immediately if any such inquiries or proposals are
             received by, any such information is requested from, or any such
             negotiations are sought to be initiated or continued with SJ
             Bancorp or its Subsidiaries.


                                      A-25



     4.1.11  STATUS OF TITLE/LEASEHOLD INTERESTS. SJ Bancorp will use its
             reasonable best efforts to provide GBCI, no later than 30 days
             after the Execution Date, title reports for the Real Property
             issued by title insurance companies reasonably satisfactory to the
             parties (the "Title Companies"). These title reports must show the
             current status of title to the Real Property. Within 15 days after
             the date on which SJ Bancorp delivers all of the title reports to
             GBCI for its review, GBCI will inform SJ Bancorp in writing
             whether, and in what manner, it objects to any of the exceptions to
             title shown on any of the title reports. SJ Bancorp will, within 10
             days of the date on which it receives the written notice of
             objection from GBCI, inform GBCI if there are any objections that
             it is unable to remove at or prior to Closing. SJ Bancorp will not,
             however, be obligated to remove exceptions that are non-monetary
             exceptions that do not prohibit or materially interfere with the
             use of the properties as bank branch locations. At Closing, if
             requested by GBCI, SJ Bancorp will cause the Title Companies to
             provide GBCI with standard coverage title insurance policies issued
             with respect to each of the Properties, in an amount commensurate
             with the value of each such Property as agreed upon by GBCI and SJ
             Bancorp, dated as of the Effective Date, insuring fee title in GBCI
             or such subsidiary of GBCI, as so designated by GBCI, and that each
             such Real Property is unencumbered by any Liens, other than Liens
             for taxes not yet delinquent and other exceptions to title as set
             forth in the title reports as approved by GBCI.

     4.1.12  DIRECTORS' AND OFFICERS' LIABILITY. Before the Effective Date, SJ
             Bancorp will notify its directors' and officers' liability insurers
             of the Merger and of all pending or, to SJ Bancorp's Knowledge,
             threatened claims, actions, suits, proceedings or investigations
             asserted or claimed against any Person entitled to indemnification
             pursuant to Section 6.4 and known to SJ Bancorp, or circumstances
             reasonably deemed by GBCI to be likely to give rise thereto, in
             accordance with terms and conditions of the applicable policies.

     4.1.13  REVIEW OF LOANS. SJ Bancorp and SJ Bank will permit GBCI to conduct
             an examination of SJ Bank's loans to determine credit quality and
             the adequacy of its ALLL. GBCI will have continued access to SJ
             Bank's loans through Closing to update its examination. At GBCI's
             reasonable request, SJ Bank will provide GBCI with current reports
             updating the information set forth in Schedule 3.1.16.

     4.1.14  CONDUCT OF GBCI'S BUSINESS BEFORE CLOSING. GBCI will:

             (i)    provide SJ Bancorp with prompt written notice of any events,
                    individually or in the aggregate, that could have a Material
                    Adverse Effect with respect to GBCI;

             (ii)   conduct, and cause its Subsidiaries to conduct, their
                    respective businesses in compliance with all material
                    obligations and duties imposed on them by applicable federal
                    and state laws; and

             (iii)  maintain all books and records of it and its Subsidiaries,
                    including all financial statements, in accordance with such
                    accounting principles and practices consistent with those
                    used for the GBCI Financial Statements, except for changes
                    in such principles and practices required under GAAP.


                                      A-26



4.2  REGISTRATION STATEMENT.

     4.2.1   PREPARATION OF REGISTRATION STATEMENT.

             (i)    A Registration Statement on Form S-4 (together with any
                    amendments or supplements, the "Registration Statement")
                    will be filed by GBCI with the SEC under the Securities Act
                    for registration of the GBCI Shares to be issued in the
                    Merger, and the parties will prepare a related
                    prospectus/proxy statement ("Prospectus/Proxy Statement") to
                    be mailed, together with any amendments and supplements
                    thereto, to SJ Bancorp's shareholders.

             (ii)   The parties will cooperate with each other in preparing the
                    Registration Statement and Prospectus/Proxy Statement, and
                    will use their best efforts to obtain the clearance of the
                    SEC, any appropriate state securities regulators and any
                    other required regulatory approvals, to issue the
                    Prospectus/Proxy Statement.

             (iii)  Nothing will be included in the Registration Statement or
                    the Prospectus/Proxy Statement or any proxy solicitation
                    materials with respect to any party to this Agreement unless
                    approved by that party, which approval will not be
                    unreasonably withheld. When the Registration Statement
                    becomes effective, and at all times subsequent to such
                    effectiveness (up to and including the date of the SJ
                    Bancorp Meeting), all information set forth in the
                    Registration Statement that is or to be furnished by or on
                    behalf of GBCI relating to GBCI and by or on behalf of SJ
                    Bancorp relating to SJ Bancorp, (1) will comply in all
                    material respects with the provisions of the Securities Act
                    and any other applicable statutory or regulatory
                    requirements, and (2) will not contain any untrue statement
                    of a material fact or omit to state a material fact that is
                    required to be stated or necessary to make the statements in
                    the Registration Statement not misleading; provided,
                    however, that in no event will any party be liable for any
                    untrue statement of a material fact or omission to state a
                    material fact in the Registration Statement where such
                    statement or omission, as the case may be, was made in
                    reliance upon, and in conformity with, written information
                    concerning another party furnished by or on behalf of such
                    other party specifically for use in the Registration
                    Statement.

             (iv)   GBCI will pay all fees and costs associated with the
                    preparation by GBCI's counsel (and other professional
                    advisors) and the filing of the Registration Statement. SJ
                    Bancorp will pay all costs associated with its review and
                    preparation of the Registration Statement and the
                    Prospectus/Proxy Statement. SJ Bancorp will pay the costs
                    associated with the printing and mailing of the
                    Prospectus/Proxy Statement to its shareholders and any other
                    direct costs incurred by it in connection with the
                    Prospectus/Proxy Statement.

     4.2.2   SUBMISSION TO SHAREHOLDERS.

             (i)    GBCI and SJ Bancorp will submit the Prospectus/Proxy
                    Statement to, and will use their best efforts in good faith
                    to obtain the prompt approval of the Prospectus/Proxy
                    Statement by, all applicable regulatory authorities. The
                    parties will provide each other with copies of such
                    submissions for review.


                                      A-27




             (ii)   SJ Bancorp will promptly take the actions necessary in
                    accordance with applicable law and its Articles of
                    Incorporation and Bylaws to convene a shareholders' meeting
                    to consider the approval of this Agreement and to authorize
                    the transactions contemplated by this Agreement (such
                    meeting and any adjournment or postponement thereof, the "SJ
                    Bancorp Meeting"). The SJ Bancorp Meeting will be held on
                    the earliest practical date after the date the
                    Prospectus/Proxy Statement may first be sent to SJ Bancorp's
                    shareholders without objection by applicable governmental
                    authorities. SJ Bancorp's board of directors and officers
                    will recommend approval of the Merger to SJ Bancorp's
                    shareholders.

4.3  SUBMISSION TO REGULATORY AUTHORITIES. Representatives of GBCI will prepare
     and file with applicable regulatory agencies, applications for approvals,
     waivers or other actions deemed necessary or desirable, in the opinion of
     counsel, in order to consummate the Merger. GBCI will use its best efforts
     to file such regulatory applications within 30 days following the date of
     execution of this Agreement. GBCI will provide copies of such applications
     for review by SJ Bancorp prior to their submission to the applicable
     regulatory authorities. These applications are expected to include:

             (i)    An application to the Federal Reserve and related filings
                    regarding the Merger.

             (ii)   An application to the Colorado Banking Board and related
                    filings regarding the Merger.

             (iii)  Filings and coordination with the offices of the
                    Commissioner and Montana Secretary of State with respect to
                    the Merger.

4.4  PUBLIC ANNOUNCEMENTS. Subject to written advice of legal counsel with
     respect to legal requirements relating to public disclosure of matters
     related to the subject matter of this Agreement, the timing and content of
     any announcements, press releases or other public statements concerning the
     Merger will occur upon, and be determined by, the mutual consent of SJ
     Bancorp and GBCI.

4.5  CONSENTS. Each party to this Agreement will use its best efforts to obtain
     the timely consent or approval of any Person whose consent or approval is
     required in order to permit GBCI or Holdings and SJ Bancorp to consummate
     the Merger.

4.6  FURTHER ACTIONS. The parties to this Agreement will use their best efforts
     in good faith to make all such arrangements, do or cause to be done all
     such acts and things, and execute and deliver all such certificates and
     other instruments and documents as may be reasonably necessary or
     appropriate in order to consummate the Merger promptly.

4.7  NOTICE. The parties will provide each other with prompt written notice of:

             (i)    Any events that, individually or in the aggregate, can
                    reasonably be expected to have a Material Adverse Effect
                    with respect to them.

             (ii)   The commencement of any proceeding against any one or more
                    of them by or before any court or governmental agency that,
                    individually or in the aggregate, can reasonably be expected
                    to have a Material Adverse Effect with respect to any one or
                    more of them.


                                      A-28




             (iii)  In the case of SJ Bancorp and its Subsidiaries, the
                    acquisition of an ownership or leasehold interest in any
                    real property (except as disclosed in Schedule 3.1.6), as
                    specified in Section 4.1.2.

