EXHIBIT
10.28
 NORTHRIM BANK
 EXECUTIVE INCENTIVE PLAN




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NORTHRIM BANK ANNUAL
EXECUTIVE INCENTIVE PLAN
 TYPE OF PLAN
  PLAN YEAR
  PLAN ADMINISTRATION
  PLAN PARTICIPATION
    
    
    Head of a department or equivalent responsibilities.
    
    Significant impact on the bottom line of the Bank.
    
    Management responsibility.
    
    Record of superior performance and initiative to surpass expectation.
    
    This is an earned benefit and will not necessarily be made to newly hired or promoted
managers who might otherwise be qualified for plan inclusion.
 1




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INCENTIVE AWARD AMOUNTS
   TIER 1
 Participants:
    
    President and Chairman.
 Minimum
    
    Target
    
    Maximum15% Award
    
    30% Award
    
    40% Award
 TIER 2
 Participants:
    
    Senior Vice Presidents and certain Vice Presidents depending on the scope and
impact of their positions.
 Minimum
    
    Target
    
    Maximum10% Award
    
    25% Award
    
    35% Award
 TIER 3
 Participants:
    
    Vice Presidents and certain Assistant Vice Presidents depending on the scope
and impact of their positions.
 Minimum
    
    Target
    
    Maximum5% Award
    
    15% Award
    
    25% Award
  2




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PERFORMANCE CRITERIA AND STANDARDS
  PERFORMANCE CRITERIA
 
    
    Return on equity
    
    Return on assets
    
    Net income
    
    Balance sheet growth
    
    Safety & Soundness
  Return on Equity
 Return on Assets
 Net Income
 Balance Sheet Growth
 Safety and Soundness
 Liquidity
 Asset Quality
  3




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Levels ofBusiness
    

    Performance CriteriaAchievement
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance
    
    Safety &Amounts Paid
    
    ROE
    
    ROA
    
    Net Income
    
    Sheet Growth
    
    SoundnessMinimum:No awards
    
    
    <= 11
    %
    
    
    >= 1.0
    %
    
    
    >= 90
    %
    
    
    >= 10
    %
    
    
    >= 100below this levelof achievement
    
    
    < 12
    %
    
    
    < 1.2
    %
    
    < 100% of budget
    
    < 15% over preceding year
    
    <125% of peerTarget:Business
    
    >= 12% to
    
    
    >= 1.2
    %
    
    
    >= 100
    %
    
    
    >= 15
    %
    
    Between >= 75%performance
level at which
competitive awards are 
made
    
    
    < 15
    %
    
    to < 1.5%
    
    < 120% of budget
    
    < 20% over preceding year
    
    to < 100% of peerMaximum:
Level at which
the maximum
award achievable is
paid out
    
    
    >= 15
    %
    
    
    >= 1.5%
    
    
    >= 120% of budget
    
    >= 20% over preceding year
    
    <= 75% of peer
     4




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20XX
    
    
    Award
    
    
    
    
    
    
    Award
    
    
    
    
    
    
    20XXCriteria
    
    Results
    
    
    Level
    
    
    Award %
    
    
    Weight
    
    
    Salary
    
    
    AwardROE
    
    
    11.0
    %
    
    Minimum
    
    
    5
    %
    
    
    x 20
    %
    
    
    x 60,000
    
    
    
    = $600.00ROA
    
    
    1.2
    %
    
    Target
    
    
    15
    %
    
    
    x 20
    %
    
    
    x 60,000
    
    
    
    = 1, 800.00Net Income
    
    
    80.0
    %
    
    
    
    
    
    
    
    
    
    
    x 20
    %
    
    
    x 60,000
    
    
    
    = Growth
    
    
    10.0
    %
    
    Maximum
    
    
    25
    %
    
    
    x 20
    %
    
    
    x 60,000
    
    
    
    = 3,000.00Safety & Soundness
    
    
    100.00
    %
    
    Minimum
    
    
    5
    %
    
    
    x 20
    %
    
    
    x 60,000
    
    
    
    = 600.00100
    %
    
    
    
    
    
    $
    6,000.00
 PAYMENT OF AWARDS
   INCENTIVE AWARD LIMITATIONS
   
    
    The individuals award if no restriction existed
    
    / (divide) the total awards if no restrictions existed
    
    * (multiply) 10% of net income after tax calculated in (ii) above
 Example:
   5




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DISCRETIONARY AWARDS
  APPLICABLE LAW
  NORTHRIM BANKBy:
    
    /s/ R. Marc LanglandIts:
    
    President
  6