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                                                                   Exhibit 10.10

                             NORTHRIM BANCORP, INC.

                            2004 STOCK INCENTIVE PLAN

                                       I.
                               GENERAL PROVISIONS

         1.       PURPOSE. The purpose of this Plan is to provide additional
incentives to selected key employees and officers of Northrim BanCorp, Inc. (the
"Company") and related entities, thereby helping to attract and retain the best
available personnel for positions of responsibility with such corporations and
otherwise promoting the success of the business activities of such corporations.
The incentives will be in the form of options to purchase shares of the
Company's common stock, other awards of the Company's common stock and Stock
Appreciation Rights.

         2.       DEFINITIONS. As used in this Plan, the following definitions
shall apply:

         "Award" shall mean any grant of an Option, Restricted Stock, Restricted
Unit, Performance Shares, Performance Units, Stock Appreciation Right or
Dividend Equivalent Right.

         "Award Agreement" shall mean a written agreement that details the terms
and conditions of a particular Award.

         "Board" shall mean the Board of Directors of the Company.

         "Cause" shall mean, when used in connection with the termination of a
Grantee's employment, a termination attributable to the Grantee's (a) willful
refusal to perform his or her obligations to the Employer, following a
reasonable notice and cure period, (b) misappropriation of the Company's assets
or flagrant mistreatment of subordinate employees, (c) commission of a serious
criminal act, whether denominated a felony, misdemeanor or otherwise, which is
likely to have a detrimental impact on the Company and its operations, or (d)
engaging in activities directly in competition or antithetical to the best
interests of the Company. To the extent a Grantee is a party to an employment
agreement or offer letter of employment with the Employer that defines "cause"
or a similar term, then the meaning set forth in that agreement shall also be
considered "Cause" for purposes of this Plan.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Common Stock" shall mean the Company's common stock.

         "Committee" shall mean the Committee appointed by the Board in
accordance with Section 4(a) of this Part I.

         "Company" shall mean Northrim BanCorp, Inc., a bank holding company
headquartered in Anchorage, Alaska.

         "Dividend Equivalent Right" shall mean a right awarded to a Grantee to
receive payment of an amount equivalent to the dividend that would be paid on a
specified number of Shares just

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as if the Grantee owned the Shares. Dividend Equivalent Rights may be granted
alone or in connection with any other Award.

         "Eligible Participants" shall mean the key employees and officers of
the Employer who are eligible to receive Awards under this Plan, in accordance
with Section 4(c) of this Part 1.

         "Employer" shall mean the Company or any Related Entity that now exists
or is hereafter organized or acquired by the Company.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Fair Market Value" means, as of any date, the value of the Common
Stock determined as follows:

                  (a)      If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or the Nasdaq Small Market of the Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day on the date of such determination, as reported in
The Wall Street Journal or other source as the Committee deems reliable; or

                  (b)      If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for such
stock on the date of such determination, as reported in The Wall Street Journal
or other source as the Committee deems reliable; or

                  (c)      In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined by the Committee.

         "Grant Date" shall mean the date on which the Committee completes the
corporate action relating to the grant of an Award and all conditions to the
Grant have been satisfied, provided that conditions relating to exercisability,
vesting or similar conditions shall not defer the Grant Date.

         "Grantee" shall mean an individual or entity who has received an Award
under this Plan.

         "Incentive Stock Options" shall mean incentive stock options with the
meaning of Section 422 of the Code.

         "Nonqualified Stock Options" shall mean any Option granted pursuant to
this Plan that is not intended as an Incentive Stock Option.

         "Option" shall mean a right to purchase Shares pursuant to an Incentive
Stock Option or a Nonqualified Stock Option, in accordance with the provisions
of this Plan (Part II).

         "Option Price" shall mean the amount to be paid by a Grantee to
exercise an Option.