4.8  CONFIDENTIALITY. Subject to the requirements of law, each party will keep
     confidential, and will exercise its best efforts to cause its
     representatives to keep confidential, all information and documents
     obtained pursuant to this Agreement unless such information (i) is required
     by law to be disclosed, (ii) becomes available to such party from other
     sources not bound by a confidentiality obligation, (iii) is disclosed with
     prior written approval of the party to which such information pertains or
     is disclosed in a legal action between the parties relating to the Merger,
     or (iv) is or becomes public without fault of the subject party. If this
     Agreement is terminated or the Merger otherwise fails to be consummated,
     each party to this Agreement will promptly (i) return to the other all
     confidential documents obtained from them and (ii) not use or disclose any
     nonpublic information obtained under this Agreement or in connection with
     the Merger.

4.9  AVAILABILITY OF GBCI'S BOOKS, RECORDS AND PROPERTIES.

     (a)  GBCI will make its books, records, properties, contracts and documents
          available during business hours with reasonable advance notice to SJ
          Bancorp and its counsel, accountants and other representatives. These
          items will be open for inspection, audit and direct verification of
          loan or deposit balances and collateral receipts. GBCI will cooperate
          fully in any such inspection, audit, or direct verification
          procedures, and will make available all information reasonably
          required by or on behalf of GBCI.

     (b)  At SJ Bancorp's request, GBCI will request any third parties involved
          in the preparation or review of (1) GBCI Financial Statements or (2)
          any audits of GBCI's operations, loan portfolios or other assets, to
          disclose to SJ Bancorp the work papers or any similar materials
          related to these items.

4.10 BLUE SKY FILINGS. GBCI will use its best efforts to obtain, prior to the
     effective date of the Registration Statement, any necessary state
     securities laws or "Blue Sky" permits and approvals.

4.11 TAX TREATMENT. Neither GBCI and its Subsidiaries nor SJ Bancorp and its
     Subsidiaries will take or cause to be taken any action that would or could
     reasonably be expected to prevent the Merger from qualifying as a
     reorganization under Section 368(a) of the Code.

4.12 SJ BANCORP CLOSING CAPITAL AND DIVIDEND.

     4.12.1  ALLL Adjustment. Immediately prior to Closing, SJ Bank will add to
             its ALLL to cause the balance thereof to be $2,050,000 or such
             greater amount required by GBCI (the "ALLL Adjustment"); provided,
             however, that any amount in excess of $2,050,000 shall not be taken
             into account in calculating and shall be excluded for purposes of
             determining the SJ Bancorp Capital and the SJ Bancorp Closing
             Capital.

     4.12.2  Determination of SJ Bancorp Closing Capital. No later than the
             seventh (7th) Business Day before Closing, SJ Bancorp shall
             calculate in good faith the estimated SJ Bancorp Capital as of the
             Closing and shall provide GBCI with a copy of the proposed
             Subsequent SJ Bancorp Financial Statements for the month preceding
             the date of calculation (if not already provided in accordance with
             Section 4.1.8), together with internally prepared financial
             statements through the date of calculation, estimated retained
             earnings through the date of Closing, the impact of any pending
             adjustments required in the calculation of


                                      A-29



             the SJ Bancorp Capital, and any other documentation requested by
             GBCI for purposes of confirming the amount of such SJ Bancorp
             Capital. GBCI shall review such materials and, within two (2)
             Business Days following receipt thereof, notify SJ Bancorp as to
             whether GBCI accepts or disputes the amount of the SJ Bancorp
             Capital. If GBCI disputes such calculation, it shall describe in
             its notice the specific changes or adjustments that must be made.
             If GBCI and SJ Bancorp are unable to resolve such dispute through
             good faith negotiations within three (3) Business Days after
             delivery of GBCI's notice of objection, then the parties shall
             mutually engage and submit such dispute to, and the same shall be
             finally resolved by, an accounting firm that is mutually and
             reasonably acceptable to the parties (the "Independent
             Accountants"). The Independent Accountants shall determine and
             report in writing to GBCI and SJ Bancorp the resolution of such
             disputed matters and the effect of such determinations on the
             calculation of the SJ Bancorp Capital as of Closing, and such
             determinations shall be final, binding and conclusive unless GBCI
             and SJ Bancorp mutually agree upon an different amount. The SJ
             Bancorp Capital as of Closing, as determined and agreed upon in
             writing by GBCI and SJ Bancorp in accordance with this Section
             4.12.2, is the "SJ Bancorp Closing Capital." The fees and
             disbursements of the Independent Accountants shall be shared
             equally by GBCI, on the one hand, and SJ Bancorp, on the other
             hand, and with respect to SJ Bancorp's portion, shall be deducted
             from the SJ Bancorp Closing Capital.

     4.12.3  Payment of Dividend. To the extent the SJ Bancorp Closing Capital
             exceeds $11,350,000, SJ Bancorp may, effective immediately prior to
             the Effective Time, declare and pay a dividend to its shareholders
             in the amount of such excess.

4.13 BEST EFFORTS. Subject to the terms and conditions of this Agreement, each
     party will use its reasonable best efforts in good faith to take, or cause
     to be taken, all actions, and to do, or cause to be done, all things
     necessary, proper or desirable, or advisable under applicable laws, so as
     to permit consummation of the Merger by December 31, 2008, and in any case
     as early as possible, and to otherwise enable consummation of the
     transactions contemplated by this Agreement, subject to any delays
     resulting from SEC review or bank regulatory processing.

                                   SECTION 5.
                            APPROVALS AND CONDITIONS

5.1  REQUIRED APPROVALS. The obligations of the parties to this Agreement are
     subject to the approval of this Agreement and the Merger by all appropriate
     regulatory agencies having jurisdiction with respect thereto; provided,
     however, that no such consent or approval will have imposed any condition
     or requirement not normally imposed in such transactions that, in the
     opinion of GBCI, would deprive GBCI of the material economic or business
     benefits of the Merger.

5.2  CONDITIONS TO OBLIGATIONS OF GBCI. All obligations of GBCI pursuant to this
     Agreement are subject to satisfaction of the following conditions at or
     before Closing:

     5.2.1   REPRESENTATIONS AND WARRANTIES. The representations and warranties
             of SJ Bancorp contained in this Agreement or in any certificate or
             other instrument delivered in connection with this Agreement that
             are not qualified as to materiality will be true and correct in all
             material respects at Closing, and the representations and
             warranties of SJ Bancorp contained in this Agreement or in any
             certificate or other instrument delivered in connection with this
             Agreement that are qualified as to materiality will be true and


                                      A-30



             correct at Closing, all with the same force and effect as though
             such representations and warranties had been made on and as of
             Closing (except to the extent that such representations and
             warranties are by their express provisions made as of a specified
             date, in which case such representations and warranties will be
             true and correct in all material respects or true and correct, as
             the case may be, as of such date). SJ Bancorp will have delivered
             to GBCI a certificate to that effect, executed by a duly authorized
             officer of SJ Bancorp and dated as of Closing.

     5.2.2   COMPLIANCE. SJ Bancorp will have performed and complied, and will
             have caused SJ Bank to perform and comply, in all material respects
             with all terms, covenants and conditions of this Agreement on or
             before Closing. SJ Bancorp will have delivered to GBCI a
             certificate to that effect, executed by a duly authorized officer
             of SJ Bancorp and dated as of Closing.

     5.2.3   EFFECTIVENESS OF EMPLOYMENT AGREEMENT. The respective employment
             agreements referenced in Recital E to which Arthur C. Chase Jr. and
             John Stolfa are parties shall be in effect as of the Effective
             Date.

     5.2.4   CLOSING CAPITAL AND FINANCIAL STATEMENTS. SJ Bancorp will have
             delivered to GBCI the financial information set forth in Section
             4.12.2, and the parties will have agreed upon the amount of SJ
             Bancorp Closing Capital pursuant to the terms of Section 4.12.2.

     5.2.5   NO MATERIAL ADVERSE EFFECT. Since December 31, 2007, and since the
             date of this Agreement, there will have been no material damage,
             destruction or loss (whether or not covered by insurance) and no
             other event, individually or in the aggregate, constituting a
             Material Adverse Effect with respect to SJ Bancorp or SJ Bank.

     5.2.6   FINANCIAL CONDITION. The following will be true and the certificate
             of SJ Bancorp referred to in Section 5.2.2 will so state:

             (i)    In the opinion of the Executive Officers of SJ Bancorp and
                    SJ Bank, SJ Bank's ALLL, as adjusted for the ALLL
                    Adjustment, is adequate to absorb SJ Bank's anticipated loan
                    losses.

             (ii)   The SJ Bancorp Closing Capital will not be less than $11.2
                    million.

             (iii)  The aggregate deposits of SJ Bank, excluding (a)
                    certificates of deposit (or equivalents) of $100,000 or more
                    and (b) brokered deposits, will not be less than $90 million
                    at Closing.

     5.2.7   NO GOVERNMENTAL PROCEEDINGS. No action or proceeding will have been
             commenced or threatened by any governmental agency to restrain or
             prohibit or invalidate the Merger.

