Non-competition/non-solicitation agreement of L. Anthony Tebeau



 Exhibit 10.3 
 NON-COMPETITION/NON-SOLICITATION AGREEMENT 
 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”). 
 Recitals 
 1. Pursuant to the terms of the Agreement and the Plan of Mergers dated as of the
     day of                     , 2006 (the “Plan”) among Heritage and the Company, Bancorp will be
merged into Heritage, and the Bank will be merged into Heritage Bank. 
 2. The obligation of Heritage to consummate the transactions
contemplated by the Plan is conditioned upon its receipt of non-competition agreements from Executives of the Company. 
 3. Executive is a
shareholder of Bancorp as well as a director of the Company. 
 Agreement 
 In consideration of the performance of Heritage under the Plan, Executive agrees that for a period of two (2) years after he ceases to be the
President and Chief Executive Officer of the Bank or its successor, he will not, directly or indirectly, become interested in, as a promoter, principal shareholder, director or officer of, any financial institution that competes or will compete with
Heritage or any of its subsidiaries or their affiliates within Thurston County, Pierce County and King County in the State of Washington. 
 Executive also agrees that during this two (2) year period, Executive (or any agent acting on behalf of Executive) will not directly or indirectly solicit or attempt to solicit on behalf or for the benefit of any financial institution
(i) any employees of the Company, Heritage, or any of their subsidiaries or affiliates, to leave their employment for employment with another financial institution or (ii) any customers of the Company, Heritage, or any of their
subsidiaries or affiliates to remove their business from the Company, Heritage, or any of their subsidiaries or affiliates. Solicitation prohibited under this section includes solicitation by any means, including, without limitation, meetings,
telephone calls, letters or other mailings, electronic communication of any kind, and internet communications. 
 Executive recognizes and
agrees that any breach of this Agreement by him will entitle Heritage and any of its successors or assigns to injunctive relief and/or specific performance, as well as any other legal or equitable remedies to which such entities may otherwise be
entitled. The substantially prevailing party in any such dispute will be entitled to recover from the other party its costs and expenses, including specifically, reasonable attorneys’ fees. 
 The provisions of this Agreement are severable, and the invalidity of any provision will not affect the validity of other provisions. If a court of
competent jurisdiction deems that the duration, geographic scope, or other restriction imposed by this Agreement is unenforceable, such court may reform the restriction as is necessary to make such restriction enforceable. 
 Executed as of the 24th day of January, 2006. 
  

					
	HERITAGE FINANCIAL CORPORATION	 	EXECUTIVE
			
	By:	 	  
	 	  

	Its: