AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                              GLACIER BANCORP, INC.

 

      ARTICLE 1. NAME. The name of the corporation is Glacier Bancorp, Inc.

(hereinafter referred to as the "Corporation").

 

      ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the

registered office of the Corporation is 49 Commons Loop, Kalispell, Montana

59901. The name of the registered agent at such address is Michael J. Blodnick.

 

      ARTICLE 3. NATURE OF BUSINESS. The purpose of the Corporation is to engage

in any lawful act or activity for which a corporation may be organized under the

Montana Business Corporation Act ("MBCA").

 

      ARTICLE 4. CAPITAL STOCK. The total number of shares of capital stock

which the Corporation has authority to issue is 118,187,500, of which 1,000,000

shall be serial preferred stock, $0.01 par value per share (hereinafter the

"Preferred Stock"), and 117,187,500 shall be common stock, $0.01 par value per

share (hereinafter the "Common Stock").

 

      The Board of Directors is hereby expressly authorized, by resolution or

resolutions to provide, out of the unissued shares of Preferred Stock, for

series of Preferred Stock. Before any shares of any such series are issued, the

Board of Directors shall fix, and hereby is expressly empowered to fix, by

resolution or resolutions, the following provisions of the shares thereof:

 

            (a) the designation of such series, the number of shares to

constitute such series and the stated value thereof if different from the par

value thereof;

 

            (b) whether the shares of such series shall have voting rights, in

addition to any voting rights provided by law, and, if so, the terms of such

voting rights, which may be general or limited;

 

            (c) the dividends, if any, payable on such series, whether any such

dividends shall be cumulative, and, if so, from what dates, the conditions and

dates upon which such dividends shall be payable, the preference or relation

which such dividends shall bear to the dividends payable on any shares of stock

of any other class or any other series of this class;

 

            (d) whether the shares of such series shall be subject to redemption

by the Corporation, and, if so, the times, prices and other conditions of such

redemption;

 

            (e) the amount or amounts payable upon shares of such series upon,

and the rights of the holders of such series in, the voluntary or involuntary

liquidation, dissolution or winding up, or upon any distribution of the assets,

of the Corporation;

 

            (f) whether the shares of such series shall be subject to the

operation of a retirement or sinking fund and, if so, the extent to and manner

in which any such retirement or sinking fund shall be applied to the purchase or

redemption of the shares of such series for retirement or other corporate

purposes and the terms and provisions relative to the operation thereof;

 

            (g) whether the shares of such series shall be convertible into, or

exchangeable for, shares of stock of any other class or any other series of this

class or any other securities, and, if so, the price or prices or the rate or

rates of conversion or exchange and the method, if any, of adjusting the same,

and any other terms and conditions of conversion or exchange;

 

            (h) the limitations and restrictions, if any, to be effective while

any shares of such series are outstanding upon the payment of dividends or the

making of other distributions on, and upon the purchase, redemption or other

acquisition by the Corporation of, the Common Stock or shares of stock of any

other class or any other series of this class;

 

            (i) the conditions or restrictions, if any, upon the creation of

indebtedness of the Corporation or upon the issue of any additional stock,

including additional shares of such series or of any other series of this class

or of any other class; and

 

            (j) any other powers, preferences and relative, participating,

optional and other special rights, and any qualifications, limitations and

restrictions thereof.

 

      The powers, preferences and relative, participating, optional and other

special rights, of each series of Preferred Stock, and the qualifications,

limitations or restrictions thereof, if any, may differ from those of any and

all other series at any time outstanding. All shares of any one series of

Preferred Stock shall be identical in all respects with all other shares of such

series, except that shares of any one series issued at different times may

differ as to the dates from which dividends thereon shall accrue and/or be

cumulative.

 

      ARTICLE 5. INCORPORATOR. The name and mailing address of the sole

incorporator is as follows:

 

      Name                                   Address

 

      Michael J. Blodnick                    Glacier Bancorp, Inc.