     5.2.8   OPINION OF COUNSEL. Counsel to SJ Bancorp will have delivered to
             GBCI a legal opinion in form and substance reasonably acceptable to
             SJ Bancorp and GBCI.

     5.2.9   REAL PROPERTY MATTERS. GBCI will have received the irrevocable
             commitments by the Title Companies to issue the policies required
             under Section 4.1.11.


                                      A-31




     5.2.10  CORPORATE AND SHAREHOLDER ACTION. Each of the following will have
             approved the Merger:

             (i)    The Boards of Directors of SJ Bancorp; and

             (ii)   The shareholders of SJ Bancorp.

     5.2.11  RESIGNATION OF DIRECTORS. The directors of SJ Bancorp will have
             tendered their written resignations from the Board of Directors, to
             be effective upon consummation of the Merger.

     5.2.12  TAX OPINION. GBCI will have, at GBCI's expense, obtained from
             Graham & Dunn PC and delivered to SJ Bancorp, an opinion addressed
             to SJ Bancorp and GBCI (subject to reasonable limitations,
             conditions and assumptions) substantially to the effect that:

             (i)    The Merger will qualify as a reorganization within the
                    meaning of IRC Section 368(a)(1)(A).

             (ii)   A holder of SJ Bancorp Common Stock who receives both GBCI
                    common stock and cash consideration in exchange for his, her
                    or its shares of SJ Bancorp Common Stock will recognize
                    gain, but not loss, in an amount equal to the lesser of (i)
                    the excess of the sum of the fair market value of GBCI
                    common stock and cash (excluding any cash received in lieu
                    of fractional shares) received by the holder in the exchange
                    over the holder's tax basis in the SJ Bancorp Common Stock
                    surrendered in the exchange, and (ii) the amount of cash
                    (excluding any cash received in lieu of fractional shares)
                    received by the holder in the exchange. Any gain recognized
                    by a holder who owns his, her or its shares of SJ Bancorp
                    Common Stock as a capital asset will be treated as capital
                    gain if the exchange is, with respect to the holder, either
                    "substantially disproportionate" or "not essentially
                    equivalent to a dividend," each within the meaning of IRC
                    Section 302(b). The gain will be long-term capital gain if
                    the shares of SJ Bancorp Common Stock were held for more
                    than one year.

                    The exchange will be "substantially disproportionate" with
                    respect to a holder of SJ Bancorp Common Stock if,
                    immediately after the Merger, the holder owns, actually and
                    constructively, less than 50% of the total combined voting
                    power of all classes of GBCI stock entitled to vote and less
                    than 80% of the percentage of GBCI common stock actually and
                    constructively owned by the holder immediately before the
                    Merger. For purposes of the foregoing determination, the
                    holder is treated as if (i) all its shares of SJ Bancorp
                    Common Stock were first exchanged in the Merger for shares
                    of GBCI common stock, and (ii) a portion of those shares of
                    GBCI common stock were then redeemed for the cash actually
                    received in the Merger ("hypothetical exchange and
                    redemption").

                    Whether the exchange will be "not essentially equivalent to
                    a dividend" with respect to a holder of SJ Bancorp Common
                    Stock will depend upon the holder's particular facts and
                    circumstances. At minimum, however, there must be a
                    "meaningful reduction" in the holder's actual and
                    constructive percentage ownership of GBCI Shares as a result
                    of the hypothetical exchange and redemption. The Internal
                    Revenue Service has ruled that a reduction in the stock
                    ownership of a minority shareholder who owns a small number
                    of shares in a


                                      A-32



                    publicly held corporation, and who exercises no control over
                    the affairs of the corporation, will be treated as a
                    meaningful reduction.

             (iii)  The aggregate tax basis of GBCI common stock received by a
                    holder of SJ Bancorp Common Stock in the Merger (before
                    reduction by the basis in any fractional share that the
                    holder is deemed to receive and exchange for cash) will be
                    equal to the aggregate tax basis of the holder in the shares
                    of SJ Bancorp Common Stock surrendered in the Merger,
                    increased by the amount of any taxable gain recognized by
                    the holder (other than gain recognized as a result of cash
                    received in lieu of a fractional share), and decreased by
                    the amount of any cash received in the Merger (other than
                    cash received in lieu of a fractional share).

             (iv)   The holding period of GBCI common stock received by a holder
                    of SJ Bancorp Common Stock in the Merger will include the
                    period during which the shares of SJ Bancorp Common Stock
                    surrendered in the exchange were held as a capital asset as
                    of the date of the Merger.

             (v)    If a holder of SJ Bancorp Common Stock receives cash in lieu
                    of a fractional share interest in such common stock in the
                    Merger, the holder will be treated as having received a
                    fractional share of GBCI common stock and having immediately
                    exchanged that fractional share for cash in a taxable
                    redemption by GBCI.

     5.2.13  FAIRNESS OPINION. SJ Bancorp will have received from Sandler
             O'Neill an updated fairness opinion, dated on or about the date on
             which the Prospectus/Proxy Statement is distributed to SJ Bancorp's
             shareholders, to the effect that the Merger Consideration to be
             received by SJ Bancorp shareholders is fair to such shareholders
             from a financial point of view.

     5.2.14  REGISTRATION STATEMENT. The Registration Statement, as it may have
             been amended, required in connection with the GBCI Shares, and as
             described in Section 4.2, will have become effective, and no stop
             order suspending the effectiveness of such Registration Statement
             will have been issued or remains in effect, and no proceedings for
             that purpose will have been initiated or threatened by the SEC, the
             basis for which still exists.

     5.2.15  NO CHANGE IN LOAN REVIEW. SJ Bancorp will have provided to GBCI the
             reports reasonably requested by GBCI under Section 4.1.13, and
             neither these reports nor any examinations conducted by GBCI under
             Section 4.1.13 will have revealed a change in either: (i) the
             information set forth in Schedule 3.1.16 or (ii) information
             revealed during GBCI's previous examinations of SJ Bank's loans, in
             either case which change constitutes a Material Adverse Effect.

5.3  CONDITIONS TO OBLIGATIONS OF SJ BANCORP. All obligations of SJ Bancorp
     pursuant to this Agreement are subject to satisfaction of the following
     conditions at or before Closing:

     5.3.1   REPRESENTATIONS AND WARRANTIES. The representations and warranties
             of GBCI contained in this Agreement or in any certificate or other
             instrument delivered in


                                      A-33




             connection with this Agreement that are not qualified as to
             materiality will be true and correct in all material respects at
             Closing, and the representations and warranties of GBCI contained
             in this Agreement or in any certificate or other instrument
             delivered in connection with this Agreement that are qualified as
             to materiality will be true and correct at Closing, all with the
             same force and effect as though such representations and warranties
             had been made on and as of Closing (except to the extent that such
             representations and warranties are by their express provisions made
             as of a specified date, in which case such representations and
             warranties will be true and correct in all material respects or
             true and correct, as the case may be, as of such date). GBCI will
             have delivered to SJ Bancorp a certificate to that effect, executed
             by a duly authorized officer of GBCI and dated as of Closing.

     5.3.2   COMPLIANCE. GBCI will have performed and complied with all terms,
             covenants and conditions of this Agreement on or before Closing.
             GBCI will have delivered to SJ Bancorp a certificate to that
             effect, executed by a duly authorized officer of GBCI and dated as
             of Closing.

     5.3.3   NO GOVERNMENTAL PROCEEDINGS. No action or proceeding will have been
             commenced or threatened by any governmental agency to restrain or
             prohibit or invalidate the Merger.

     5.3.4   NO MATERIAL ADVERSE EFFECT. Since December 31, 2007, there will
             have been no material damage, destruction or loss (whether or not
             covered by insurance) and no other event, individually or in the
             aggregate, constituting a Material Adverse Effect with respect to
             GBCI.

     5.3.5   TAX OPINION. The tax opinion specified in Section 5.2.12 will have
             been delivered to SJ Bancorp in form and substance reasonably
             acceptable to SJ Bancorp and its advisors.

     5.3.6   CORPORATE ACTION. The Board of Directors of GBCI will have approved
             the Merger:

     5.3.7   REGISTRATION STATEMENT. The Registration Statement will have become
             effective as specified in Section 5.2.14.

     5.3.8   BLUE SKY FILINGS. GBCI will have received the state securities laws
             or "Blue Sky" permits and approvals specified in Section 4.10.

     5.3.9   PAYMENTS TO THE EXCHANGE AGENT. GBCI will have deposited the Merger
             Consideration with the Exchange Agent.

     5.3.10  APPROVAL OF SJ BANCORP SHAREHOLDERS. The shareholders of SJ Bancorp
             will have approved the Merger by at least a two-thirds majority of
             all outstanding shares of SJ Bancorp as required by the Articles of
             Incorporation of SJ Bancorp.

     5.3.11  FAIRNESS OPINION. SJ Bancorp will have received from Sandler
             O'Neill an updated fairness opinion, dated on or about the date on
             which the Prospectus/Proxy Statement is distributed to SJ Bancorp's
             shareholders, to the effect that the Merger Consideration to be
             received by SJ Bancorp shareholders is fair to such shareholders
             from a financial point of view.

     5.3.12  CLOSING CAPITAL AND FINANCIAL CONDITION. The parties will have
             agreed upon the amount of SJ Bancorp Closing Capital pursuant to
             the terms of Section 4.12.1, and the SJ Bancorp Closing Capital
             will not be less than $11.2 million.


