CDC DIRECTOR NON-COMPETITION AGREEMENT

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                                                                    EXHIBIT 10.2

                     CDC DIRECTOR NON-COMPETITION AGREEMENT

      This CDC Director Non-Competition Agreement ("NON-COMPETITION AGREEMENT"),
dated as of April 20, 2006, is made by and among CITIZENS DEVELOPMENT COMPANY
("CDC"), GLACIER BANCORP, INC. ("GLACIER") and the undersigned, each of whom is
a director of CDC who is not party to an employment agreement with a subsidiary
of CDC and/or Glacier (the "DIRECTORS").

                                    RECITALS

A.     Glacier and CDC have entered into a Plan and Agreement of Merger (the
      "MERGER AGREEMENT") dated as of the date hereof, pursuant to which (i) CDC
      will merge (the "MERGER") with and into a Montana corporation to be formed
      by Glacier ("HOLDINGS"), (ii) CDC's subsidiaries, Citizens State Bank,
      First Citizens Bank of Billings, First National Bank of Lewistown, Western
      Bank of Chinook, N.A., and First Citizens Bank, N.A. (each, a "CDC BANK"
      and collectively, the "CDC BANKS") will become subsidiaries of Holdings,
      and (iii) following a transition period, the CDC Banks will be merged with
      and into Glacier's other subsidiary banks.

B.     The parties to this Non-Competition Agreement believe that the future
      success and profitability of Glacier, the CDC Banks and the CDC Banks'
      successors (collectively, the "COMBINED ENTITY") require that the
      Directors not be affiliated in any substantial way with a Competing
      Business (as defined herein) for a reasonable period of time after closing
      of the Merger.

                                    AGREEMENT

      In consideration of the parties' performance under the Merger Agreement,
each Director agrees as follows:

1.     DEFINITIONS. Capitalized terms not defined in this Non-Competition
      Agreement have the meaning assigned to those terms in the Merger
      Agreement. The following definitions also apply to this Non-Competition
      Agreement:

       a.     Competing Business. "COMPETING BUSINESS" means any commercial bank
            (including without limitation, any start-up or other commercial bank
            in formation) or holding company thereof that competes or will
            compete within the Covered Area with the Combined Entity or any of
            its subsidiaries or affiliates.

      b.     Covered Area. "COVERED AREA" means the state of Montana.

      c.     Term. "TERM" means, with respect to each Director, the period of
             time beginning on the Effective Date and ending two (2) years after
            the Effective Date. If the Merger Agreement is terminated for any
            reason, this Non-Competition Agreement shall be void.

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2.     PARTICIPATION IN COMPETING BUSINESS. Except as provided in Section 5 or 6,
      during the Term, no Director may become inv