                                             49 Commons Loop

                                             Kalispell, Montana   59901

 

      ARTICLE 6. PREEMPTIVE RIGHTS. No holder of the capital stock of the

Corporation shall be entitled as such, as a matter of right, to subscribe for or

purchase any part of any new or additional issue of stock of any class

whatsoever of the Corporation, or of securities convertible into stock of any

class whatsoever, whether now or hereafter authorized, or whether issued for

cash or other consideration or by way of a dividend.

 

      ARTICLE 7. DIRECTORS. The business and affairs of the Corporation shall be

managed by or under the direction of a Board of Directors. Except as otherwise

fixed pursuant to the provisions of Article 4 hereof relating to the rights of

the holders of any class or series of stock having a preference over the Common

Stock as to dividends or upon liquidation to elect additional directors, the

number of directors shall be determined by a vote of the majority of the Board

of Directors, provided that no decrease shall have the effect of shortening the

term of any incumbent director. Notwithstanding anything to the contrary

contained in these Articles of Incorporation, the number of directors may not be

less than seven (7) or more than seventeen (17).

 

      A. Term. Until the annual meeting of shareholders to be held in 2009, the

Board of Directors will be divided into three classes. Each such Class will

consist, as nearly as possible, of one-third of the total number of directors

constituting the entire Board of Directors. Until the annual meeting of

shareholders to be held in 2009, each director will serve for a term ending on

the date of the third annual meeting of shareholders following the annual

meeting at which such director was elected. The terms of office of all directors

who are in office immediately prior to the closing of the polls for the election

of directors at the 2009 annual meeting of shareholders of the Corporation shall

expire at such time. At each annual meeting of shareholders beginning with the

2009 annual meeting of shareholders of the Corporation, directors shall not have

staggered terms, and the directors shall be elected to hold office until the

next annual meeting of shareholders and until their successors shall have been

duly elected and qualified, subject, however, to prior resignation, retirement,

disqualification or removal from office. Shareholders of the Corporation shall

not be permitted to cumulate their votes for the election of directors.

 

      B. Vacancies. Except as otherwise fixed pursuant to the provisions of

Article 4 hereof relating to the rights of the holders of any class or series of

stock having a preference over the Common Stock as to dividends or upon

liquidation to elect directors, any vacancy occurring in the Board of Directors,

including any vacancy created by reason of an increase in the number of

directors, may be filled by a majority vote of the directors then in office,

whether or not a quorum is present, or by a sole remaining director, and any

director so chosen shall hold office until the next annual meeting of

shareholders and until such director's successor shall have been elected and

qualified.

 

      C. Removal. Subject to the rights of any class or series of stock having

preference over the Common Stock as to dividends or upon liquidation to elect

directors, any director (including persons elected by directors to fill

vacancies in the Board of Directors) may be removed from office only for cause

at a duly constituted meeting of shareholders called expressly for such purpose.

 

      ARTICLE 8. LIABILITY OF DIRECTORS AND OFFICERS. The personal liability of

the directors and officers of the Corporation for monetary damages shall be

eliminated to the fullest extent permitted by the MBCA as it exists on the

effective date of these Articles of Incorporation or as such law may be

thereafter in effect. No amendment, modification or repeal of this Article 8

shall adversely affect the rights provided hereby with respect to any claim,

issue or matter in any proceeding that is based in any respect on any alleged

action or failure to act prior to such amendment, modification or repeal.

 

      ARTICLE 9. CERTAIN BUSINESS COMBINATIONS.