                                      A-34



                                   SECTION 6.
                        DIRECTORS, OFFICERS AND EMPLOYEES

6.1  DIRECTOR AND SHAREHOLDER AGREEMENTS. As a condition to the execution of
     this Agreement, the directors described in Recital F have entered into the
     written agreements described in Recital F on or before the Execution Date.
     Such agreements will take effect at the Effective Date unless otherwise
     noted in the applicable agreement.

6.2  OFFICER'S EMPLOYMENT CONTRACT. As a condition to the execution of this
     Agreement, the employment agreements described in Recital E have been
     executed on or before the Execution Date. Such agreements will take effect
     at the Effective Date unless otherwise noted in the applicable agreement.

6.3  EMPLOYEE BENEFIT ISSUES.

     6.3.1   COMPARABILITY OF BENEFITS. GBCI intends that its current personnel
             policies will apply to any current employees of SJ Bancorp and SJ
             Bank who are retained after Closing. Such retained employees will
             be eligible to participate in all of the benefit plans of GBCI that
             are generally available to similarly situated employees of GBCI in
             accordance with and subject to the terms of such plans.

     6.3.2   TREATMENT OF PAST SERVICE. For purposes of such participation,
             current employees' prior service with SJ Bancorp and/or SJ Bank
             will constitute prior service with GBCI for purposes of determining
             eligibility and vesting (including but not limited to vacation time
             and participation and benefits under the GBCI Severance Plan for
             Employees in effect at the time of any termination).

     6.3.3   NO CONTRACT CREATED. Nothing in this Agreement will give any
             employee a right to continuing employment.

6.4  INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS. For a period of four
     (4) years from and after the Effective Date, GBCI will indemnify and defend
     each present and former director and officer of SJ Bancorp and SJ Bank from
     and against any and all claims, losses, liabilities, judgments, fines,
     damages, costs, and expenses (including reasonable attorneys' fees)
     incurred in connection with any claim, action, suit, proceeding or
     investigation, whether civil, criminal, administrative, or investigative,
     arising out of actions or omissions accruing at or prior to the Effective
     Date, including, without limitation, the Merger contemplated by this
     Agreement, to the fullest extent that SJ Bancorp and/or SJ Bank is
     currently permitted to indemnify (and advance expenses to) its directors
     and officers under applicable law, including federal banking law, and under
     their respective articles of incorporation or bylaws in effect at the date
     of this Agreement. Any determination required to be made with respect to
     whether an officer's or director's conduct complies with the standard set
     forth under SJ Bancorp's or SJ Bank's articles of incorporation or bylaws
     will be made by independent counsel (which will not be counsel that
     provides any services to GBCI or any of its Subsidiaries) selected by GBCI
     and reasonably acceptable to such officer or director. For a period of four
     (4) years after the Effective Date, GBCI will use reasonable efforts to
     cause to be maintained in effect (with reputable and financially sound
     insurers) director and officer liability insurance substantially similar to
     that maintained by GBCI with respect to claims arising from facts or events
     that occurred before the Effective Date.


                                      A-35



                                   SECTION 7.
             TERMINATION OF AGREEMENT AND ABANDONMENT OF TRANSACTION

7.1  TERMINATION BY REASON OF LAPSE OF TIME. If Closing does not occur on or
     before the Termination Date, either GBCI or SJ Bancorp may terminate this
     Agreement and the Merger if both of the following conditions are satisfied:

     (a)  the terminating party's board of directors decides to terminate by a
          majority vote of all of its members; and

     (b)  the terminating party delivers to the other party written notice that
          its board of directors has voted in favor of termination.

7.2  OTHER GROUNDS FOR TERMINATION. This Agreement and the Merger may be
     terminated at any time before Closing (whether before or after applicable
     approval of this Agreement by SJ Bancorp's shareholders, unless otherwise
     provided) as follows:

     7.2.1   MUTUAL CONSENT. By mutual consent of SJ Bancorp and GBCI, if the
             board of directors of each party agrees to terminate by a majority
             vote of all of its members.

     7.2.2   NO REGULATORY APPROVALS. By either party, if the regulatory
             approvals required by Section 5.1 are denied (or if any such
             required approval is conditioned on a substantial deviation from
             the Merger); provided, however, that either party will have fifteen
             (15) Business Days following receipt of such denial to appeal the
             decision, and if such appeal is timely made, either party will have
             sixty (60) days to prosecute diligently and overturn such denial,
             and such other party may not terminate this Agreement pursuant to
             this Section 7.2.2 during such period of time; provided further,
             however, either party shall be entitled to terminate this Agreement
             pursuant to Section 7.1 during such period of time.

     7.2.3   BREACH OF REPRESENTATION. By either party (provided that the
             terminating party is not then in material breach of any of its
             representations, warranties, agreements or covenants in this
             Agreement if they are not qualified as to materiality and is not
             then in breach of any of its representations, warranties,
             agreements or covenants in this Agreement if they are qualified as
             to materiality) if there has been a material breach of any of the
             representations or warranties set forth in this Agreement that are
             not qualified as to materiality or a breach of any of the
             representations or warranties set forth in this Agreement that are
             qualified as to materiality on the part of the other party, which
             breach is not cured within thirty days following written notice to
             the party committing such breach, or which breach, by its nature,
             cannot be cured prior to the end of such thirty day period;
             provided, however, that neither party will have the right to
             terminate this Agreement pursuant to this Section 7.2.3 unless the
             breach of such representation or warranty, together with any other
             such breaches, would entitle the party receiving such
             representation not to consummate the transactions contemplated
             hereby under Section 5.2.1 (in the case of a breach of a
             representation or warranty by SJ Bancorp) or Section 5.3.1 (in the
             case of a breach of a representation or warranty by GBCI). In the
             event of termination pursuant to this Section 7.2.3, the
             terminating party will be entitled to receive from the other party
             the Termination Fee.

     7.2.4   BREACH OF COVENANT. By either party (provided that the terminating
             party is not then in material breach of any of its representations,
             warranties, agreements or covenants in this Agreement if they are
             not qualified as to materiality and is not then in breach of any of
             its


                                      A-36



             representations, warranties, agreements or covenants in this
             Agreement if they are qualified as to materiality) if there has
             been a material breach of any of the covenants or agreements set
             forth in this Agreement that are not qualified as to materiality or
             a breach of any of the covenants or agreements set forth in this
             Agreement that are qualified as to materiality on the part of the
             other party, which breach is not cured within thirty days following
             written notice to the party committing such breach, or which
             breach, by its nature, cannot be cured prior to the end of such
             thirty day period. In the event of termination pursuant to this
             Section 7.2.4, the terminating party will be entitled to receive
             from the other party the Termination Fee; provided, however, that
             GBCI will not be entitled to collect the Termination Fee in the
             event of a breach of Section 4.1.11 caused by SJ Bancorp's
             inability (after good faith effort) to remove exceptions to title
             as provided for in that section.

     7.2.5   FAILURE TO RECOMMEND OR OBTAIN SHAREHOLDER APPROVAL. By GBCI
             (provided that GBCI is not then in material breach of any of its
             representations, warranties, covenants or other agreements in this
             Agreement), if (a) SJ Bancorp's Board of Directors (i) fails to
             recommend to its shareholders the approval of the Merger or (ii)
             modifies, withdraws or changes in a manner adverse to GBCI its
             recommendation to shareholders to approve the Merger; or (b)
             regardless of whether SJ Bancorp's Board of Directors recommends to
             its shareholders the approval of the Merger, SJ Bancorp's
             shareholders elect not to approve the Merger.

     7.2.6   IMPRACTICABILITY. By either GBCI or SJ Bancorp, upon written notice
             given to the other party, if the board of directors of the party
             seeking termination under this Section 7.2.6 has determined in its
             sole judgment, made in good faith and after due consideration and
             consultation with counsel, that the Merger has become inadvisable
             or impracticable by reason of actions taken by the federal
             government or the governments of the States of Montana or Colorado
             to restrain or invalidate the Merger or this Agreement.

     7.2.7   DISSENTING SHARES. By GBCI, if holders of 10% or more of the
             outstanding shares of SJ Bancorp Common Stock are Proposed
             Dissenting Shares.

     7.2.8   SUPERIOR PROPOSAL - TERMINATION BY SJ BANCORP. By the board of
             directors of SJ Bancorp upon written notice to GBCI if such board
             of directors has in good faith determined that a Takeover Proposal
             constitutes a Superior Proposal; provided, however, that SJ Bancorp
             may not terminate this Agreement pursuant to this Section 7.2.8
             unless (i) it has not breached Section 4.1.10, (ii) subsequent to
             delivering such notice of termination, it intends to enter into a
             letter of intent, acquisition agreement or similar agreement
             relating to such Superior Proposal, (iii) it has provided GBCI at
             least five (5) days' prior written notice advising GBCI that the
             board of directors of SJ Bancorp is prepared to accept a Superior
             Proposal and has given GBCI, if it so elects, an opportunity to
             amend the terms of this Agreement (and negotiated with GBCI in good
             faith with respect to such terms) in such a manner as would enable
             SJ Bancorp's board of directors to proceed with the Merger, and
             (iv) simultaneously upon entering into such letter of intent,
             acquisition agreement or similar agreement relating to such
             Superior Proposal referred to in clause (ii), it delivers to GBCI
             the Break-Up Fee.

