RIGGS NATIONAL CORP, DEF 14A, 1994-04-13

RIGGS NATIONAL CORP
DEF 14A, 1994-04-13
NATIONAL COMMERCIAL BANKS

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<PAGE>

RIGGS NATIONAL CORPORATION

1503 PENNSYLVANIA AVENUE, N.W.

WASHINGTON, D.C. 20005

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 1994

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Riggs National Corporation (the "Corporation") will be held on
Wednesday, May 11, 1994, at 9:30 a.m. local time, at the Rennaissance Hotel,
999 9th Street, N.W., Washington, D.C. 20001, for the following purposes:

1. To elect a board of directors for the ensuing year;

2. To consider and act upon a proposal to adopt the Riggs National
Corporation 1994 Stock Option Plan;

3. To consider and act upon a shareholder proposal that would require
members of the Corporation's Board of Directors to own at least 1000 shares
of voting stock of the Corporation;

4. To consider and act upon a shareholder proposal recommending that the
Board of Directors combine the positions of Chairman of the Board and Chief
Executive Officer with the person holding the position as Chief Executive
Officer assuming both positions; and

5. To consider and act upon any other matters that may properly be
brought before the Meeting or any adjournment thereof.

Shareholders of record at the close of business on March 31, 1994, will be
entitled to vote at the Meeting or any adjournment thereof. Whether or not you
contemplate attending the Meeting, please execute the enclosed proxy and
return it in the enclosed postage-paid return envelope. You may revoke your
proxy at any time prior to its exercise by written notice to the Secretary of
the Corporation, by executing and delivering a proxy bearing a later date or
by attending the Meeting and voting in person.

You are cordially invited to attend the Meeting in person.

By Order of the Board of Directors

/s/ Alexander C. Baker

ALEXANDER C. BAKER
Secretary

April 13, 1994
<PAGE>

RIGGS NATIONAL CORPORATION
1503 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20005
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON MAY 11, 1994

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Riggs National Corporation, a Delaware
corporation (the "Corporation"), to be used at the Annual Meeting of
Shareholders of the Corporation (the "Meeting") to be held on Wednesday, May
11, 1994, at 9:30 a.m. local time, at the Rennaissance Hotel, 999 9th Street,
N.W., Washington, D.C. 20001, or at any adjournment thereof. The Corporation
owns all of the outstanding stock of The Riggs National Bank of Washington,
D.C. ("Riggs Bank").

Shareholders of record at the close of business on March 31, 1994 will be
entitled to notice of, and to vote at, the Meeting. On the record date, the
Corporation had 30,223,214 shares of Common Stock, par value $2.50 per share
("Common Stock"), outstanding and entitled to vote at the Meeting. Each share
of Common Stock is entitled to one vote. Under the applicable provisions of
the Corporation's By-Laws and the Delaware General Corporation Law (the
"Delaware GCL"), the presence, in person or by proxy of a majority of the
shares of Common Stock is necessary to constitute a quorum of the shareholders
in order to elect Directors or take action on a proposal submitted to
shareholders at a meeting of shareholders. For these purposes, Common Stock
which is present, or represented by proxy, at the Meeting will be counted for
quorum purposes regardless of whether the holder of the Common Stock or proxy
fails to vote to elect Directors or to vote on a proposal or whether a broker
with discretionary authority fails to exercise its discretionary voting
authority with respect to such election or proposal.

Once a quorum is established, under the applicable provisions of the
Delaware GCL, in order for a Director to be elected, the Director must receive
a plurality of the votes of the shares of Common Stock present in person or
represented by proxy at the Meeting. For voting purposes, therefore,
abstentions and "broker non-votes" will have no effect on the outcome of such
election. With regard to the proposals to be presented to shareholders at the
Meeting, such proposals must be approved by the affirmative vote of the
holders of a majority of Common Stock present in person or represented by
proxy at the Meeting and, for voting purposes, abstentions will be counted as
"no" votes and "broker non-votes" will not be counted.

This Proxy Statement and the accompanying proxy are dated and are being sent
to shareholders on or about April 13, 1994. Shares of Common Stock represented
by proxies that are properly executed and received in time for the Meeting
will be voted in accordance with the shareholders' specifications. In the
absence of specific instructions, executed proxies received in response to
this solicitation will be voted for the election of the persons listed herein
as directors, for adoption of the proposed Riggs National Corporation 1994
Stock Option Plan, and against the shareholder proposals described herein.
Should any other matters properly come before the Meeting, the persons named
as Proxies will, unless otherwise specified in the proxy, vote upon such
matters according to their discretion. A proxy may be revoked at any time
prior to its exercise by written notice to the Secretary of the Corporation,
by executing and delivering a proxy bearing a later date or by attending the
Meeting and voting in person.

An Annual Report to Shareholders, including financial statements for the
year ended December 31, 1993, is enclosed with this Proxy Statement.
<PAGE>

ELECTION OF DIRECTORS

At the Meeting, twenty-two directors (which will constitute the entire Board
of Directors after the Meeting) are to be elected to hold office until the
next annual meeting of shareholders and until their respective successors have
been elected and qualified. The shares of stock represented by properly
executed proxies will be voted for the nominees named below, unless otherwise
specified on the proxy. It is not contemplated that any of the nominees will
become unavailable to serve, but if that should occur before the Meeting,
proxies that do not withhold authority to vote for directors may be voted for
another nominee or nominees selected by the Board of Directors unless the
Board votes to reduce the size of the Board to the actual number of nominees.

NOMINEES FOR DIRECTOR

The following table sets forth (i) the name and age of each nominee, (ii)
the year during which each nominee first became a director of the Corporation,
(iii) the principal occupation of the nominee during the past five years, (iv)
other directorships of public companies held by the nominee, and (v) the
number of shares of Common Stock beneficially owned by each nominee as of
March 31, 1994. All current directors of the Corporation also serve as
directors of Riggs Bank. The table has been prepared from information obtained
from the nominees.

</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
MARCH 31, 1994 AND
NAME, AGE AND YEAR PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE PERCENTAGE OF
BECAME A DIRECTOR IN LAST FIVE YEARS, OTHER DIRECTORSHIPS CLASS (NOTE 1)
------------------ ----------------------------------------- ------------------
<S> <C> <C>
ROBERT L. ALLBRITTON Director and Vice President, Allbritton Communi- 1,250,000
Age 25 cations Company; Director, ALLNEWSCO, Inc.; Di- 4.1%
rector, The Allbritton Foundation; Director, (Note 4)
Perpetual Corporation; Director, University
Bancshares, Inc. (Texas bank holding company).
CALVIN President, Calvin Cafritz Enterprises; Chairman 6,120
CAFRITZ and Chief Executive Officer, Morris and
Age 63 Gwendolyn Cafritz Foundation; Trustee, Federal
1993 City Council; Member, Trustee's Council of the
National Gallery of Art; Director, Metropolitan
Police Boys and Girls Club.
CHARLES A. CAMALIER, III Partner, Wilkes, Artis, Hedrick & Lane, Chtd. 8,642
Age 42 (law firm) (Notes 5, 10)
1993
TIMOTHY C. COUGHLIN President of the Corporation; President and 16,250
Age 51 Chief Operating Officer of Riggs Bank (1985 to
1988 1992); Chapter (governing board) member, Prot-
estant Episcopal Cathedral Foundation; Direc-
tor, Greater Washington Boys and Girls Clubs;
Member, District of Columbia Management Advi-
sory Committee.
RONALD E. CUNEO President and Chief Executive Officer, HFS Inc.; 12,150
Age 51 Vice President and General Manager, Honeywell (Note 5)
1994 Inc. (1983-1990).
FLOYD E. DAVIS, III President and Chief Executive Officer, Floyd E. 192,776
Age 42 Davis Company (real estate management company); (Note 6)
1993 Director, Robert O. Scholz Foundation;
Director, Floyd E. Davis Family Foundation.
JACQUELINE C. DUCHANGE Vice President and Director, Four Seas Group, 2,196
Age 46 Inc.; Member, St. Andrew's Episcopal School An- (Note 7)
1993 nual Giving Board and Advisory Committee for
Future Site and Long Range Planning.
MICHELA A. Senior Vice President, National Geographic Soci- 3,500
ENGLISH ety; Trustee, Supreme Court Historical Society;
Age 44 Member Advisory Board, Yale University School
1993 of Organization and Management.
JAMES E. FITZGERALD Physician; Clinical Professor of Medicine, 92,056
Age 68 Georgetown University School of Medicine; Di- (Note 8)
1984 rector, National Capital Reciprocal Insurance
Company; Member, Medical Society of the Dis-
trict of Columbia.
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
MARCH 31, 1994 AND
NAME, AGE AND YEAR PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE PERCENTAGE OF
BECAME A DIRECTOR IN LAST FIVE YEARS, OTHER DIRECTORSHIPS CLASS (NOTE 1)
- ------------------ ----------------------------------------- ------------------
<S> <C> <C>
DAVID J. GLADSTONE Chairman of the Board, Chief Executive Officer 500
Age 51 and Director, Allied Capital Advisers, Inc.;
1993 Director and Chairman, Allied Capital Corpora-
tion; Director and Chairman, Allied Capital
Corporation II; Director and Chairman, Allied
Capital Commercial Corporation; Director and
President, Business Mortgage Investments; Di-
rector and President,
Allied Capital Lending Corporation; Trustee,
George Washington University; Corporate Direc-
tor, National Association of Securities Deal-
ers.
LAWRENCE I. President and Director, Perpetual Corporation, 11,000
HEBERT which owns Allbritton Communications Company
Age 47 (owner of three television stations) and
1988 ALLNEWSCO, Inc. (owner of a cable television
program service); President, Westfield News Ad-
vertiser, Inc. (owner of two television sta-
tions and one daily and three weekly newspa-
pers); Vice President, University Bancshares,
Inc. (Texas bank holding company); Director,
Allied Capital Corporation II.
PAUL M. HOMAN Vice-Chairman of the Corporation; President and 15,000
Age 54 Chief Executive Officer of Riggs Bank; Princi- (Note 9)
1993 pal of Homan & Associates (bank consulting
firm) (1987-1990; 1992-1993); President and
Chief Executive Officer of First Florida Banks,
Inc. of Tampa, Florida (1991-1992); Senior Ad-
viser to the Comptroller of the Currency (1990-
1991).
MICHAEL J. JACKSON Executive Vice President, Mercedes-Benz of North 732
Age 45 America, Inc.; Executive Vice President,
1993 EuroMotorcars (1979-1990).
LEO J. President, Georgetown University; Visiting Fel- 4,971
O'DONOVAN, S.J. low, Woodstock Theological Center, Georgetown
Age 59 University (1988-1989); Trustee, University of
1993 Detroit Mercy; Board member, Consortium on Fi-
nancing Higher Education; Board member, Associ-
ation of Catholic Colleges and Universities;
Board member, Association of Jesuit Colleges
and Universities.
</TABLE>

4
<PAGE>

- --------
Note 1--Beneficial ownership as determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934 includes sole or shared power to
vote or direct the voting of, or to dispose or direct the disposition
of, shares as well as the right to acquire beneficial ownership within
60 days through the exercise of an option or otherwise. Unless
otherwise indicated, the listed persons have sole voting power and sole
investment power with respect to the shares of Common Stock set forth
in the table and own less than 1% of the shares outstanding.
Note 2--See "Beneficial Ownership of Corporation Stock," Notes 2 and 3, Page
7.
Note 3--Barbara B. Allbritton is the wife of Joe L. Allbritton, Chairman of
the Board and Chief Executive Officer of the Corporation. See
"Beneficial Ownership of Corporation Stock," Note 4, Page 7.
Note 4--Under the federal securities laws, Robert L. Allbritton, the son of
Joe L. and Barbara B. Allbritton, may be deemed to share voting and
investment power with regard to 1,250,000 shares owned by a charitable
foundation of which he, his mother and his father are trustees.