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         "Performance Shares" shall mean Shares awarded to a Grantee, where the
Grantee's continued retention of the Shares is subject to the satisfaction of
specific performance-based criteria, pursuant to Part III of this Plan.

         "Performance Units" shall mean a right awarded to a Grantee to receive
Shares (one Share for each Performance Unit) upon the satisfaction of specified
performance-based criteria, pursuant to Part III of this Plan. At the discretion
of the Committee, Performance Units may be paid in cash in an amount equivalent
to the Fair Market Value of the Shares otherwise payable to the Grantee.

         "Plan" shall mean this Northrim BanCorp, Inc. 2004 Incentive Stock
Plan.

         "Prior Plan" shall have the meaning specified in Section 3(a) of this
Part I.

         "Related Entity" shall mean any entity that, directly or indirectly, is
in control of, or under control with, the Company.

         "Restricted Stock" shall mean Shares awarded to a Grantee, where the
Grantee's continued retention of the Shares is subject to various restrictions,
such as continued employment for a designated period, etc.

         "Restricted Units" shall mean a right awarded to a Grantee to receive
Shares (one Share for each Restricted Unit) upon the satisfaction of specified
conditions, such as continued employment for a designated period, etc. At the
discretion of the Committee, Restricted Units may be paid in cash in amount
equivalent to the Fair Market Value of the Shares otherwise payable to the
Grantee.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Shareholder-employee" shall mean a Grantee who owns, at the time that
an Incentive Stock Option is granted, stock representing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Employer
or of any parent or Subsidiary. For this purpose, the term "Parent" and
"Subsidiary" shall have the meaning provided in Sections 424(e) and (f) of the
Code, and the stock attribution ownership rules of Code Section 424(d) shall
apply.

         "Shares" shall mean shares of Common Stock.

         "Stock Appreciation Right" shall mean a right awarded to a Grantee to
receive a cash payment equal to the appreciation (if any) in the Fair Market
Value of a Share from the date of grant until the Stock Appreciation Right is
exercised. At the discretion of the Committee, payment may be made by delivering
an amount of Shares that have a Fair Market Value equal to the cash otherwise
payable to the Grantee, or a combination of cash and Shares.

         3.       SHARES SUBJECT TO THE PLAN.

                  (a)      Total Shares Available. Subject to adjustments under
Section 3(b) below, a total of 300,000 Shares may be delivered to Eligible
Participants pursuant to Awards under this Plan, which total shall include any
Shares, as of the date of shareholder approval of this Plan,

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available for future awards under the Company's 2000 Employee Stock Incentive
Plan (the "Prior Plan"), as well as any Shares that are represented by awards
under the Prior Plan, which are forfeited or cancelled or expire without the
delivery of Shares or which result in the forfeiture of Shares back to the
Company. From the date of shareholder approval of this Plan, the Prior Plan
shall cease to be effective for purposes of granting any additional Awards. In
addition, any Shares delivered under this Plan that are forfeited back to the
Company because of the failure to meet an Award contingency or condition shall
again be available for delivery pursuant to new Awards granted under this Plan.
Any Shares covered by an Award (or portion of an Award) granted under this Plan
(or under the Prior Plan), which are forfeited or cancelled, expire or are
settled in cash, including the settlement of tax withholding obligations using
Shares, shall be deemed not to have been delivered for purposes of determining
the number of Shares available for delivery under this Plan. If any Option is
exercised by tendering Shares to the Company, either actually or by attestation,
as full or partial payment of the corresponding Option Price under this Plan or
the Prior Plan, only the number of Shares issued net of the Shares tendered
shall be deemed delivered for purposes of determining the maximum number of
Shares available for delivery under this Plan. Similarly, if Shares are used to
settle tax withholding obligations arising from awards made under the Prior
Plan, only the number of Shares issued net of tax withholding will be deemed
delivered for purposes of determining the number of Shares available for
delivery under this Plan. The granting of Stock Appreciation Rights will not
reduce the number of Shares available under this Plan, except to the extent the
Company's obligations under the Stock Appreciation Rights are satisfied by
delivering Shares instead of cash. Moreover, Shares issued in connection with
Awards that are assumed, converted or substituted pursuant to a merger or an
acquisition will be in addition to the maximum limit expressed in this Section
3, and will not reduce the number of Shares available under this Plan.