     7.2.9   SUPERIOR PROPOSAL - TERMINATION BY GBCI. By GBCI upon written
             notice to SJ Bancorp if (i) an Acquisition Event will have occurred
             or (ii) a third party will have made a proposal to SJ Bancorp or
             its shareholders to engage in or entered into an agreement


                                      A-37



          with respect to an Acquisition Event, and this Agreement and the
          Merger are not approved at the SJ Bancorp Meeting.

7.3  TERMINATION FEE PAYABLE BY SJ BANCORP. Due to expenses, direct and
     indirect, incurred by GBCI in negotiating and executing this Agreement and
     in taking steps to effect the Merger, SJ Bancorp will pay to GBCI $200,000
     (the "Termination Fee") if GBCI terminates this Agreement pursuant to
     Sections 7.2.3 (breach of representation) or 7.2.4 (breach of covenant). If
     the Termination Fee becomes payable pursuant to this Section 7.3, it will
     be payable on GBCI's demand and must be paid by SJ Bancorp within three
     Business Days following the date of GBCI's demand.

7.4  TERMINATION FEE PAYABLE BY GBCI. Due to expenses, direct and indirect,
     incurred by SJ Bancorp in negotiating and executing this Agreement and in
     taking steps to effect the Merger, GBCI will pay to SJ Bancorp the
     Termination Fee if SJ Bancorp terminates this Agreement pursuant to
     Sections 7.2.3 (breach of representation) or 7.2.4 (breach of covenant). If
     the Termination Fee becomes payable pursuant to this Section 7.4, it will
     be payable on SJ Bancorp's demand and must be paid by GBCI within three
     Business Days following the date of SJ Bancorp's demand.

7.5  BREAK-UP FEE. If this Agreement is terminated pursuant to Section 7.2.5(a)
     (Failure to Recommend), Section 7.2.8 (Superior Proposal - Termination by
     SJ Bancorp), or Section 7.2.9(i) (Superior Proposal - Termination by GBCI -
     Immediate Acquisition Event), then SJ Bancorp will immediately pay to GBCI
     $1,000,000 (the "Break-Up Fee"). If this Agreement is terminated pursuant
     to Section 7.2.9(ii) (Superior Proposal - Termination by GBCI -Subsequent
     Acquisition Event) and prior to or within six months after such
     termination, SJ Bancorp or SJ Bank enters into an agreement, or publicly
     announces an intention, to engage in an Acquisition Event, or within twelve
     months after such termination an Acquisition Event will have occurred, then
     SJ Bancorp will promptly pay to GBCI the Break-Up Fee.

7.6  COST ALLOCATION UPON TERMINATION. In connection with the termination of
     this Agreement under this Section 7, except as provided in Sections 7.3 and
     7.4, GBCI and SJ Bancorp will each pay its own out-of-pocket costs incurred
     in connection with this Agreement and will have no other liability to the
     other party. The parties agree that the agreements herein with respect to
     the Termination are integral parts of the transactions contemplated by this
     Agreement and constitute liquidated damages and not a penalty.

                                   SECTION 8.
                                  MISCELLANEOUS

8.1  NOTICES. Any notice, request, instruction or other document to be given
     under this Agreement will be in writing and will be delivered personally or
     sent by registered or certified mail or overnight Federal Express service,
     postage prepaid, addressed as follows:

          GBCI:             Glacier Bancorp, Inc.
                            49 Commons Loop
                            Kalispell, Montana 59901
                            Attn: Michael J. Blodnick
                                  President and CEO


                                      A-38



          with a copy to:   Graham & Dunn PC
                            Pier 70
                            2801 Alaskan Way Suite 300
                            Seattle, Washington 98121-1128
                            Attn: Stephen M. Klein, Esq.
                                  Kumi Y. Baruffi, Esq.

          SJ Bancorp:       Bank of the San Juans Bancorporation
                            144 E. 8th Street
                            Durango, Colorado 81301
                            Attn: Arthur C. Chase Jr.
                                  President and CEO; and
                                  Thomas Melchior
                                  Chairman

          with a copy to:   Rothgerber Johnson & Lyons L.L.P.
                            1200 Seventeenth Street, Suite 3000
                            Denver, Colorado 80202
                            Attn: Kevin M. Kelly, Esq.
                                  Tennyson W. Grebenar, Esq.

     or to such other address or person as any party may designate by written
     notice to the other given under this Section.

8.2  WAIVERS AND EXTENSIONS. Subject to Section 9, GBCI or SJ Bancorp may grant
     waivers or extensions to the other party, but only through a written
     instrument executed by the President and/or CEO of the party granting the
     waiver or extension. Waivers or extensions that do not comply with the
     preceding sentence are not effective. In accordance with this Section 8.2,
     a party may extend the time for the performance of any of the obligations
     or other acts of any other party, and may waive:

     (a)  any inaccuracies of any other party in the representations and
          warranties contained in this Agreement or in any document delivered in
          connection with this Agreement;

     (b)  compliance with any of the covenants of any other party; and

     (c)  any other party's performance of any obligations under this Agreement
          and any other condition precedent set out in Section 5.

8.3  CONSTRUCTION AND EXECUTION IN COUNTERPARTS. Except as otherwise expressly
     provided in this Agreement, this Agreement: (i) covers the entire
     understanding of the Parties, and no modification or amendment of its terms
     or conditions will be effective unless in writing and signed by the Parties
     or their respective duly authorized agents; (ii) will not be interpreted by
     reference to any of the titles or headings to the Sections or Subsections
     of this Agreement, which have been inserted for convenience only and are
     not deemed a substantive part of this Agreement; (iii) is deemed to include
     all amendments to this Agreement, each of which is made a part of this
     Agreement by this reference; and (iv) may be executed in one or more
     counterparts, each of which will be deemed an original, but all of which
     taken together will constitute one and the same


                                      A-39



     document. References in this Agreement to Recitals, Sections, Subsections
     or Schedules are references to the Recitals, Sections, Subsections and
     Schedules of and to this Agreement unless expressly stated otherwise.

8.4  SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND COVENANTS. Except as set forth
     below, the representations, warranties, agreements and covenants set forth
     in this Agreement will not survive Closing or termination of this
     Agreement, except that (1) Section 4.8 (Confidentiality), Sections 7.3 and
     7.4 (Termination-Related Fees), Section 7.7 (Break-Up Fee), Section 7.6
     (Cost Allocation Upon Termination), and Sections 8.3 through 8.8 will
     survive termination; and (2) the covenants and other agreements in this
     Agreement that impose duties or obligations on the parties following
     Closing, including Section 6.3 (Employee Benefit Issues) and Section 6.4
     (Indemnification), will survive Closing. Except as specifically set forth
     in the preceding sentences, none of the representations, warranties,
     agreements or covenants contained in this Agreement shall survive Closing,
     and neither GBCI nor SJ Bancorp shall have any rights or remedies after
     Closing with respect to any breach of any such representations, warranties,
     agreements or covenants.

8.5  ATTORNEYS' FEES AND COSTS. In the event of any dispute or litigation with
     respect to the terms and conditions or enforcement of rights or obligations
     arising by reason of this Agreement or the Merger, the substantially
     prevailing party in any such litigation will be entitled to reimbursement
     from the other party of its costs and expenses, including reasonable
     attorneys' fees.

8.6  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. Any
     arbitration or related proceedings will take place in the City and County
     of Denver, Colorado.

8.7  GOVERNING LAW AND VENUE. This Agreement will be governed by and construed
     in accordance with the laws of the State of Delaware, except to the extent
     that federal law may govern certain matters. The parties must bring any
     legal proceeding arising out of this Agreement in federal court in the City
     and County of Denver, Colorado. Each party consents to and submits to the
     jurisdiction of any such federal court.

8.8  SEVERABILITY. If a court determines that any term of this Agreement is
     invalid or unenforceable under applicable law, the remainder of this
     Agreement will not be affected thereby, and each remaining term will
     continue to be valid and enforceable to the fullest extent permitted by
     law.

8.9  NO ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
     obligations under this Agreement may be assigned by any of the parties
     (whether by operation of law or otherwise) without the prior written
     consent of the other parties. Subject to the preceding sentence, this
     Agreement will be binding upon, inure to the benefit of and be enforceable
     by the parties and their respective successors and assigns. Except as
     otherwise expressly provided, this Agreement


                                      A-40



     (including the documents and instruments referred to in this Agreement) is
     not intended to confer upon any person other than the parties any rights or
     remedies under this Agreement.

                                   SECTION 9.
                                   AMENDMENTS

     Subject to applicable law, this Agreement and the form of any attached
Exhibit or Schedule may be amended upon authorization of the boards of directors
of the parties, whether before or after the SJ Bancorp Meeting; provided,
however, that after approval by SJ Bancorp's shareholders, no amendment will be
made changing the form or reducing the amount of consideration to be received by
the shareholders of SJ Bancorp without the further approval of such
shareholders. All amendments, modifications, extensions and waivers must be in
writing and signed by the party agreeing to the amendment, modification,
extension or waiver.

