NORTHRIM BANK SUPPLEMENTAL EXECUTIVE RETIREMENT DEFERRED COMPENSATION PLAN

EXHIBIT 10.27

NORTHRIM BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT
DEFERRED COMPENSATION PLAN

Originally Effective as of
February 1, 2002

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Amended Effective as of
January 1, 2005
TABLE OF CONTENTS

NORTHRIM BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT
DEFERRED COMPENSATION PLAN

Originally Effective as of
February 1, 2002

Amended Effective as of
January 1, 2005

RECITALS :

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.

Accordingly, the following Plan is adopted.

1. DEFINITIONS.

(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.

(e) NORMAL RETIREMENT AGE shall mean the age referenced in Section 3 below.

(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:

(i) Through reimbursement or compensation by insurance or otherwise; or

(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.

2. ELIGIBILITY AND PARTICIPATION.

(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.

(iii) The Employee must elect to participate in the Plan as a Participant.

(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.

3. CONTRIBUTIONS AND BENEFITS.

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

(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.

4. ALLOCATION OF FUNDS.

(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.

5. DISTRIBUTION OF BENEFITS.

(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 expecte