0001193125-06-070716 Sample Contracts

NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • March 31st, 2006 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

This Agreement is made and entered into as of the 24th day of January, 2006, between HERITAGE FINANCIAL CORPORATION., a Washington corporation (“Heritage”) and Paula Vinson (“Executive”), the Chief Financial Officer and Senior Vice-President of Western Washington Bancorp, Inc. (“Bancorp”) and/or Washington State Bank, NA. (the “Bank”) (Bancorp and the Bank, collectively, being the “Company”).

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NON-COMPETITION/NON-SOLICITATION AGREEMENT
Non-Competition/Non-Solicitation Agreement • March 31st, 2006 • Heritage Financial Corp /Wa/ • Savings institutions, not federally chartered

This Agreement is made and entered into as of the 24th day of January, 2006, between HERITAGE FINANCIAL CORPORATION, a Washington corporation (“Heritage”) and L. Anthony Tebeau (“Executive”), the President and Chief Executive Officer of Western Washington Bancorp, Inc. (“Bancorp”) and/or Washington State Bank, NA. (the “Bank”) (Bancorp and the Bank, collectively, being the “Company”).

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