                            [signatures on next page]


                                      A-41


This Plan and Agreement of Merger is dated as of the 19th day of August, 2008.

                                        GLACIER BANCORP, INC.


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


                                        BANK OF THE SAN JUANS BANCORPORATION


                                        By: /s/ Arthur C. Chase Jr.
                                            ------------------------------------
                                            Arthur C. Chase Jr., President
                                            and CEO


                                      A-42



STATE OF COLORADO    )
                     ) ss.
COUNTY OF LA PLATA   )

     On this 19th day of August, 2008, before me personally appeared Michael J.
Blodnick, to me known to be the President and CEO of GLACIER BANCORP, INC., a
corporation that executed the foregoing instrument, who acknowledged said
instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes mentioned there, and who stated on oath that he was
authorized to execute said instrument, and that the seal affixed (if any) was
the official seal of said corporation.

     IN WITNESS OF THE FOREGOING, I have set my hand and official seal to this
document as of the day and year first written above.


                                        /s/ John N. Stolfa
                                        ----------------------------------------
                                        NOTARY PUBLIC in and for the State of
                                        Colorado, residing at 144 E. 8th St.,
                                        Durango, CO 81301
                                        My Commission expires: 6-14-2009

STATE OF COLORADO    )
                     ) ss.
COUNTY OF LA PLATA   )

     On this 19th day of August, 2008, before me personally appeared Arthur C.
Chase Jr., to me known to be the President and CEO of BANK OF THE SAN JUANS
BANCORPORATION, a corporation that executed the foregoing instrument, who
acknowledged said instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes mentioned there, and who stated on oath
that he was authorized to execute said instrument, and that the seal affixed (if
any) was the official seal of said corporation.

     IN WITNESS OF THE FOREGOING, I have set my hand and official seal to this
document as of the day and year first written above.


                                        /s/ John N. Stolfa
                                        ----------------------------------------
                                        NOTARY PUBLIC in and for the State of
                                        Colorado, residing at 144 E. 8th St.,
                                        Durango, CO 81301
                                        My Commission expires: 6-14-2009


                                      A-43



                                                                      APPENDIX B

                         COLORADO BUSINESS CORPORATIONS
                         ARTICLE 113. DISSENTERS' RIGHTS

                  PART 1. RIGHT OF DISSENT--PAYMENT FOR SHARES

Section 7-113-101. DEFINITIONS

For purposes of this article:

(1) "Beneficial shareholder" means the beneficial owner of shares held in a
voting trust or by a nominee as the record shareholder.

(2) "Corporation" means the issuer of the shares held by a dissenter before the
corporate action, or the surviving or acquiring domestic or foreign corporation,
by merger or share exchange of that issuer.

(3) "Dissenter" means a shareholder who is entitled to dissent from corporate
action under section 7-113-102 and who exercises that right at the time and in
the manner required by part 2 of this article.

(4) "Fair value", with respect to a dissenter's shares, means the value of the
shares immediately before the effective date of the corporate action to which
the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action except to the extent that exclusion would
be inequitable.

(5) "Interest" means interest from the effective date of the corporate action
until the date of payment, at the average rate currently paid by the corporation
on its principal bank loans or, if none, at the legal rate as specified in
section 5-12-101, C.R.S.

(6) "Record shareholder" means the person in whose name shares are registered in
the records of a corporation or the beneficial owner of shares that are
registered in the name of a nominee to the extent such owner is recognized by
the corporation as the shareholder as provided in section 7-107-204.

(7) "Shareholder" means either a record shareholder or a beneficial shareholder.

Section 7-113-102. RIGHT TO DISSENT

(1) A shareholder, whether or not entitled to vote, is entitled to dissent and
obtain payment of the fair value of the shareholder's shares in the event of any
of the following corporate actions:

(a) Consummation of a plan of merger to which the corporation is a party if:

(I) Approval by the shareholders of that corporation is required for the merger
by section 7-111-103 or 7-111-104 or by the articles of incorporation; or

(II) The corporation is a subsidiary that is merged with its parent corporation
under section 7-111-104;

(b) Consummation of a plan of share exchange to which the corporation is a party
as the corporation whose shares will be acquired;


                                       B-1



(c) Consummation of a sale, lease, exchange, or other disposition of all, or
substantially all, of the property of the corporation for which a shareholder
vote is required under section 7-112-102(1); and

(d) Consummation of a sale, lease, exchange, or other disposition of all, or
substantially all, of the property of an entity controlled by the corporation if
the shareholders of the corporation were entitled to vote upon the consent of
the corporation to the disposition pursuant to section 7-112-102(2).

(e) Consummation of a conversion in which the corporation is the converting
entity as provided in section 7-90-206(2).

(1.3) A shareholder is not entitled to dissent and obtain payment, under
subsection (1) of this section, of the fair value of the shares of any class or
series of shares which either were listed on a national securities exchange
registered under the federal "Securities Exchange Act of 1934", as amended,
[FN1] or on the national market system of the national association of securities
dealers automated quotation system, or were held of record by more than two
thousand shareholders, at the time of:

(a) The record date fixed under section 7-107-107 to determine the shareholders
entitled to receive notice of the shareholders' meeting at which the corporate
action is submitted to a vote;

(b) The record date fixed under section 7-107-104 to determine shareholders
entitled to sign writings consenting to the corporate action; or

(c) The effective date of the corporate action if the corporate action is
authorized other than by a vote of shareholders.

(1.8) The limitation set forth in subsection (1.3) of this section shall not
apply if the shareholder will receive for the shareholder's shares, pursuant to
the corporate action, anything except:

(a) Shares of the corporation surviving the consummation of the plan of merger
or share exchange;

(b) Shares of any other corporation which at the effective date of the plan of
merger or share exchange either will be listed on a national securities exchange
registered under the federal "Securities Exchange Act of 1934", as amended, or
on the national market system of the national association of securities dealers
automated quotation system, or will be held of record by more than two thousand
shareholders;

(c) Cash in lieu of fractional shares; or

(d) Any combination of the foregoing described shares or cash in lieu of
fractional shares.

(2) Deleted by Laws 1996, H.B.96-1285, Section 30, eff. June 1, 1996.

(2.5) A shareholder, whether or not entitled to vote, is entitled to dissent and
obtain payment of the fair value of the shareholder's shares in the event of a
reverse split that reduces the number of shares owned by the shareholder to a
fraction of a share or to scrip if the fractional share or scrip so created is
to be acquired for cash or the scrip is to be voided under section 7-106-104.

(3) A shareholder is entitled to dissent and obtain payment of the fair value of
the shareholder's shares in the event of any corporate action to the extent
provided by the bylaws or a resolution of the board of directors.


                                       B-2



(4) A shareholder entitled to dissent and obtain payment for the shareholder's
shares under this article may not challenge the corporate action creating such
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.

     [FN1] 15 U.S.C.A. Section 78a et seq.

Section 7-113-103. DISSENT BY NOMINEES AND BENEFICIAL OWNERS

(1) A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in the record shareholder's name only if the record
shareholder dissents with respect to all shares beneficially owned by any one
person and causes the corporation to receive written notice which states such
dissent and the name, address, and federal taxpayer identification number, if
any, of each person on whose behalf the record shareholder asserts dissenters'
rights. The rights of a record shareholder under this subsection (1) are
determined as if the shares as to which the record shareholder dissents and the
other shares of the record shareholder were registered in the names of different
shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to the shares held
on the beneficial shareholder's behalf only if:

(a) The beneficial shareholder causes the corporation to receive the record
shareholder's written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights; and

(b) The beneficial shareholder dissents with respect to all shares beneficially
owned by the beneficial shareholder.

(3) The corporation may require that, when a record shareholder dissents with
respect to the shares held by any one or more beneficial shareholders, each such
beneficial shareholder must certify to the corporation that the beneficial
shareholder and the record shareholder or record shareholders of all shares
owned beneficially by the beneficial shareholder have asserted, or will timely
assert, dissenters' rights as to all such shares as to which there is no
limitation on the ability to exercise dissenters' rights. Any such requirement
shall be stated in the dissenters' notice given pursuant to section 7-113-203.

              PART 2. PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

Section 7-113-201. NOTICE OF DISSENTERS' RIGHTS

(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is submitted to a vote at a shareholders' meeting, the notice of the
meeting shall be given to all shareholders, whether or not entitled to vote. The
notice shall state that shareholders are or may be entitled to assert
dissenters' rights under this article and shall be accompanied by a copy of this
article and the materials, if any, that, under articles 101 to 117 of this
title, are required to be given to shareholders entitled to vote on the proposed
action at the meeting. Failure to give notice as provided by this subsection (1)
shall not affect any action taken at the shareholders' meeting for which the
notice was to have been given, but any shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding payment
for the shareholder's shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202(1).

(2) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized without a meeting of shareholders pursuant to section
7-107-104, any written or oral solicitation of a shareholder to execute a
writing consenting to such action contemplated in section 7-107- 104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters' rights


                                       B-3



under this article, by a copy of this article, and by the materials, if any,
that, under articles 101 to 117 of this title, would have been required to be
given to shareholders entitled to vote on the proposed action if the proposed
action were submitted to a vote at a shareholders' meeting. Failure to give
notice as provided by this subsection (2) shall not affect any action taken
pursuant to section 7-107-104 for which the notice was to have been given, but
any shareholder who was entitled to dissent but who was not given such notice
shall not be precluded from demanding payment for the shareholder's shares under
this article by reason of the shareholder's failure to comply with the
provisions of section 7-113-202(2).

