EXHIBIT 99.1 GLACIER BANCORP, INC. 2005 STOCK INCENTIVE PLAN 1. ESTABLISHMENT, PURPOSE, AND TYPES OF AWARDS

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EXHIBIT 99.1

GLACIER BANCORP, INC.

2005 STOCK INCENTIVE PLAN

1. ESTABLISHMENT, PURPOSE, AND TYPES OF AWARDS

Glacier Bancorp, Inc. (the "Company") hereby establishes this equity-based

incentive compensation plan to be known as the "Glacier Bancorp, Inc. 2005 Stock

Incentive Plan" (hereinafter referred to as the "Plan"), in order to provide

incentives and awards to select employees and directors of the Company and its

Affiliates.

The Plan permits the granting of the following types of awards ("Awards"),

according to the Sections of the Plan listed here:

Section 6 Options

Section 7 Share Appreciation Rights

Section 8 Restricted Shares, Restricted Share Units,

and Unrestricted Shares

Section 9 Deferred Share Units

Section 10 Performance Awards

The Plan is not intended to affect and shall not affect any stock options,

equity-based compensation, or other benefits that the Company or its Affiliates

may have provided, or may separately provide in the future pursuant to any

agreement, plan, or program that is independent of this Plan.

2. DEFINED TERMS

Terms in the Plan that begin with an initial capital letter have the

defined meaning set forth in APPENDIX A, unless defined elsewhere in this Plan

or the context of their use clearly indicates a different meaning.

3. SHARES SUBJECT TO THE PLAN

Subject to the provisions of Section 13 of the Plan, the maximum number of

Shares that the Company may issue for all Awards is 2,500,000 Shares, provided

that the Company shall not issue more than 1,700,000 Shares pursuant to Awards

in a form other than Options and SARs, and shall not make additional awards

under the Glacier Bancorp, Inc. 1995 Employee Stock Option Plan. For all Awards,

the Shares issued pursuant to the Plan may be authorized but unissued Shares, or

Shares that the Company has reacquired or otherwise holds in treasury.

Shares that are subject to an Award that for any reason expires, is

forfeited, is cancelled, or becomes unexercisable, and Shares that are for any

other reason not paid or delivered under the Plan shall again, except to the

extent prohibited by Applicable Law, be available for subsequent Awards under

the Plan. Notwithstanding the foregoing, but subject to adjustments pursuant to

Section 13 below, the number of Shares that are available for ISO Awards shall

be determined, to the extent required under applicable tax laws, by reducing the

number of Shares designated in the

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preceding paragraph by the number of Shares issued pursuant to Awards, provided

that any Shares that are issued under the Plan and forfeited back to the Plan

shall be available for issuance pursuant to future ISO Awards.

4. ADMINISTRATION

(a) General. The Committee shall administer the Plan in accordance with

its terms, provided that the Board may act in lieu of the Committee on any

matter. The Committee shall hold meetings at such times and places as it may

determine and shall make such rules and regulations for the conduct of its

business as it deems advisable. In the absence of a duly appointed Committee or

if the Board otherwise chooses to act in lieu of the Committee, the Board shall

function as the Committee for all purposes of the Plan.

(b) Committee Composition. The Board shall appoint the members of the

Committee. If and to the extent permitted by Applicable Law, the Committee may

authorize one or more Reporting Persons (or other officers) to make Awards to

Eligible Persons who are not Reporting Persons (or other officers whom the

Committee has specifically authorized to make Awards). The Board may at any time

appoint additional members to the Committee, remove and replace members of the

Committee with or without Cause, and fill vacancies on the Committee however

caused.

(c) Powers of the Committee. Subject to the provisions of the Plan, the

Committee shall have the authority, in its sole discretion:

(i) to determine Eligible Persons to whom Awards shall be granted

from time to time and the number of Shares, units, or SARs to be covered

by each Award;

(ii) to determine, from time to time, the Fair Market Value of

Shares;

(iii) to determine, and to set forth in Award Agreements, the terms

and conditions of all Awards, including any applicable exercise or

purchase price, the installments and conditions under which an Award shall

become vested (which may be based on performance), terminated, expired,

cancelled, or replaced, and the circumstances for vesting acceleration or

waiver of forfeiture restrictions, and other restrictions and limitations;

(iv) to approve the forms of Award Agreements and all other

documents, notices and certificates in connection therewith which need not

be identical either as to type of Award or among Participants;