 

      9.1 VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.

 

      A. Higher Vote for Certain Business Combinations. In addition to any

affirmative vote required by law, any other provision of these Articles of

Incorporation, the Bylaws of the Corporation, any agreement with a national

securities exchange or otherwise, and except as otherwise expressly provided in

Article 9.2 of this Article 9:

 

            (1) any merger or consolidation of the Corporation or any Subsidiary

(as hereinafter defined) with (i) any Interested Shareholder (as hereinafter

defined) or (ii) any other corporation (whether or not itself an Interested

Shareholder) which is, or after such merger or consolidation would be, an

Affiliate (as hereinafter defined) of an Interested Shareholder; or

 

            (2) any sale, lease, license, exchange, mortgage, pledge, transfer

or other disposition (in one transaction or a series of transactions) to or with

any Interested Shareholder or any Affiliate of any Interested Shareholder of any

assets of the Corporation or any Subsidiary having an aggregate Fair Market

Value (as hereinafter defined) of $500,000 or more; or

 

            (3) the issuance or transfer by the Corporation or any Subsidiary

(in one transaction or a series of transactions) of any securities of the

Corporation or any Subsidiary to any Interested Shareholder or any Affiliate of

any Interested Shareholder; or

 

            (4) the adoption of any plan or proposal for the liquidation or

dissolution of the Corporation proposed by or on behalf of an Interested

Shareholder or any Affiliate of any Interested Shareholder; or

 

            (5) any reclassification of securities (including any reverse stock

split), or recapitalization of the Corporation, or any merger or consolidation

of the Corporation with any of its Subsidiaries or any other transaction

(whether or not with or into or otherwise involving an Interested Shareholder)

which has the effect, directly or indirectly, of increasing the proportionate

share of the outstanding shares of any class of equity or convertible securities

of the Corporation or any Subsidiary which is directly or indirectly owned by

any Interested Shareholder or any Affiliate of any Interested Shareholder; shall

require the affirmative vote of the holders of at least 80% of the voting power

of the then outstanding shares of capital stock of the Corporation entitled to

vote generally in the election of directors (the "Voting Stock"), voting

together as a single class (it being understood that for purposes of this

Article 9, each share of the Voting Stock shall have the number of votes granted

to it pursuant to Article 4 of these Articles of Incorporation). Such

affirmative vote shall be required notwithstanding that no vote may be required,

or that a lesser percentage may be specified, by law, any other provision of

these Articles of Incorporation, the Bylaws of the Corporation, any agreement

with any national securities exchange or otherwise.

 

      B. Definition of "Business Combination." The term "Business Combination"

as used in this Article 9 shall mean any transaction which is referred to in any

one or more of clauses (1) through (5) of paragraph A of this Article 9.1.

 

      9.2 WHEN HIGHER VOTE IS NOT REQUIRED.

 

      The provisions of Article 9.1 shall not be applicable to any particular

Business Combination, and such Business Combination shall require only such

affirmative vote as may be required by law, any other provision of these

Articles of Incorporation, the Bylaws of the Corporation, any agreement with a

national securities exchange or otherwise, if all of the conditions specified in

either of the following paragraphs A or B are met:

 

      A. Approval by Disinterested Directors. The Business Combination shall

have been approved by a majority of the Disinterested Directors (as hereinafter

defined).

 

      B. Price and Procedural Requirements. All of the following conditions

shall have been met:

 

            (1) The aggregate amount of the cash and the Fair Market Value as of

the consummation of the Business Combination of consideration other than cash to

be received per share by holders of Common Stock in such Business Combination

shall be at least equal to the higher of the following:

 

                  (a) (if applicable) the highest per share price (including any

brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the

Interested Shareholder for any shares of Common Stock acquired by it (i) within

the five-year period immediately prior to the first public announcement of the

terms of the proposed Business Combination (the "Announcement Date") or (ii) in

the transaction in which it became an Interested Shareholder, whichever is

higher; and

 

                  (b) the Fair Market Value per share of Common Stock on the

Announcement Date or on the date on which the Interested Shareholder became an

Interested Shareholder (such latter date is referred to in this Article 9 as the

"Determination Date"), whichever is higher.