Section 7-113-202. NOTICE OF INTENT TO DEMAND PAYMENT

(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is submitted to a vote at a shareholders' meeting and if notice of
dissenters' rights has been given to such shareholder in connection with the
action pursuant to section 7-113-201(1), a shareholder who wishes to assert
dissenters' rights shall:

(a) Cause the corporation to receive, before the vote is taken, written notice
of the shareholder's intention to demand payment for the shareholder's shares if
the proposed corporate action is effectuated; and

(b) Not vote the shares in favor of the proposed corporate action.

(2) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized without a meeting of shareholders pursuant to section
7-107-104 and if notice of dissenters' rights has been given to such shareholder
in connection with the action pursuant to section 7-113-201(2), a shareholder
who wishes to assert dissenters' rights shall not execute a writing consenting
to the proposed corporate action.

(3) A shareholder who does not satisfy the requirements of subsection (1) or (2)
of this section is not entitled to demand payment for the shareholder's shares
under this article.

Section 7-113-203. DISSENTERS' NOTICE

(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized, the corporation shall give a written dissenters' notice
to all shareholders who are entitled to demand payment for their shares under
this article.

(2) The dissenters' notice required by subsection (1) of this section shall be
given no later than ten days after the effective date of the corporate action
creating dissenters' rights under section 7-113-102 and shall:

(a) State that the corporate action was authorized and state the effective date
or proposed effective date of the corporate action;

(b) State an address at which the corporation will receive payment demands and
the address of a place where certificates for certificated shares must be
deposited;

(c) Inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;

(d) Supply a form for demanding payment, which form shall request a dissenter to
state an address to which payment is to be made;


                                       B-4



(e) Set the date by which the corporation must receive the payment demand and
certificates for certificated shares, which date shall not be less than thirty
days after the date the notice required by subsection (1) of this section is
given;

(f) State the requirement contemplated in section 7-113-103(3), if such
requirement is imposed; and

(g) Be accompanied by a copy of this article.

Section 7-113-204. PROCEDURE TO DEMAND PAYMENT

(1) A shareholder who is given a dissenters' notice pursuant to section 7-
113-203 and who wishes to assert dissenters' rights shall, in accordance with
the terms of the dissenters' notice:

(a) Cause the corporation to receive a payment demand, which may be the payment
demand form contemplated in section 7-113-203(2)(d), duly completed, or may be
stated in another writing; and

(b) Deposit the shareholder's certificates for certificated shares.

(2) A shareholder who demands payment in accordance with subsection (1) of this
section retains all rights of a shareholder, except the right to transfer the
shares, until the effective date of the proposed corporate action giving rise to
the shareholder's exercise of dissenters' rights and has only the right to
receive payment for the shares after the effective date of such corporate
action.

(3) Except as provided in section 7-113-207 or 7-113-209(1)(b), the demand for
payment and deposit of certificates are irrevocable.

(4) A shareholder who does not demand payment and deposit the shareholder's
share certificates as required by the date or dates set in the dissenters'
notice is not entitled to payment for the shares under this article.

Section 7-113-205. UNCERTIFICATED SHARES

(1) Upon receipt of a demand for payment under section 7-113-204 from a
shareholder holding uncertificated shares, and in lieu of the deposit of
certificates representing the shares, the corporation may restrict the transfer
thereof.

(2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.

Section 7-113-206. PAYMENT

(1) Except as provided in section 7-113-208, upon the effective date of the
corporate action creating dissenters' rights under section 7-113-102 or upon
receipt of a payment demand pursuant to section 7-113-204, whichever is later,
the corporation shall pay each dissenter who complied with section 7- 113-204,
at the address stated in the payment demand, or if no such address is stated in
the payment demand, at the address shown on the corporation's current record of
shareholders for the record shareholder holding the dissenter's shares, the
amount the corporation estimates to be the fair value of the dissenter's shares,
plus accrued interest.


                                       B-5



(2) The payment made pursuant to subsection (1) of this section shall be
accompanied by:

(a) The corporation's balance sheet as of the end of its most recent fiscal year
or, if that is not available, the corporation's balance sheet as of the end of a
fiscal year ending not more than sixteen months before the date of payment, an
income statement for that year, and, if the corporation customarily provides
such statements to shareholders, a statement of changes in shareholders' equity
for that year and a statement of cash flow for that year, which balance sheet
and statements shall have been audited if the corporation customarily provides
audited financial statements to shareholders, as well as the latest available
financial statements, if any, for the interim or full-year period, which
financial statements need not be audited;

(b) A statement of the corporation's estimate of the fair value of the shares;

(c) An explanation of how the interest was calculated;

(d) A statement of the dissenter's right to demand payment under section 7-
113-209; and

(e) A copy of this article.

Section 7-113-207. FAILURE TO TAKE ACTION

(1) If the effective date of the corporate action creating dissenters' rights
under section 7-113-102 does not occur within sixty days after the date set by
the corporation by which the corporation must receive the payment demand as
provided in section 7-113-203, the corporation shall return the deposited
certificates and release the transfer restrictions imposed on uncertificated
shares.

(2) If the effective date of the corporate action creating dissenters' rights
under section 7-113-102 occurs more than sixty days after the date set by the
corporation by which the corporation must receive the payment demand as provided
in section 7-113-203, then the corporation shall send a new dissenters' notice,
as provided in section 7-113-203, and the provisions of sections 7-113-204 to
7-113-209 shall again be applicable.

Section 7-113-208. SPECIAL PROVISIONS RELATING TO SHARES ACQUIRED AFTER
     ANNOUNCEMENT OF PROPOSED CORPORATE ACTION

(1) The corporation may, in or with the dissenters' notice given pursuant to
section 7-113-203, state the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action creating dissenters'
rights under section 7-113-102 and state that the dissenter shall certify in
writing, in or with the dissenter's payment demand under section 7-113-204,
whether or not the dissenter (or the person on whose behalf dissenters' rights
are asserted) acquired beneficial ownership of the shares before that date. With
respect to any dissenter who does not so certify in writing, in or with the
payment demand, that the dissenter or the person on whose behalf the dissenter
asserts dissenters' rights acquired beneficial ownership of the shares before
such date, the corporation may, in lieu of making the payment provided in
section 7-113-206, offer to make such payment if the dissenter agrees to accept
it in full satisfaction of the demand.

(2) An offer to make payment under subsection (1) of this section shall include
or be accompanied by the information required by section 7-113-206(2).


                                       B-6



Section 7-113-209. PROCEDURE IF DISSENTER IS DISSATISFIED WITH PAYMENT OR OFFER

(1) A dissenter may give notice to the corporation in writing of the dissenter's
estimate of the fair value of the dissenter's shares and of the amount of
interest due and may demand payment of such estimate, less any payment made
under section 7-113-206, or reject the corporation's offer under section
7-113-208 and demand payment of the fair value of the shares and interest due,
if:

(a) The dissenter believes that the amount paid under section 7-113-206 or
offered under section 7-113-208 is less than the fair value of the shares or
that the interest due was incorrectly calculated;

(b) The corporation fails to make payment under section 7-113-206 within sixty
days after the date set by the corporation by which the corporation must receive
the payment demand; or

(c) The corporation does not return the deposited certificates or release the
transfer restrictions imposed on uncertificated shares as required by section
7-113-207(1).

(2) A dissenter waives the right to demand payment under this section unless the
dissenter causes the corporation to receive the notice required by subsection
(1) of this section within thirty days after the corporation made or offered
payment for the dissenter's shares.

                      PART 3. JUDICIAL APPRAISAL OF SHARES

Section 7-113-301. COURT ACTION

(1) If a demand for payment under section 7-113-209 remains unresolved, the
corporation may, within sixty days after receiving the payment demand, commence
a proceeding and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay to each dissenter whose demand remains
unresolved the amount demanded.

(2) The corporation shall commence the proceeding described in subsection (1) of
this section in the district court for the county in this state in which the
street address of the corporation's principal office is located, or, if the
corporation has no principal office in this state, in the district court for the
county in which the street address of its registered agent is located, or, if
the corporation has no registered agent, in the district court for the city and
county of Denver. If the corporation is a foreign corporation without a
registered agent, it shall commence the proceeding in the county in which the
domestic corporation merged into, or whose shares were acquired by, the foreign
corporation would have commenced the action if that corporation were subject to
the first sentence of this subsection (2).

(3) The corporation shall make all dissenters, whether or not residents of this
state, whose demands remain unresolved parties to the proceeding commenced under
subsection (2) of this section as in an action against their shares, and all
parties shall be served with a copy of the petition. Service on each dissenter
shall be by registered or certified mail, to the address stated in such
dissenter's payment demand, or if no such address is stated in the payment
demand, at the address shown on the corporation's current record of shareholders
for the record shareholder holding the dissenter's shares, or as provided by
law.