5
<PAGE>

Note 5--Mr. Camalier and Mr. Cuneo were appointed as Directors of the
Corporation on July 14, 1993 and February 9, 1994, respectively.
Note 6--Mr. Davis has sole voting and investment power with regard to 119,031
shares and shared voting and investment power with regard to 73,745
shares held in trust. He disclaims beneficial ownership of an
additional 1,830 shares held by his wife.
Note 7--Ms. Duchange disclaims beneficial ownership of an additional 549
shares held in trust for her daughter.
Note 8--Dr. Fitzgerald disclaims beneficial ownership of an additional 12,268
shares owned by his wife.
Note 9--Mr. Homan was appointed Vice Chairman of the Corporation and
President and Chief Executive Officer of Riggs Bank in June 1993. Under
the terms of his employment contract, he received options to purchase
400,000 shares of the Corporation's Common Stock under certain terms
and conditions summarized herein under "Stock Option Grants in 1993,"
Note 3, Page 9. Mr. Homan disclaims beneficial ownership of an
additional 15,000 shares owned by his wife.
Note 10--Mr. Symington is a partner in the law firm of O'Connor & Hannan; Mr.
Pfeiffer is a partner in the law firm of Fulbright & Jaworski; and Mr.
Camalier is a partner in the law firm of Wilkes, Artis, Hedrick & Lane.
These law firms performed legal services for the Corporation during
1993 and are expected to perform legal services for the Corporation in
1994.
Note 11--Mr. Sargent disclaims beneficial ownership of an additional 99 shares
held in trust for his children.

BOARD COMMITTEES AND MEETINGS

The Board of Directors of the Corporation has an Executive Committee, an
Audit Committee and a Compensation Committee. It does not have a standing
Nominating Committee. Directors of the Corporation are nominated by the full
Board of Directors.

The Executive Committee of the Corporation exercises the power of the Board
of Directors between meetings of the Board of Directors and such other powers
as the Board may delegate. The Executive Committee held seven meetings during
1993. The present committee members are Directors Joe L. Allbritton, Barbara
B. Allbritton, Cafritz, Coughlin, Davis, Fitzgerald, Hebert and Homan.

The Audit Committee of the Corporation reviews the audit and examination
reports of the internal auditors, independent public accountants and federal
bank examiners as they relate to the Corporation and its subsidiaries. The
Audit Committee held fourteen meetings during 1993. The present committee
members are Directors Sloan, Cafritz, English, Pfeiffer and Gladstone.

The Compensation Committee of the Corporation assists the Board of Directors
in fulfilling its responsibilities related to compensation and benefits. The
Compensation Committee of the Corporation meets in joint session with the
Compensation Committee of the Board of Directors of Riggs Bank. The Joint
Compensation Committee met six times in 1993. The present committee members
are Directors Sargent, Augustine, Jackson, Symington, Valenti and Williams.
See page 12 for the Joint Compensation Committee Report to Shareholders on
fiscal 1993 compensation programs.

The Board of Directors of the Corporation held twelve meetings in 1993 and
the various Committees of the Board, including those listed above, met a total
of fifty times. Of the incumbent directors, none attended fewer than 75% of
the aggregate of the total number of meetings during 1993 of the Board of
Directors and of all committees on which they served.

6
<PAGE>

BENEFICIAL OWNERSHIP OF CORPORATION STOCK

The following table sets forth information, as of March 31, 1994, concerning
(a) each person known by the Corporation to own beneficially more than 5% of
the Common Stock, (b) each of the executive officers named in the Summary
Compensation Table, and (c) the aggregate number of shares of Common Stock
beneficially owned by all officers and directors (and nominees) of the
Corporation and executive officers of Riggs Bank as a group:

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
BENEFICIAL OWNERS OWNERSHIP(1) CLASS
- ----------------- ------------ ----------
<S> <C> <C>
Joe L. Allbritton............................. 9,970,489(/2/)(/3/) 33.0%
Riggs National Corporation
1503 Pennsylvania Avenue, NW
Washington, DC 20005
Barbara B. Allbritton......................... 2,581,732(/4/) 8.6%
Riggs National Corporation
1503 Pennsylvania Avenue, NW
Washington, DC 20005
Paul M. Homan................................. 15,000
Timothy C. Coughlin........................... 16,250
Randall R. Reeves............................. 2,900
George W. Grosz............................... 14,000
---------- ----
All directors (and nominees) and officers of
the Corporation and executive officers of
Riggs Bank as a group (35 persons)........... 10,472,333(/5/) 34.6%
---------- ----
</TABLE>
- --------
(1) Beneficial ownership as determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934 includes sole or shared power to vote or
direct the voting of, or to dispose or direct the disposition of, shares as
well as the right to acquire beneficial ownership within 60 days through the
exercise of an option or otherwise. Except where noted, the listed persons
have sole voting power and sole investment power with respect to the shares of
Common Stock set forth in the table and own less than 1% of the shares
outstanding.

(2) Joe L. Allbritton has sole voting and investment power with regard to
6,920,489 of these shares. Also included, pursuant to the federal securities
laws, are 470,000 shares owned by Allwin, Inc., which is wholly owned by him;
1,250,000 shares owned by a charitable foundation of which Joe L. Allbritton,
his wife Barbara B. Allbritton and his son Robert L. Allbritton are the
trustees (the "Foundation"), and 1,330,000 shares beneficially owned by
Barbara B. Allbritton as to which Joe L. Allbritton shares voting and
investment power as described in Note 4 below. He disclaims beneficial
ownership of an additional 1,732 shares owned by Barbara B. Allbritton and
31,110 shares held for the benefit of Robert L. Allbritton by a trust of which
Riggs Bank is one of three trustees (the "Trust").

(3) The shares of Common Stock owned directly by Joe L. Allbritton are
pledged to secure a loan with a commercial bank. Should an event of default
set forth in the related loan agreement (which contains standard default
provisions) occur, the lending bank may be able to sell or transfer the shares
depending on the circumstances. In the absence of such an event of default, he
retains the right to receive the dividends and the power to vote the shares.
For a more complete description of the loan, including default provisions, see
the Schedule 13D and amendments thereto filed by Joe L. Allbritton with the
Securities and Exchange Commission.

(4) Barbara B. Allbritton has sole voting and investment power with regard
to 1,732 of these shares and shares voting and investment power with Joe L.
Allbritton as to 1,330,000 shares with respect to which she has granted to him
an irrevocable proxy to vote such shares and has agreed not to sell such
shares free of the proxy except in limited market transactions. Also included,
pursuant to the federal securities laws, are 1,250,000 shares owned by the
Foundation as to which she shares voting and investment power. See Note 2
above. Mrs. Allbritton disclaims beneficial ownership of 7,390,489 shares
beneficially owned by Joe L. Allbritton, including shares owned by Allwin,
Inc., and 31,110 shares held by the Trust. See Note 2 above.

(5) Includes 60,250 shares subject to options exercisable within 60 days of
March 31, 1994.

7
<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE OFFICERS: The annual and other compensation paid by the
Corporation and Riggs Bank for 1993, 1992 and 1991 to each of the five most
highly compensated executive officers of the Corporation, including certain
officers of Riggs Bank, and the capacities in which they are currently serving
are shown below:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
- -----------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
- -----------------------------------------------------------------------------------------------------------------
SECURITIES
NAME AND OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION COMPENSATION STOCK OPTIONS/ PAYOUT COMPENSATION
YEAR SALARY($) BONUS($)(/1/) $ AWARD(S) SARS(#) $ $
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joe L. Allbritton 1993 380,000 -0- -0- -0- -0-(/2/) -0- 36,382(/3/)
Chairman of the 1992 380,000
Board and Chief 1991 990,000
Executive Officer
of the
Corporation;
Chairman of the
Board of Riggs
Bank
- -----------------------------------------------------------------------------------------------------------------
Paul M. Homan 1993 348,436(/4/) -0- -0- -0- 400,000 -0- 57,971(5)
President & Chief 1992 -0-
Executive Officer 1991 -0-
of Riggs Bank;
Vice Chairman of
the Corporation
- -----------------------------------------------------------------------------------------------------------------
Timothy C. 1993 350,000 -0- -0- -0- 25,000 -0- 1,378(/3/)
Coughlin 1992 330,769
President of the 1991 332,885
Corporation
- -----------------------------------------------------------------------------------------------------------------
Randall R. Reeves 1993 225,000 -0- -0- -0- 10,000 -0- 547(/3/)
Senior Executive 1992 181,787
Vice President and 1991 -0-
Acting Chief
Credit Officer of
Riggs Bank
- -----------------------------------------------------------------------------------------------------------------
George W. Grosz 1993 217,300 -0- -0- -0- 40,000 -0- 985(/3/)
Executive Vice 1992 215,000
President of Riggs 1991 209,625
Bank
</TABLE>

- --------
(1) During 1993, the Board of Directors approved the 1994 Bonus Plan for
senior officers. Under the terms of the 1994 Bonus Plan, if certain
profitability criteria are met by the Corporation in 1994, bonus payments will
be paid in 1995 to senior officers who meet certain performance criteria. For
a discussion of the Bonus Plan, see "Joint Compensation Committee Report to
Shareholders--The Executive Officers," Page 14.
(2) Joe L. Allbritton was awarded options to purchase 430,000 shares of the
Corporation's Common Stock on March 9, 1994. For a discussion of the terms and
conditions of such grant, see "Stock Option Grants in 1993," Note 2, Page 9.
(3) The amounts listed, except where specifically noted, represent the
economic benefit attributable to the term life insurance coverage for the
named executive officers in 1993 under a split dollar life insurance plan for
senior vice presidents and above of the Corporation, Riggs Bank, The Riggs
National Bank of Virginia and The Riggs National Bank of Maryland, except Mr.
Homan, who will be eligible to receive such benefits in 1994.
(4) Mr. Homan joined the Corporation in June 1993. The terms of Mr. Homan's
employment contract, including performance bonus payments and stock option
grants under the 1993 Stock Option Plan, are discussed under "Joint
Compensation Committee Report to Shareholders--The President and Chief
Executive Officer of Riggs Bank" on page 13 herein.
(5) Represents one-time moving and relocation expense reimbursement of
$21,104 and $36,867 for the payment of taxes on such expense reimbursement.
(6) Riggs Bank owns a Gulfstream III airplane. In accordance with Riggs
Bank's formal policy governing use of the airplane, Joe L. Allbritton
reimbursed Riggs Bank $90,831 for personal use of the airplane in 1993. The
Board of Directors of Riggs Bank (with Joe L. and Barbara B. Allbritton not
participating) approved and ratified the method of calculation and the amount
of the reimbursement.

8
<PAGE>

DIRECTORS. Directors of the Corporation and Riggs Bank who are not officers
currently receive a retainer fee of $24,000 per year. Directors do not receive
additional compensation for membership on committees, except for the Chairmen
of the committees who receive a retainer fee of $1,500 per year and the
Chairman of the Audit Committee who receives a retainer fee of $20,000 per
year. Officers of the Corporation who are directors do not receive
compensation, in addition to their compensation as officers, for attending
Board or committee meetings.