(v) to construe and interpret the terms of the Plan and any Award

Agreement, to determine the meaning of their terms, and to prescribe,

amend, and rescind rules and procedures relating to the Plan and its

administration; and

(vi) in order to fulfill the purposes of the Plan and without

amending the Plan, modify, cancel, or waive the Company's rights with

respect to any Awards, to adjust or to modify Award Agreements for changes

in Applicable Law, and to recognize differences in foreign law, tax

policies, or customs; and

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(vii) to make all other interpretations and to take all other

actions that the Committee may consider necessary or advisable to

administer the Plan or to effectuate its purposes.

Subject to Applicable Law and the restrictions set forth in the Plan, the

Committee may delegate administrative functions to individuals who are Reporting

Persons, officers, or Employees of the Company or its Affiliates.

(d) Deference to Committee Determinations. The Committee shall have the

discretion to interpret or construe ambiguous, unclear, or implied (but omitted)

terms in any fashion it deems to be appropriate in its sole discretion, and to

make any findings of fact needed in the administration of the Plan or Award

Agreements. The Committee's prior exercise of its discretionary authority shall

not obligate it to exercise its authority in a like fashion thereafter. The

Committee's interpretation and construction of any provision of the Plan, or of

any Award or Award Agreement, shall be final, binding, and conclusive. The

validity of any such interpretation, construction, decision or finding of fact

shall not be given de novo review if challenged in court, by arbitration, or in

any other forum, and shall be upheld unless clearly arbitrary or capricious.

(e) No Liability; Indemnification. Neither the Board nor any Committee

member, nor any Person acting at the direction of the Board or the Committee,

shall be liable for any act, omission, interpretation, construction or

determination made in good faith with respect to the Plan, any Award or any

Award Agreement. The Company and its Affiliates shall pay or reimburse any

member of the Committee, as well as any Director, Employee, or Consultant who

takes action in connection with the Plan, for all expenses incurred with respect

to the Plan, and to the full extent allowable under Applicable Law shall

indemnify each and every one of them for any claims, liabilities, and costs

(including reasonable attorney's fees) arising out of their good faith

performance of duties under the Plan. The Company and its Affiliates may obtain

liability insurance for this purpose.

5. ELIGIBILITY

(a) General Rule. The Committee may grant ISOs only to Employees

(including officers who are Employees) of the Company or an Affiliate that is a

"parent corporation" or "subsidiary corporation" within the meaning of Section

424 of the Code, and may grant all other Awards to any Eligible Person. A

Participant who has been granted an Award may be granted an additional Award or

Awards if the Committee shall so determine, if such person is otherwise an

Eligible Person and if otherwise in accordance with the terms of the Plan.

(b) Grant of Awards. Subject to the express provisions of the Plan, the

Committee shall determine from the class of Eligible Persons those individuals

to whom Awards under the Plan may be granted, the number of Shares subject to

each Award, the price (if any) to be paid for the Shares or the Award and, in

the case of Performance Awards, in addition to the matters addressed in Section

10 below, the specific objectives, goals and performance criteria that further

define the Performance Award. Each Award shall be evidenced by an Award

Agreement signed by the Company and, if required by the Committee, by the

Participant. The Award Agreement shall set forth the material terms and

conditions of the Award established by the Committee.

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(c) Limits on Awards. During the term of the Plan, no Participant may

receive Options and SARs that relate to more than 300,000 Shares. The Committee

will adjust this limitation pursuant to Section 13 below.

(d) Replacement Awards. Subject to Applicable Laws (including any

associated Shareholder approval requirements), the Committee may, in its sole

discretion and upon such terms as it deems appropriate, require as a condition

of the grant of an Award to a Participant that the Participant surrender for

cancellation some or all of the Awards that have previously been granted to the

Participant under this Plan or otherwise. An Award that is conditioned upon such

surrender may or may not be the same type of Award, may cover the same (or a

lesser or greater) number of Shares as such surrendered Award, may have other

terms that are determined without regard to the terms or conditions of such

surrendered Award, and may contain any other terms that the Committee deems

appropriate. In the case of Options, these other terms may not involve an

Exercise Price that is lower than the Exercise Price of the surrendered Option

unless the Company's shareholders approve the grant itself or the program under

which the grant is made pursuant to the Plan.

