Northrim BanCorp, Inc. (Form: 8-K)


ARTICLE 1 DEFINITIONS
1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14		Account Beneficiary Code Committee Company Early Retirement Date ERISA Normal Retirement Date Participant Plan Retirement Plan Trust Trust Fund Trustee


ARTICLE 6 GENERAL PROVISIONS
6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10		Right to Amend or Terminate No Right of Employment Plan Funding Unsecured Benefit Reporting Trust Agreement Administration No Assignment Binding Effect Governing Law

The purpose of this Supplemental Executive Retirement Plan (the “Plan”) is to award individuals for their continued commitment to Northrim Bank (“Bank”), and to provide a supplemental retirement benefit, since retirement benefits under Northrim Bank Retirement Plan have been limited in recent years by Congress under the Internal Revenue Code. It is intended that this Plan will assist in retaining and attracting individuals of exceptional ability by providing them with the benefits provided hereunder.

1.1 Account or Accounts means the record-keeping accounts maintained hereunder on the books and records of the Company to record Participant’s benefits, as well as the increase in value attributable to interest earned thereon, all as described hereafter.

1.2 Beneficiary shall mean the individual(s) designed by the Participant on a form provided by the Committee. If no individual is designated, the Beneficiary shall be: (i) the spouse, if the participant is married on the date of death; or if unmarried, the Participant’s estate.

1.3 Code shall mean the Internal Revenue Code of 1986, as amended from time to time, or any succession thereto.

1.4 Committee shall mean the Compensation Committee of the Board of Directors, which shall administer the Plan in accordance with Section 4.7 hereof.

1.5 Company shall mean Northrim Bank or any successor corporate entity. The Company may delegate authority necessary to administer the Plan to any person or committee.

1.6 Early Retirement Date shall mean the first day of any month between a Participant’s 55th and 65th birthdays, provided the Participant has then completed at least 5 years of vesting service under the terms of the Company’s Savings Incentive Plan.

1.7 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, and any regulations issued pursuant thereto.

1.8 Normal Retirement Date shall mean the Participant’s 65th birthday. No Participant shall be forced to mandatorily retire merely because such Participant attains his or her Normal Retirement Date.

1.9 Participant shall initially mean those individuals listed on Exhibit “A” to this Plan. Other individuals may be added from time to time with the consent of the Board of Directors of Northrim Bank.

1.11 Retirement Plan shall mean the Northrim Bank Defined Benefit Retirement Plan and Trust Agreement as may be amended from time to time.

1.12 Trust shall mean the Rabbi Trust Agreement entered into between the Company and the Trustee, as amended from time to time, if adopted by the Board of Directors of the Company.

1.13 Trust Fund shall mean the cash and other investments held and administered by the Trustee in accordance with the provisions of the Trust and the Plan.

1.14 Trustee shall mean the Committee or any duly appointed additional or successor corporate or independent trustee appointed and acting in accordance with Paragraph 4.6 and Article 4 hereof and the Trust Agreement.

Initially, the individuals listed on Exhibit “A” shall be the only eligible Participants under this Plan. The Company may, in its sole discretion, select other eligible Participants from among a select group of the Company’s management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA.

All such additional Participants, when added, shall be listed on Exhibit “A” to this Plan.

3.1 Pre-2005 Grandfathered Account. Employer contributions shall be credited to a Participant’s respective Accounts in accordance with this Section. Pre-2005 contributions shall be credited to a Pre-2005 Grandfathered Account, and Post-2004 contributions shall be credited to a Post-2004 Account.

3.2 Amount. Upon attaining Normal Retirement Age, or Early Retirement Age, a supplemental retirement benefit shall be payable under the terms of this Plan. The amount of such payment shall be’ based on a contribution being credited annually pursuant to the terms of this Plan. Such contributions shall be credited on January 1 to an account maintained on behalf of the Participant. The account shall be further credited with interest compounded annually. Interest will be credited for the year, or any portion thereof, as of January 1 based on the Bank’s average yield on the Bank’s total assets, less a three year rolling average of net loan charge-offs expressed as a percentage of average loans outstanding for the respective periods. The amount payable to the Participant will be the sum of the contribution(s) plus accrued interest credited to such Participant’s account.

The amount of a Participant’s annual contribution and such Participant’s eligibility date for such contribution shall be attached hereto as Exhibit “B”. Such exhibits shall be individualized for each Participant and shall be numbered in consecutive order beginning with B-1.

3.3 Form of Payment. The supplemental benefit from this Plan, as determined in Section 3.2, shall be paid-in monthly installments as follows:

(a) A calculation shall be made to convert the account balance payable under Section 3.2 to equal installment payments payable over a period not to exceed fifteen (15) years, in accordance with Participant’s election, or if no election is made, the period shall be fifteen (15) years. The conversion shall be based upon the time period selected and the applicable interest rate in effect as of the date of benefit commencement. For purposes of this paragraph, the applicable interest rate will be fifty (50) basis points over the applicable U.S. Treasury Note Rate. The applicable U.S. Treasury Note Rate will be the preceding twelve (12) month average, preceding the commencement of payments, and will be the nearest quoted rate for a maturity representing two-thirds of the installment pay-out period. For example, if the installment period is fifteen (15) years, the applicable U.S. Treasury Note Rate will be the rate for a note whose term is two-thirds of the fifteen (15) year installment period, i.e., a 10-Year U.S. Treasury Note. The applicable interest rate will, therefore, be fifty (50) basis points over the prior average annual rate for a 10-Year U.S. Treasury Note.

(b) Notwithstanding the above, the Participant may elect to receive a lump sum payment of the supplemental benefit under this Plan, as determined in Section 3.2. Such election must be irrevocable and made at least 60 days before the date benefits would commence under Section 3.2 or 3.4.

3.4 Benefit Commencement. A Participant’s Pre-2005 Supplemental Retirement Benefit shall commence as soon as reasonably practicable following 91 days after the Participant’s termination of employment with the Company, provided the Participant has attained Normal Retirement Age or Early Retirement Age.

4.1 Post-2004 Account. A Participant’s Post-2004 Account shall be 100% vested and nonforfeitable at all times and shall become payable to the Participant upon the expiration of the deferral period elected by the Participant’s annual election form. An initial election form for his or her Post-2004 Account may provide that the deferral period will end on a specified date or the date he terminates employment.

Any deferral election for his or her Post-2004 Account to a specified future distribution date must be for at least two Plan Years, so that the earliest specified future distribution date that a Participant may elect will be January 1 following two Plan Years of deferral (counting the Participant’s initial Plan Year of eligibility if he or she first becomes a Participant on a date after January 1 of a Plan Year).