STOCK OPTION GRANTS IN 1993

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES EXERCISE EXP. PRESENT
NAME GRANTED IN 1993 PRICE DATE VALUE($)(/1/)
---- ------------ ---------- -------- -------- -------------
<S> <C> <C> <C> <C> <C>
Joe L. Allbritton(/2/) --
Paul M. Homan 400,000(/3/) 53.9% $8.125 6/9/03 $2,232,000
Timothy C. Coughlin 25,000(/4/) 3.3% $9.000 11/10/03 95,500
Randall R. Reeves 10,000(/4/) 1.3% $9.000 11/10/03 38,200
George W. Grosz 40,000(/4/) 5.3% $9.000 11/10/03 152,800
</TABLE>
- --------
(1) The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the value of
the options reflected in the above table include the following:
. An exercise price on the option equal to the fair market value of the
underlying stock on the date of grant.
. An option term of 10 years.
. An interest rate of 5.96% for Mr. Homan, and 5.72% for the other named
executive officers, representing the grant date interest rate on a U.S.
Treasury security with a maturity date corresponding to that of the option
term.
. Dividends of $0 per share based on the Corporation's having paid no
dividends in 1993.
. A reduction of approximately 38% for the named executive officers other
than Mr. Homan, to reflect the probability of forfeiture due to
termination prior to vesting, and the probability of a shortened option
term due to termination of employment prior to the option expiration date.
The ultimate values of the options will depend on the future market price of
the Company's stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an optionee will realize upon exercise of an option will
depend on the excess of the market value of the Corporation's Common Stock
over the exercise price on the date the option is exercised.
(2) On March 9, 1994, Joe L. Allbritton was granted options to purchase
430,000 shares of Common Stock at $9.88 per share under the Corporation's 1993
Stock Option Plan. The options are vested but are not exercisable until the
earlier of: (i) June 8, 1998, (ii) a "change of control" of the Corporation as
defined in the 1993 Stock Option Plan, and (iii) the date on which the
reported closing price of the Common Stock has been at least $12.00 per share
on 90% of the trading days during any rolling six-month period.
(3) As part of a three-year employment contract entered into by the
Corporation and Paul M. Homan on June 6, 1993, Mr. Homan was granted options
to purchase 400,000 shares of Common Stock at $8.125 per share under the
Corporation's 1993 Stock Option Plan. The options are vested but are not
exercisable until the earlier of: (i) June 8, 1998, (ii) a "change of control"
of the Corporation as defined in the 1993 Stock Option Plan, and (iii) the
date on which the reported closing price of the Common Stock has been at least
$12 per share on 90% of the trading days during any rolling six-month period.
(4) On November 10, 1993, Messrs. Coughlin, Reeves and Grosz, among others,
were granted options pursuant to the 1993 Stock Option Plan, under the
following terms and conditions: Of the total amounts granted, 25% vest and are
exercisable on the date of grant; 12.5% on the first anniversary thereof and
12.5% on the second anniversary thereof. Fifty percent of the options (the
"Remainder") do not vest and are not exercisable until the earlier of November
10, 1998 or upon the achievement of the following stock performance levels:
25% of the Remainder vests and is exercisable when the Common Stock achieves a
closing price of $11.25 for 90% of the trading days during any consecutive
ninety-day period; an additional 25% vests and is exercisable when the Common
Stock reaches $13.50 for 90% of the trading days during any consecutive
ninety-day period; and an additional 50% vests and is exercisable when the
Common Stock achieves a closing price of $18 for 90% of the trading days
during any consecutive ninety-day period. The options also vest and are
exercisable upon a "change of control" of the Corporation as defined in the
1993 Stock Option Plan.

9
<PAGE>

STOCK OPTION EXERCISES IN 1993/FY-END OPTION VALUES

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY
SHARES ACQUIRED FY-END(#) OPTIONS AT FY-END($)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- --------------- -------- -------------- -------------------- ---
<S> <C> <C> <C> <C> <C>
Joe L. Allbritton -- -- -- --
Paul M. Homan -- -- 0/400,000 --/$200,000(/1/)
Timothy C. Coughlin -- -- 6,250/ 18,750 -0-
Randall R. Reeves -- -- 2,500/ 7,500 -0-
George W. Grosz -- -- 10,000/ 30,000 -0-
</TABLE>
- --------
(1) Represents 400,000 shares multiplied by the difference between the
closing price of Riggs National Corporation Common Stock on December 31, 1993
($8.63) and the exercise price of the options granted to Mr. Homan ($8.13 per
share).

PENSION PLAN. The following table sets forth the estimated annual benefits
payable upon normal retirement under the Riggs National Bank Amended Pension
Plan in specified compensation and years of service classifications.

<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------
SALARY 5 10 15 20 25
------ ------- ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
$300,000 or more $29,790 59,580 89,370 118,800/1/ 118,800/1/
200,000 19,790 39,580 59,370 79,160 98,950
100,000 9,790 19,580 29,370 39,160 48,950
</TABLE>

Benefits under the Riggs National Bank Amended Pension Plan are integrated
with Social Security benefits and are computed for purposes of the Table as a
straight-life annuity. The normally applicable pension formula is based on the
average of the highest five consecutive years' salaries. Compensation covered
by the Pension Plan is limited to base salary and applicable tax code
limitations. For 1993, the maximum salary considered for Pension Plan purposes
is $235,840, but under applicable tax law such amount will be reduced to
$150,000 for 1994. The amount of 1993 salary covered by the Pension Plan for
the five highest paid executive officers and their estimated years of credited
service are: Joe L. Allbritton, $235,840--13 years/2/; Mr. Homan, $235,840--1
year, Mr. Coughlin, $235,840--11 years; Mr. Reeves, $225,000--2 years and Mr.
Grosz, $217,300--7 years.
- --------
/1/ Maximum permitted under the Internal Revenue Code of 1986 as of January 1,
1994.
/2/ Because Joe L. Allbritton's average salary exceeded $200,000 on the
effective date of the maximum salary limitation now provided for in the
Pension Plan, his pension amount will be $78,451, the pension earned for 9
years of service prior to March 1, 1989, plus the amount of pension earned in
accordance with the above table using only years of service earned after March
1, 1989. Mr. Allbritton has earned 5 years of service after March 1, 1989.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Corporation has a Supplemental
Executive Retirement Plan which provides supplemental retirement income to
certain key employees of the Corporation and its subsidiaries at the level of
Senior Vice President and above. The Joint Compensation Committee determines
the terms and conditions under which the employee participates in the plan,
including accelerating the vesting of benefits to any participant. Under
parameters adopted by the Joint Compensation Committee, the amount of benefits
is based on the

10
<PAGE>

participants' functional responsibility. Upon the later of a participant's
termination of employment with vested benefits, attainment of age 62 or upon a
change of control, the participant will receive the vested portion of the
supplemental retirement benefit, payable for the life of the participant, but
for no more than 15 years. In the case of the death of a participant while
employed, the participant's beneficiary will receive the supplemental benefit
for 15 years. Based upon the parameters set by the Joint Compensation
Committee, the annual benefit payable to each of Messrs. Joe L. Allbritton,
Homan, Coughlin, Reeves and Grosz is $40,000. Such benefits will vest 50%
after 5 years and 10% per year thereafter, except for Mr. Homan's which will
vest 100% after 3 years.

11
<PAGE>

JOINT COMPENSATION COMMITTEE REPORT TO SHAREHOLDERS

GENERAL

The Compensation Committee of Riggs National Corporation meets in joint
session with the Compensation Committee of The Riggs National Bank of
Washington, D.C. (the "Joint Committee"). The Joint Committee is responsible
for:

. reviewing the overall salary administration program for the Corporation,
Riggs Bank and their subsidiaries (the "Riggs Group");

. reviewing and making recommendations concerning annual salary increase
programs and any bonus programs for the Riggs Group;

. reviewing and making recommendations to the Board of Directors
concerning compensation and benefits of executive officers of the Riggs
Group; and

. reviewing the Riggs Group's benefit plans, considering any new benefits
that significantly modify the existing plans and recommending to the
Board of Directors any changes requiring Board approval.

The Joint Committee's approach to executive compensation is to provide
competitive levels of compensation that reward performance, recognize
individual initiative and achievement, and assist the Riggs Group in
attracting and retaining qualified individuals. In its deliberations regarding
compensation of executive officers, the Joint Committee considers a variety of
factors that may include all or some of the following: (a) the Corporation's
performance, both separately and in relation to similar companies, (b) the
individual performance of each executive officer, (c) comparative compensation
surveys supplied by professional compensation consultants and other material
concerning compensation levels at similar companies, (d) historical
compensation levels at the Corporation, and (e) the overall competitive
environment for executives and the level of compensation necessary to attract
and retain executive talent. The Joint Committee believes that the
Corporation's most direct competitors for executive talent are not necessarily
all of those whose stock performance is included in the Middle Atlantic Banks
Index set forth in the Stock Performance Chart of this Proxy Statement.
Companies selected by the Joint Committee for executive compensation
comparison purposes include those with similar geographical scope, size and
market capitalization for which survey data on pay practices are available.

For the past several years, compensation of the Corporation's executives has
focused primarily on salary. Recent enhancements to the compensation program,
including the Corporation's 1993 Stock Option Plan, which was approved by
shareholders last year, have assisted the Corporation in attracting and
retaining key employees on a long-term basis. During 1993, the Joint Committee
recommended and the Board approved: (1) a performance appraisal system for all
officers; (2) the appointment or reassignment of eleven executives at the
senior level, including the Chief Executive Officer of Riggs Bank, Mr. Paul
Homan; (3) implementation of the Corporation's 1993 Stock Option Plan with
stock option grants to Mr. Homan and other executive officers tied, in part,
to stock performance; and (4) the adoption of the 1994 Bonus Plan for senior
officers tied to the Corporation's return on assets. In 1994, the Joint
Committee recommended and the Board approved the adoption of the 1994 Stock
Option Plan described on page 17 herein. The use of performance-based
incentive compensation should enable the Corporation to retain, attract and
reward executives who contribute to stock performance and the achievement of
earnings and other long-term strategic objectives.

12
<PAGE>

The Joint Committee has reviewed the potential impact of Section 162(m) of
the Internal Revenue Code. Section 162(m) generally limits a company's ability
to deduct more than $1 million of compensation to any executive officer. Given
the levels of compensation currently contemplated by the Corporation,
including payments that may be made in 1995 under the 1994 Bonus Plan for
senior officers, and the Corporation's anticipated use of loss carryforwards,
the Joint Committee is not recommending that any existing compensation plans
be revised in response to Section 162(m).

1993 COMPENSATION

A. THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION

Joe L. Allbritton served as Chairman of the Board and Chief Executive
Officer of the Corporation throughout 1993, during which the Corporation
installed a new management team at Riggs Bank including the appointment of a
President and Chief Executive Officer of Riggs Bank, restructured the
Corporation's finances to facilitate its return to profitability, attracted
new capital, restructured its London operations, consolidated the majority of
its nonperforming and other problem assets in a special assets group, and
implemented BankStart '93, a comprehensive, corporate-wide project designed to
make the Corporation more cost efficient and operationally effective. As a
result of the foregoing measures, the Corporation improved its financial
condition and achieved a modest profit in the third and fourth quarters of
1993.

Mr. Allbritton voluntarily maintained his salary in 1993 at the same reduced
level as 1992, and the Joint Committee accepted Mr. Allbritton's voluntary
salary freeze.

B. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF RIGGS BANK

In June 1993, the Corporation entered into a three-year contract with Paul
M. Homan to serve as President and Chief Executive Officer of Riggs Bank. Mr.
Homan has had several years of senior-level management experience at financial
institutions and the Office of the Comptroller of the Currency. Under his
contract, Mr. Homan will receive a base salary of $650,000 per year, with an
annual performance bonus of $300,000 payable in 1995 and 1996 if certain
performance goals for the prior year are met and the Corporation and Riggs
Bank achieve substantial compliance with their respective regulatory
understandings and agreements. Mr. Homan shall be deemed to have satisfied the
performance goal for 1994 and for 1995 if the Corporation achieves a return on
average assets of 50 basis points and 75 basis points, respectively, for the
years ended December 31, 1994 and 1995. Mr. Homan also received options to
purchase 400,000 shares of Common Stock at $8.125 per share. The options
vested upon grant but are not exercisable until the earlier of: (1) June 8,
1998, (2) a "change of control" of the Corporation as defined in the
Corporation's 1993 Stock Option Plan and (3) the date on which the reported
closing price of the Common Stock has been at least $12 per share on 90% of
the trading days during any rolling six-month period.