(4) The jurisdiction of the court in which the proceeding is commenced under
subsection (2) of this section is plenary and exclusive. The court may appoint
one or more persons as appraisers to receive evidence and recommend a decision
on the question of fair value. The appraisers have the powers described in the
order appointing them, or in any amendment to such order. The parties to the
proceeding are entitled to the same discovery rights as parties in other civil
proceedings.


                                       B-7



(5) Each dissenter made a party to the proceeding commenced under subsection (2)
of this section is entitled to judgment for the amount, if any, by which the
court finds the fair value of the dissenter's shares, plus interest, exceeds the
amount paid by the corporation, or for the fair value, plus interest, of the
dissenter's shares for which the corporation elected to withhold payment under
section 7-113-208.

Section 7-113-302. COURT COSTS AND COUNSEL FEES

(1) The court in an appraisal proceeding commenced under section 7- 113- 301
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court shall
assess the costs against the corporation; except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment under section 7-113-209.

(2) The court may also assess the fees and expenses of counsel and experts for
the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any dissenters if the court finds
the corporation did not substantially comply with part 2 of this article; or

(b) Against either the corporation or one or more dissenters, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by this article.

(3) If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to said counsel reasonable fees to be paid out of the amounts awarded to
the dissenters who were benefitted


                                       B-8


                                                                      APPENDIX C

September 26, 2008

Board of Directors
Bank of the San Juans Bancorporation
144 East Eight Street
Durango, CO 81301

Ladies and Gentlemen:

     Bank of the San Juans Bancorporation ("SJ") and Glacier Bancorp, Inc.
("Glacier") have entered into a Plan and Agreement of Merger, dated as of August
19, 2008 (the "Agreement"), pursuant to which SJ will merge with and into
Glacier with Glacier as the surviving entity (the "Merger"). Pursuant to the
Agreement, each share of SJ common stock, par value $5.00 per share, issued and
outstanding immediately prior to the Merger (the "SJ Common Stock") will be
converted into the right to receive (i) the Per Share Cash Consideration and
(ii) the Per Share Stock Consideration. The Per Share Cash Consideration means
$9,000,000 less the amount of any Closing Capital Differential, dividend by the
number of shares of SJ Common Stock outstanding on the Effective Date. The
Closing Capital Differential means to the extent the SJ Closing Capital is less
than $11,350,000, the difference between such SJ Closing Capital and
$11,350,000. The Per Share Stock Consideration means the number of shares of
Glacier common stock determined by dividing 640,000 by the number of shares of
SJ Common Stock outstanding on the Effective Date. Capitalized terms used herein
without definition shall have the meanings given to such term in the Agreement.
You have requested our opinion as to the fairness, from a financial point of
view, of the Merger Consideration to be received in the Merger to the holders of
SJ Common Stock.

     Sandler O'Neill & Partners, L.P., as part of its investment banking
business, is regularly engaged in the valuation of financial institutions and
their securities in connection with mergers and acquisitions and other corporate
transactions. In connection with this opinion, we have reviewed, among other
things: (i) the Agreement; (ii) certain publicly available financial statements
and other historical financial information of SJ that we deemed relevant; (iii)
certain publicly available financial statements and other historical financial
information of Glacier that we deemed relevant; (iv) internal financial
projections for SJ for the year ending December 31, 2008 and growth and
performance estimates for SJ for the years ending December 31, 2009, 2010, 2011
and 2012 as provided by and reviewed with management of SJ; (v) publicly
available consensus earnings estimates for Glacier for the years ending December
31, 2008 and 2009 and a long-term growth rate provided by senior of management
of Glacier for the years thereafter; (vi) the pro forma financial impact of the
Merger on Glacier, based on assumptions relating to transaction expenses,
purchase accounting adjustments and cost savings determined by the senior
managements of SJ and Glacier; (vii) the publicly reported historical price and
trading activity for Glacier's common stock, including a comparison of certain
financial and stock market information for Glacier with similar publicly
available information for certain other companies the securities of which are
publicly traded; (viii) the financial terms of certain recent business
combinations in the commercial banking industry, to the extent publicly
available; (ix) the current market environment generally and the banking
environment in particular; and (x) such other information, financial studies,
analyses and investigations and financial, economic and market criteria as we
considered relevant. We also discussed with certain members of senior management
of SJ the business, financial condition, results


                                       C-1



of operations and prospects of SJ, including certain operating, liquidity,
regulatory and other financial matters and held similar discussions with certain
members of senior management of Glacier regarding the business, financial
condition, results of operations and prospects of Glacier.

     In performing our review, we have relied upon the accuracy and completeness
of all of the financial and other information that was available to us from
public sources, that was provided to us by SJ and Glacier or their respective
representatives or that was otherwise reviewed by us and have assumed such
accuracy and completeness for purposes of rendering this opinion. We have
further relied on the assurances of the respective managements of SJ and Glacier
that they are not aware of any facts or circumstances that would make any of
such information inaccurate or misleading. We have not been asked to and have
not undertaken an independent verification of any of such information and we do
not assume any responsibility or liability for the accuracy or completeness
thereof. We did not make an independent evaluation or appraisal of the specific
assets, the collateral securing assets or the liabilities (contingent or
otherwise) of SJ, Glacier or any of their respective subsidiaries, or the
collectibility of any such assets, nor have we been furnished with any such
evaluations or appraisals. We did not make an independent evaluation of the
adequacy of the allowance for loan losses of SJ and Glacier nor have we reviewed
any individual credit files relating to SJ and Glacier. We have assumed, with
your consent, that the respective allowances for loan losses for both SJ and
Glacier are adequate to cover such losses and will be adequate on an as adjusted
pro forma basis for the combined entity.

     With respect to the internal projections and estimates for SJ and the
publicly available earnings and growth estimates for Glacier and the projections
of transaction costs, purchase accounting adjustments and expected cost savings
prepared by and/or reviewed with the managements of SJ and Glacier and used by
Sandler O'Neill in its analyses, SJ's and Glacier's management confirmed to us
that they reflected the best currently available estimates and judgments of
management of the future financial performance of SJ and Glacier and we assumed
that such performances would be achieved. We express no opinion as to such
financial projections and estimates or the assumptions on which they are based.
We have also assumed that there has been no material change in SJ's and
Glacier's assets, financial condition, results of operations, business or
prospects since the date of the most recent financial statements made available
to us. We have assumed in all respects material to our analysis that SJ and
Glacier will remain as going concerns for all periods relevant to our analyses,
that all of the representations and warranties contained in the Agreement are
true and correct, that each party to the Agreement will perform all of the
covenants required to be performed by such party under the Agreement, that the
conditions precedent in the Agreement are not waived. Finally, with your
consent, we have relied upon the advice SJ has received from its legal,
accounting and tax advisors as to all legal, accounting and tax matters relating
to the Merger and the other transactions contemplated by the Agreement.

     Our opinion is necessarily based on financial, economic, market and other
conditions as in effect on, and the information made available to us as of, the
date hereof. Events occurring after the date hereof could materially affect this
opinion. We have not undertaken to update, revise, reaffirm or withdraw this
opinion or otherwise comment upon events occurring after the date hereof. We are
expressing no opinion herein as to what the value of SJ's and Glacier's common
stock will be when shares of Glacier's common stock will be issued to SJ's
shareholders pursuant to the Agreement or the prices at which SJ's and Glacier's
common stock may trade at any time.


                                       C-2



     We have acted as SJ's financial advisor in connection with the Merger and
will receive a fee for our services, a substantial portion of which is
contingent upon consummation of the Merger. As you know, we have provided
investment banking services to SJ and have been compensated for those services.
We will also receive a fee for rendering this opinion. SJ has also agreed to
indemnify us against certain liabilities arising out of our engagement.

     In the ordinary course of our business as a broker-dealer, we may purchase
securities from and sell securities to SJ and Glacier and their respective
affiliates. We may also actively trade the equity or debt securities of Glacier
or its affiliates for our own account and for the accounts of our customers and,
accordingly, may at any time hold a long or short position in such securities.

     Our opinion is directed to the Board of Directors of SJ in connection with
its consideration of the Merger and does not constitute a recommendation to any
shareholder of SJ as to how such shareholder should vote at any meeting of
shareholders called to consider and vote upon the Merger. Our opinion is
directed only to the fairness, from a financial point of view, of the Merger
Consideration to be received in the Merger to holders of SJ Common Stock and
does not address the underlying business decision of SJ to engage in the Merger,
the relative merits of the Merger as compared to any other alternative business
strategies that might exist for SJ or the effect of any other transaction in
which SJ might engage. Our opinion is not to be quoted or referred to, in whole
or in part, in a registration statement, prospectus, proxy statement or in any
other document, nor shall this opinion be used for any other purposes, without
Sandler O'Neill's prior written consent. We do not express any opinion as to the
fairness of the amount or nature of the compensation to be received in the
Merger by SJ's officers, directors, or employees, or class of such persons,
relative to the compensation to be received in the Merger by any other
shareholders of the company. This opinion was approved by Sandler O'Neill's
fairness opinion committee.

     Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Merger Consideration to be received in the Merger is fair to
the holders of SJ's Common Stock from a financial point of view.

                                        Very truly yours,


                                        /s/ Sandler O'Neill & Partners, L.P.
                                        ----------------------------------------
                                        Sandler O'Neill & Partners, L.P.


                                       C-3