                  (b)      Adjustments to Shares Available. The number of Shares
covered by each outstanding Award, the number of Shares available for grant of
additional Awards, and the Option Price of outstanding Options shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from any stock split or other subdivision or consolidation of
Shares, the payment of any stock dividend (but only on the Common Stock), or any
other increase or decrease in the number of Shares which is effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Committee, whose determination in that respect shall be final, binding and
conclusive.

                  (c)      Other Plan Limits. Subject to adjustment under
Section 3(b), the following additional maximums are established under this Plan.
The maximum number of Shares that may be issued in the form of Incentive Stock
Options is 75,000 Shares. The maximum number of Shares that may be issued in
conjunction with Awards granted pursuant to Part III of this Plan shall not
exceed 200,000 Shares. With respect to any period of three consecutive calendar
years, no Grantee shall receive (i) grants for Options and Stock Appreciation
Rights, in the aggregate, covering more than 100,000 Shares, or (ii) Restricted
Stock, Restricted Units, Performance Shares or Performance Units covering, in
the aggregate, more than 50,000 shares. In addition, the maximum value of all
Awards under this Plan granted to a single Grantee may not exceed $1,000,000 for
any period or three consecutive calendar years.

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                  (d)      Payment With Shares. Subject to the overall
limitation on the number of Shares that may be delivered under this Plan, the
Committee may, in addition to granting Awards, use available Shares as the form
of payment for compensation, grants or rights earned or due under any other
compensation plans or arrangements of the Company, including those of any entity
acquired by the Company.

         4.       PLAN ADMINISTRATION.

                  (a)      The Committee. This Plan shall be administered by the
Compensation Committee of the Board or such other Committee as shall be
appointed by the Board. The Committee shall consist solely of two or more
non-employee members of the Board, with the intent that the Committee members
satisfy any applicable requirements under the NASDAQ rules, the insider trading
requirements of Rule 16b issued under the Exchange Act, or Section 162(m) of the
Code. If the Committee does not exist, or if the Board chooses to directly
exercise its powers under this Plan, then the Board may take any action under
this Plan that would otherwise be the responsibility of the Committee. Once
appointed, the Committee shall continue to serve until otherwise directed by the
Board. From time to time, the Board may increase the size of the Committee and
appoint additional members, remove members (with or without cause), appoint new
members in substitution for existing members, and fill vacancies (however
caused). The Committee shall select one of its members as chairman, and shall
hold meetings at such times and places as the chairman or a majority of the
Committee may determine.

         At least annually, the Committee shall present a written report to the
Board indicating the Eligible Participants to whom Awards have been granted
since the date of the last such report, and, in each case, the Awards' Grant
Dates, the number of Shares covered by the Awards, and the Option Price or Fair
Market Value of the shares awarded.

                  (b)      Powers of the Committee. Subject to the provisions
and limitations of this Plan, the Committee shall have the authority and
discretion:

                                    (i)      to determine the Eligible
                           Participants to whom Awards are to be granted, the
                           times of grant, and the number of Shares covered by
                           each Award;

                                    (ii)     to determine the Option Price,
                           subject to the provisions of Subparagraph 3(b) of
                           Part II of this Plan;

                                    (iii)    to determine the types and other
                           terms and conditions of each Award granted under this
                           Plan (which need not be identical), including
                           performance and/or vesting contingencies;

                                    (iv)     to modify or amend the terms of any
                           Award previously granted, or to grant substitute
                           Awards, subject to Part IV;

                                    (v)      to interpret this Plan;

                                    (vi)     to authorize any person or persons
                           to execute and deliver Award Agreements or to take
                           any other actions deemed by the Committee

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                           to be necessary or appropriate to effectuate the
                           grant of Awards by the Committee; and

                                    (vii)    to make all other determinations
                           and take all other actions that the Committee deems
                           necessary or appropriate to administer this Plan in
                           accordance with its terms and conditions and
                           applicable law.