In determining Mr. Homan's base salary, the Joint Committee took into
account his reputation in the industry and the competitive marketplace factors
involved in his recruitment to Riggs Bank. As part of the overall compensation
package, the Joint Committee focused on incentive compensation based on Mr.
Homan's ability to enhance the Corporation's performance, including stock
price and return on assets, and established an appropriate incentive
opportunity which the Joint Committee deemed necessary. Mr. Homan has played a
key role in the financial restructuring initiated in the second quarter of
1993 and the Corporation's success in its capital raising efforts.

13
<PAGE>

C. THE EXECUTIVE OFFICERS

In 1993, the Joint Committee adopted a "Goal Setting and Performance
Appraisal" system to provide for a systematized approach to appraise officer
performance, including executive officers. Evaluations of officer positions by
level of responsibility and subjective evaluations of individual officer
performance made by Messrs. Allbritton and Homan were reviewed by the Joint
Committee in making recommendations to the Outside Directors Committee for
stock option grants to executive officers. Under the terms of the stock option
grants, the Corporation's most senior executives, including the Corporation's
newly hired executive management team, will be able to exercise a portion of
their stock options based on the performance of the Corporation's Common Stock
in the market. See "Stock Option Grants in 1993" on page 9 herein for a
description of the terms of the stock option grants to executive officers.

The Joint Committee also recommended and the Board of Directors approved the
1994 Bonus Plan. The 1994 Bonus Plan, which covers all senior officers other
than Messrs. Allbritton and Homan, provides a bonus payment of up to 15% of
base salary for senior officers if the Corporation achieves a return on
average assets of 50 basis points for the year ending December 31, 1994.
Assuming such performance levels are met, senior officers with an internal
performance appraisal score of 4 or better (out of a possible highest score of
5) will receive a bonus of 15% of base salary; senior officers with a score of
3 will receive a bonus of 7.5% of base salary. As an incentive for all senior
officers of the Corporation, the Joint Committee determined to extend the 1994
Bonus Plan to all members of the senior officer group, rather than to selected
executive officers. In determining the maximum bonus payments to senior
officers under the plan, the Joint Committee took into account the absence of
bonus plans for senior officers over the past several years; the
implementation of a performance appraisal system; the size of the senior
officer group and the potential expense of the 1994 Bonus Plan. If targeted
profitability levels are met, bonus payments under the 1994 Bonus Plan would
be made in 1995; eligible officers must be employed by the Corporation or the
Bank on the date the bonus payments are made in 1995 to receive the 1994
bonus.

Respectfully Submitted,

John A. Sargent, Chairman, Norman R. Augustine, Michael J. Jackson, James W.
Symington, Jack Valenti and Eddie N. Williams.

14
<PAGE>

STOCK PERFORMANCE CHART

The following graph shows the performance of the Corporation's Common Stock
over the past five fiscal years (assuming reinvestment of dividends) as
compared to the NASDAQ Market Value Index and the Middle Atlantic Banks Index.

[GRAPH APPEARS HERE]

<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG RIGGS NATIONAL CORPORATION, MIDDLE ATLANTIC BANKS AND NASDAQ MARKET INDEX

Riggs Middle NASDAQ
Measurement period National Atlantic Market
(Fiscal year Covered) Corporation Banks Index
- --------------------- -------- -------- --------
<S> <C> <C> <C>
Measurement PT -
12/31/88 $100.00 $100.00 $100.00

FYE 12/31/89 $ 97.29 $115.76 $112.89
FYE 12/31/90 $ 42.56 $ 90.08 $ 91.57
FYE 12/31/91 $ 21.18 $119.88 $117.56
FYE 12/31/92 $ 50.46 $150.12 $118.71
FYE 12/31/93 $ 42.98 $186.49 $142.40

</TABLE>

TRANSACTIONS WITH MANAGEMENT

Indebtedness of Directors, Nominees for Directors, Executive Officers and
Related Persons. The Corporation's banking subsidiaries have had, and are
expected to have in the future, banking transactions in the ordinary course of
their business with directors of Riggs Bank and Riggs AP Bank, Ltd. and their
associates (primarily the businesses with which they are associated), and
directors and executive officers of the Corporation and their associates, on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons.
In the opinion of management, these transactions did not, at the time they
were entered into, involve more than the normal risk of collectibility or
present other unfavorable features. As of December 31, 1993, the aggregate
principal amount of indebtedness (including letters of credit) to banking
subsidiaries of the Corporation owed by directors and executive officers of
the Corporation and their associates, directors of Riggs Bank and Riggs AP
Bank, Ltd. and their associates, was $65,699,115, which represented
approximately 22.4% of total shareholders' equity and 2.6% of total loans. The
highest aggregate amount owed by such persons during 1993 and through March
31, 1994 was $75,232,192. The directors who, with their associates, had the
largest amounts outstanding as of December 31, 1993 were: Director Cafritz--
$16,711,039; Director Augustine--$15,000,000; Director Sloan--$13,200,000;
Director O'Donovan--$9,023,942 and Director Davis--$8,698,603.

15
<PAGE>

Other. During 1993, Allbritton Communications Company ("ACC") and Perpetual
Corporation ("Perpetual"), companies indirectly wholly owned by Joe L.
Allbritton, paid Riggs Bank $259,000 to lease space in two office buildings
owned by Riggs Bank. In early 1992, ACC exercised its option to extend its
lease through 1996. Perpetual's lease expired in December 1993 and is being
renewed pursuant to a 3 year renewal option. The Boards of Directors of the
Corporation and Riggs Bank (with Joe L. Allbritton and his business
associates, Mr. Wren (former director) and Mr. Hebert, not participating)
approved and ratified the ACC lease arrangement, finding it to contain the
same terms and conditions as would have prevailed had it been negotiated with
a nonaffiliated company. The Board of Directors of Riggs Bank (with Joe L.
Allbritton and his business associate, Mr. Hebert, not participating) approved
and ratified the Perpetual lease arrangement, finding it to contain the same
terms and conditions as would have prevailed had it been negotiated with a
nonaffiliated company.

During 1993, ACC also reimbursed Riggs Bank $1,000 for use of Riggs Bank's
corporate dining room and Perpetual reimbursed Riggs Bank $2,000 for use of
Riggs Bank's corporate fitness center. The Board of Directors of Riggs Bank
(with Joe L. and Barbara B. Allbritton and Joe L. Allbritton's business
associate, Mr. Hebert, not participating) approved and ratified these
transactions, finding the fees for the use of the facilities comparable to
those which Riggs Bank would expect to charge nonaffiliated companies.

Riggs Bank, through advertising agencies, purchases advertising time from
various Washington metropolitan area television stations, including WJLA-TV,
an affiliate of a major network, and NewsChannel 8, a cable television program
service. WJLA-TV is a division of ACC and NewsChannel 8 is a division of
ALLNEWSCO, Inc., which are indirectly wholly owned by Joe L. Allbritton.
During 1993, Riggs Bank, through advertising agencies, purchased $266,000 in
advertising time from WJLA-TV and $19,000 in advertising time from NewsChannel
8. The amounts that Riggs Bank, through advertising agencies, paid to WJLA-TV
and NewsChannel 8 represent an immaterial portion of their gross revenues for
1993. The Board of Directors of Riggs Bank (with Joe L. and Barbara B.
Allbritton and Joe L. Allbritton's business associate, Mr. Hebert, not
participating) approved and ratified the transactions with WJLA-TV and
NewsChannel 8, finding them to be on terms and under circumstances that are
substantially the same, or at least as favorable to Riggs Bank, as those
prevailing for comparable transactions with or involving nonaffiliated
companies. While it is expected that Riggs Bank will continue to purchase
advertising time from WJLA-TV and NewsChannel 8 during 1994, it is difficult
at this time to estimate the amount of those purchases.

Riggs Bank has in the past sold participations in commercial real estate
loans to University State Bank ("University"), a Texas bank that is indirectly
wholly owned by Joe L. Allbritton. The participations sold to University were
in loans bearing floating rates of interest. The purchase price of each of the
participations was equal to the outstanding principal amount of the portion of
the loan purchased. Riggs Bank receives a servicing fee of 0.25% on each of
the loans in which participations were sold to University and, in some
transactions, shared a portion of the loan fees with University. The Board of
Directors of Riggs Bank (with Joe L. Allbritton and his business associate,
Mr. Hebert, not participating) approved and ratified the sales, finding them
to be on terms that were substantially the same, or at least as favorable to
Riggs Bank, as those prevailing for comparable transactions with or involving
nonaffiliated companies. No loan participations were sold to University during
1993. On December 31, 1993, there were $17,000,000 in loan participations
outstanding to University. As of that date, University's total assets were
$217,100,000 and its total loans outstanding were $96,500,000.

16
<PAGE>

RIGGS NATIONAL CORPORATION 1994 STOCK OPTION PLAN

SUMMARY

The Board of Directors has approved and recommends that shareholders approve
the adoption of the Riggs National Corporation 1994 Stock Option Plan (the
"Plan") by voting FOR the Plan.

The Board believes that the Corporation's future success and profitability
will depend in large measure on its ability to continue to attract, retain and
motivate highly qualified individuals and that an effective compensation
policy for these individuals includes not only a competitive annual salary,
but also long-term incentives linked to shareholder return and company
performance. The purpose of the Plan is to advance the best interest of the
Corporation by providing personnel who have a substantial responsibility for
the Corporation's management and growth with an additional incentive to
continue to contribute to the growth and success of the Corporation by
increasing their proprietary interest.

In order to provide compensation based on the market performance of the
Corporation's Common Stock, on February 9, 1994, the Board of Directors
adopted, subject to shareholder approval, the Plan. The Plan is attached as
Appendix A to this Proxy Statement and is incorporated herein by reference.
The following summary is subject to, and is qualified in its entirety by,
reference to the full text of the Plan, and defined terms not otherwise
defined herein are as defined in the Plan.

Stock Available For Option Grants. The Plan provides for the issuance of
Options to purchase shares of Common Stock of the Corporation. The aggregate
number of shares of Common Stock reserved for issuance upon exercise of
Options granted under the Plan shall not exceed 1,250,000 shares. No
Participant under the Plan shall be eligible to be granted Options under the
Plan representing more than 100,000 shares of Common Stock per calendar year.
Pursuant to actions of the Board of Directors, shareholders have no
preferential or preemptive rights with respect to shares issued under the
Plan. Shares that by reason of expiration of an Option or otherwise are no
longer subject to purchase pursuant to an Option may be again available for
issuance pursuant to Options under the Plan. No Options have been granted or
authorized under the Plan as of the date of this Proxy Statement, and the
Corporation does not intend to grant or authorize any such Options unless and
until the Plan is approved by the Corporation's shareholders.

Effective Date and Termination. Upon approval of the Plan by a majority of the
votes cast at the 1994 Annual Meeting, the Plan will become effective as of
February 9, 1994, the date the Plan was approved by the Board of Directors of
the Corporation.

Unless previously terminated by the Board, the Plan will terminate on
February 9, 2004, 10 years after the date the Plan was adopted by the Board,
except that Options that were granted under the Plan before its termination
will continue to be administered under the terms of the Plan until the Options
terminate or are exercised.

Eligibility. Key Employees of the Corporation and subsidiaries which are at
least 50 percent owned by the Corporation (including directors who are
officers) may be granted either Incentive Stock Options (i.e., Options
qualifying for special tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code")) or Nonqualified Stock Options (i.e.,
Options that

17
<PAGE>

do not qualify as Incentive Stock Options under Section 422 of the Code). The
Corporation estimates that the number of Key Employees eligible for
participation in the Plan is approximately 55 persons.

