Exhibit






EXHIBIT 10.2




























NORTHRIM BANK


SUPPLEMENTAL EXECUTIVE RETIREMENT
DEFERRED COMPENSATION PLAN


Originally Effective as of
February 1, 2002


Amended Effective as of
January 1, 2005, and January 1, 2015







TABLE OF CONTENTS
	
			
	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
	4

	 
	(d)    SUBJECT TO CLAIMS
	4

	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)    DISTRIBUTION OF ACCOUNTS
	4

	 
	(b)    RETIREMENT
	5

	 
	(c)    DISABILITY OF THE PARTICIPANT
	5

	 
	(d)    DISTRIBUTIONS ON DEATH
	6

	 
	(e)    DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCY.
	6

	 
	(f)    CHANGE IN CONTROL
	7

	 
	(g)    METHOD OF PAYMENT
	7

	 
	(h)    TERMINATION
	7

	 
	(i)    TAXES ON DISTRIBUTIONS
	7

	6.
	BENEFICIARIES; EMPLOYEE DATA
	7

	7.
	ADMINISTRATION.
	8

	 
	(a)    ADMINISTRATIVE AUTHORITY
	8

	 
	(b)    PAYMENT OF FEES, EXPENSES AND TAXES.
	8

	 
	(c)    CLAIMS PROCEDURE
	9

	8.
	AMENDMENT.
	9

	 
	(a)    RIGHT TO AMEND
	9

	 
	(b)    AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN
	9

	9.
	MISCELLANEOUS.
	9

	 
	(a)    LIMITATIONS ON LIABILITY OF EMPLOYER
	9

	 
	(b)    CONSTRUCTION
	10

	 
	(c)    SPENDTHRIFT PROVISION
	10






NORTHRIM BANK


SUPPLEMENTAL EXECUTIVE RETIREMENT
DEFERRED COMPENSATION PLAN


Originally Effective as of
February 1, 2002


Amended Effective as of
January 1, 2005, and January 1, 2015






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 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 Plan is adopted by 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 Account(s) for the benefit of Participants.
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 Participants, 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.
 
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 Employer until distributed under the provisions of this Plan.  Accounts shall be determined as of the date of reference.
(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, 2015.  The Plan’s original Effective Date was February 1, 2002 and was previously amended and restated as of January 1, 2005.
(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)

PLAN means this Northrim Bank Supplemental Executive Retirement Deferred Compensation Plan, as amended from time to time.
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:
		
	a)
	Through reimbursement or compensation by insurance or otherwise; or


		
	b)
	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, Unforseeable Emergency, 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 of the Employer.


(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 and the Employer will provide written notice to Employees who are determined to be eligible to participate in the Plan. 


(iii)The Employee must elect to participate in the Plan as a Participant by returning a completed election form to 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.
3.CONTRIBUTIONS AND BENEFITS.


(a)CONTRIBUTIONS


Each year, the Employer shall contribute to each Participant’s Account the amounts set forth below: 
	
			
	Participant
	Normal Retirement Age
	Annual Contribution

	Joseph M. Schierhorn
	60
	$44,992

	Joseph M. 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 the Participant’s 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 Account(s) as follows:  Pre-2005 contributions shall be credited to a Pre-2005 Grandfathered Account for the Participant, and Post-2004 contributions shall be credited to a Post-2004 Account for the Participant.  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 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 Participant’s 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)DISTRIBUTION OF ACCOUNTS
(i)PRE-2005 GRANDFATHERED ACCOUNTS


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.
(ii)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.
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 Employer (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 (with respect to a payment made in connection the Participant’s Separation from Service) be less than six (6) months after the date of such Participant’s cessation of employment.  A “Key Employee” means a “specified employee” as defined pursuant to Code Section 409A and corresponding regulations (that is, an employee described in Code Section 416(i), as may be modified by Code Section 409A). A “Separation from Service” means a termination of services as an employee, independent contractor or consultant that is a “separation from service,” as defined pursuant to Code Section 409A and corresponding regulations.  
(b)RETIREMENT 


The balance of a Participant’s Pre-2005 Grandfathered Account shall be distributed to the Participant upon the occurrence of both of the following:  (i) the Participant’s written notice of retirement or termination of employment; and (ii) the Participant attaining the Normal Age of Retirement.  The distribution of a Participant’s Post-2004 Accounts will be made in accordance with the election made by the Participant under Section 5(a)(ii) above, except as provided in Sections 5(c) through (f) below.  
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 Pre-2005 Grandfathered Account unless otherwise agreed to in writing by the Employer and the Participant.  In addition, notwithstanding any other election regarding a distribution date by the Participant with respect to his or her Post-2004 Account, if a Participant experiences a Disability prior to the commencement of payments from the Participant’s Post-2004 Account, the Participant 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 Disability in accordance with the terms of this Plan, with payments commencing as soon as reasonably practicable after the Participant’s Disability.  
“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.
(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.
	
		
	Participant
	Death Benefit

	Joseph M. Schierhorn
	$500,000

	Joseph M. Beedle
	$500,000






(e)DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCY.


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


(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 distribution on account of an Unforeseeable Emergency shall be made only with the written consent of the Compensation Committee.


(f)CHANGE IN CONTROL


If there is a change in control of the Employer, then the entire remaining balance of that Participant’s Accounts shall be distributed to the Participant; provided, however, that distribution of the Participant’s Pre-2005 Grandfathered Account in connection with a change in control of the Employer will not be made if so agreed to in writing by the Employer and the Participant.  For purposes of this Section, a “Change in 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.
The Employer shall determine whether a Change in Control has occurred.
(g)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.
(h)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.
(i)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, such income taxes, as well as applicable employment taxes, may be 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 Participant, and shall be in a form prescribed by the Employer, and will be effective only when filed in writing with the Employer during the Participant’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 Participant, the Employer shall pay any such benefit payment to the Participant’s spouse, if then living, but, if none, then to the Participant’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 Participant’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 Participant’s estate or may take such other action as the Employer deems to be appropriate.


7.ADMINISTRATION.


(a)ADMINISTRATIVE AUTHORITY
Except as otherwise specifically provided herein, the 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 Participant 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.


(b)PAYMENT OF FEES, EXPENSES AND TAXES.


(i)All income taxes generated from a distribution to the Participant (or Beneficiaries), and any employment taxes subject to applicable withholding requirements, shall be paid either out of the Participant’s Accounts or directly by the 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.


8.AMENDMENT.


(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 a Participant 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.
9.MISCELLANEOUS.


(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 Participant 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 any way guarantee any Participant’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 Participant, 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 Participant 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 a Participant (or a Beneficiary) 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 Participant 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 Participant 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 Participant’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 Participant’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 Employer’s authorized representative this 27th day of August, 2015, to be effective as of January 1, 2015.
	
		
	WITNESS
	NORTHRIM BANK

	/s/ Susan E. Stenstrom_________________


Print Name:  Susan E. Stenstrom________
	By:  /s/ David J. McCambridge____________
      David J. McCambridge
Its: Chairman, Compensation Committee