         All decisions, determinations, and interpretations of the Committee
shall be final and binding upon all persons, including all Grantees and any
other holders or persons interested in any Award, unless otherwise expressly
determined by a vote of the majority of the entire Board. No member of the
Committee or of the Board shall be liable for any action or determination made
in good faith with respect to this Plan or an Award.

                  (c)      Eligibility. Awards may be granted to any Eligible
Participant whom the Committee determines, in its discretion, to be a key
employee or officer of the Employer. Granting of Awards pursuant to this Plan
shall be entirely discretionary with the Committee, and the adoption of this
Plan shall not confer upon any individual a right to receive any Award, unless
and until such Awards are granted by the Committee, in its sole discretion.
Neither the adoption of this Plan nor the granting of any Awards shall confer
upon any individual any right with respect to continuation of employment, nor
shall the same interfere in any way with his or her right (or with the right of
the Company or a Related Entity) to terminate his or her employment at any time.

                  (d)      Transferability of Awards. Except as specifically
provided the Committee in an Award Agreement or otherwise, no Award shall be
transferable by a Grantee other than (i) by the Grantee's last will and
testament or (ii) by the applicable laws of descent and distribution. In
particular, except as otherwise provided by the Committee, during a Grantee's
lifetime only the Grantee, or his or her guardian or legal representative, may
exercise Options possessed by the Grantee. No Shares associated with grants of
Restricted Stock, Restricted Units, Performance Shares or Performance Units may
be sold, exchanged, transferred, pledged or otherwise disposed of during the
corresponding restriction or performance period. Notwithstanding the foregoing,
if specifically provided by the Committee, a Grantee may accomplish a transfer
of rights associated with an Award to a third-party.

                  (e)      Tax Withholding. As described in various provisions
of this Plan, the payment of benefits in connection with Awards may impose on
the Employer the obligation to withhold taxes. The Employer may delay payment or
transfer of Shares until arrangements have been made to satisfy any tax
withholding obligations. In addition, tax withholding in connection with all
Awards under this Plan may be accomplished through the withholding of Shares,
provided that the number of Shares withheld shall be limited to the minimum
amount necessary to accomplish the tax withholding purpose.

                  (f)      Settlement of Awards; Deferral of Income. Except to
the extent provided otherwise in the corresponding Award Agreement, the
Committee has the discretionary authority to determine that any payment or
settlement pursuant to an Award issued under this Plan may be paid or settled in
cash or Shares of equivalent value. To the extent available under non-qualified
deferred compensation arrangements maintained by the Employer, the Committee may
extend to

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a Grantee the ability to elect to defer the receipt of cash otherwise payable
pursuant to any Awards under this Plan, which deferral elections may serve to
delay the recognition of taxable income by the Grantee. The ability of a Grantee
to make a deferral election with respect to an Award shall be controlled by the
provisions of the particular Award Agreement, which may be modified by the
Committee, in its complete discretion, after the initial grant of the Award.

                  (g)      Termination for Cause. Except to the extent provided
otherwise in the corresponding Award Agreement, to the extent a Grantee's
employment with the Company or a Related Entity is terminated for Cause, the
Grantee's outstanding and still contingent Awards shall immediately become null
and void. Specifically, any outstanding unexercised Options, whether vested or
unvested, shall immediately terminate. Similarly, any grants of Restricted
Stock, Restricted Units, Performance Shares, Performance Units, Stock
Appreciation Rights or Dividend Equivalent Rights under this Plan, which have
not yet been paid to the Grantee, or remain subject to performance or other
criteria that the Grantee has not yet fulfilled, shall immediately forfeit and
become null and void.