Administration and Operation. The Plan is administered by the Joint
Compensation Committee of the Board of Directors of the Corporation and Riggs
Bank. The Joint Compensation Committee has authority to recommend to the
Outside Directors Committee the Key Employees to be granted Options and the
terms of the Options granted. The Outside Directors Committee has the
authority to approve, reject, or modify grants of options recommended by the
Joint Compensation Committee, and no Option may be granted unless and until
the grant is approved by the Outside Directors Committee. The Joint
Compensation Committee also has authority to approve an election to pay the
exercise price of an Option, or withholding tax in connection with the
exercise of an Option, with Common Stock owned prior to exercise of an Option
or with Common Stock acquired upon exercise of the Option (the "Option
Stock"). The Joint Compensation Committee is composed of two or more Outside
Directors, each of whom is "disinterested" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934 (the "Act"). The Outside
Directors Committee is composed of all the Outside Directors who are
"disinterested." A "disinterested" director for this purpose is a director who
was not granted during the one year immediately preceding the director's
appointment to the Committee, and is not granted while a member of the
Committee, equity securities under any plan of the Corporation (or any
affiliate of the Corporation), except as may be otherwise permitted under Rule
16b-3 promulgated under the Act. An "Outside Director" for this purpose is a
Director who is neither an officer nor an employee of the Corporation (or any
affiliate or subsidiary of the Corporation) and who qualifies as an outside
director within the meaning of Section 162(m)(4) of the Code, and the
applicable Treasury regulations or who is deemed to be an outside director
under the applicable Treasury regulations and authority.

TERMS AND CONDITIONS OF STOCK OPTIONS

General. An Option is exercisable only to the extent that it is vested on the
date of exercise, and no Option will be exercisable after the expiration of 10
years from the date the Option was granted. Incentive Stock Options granted to
an Option holder who owns on the date of grant more than 10% of the total
combined voting power of all classes of stock of the Corporation (or a parent
or subsidiary) will expire 5 years from the date of grant.

The exercise price of Options may not be less than 100% of the fair market
value of the Common Stock on the date of grant, as determined in good faith by
the Joint Compensation Committee. However, the exercise price of an Incentive
Stock Option may not be less than 110% of the fair market value of the Common
Stock on the date of grant if the Option holder owns more than 10% of the
total combined voting power of all classes of stock of the Corporation (or its
parent or subsidiary). Fair market value of Common Stock is determined by
reference to the closing price for the day, unless the Joint Compensation
Committee determines that an alternative method more properly reflects fair
market value. On March 31, 1994, the closing price for shares of the
Corporation's Common Stock was $9.75.

An Option may be exercised as to all or any number of whole shares of the
Common Stock with respect to which the Option is vested. Options may be
exercised only by written notice to the Secretary of the Corporation and only
if the exercise notice is accompanied by payment in cash of the full exercise
price for the shares with respect to which the Option is exercised, unless the
Joint Compensation Committee approves, in its sole discretion, payment other
than in cash. The

18
<PAGE>

Joint Compensation Committee may approve payment of the exercise price in the
form of (i) Common Stock of the Corporation other than Option Stock, (ii) a
combination of cash and Common Stock other than Option Stock, or (iii) Option
Stock provided that, in the case of an Option holder who is subject to Section
16 of the Act (an "Insider"), the requirements of Rule 16b-3 promulgated under
the Act are met. The value of any Common Stock used to pay the exercise price
or any portion thereof will be the fair market value of Common Stock on the
date of exercise.

Options remain qualified as Incentive Stock Options only to the extent that
the aggregate Fair Market Value of Common Stock with respect to which the
Incentive Stock Options granted to any person are exercisable for the first
time during any calendar year (under all plans of the Corporation and its
parent or subsidiary) does not exceed $100,000.

Termination of Employment. Vesting of an Option will cease on the date that an
Option holder is no longer an employee of the Corporation or a subsidiary (the
"date of termination"), and the Option will be exercisable only to the extent
the Option is vested on the date of termination. However, if the Option holder
is no longer an employee because of death or Disability, any Option that is
not 100% vested will automatically become 100% vested on the date of
termination. If the Option holder's termination is for reason of death, the
right to exercise the Option will expire one year after the date of the
holder's death, and until expiration, the holder's heirs, legatees or legal
representative may exercise the Option. If the Option holder's termination is
for any reason other than death, the right to exercise the Option (to the
extent that it is vested) will expire 90 days after the date of termination,
unless the Option would expire during the period in which the Common Stock
received upon the exercise of the Option would be subject to restrictions on
transfer in compliance with certain accounting rules set forth in the
Securities and Exchange Commission Accounting Series Releases 130 and 135, and
in that case the Option will expire ten calendar days after the expiration of
the SEC transfer restriction period. Furthermore, if the Option holder's
termination is for any other reason than death and the Option holder dies
during the period after his or her termination but before the right to
exercise the Option expires, the right to exercise the Option will expire one
year after the date of termination of employment, and until expiration, the
holder's heirs, legatees or legal representative may exercise the Option.

The Outside Directors Committee may also grant Options in substitution of
options held by individuals who become employees of the Corporation or a
subsidiary Corporation as a result of an acquisition of such individuals'
employer by the Corporation or a subsidiary Corporation. If necessary to
conform the Options to the options for which they are granted in substitution,
the Outside Directors Committee may grant substitution Options under terms and
conditions that vary from those otherwise required by the Plan.

AMENDMENT OF THE PLAN AND OPTIONS

The Board of Directors generally may amend the Plan in any manner with
respect to future grants of Options and the Outside Directors Committee may
amend outstanding Options in any manner consistent with the Plan. However, no
Plan or Option amendment will be effective without the approval of the
shareholders of the Corporation if the amendment (i) materially increases the
benefits accruing to Insiders; (ii) materially increases the number of
securities that may be issued under the Plan (other than by reason of an
adjustment of shares); (iii) materially modifies the requirements as to
eligibility of Insiders for participation in the Plan; (iv) changes the class
of eligible employees, officers or directors; (v) withdraws administration of
the Plan from a committee of disinterested persons; or (vi) extends the term
of the Plan or the period during which an outstanding Incentive Stock Option
may be exercised. Further, no amendment will be effective if the amendment (i)
changes the manner of determining the exercise price of Incentive Stock
Options;

19
<PAGE>

(ii) makes individuals who are not employees of the Corporation (or its parent
or a subsidiary of the Corporation) eligible to be granted Incentive Stock
Options; (iii) changes the nontransferability of the Options; or (iv) alters
or impairs any rights or obligations of any outstanding Option without the
written consent of the Option holder.

CORPORATE CHANGES; CHANGE OF CONTROL

In the event of a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend, or other increase or reduction
of the number of outstanding shares of Common Stock, the Plan provides for
appropriate adjustments to (i) the number and class of shares subject to the
Plan and (ii) the number, class, and per-share price of shares subject to
outstanding Options. In the event of liquidation or dissolution of the
Corporation, a corporate reorganization in which the Corporation is not the
survivor, or a sale of all or substantially all of the assets of the
Corporation, all outstanding Options will be fully vested and exercisable
during the 30-day period preceding the event unless the Plan is continued and
the Options are assumed or substituted with new Options for stock of a
successor corporation (or a parent or subsidiary) with appropriate adjustments
to the number and kind of shares subject to, and exercise prices of, the
substitute Options. However, if exercise of any of the Options that otherwise
would be exercisable during the 30-day period preceding the event would not be
in conformity with all applicable Federal securities laws or if the immediate
exercisability of the Options would result in an "excess parachute payment" as
defined in Section 280G of the Code, the Options will not become immediately
exercisable and will be cancelled as of the event, unless the Joint
Compensation Committee determines otherwise.

In the event of a Change of Control of the Corporation, all then-outstanding
Options will automatically become 100 percent vested and exercisable. However,
if the immediate exercisability of the Options would result in an "excess
parachute payment" as defined in Section 280G of the Code, the Options will
not become immediately exercisable, unless the Joint Compensation Committee
determines otherwise. "Change of Control" means a sale of substantially all of
the Corporation's assets or a change in the ownership of securities of the
Corporation representing 25 percent or more in the aggregate voting power of
the Corporation's then-outstanding voting securities, provided that no Change
of Control will result from transfers of voting securities by a more than 25
percent shareholder to an immediate family member, a trust for the benefit of
the 25 percent shareholder or such shareholder's immediate family member, a
trust revocable by the 25 percent shareholder, entities over which the 25
percent shareholder has the direct or indirect power to direct the management
or policies or charitable organizations funded by the 25 percent shareholder.
Furthermore, no Change of Control will result from the acquisition of voting
securities by an individual who is not a 25 percent shareholder but who was a
25 percent shareholder on the effective date of the Plan or any acquisition of
voting securities by any person, trust or other entity (described in the
preceding sentence) to which a 25 percent shareholder may transfer securities
without causing a Change of Control. Currently, the only 25 percent
shareholder of the Corporation is Joe L. Allbritton, its Chairman and Chief
Executive Officer.

FEDERAL INCOME TAX CONSEQUENCES

Information regarding the federal income tax consequences to the Corporation
of Options granted under the Plan follows. This information is not intended to
be exhaustive and is intended only to briefly summarize the federal income tax
statutes, regulations and currently available agency interpretations thereof,
and is intended to apply to the Plan as normally operated.

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Incentive Stock Options. An Option holder will not realize taxable income upon
the grant of an Incentive Stock Option. In addition, an Option holder
generally will not realize taxable income upon the exercise of an Incentive
Stock Option. However, an Option holder's alternative minimum taxable income
will be increased by the amount that the fair market value of the Option
Stock, generally determined as of the date of exercise, exceeds the exercise
price of the Option. Furthermore, except in the case of the Option holder's
death, if an Option is exercised more than 3 months after the Option holder's
termination, the Option ceases to be treated as an Incentive Stock Option and
is subject to taxation under the rules applicable to Nonqualified Stock
Options.

If the Option holder sells the Common Stock acquired upon exercise of an
Incentive Stock Option, the tax consequences of the sale (a "disposition")
depend upon whether the disposition is qualifying or disqualifying. The
disposition of the Option Stock is qualifying if made at least two years after
the date the Incentive Stock Option was granted and at least one year after
the date the Incentive Stock Option was exercised. If the disposition of the
Option Stock is qualifying, any excess of the sale price of the Option Stock
over the exercise price of the Option would be treated as long-term capital
gain taxable to the Option holder at the time of the sale. If the disposition
is not qualifying, i.e., a disqualifying disposition, the excess of the fair
market value of the Option Stock on the date the Option was exercised over the
exercise price would be compensation income taxable to the Option holder at
the time of the disposition, and any excess of the sale price of the Option
Stock over the fair market value of the Option Stock on the date the Option
was exercised would be capital gain.

Unless an Option holder engages in a disqualifying disposition, the
Corporation will not be entitled to a deduction with respect to an Incentive
Stock Option. However, if an Option holder engages in a disqualifying
disposition, the Corporation will be entitled to a deduction equal to the
amount of compensation income taxable to the Option holder.

Nonqualified Stock Options. An Option holder will not realize taxable income
upon the grant of a Nonqualified Stock Option. However, when the Option holder
exercises the Option, the difference between the exercise price of the Option
and the fair market value of the Option Stock on the date of exercise is
compensation income taxable to the Option holder. The Corporation will be
entitled to a deduction equal to the amount of compensation income taxable to
the Option holder, as long as income taxes are withheld on the Option holder's
compensation income.

To be adopted, the Plan must be approved by the affirmative vote of the
holders of at least a majority of the shares of Common Stock present, or
represented and entitled to vote, at the Meeting. Unless otherwise directed,
proxies will be voted FOR adoption of the Plan.