6. OPTION AWARDS

(a) Types; Documentation. The Committee may in its discretion grant ISOs

to any Employee and Non-ISOs to any Eligible Person, and shall evidence any such

grants in an Award Agreement that is delivered to the Participant. Each Option

shall be designated in the Award Agreement as an ISO or a Non-ISO, and the same

Award Agreement may grant both types of Options. At the sole discretion of the

Committee, any Option may be exercisable, in whole or in part, immediately upon

the grant thereof, or only after the occurrence of a specified event, or only in

installments, which installments may vary. Options granted under the Plan may

contain such terms and provisions not inconsistent with the Plan that the

Committee shall deem advisable in its sole and absolute discretion.

(b) ISO $100,000 Limitation. To the extent that the aggregate Fair Market

Value of Shares with respect to which Options designated as ISOs first become

exercisable by a Participant in any calendar year (under this Plan and any other

plan of the Company or any Affiliate) exceeds $100,000, such excess Options

shall be treated as Non-ISOs. For purposes of determining whether the $100,000

limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall

be determined as of the Grant Date. In reducing the number of Options treated as

ISOs to meet the $100,000 limit, the most recently granted Options shall be

reduced first. In the event that Section 422 of the Code is amended to alter the

limitation set forth therein, the limitation of this Section 6(b) shall be

automatically adjusted accordingly.

(c) Term of Options. Each Award Agreement shall specify a term at the end

of which the Option automatically expires, subject to earlier termination

provisions contained in Section 6(h) hereof; provided, that, the term of any

Option may not exceed ten years from the Grant Date. In the case of an ISO

granted to an Employee who is a Ten Percent Holder on the Grant Date, the term

of the ISO shall not exceed five years from the Grant Date.

(d) Exercise Price. The exercise price of an Option shall be determined by

the Committee in its discretion and shall be set forth in the Award Agreement,

provided that (i) if an ISO is granted to an Employee who on the Grant Date is a

Ten Percent Holder, the per Share exercise price shall

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not be less than 110% of the Fair Market Value per Share on the Grant Date, and

(ii) for all other Options, such per Share exercise price shall not be less than

100% of the Fair Market Value per Share on the Grant Date.

(e) Exercise of Option. The Committee shall in its sole discretion

determine the times, circumstances, and conditions under which an Option shall

be exercisable, and shall set them forth in the Award Agreement. The Committee

shall have the discretion to determine whether and to what extent the vesting of

Options shall be tolled during any unpaid leave of absence; provided, however,

that in the absence of such determination, vesting of Options shall be tolled

during any such leave approved by the Company.

(f) Minimum Exercise Requirements. An Option may not be exercised for a

fraction of a Share. The Committee may require in an Award Agreement that an

Option be exercised as to a minimum number of Shares, provided that such

requirement shall not prevent a Participant from purchasing the full number of

Shares as to which the Option is then exercisable.

(g) Methods of Exercise. Prior to its expiration pursuant to the terms of

the applicable Award Agreement, each Option may be exercised, in whole or in

part (provided that the Company shall not be required to issue fractional

shares), by delivery of written notice of exercise to the secretary of the

Company accompanied by the full exercise price of the Shares being purchased. In

the case of an ISO, the Committee shall determine the acceptable methods of

payment on the Grant Date and it shall be included in the applicable Award

Agreement. The methods of payment that the Committee may in its discretion

accept or commit to accept in an Award Agreement include:

(i) cash or check payable to the Company (in U.S. dollars);

(ii) other Shares that (A) are owned by the Participant who is

purchasing Shares pursuant to an Option, (B) have a Fair Market Value on

the date of surrender equal to the aggregate exercise price of the Shares

as to which the Option is being exercised, (C) were not acquired by such

Participant pursuant to the exercise of an Option, unless such Shares have

been owned by such Participant for at least six months or such other

period as the Committee may determine, (D) are all, at the time of such

surrender, free and clear of any and all claims, pledges, liens and

encumbrances, or any restrictions which would in any manner restrict the

transfer of such shares to or by the Company (other than such restrictions

as may have existed prior to an issuance of such Shares by the Company to

such Participant), and (E) are duly endorsed for transfer to the Company;

(iii) a cashless exercise program that the Committee may approve,

from time to time in its discretion, pursuant to which a Participant may

concurrently provide irrevocable instructions (A) to such Participant's

broker or dealer to effect the immediate sale of the purchased Shares and

remit to the Company, out of the sale proceeds available on the settlement

date, sufficient funds to cover the exercise price of the Option plus all

applicable taxes required to be withheld by the Company by reason of such

exercise, and (B) to the Company to deliver the certificates for the

purchased Shares directly to such broker or dealer in order to complete

the sale; or

(iv) any combination of the foregoing methods of payment.

