Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Donald J. Hinson

This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and DONALD J. HINSON, an employee of the Company (the “Participant,” and together with the Company, the “Parties”).

In consideration of the foregoing and the mutual promises and covenants of the parties hereto set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby expressly covenant and agree as follows:

Section 1.Company Contributions. The Company shall continue to make a Company Contribution for Plan Years 2020, 2021, and 2022, on the same terms and conditions set forth in the Participant Agreement, with the performance metrics and targets in connection with such Company Contributions for such Plan Years to be established in the sole discretion of the Committee, following consultation with the Chief Executive Officer of the Company.

Section 2.    Entire Agreement. This Addendum, in addition to the Participation Agreement and the Plan, constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral.

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Addendum as of the date set forth below.