Prepared by MERRILL CORPORATION






	NUMBER	 	 	 	SHARES
	

 	
 	

 	
 	

 
	SFU	 	 	 	 





	 	 	Northrim BanCorp, Inc.	 	CUSIP 666762 10 9
	 	 	INCORPORATED UNDER THE LAWS OF THE STATE OF ALASKA	 	SEE REVERSE FOR CERTAIN ABBREVIATIONS AND FOR INFORMATION ON HOW TO OBTAIN A COPY OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF EACH CLASS OF SHARES.



THIS CERTIFIES THAT: 


is
the owner of 


SHARES OF THE COMMON STOCK OF  


Northrim BanCorp, Inc.  


(hereinafter called the "Corporation") transferable only on the books of the Corporation by the holder hereof in person, or by duly authorized Attorney, upon surrender of this
Certificate properly endorsed. The par value of the shares of said stock is set forth in the Corporation's Articles of Incorporation, which are expressly incorporated herein by reference. This
Certificate is not valid unless countersigned by the Transfer Agent or registered by the Registrar. 


    WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 



	Dated:	 	 	 	 
	

/s/ Mary A. Finkle	
 	

[SEAL]	
 	

/s/ Marc Langland
	
SECRETARY	
 	

 	
 	

PRESIDENT



COUNTERSIGNED AND REGISTERED

      AMERICAN STOCK TRANSFER & TRUST COMPANY

            TRANSFER AGENT AND REGISTRAR

BY 


                   AUTHORIZED
SIGNATURE 






Northrim BanCorp, Inc.  


    Shareholders may obtain from the Corporation, at 3111 "C" Street, Anchorage, Alaska 99503, upon request and without charge, a statement of the designations,
preferences, limitations, and relative rights of the shares of each class of capital stock authorized to be issued and the variations in the relative rights and preferences between the shares of each
series of a class of shares so far as the same have been fixed and determined, and a statement of the authority of the Board of Directors to fix and determine the relative rights and preferences of
subsequent series. 


    The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM	 	—	 	as tenants in common	 	UNIF GIFT MIN ACT—	 	................ Custodian	 	................
	 	 	 	 	 	 	 	 	(Cust)        	 	(Minor)
	TEN ENT	 	—	 	as tenants by the entireties	 	 	 	under Uniform Gifts to Minors
	JT TEN	 	—	 	as joint tenants with right of	 	 	 	 	 	 
	 	 	 	 	survivorship and not as	 	 	 	Act................................................
	 	 	 	 	tenants in common	 	 	 	   (State)







Additional abbreviations may also be used although not in the above list. 


For
Value Received,                hereby sell, assign and transfer unto 



	PLEASE INSERT SOCIAL SECURITY OR OTHER	 	 
	IDENTIFYING NUMBER OF ASSIGNEE	 	 
	
	 	 
	

 	
 	

 
	
	 	 





	

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	

 	
 	

 
	

	

 	
 	

 
	

	

 	
 	

 
	
	 	Shares
	of the Common Stock represented by the within certificate, and do hereby irrevocably constitute and appoint
	

 	
 	

 
	
	 	Attorney
	to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises.





	

Dated	
 	

 	
 	

 	
 	

 
	 	 	
	 	 	 	 
	

 	
 	

 	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.