SHAREHOLDER PROPOSALS

PROPOSAL ONE

Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, who is the owner of 500 shares of Common
Stock, has advised the Corporation that she intends to present the following
proposal for shareholder action at the Meeting:

Resolved: "That the shareholders of Riggs National assembled in annual
meeting in person and by proxy, hereby recommend that the Board of
Directors take the necessary steps to require all members of the Board
of Directors to own a minimum of 1000 shares of voting stock in Riggs
National."

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Reasons: "Stock ownership by Directors makes them partners with other
shareholders."

"Certainly 1000 shares is a reasonable minimum amount for ALL directors
to own in view of the director fees and perks they receive."

"Last year the owners of 2,073,184 shares, representing approximately
13.27% of shares voting, voted FOR this proposal."

"If you AGREE, please mark your proxy FOR this proposal."

The Board of Directors recommends a vote AGAINST this proposal. The
identical proposal was presented to the shareholders at the last four annual
meetings. The proposal has been rejected each year; last year by a vote of
13,416,767 AGAINST to 2,073,184 FOR, with 128,406 shares ABSTAINING.

The Corporation historically has had a requirement that directors own shares
having an aggregate par value of $1,000 (currently 400 shares). While the
Corporation believes that ownership of some amount of its shares by directors
is desirable, requiring a minimum of 1,000 shares could deter many qualified
candidates and, therefore, would not be in the Corporation's best interests.

In selecting a slate of nominees for election, the Board strives to attract
a diverse group of highly qualified individuals. A 1,000 share requirement
would make achievement of this goal more difficult by narrowing the field of
qualified candidates. In sum, the proposed requirement would unnecessarily
restrict the Corporation's ability to obtain the services of many qualified
directors without producing any benefit for the Corporation or its
shareholders. Accordingly, the Board of Directors recommends a vote AGAINST
the proposal.

To be adopted, the resolution must be approved by the affirmative vote of
the holders of at least a majority of the shares of the Common Stock present,
or represented and entitled to vote, at the Meeting. Unless otherwise
directed, proxies will be voted AGAINST the proposal.

PROPOSAL TWO

William J. Davis, 3002 Remington Blvd, St. Charles, Missouri 63303, who is
the owner of 500 shares of Common Stock, has advised the Corporation that he
intends to present the following proposal for shareholder action at the
Meeting:

RESOLVED: That the shareholders of Riggs National assembled in annual
meeting in person and by proxy, hereby recommend that the Board of
Directors take the necessary steps to combine the positions of Chairman of
the Board and Chief Executive Officer with the person presently holding the
position as Chief Executive Officer assuming both positions.

REASON: Respectfully submitted, if this not implemented it is my personal
opinion the poor performance of the Riggs Corporation over the past three
years could continue. This would enable the new Chief Executive Officer to
lead Riggs corporation at a faster pace and a savings of over $325,000.00
annually for the Chairman of the Board salary. This should allow new people
to implement fresh ideas for a faster progressive turn around.

The Board of Directors recommends a vote AGAINST this proposal. The Bylaws
of the Corporation already provide that the Chairman of the Board shall also
be the Chief Executive Officer. Moreover, the decision whether particular
individuals should hold particular offices is a decision traditionally made by
Boards of Directors rather than by shareholders. The Corporation

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is best served by allowing the Board of Directors, which constantly monitors
the needs of the Corporation, to have the widest possible discretion in the
selection of officers.

To be adopted, the resolution must be approved by the affirmative vote of
the holders of at least a majority of the shares of Common Stock of the
Corporation present, or represented and entitled to vote, at the Meeting.
Unless otherwise directed, proxies will be voted AGAINST the proposal.

SHAREHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING

The Board of Directors anticipates that the next annual meeting of
shareholders will be held on or about April 12, 1995. A shareholder who
intends to present a proposal at the 1995 Annual Meeting must submit the
written text of the proposal to the Corporation not later than December 31,
1994, in order for the proposal to be considered for inclusion in the
Corporation's proxy statement and form of proxy for that meeting.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen & Co. are the independent public accountants for the
Corporation and have served as the independent public accountants for Riggs
Bank since 1974. A representative of Arthur Andersen & Co. is expected to be
present at the Meeting and will have the opportunity to make a statement if he
desires to do so and to respond to appropriate questions.

OTHER MATTERS

This proxy is solicited on behalf of the Board of Directors of the
Corporation. The cost of solicitation of proxies will be borne by the
Corporation. The Corporation may solicit proxies personally or by telephone,
in addition to solicitations by mail. All such further solicitations will be
made by directors, officers or regular employees of the Corporation or of
Riggs Bank, who will not be additionally compensated therefor, or by the
Corporation's transfer agent (Bank of New York), whose costs will be borne by
the Corporation. Arrangements will be made by the Corporation for the
forwarding, at the Corporation's expense, of soliciting materials by brokers,
nominees, fiduciaries and other custodians to their principals.

The Board of Directors is not aware of any other matters that may come
before the Meeting. If any other business properly comes before the Meeting,
the persons designated as Proxies will vote upon such matters according to
their discretion.

By Order of the Board of Directors

/s/ Alexander C. Baker

ALEXANDER C. BAKER
Secretary

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APPENDIX A

RIGGS NATIONAL CORPORATION
1994 STOCK OPTION PLAN

1. PURPOSE OF THE PLAN.

This 1994 Stock Option Plan (the "Plan") of Riggs National Corporation (the
"Corporation") for key employees of the Corporation and its subsidiaries is
designed to advance the best interest of the Corporation by providing such
employees who have a substantial responsibility for its management and growth
with an additional incentive to continue to contribute to the growth and
success of the Corporation by increasing their proprietary interest in the
success of the Corporation.

2. DEFINITIONS.

(a) "Board" means the Board of Directors of the Corporation.

(b) "Common Stock" means the common shares, $2.50 par value per share, of
the Corporation.

(c) "Joint Compensation Committee" means the compensation committees of
the Board and the Board of Directors of The Riggs National Bank of
Washington, D.C. meeting in joint session, but excluding any member of
either committee who is not both a Disinterested Director and an Outside
Director.

(d) "Corporation" means the Riggs National Corporation.

(e) "Date of Grant" means the date on which an Option is approved by the
Outside Directors Committee.

(f) "Director" means a member of the Corporation's Board of Directors.

(g) "Disability" as to an Option holder has the same meaning as the term
is used in the long-term disability insurance plan contributed to by the
Corporation or its Subsidiary Corporation on behalf of the Option holder,
or if the Option holder is not covered by any such plan, disability shall
have the meaning provided for in Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, or any successor statute thereto (the "Code").

(h) "Disinterested Person" means a Director who was not granted during
the one (1) year immediately preceding the Director's appointment to the
committee, and is not granted while a member of the committee, equity
securities under the Plan or any other plan of the Corporation or an
affiliate of the Corporation, except as may be otherwise permitted by Rule
16b-3(c)(2) promulgated under the Securities Exchange Act of 1934.

(i) "Fair Market Value" shall mean, with respect to a share of Common
Stock, (i) if the Common Stock is traded on the National Market System or a
national securities exchange, the closing price of the Common Stock on the
determination date, or, if there are no sales on such date, then on the
next preceding date on which there were sales of Common Stock, all as
published in the NASDAQ National Market Issues report in the Eastern
Edition of The Wall Street Journal, (ii) if the Common Stock is not traded
on the National Market System or listed on a national securities exchange,
the closing price last reported by the National Association of Securities
Dealers, Inc. for the over-the-counter market on the determination date,
or, if no sales are reported on such date, then on the next preceding date
on which there were such quotations, or (iii) if the Common Stock, is not
traded on the National Market System or listed on a national securities
exchange and quotations for the Common Stock are not reported by the
National Association of Securities Dealers, Inc., the Fair Market Value
determined by the Joint Compensation Committee on the basis of available
prices for the Common Stock or in

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such manner as the Joint Compensation Committee shall agree.
Notwithstanding the preceding, the Fair Market Value on a given
determination date of Common Stock subject to Incentive Stock Options or
Common Stock valued in connection with the exercise of Incentive Stock
Options shall be an amount that is equal to the Joint Compensation
Committee's good-faith determination of the Common Stock's value on the
given determination date, and the Joint Compensation Committee shall for
all purposes of this Plan have the authority to determine Fair Market Value
using methods other than those described in this Section if the Joint
Compensation Committee determines that such alternative methods more
properly reflect the Fair Market Value of the Common Stock.

(j) "Incentive Stock Option" means an Option qualifying for special tax
treatment under Section 422 of the Code.

(k) "Insider" means any person subject to the provisions of Section 16 of
the Act, including an "officer" of the Corporation within the meaning of
Section 16 of the Act, a "director" within the meaning of section 3(a)(7)
of the Act, and a "beneficial owner" of more than ten percent (10%) of any
class of the equity securities of the Corporation within the meaning of
Section 16 of the Act.

(l) "Key Employee" means any employee (including employees who are also
officers or directors, but not including directors who are not also
employees) of the Corporation or any Subsidiary Corporation who has
substantial responsibility in the direction and management of the
Corporation or a Subsidiary Corporation, as determined by the Joint
Compensation Committee.

(m) "Nonqualified Stock Option" means an Option that is not an Incentive
Stock Option.

(n) "Option" means an Incentive Stock Option or a Nonqualified Stock
Option granted under this Plan.

(o) "Outside Director" means a Director who is neither an employee nor an
officer of the Corporation or its subsidiaries and qualifies as an outside
director within the meaning of Section 162(m)(4) of the Code, and
applicable regulations thereunder or who is deemed to be an outside
director under the applicable regulations and authority.

(p) "Outside Directors Committee" means a committee composed of all
Outside Directors who are Disinterested Persons.

(q) "Parent Corporation" has the same meaning used in Section 424(e) of
the Code.

(r) "Plan" means the Riggs National Corporation 1994 Stock Option Plan as
set forth herein, which may be amended from time to time.

(s) "Subsidiary Corporation" has the same meaning used in Section 424(f)
of the Code.

3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

Subject to the provisions of Section 8 of the Plan, the aggregate number of
authorized but unissued shares of Common Stock that may be issued pursuant to
Options granted under the Plan will not exceed one million two hundred fifty
thousand (1,250,000) shares. Shares that by reason of expiration of an Option
or otherwise are no longer subject to purchase pursuant to an Option granted
under the Plan may again be available for issuance pursuant to Options under
the Plan.

4. ADMINISTRATION OF THE PLAN.

The Plan shall be administered by the Joint Compensation Committee. The
Joint Compensation Committee has the authority to recommend to the Outside
Directors Committee the

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Key Employees to be granted Options, the times when Options will be granted,
the number of shares subject to each Option, the exercise price of each
Option, the vesting schedule (if any) of each Option, the conditions precedent
(if any) to acceleration of the vesting schedule of each Option, the method of
payment for shares acquired upon the exercise of Options, the expiration date
of each Option, the Fair Market Value of Common Stock subject to Options, and
any other terms and conditions of the Options it deems appropriate. The
Outside Directors Committee shall have the authority to approve, reject or
modify recommended grants of Options by the Joint Compensation Committee. A
majority of the Outside Directors Committee shall constitute a quorum. All
actions by the Outside Directors Committee shall require a majority of the
members of such committee present at such meeting. Any action by the Outside
Directors Committee may be taken by a unanimous written consent of all members
of the committee, and action so taken shall be fully effective as if it had
been taken by a vote of the members at a meeting duly called and held. No
Option shall be granted unless and until such grant is approved by the Outside
Directors Committee.

All questions of interpretation of the Plan or of any Options will be
determined solely by the Joint Compensation Committee, and any such
determination will be final and binding upon all persons having an interest in
the Plan.

5. ELIGIBILITY.

Key Employees of the Corporation and any Subsidiary Corporation will be
eligible to participate in the Plan, as approved by the Joint Compensation
Committee.

