FIRST AMENDMENT TO SHAREHOLDER AGREEMENT

Exhibit 99.12

FIRST AMENDMENT TO

SHAREHOLDER AGREEMENT

This First Amendment to Shareholder Agreement (this “Amendment”) is entered on September 29, 2021 by and among the undersigned.

Recitals

A.       The undersigned Shareholders are party to that certain Shareholder Agreement that became effective on June 10, 2020 (the “Shareholder Agreement”).

B.       The Shareholders entered into the Shareholder Agreement to facilitate communication among the Shareholders party thereto with respect to their investment in the Company and to facilitate positive interaction and communication with its Board.

C.       The Company, together with its subsidiary Altabank, entered into that certain Plan and Agreement of Merger dated May 18, 2021, with Glacier Bancorp, Inc. (“Glacier”) and its subsidiary Glacier Bank (“Merger Agreement”).

D.       Pursuant to the Merger Agreement, the Company will merge into Glacier with Glacier as the surviving corporation and the Shareholders automatically becoming shareholders of Glacier common stock as more fully described therein (“Merger Transaction”).

E.       In anticipation of, and effective upon the consummation of, the Merger Transaction, the Shareholders wish to amend the Shareholder Agreement in accordance with the terms and conditions set forth herein. Except as expressly set forth herein, the Shareholder Agreement shall remain in full force and effect in accordance with its terms.

Agreement

NOW THEREFORE, in consideration of the foregoing premises, and the mutual agreements set forth below, the undersigned hereby agree as follows:

1.       Capitalized Terms. Capitalized terms not defined herein shall have the meaning given them in the Shareholder Agreement.

2.       Designated Representatives. The Shareholder Agreement is hereby amended to the extent necessary such that the Designated Representatives shall be: (i) Xxxx Xxxxxxx, (ii) Xxxxxx Xxxxxxx, (iii) Xxxx Xxxxxxx, (iv) Xxxxxxxx Xxxxxxx and (v) Xxxxxx Xxxxxxx. Except as set forth herein, the provisions of the Shareholder Agreement governing the succession of Designated Representatives shall remain unchanged.

3.       Shareholder Agreement Post-Merger.

(a)       Effectiveness of Shareholder Agreement. The Shareholder Agreement is hereby amended as of the effective time of the Merger Transaction and to the extent necessary such that, upon the consummation of the Merger Transaction, the Shareholder Agreement shall remain in full force and effect with Glacier as the Company and the Shareholders as owners of Glacier common stock.

(b)       Rule 13(d) Reporting Requirement. The Shareholder Agreement is hereby amended to acknowledge that, upon consummation of and after giving effect to the Merger Transaction, the Shareholders parties hereto will be owners of approximately 4.2% of Glacier common stock and shall therefore no longer have reporting requirements under the Exchange Act by virtue of the Shareholder Agreement.

4.       Membership. The Shareholder Agreement is hereby amended to the extent necessary such that: (i) the undersigned parties to this Amendment shall each be a Shareholder under the Shareholder Agreement and benefited by and subject to its terms and conditions; and (ii) the original parties to the Shareholder Agreement that are not undersigned parties to this Amendment shall each be withdrawn from and no longer party to the Shareholder Agreement. Following the Merger Transaction, members of the Xxxxxxx family that are owners of Glacier common stock but not party to the Shareholder Agreement may become a party hereto by the mutual written agreement of such person and the undersigned Shareholders.

5.       Term. Section 10 of the Shareholder Agreement is deleted in its entirety and replaced as follows: The Shareholder Agreement is hereby amended to the extent necessary such that it shall not terminate until such time that there are less than two Shareholders that are parties thereto. Any Party to the Shareholder Agreement may withdraw from and terminate its rights and obligations under thereto on seven (7) days’ prior written notice to a Designated Representative; provided, however, that such Person shall remain obligated for the payment in full of any unpaid assessment made pursuant to Section 3(d) above.

6.       Further Deletions. The following sections of the Shareholder Agreement are hereby deleted in their entirety: (i) the last sentence of Section 3(a); (ii) the last sentence of Section 5; (iii) the last sentence of Section 6(c); and (iv) the penultimate sentence of Section 8.

7.       Miscellaneous.

(a)       Full Force and Effect. This Amendment shall be binding upon and insure to the benefit of the undersigned Shareholders. Except as specifically provided herein, the Shareholder Agreement shall remain in full force and effect. If any provision of the Shareholder Agreement is in conflict with any provision of this Amendment, this Amendment shall control.

(b)       Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[signatures to follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed effective as of the day and year first above written.