Notwithstanding the foregoing, a Participant or former Participant may later elect at least 12 months prior to the date on which the Participant deferral period for his or her Post-2004 Account would otherwise have ended to change the specified future distribution date on which payments will commence, provided that election changes the specified future distribution date to a date that is at least five (5) years later than the Participant’s deferral period for his or her Post-2004 Account would otherwise have ended.

All Participants must elect no later than December 31, 2008 to receive their Post-2004 Account at the end of the Participant’s deferral period in a lump sum or in annual installments not to exceed ten (10) years. New Participants after December 31, 2008 must elect at the time they become a Participant to receive their Post-2004 Account at the end of the Participant’s deferral period in a lump sum or in annual installments not to exceed ten (10) years. A Participant may later elect at least twelve (12) months prior to the date on which the Participant’s deferral period for his or her Post-2004 Account would otherwise have ended to change the form of payment the Participant previously elected to a lump sum payment or a specified number of annual installments not to exceed ten (10) years, provided that election also changes the distribution date of the Participant’s Post-2004 Account to a date that is at least five (5) years later than the Participant’s deferral period for is or her Post-2004 Account would otherwise have ended.

4.2 Six Month Payment Delay for Key Employees. If a Participant is a Key Employee as of the date on which he or she ceases to be employed by the Company (or as of such other date as may be prescribed under Code Section 409A), then in no event shall such Participant’s first payment date be less than six (6) months after the date of such Participant’s cessation of employment. For this purpose a “Key Employee” shall be an employee described in Code Section 416(i), as may be modified by Code Section 409A.

4.3 Code Section 409A. This Article 4 is intended to comply and shall be interpreted and construed in a manner consistent with the provisions of Code Section 409A, including any rule or regulation promulgated thereunder. The provisions of this Article 4 shall not be deemed applicable to the Pre-2005 Supplemental Retirement Benefits described in Article 3 however, or to constitute a material modification with respect to such “grandfathered” Accounts. In the event that any provision of this Article or Plan would cause an amount deferred hereunder to be subject to tax under the Code prior to the time such amount is paid to a Participant, such provision shall, without the necessity of further action by the Committee, be deemed null and void.

5.1 Pre-2005 Grandfathered Account Death Benefit. If the Participant dies prior to the commencement of such benefits, payments shall commence to the Beneficiary as soon as practicable after the Participant’s death in installments over fifteen (15) years determined as provided in Section 3.3(a), unless the Committee elects to accelerate payments without penalty to the Beneficiary. If the Participant dies after commencement of benefits, benefits shall continue over the remaining schedule to the Beneficiary, unless the Committee elects to accelerate such payments without penalty to the Beneficiary.

5.2 Post-2004 Account Death Benefit. If a Participant dies prior to the commencement of payments from his or her Post-2004 Account, the Participant’s Beneficiary shall receive the Participant’s Post-2004 Account in the most recent form of payment properly elected by the Participant prior to his or her death in accordance with the terms of this Plan. If the Participant made no form of payment election, the Participant’s Post-2004 Account will be paid to the Beneficiary in ten (10) annual installments, beginning as soon as reasonably practicable after the Participant’s death. If a Participant dies after payments to the Participant have already commenced and the Participant had elected installment payments, the Participant Beneficiary shall receive the remaining annual installment payments that would otherwise have been paid to the Participant. This Paragraph 5.2 also applies to former Participants who still have a Post-2004 Account balance at the time of their death.

6.1 Right to Amend or Terminate. The Company may, by written resolution of its Board of Directors, in its sole discretion, terminate, suspend or amend this Plan at any time, in whole or in part. However, no termination, amendment or suspension of the Plan will affect a Participant’s or Beneficiary’s rights to benefits accrued to the date of amendment, and no amendment shall accelerate benefits to the Participants to the detriment of the Company’s creditors.

Notwithstanding the foregoing, any termination of the Plan by the Board of Directors shall be subject to the provision of Code Section 409A and applicable regulations regarding restrictions on the Board of Director’s right to terminate the Plan and to distribute Post-2004 Accounts.

6.2 No Right of Employment. Nothing contained herein will confer upon any Participant the right to be retained in the service of the Company, nor will it interfere with the right of the Company to discharge or otherwise deal with any Participant without regard to the existence of the Plan.

6.3 Plan Funding. Supplemental retirement benefits may be paid either from a Trust Fund established by the Company or from the general or segregated assets of the Company. All Trust Fund assets, as well as non-Trust Fund assets, shall at all times remain subject to the claims of the general creditors of the Company.

6.4 Unsecured Benefit. The unpaid balance of any account maintained pursuant to this Plan or Trust is an unsecured, general obligation of the Company. No Participant has ownership rights with respect to any asset of the Company or any Trust Fund by reason of his participation in this Plan or any Trust that may be established hereunder.

6.5 Reporting. The Company is not required to render any report or accounting to any Participant until benefits under this Plan are actually paid.

6.6 Trust Agreement. If the Company elects to establish a Trust Fund for the payment of supplemental retirement benefits, the Trustee shall receive and hold all contributions to the Trust Fund made by the Company pursuant to the Plan and shall hold, invest, reinvest, and distribute such fund in accordance with the terms and provisions of this Plan and the Trust Agreement. The Company or the Committee may engage the services of qualified, independent investment managers for the purpose of providing some or all of the investment management for this Plan. The Company or the Committee may modify the Trust Agreement from time to time to accomplish the purposes of this Plan and may, with approval, remove any Trustee and select any successor Trustee. No amendment to the Plan, however, will bind the Trustee without its consent.

6.7 Administration. The Company designates the Compensation Committee to administer, construe and interpret this Plan. The Committee shall perform administrative duties as required herein, and shall serve for such terms as the Company may designate or until a successor has been appointed or until removed by the Company. No Committee member shall vote on a matter that related solely to his entitlement to benefits hereunder.

The construction and interpretation by the Committee of any provision of this Plan shall be final, conclusive and binding upon all parties, including the Company and its employees. The Committee has the sole discretion to decide all issues under this Plan and any Trust that may be established hereunder. Any decision of the Committee that is not an abuse of discretion or arbitrary and capricious, shall be upheld by a court of law. The Committee may adopt rules and regulations to assist it in the administration of the Plan. No member of the Committee shall be liable for any act performed or determination made, unless attributable to willful misconduct or lack of good faith. The Company shall hold the Committee and its members harmless and indemnify them from liability unless such liability stems from willful misconduct or lack of good faith. All expenses of administration of the Plan shall be borne by the Company and no part thereof shall be payable by a Participant in this Plan.

6.8 No Assignment. Except as provided below, no rights hereunder are assignable in whole or in part, either by voluntary or involuntary act or by operation of law. Rights hereunder are not subject to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance. Such rights are not subject to the debts, contracts, liabilities, engagements or torts of the Participant or his Beneficiary. Notwithstanding the above, the Participant’s and Beneficiary’s rights hereunder may be assigned to a trust created under the Participant’s Last Will and Testament or similar dispositive instrument.

