The number of shares voted "for" a director nomineein uncontested elections must exceed the number of shares voted "against"him or her in order for the nominee to be elected to the Heritage Financial Corp. board pursuant to amendments tothe Olympia, Wash.-based company's bylaws.

Adopted by the board Sept. 28, the amendments also provide thatan election is considered contested if there are shareholder nominees for directorpursuant to the company's advance notice provision and who are not withdrawn bythe advance notice deadline.

The election of directors will be held under a plurality standardif the board determines there is a "contested election."