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                                                                    EXHIBIT 10.3

                 PRINCIPAL SHAREHOLDER NON-COMPETITION AGREEMENT

      This Principal Shareholder 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 shareholders of CDC identified on Schedule I ("SHAREHOLDER").

                                    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.    As the beneficial owner of 5% or more of any class of CDC's outstanding
      securities, each Shareholder will receive substantial benefits from the
      consummation of the Merger and accordingly desires to facilitate the
      Merger. 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 each
      Shareholder 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 Shareholder 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 bank 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 Yellowstone, Ravalli, Fergus,
            Blaine and Flathead Counties in Montana.

      c.    Term. "TERM" means 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 Shareholder may become involved with a Competing
      Business or serve, directly or indirectly, a Competing Business in any
      manner, including without limitation, (a) as a shareholder, member,
      partner, director, officer, manager, investor, organizer, founder,
      employee, consultant, agent, or representative, or (b) during the
      organization and pre-opening phases in the formation of a Competing
      Business.

3.    NO SOLICITATION. During the Term, no Shareholder may, directly or
      indirectly, solicit or attempt to solicit (a) any employees of the
      Combined Entity or any of its subsidiaries or affiliates to participate,
      as an employee or otherwise, in any manner in a Competing Business, or (b)
      any customers of the Combined Entity or its subsidiaries or affiliates to
      transfer their business to a Competing Business. Solicitation prohibited
      under this section includes solicitation by any means, including, without
      limitation, meetings, letters or other mailings, electronic communications
      of any kind, and internet communications.

4.    CONFIDENTIAL INFORMATION. During and after the Term, no Shareholder may
      disclose any confidential information of the Combined Entity or its
      subsidiaries or affiliates obtained by such person as a result of his, her
      or its status as a principal shareholder of CDC, except in accordance with
      a judicial or other governmental order.

5.    OUTSIDE COVERED AREA. Nothing in this Non-Competition Agreement prevents a
      Shareholder from becoming involved with, as a shareholder, member,
      partner, director, officer, manager, investor, organizer, founder,
      employee, consultant, agent, representative, or otherwise, a Competing
      Business that has no operations in the Covered Area. To that end, the
      parties acknowledge and agree that the Trust and/or the Foundation's
      ownership of commercial banks' (or bank holding companies') securities as
      of the date hereof does not violate this Non-Competition Agreement, as
      none of such commercial banks or bank holding companies has operations in
      the Covered Area.

6.    PASSIVE INTEREST. Nothing in this Non-Competition Agreement prevents a
      Shareholder from owning 5% or less of any class of security of a Competing
      Business. To the extent a Shareholder owns more than 5% of any class of
      security of a Competing Business as of the date hereof, such ownership
      shall not violate Section 2 if (a) the Shareholder has disclosed such
      ownership on a schedule attached to this Non-Competition Agreement, and
      (b) the Shareholder does not acquire additional shares of such Competing
      Business during the Term (other than pursuant to stock splits or stock
      dividends).

7.    REMEDIES. Any breach of this Non-Competition Agreement by a Shareholder
      will entitle the Combined Entity, together with its successors and
      assigns, to injunctive relief and/or specific performance, as well as to
      any other legal or equitable remedies to which they may be entitled.

8.    GOVERNING LAW AND ENFORCEABILITY. This Non-Competition Agreement is
      governed by, and will be interpreted in accordance with, the laws of the
      State of Montana. If any court determines that the restrictions set forth
      in this Non-Competition Agreement are unenforceable, then the parties
      request such court to reform these provisions to the

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      maximum restrictions, term, scope or geographical area that such court
      finds enforceable. Venue of any legal action or proceeding between the
      parties related to this Non-Competition Agreement shall be in Yellowstone
      County, Montana, and the parties each consent to the personal jurisdiction
      of the courts of the State of Montana and the federal courts located in
      Montana. Each Shareholder agrees not to claim that Yellowstone County,
      Montana is an inconvenient place for trial.

9.    INDIVIDUAL OBLIGATIONS. The obligations of each of the Shareholder under
      this Non-Competition Agreement are intended to be several and not joint.

10.   ADDITIONAL SIGNATURES. CDC will use its reasonable best efforts to obtain,
      within 30 days following the date hereof, the signatures to this
      Non-Competition Agreement of those persons identified on Schedule II. Upon
      each such person's execution of this Non-Competition Agreement, he will be
      a "Shareholder" within the meaning of this Non-Competition Agreement and
      subject to all of its terms and obligations.

11.   COUNTERPARTS. The parties may execute this Non-Competition Agreement in
      one or more counterparts, including facsimile counterparts. All the
      counterparts will be construed together and will constitute one agreement.

The parties have signed this Principal Shareholder Non-Competition Agreement as
of April 20, 2006:

GLACIER BANCORP, INC.                        CITIZENS DEVELOPMENT COMPANY

By /s/ Michael J. Blodnick                   By /s/ Dean Comes
   -----------------------------------          -------------------------------
   Michael J. Blodnick                          Dean Comes
   President & Chief Executive Officer          President

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                                   SCHEDULE I

                 PRINCIPAL SHAREHOLDER NON-COMPETITION AGREEMENT

WELLS FARGO BANK, NATIONAL      THE FIRST NATIONAL BANK OF
ASSOCIATION, AS TRUSTEE OF THE  SIOUX FALLS, AS TRUSTEE OF THE
JOHN T. VUCUREVICH FOUNDATION   JOHN T. VUCUREVICH LIVING TRUST


By /s/ Gary Gunderson                        By /s/ Shawn Bolender
   -----------------------------------          --------------------------------
   Gary Gunderson, Trust Officer                Shawn Bolender, Assistant
                                                Vice President and Trust Officer

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                                   SCHEDULE II

                 PRINCIPAL SHAREHOLDER NON-COMPETITION AGREEMENT

______________________________________       ___________________________________
Daran Becker                                 John Zulliger

______________________________________       ___________________________________
Duncan Flann                                 William Curley

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