                                      II.
                                  STOCK OPTIONS

         1.       NONQUALIFIED AND INCENTIVE STOCK OPTIONS. Options in the form
of Nonqualified Stock Options and Incentive Stock Options may be granted under
this Plan.

         2.       ELIGIBILITY. Options may be awarded to any Eligible
Participant, as determined in the complete discretion of the Committee.

         3.       TERMS AND CONDITIONS OF OPTIONS. All Options granted pursuant
to this Plan must be authorized by the Committee or its designees and shall be
subject to such terms and conditions, not inconsistent with this Plan, as the
Committee shall prescribe. The terms and conditions shall be documented in
written Award Agreements in such form as the Committee shall from time to time
approve. Unless waived or modified by the Committee, all Options shall be
subject to the following terms and conditions:

                  (a)      Number of Shares; Annual Limitation. Each Award
Agreement shall state the number of Shares available under the Option. Any
number of Options may be granted to a single Grantee at any time and from time
to time, subject to Part I, Section 3(c); provided, in the case of Incentive
Stock Options, the aggregate Fair Market Value (determined as of the time each
Incentive Stock Option is granted) of all Shares with respect to which Incentive
Stock Options are exercisable for the first time by a Grantee in any single
calendar year shall not exceed $100,000. For purposes of applying the limit of
the preceding sentence, all Incentive Stock Options under plans of the Company
and all Related Entities shall be taken together.

                  (b)      Option Price and Consideration. The Option Price for
the Shares available pursuant to the Option shall be such price as is determined
by the Committee, but in no event less than the Fair Market Value of the Common
Stock as of the Grant Date. In the case of an Incentive Stock Option awarded to
a Grantee who, immediately before the grant, is a Shareholder-employee, then the
Option Price associated with the Incentive Stock Option shall be at least 110%
of the Fair Market Value of the Shares on the date of Grant.

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         The Option Price shall be payable either (i) in United States dollars
upon exercise of the Option, or (ii) if so determined by the Committee and
specified in the Award Agreement, in other property, which may include, without
limitation, payment through the tender of Shares owned by the Grantee (by either
actual delivery or attestation), as well as broker-assisted cashless exercise
arrangements. In addition, in no event will the Option Price of outstanding
Options be repriced without the approval of the Company's shareholders.

                  (c)      Term of Option. No Stock Option granted pursuant to
this Plan shall in any event be exercisable after the expiration of ten (10)
years from the Option's Grant Date; provided, that in the event an Incentive
Stock Option is awarded to a Grantee who, immediately before the grant, is a
Shareholder-employee, then the term for the Incentive Stock Option shall not be
more than five (5) years from the date of grant. Subject to the foregoing and
other applicable provisions of this Plan, the term of each Option shall be
determined by the Committee in its discretion.

                  (d)      Manner of Exercise; Conditions. An Option shall be
exercisable in accordance with such terms and conditions and during such periods
as may be established by the Committee. Shares of Common Stock delivered
pursuant to the exercise of an Option shall be subject to such conditions,
restrictions and contingencies as the Committee may establish. The Committee may
impose such conditions, restrictions and contingencies with respect to Shares
acquired pursuant to the exercise of an Option as the Committee determines to be
desirable.

                  (e)      Conditions Upon Issuance of Shares. Shares shall not
be issued with respect to an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto complies with all relevant
provisions of law, including, without limitation, the Securities Act, the
Exchange Act, the Alaska Securities Act or applicable securities statutes of
other states, the rules and regulations promulgated under all such statutes, and
the requirements of any stock exchange upon which the Common Stock may then be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.

         As a condition to the exercise of an Option, the Company may require
the person exercising the Option to represent and warrant at the time of
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute the Shares if, in the opinion of counsel
for the Company, such a representation is required by any applicable law.

