Summary of HERITAGE FINANCIAL CORP /WA/

ITEM 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 29, 2009, Heritage Financial Corporation ("Heritage") entered into Compensation Modification Agreements with each of Brian L. Vance, D. Michael Broadhead, Donald V. Rhodes, Donald J. Hinson, Gregory Patjens and Dave Spurling. These agreements were entered into in connection with Heritage's participation in the United States Department of the Treasury's ("Treasury") Troubled Assets Relief Program Capital Purchase Program, as disclosed in Heritage's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2008, as well as the Treasury's release of interim final regulations, published in the Federal Register on June 15, 2009.

The form of Compensation Modification Agreement entered into with each of Brian L. Vance and D. Michael Broadhead is filed as Exhibit 10.1 and the form of Compensation Modification Agreement entered into with each of Donald V. Rhodes, Donald J. Hinson, Gregory Patjens and David Spurling is filed as Exhibit 10.2 to this Form 8-K.

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   Form of Compensation Modification Agreement by and between Heritage
       Financial Corporation and each of Brian L. Vance and D. Michael Broadhead.

10.2   Form of Compensation Modification Agreement by and between Heritage
       Financial Corporation and each of Donald V. Rhodes, Donald J. Hinson,
       Gregory Patjens and David Spurling.