6.9 Binding Effect. This Agreement is binding upon the parties hereto, and their respective heirs, executors, administrators, successors and assigns. This Agreement shall bind the Company, and any successor thereto whether as a result of merger, sale of stock, sale of substantially all the assets, or otherwise.

6.10 Governing Law. This Agreement shall be governed by the laws of the State of Alaska except as may be preempted or superseded by federal law. Venue shall be the United States District Court, State of Alaska, at Anchorage.

7.1 Duty to Inform. The Board of Directors and/or the Chief Executive Officer of the Company shall have the duty to inform the Trustee (if a Trust is established) of the Company’s bankruptcy or insolvency, as defined in Section 7.3 below.

7.2 Actions Required. When informed of the Company’s insolvency or bankruptcy by the Board of Directors and/or the Chief Executive Officer, the Trustee shall suspend payments to any Participant or Trust Beneficiary and shall hold assets for the benefit of the Company’s general creditors. Furthermore, if the Trustee receives other written allegations from any other source (with proper written documentation supporting the same) of the Company’s insolvency, the Trustee shall suspend all such payments and hold the Trust assets for the benefit of the Company’s general creditors, and must determine within 30 days whether the Company is in fact insolvent. If the Trustee determines that the Company is not insolvent, the Trustee will resume payments, including any benefits previously suspended. In all cases where the Trustee has actual knowledge of, or has a determination of the Company’s insolvency, the Trustee shall deliver trust assets to satisfy claims of the Company’s general creditors as directed by a court of competent jurisdiction.

7.3 Insolvency. Insolvency shall mean the complete inability of the Company to meet its obligations to the Company’s creditors in due course.

This Amended Supplemental Executive Retirement Plan has been duly executed by the Company’s authorized representative this 1^st day of May, 2008 to be effective as of January 1, 2005.

/s/ Susan E. Stenstrom
Susan E. Stenstrom
Adopted by the Board of Directors of Northrim Bank on November 3, 1994.

I certify that an amendment to the Plan was approved and adopted by the Board of Directors of Northrim Bank on January 6, 2000.

I certify that an amendment to the Plan was approved and adopted by the Board of Directors of Northrim Bank on January 8, 2004.

I certify that an amendment to the Plan was approved and adopted by the Board of Directors of Northrim Bank on May 1, 2008.


ARTICLE I INTRODUCTION ARTICLE II ELIGIBILITY
ARTICLE III PAYMENT OF DEFERRED AMOUNTS AND INTEREST
3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9		Accounts Salary Deferral Bonus Deferral Interest Credited to Accounts Form and Timing of Payment for Pre-2005 Grandfathered Accounts Form and Timing of Payment for Post-2004 Accounts Limit on Payments Code Section 409A Status as a Key Employee


ARTICLE IV DISABILITY ARTICLE V DEATH BENEFITS
ARTICLE VI UNFORESEEABLE EMERGENCY
ARTICLE VII AMENDMENT; TERMINATION; ADMINISTRATION.
ARTICLE VIII MISCELLANEOUS PROVISIONS.
8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9		Assignment Taxes No Employment Agreement Unfunded Vesting Duties Upon Insolvency Claim Procedures Change in Control Entire Agreement

This Deferred Compensation Plan (the “Plan”) provides competitive fringe benefit planning to key employees of Northrim Bank (the “Employer” or “Company”) by permitting such employees to defer the receipt of compensation. The election to defer must be irrevocable and must be made in accordance with the terms of the Plan. This Plan and the elections made hereunder shall bind the Employer, its successors and assigns. The effective date of the Plan is January 1, 1995.

As of the Effective Date, all officers of the Employer are eligible to participate in this Plan (“Eligible Employee(s)” or “Participant”). Other key employees may become eligible to participate if so notified by the Compensation Committee, hereinafter “Committee.”

3.1 Accounts. Salary and bonus deferrals made under this Article 3 shall be credited to a Participant’s Accounts. Amounts deferred and vested prior to 2005 shall be credited to a Pre-2005 Grandfathered Account. Post-2004 deferrals shall be credited to a Post-2004 Account and administered in accordance with Internal Revenue Code Section 409A.

All deferrals made hereunder shall be credited to special accounts on the books of the Employer in the name of the Participants, and/or, with consent of the Employer’s Board and the Committee, deposited in a grantor trust on behalf of such Participants. The Committee shall credit such accounts with interest, in accordance with Section 3.4 hereof. Participant’s accounts will be increased by his or her proportionate share of all interest credited to the accounts by the Employer. A Participant is entitled to a statement of his or her accounts, at least annually, within ninety (90) days after the close of the calendar year.

3.2 Salary Deferral. On or prior to December 31 of each year that this Plan is in effect, any Eligible Employee may elect to defer receipt of at least five percent (5%) to a maximum of one hundred percent (100%) of their salary to be paid in the calendar year following the year of election. The election shall be in writing, on a form provided by the Committee, and shall be irrevocable as to any Salary payable in the next year. Any such election will also be effective with respect to future years’ salary unless revoked by the Participant prior to December 31 of the year preceding the year in which the deferral is to take effect. New elections may be made in accordance with the terms of this Section 3.2 if made by December 31 of the year preceding the year for which the change is to take effect.

Notwithstanding the other provisions of this Section 3.2, an Eligible Employee may elect to defer receipt of all or a portion of their remain salary to be paid in the current calendar year if such election is made in writing within thirty (30) days after the Participant is first notified of their eligibility to participate in the Plan by the Committee.

3.3 Bonus Deferral. On or prior to December 31 of each year that this Plan is in effect, any Eligible Employee may elect to defer receipt of at least five percent (5%) to a maximum of one hundred percent (100%) of their bonus for services to be performed in a succeeding Plan Year. The election shall be in writing, on a form provided by the Committee, and shall be irrevocable as to any bonus payable with respect to services to be performed.

Any such election will also be effective with respect to future years’ bonuses unless revoked by the Participant prior to December 31 of the year preceding the year in which services are to be performed. Any new election with respect to future years’ bonuses must be filed with the Committee prior to December 31 of the year preceding the year during which the services to which the bonus relates are to be performed.

Notwithstanding the other provisions of this Section 3.3, an Eligible Employee may elect to defer receipt of all or any portion of their bonus if such election is made in writing within thirty (30) days after the Participant is first notified of their eligibility to participate in the Plan by the Committee.

3.4 Interest Credited to Accounts. The Committee shall credit all amounts deferred and credited to a Participant’s Accounts as outlined in Sections 3.1 and 3.5 herein, with interest compounded annually. The interest for any given year, or portion thereof, shall be Northrim Bank’s average yield on the Bank’s total assets calculated on January 1, based on the prior year’s performance, less one percentage (l%) point.

