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EXHIBIT 10.1
DIRECTOR AND PRINCIPAL SHAREHOLDER
VOTING AGREEMENT
This
Director and Principal Shareholder Voting Agreement ("VOTING
AGREEMENT"), dated as of April 20, 2006, is among GLACIER BANCORP,
INC.
("GLACIER"), CITIZENS DEVELOPMENT COMPANY ("CDC"), and the
undersigned directors
and/or shareholders of CDC identified on Schedule I (a
"SHAREHOLDER"). This
Voting Agreement will be effective upon the signing of the Merger
Agreement
(defined below).
RECITAL
As an
inducement for Glacier to enter into the Plan and Agreement of
Merger (the "MERGER AGREEMENT") dated as of the date hereof,
whereby, among
other things, CDC will merge with and into a Montana corporation to
be formed by
Glacier (the "TRANSACTION"), each of the Shareholders, for such
Shareholder and
his, her or its heirs and legal representatives, hereby agrees as
follows:
AGREEMENT
1. VOTING
AND OTHER MATTERS. Each Shareholder will vote or cause to be
voted
all shares
of CDC's common stock that such Shareholder beneficially owns
as of the
date hereof or hereafter acquires (the "SHARES") in favor of
approval
of the Merger Agreement and the Transaction. In addition, each
Shareholder will (a) recommend to the shareholders of CDC that
they
approve
the Merger Agreement, and (b) refrain from any actions or
omissions inconsistent
with the foregoing, except as otherwise required by
law or
permitted by Section 4.1.11 of the Merger Agreement.
2. NO
TRANSFER. Until the earlier of the consummation of the Transaction
or
the
termination of the Merger Agreement, no Shareholder may sell,
transfer,
permit a lien or other encumbrance to be created with respect
to, or
grant any proxy in respect of (except for proxies solicited by
CDC's
Board of Directors in connection with the CDC shareholders'
meeting
at which
the Transaction is presented for shareholder approval) any
Shares,
unless all other parties to any such sale or other transaction
enter into
an agreement in form and substance satisfactory to Glacier
embodying
the benefits and rights contained in this Voting Agreement. The
foregoing
notwithstanding, the Trust may transfer its Shares to the
Foundation
pursuant to the Foundation Transfer.
3.
INDIVIDUAL OBLIGATIONS. The obligations of each Sharehold