                  (f)      Merger, Sale of Assets, etc. Except as otherwise
provided in the Award Agreement that evidences an Option, in the event of a
proposed merger or other reorganization of the Company with and into any other
corporation (other than a reorganization where the ownership of the surviving
company is substantially the same as that of the Company), or in the event of a
proposed sale of substantially all of the assets of the Company, or in the event
of a proposed dissolution or liquidation of the Company, the disposition of all
outstanding and unexercised Options shall proceed as determined by the
Committee, which determination may include (but shall not be limited to) an
elimination of all unvested Options and termination of all vested Options
following a reasonable period of time during which Grantees may exercise their
vested Options.

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                  (g)      Substitute Stock Options. In connection with the
acquisition or proposed acquisition by the Company or any Related Entity,
whether by merger, acquisition of stock or assets, or other reorganization
transaction, of a business whose employees have been granted stock options, the
Committee is authorized to issue, in substitution of any such unexercised stock
option, a new Option under this Plan that confers upon the Grantee substantially
the same benefits as the old option.

                  (h)      Tax Compliance. The Employer, in its sole discretion,
may take any actions reasonably believed by it to be required to comply with any
local, state, or federal tax laws relating to the reporting or withholding of
taxes attributable to the grant or exercise of any option or the disposition of
any Shares issued upon exercise of an Option, including, but not limited to, (i)
withholding from any Grantee exercising an Option a number of Shares having a
Fair Market Value equal to the amount required to be withheld by the Employer
under applicable tax laws, and (ii) withholding from any form of compensation or
other amount due a Grantee or holder of Shares issued upon exercise of an Option
any amount required to be withheld by the Employer under applicable tax laws.
Withholding or reporting shall be considered required for purposes of this
subparagraph if any tax deduction or other favorable tax treatment available to
Employer is conditioned upon such reporting or withholding.

                  (i)      Other Provisions. Option agreements executed pursuant
to this Plan may contain such other provisions as the Committee shall deem
advisable. The possession of an Option shall not, in and of itself, convey to
the Grantee any of the rights or attributes of a shareholder, but only the right
(subject to certain conditions) to exercise the Option and receive Shares.

                                      III.
                               OTHER STOCK AWARDS

         1.       TYPES OF AWARDS. In addition to Options, other Awards
available under this Plan include grants of Restricted Stock, Restricted Units,
Performance Shares and Performance Units. Except in case of certain terminations
of employment or an extraordinary event, each grant of Restricted Stock or
Restricted Units shall be earned and vest over at least three years and shall be
governed by such conditions, restrictions and contingencies as the Committee
shall determine. Each grant of Performance Shares and Performance Units shall be
subject to the achievement of performance goals designated by the Committee and
the corresponding Award Agreement, which performance goals require a performance
period of one year or more. The performance goals that may be used by the
Committee for such Awards shall consist of goals measuring the following
factors: Revenue; net interest margin, net interest income, non-interest income,
net income, pre- or post-tax income; earnings per share; return on equity;
return on assets; share price performance; total shareholder return; improvement
in or attainment of expense levels; asset growth, loan growth, deposit growth,
growth in other components of the Company's balance sheet and asset quality.
Performance goals may be measured solely on a corporate, subsidiary or division
basis, or a combination thereof. Further, performance criteria may reflect
absolute entity performance or a relative comparison of entity performance to
the performance of a peer group of entities or other external measure of the
selected performance criteria. Profit, earnings and revenues used for any
performance goal measurement shall exclude any extraordinary nonrecurring items.

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         2.       ELIGIBILITY. Awards under this Part III may be granted to any
Eligible Participant, as determined by the Committee in its complete discretion.

         3.       SHARES SUBJECT TO AWARD. The Shares subject to Awards under
this Part III are as described in Section 3 of Part I of this Plan.