	DRG PARTNERS, LLC
	By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Manager
	THE RASPBERRY TRUST
	By:	/s/ Xxxx X. Xxxxxxx
	Name:	Xxxx X. Xxxxxxx
	Title:	Authorized Agent
	THE XXXXXXX LEGACY TRUST
	By:	/s/ Xxxxx Xxxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxx Rockwell
	Title:	Trustee
	XXXX X. XXXXXXX
	/s/ Xxxx X. Xxxxxxx
	XXXXXXX XXXXXXX
	/s/ Xxxxxxx Xxxxxxx
	XXXXX XXXXXXX
	/s/ Xxxxx Xxxxxxx
	XXXXXX XXXXXXX
	/s/ Xxxxxx Xxxxxxx
	XXXXXXX XXXXXXX
	/s/ Xxxxxxx Xxxxxxx

	THE XXXX X. XXXXXX REVOCABLE TRUST
	By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Trustee
	THE XXXXX AND XXXXX XXXXXXXXXXXX FAMILY TRUST
	By:	/s/ Xxxxx and Xxxxx Xxxxxxxxxxxx
	Name:	Xxxxx and Xxxxx Xxxxxxxxxxxx
	Title:	Trustee
	XXXXXXXXXXX XXXXX XXXXXXXXXXXX
	/s/ Xxxxxxxxxxx Xxxxx Xxxxxxxxxxxx
	P.H. XXXXXXX FAMILY TRUST
	By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Trustee
	XXXXX X. XXXXXXX
	/s/ Xxxxx X. Xxxxxxx
	XXXXX XXXXX XXXXXXXX
	/s/ Xxxxx Xxxxx Xxxxxxxx
	XXXX XXX XXXXXXX XXXXXXXX
	/s/ Xxxx and Xxxxxxx Xxxxxxxx
	THE XXXX XXXXXXX FAMILY LLC
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Manager

	XXXXXXX XXXXXXX
	/s/ Xxxxxxx Xxxxxxx
	XXXXXX XXXXXXX
	/s/ Xxxxxx Xxxxxxx
	XXXXXXX XXXXXXX
	/s/ Xxxxxxx Xxxxxxx
	JILENNE XXXXXXX
	/s/ Jilenne Xxxxxxx
	XXXXXX XXXXXX XXXXXXX
	/s/ Xxxxxx Xxxxxx Xxxxxxx
	XXXXX OMEGA XXXXXXX
	/s/ Xxxxx Omega Xxxxxxx
	XXXXXX XXXXXXX XXXXXXX
	/s/ Xxxxxx Xxxxxxx Xxxxxxx
	XXXXX XXXXXX XXXXXXX
	/s/ Xxxxx Xxxxxx Xxxxxxx
	THE XXXX AND XXXXXX XXXXXX FAMILY LLC
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Trustee

	HETS LLC
	By:	/s/ Xxxxxxx Xxxxxx-Xxxxxxxx
	Name:	Xxxxxxx Xxxxxx-Xxxxxxxx
	Title:	Trustee
	XXXXXXXX XXXXXX XXXXXXXX
	/s/ Xxxxxxxx Xxxxxx Xxxxxxxx
	XXXX XXXXXX
	/s/ Xxxx Xxxxxx
	XXXXXX X. XXXXXXX INVESTMENTS, L.C.
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Member
	THE XXXXXX X. XXXXXXX TRUST
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Trustee
	THE XXXX X. XXXXXX XX AND XXXXXXX X. XXXXXX TRUST FBO XXXXXX FAMILY TRUST U/A JAN. 3, 2002
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Trustee
	XXXXXXX XXXXXXX XXXXXX
	/s/ Xxxxxxx Xxxxxxx Xxxxxx

	THE LIVING TRUST OF XXXXXXXX XXXXXX XXXXXXX AND XXXX XXXXXXXX XXXXXXX
	By:	/s/ Xxx Xxxxxxx
	Name:	Xxx Xxxxxxx
	Title:	Trustee
	XXXXXXXX XXXXXX XXXXXXX
	/s/ Xxxxxxxx Xxxxxx Xxxxxxx
	XXXX XXXXX XXXXXXX
	/s/ Xxxx Xxxxx Xxxxxxx
	XXXXX XXXXXXX XXXXXXX
	/s/ Xxxxx Xxxxxxx Xxxxxxx
	XXXXXXX HOLDING COMPANY LLC
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Member
	THE XXXXXXX FAMILY TRUST
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Trustee
	XXXXXXXXXX FAMILY REVOCABLE TRUST
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxxx
	Title:	Trustee
	FIX FAMILY TRUST
	By:	/s/ Xxxxxxxxx X. Fix
	Name:	Xxxxxxxxx X. Fix
	Title:	Trustee

	XXXXX XXXXXXX XXXXXX
	/s/ Xxxxx Xxxxxxx Xxxxxx
	XXXXX XXXXXX
	/s/ Xxxxx Xxxxxx
	XXXX XXXXXXX
	/s/ Xxxx Xxxxxxx
	JST FAMILY TRUST
	By:	/s/ Xxxxx Trexter
	Name:	Xxxxx Trexter
	Title:	Trustee
	XXXXXXX XXXX XXXXXX
	/s/ Xxxxxxx Xxxx Xxxxxx
	XXXXXXXX XXXXXX
	/s/ Xxxxxxxx Xxxxxx
	XXXXXX XXXXXX
	/s/ Xxxxxx Xxxxxx