NORTHRIM BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EXHIBIT 10.21

NORTHRIM BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Originally Effective as of July 1, 1994

Amended Effective as of January 6, 2000,
January 8, 2004 and January 1, 2005

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS			1
1.1 Account			1
1.2 Beneficiary			1
1.3 Code			1
1.4 Committee			1
1.5 Company			1
1.6 Early Retirement Date			1
1.7 ERISA			2
1.8 Normal Retirement Date			2
1.9 Participant			2
1.10 Plan			2
1.11 Retirement Plan			2
1.12 Trust			2
1.13 Trust Fund			2
1.14 Trustee			2
ARTICLE 2 ELIGIBILITY AND PARTICIPATION			2
ARTICLE 3 PRE-2005 SUPPLEMENTAL RETIREMENT BENEFIT			2
3.1 Pre-2005 Grandfathered Account			2
3.2 Amount			3
3.3 Form of Payment			3
3.4 Benefit Commencement			3
ARTICLE 4 POST-2004 SUPPLEMENTAL RETIREMENT BENEFIT			3
4.1 Post-2004 Account			3
4.2 Six Month Payment Delay for Key Employees			4
4.3 Code Section 409A			4
ARTICLE 5 SURVIVOR BENEFITS			5
5.1 Pre-2005 Grandfathered Account Death Benefit			5
5.2 Post-2004 Account Death Benefit			5
ARTICLE 6 GENERAL PROVISIONS			5
6.1 Right to Amend or Terminate			5
6.2 No Right of Employment			5
6.3 Plan Funding			5
6.4 Unsecured Benefit			6
6.5 Reporting			6
6.6 Trust Agreement			6

Page

6.7 Administration			6
6.8 No Assignment			6
6.9 Binding Effect			6
6.10 Governing Law			7
ARTICLE 7 DUTIES UPON INSOLVENCY			8
7.1 Duty to Inform			8
7.2 Actions Required			8
7.3 Insolvency			8

NORTHRIM BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     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.

     This Plan will be effective as of July 1, 1994.

ARTICLE 1
DEFINITIONS

      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.

      1.10 Plan shall mean this Supplemental Executive Retirement Plan.

      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.

ARTICLE 2
ELIGIBILITY AND PARTICIPATION

     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.

ARTICLE 3
PRE-2005 SUPPLEMENTAL RETIREMENT BENEFIT

      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.

ARTICLE 4
POST-2004 SUPPLEMENTAL RETIREMENT BENEFIT

      4.1 Post-2004 Account. A Participant’s Post-2004 Account shall be 100% vested and nonforfeitable at all times and shall become payable t