All taxes (including interest and penalties) levied or assessed with respect to the funds or the income thereon, shall be paid by the Employer, unless under other applicable tax law, such taxes are deemed an obligation of the Participant, in which case the Participant will pay.

3.5 Form and Timing of Payment for Pre-2005 Grandfathered Accounts. Subject to the limitations contained herein, a Participant’s Pre-2005 Grandfathered Account shall be paid in installments or as a lump sum in accordance with the Participant’s deferral election.

Notwithstanding the above, if installment payments were elected, the Committee may elect, in its sole discretion, to accelerate payments provided an irrevocable request is made in writing at least thirty (30) days prior to the commencement date of the first payment. If an accelerated payment is made, the Participant will also pay to the company a penalty equal to two percent (2%) of the accelerated amount. No such acceleration shall be made to the detriment of a current creditor of the Company. If installment payments are elected, a calculation shall be made to compute a level series of monthly payments based on the Participant’s account balance, the time period selected and the applicable interest rate in effect as of the benefit commencement date. For purposes of this paragraph, the applicable interest rate will be fifty (50) basis points over the applicable U.S. Treasury Note Rate. The applicable U.S. Treasure Note Rate will be the preceding twelve (12) months average, preceding the commencement of payments, and will be the nearest quoted rate for a maturity representing two-thirds of the installment pay-out period. For example, if the installment period is fifteen (15) years, the applicable U.S. Treasury Note Rate will be the rate for a note whose term is two-thirds of the fifteen (15) year installment period, i.e., a 10-Year U.S. Treasury Note. The applicable interest rate will, therefore, be fifty (50) basis points over the prior average annual rate for a 10-Year U.S. Treasury Note.

Any deferral must be for a minimum period of two years. A distribution of a Participant’s account shall begin on the first day of the month following sixty (60) days (or as soon thereafter as administratively possible) after the occurrence of the earliest of: (i) termination of employment (voluntary or involuntary); (ii) disability; or (iii) passage of the period of time stated on the Participant’s deferral election.

3.6 Form and Timing of Payment for Post-2004 Accounts. A Participant’s Post-2004 Account shall be 100% vested and nonforfeitable at all times and shall become payable to the Participant at the time specified in his election form. A Participant’s election form for his or her Post-2004 Account may provide that the Participant’s deferral period will end on a specified date or the date he terminates employment.

Notwithstanding the foregoing, a Participant or former Participant may later elect at least 12 months prior to the date on which the Participant’s deferral period for his or her Post-2004 Account would otherwise have ended to change the specified future distribution date on which payments will commence, provided that election changes the specified future distribution date to a date that is at least five (5) years later than the Participant’s deferral period for his or her Post-2004 Account would otherwise have ended.

All Participants must elect no later than December 31, 2008 to receive their Post-2004 Account at the end of the Participant’s deferral period in a lump sum or in annual installments not to exceed ten (10) years. New Participants after December 31, 2008 must elect at the time they become a Participant to receive their Post-2004 Account at the end of the Participant’s deferral period in a lump sum or in annual installments not to exceed ten (10) years. A Participant may later elect at least twelve (12) months prior to the date on which the Participant’s deferral period for his or her Post-2004 Account would otherwise have ended to change the form of payment the Participant previously elected to a lump sum payment or a specified number of annual installments not to exceed ten (10) years, provided that election also changes the distribution date of the Participant’s Post-2004 Account to a date that is at least five (5) years later than the Participant’s deferral period for his or her Post-2004 Account would otherwise have ended.

3.7 Limit on Payments. No amount will be paid under this Article III if such payment will cause the Employer to pay excessive remuneration to such Employee as that term is defined by Section 162(m) of the Internal Revenue Code (“Code”) of 1986. Payments from Pre-2005 Grandfathered Accounts hereunder will be reduced to the extent necessary to avoid the limitations of Section 126(m) and amounts not paid due to such limitations shall be deferred and paid in the following years.

Payments from Post-2004 Accounts hereunder will be reduced to the extent necessary to avoid the limitations of Section 162(m) and amounts not paid due to such limitations shall be paid no sooner than the form and timing provisions of Code Section 409A as provided in Section 3.6 permit.

3.8 Code Section 409A. This Plan is intended to comply and shall be interpreted and construed in a manner consistent with the provisions of Code Section 409A, including any rule or regulation promulgated thereunder. The provisions of this Plan shall not be deemed applicable to Pre-2005 Grandfathered Accounts or to constitute a material modification with respect to the administration of such Pre-2005 Grandfathered Accounts. In the event that any provision of the Plan would cause an amount deferred hereunder to be subject to tax under the Code prior to the time such amount is paid to a Participant, such provision shall, without the necessity of further action by the Committee, be deemed null and void.

3.9 Status as a Key Employee. If a Participant is a Key Employee as of the date on which he or she ceases to be employed by the Company (or as other such date as may be prescribed under Code Section 409A), then in no event shall such Participant’s initial payment be less than six (6) months after the date of such Participant’s cessation of employment. For this purpose, a “Key Employee” shall be an employee described in Code Section 416(i), as may be modified by Code Section 409A.

For purposes of determining commencement of payments due to disability, disability shall occur when the Participant is receiving income replacement benefits for at least three (3) months under the Employer’s accident or health plan by reason of medically determined physical or mental impairment which is expected to result in death or last for at least twelve (12) months, or the Committee determines that the Participant is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than twelve (12) months.

Any amount due to a Participant which is unpaid upon his or her death shall be paid to the beneficiary designated by the Participant on a form provided by the Committee. The designated beneficiary may be changed from time to time by filing a new beneficiary designation with the Committee. A spouse must consent to a designation if more than fifty percent (50%) of the account will be paid to a beneficiary other than the spouse. The designation last filed shall control. If a Participant fails to designate a beneficiary, or if the person or persons designated on the beneficiary designation predecease the Participant, and the beneficiary designation form does not indicate who receives the amount due, the amount owing shall be paid in the following order:

Payments to the beneficiary of a deceased Participant shall be made in the manner described in Article III, as if the beneficiary were the Participant.

In the event of an unforeseeable emergency, the Participant may withdraw all or part of his or her Accounts and any interest thereon. Provided, that the amount received by the Participant as a result of the revocation or the amount withdrawn shall be limited to the amount necessary to satisfy the unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution.

“Unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant (as defined in Code Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control. Whether circumstances constitute such an unforeseeable emergency depends on the facts of each case as determined by the Committee in its discretion. Payment may not be made if the unforeseeable emergency may be relieved:

(b) By liquidation of the Participant’s assets, to the extent that liquidation itself would not cause severe financial hardship.