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The Company shall not be required to deliver Shares pursuant to the

exercise of an Option until payment of the full exercise price therefore is

received by the Company.

(h) Termination of Continuous Service. The Committee may establish and set

forth in the applicable Award Agreement the terms and conditions on which an

Option shall remain exercisable, if at all, following termination of a

Participant's Continuous Service. The Committee may waive or modify these

provisions at any time. To the extent that a Participant is not entitled to

exercise an Option at the date of his or her termination of Continuous Service,

or if the Participant (or other person entitled to exercise the Option) does not

exercise the Option to the extent so entitled within the time specified in the

Award Agreement or below (as applicable), the Option shall terminate and the

Shares underlying the unexercised portion of the Option shall revert to the Plan

and become available for future Awards. In no event may any Option be exercised

after the expiration of the Option term as set forth in the Award Agreement.

The following provisions shall apply to the extent an Award Agreement does

not specify the terms and conditions upon which an Option shall terminate when

there is a termination of a Participant's Continuous Service:

(i) Termination other than Upon Disability or Death or for Cause. In

the event of termination of a Participant's Continuous Service (other than

as a result of Participant's death, disability, retirement or termination

for Cause), the Participant shall have the right to exercise an Option at

any time within 90 days following such termination to the extent the

Participant was entitled to exercise such Option at the date of such

termination.

(ii) Disability. In the event of termination of a Participant's

Continuous Service as a result of his or her being Disabled, the

Participant shall have the right to exercise an Option at any time within

one year following such termination to the extent the Participant was

entitled to exercise such Option at the date of such termination.

(iii) Retirement. In the event of termination of a Participant's

Continuous Service as a result of Participant's retirement, the

Participant shall have the right to exercise the Option at any time within

six months following such termination to the extent the Participant was

entitled to exercise such Option at the date of such termination.

(iv) Death. In the event of the death of a Participant during the

period of Continuous Service since the Grant Date of an Option, or within

thirty days following termination of the Participant's Continuous Service,

the Option may be exercised, at any time within one year following the

date of the Participant's death, by the Participant's estate or by a

person who acquired the right to exercise the Option by bequest or

inheritance, but only to the extent the right to exercise the Option had

vested at the date of death or, if earlier, the date the Participant's

Continuous Service terminated.

(v) Cause. If the Committee determines that a Participant's

Continuous Service terminated due to Cause, the Participant shall

immediately forfeit the right to exercise any Option, and it shall be

considered immediately null and void.

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(i) Reverse Vesting. The Committee in its sole and absolute discretion may

allow a Participant to exercise unvested Options, in which case the Shares then

issued shall be Restricted Shares having analogous vesting restrictions to the

unvested Options.

7. SHARE APPRECIATE RIGHTS (SARS)

(a) Grants. The Committee may in its discretion grant Share Appreciation

Rights to any Eligible Person, in any of the following forms:

(i) SARs related to Options. The Committee may grant SARs either

concurrently with the grant of an Option or with respect to an outstanding

Option, in which case the SAR shall extend to all or a portion of the

Shares covered by the related Option. An SAR shall entitle the Participant

who holds the related Option, upon exercise of the SAR and surrender of

the related Option, or portion thereof, to the extent the SAR and related

Option each were previously unexercised, to receive payment of an amount

determined pursuant to Section 7(e) below. Any SAR granted in connection

with an ISO will contain such terms as may be required to comply with the

provisions of Section 422 of the Code and the regulations promulgated

thereunder.

(ii) SARs Independent of Options. The Committee may grant SARs which

are independent of any Option subject to such conditions as the Committee

may in its discretion determine, which conditions will be set forth in the

applicable Award Agreement.

(iii) Limited SARs. The Committee may grant SARs exercisable only

upon or in respect of a Change in Control or any other specified event,

and such limited SARs may relate to or operate in tandem or combination

with or substitution for Options or other SARs, or on a stand-alone basis,

and may be payable in cash or Shares based on the spread between the

exercise price of the SAR, and (A) a price based upon or equal to the Fair

Market Value of the Shares during a specified period, at a specified time

within a specified period before, after or including the date of such

event, or (B) a price related to consideration payable to Company's

shareholders generally in connection with the event.

