(e) – Compensatory Arrangements

(A) Deferred Compensation Plan Participation Agreement Addendum for Executives

Effective December 21, 2016, the Company modified the existing Participation Agreements, via addendum, to extend the period of participation for each of Jeffrey J. Deuel, Donald J. Hinson, Bryan McDonald and David A. Spurling (“Officers”) in the Heritage Financial Corporation Deferred Compensation Plan (“Plan”). The addendums extend the Participation Agreements through December 31, 2019 for each of the Officers.

The Participation Agreements provide for annual performance-based Company contributions to the Plans on behalf of the Officers and the terms and conditions of those contributions under the Plan.

In addition to the foregoing, the addendums also provide the Officer the right to elect to receive distributions in installments over a period of either 24 or 60 months. The Participation Agreement for Brian L. Vance, which already runs through December 31, 2019, was modified, via addendum, solely to provide for this additional distribution election.

The foregoing description of the addendums to the Participation Agreements does not purport to be complete and is qualified in its entirety by reference to the Participation Agreement Addendums, copies of which are attached hereto as Exhibits 10.1 – 10.5 and are incorporated herein by reference, the Participation Agreements, which were filed (i) with respect to Mr. Spurling, as a Form 8-K with the Securities and Exchange Commission on January 6, 2014, (ii) with respect to Mr. Vance, Mr. Deuel and Mr. Hinson, as a Form 8-K with the Securities and Exchange Commission on September 7, 2012, and (iii) with respect to Mr. McDonald as a Form 10-K with the Securities and Exchange Commission on March 10, 2015 and the full terms of the Plan, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2012.

ITEM 9.01 – Financial Statements and Exhibits.

(d) –Exhibits>

The following exhibit is being filed herewith and this list shall constitute the exhibit index:

10.1 Deferred Compensation Plan Participation Agreement Addendum for Brian L. Vance

10.2 Deferred Compensation Plan Participation Agreement Addendum for Jeffrey J. Deuel

10.3 Deferred Compensation Plan Participation Agreement Addendum for Donald J. Hinson

10.4 Deferred Compensation Plan Participation Agreement Addendum for Bryan McDonald

10.5 Deferred Compensation Plan Participation Agreement Addendum for David A. Spurling

About HERITAGE FINANCIAL CORPORATION (NASDAQ:HFWA)

Heritage Financial Corporation is a bank holding company engaged in the business of planning, directing and coordinating the business activities of its bank subsidiary, Heritage Bank (the Bank). The Bank also makes real estate construction loans, land development loans and consumer loans, and originates first mortgage loans on residential properties primarily located in its market area. It offers deposit accounts, including non-interest demand accounts, negotiable order of withdrawal (NOW) accounts, money market accounts, savings accounts and certificates of deposit (CDs). The Bank also originates consumer loans, real estate construction and land development loans, and one- to four-family residential loans. The Bank’s investment portfolio includes investment securities available for sale, as well as investment securities held to maturity.

HERITAGE FINANCIAL CORPORATION (NASDAQ:HFWA) Recent Trading Information

HERITAGE FINANCIAL CORPORATION (NASDAQ:HFWA) closed its last trading session down -0.10 at 25.85 with 75,419 shares trading hands.