This Article VI also applies to former Participants who incur an unforeseeable emergency and who still have a Plan Account balance.

If a Participant obtains a payment upon an unforeseeable emergency, the Participant’s deferral election under this Plan shall terminate.

This Plan may be amended or terminated at any time by a written resolution adopted by the Committee, provided that no amendment or termination shall effect the rights of Participants to receive amounts deferred but unpaid as of such termination or amendment.

The Company designates the Compensation Committee to administer, construe, and interpret this Plan. The Committee shall perform administrative duties as required herein, and shall serve for such terms as the Company may designate or until a successor has been appointed or until removed by the Company. No Committee member shall vote on a matter that related solely to his entitlement to benefits hereunder.

Post-2004 Accounts administered under this Plan are intended to comply and shall be interpreted and construed in a manner consistent with the provisions of Code Section 409A, including any rule or regulation promulgated thereunder. The provisions of this Plan relating to Post-2004 Accounts shall not be deemed applicable to Grandfathered Pre-2005 Accounts or to constitute a material modification of the Plan with respect to such Grandfathered Pre-2005 Accounts. In the event that any provision of the Plan would cause an amount deferred hereunder to be subject to tax under the Internal Revenue Code prior to the time such amount is paid to a Participant, such provision shall, without the necessity of further action by the Committee, be deemed null and void.

8.1 Assignment. No amounts deferred hereunder shall be assignable in whole or in part, either by voluntary or involuntary act or operation of law. Rights hereunder are not subject to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance, and such rights may not be subject to the debts, contracts, liabilities, engagements or torts of the Participant or his beneficiary. All amounts deferred hereunder remain the unrestricted assets of the Employer. Any assets purchased shall remain the sole property of the Employer subject to the claims of its general creditors and shall be available for the Employer’s use for whatever purpose desired. No Participant hereunder shall have any right other than the unsecured promise of the Employer to pay deferred compensation in the future.

8.2 Taxes. When payments are made pursuant to this Plan, such payments are subject to income tax withholding. Payroll taxes (FICA) are withheld at the time compensation is deferred.

8.3 No Employment Agreement. Nothing in this Agreement shall be construed as creating a right in the Participant to continued employment with the Employer.

8.4 Unfunded. The amounts credited hereunder shall at all times be subject to the general creditors of the Employer. Amounts may, however, be deposited in a grantor trust.

8.5 Vesting. Amounts deferred hereunder will always be one hundred percent (100%)vested and nonforfeitable.

8.6 Duties Upon Insolvency. The Employer shall be considered “insolvent” if: (i) Employer is unable to pay its debt as they become due, (ii) the Employer is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) the Employer is in FDIC receivership. Upon the occurrence of insolvency, the Board of Directors and the Chief Executive Officer of the Employer shall have the duty to inform the Committee and any Trustee holding Plan assets of the Employer’s insolvency. Upon insolvency, the Committee and the Trustee shall hold the assets of the Trust for the benefit of the Employer’s general creditors. Nothing hereunder shall diminish the rights of Plan Participants or their beneficiaries to pursue their rights as general creditors with respect to benefits due under the Plan.

Benefit payments will resume to Participants and beneficiaries when the Board of Directors and the Chief Executive Officer inform the Committee and any Trustee that the Employer is no longer insolvent. Provided there are sufficient Employer assets when payments subsequently resume, the first payment following a discontinuance hereunder shall include the aggregate amount of all payments due to the Plan Participants or the beneficiaries under the terms of the Plan for the prior of such discontinuance.

8.7 Claim Procedures. Disputes arising hereunder shall be resolved utilizing the claims procedures adopted by the Northrim Bank Savings Incentive Plan. Such procedures are hereby incorporated by reference.

8.8 Change in Control. Upon a change in control, a rabbi trust in the form attached hereto as Exhibit “A,” will be created and all amounts credited to Participants’ accounts will be deposited in such Trust. For purposes of this Section 8.8, “change in control” means the date on which any one person, or more than one person acting as a group, acquires ownership of stock of thee Employer, that together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation. However, if that person or group already owns more than 50% of the total fair market value or total voting power of the stock of the Employer, the acquisition of additional stock by the same person or group is not considered a Change in Control. Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Employer.

“Change in Control” also means the date that any unrelated person or group acquires more than 50% of the assets of the Employer that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Employer immediately prior to such acquisition. Gross fair market value means the value of the assets of the Employer, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Whether a person or group is unrelated to the Employer is determined in accordance with Code Section 409A and applicable IRS guidance.

8.9 Entire Agreement. This document, the Beneficiary Designation Form and the Election Form shall constitute the entire agreement between the Employer and the Participant. All modifications must be in writing. This document shall be construed by the laws of the State of Alaska to the extent such laws are not preempted by federal law. Venue for any lawsuit shall be the United States District Court of Alaska, at Anchorage.

This Plan is adopted to be effective as of the first day of January, 1995, by Northrim Bank and was amended effective the third day of October, 1996.


1.	DEFINITIONS.			2
2.	ELIGIBILITY AND PARTICIPATION.			3
		(a)	REQUIREMENTS	3
		(b)	REEMPLOYMENT	3
3.	CONTRIBUTIONS AND BENEFITS.			3
		(a)	CONTRIBUTIONS	3
		(b)	INTENT	3
		(c)	DEFINED CONTRIBUTION	3
		(d)	SUBJECT TO CLAIMS	3
4.	ALLOCATION OF FUNDS.			4
		(a)	PRE-2005 GRANDFATHERED ACCOUNT	4
		(b)	SEPARATE PARTICIPANT ACCOUNTS	4
		(c)	DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS	4
		(d)	POST-2004 ACCOUNTS	4
5.	DISTRIBUTION OF BENEFITS.			4
		(a)	PRE-2005 GRANDFATHERED ACCOUNT	4
		(b)	RETIREMENT OF EMPLOYEE	4
		(c)	DISABILITY OF THE PARTICIPANT	4
		(d)	DISTRIBUTIONS ON DEATH	5
		(e)	POST-2004 ACCOUNT	5
		(f)	DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCY.	6
		(g)	CHANGE IN CONTROL	6
		(h)	METHOD OF PAYMENT	7
		(i)	TERMINATION	7
		(j)	INCOME TAXES ON DISTRIBUTIONS	7
6.	BENEFICIARIES; EMPLOYEE DATA			7
7.	ADMINISTRATION.			7
		(a)	ADMINISTRATIVE AUTHORITY	7
		(b)	PAYMENT OF FEES, EXPENSES AND TAXES.	8
		(c)	CLAIMS PROCEDURE	8
8.	AMENDMENT.			8
		(a)	RIGHT TO AMEND	8
		(b)	AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN	8
9.	MISCELLANEOUS.			9
		(a)	LIMITATIONS ON LIABILITY OF EMPLOYER	9
		(b)	CONSTRUCTION	9
		(c)	SPENDTHRIFT PROVISION	9

A. This Northrim Bank Supplemental Executive Retirement Deferred Compensation Plan (the Plan) is adopted by Northrim Bank (the Employer) for a limited number of its executive employees.