         4.       VOTING RIGHTS AND DIVIDENDS. Grantees who have been awarded
grants of Restricted Stock or Performance Shares shall have the right to vote
all the received Shares during the restriction or performance period. Whenever
such voting rights are to be exercised, the Company shall provide the Grantee
with the same notices and other materials as provided to other shareholders, and
the Grantee shall be provided adequate opportunity to review the notices and
materials and vote the Shares associated with the grants of Restricted Stock and
Performance Shares. As provided in the applicable Award Agreements, dividends
authorized by the Company and paid in connection with Shares held pursuant to
grants of Restricted Stock and Performance Shares may be(a) paid directly to the
Grantees, free of restrictions, (b) paid to the Grantees subject to the same
restrictions as the corresponding Shares, or (c) held back by the Employer
subject to the satisfaction of the applicable restrictions or performance goals.

                                      IV.
                STOCK APPRECIATION AND DIVIDEND EQUIVALENT RIGHTS

         1.       STOCK APPRECIATION RIGHTS. In addition to other Awards
available under this Plan, the Committee may grant Stock Appreciation Rights.
Any grant of Stock Appreciation Rights may, but need not be, associated with
Shares subject to a specific Option. If a grant of Stock Appreciation Rights is
associated with Shares subject to a specific Option, then, unless otherwise
provided in the applicable Award Agreement, the Stock Appreciation Rights shall
terminate upon (a) the expiration, termination, forfeiture or cancellation of
the Option or (b) the exercise of such Option. Similarly, if a grant of Stock
Appreciation Rights is associated with Shares subject to a specific Option,
then, unless otherwise provided in the applicable Award Agreement, the Option
associated with the Stock Appreciation Rights shall terminate upon the exercise
of the Stock Appreciation Rights. Each grant of Stock Appreciation Rights shall
be evidenced by a Award Agreement that specifies the term, which in no event may
exceed ten years from the date of grant. In addition, each Award Agreement
representing a grant of Stock Appreciation Rights will designate the applicable
Fair Market Value of a Share as of the date of grant. The possession of a Stock
Appreciation Right shall not, in and of itself, convey to the Grantee any of the
rights or attributes of a shareholder, but only the right (subject to certain
conditions) to receive payment in connection with appreciation (if any) of the
Shares.

         2.       DIVIDEND EQUIVALENT RIGHTS. In addition to other Awards
available under this Plan, the Committee may grant Dividend Equivalent Rights.
The grant of Dividend Equivalent Rights may be made as discreet and separate
Awards, or in connection with Shares associated with a specific Option, or a
grant of Restricted Stock, Restricted Units, Performance Shares, Performance
Units or Stock Appreciation Rights. A Grantee holding Dividend Equivalent Rights
will be entitled to payment of an amount equivalent to the dividends that would
have been paid on the associated Shares, just as if the Grantee held the Shares
on which the Dividend Equivalent Rights were based (less applicable withholding
taxes). As provided in the corresponding Award Agreement, the grant of Dividend
Equivalent Rights may be subject to

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various restrictions, which the Grantee must first satisfy before receiving
payment pursuant to the Dividend Equivalent Rights.

         3.       ELIGIBILITY. Awards under this Part IV may be granted to any
eligible Participant, as determined by the Committee in its complete discretion.

         4.       SHARES SUBJECT TO STOCK APPRECIATION AND DIVIDEND EQUIVALENT
RIGHTS. The Shares subject to Awards under this Part IV are as described in
Section 3 of Part I of this Plan.

