SecProbe.io

September 1, 2010

Joseph Schierhorn Chief Financial Officer Northrim Bancorp, Inc. 3111 C Street Anchorage, Alaska  99503
Re: Northrim Bancorp, Inc.
Form 10-K for the fiscal year ended December 31, 2009
  File No. 0-33501

Dear Mr. Schierhorn:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
             Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Analysis of Allowance for Loan Losses, page 28

1. We note from your allocation of the allowa nce for loan losses on page 30 that your
unallocated allowance is approximately 55%, 41%, and 22% of your total allowance for
loan losses at December 31, 2009, 2008, and 2007, respectively. Further we note that you
have been in business since 1990, and accordingly would have a substantial operating

Joseph Schierhorn Northrim Bancorp, Inc.
September 1, 2010 Page 2

history from which to draw in evaluating your  historical loss rates.  Please tell us and
revise future filings to more clearly descri be how you arrived at the allowance for loan
losses amounts allocated to the various loan  categories versus the unallocated amount,
including:

a. Specifically and separately disclose where your specific reserves for identified
impaired loans are reflected in the allocation table.
b. Similarly, specifically and separately disclose where your formula-based reserve amounts are reflected in the allocation table.
c. If the formula-based amounts are reflected in the unallocated line item, revise to add
a paragraph below the table to disclose that fact and to separately quantify the amount
of such formula-based reserves as calculated for each loan category.
d. Bridge the gap between the unallocated reserve of 55% to the allocated allowance for real estate term of 4% though real estate term loans made up 46% of the loan
portfolio and had $2.5 million of charge-offs during 2009.

 Form 10-Q for the Quarter Ended June 30, 2010

 Item 1. Financial Statements

 Notes to the Consolidated Financial Statements

 Note 7. Variable Interest Entities, page 13

2. We note your disclosure on page 13 that you determined Elliott Cove was a variable
interest entity (VIE) based on the $0.75 m illion outstanding line of credit you provided
them as of June 30, 2010.  In addition, we not e your disclosure on page 60 of the Form
10-K that you also provide RML Holding Co mpany, another affiliate, with a $15 million
committed line of credit with an outstanding balance of $11.2 million at December 31, 2009.  Please explain to us how you determined  that Elliott Cove was a VIE and RML
was not though additional financial support was provided by you to both entities.  We
note your reference to ASC 810-10-50-12 and 50 -13, respectively.  Please refer to any
additional guidance you used in your determ ination and provide sufficient details
supporting your current accounting.

3. In addition, we note from your disclosures that you determined you did not have a controlling interest in Elliott Cove.  Please tell us and include in future filings, the
specific facts and circumstances you consider ed in your determination that you did not
have the power to direct the significant activ ities nor an obligation to absorb losses or
right to receive benefits that could potentially be significant to Elliott Cove.  Please include your consideration of th e outstanding loan with Elliot t Cove in your response and
provide the specific guidance you re lied upon in your determination.

Joseph Schierhorn Northrim Bancorp, Inc.
September 1, 2010 Page 3

 Note 10. Fair Value of Assets and Liabilities, page 14

4. We note from your disclosure on page 17 that the impairment in other real estate owned
was due to changes in the estimated costs to complete for construction projects foreclosed upon.  Please tell us and include in future fi lings your valuation technique(s) for your
other real estate owned sim ilar to your discussion on page 26 for impaired loans.
 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Credit Quality and Nonperforming Assets, page 20

5. We note your disclosure that construction and development projects in other real estate
owned were substantially complete and being marketed.  In addition, we note from your statement of cash flows that loans for the sa le of other real estate owned were made
totaling $0, $2.6 million, and $1.9 million during the fiscal year 2008, 2009, and first half of 2010.  Please tell us and revise future filin gs to disclose if your underwriting policies
and procedures for these loans are different from your standard polic ies and procedures.
If so, please provide a discussion of the unde rwriting policies and procedures for loans
initiated for the sale of other real estate owned.
 Financial Condition

 Analysis of Allowance for Loan Losses, page 26

6. We note your disclosure that for your collatera l-dependent impaired loans the fair value
is based on in-house evaluations or external appraisals. Please tell  us and revise your
future filings to disclose how you determine which of the valuation methods to use in
your measurement of impairment for collatera l-dependent loans.  In addition, please
disclose where in the fair value hierarc hy you classify these valuation techniques.

7. We note from your disclosure on page 27 that  the unallocated portion of your allowance
was 45% of total allowance for loan losses and has consistently increased since 2007.  In addition, we note the increase in the una llocated reserve is based primarily on
management’s consideration of other qualitative factors, which in clude current economic
environment, charge-off ratios , and historical experience w ith unidentified risk in the
loan portfolio.  While recogni zing that there may be gene ral effects of the current
economic environment that impact all categor ies of loans, it is unclear why you would
not reflect the allowance related to the impact  of historical experi ence and charge-offs of
loans to those respective loan categories rath er than the unallocated allowance. Please
more clearly explain how you determined not to allocate such identifiable amounts to
their respective categories.

Joseph Schierhorn Northrim Bancorp, Inc.
September 1, 2010 Page 4

 Schedule 14A

Compensation Discussion and Analysis

8. We note your disclosure on page 10 where you address mitigating  risk; however, it is
unclear whether the compensation committ ee has concluded that the compensation
policies are not “reasonably likel y to have a material adverse effect on the registrant,” as
contemplated by Item 402(s) of Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not necessary  and describe the process you undertook to
reach that conclusion.

Grants of Plan-Based Awards, page 28

9. We note that you have not included the speci fic threshold, target, and maximum awards
for each executive officer in this table.  This information is required, whether or not payments were made to executive officers.   Please provide th e staff with proposed
revised disclosure and revise future filings accordingly.  Refer to Instruction 2 to Item
402(d) of Regulation S-K.

              We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Joseph Schierhorn Northrim Bancorp, Inc. September 1, 2010 Page 5

You may contact Lindsay Bryan at 202-551-3417 or John P. Nolan, Senior Assistant
Chief Accountant at 202-551-3423 if you have ques tions regarding comments on the financial
statements and related matters.  Please contact David Lyon at 202-551-3421 or me at
202-551-3464 with any other questions.
Sincerely,

Kathryn McHale Senior Attorney Advisor

cc: Joseph Shierhorn       FAX number 907-562-1758