(b) Exercise Price. The per Share exercise price of an SAR shall be

determined in the sole discretion of the Committee, shall be set forth in the

applicable Award Agreement, and shall be no less than 100% of the Fair Market

Value of one Share. The exercise price of an SAR related to an Option shall be

the same as the exercise price of the related Option. The exercise price of an

SAR shall be subject to the special rules on pricing contained in Sections 6(d)

and 6(j) hereof.

(c) Exercise of SARs. Unless the Award Agreement otherwise provides, an

SAR related to an Option will be exercisable at such time or times, and to the

extent, that the related Option will be exercisable; provided that the Award

Agreement shall not, without the approval of the shareholders of the Company,

provide for a vesting period for the exercise of the SAR that is more favorable

to the Participant than the exercise period for the related Option. An SAR may

not have a term exceeding ten years from its Grant Date. An SAR granted

independently of any other Award will be exercisable pursuant to the terms of

the Award Agreement, but shall not, without the approval of the shareholders of

the Company, provide for a vesting period for the exercise of the SAR that is

more favorable to the Participant than the exercise period for the related

Option.

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Whether an SAR is related to an Option or is granted independently, the SAR may

only be exercised when the Fair Market Value of the Shares underlying the SAR

exceeds the exercise price of the SAR.

(d) Effect on Available Shares. All SARs are to be settled in shares of

the Company's stock and shall be counted in full against the number of shares

available for award under the Plan, regardless of the number of exercise gain

shares issued upon settlement of the SARs.

(e) Payment. Upon exercise of an SAR related to an Option and the

attendant surrender of an exercisable portion of any related Award, the

Participant will be entitled to receive payment of an amount determined by

multiplying -

(i) the excess of the Fair Market Value of a Share on the date of

exercise of the SAR over the exercise price per Share of the SAR, by

(ii) the number of Shares with respect to which the SAR has been

exercised.

Notwithstanding the foregoing, an SAR granted independently of an Option

(i) may limit the amount payable to the Participant to a percentage, specified

in the Award Agreement but not exceeding one-hundred percent (100%), of the

amount determined pursuant to the preceding sentence, and (ii) shall be subject

to any payment or other restrictions that the Committee may at any time impose

in its discretion, including restrictions intended to conform the SARs with

Section 409A of the Code.

(f) Form and Terms of Payment. Subject to Applicable Law, the Committee

may, in its sole discretion, settle the amount determined under Section 7(e)

above solely in cash, solely in Shares (valued at their Fair Market Value on the

date of exercise of the SAR), or partly in cash and partly in Shares. In any

event, cash shall be paid in lieu of fractional Shares. Absent a contrary

determination by the Committee, all SARs shall be settled in cash as soon as

practicable after exercise. Notwithstanding the foregoing, the Committee may, in

an Award Agreement, determine the maximum amount of cash or Shares or

combination thereof that may be delivered upon exercise of an SAR.

(g) Termination of Employment or Consulting Relationship. The Committee

shall establish and set forth in the applicable Award Agreement the terms and

conditions on which an SAR shall remain exercisable, if at all, following

termination of a Participant's Continuous Service. The provisions of Section

6(h) above shall apply to the extent an Award Agreement does not specify the

terms and conditions upon which an SAR shall terminate when there is a

termination of a Participant's Continuous Service.

8. RESTRICTED SHARES, RESTRICTED SHARE UNITS, AND UNRESTRICTED SHARES

(a) Grants. The Committee may in its discretion grant restricted shares

("Restricted Shares") to any Eligible Person and shall evidence such grant in an

Award Agreement that is delivered to the Participant and that sets forth the

number of Restricted Shares, the purchase price for such Restricted Shares (if

any), and the terms upon which the Restricted Shares may become vested. In

addition, the Company may in its discretion grant the right to receive Shares

after certain vesting requirements are met ("Restricted Share Units") to any

Eligible Person and shall evidence such grant in an Award Agreement that is

delivered to the Participant which sets forth the number

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of Shares (or formula, that may be based on future performance or conditions,

for determining the number of Shares) that the Participant shall be entitled to

receive upon vesting and the terms upon which the Shares subject to a Restricted

Share Unit may become vested. The Committee may condition any Award of

Restricted Shares or Restricted Share Units to a Participant on receiving from

the Participant such further assurances and documents as the Committee may

require to enforce the restrictions. In addition, the Committee may grant Awards

hereunder in the form of unrestricted shares ("Unrestricted Shares"), which

shall vest in full upon the date of grant or such other date as the Committee

may determine or which the Committee may issue pursuant to any program under

which one or more Eligible Persons (selected by the Committee in its discretion)

elect to receive Unrestricted Shares in lieu of cash bonuses that would

otherwise be paid.