B. It is the desire of the Northrim Bank (the Employer) to provide to certain executive employees (the Employees) a supplemental executive retirement fund so that upon certain conditions, there will be funds available to them on their respective retirement.

C. This NORTHRIM SUPPLEMENTAL RETIREMENT DEFERRED COMPENSATION PLAN (the Plan) is adopted by the Northrim Bank (the Employer) for such Employees to provide termination of employment and related retirement benefits taxable pursuant to I.R.C. § 451.

D. It is anticipated that once this Plan is approved, contributions will be made to the Participant Accounts(s) for their respective benefit.

E. The Plan is intended to be an unfunded defined contribution non-qualified deferred compensation plan maintained by the Employer for the sole benefit of executive employees for the purpose of providing for retirement or deferred compensation benefits. All Participants are considered by the Employer to be in the upper level of “management.”

F. The Plan is intended to be a top-hat plan [a/k/a “supplemental executive retirement plan], i.e., an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees, under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (ERISA). All provisions of this Plan shall be interpreted consistent with that intent.

G. It is the intent of the Employer and the Participant’s, that until distributed, a Participant’s Accounts shall at all times remain unfunded and unvested, and subject to the general creditors of the Employer.

(a) BENEFICIARY means any person or person designated in accordance with the provisions of Section 6 of the Plan.

(b) CODE or IRC shall mean the Internal Revenue Code of 1986 and the regulations there under, as amended from time to time.

(c) EFFECTIVE DATE of this amended and restated plan is January 1, 2005. The Plan’s original Effective Date was February 1, 2002.

(d) EMPLOYER means Northrim Bank, an Alaska corporation and its successors and assigns or any other corporation or business organization that assumes the Employer’s obligations hereunder.

(f) PARTICIPANT means any Employee so designated in accordance with the provisions of Section II who is or may become (or whose Beneficiaries may become) eligible to receive a benefit under the Plan.

(g) PARTICIPANT ACCOUNT or ACCOUNTS shall mean then current balances (as adjusted pursuant to the terms of this Plan) of the funds that are set aside by the Employer for the Participant pursuant to the Plan, and shall include contribution credits and deemed income, gains, and losses (to the extent realized as determined by the Employer, in its discretion) and credited thereto. The Employer will use key man variable life insurance policies on each Participant to determine the Participant’s Account. The death benefit and cash value of the policies remain the property of the bank until distributed under the provisions of this Plan. A Participant’s or Beneficiary’s Accounts shall be determined as of the date of reference.

(h) PLAN means this Northrim Bank Supplemental Executive Retirement Deferred Compensation Plan, as amended from time to time.

(i) UNFORSEEABLE EMERGENCY means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant (as defined in IRC § 152(a)), the loss of the Participant’s property due to casualty, or other similar extraordinary and unforseeable circumstances, arising as a result of events beyond a Participant’s control. Whether circumstances constitute such an unforseeable emergency depends on the facts of each case as determined by the Compensation Committee in its discretion. Payment may not be made if the unforseeable emergency may be relieved:

(ii) By liquidation of the Participant’s assets, to the extent that liquidation itself would not cause severe financial hardship.

The definition provided in this Section 1(i) also applies to former Participants who incur an unforeseeable emergency and who still have an Account balance. If a Participant obtains a payment, upon an unforeseeable emergency, the Participant’s deferral election under this Plan shall terminate.

(a) REQUIREMENTS. The following conditions must be met before an Employee may participate in the Plan:

(i) An Employee must be at all times a member of a select group of executive management or highly compensated employees.

(ii) Participation in the Plan is contingent on the Employer determining that it wants to extend benefits under the Plan to the Employee; such determination shall be at all times in the sole and absolute discretion of the Employer.

(b) REEMPLOYMENT. If a Participant whose employment with the Employer is terminated is subsequently reemployed, he or she may become a Participant in the Plan only in accordance the provisions of Section 2(a), above.

(a) CONTRIBUTIONS. Each year, the Employer shall contribute to each Participant’s Accounts the following amounts:


Participant	Normal Retirement Age		Annual Contribution
R. Marc Langland		70	$	92,511
Christopher N. Knudson		60	$	54,225
Victor P. Mollozzi		60	$	45,000
Joe Schierhorn		60	$	44,992
Bob Shake		60	$	44,992
Joe Beedle		60	$	89,527

(b) INTENT. The funds contributed to the Participant’s Accounts are for the purpose of providing the Participant a source of funds for future retirement. The funds are being set aside not as part of his current or past compensation, but rather as an excess supplemental executive employee retirement benefit to be paid to the Participant at some time in the future as further provided within this Plan.

(c) DEFINED CONTRIBUTION. The contribution of the funds to the Participant’s Accounts are intended to be a defined contribution and not provide a defined benefit.

(d) SUBJECT TO CLAIMS. Until distributed, a Participant’s Accounts shall at all times remain subject to the general creditors of the Employer.

(a) PRE-2005 GRANDFATHERED ACCOUNT. Employer contributions shall be credited to a Participant’s respective Accounts in accordance with this Section. Pre-2005 contributions shall be credited to a Pre-2005 Grandfathered Account, and Post-2004 contributions shall be credited to a Post-2004 Account. The total of the Participant’s respective Accounts will be adjusted from time to time to reflect (i) distributions; (ii) the performance of the investments; (iii) credited or debited with the increase or decrease in the realized net asset value or credited interest, as applicable, from the designated investments, if any.

(b) SEPARATE PARTICIPANT ACCOUNTS. The Employer shall establish and maintain separate Participant Accounts for each Participant.

(c) DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such limitations as may from time to time be required by the Plan, the Employer or applicable law, the Participant may direct the Employer in writing as to how the funds held in the Participants Accounts are to be invested from time to time. When such written directions are given, the Employer may invest the funds accordingly, but is not so required.

(d) POST-2004 ACCOUNTS. Post-2004 Accounts are intended to comply, and provisions concerning the administration of such Accounts shall be construed in a manner consistent with the provisions of Code Section 409A, including any rule or regulation promulgated thereunder. The provisions governing the administration of Post-2004 Accounts shall not be deemed applicable to Pre-2005 Grandfathered Accounts or to constitute a material modification with respect to these “grandfathered” accounts. In the event that any provision of this Plan would cause an amount hereunder to be subject to tax under the Code prior to the time such amount is paid to a Participant, such provision shall, without the necessity of further action by the Committee, be deemed null and void.