No Key Employee shall be eligible to be granted Stock Options under the Plan
representing more than 100,000 shares of Common Stock per calendar year,
regardless of whether the Stock Options are Incentive Stock Options,
Nonqualified Stock Options or a combination thereof.

6. TERMS AND CONDITIONS OF STOCK OPTIONS.

Each Option granted under this Plan will be evidenced by an Option agreement
between the Corporation and the recipient that sets forth the exercise price
of the Option, the vesting schedule (if any) of the Option, the expiration
date of the Option, and any other terms or conditions approved by the Outside
Directors Committee subject to the following terms and conditions:

(a) OPTION PRICE.

(i) NONQUALIFIED OPTIONS. The exercise price per share for the shares
subject to a Nonqualified Stock Option will be no less than one hundred
percent (100%) of the Fair Market Value of the Common Stock on the Date
of Grant.

(ii) INCENTIVE OPTIONS. The exercise price per share for the shares
subject to an Incentive Stock Option will be no less than one hundred
percent (100%) of the Fair Market Value of the Common Stock on the Date
of Grant. However, the exercise price per share for shares subject to
an Incentive Stock Option granted to an individual who on the Date of
Grant owns more than ten percent (10%) of the total combined voting
power of all classes of stock of the Corporation (or of a Parent
Corporation or a Subsidiary Corporation) will not be less than one
hundred and ten percent (110%) of the Fair Market Value of the Common
Stock on the Date of Grant.

(b) TERM OF OPTIONS. Notwithstanding any other provisions of the Plan or
any Option agreement, no Option will be exercisable after the expiration of
ten (10) years from the Date

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<PAGE>

of Grant. Furthermore, no Incentive Stock Option granted to an individual
who on the Date of Grant owns more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or of a
Parent Corporation or a Subsidiary Corporation) will be exercisable after
the expiration of five (5) years from the Date of Grant.

(c) MAXIMUM VALUE OF OPTIONS WHICH ARE INCENTIVE OPTIONS. To the extent
that the aggregate Fair Market Value of the Common Stock with respect to
which Incentive Stock Options granted to any person are exercisable for the
first time during any calendar year (under all stock option plans of the
Corporation, a Parent Corporation and any Subsidiary Corporation) exceeds
$100,000, the options are not Incentive Stock Options. For purposes of this
paragraph, the Fair Market Value of the Common Stock will be determined as
of the time the Incentive Stock Option with respect to the Common Stock is
granted. This paragraph will be applied by taking Incentive Stock Options
into account in the order in which they are granted.

(d) VESTING OF OPTIONS AND TERMINATION OF EMPLOYMENT. An Option will be
exercisable only to the extent that it is vested on the date of exercise.
Vesting of an Option will cease on the date that an Option holder is no
longer an employee of the Corporation or a Parent Corporation or Subsidiary
Corporation (the "date of termination"), and the Option will be exercisable
only to the extent the Option is vested on the date of termination.
However, if the Option holder is no longer an employee because of death or
Disability, any Option that is not one hundred percent (100%) vested will
automatically become one hundred percent (100%) vested on the date of
termination. If the Option holder's termination is for reason of death, the
right to exercise the Option will expire one (1) year after the date of the
holder's death, and until expiration, the holder's heirs, legatees or legal
representative may exercise the Option. If the Option holder's termination
is for any reason other than death, the right to exercise the Option (to
the extent that it is vested) will expire ninety (90) days after the date
of termination unless the Option would then expire during the Pooling
Period and the Common Stock received upon the exercise of the Option would
be subject to the Pooling Period transfer restrictions and, in that case,
the right to exercise the Option will expire ten (10) calendar days after
the end of the Pooling Period. "Pooling Period" means the period in which
property is subject to restrictions on transfer in compliance with the
"Pooling-of-Interests Accounting" rules set forth in the Securities and
Exchange Commission Accounting Series Releases 130 and 135. If termination
is for a reason other than the holder's death and the Option holder dies
after his or her termination but before the right to exercise the Option
has expired, the right to exercise the Option shall expire one (1) year
after the date of the holder's termination of employment, and until
expiration, the holder's heirs, legatees or legal representative may
exercise the Option.

(e) EXERCISE.

(i) CASH PAYMENT. An Option may be exercised as to all or any number
of whole shares of the Common Stock with respect to which the Option is
vested. Options may be exercised only by the Option holder's written
notice to the Secretary of the Corporation (the "exercise notice") and
only if the exercise notice is accompanied by payment in cash of the
full exercise price for the shares with respect to which the Option is
exercised, except as otherwise provided herein.

(ii) NONCASH PAYMENT. The Joint Compensation Committee may approve
payment of the exercise price in the form of (i) Common Stock of the
Corporation other than stock acquired upon exercise of the Option, (ii)
a combination of cash and such Common Stock,

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<PAGE>

or (ii) Common Stock acquired upon exercise of the Option, provided
that the requirements of Rule 16b-3 promulgated under the Act are met.
The value of any Common Stock used to pay the exercise price or any
portion thereof will be the Fair Market Value of Common Stock on the
date of exercise.

(iii) BROKER-DEALER PAYMENT. The Joint Compensation Committee may
approve payment of the unpaid exercise price by a broker-dealer or by
the Option holder with cash advanced by the broker-dealer, if the
exercise notice is accompanied by the Option holder's written
irrevocable instructions to deliver the Common Stock acquired upon
exercise of the Option to the broker-dealer.

(f) NONTRANSFERABILITY. No Option granted under the Plan, contingent or
otherwise, will be transferable, assignable or subject to any encumbrance,
pledge, or charge of any nature, except by will or the laws of descent and
distribution. During the lifetime of an Option holder, an Option will be
exercisable only by the Option holder or by the Option holder's legal
representative. The executor or administrator of the estate of the Option
holder may transfer any rights with respect to such Option to the person or
persons or entity (including a trust) entitled thereto under the will of
the holder of such Option or under the laws of intestacy.

(g) STOCK LEGEND. The Corporation may require that certificates
evidencing shares of Common Stock purchased upon the exercise of Incentive
Stock Options issued under the Plan be endorsed with a legend in
substantially the following form:

The shares evidenced by this certificate may not be sold or transferred
prior to , 19 , in the absence of a written statement from Riggs
National Corporation (the "Corporation") to the effect that the
Corporation is aware of the fact of such sale or transfer.

The blank contained in such legend shall be filled in with the date that
is the later of: (i) one year and one day after the date of exercise of
such Incentive Stock Option or (ii) two years and one day after the date of
grant of such Incentive Stock Option. Upon delivery to the Corporation, at
its principal executive office, of a written statement to the effect that
such shares have been sold or transferred prior to such date, the
Corporation does hereby agree to promptly deliver to the transfer agent for
such shares a written statement to the effect that the Corporation is aware
of the fact of such sale or transfer. The Corporation may also require the
inclusion of any additional legend that may be necessary or appropriate.

(h) CHANGE OF CONTROL. In the event of a Change of Control (as
hereinafter defined), all then-outstanding Options will become one hundred
percent (100%) vested and exercisable as of the Change of Control. However,
if in the opinion of counsel to the Corporation the immediate
exercisability of such Options, when taken into consideration with all
other "parachute payments" as defined in Section 280G of the Code, would
result in an "excess parachute payment" as defined in such section, such
Option shall not become immediately exercisable, except and to the extent
the Joint Compensation Committee in its discretion shall otherwise
determine. For purposes of the Plan, "Change of Control" means the sale of
substantially all of the Corporation's assets or the acquisition, whether
directly, indirectly, beneficially (within the meaning of Rule 13d-3 of the
Act), or of record, of securities of the Corporation representing twenty-
five percent (25%) or more in the aggregate voting power of the
Corporation's then-outstanding Common Stock by any "person" (within the
meaning of Sections 13(d) and 14(d) of the Act), including any corporation
or group of associated persons

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acting in concert, other than (i) the Corporation or its subsidiaries
and/or (ii) any employee pension benefit plan (within the meaning of
Section 3(2) of the Employee Retirement Income Security Act of 1974) of the
Corporation or of its subsidiaries, including a trust established pursuant
to any such plan; provided, that a Change of Control will not result from:
(A) a transfer of the Corporation's voting securities by a person who is
the beneficial owner, directly or indirectly, of twenty-five percent (25%)
or more of the voting securities of the Corporation (a "25 Percent Owner")
to (i) a member of such 25 Percent Owner's immediate family (within the
meaning of Rule 16a-1(e) of the Act) either during such 25 Percent Owner's
lifetime or by will or the laws of descent and distribution; (ii) any trust
as to which the 25 Percent Owner or a member (or members) of his immediate
family (within the meaning of Rule 16a-1(e) of the Act) is the beneficiary;
(iii) any trust as to which the 25 Percent Owner is the settlor with sole
power to revoke; (iv) any entity over which such 25 Percent Owner has the
power, directly or indirectly, to direct or cause the direction of the
management and policies of the entity, whether through the ownership of
voting securities, by contract or otherwise; or (v) any charitable trust,
foundation or corporation under Section 501(c)(3) of the Code that is
funded by the 25 Percent Owner; or (B) the acquisition of voting securities
of the Corporation by either (i) a person who was a 25 Percent Owner on the
effective date of the Plan or (ii) a person, trust or other entity
described in the foregoing clauses (A)(i)-(v) of this subsection.

7. TERMINATION AND AMENDMENT OF THE PLAN AND OPTIONS.

The Board may terminate the Plan at any time except with respect to any
outstanding Options. The Board may amend the Plan in any manner with respect
to future grants of Options and the Outside Directors Committee may amend
outstanding Options in any manner consistent with the Plan subject to the
following limitations:

(a) Except as provided in Section 8 of the Plan, no amendment will be
effective without the approval of the shareholders of the Corporation if
that amendment (i) materially increases the benefits accruing to Insiders
under the Plan, (ii) materially increases the number of securities that may
be issued under the Plan, (iii) materially modifies the requirements as to
eligibility of Insiders for participation in the Plan, within the meaning
of Rule 16b-3 promulgated under the Act, (iv) changes the class of eligible
employees, officers or directors, (v) withdraws administration of the Plan
from a committee of Disinterested Persons, or (vi) extends the term of the
Plan or the period during which any outstanding Incentive Stock Option may
be exercised.

(b) No amendment will be effective if the amendment changes the manner of
determining the exercise price of Incentive Stock Options, makes
individuals who are not employees of the Corporation or of any Parent or
Subsidiary Corporation eligible to be granted Incentive Stock Options,
changes the nontransferability of the Options, or alters or impairs any
rights or obligations of any outstanding Option without the written consent
of the Option holder.

8. CHANGE IN CAPITAL STRUCTURE.

(a) The existence of outstanding Options shall not affect in any way the
right or power of the Corporation or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other changes
in the Corporation's capital structure or its business, or any merger or
consolidation of the Corporation, or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Common Stock
or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

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<PAGE>

(b) If the Corporation shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend, or
other increase or reduction of the number of shares of the Common Stock
outstanding, without receiving compensation therefore in money, services or
property, then (i) the number, class, and per-share price of shares of
Common Stock subject to outstanding Options hereunder shall be
appropriately adjusted in such a manner as to entitle an optionee to
receive upon exercise of an Option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received had the optionee exercised his or her Option in full immediately
prior to the event requiring the adjustment; and (ii) the number and class
of shares then reserved for issuance under the Plan shall be adjusted by
substituting for the total number and class of shares of Common Stock then
reserved that number and class of shares of Common Stock that would have
been received by the owner of an equal number of outstanding shares of each
class of Common Stock as the result of the event requiring the adjustment.