         5.       EXERCISE OF STOCK APPRECIATION RIGHTS. Upon the exercise of a
Stock Appreciation Right, the Grantee shall be entitled to receive a cash
payment for each Share covered by the portion of the Stock Appreciation Right
being exercised, which payment is equal to the excess of (a) the Fair Market
Value of a Share on the exercise date over (b) the Fair Market Value of a Share
as of the date the Stock Appreciation Right was granted, as designated in the
corresponding Award Agreement, or such greater amount as designated in the Award
Agreement. All payments in connection with the exercise of Stock Appreciation
Rights shall be made as soon as practicable, but in no event later than seven
(7) business days after the effective date of the exercise of the Stock
Appreciation Right. Each Stock Appreciation Right may be exercised on such date
or dates, and during such period and with respect to a number of Shares, as
determined by the Committee and as set forth in the corresponding Award
Agreement. The exercise of a Stock Appreciation Right shall also be subject to
such terms and conditions as specified in the corresponding Award Agreement,
which conditions may include minimum exercise amounts and the ability to elect a
partial exercise. Unless provided otherwise in the Award Agreement, each Stock
Appreciation Right shall be exercised by delivering notice to the Company's
principal office, to the attention of its Secretary, no less than five (5)
business days in advance of the effective date of the proposed exercise. The
notice shall be accompanied by the applicable Award Agreement and specify the
number of Shares with respect to which the Stock Appreciation Right is being
exercised and the effective date of the proposed exercise.

                                       V.
                 ADOPTION, AMENDMENT AND TERMINATION PROVISIONS

         1.       TERM OF THIS PLAN. This Plan shall become effective on the
earlier of: (i) the date of adoption of this Plan by the Board or (ii) the date
of shareholder approval of the Plan as hereinafter set forth in this Part V.
This Plan shall expire ten (10) years after its effective date, provided that
any outstanding Awards at that time will continue for the duration of the Award,
in accordance with the terms of this Plan and the applicable Award Agreement.

         2.       AMENDMENT OR EARLY TERMINATION OF THE PLAN.

                  (a)      Amendment or Early Termination. The Board may
terminate this Plan at any time. The Board may amend this Plan at any time and
from time to time in such respects as the Board may deem advisable, except that,
without proper approval of shareholders of the Company, no such revision or
amendment shall:

                                    (i)      increase the number of shares of
                           Common Stock subject to the Plan other than in
                           connection with an adjustment under Section 3(b) of
                           Part I,

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                                    (ii)     increase the parameters of Eligible
                           Participants, or

                                    (iii)    make any amendment to this Plan
                           that would require shareholder approval under any
                           applicable law or regulation.

         Any amendment made to this Plan which would constitute a "modification"
to Incentive Stock Options, outstanding on the date of such amendment, shall not
be applicable to such outstanding Incentive Stock Options, but shall have
prospective effect only, unless the Grantee agrees otherwise.

                  (b)      Modification and Amendment of Option. Subject to the
requirements of Internal Revenue Code Section 422 with respect to Incentive
Stock Options and to the terms and conditions and within the limitations of this
Plan, the Committee may modify or amend outstanding Options granted under this
Plan. The modification or amendment of an outstanding Option shall not, without
the consent of the Grantee, impair or diminish any of his or her rights or any
of the obligations of the Company under such Option. Except as otherwise
provided in this Plan, no outstanding Option shall be terminated without the
consent of the Grantee. Unless the Grantee agrees otherwise, any changes or
adjustments made to outstanding Incentive Stock Options granted under this Plan
shall be made in such manner so as not to constitute a "modification" as defined
in Code Section 424(h) and so as not to cause any Incentive Stock Option issued
hereunder to fail to continue to qualify as an Incentive Stock Option as defined
in Code Section 422(b).

         3.       SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject
to proper approval of this Plan by the shareholders of the Company at a duly
convened meeting of the shareholders of the Company, which approval must occur
within twelve (12) months before or after the date of adoption of the Plan by
the Board.

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                             CERTIFICATE OF ADOPTION

         I certify that the foregoing Plan was adopted by the Board of Directors
of Northrim BanCorp, Inc. on February 23, 2004, and by the Shareholders of
Northrim BanCorp, Inc. on ________, 2004.

                                                    /s/ Mary A. Finkle
                                                    --------------------
                                                    Mary A. Finkle
                                                    Corporate Secretary

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