(a) PRE-2005 GRANDFATHERED ACCOUNT. The Participant’s Pre-2005 Grandfathered Account shall not be distributed until the occurrence of such condition specifically provided below, and each of which shall be construed as a condition precedent to any distribution being required under the terms of this Plan.

(b) RETIREMENT OF EMPLOYEE. For Pre-2005 Grandfathered Accounts, the balance of a Participant’s Accounts shall be distributed to the Participant (or his designated Beneficiary upon the occurrence of both of the following: (i) the Employee’s written notice of retirement or termination of employment; and, (ii) the Employee attaining the Normal Age of Retirement. At the election of the Participant, in lieu of receiving the remaining balance of the Participant’s Accounts, the Participant may receive the insurance policy held by the Employer for the Participant’s Accounts, net of a distribution of cash value sufficient to pay the taxes on the receipt of the policy. Such distribution shall occur unless otherwise agreed to in writing by the Employer and the Participant.

(c) DISABILITY OF THE PARTICIPANT. If a Participant becomes disabled, the Employer will distribute the Participant’s Accounts. “Disability” means the Participant (1) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (2) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s Employer.

For Pre-2005 Grandfathered Accounts, distribution upon disability shall occur unless otherwise agreed to in writing by the Employer and the Participant.

(d) DISTRIBUTIONS ON DEATH. Upon the death of the Participant, a death benefit shall be paid by the Employer to the Participant’s Beneficiary(-ies). The death benefit shall be equal to the greater of the face amount of the insurance policy shown below or the cash value of the Participant’s Account.

(e) POST-2004 ACCOUNT. A Participant’s Post-2004 Account shall be 100% vested and non-forfeitable at all times and shall become payable to the Participant on a specified date or the date he terminates Employment.

All Participants must elect no later than December 31, 2008, to receive their Post-2004 Account at a future specified date in a lump sum or in annual installments not to exceed ten (10) years.

New Participants after December 31, 2008, must elect at the time they become a Participant to receive their Post-2004 Account at a future specified date in a lump sum or annual installments not to exceed ten (10) years. If the Participant elects a lump sum the Participant may receive the insurance policy held by the Employer for the Participant’s Accounts, net of a distribution of cash value sufficient to pay the taxes on the receipt of the policy.

A Participant may later elect at least twelve (12) months prior to the date on which the Participant’s distribution for his Post-2004 Account would otherwise commence to change the specified future distribution date on which payments were scheduled to begin, provided that the new specified future distribution date is a date that is at least five (5) years later than the Participant’s original commencement date for distribution of his Post-2004 Account.

If a Participant is a Key Employee as of the date on which he or she ceases to be employed by the Company (or as of such other date as may be prescribed under Code Section 409A), then in no event shall such Participant’s first payment date be less than six (6) months after the date of such Participant’s cessation of employment. For this purpose a “Key Employee” shall be an employee described in Code Section 416(i), as may be modified by Code Section 409A.

(i) In the event of an Unforeseeable Emergency of the Participant, the Participant may apply in writing to the Compensation Committee for the distribution of all or any part of the Participant’s Accounts. The Participant shall set forth the hardship.

(ii) The Compensation Committee shall consider the circumstances of the request and the best interests of the Participant and his family and shall have the right, in its sole discretion, if applicable, to allow such distribution, or, if applicable, to direct a distribution of part of the amount requested, or to refuse to allow any distribution.

(iii) Upon a finding of Unforeseeable Emergency, the Employer shall make the appropriate distribution to the Participant from the Participant’s Accounts. In no event shall the aggregate amount of the distribution exceed either the full value of the Participant’s Accounts or the amount determined by the Employer to be necessary to alleviate the Participant’s Unforeseeable Emergency (which Unforeseeable Emergency may be considered to include any taxes due because of the distribution occurring because of this Section), and that it is not reasonable available from other resources of the Participant.

(iv) A hardship distribution shall be made only with the written consent of the Employer’s board of director’s compensation committee.

(g) CHANGE IN CONTROL. Unless otherwise agreed to in writing by the Employer and the Participant, if there is a change in the control of the Employer, then the entire remaining balance of that Participant’s Accounts shall be distributed to the Participant. For purposes of this Section, a “change of control” shall occur when: any one person, or more than one person acting as a group, acquires ownership of stock of the Employer, that together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation. However, if that person or group already owns more than 50% of the total fair market value or total voting power of the stock of the Employer, the acquisition of additional stock by the same person or group is not considered a Change in Control. Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Employer.

“Change in Control” also means the date that any unrelated person or group acquires more than the 50% of the assets of the Employer that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Employer immediately prior to such acquisition. Gross fair market value means the value of the assets of the Employer, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Whether a person or group is unrelated to the Employer is determined in accordance with Code Section 409A and applicable IRS guidance.

(h) METHOD OF PAYMENT. Unless otherwise agreed to in writing by the Employer and the Participant, all distributions from the Participant’s Accounts shall be made in cash or by a transfer of funds from the Employer to or for the benefit of the Participant, as so directed by the Participant. Any payment due hereunder that is not paid out of the Participant’s Accounts shall be by the Employer from its general assets.

(i) TERMINATION. After all funds held in the Participant Accounts have been distributed pursuant to the above, the interest of the Participant in the Plan shall terminate.

(j) INCOME TAXES ON DISTRIBUTIONS. The Participant shall be solely responsible for the payment of all applicable federal and state income related taxes on amounts distributed to him. At the election of the Participant, the taxes maybe withheld by the Employer at the time of distribution.

6. BENEFICIARIES; EMPLOYEE DATA. The Participant may designate any person or persons (who may be named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant’s death, and such designation may be changed from time to time by the Participant filing a new designation. Each designation will revoke all prior designations by the Employee, and shall be in a form prescribed by the Employer, and will be effective only when filed in writing with the Employer during the Employee’s lifetime. The written designation may take a form similar to attached Exhibit “A.”

(a) In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the Employee, the Employer shall pay any such benefit payment to the Employee’s spouse, if then living, but, if none, then to the Employee’s estate.

(b) In determining the existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively on information supplied by the Employee’s personal representative or administrator. If a question arises as to the existence or identity of anyone entitled to receive a benefit payment, or if a dispute arises with respect to any such payment, then, notwithstanding the foregoing, the Employer, in its sole discretion, may distribute such payment to the Employee’s estate or may take such other action as the Employer deems to be appropriate.

(a) ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided herein, the Employer board of director’s compensation committee shall have the sole responsibility for and the sole control of the operation and administration of this Plan and shall have the power and authority to take all action and to make all decisions and interpretations that may be necessary or appropriate in order to administer and operate the Plan, including, without limiting the generality of the foregoing, the power, duty, and responsibility to:

(i) Resolve and determine all disputes or questions arising under the Plan, including the power to determine the rights of the Employee and Beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies, or omissions in the Plan.