(b) Vesting and Forfeiture. The Committee shall set forth in an Award

Agreement granting Restricted Shares or Restricted Share Units, the terms and

conditions under which the Participant's interest in the Restricted Shares or

the Shares subject to Restricted Share Units will become vested and

non-forfeitable. Except as set forth in the applicable Award Agreement or the

Committee otherwise determines, upon termination of a Participant's Continuous

Service for any other reason, the Participant shall forfeit his or her

Restricted Shares and Restricted Share Units; provided that if a Participant

purchases the Restricted Shares and forfeits them for any reason, the Company

shall return the purchase price to the Participant only if and to the extent set

forth in an Award Agreement.

(c) Issuance of Restricted Shares Prior to Vesting. The Company shall

issue stock certificates that evidence Restricted Shares pending the lapse of

applicable restrictions, and that bear a legend making appropriate reference to

such restrictions. Except as set forth in the applicable Award Agreement or the

Committee otherwise determines, the Company or a third party that the Company

designates shall hold such Restricted Shares and any dividends that accrue with

respect to Restricted Shares pursuant to Section 8(e) below.

(d) Issuance of Shares upon Vesting. As soon as practicable after vesting

of a Participant's Restricted Shares (or Shares underlying Restricted Share

Units) and the Participant's satisfaction of applicable tax withholding

requirements, the Company shall release to the Participant, free from the

vesting restrictions, one Share for each vested Restricted Share (or issue one

Share free of the vesting restriction for each vested Restricted Share Unit),

unless an Award Agreement provides otherwise. No fractional shares shall be

distributed, and cash shall be paid in lieu thereof.

(e) Dividends Payable on Vesting. Whenever Shares are released to a

Participant under Section 8(d) above pursuant to the vesting of Restricted

Shares or the Shares underlying Restricted Share Units are issued to a

Participant pursuant to Section 8(d) above, such Participant shall receive

(unless otherwise provided in the Award Agreement), with respect to each Share

released or issued, an amount equal to any cash dividends (plus, in the

discretion of the Committee, simple interest at a rate as the Committee may

determine) and a number of Shares equal to any stock dividends, which were

declared and paid to the holders of Shares between the Grant Date and the date

such Share is released or issued.

(f) Section 83(b) Elections. A Participant may make an election under

Section 83(b) of the Code (the "Section 83(b) Election") with respect to

Restricted Shares. If a Participant who has received Restricted Share Units

provides the Committee with written notice of his or her intention to make

Section 83(b) Election with respect to the Shares subject to such Restricted

Share Units, the

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Committee may in its discretion convert the Participant's Restricted Share Units

into Restricted Shares, on a one-for-one basis, in full satisfaction of the

Participant's Restricted Share Unit Award. The Participant may then make a

Section 83(b) Election with respect to those Restricted Shares. Shares with

respect to which a Participant makes a Section 83(b) Election shall not be

eligible for deferral pursuant to Section 9 below.

(g) Deferral Elections. At any time within the thirty-day period (or other

shorter or longer period that the Committee selects) in which a Participant who

is a member of a select group of management or highly compensated employees

(within the meaning of the Code) receives an Award of either Restricted Shares

or Restricted Share Units, the Committee may permit the Participant to

irrevocably elect, on a form provided by and acceptable to the Committee, to

defer the receipt of all or a percentage of the Shares that would otherwise be

transferred to the Participant upon the vesting of such Award. If the

Participant makes this election, the Shares subject to the election, and any

associated dividends and interest, shall be credited to an account established

pursuant to Section 9 hereof on the date such Shares would otherwise have been

released or issued to the Participant pursuant to Section 8(d) above.

9. DEFERRED SHARE UNITS

(a) Elections to Defer. The Committee may permit any Elig