 

            (2) The aggregate amount of the cash and the Fair Market Value as of

the date of the consummation of the Business Combination of consideration other

than cash to be received per share by holders of shares of any other class of

outstanding Voting Stock shall be at least equal to the highest of the following

(it being intended that the requirements of this clause (2) shall be required to

be met with respect to every class of outstanding Voting Stock, whether or not

the Interested Shareholder has previously acquired any shares of a particular

class of Voting Stock):

 

                  (a) (if applicable) the highest per share price (including any

brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the

Interested Shareholder for any shares of such class of Voting Stock acquired by

it (i) within the five-year period immediately prior to the Announcement Date or

(ii) in the transaction in which it became an Interested Shareholder, whichever

is higher;

 

                  (b) the Fair Market Value per share of such class of Voting

Stock on the Announcement Date or on the Determination Date, whichever is

higher; and

 

                  (c) (if applicable) the highest preferential amount per share

to which the holders of shares of such class of Voting Stock are entitled in the

event of any liquidation, dissolution or winding up of the Corporation, whether

voluntary or involuntary.

 

            (3) The consideration to be received by holders of a particular

class of outstanding Voting Stock (including Common Stock) shall be in cash or

in the same form as the Interested Shareholder has previously paid for shares of

such class of Voting Stock. If the Interested Shareholder has paid for shares of

any class of Voting Stock with varying forms of consideration, the form of

consideration for such class of Voting Stock shall be either cash or the form

used to acquire the largest number of shares of such class of Voting Stock

previously acquired by it. The price determined in accordance with clauses (1)

and (2) of this paragraph (B) shall be subject to appropriate adjustment in the

event of any stock dividend, stock split, combination of shares or similar

event.

 

            (4) After such Interested Shareholder has proposed such a Business

Combination and prior to the consummation of such Business Combination; (a)

except as approved by a majority of the Disinterested Directors, there shall

have been no failure to declare and pay at the regular date therefor any full

quarterly dividends (whether or not cumulative) on the outstanding Preferred

Stock of the Corporation; (b) there shall have been (i) no reduction in the

quarterly rate of dividends paid on the Common Stock (except as necessary to

reflect any subdivision of the Common Stock), except as approved by a majority

of the Disinterested Directors, and (ii) an increase in such quarterly rate of

dividends paid on such Common Stock as necessary to reflect any reclassification

(including any reverse stock split), recapitalization, reorganization or any

similar transaction which has the effect of reducing the number of outstanding

shares of the Common Stock, unless the failure so to increase such annual rate

is approved by a majority of the Disinterested Directors; and (c) such

Interested Shareholder shall not have become the beneficial owner of any

additional shares of Voting Stock except as part of the transaction which

results in such Interested Shareholder becoming an Interested Shareholder.

 

            (5) A proxy or information statement describing the proposed

Business Combination and complying with the requirements of the Securities

Exchange Act of 1934, as amended (or any subsequent provisions replacing such)

(hereinafter referred to as the "Act"), and the rules and regulations of the

Securities and Exchange Commission thereunder shall be mailed to the

shareholders of the Corporation at least 30 days prior to the consummation of

such Business Combination (whether or not such proxy or information statement is

required to be mailed pursuant to the Act.)

 

            (6) The holders of all outstanding shares of Voting Stock not

beneficially owned by the Interested Shareholder prior to the consummation of

any Business Combination shall be entitled to receive in such Business

Combination cash or other consideration for their shares of such Voting Stock in

compliance with clauses (1), (2) and (3) of paragraph B of this Article 9.2

(provided, however, that the failure of any such holders who are exercising

their statutory rights to dissent from such Business Combination and receive

payment of the fair value of their shares to exchange their shares in such

Business Combination shall not be deemed to have prevented the condition set

forth in this clause (6) from being satisfied).

 

      9.3 CERTAIN DEFINITIONS.

 

      For the purposes of this Article 9 the following shall be deemed to have

the meanings specified below:

 

      A. The term "person" shall mean any individual, firm, corporation or other

entity.

