DIRECTOR RESIGNATION AGREEMENT

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                                                                    Exhibit 10.2

                         DIRECTOR RESIGNATION AGREEMENT

      This Director Resignation Agreement ("RESIGNATION AGREEMENT"), dated as of

July 14, 2005, is among Glacier Bancorp, Inc., a Montana corporation

("GLACIER"), Thompson Falls Holding Co., a Montana corporation ("TFHC"), TFHC's

subsidiary, First State Bank, a Montana corporation ("FSB") and the undersigned,

each of whom is a director ("DIRECTOR") of THFC and/or FSB.

                                     RECITAL

      In connection with the Plan and Agreement of Merger (the "MERGER

AGREEMENT") dated as of the date hereof, whereby, among other things, THFC will

merge with and into Glacier and FSB will merge with and into Glacier's

subsidiary, First Security Bank of Missoula (the "TRANSACTION"), each Director

hereby agrees as follows:

                                    AGREEMENT

1.     RESIGNATION. Each Director hereby tenders his or her resignation from the

       Boards of Directors of TFHC and/or First State Bank, as the case may be,

      effective only upon the closing of the Transaction.

2.     MISCELLANEOUS.

      a.     Counterparts. This Resigna