(ii) Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan.

(iii) The Employer may authorize one or more persons to execute any certificate or document on behalf of the Employer, in which event any person notified by the Employer of such authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Employer until such third person shall have been notified of the revocation of such authority.

(i) All income taxes generated from a distribution to the Employee (or Beneficiaries), shall be paid either out of the Participant’s Accounts or directly by the Employee-Participant. All income taxes generated as a result of accumulated but not distributed income, if any, shall be paid by the Employer out of its own funds.

(ii) All other expenses incurred in the administration and operation of the Plan shall be paid by the Employer out of its own funds.

(c) CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a Claimant) shall present the claim, in writing, to the Employer, and the Employer shall respond in writing. If the claim is denied, the written notice of denial shall state, in a manner calculated to be understood by the claimant:

(i) The specific reason or reasons for the denial, with specific references to the Plan provisions on which the denial is based; and,

(ii) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary.

(a) RIGHT TO AMEND. The Employer, by written instrument executed by the Employer, shall have the right to amend the Plan at any time and with respect to any provisions hereof, and all parties hereto or claiming any interest hereunder shall be bound by such amendment; provided however, that no such amendment shall deprive a Participant or a Beneficiary of a right provided under the terms of this Plan or the Participant’s Accounts.

(b) AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN. Notwithstanding the above, the Plan may be amended by the Employer at any time, retroactively if required, if found necessary, in the opinion of the Employer, in order to ensure that the Plan is characterized as a top-hat plan of deferred compensation maintained for a single member of management or highly compensated employee as described under ERISA Sections 201(2), 301 (a)(3), and 401 (a)(1) and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of an Employee or a Beneficiary hereunder.

Notwithstanding the foregoing, any termination of the Plan by the Committee shall be subject to the provisions of Code Section 409A and applicable regulations regarding restrictions on the Board’s right to terminate the Plan and to distribute Post-2004 Accounts.

(a) LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of the Plan or any modification thereof, nor the creation of any Accounts under the Plan, nor the payment of any benefits under the Plan shall be construed as giving to any other employee or any other person any legal or equitable right against the Employer or any officer thereof, except as provided by law or by any specific Plan provision. The Employer does not in anyway guarantee any Employee’s Accounts from loss, depreciation or decline in value, whether caused by poor investment performance of a deemed investment or the inability to realize upon an investment due to an insolvency affecting an investment vehicle or any other reason. In no event shall the Employer, any employee, officer, or director of the Employer, be liable to any person on Accounts of any claim arising by reason of the Plan or of any instrument or instruments implementing its provisions, or for the failure of the Employee, Beneficiary, or other person to be entitled to any particular tax consequences with respect to the Plan, or any credit or distribution hereunder.

(b) CONSTRUCTION. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. For all purposes of the Plan, where the context admits, the singular shall include the plural, and the plural shall include the singular. Headings of Articles and Sections herein are inserted only for convenience of reference and are not to be considered in the construction of the Plan. The laws of the State of Alaska shall govern control and determine all questions of law arising with respect to the Plan and the interpretation and validity of its respective provisions, except where those laws are preempted by the laws of the United States. Participation under the Plan will not give any Employee the right to be retained in the service of the Employer nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued hereunder.

(i) The Plan is intended to be and at all times shall be interpreted and administered so as to qualify as an unfunded non-qualified deferred compensation plan, and no provision of the Plan shall be interpreted so as to give the Employee-Participant any right in any assets held pursuant to this Plan which right is greater than the rights of a general unsecured creditor of the Employer.

(c) SPENDTHRIFT PROVISION. No amount payable to the Employee or a Beneficiary under the Plan will, except as otherwise specifically provided by law, shall be subject in any manner to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either at law or in equity), levy, execution, pledge, encumbrance, charge or any other legal or equitable process, and any attempt to do so will be void; nor will any benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled thereto. Further, the withholding of taxes from Plan benefit payments; the recovery under the Plan of overpayments of benefits previously made to a Employee or Beneficiary, if applicable, the transfer of benefit rights from the Plan to another plan, or the direct deposit of benefit payments to an Accounts in a banking institution (if not actually part of an arrangement constituting an assignment or alienation) shall not be construed as an assignment or alienation.

(i) In the event that any Employee’s or Beneficiary’s benefits hereunder are garnished or attached by order of any court, the Employer may bring an action or a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid under the Plan. During the pendency of said action, any benefits that become payable shall be held as credits to the Employee’s or Beneficiary’s Accounts or, if the Employer prefers, paid into the court as they become payable, to be distributed by the court to the recipient as the court deems proper at the close of said action.

This Amended Supplemental Executive Retirement Deferred Compensation Plan has been duly executed by the Company’s authorized representative this 1^st_ day of May, 2008, to be effective as of January 1, 2005.


Alaska	0-33501	92-0175752
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

3111 C Street, Anchorage, Alaska		99503
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


	Northrim BanCorp, Inc.

May 6, 2008	By:	/s/ R. Marc Langland

		Name: R. Marc Langland
		Title: Chairman, President , and CEO


Exhibit No.		Description

10.25		Supplemental Executive Retirement Plan
10.26		Deferred Compensation Plan
10.27		Supplemental Executive Retirement Deferred Compensation Plan


ARTICLE 2 ELIGIBILITY AND PARTICIPATION
ARTICLE 3 PRE-2005 SUPPLEMENTAL RETIREMENT BENEFIT
3.1 3.2 3.3 3.4		Pre-2005 Grandfathered Account Amount Form of Payment Benefit Commencement


Participant	Death Benefit
R. Marc Langland	$	500,000
Christopher N. Knudson	$	630,000
Victor P. Mollozzi	$	500,000
Joseph M. Schierhorn	$	500,000
Robert L. Shake	$	500,000
Joseph M. Beedle	$	500,000


Date of Report (Date of Earliest Event Reported):		May 1, 2008


Registrant’s telephone number, including area code:		907-562-0062


ARTICLE 4 POST-2004 SUPPLEMENTAL RETIREMENT BENEFIT
4.1 4.2 4.3		Post-2004 Account Six Month Payment Delay for Key Employees Code Section 409A


ARTICLE 5 SURVIVOR BENEFITS
5.1 5.2		Pre-2005 Grandfathered Account Death Benefit Post-2004 Account Death Benefit


ARTICLE 7 DUTIES UPON INSOLVENCY
7.1 7.2 7.3		Duty to Inform Actions Required Insolvency


WITNESS		NORTHRIM BANK
/s/ Susan E. Stenstrom		By: /s/ Ronald A. Davis

Print Name: Susan E. Stenstrom		Ronald A. Davis Its: Chairman, Compensation Committee