 

      B. The term "Interested Shareholder" shall mean any person (other than the

Corporation or any Subsidiary) who or which:

 

            (1) is the beneficial owner, directly or indirectly, of more than

10% of the voting power of the then outstanding Voting Stock; or

 

            (2) is an Affiliate of the Corporation and at any time within the

five-year period immediately prior to the date in question was the beneficial

owner, directly or indirectly, of 10% or more of the voting power of the then

outstanding Voting Stock; or

 

            (3) is an assignee of or has otherwise succeeded to any shares of

Voting Stock which were at any time within the five-year period immediately

prior to the date in question beneficially owned by an Interested Shareholder,

if such assignment or succession shall have occurred in the course of a

transaction or series of transactions not involving a public offering within the

meaning of the Securities Act of 1933, as amended (or any subsequent provisions

replacing such).

 

      C. A person shall be deemed a "beneficial owner" of any Voting Stock:

 

            (1) which such person or any of its Affiliates or Associates (as

hereinafter defined) beneficially owns, directly or indirectly; or

 

            (2) which such person or any of its Affiliates or Associates has (a)

the right to acquire (whether such right is exercisable immediately or only

after the passage of time), pursuant to any agreement, arrangement or

understanding or upon the exercise of conversion rights, exchange rights,

warrants or options, or otherwise, or (b) the right to vote pursuant to any

agreement, arrangement or understanding; or

 

            (3) which is beneficially owned, directly or indirectly, by any

other person with which such person or any of its Affiliates or Associates has

any agreement, arrangement or understanding for the purpose of acquiring,

holding, voting or disposing of any shares of Voting Stock.

 

      D. For the purpose of determining whether a person is an Interested

Shareholder pursuant to paragraph B of this Article 9.3, the number of shares of

Voting Stock deemed to be outstanding shall include shares deemed owned through

application of paragraph C of this Article 9.3 but shall not include any other

shares of Voting Stock which may be issuable pursuant to any agreement,

arrangement or understanding, or upon exercise of conversion rights, warrants or

options, or otherwise.

 

      E. The terms "Affiliate" or "Associate" shall have the respective meanings

ascribed to such terms in rule 12b-2 of the General Rules and Regulations under

the Act, as in effect on the effective date of these Articles of Incorporation.

 

      F. The term "Subsidiary" shall mean any corporation of which a majority of

any class of equity security is owned, directly or indirectly, by the

Corporation; provided, however, that for the purposes of the definition of

Interested Shareholder set forth in paragraph B of this Article 9.3, the term

"Subsidiary" shall mean only a corporation of which a majority of each class of

equity security is owned, directly or indirectly, by the Corporation.

 

      G. The term "Fair Market Value" shall mean: (1) in the case of stock, the

highest closing sale price during the 30-day period immediately preceding the

date in question of a share of such stock on the Composite Tape for New York

Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite

Tape, on the New York Stock Exchange, or if such stock is not listed on such

Exchange, on the principal United States securities exchange registered under

the Act on which such stock is listed or, if such stock is not listed on any

such exchange, the highest closing bid quotation with respect to a share of such

stock during the 30-day period preceding the date in question on the National

Association of Securities Dealers, Inc. Automated Quotations System or any

similar system then in use, or if no such quotations are available, the fair

market value on the date in question of a share of such stock as determined by a

majority of the Disinterested Directors in good faith, in each case with respect

to any class of such stock, appropriately adjusted for any dividend or

distribution in shares of such stock or any subdivision or reclassification of

outstanding shares of such stock into a greater number of shares of such stock

or any combination or reclassification of outstanding shares of such stock into

a smaller number of shares of such stock; and (2) in the case of property other

than cash or stock, the fair market value of such property on the date in

question as determined by a majority of the Disinterested Directors in good

faith.