(c) After a merger of one or more corporations into the Corporation or
after a consolidation of the Corporation and one or more corporations in
which the Corporation shall be the surviving corporation, each holder of an
outstanding Option shall, at no additional cost, be entitled upon exercise
of such Option to receive (subject to any required action by stockholders)
in lieu of the number and class of shares as to which such Option shall
then be so exercisable, the number and class of shares of stock or other
securities to which such holder would have been entitled pursuant to the
terms of the agreement of merger or consolidation if, immediately prior to
such merger or consolidation, such holder had been the holder of record of
the number and class of shares of Common Stock equal to the number and
class of shares as to which such Option shall be so exercised.

(d) If the Corporation is merged into or consolidated with another
corporation under circumstances where the Corporation is not the surviving
corporation, or if the Corporation is liquidated, or sells or otherwise
disposes of substantially all of its assets to another corporation while
unexercised Options remain outstanding under the Plan, unless provisions
are made in connection with such transaction for the continuance of the
Plan and/or the assumption or substitution of such Options with new options
covering the stock of the successor corporation, or parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares
and prices, then all outstanding Options shall be cancelled as of the
effective date of any such merger, consolidation or sale provided that (i)
notice of such cancellation shall be given to each holder of an Option and
(ii) each holder of an Option shall have the right to exercise such Option
in full (without regard to any vesting or other limitations on exercise
imposed on such Option) during the 30-day period preceding the effective
date of such merger, consolidation, liquidation, or sale (the "corporate
event"). Notwithstanding the preceding provisions, if no provisions are
made for the continuance, assumption or substitution of Options and if
exercise of any then-outstanding Options during the 30-day period preceding
the effective date of such corporate event would not be in conformity with
all applicable federal securities laws, or if in the opinion of counsel to
the Corporation the immediate exercisability of such Options, when taken
into consideration with all other "parachute payments" as defined in
Section 280G of the Code, would result in an "excess parachute payment" as
defined in such section, such Option shall not become immediately
exercisable and shall be cancelled as of the effective date of the
corporate event, except and to the extent the Joint Compensation Committee
in its discretion shall otherwise determine.

(e) Except as hereinbefore expressly provided, the issue by the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, for cash or

30
<PAGE>

property, or for labor or services either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Corporation convertible into such shares or
other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number, class or price of shares of
Common Stock then subject to outstanding Options.

(f) Adjustment under the preceding provisions of this section will be
made by the Joint Compensation Committee, whose determination as to what
adjustments will be made and the extent thereof will be final, binding, and
conclusive. No fractional interest will be issued under the Plan on account
of any such adjustment. No adjustment will be made in a manner that causes
an Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option under the Code.

9. HOLDING PERIOD.

Notwithstanding anything to the contrary in the Plan, Common Stock acquired
through exercise of an Option granted to an Insider may not be disposed of by
the Insider during the six-month period beginning on the Date of Grant.

10. GENERAL PROVISIONS.

(a) The Corporation shall not be required to sell or issue any shares
under any Option if the issuance of such shares shall constitute a
violation by the Option holder or the Corporation of any provision of any
law, statute, or regulation of any stock exchange upon which the Common
Stock may be listed or any governmental authority whether it be Federal or
State. Unless a registration statement is in effect under the Securities
Act of 1933, as amended (the "Act") with respect to the shares of Common
Stock covered by an Option, the Corporation shall not be required to issue
shares upon exercise of any Option (i) unless the Joint Compensation
Committee has received evidence satisfactory to it to the effect that the
holder of such Option is acquiring such shares for investment and not with
a view to the distribution thereof or (ii) unless an opinion of counsel to
the Corporation has been received by the Corporation, in a form and
substance that is deemed acceptable by the Joint Compensation Committee, to
the effect that a registration statement is not required. Any determination
in this connection by the Joint Compensation Committee shall be final,
binding and conclusive. In the event the shares issuable on exercise of an
Option are not registered under the Act, the Corporation may imprint the
following legend or any other legend that counsel for the Corporation
considers necessary or advisable to comply with the Act:

"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities
laws of any State and may not be sold or transferred except pursuant to
an effective registration statement or upon receipt by the Corporation
of any opinion of counsel, in form and substance satisfactory to the
Corporation, that registration is not required for such sale or
transfer."

The Corporation may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Act and, in the event any shares
are so registered, the Corporation may remove any legend on certificates
representing such shares. The Corporation shall not be obligated to take
any affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of
any governmental authority.

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<PAGE>

(b) No Option holder and no beneficiary or other person claiming under or
through an Option holder will have any right, title or interest in or to
any shares of Common Stock allocated or reserved under the Plan or subject
to any Option except as to such shares of Common Stock, if any, that have
been issued or transferred to such Option holder or beneficiary.

(c) The Plan and all determinations made and actions taken pursuant
thereto will be governed by the laws of the State of Delaware and construed
in accordance therewith.

(d) The Plan is intended to comply in all respects with Rule 16b-3
promulgated under the Act (the "exemption"). If the Plan is found not to
qualify for the exemption, any disqualifying Plan provision will be deemed
replaced by a provision that most nearly accomplishes the intent of the
Board at the time the Plan was adopted and that results in the Plan's
qualification for the exemption. If the Board's intent cannot be
accomplished through a substitute provision that results in the Plan's
qualification for the exemption, the Plan will continue in full force and
effect in the form adopted by the Board notwithstanding the Plan's failure
to qualify for the exemption.

(e) Options may be granted under this Plan from time to time in
substitution for stock options held by employees of other corporations who
become employees of the Corporation or a Subsidiary Corporation as a result
of a merger or consolidation of the employing corporation with the
Corporation or a Subsidiary Corporation or the acquisition by the
Corporation or a Subsidiary Corporation of the assets of the employing
corporation, or the acquisition by the Corporation or a Subsidiary
Corporation of at least 50% of the issued and outstanding stock of the
employing corporation as the result of which it becomes a Subsidiary
Corporation of the Corporation. The terms and conditions of the substitute
options so granted may vary from the terms and conditions set forth in this
Plan to such extent as the Joint Compensation Committee at the time of
grant may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are granted,
but with respect to stock options that are Incentive Stock Options, no such
variation shall be such as to affect the status of any such substitute
option as an "incentive stock option" under Section 422 of the Code.

11. TAXES.

(a) WITHHOLDING.

(i) CASH PAYMENT. The Corporation may make such provisions as it
deems appropriate to withhold any taxes the Corporation determines it
is required to withhold in connection with any Option or require the
Option holder to pay the amount of the withholding taxes in cash to the
Corporation as a condition precedent to the issuance of shares pursuant
to the exercise of an Option.

(ii) BROKER-DEALER PAYMENT. If the exercise price of an Option is
paid by a broker-dealer, as provided herein, payment of withholding
taxes in connection with the exercise of the Option, up to an amount
calculated by assuming the maximum federal, state, and local marginal
tax rates, may be made by the broker-dealer.

(b) TAX QUALIFICATION. Incentive Stock Options granted under the Plan are
intended to qualify as Incentive Stock Options within the meaning of
Section 422 of the Code, and the terms of the Plan and Options granted
hereunder shall be so construed. Notwithstanding the

32
<PAGE>

foregoing, nothing in the Plan shall be interpreted as a representation,
guarantee or other undertaking on the part of the Corporation that any
Options are, or will be, determined to qualify as incentive stock options
within the meaning of the Code.

12. INDEMNIFICATION OF BOARD AND COMMITTEES.

The members of the Board of Directors, the Joint Compensation Committee and
the Outside Directors Committee will be indemnified by the Corporation against
the reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or Option agreements, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it is adjudged in such action, suit or proceeding that the member is liable
for negligence or misconduct in the performance of the member's duties;
provided that within sixty (60) days after institution of any such action,
suit or proceeding a member will in writing offer the Corporation the
opportunity, at its own expense, to defend the same. The foregoing right of
indemnification shall inure to the benefit of the heirs, executors or
administrators of each such member of the Board of Directors, the Joint
Compensation Committee and the Outside Directors Committee and shall be in
addition to any and all other rights of indemnification to which such members
may be entitled as a matter of law, contract, or otherwise.

13. LIMITATION OF RIGHTS.

Neither the adoption and maintenance of the Plan nor the grant of Options
will:

(a) limit the right of the Corporation, Parent Corporation or Subsidiary
Corporation to discharge or discipline any employee, or otherwise terminate
or modify the terms of any employment agreement, or

(b) confer upon any Option holder any contract or other right or interest
other than as specifically provided in the Plan and the Option agreement.

14. EFFECTIVE DATE OF THE PLAN, DURATION OF THE PLAN.

(a) The Plan became effective as of February 9, 1994 upon adoption by the
Board, subject to approval by the holders of a majority of the shares of
Common Stock which are represented in person or by proxy and entitled to
vote on the subject at the 1994 annual meeting of the shareholders of the
Corporation.

(b) Unless previously terminated, the Plan will terminate ten (10) years
after the earlier of (i) the date the Plan is adopted by the Board, or (ii)
the date the Plan is approved by the shareholders, except that Options that
are granted under the Plan before its termination will continue to be
administered under the terms of the Plan until the Options terminate or are
exercised.

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<PAGE>

RIGGS NATIONAL CORPORATION

Proxy for 1994 Annual Meeting of Shareholders

The undersigned hereby appoints C. Thomas Clagett, Jr., Thomas B.
Hargrave, Jr. and William J. McManus as proxies, severally and each with full
power of substitution, to vote all the shares of Common Stock of Riggs
National Corporation standing in the name of the undersigned on its books on
March 31, 1994 at the Annual Meeting of Shareholders, to be held at the
Renaissance Hotel, 999 9th Street, N.W., Washington, D.C. 20001 on May 11,
1994, at 9:30 a.m., or at any adjournments thereof, with all the powers the
undersigned would possess if personally present as follows:

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND IF
PROPERLY EXECUTED AND TIMELY DELIVERED, WILL BE VOTED AS DIRECTED HEREIN. IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.

IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "AGAINST" ITEMS 3 AND
4, AND IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS SHOULD
ANY OTHER BUSINESS BE PROPERLY PRESENTED AT THE MEETING.

(Continued, and to be executed and dated on the other side.)
<PAGE>

1. ELECTION OF DIRECTORS: Joe L. Allbritton, Barbara B. Allbritton,
Robert L. Allbritton, Calvin Cafritz, Charles A. Camalier, III,
Timothy C. Coughlin, Ronald E. Cuneo, Floyd E. Davis, III,
Jacqueline C. Duchange, Michela A. English, James E. Fitzgerald,
David J. Gladstone, Lawrence I. Hebert, Paul M. Homan, Michael J. Jackson,
Leo J. O'Donovan, S.J., Steven B. Pfeiffer, John A. Sargent,
Robert L. Sloan, James W. Symington, Jack Valenti, Eddie N. Williams.

FOR ALL NOMINEES WITHHOLD AUTHORITY EXCEPTIONS
LISTED ABOVE TO VOTE FOR NOMINEES (AS MARKED TO THE
LISTED ABOVE CONTRARY BELOW)

(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "EXCEPTIONS" box and write that nominee's name on the following line.)

EXCEPTIONS
----------------------------------------------------------------

2. FOR adoption of the Riggs FOR AGAINST ABSTAIN
National Corporation 1994 Stock
Option Plan.

3. Shareholder Proposal that would FOR AGAINST ABSTAIN
require each member of the
Board of Directors to own a mini-
mum of 1000 shares of voting
stock of the Corporation.

4. Shareholder Proposal recom- FOR AGAINST ABSTAIN
mending that the positions of
Chairman of the Board and
CEO be combined and that the
CEO assumes both positions.

5. Other Matters. Address Change

and/or Comments Mark Here

PROXY DEPARTMENT
NEW YORK, N.Y. 10203-0573

(When signing as attorney, executor, administrator, trustee, or
guardian, please give full title, if more than one trustee, all
should sign.)

Dated: 1994
----------------------------------------------------------

--------------------------------------------------------------------
Signature of Shareholder

Votes must be indicated (X) in Black or Blue ink.

Please date, sign and return promptly in the accompanying envelope.