 

      H. In the event of any Business Combination in which the Corporation is

the survivor, the phrase "consideration other than cash to be received" as used

in clauses (1) and (2) of paragraph B of Article 9.2 shall include the shares of

Common Stock and/or the shares of any other eligible outstanding Voting Stock

retained by the holders of such shares.

 

      I. The term "Disinterested Director" shall mean any member of the Board of

Directors of the Corporation who is unaffiliated with the Interested Shareholder

and who was a member of the Board of Directors prior to the Determination Date,

and any successor of a Disinterested Director who is unaffiliated with the

Interested Shareholder and is recommended to succeed a Disinterested Director by

a majority of the total number of Disinterested Directors then on the Board of

Directors.

 

      J. References to "highest per share price" shall in each case with respect

to any class of stock reflect an appropriate adjustment for any dividend or

distribution in shares of such stock or subdivision or reclassification of

outstanding shares of such stock into a greater number of shares of such stock

or any combination or reclassification of outstanding shares of such stock into

a smaller number of shares of such stock.

 

      9.4 POWERS OF THE BOARD OF DIRECTORS.

 

      A majority of the Board of Directors of the Corporation shall have the

power and duty to decide for the purpose of this Article 9, on the basis of

information known to them after reasonable inquiry, whether a person is an

Interested Shareholder. Once the Board of Directors has made a determination

pursuant to the preceding sentence that a person is an Interested Shareholder, a

majority of the number of Directors of the Corporation who would qualify as

Disinterested Directors shall have the power and duty to interpret all of the

terms and provisions of this Article 9, and to determine on the basis of

information known to them after reasonable inquiry all facts necessary to

ascertain compliance with this Article 9, including, without limitation: (A) the

number of shares of Voting Stock beneficially owned by any person, (B) whether a

person is an Affiliate or Associate of another, (C) whether the assets which are

the subject of any Business Combination have an aggregate Fair Market Value of

$500,000 or more and (D) whether all of the applicable conditions set forth in

paragraph B of Article 9.2 have been met with respect to any Business

Combination. Any determination pursuant to this Article 9.4 made in good faith

shall be binding and conclusive on all parties.

 

      9.5 NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS.

 

      Nothing contained in this Article 9 shall be construed to relieve any

Interested Shareholder from any fiduciary obligation imposed by law.

 

      9.6 AMENDMENT, REPEAL, ETC.

 

      Notwithstanding any other provisions of these Articles of Incorporation or

the Bylaws of the Corporation (and notwithstanding the fact that a lesser

percentage may be specified by these Articles of Incorporation or the Bylaws of

the Corporation), the affirmative vote of the holders of 80% or more of the

outstanding Voting Stock, voting together as a single class, shall be required

to amend, repeal or adopt any provisions inconsistent with this Article 9.

 

      ARTICLE 10. SHAREHOLDER APPROVAL OF PLAN OF MERGER OR SHARE EXCHANGE. A

majority of all votes entitled to be cast by each voting group is sufficient to

approve any plan of merger or share exchange requiring approval of the

Corporation's shareholders pursuant to Section 35-1-815 of the MBCA (as such

statute exists on the effective date of these Articles of

Incorporation or as it may be thereafter in effect); provided that,

notwithstanding anything contained in these Articles of Incorporation to the

contrary, any transaction with an Interested Party shall be approved in the

manner specified in Article 9.

 

      ARTICLE 11. AMENDMENT. The Corporation reserves the right to amend, alter,

change or repeal any provision contained in these Articles of Incorporation, in

the manner now or hereafter prescribed by law, and all rights conferred upon

shareholders herein are granted subject to this reservation; provided that,

notwithstanding anything contained in these Articles of Incorporation to the

contrary, Article 9 shall be amended in the manner specified in Article 9.6.

 

                             /s/ Michael J. Blodnick

                             -----------------------------------------------

                             Michael J. Blodnick, President and CEO