RIGGS NATIONAL CORP, DEF 14A, 1995-04-12

RIGGS NATIONAL CORP
DEF 14A, 1995-04-12
NATIONAL COMMERCIAL BANKS

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<PAGE>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

RIGGS NATIONAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14a.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

<PAGE>

RIGGS NATIONAL CORPORATION

1503 PENNSYLVANIA AVENUE, N.W.

WASHINGTON, D.C. 20005

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 1995

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Riggs National Corporation (the "Corporation") will be held on
Wednesday, May 10, 1995, at 9:30 a.m. local time, at the Renaissance 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; and

2. To consider and act upon a shareholder proposal to require that the
Board of Directors take the necessary steps to change the Annual Meeting
date of the Corporation to the second Monday in May; and

3. To consider and act upon a shareholder proposal to require that the
Board of Directors take the necessary steps to provide that at least two
candidates be placed before the shareholders for each board vacancy; and

4. 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, 1995, 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 Assistant
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

LOGO
MARY B. LeMONT
Assistant Corporate Secretary

April 12, 1995
<PAGE>

RIGGS NATIONAL CORPORATION

1503 PENNSYLVANIA AVENUE, N.W.

WASHINGTON, D.C. 20005

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 1995

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
10, 1995, at 9:30 a.m. local time, at the Renaissance 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, 1995, will be
entitled to notice of, and to vote at, the Meeting. On the record date, the
Corporation had 30,244,414 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 proposal to be presented to shareholders at the
Meeting, such proposal 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 12, 1995. 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 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 Assistant 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, 1994, 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, 1995. All current directors of the Corporation also serve as
directors of Riggs Bank. The table has been prepared from information obtained
from the nominees.

2
<PAGE>

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
MARCH 31, 1995 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 Executive Vice President and Chief Operating Of- 1,250,400
Age 26 ficer, Allbritton Communications Company; Di- 4.1%
1994 rector, ALLNEWSCO, Inc.; Director, The (Note 4)
Allbritton Foundation; Director, Perpetual Cor-
poration; Director, University Bancshares, Inc.
(Texas bank holding company).
FREDERICK L. BOLLERER President and Chief Executive Officer of Riggs 7,900
Age 53 Bank; Executive Vice President, General Banking (Note 5)
1994 Group, Riggs Bank (1993-1994); Chairman and
Chief Executive Officer, First American Metro
Corporation (1989-1993); President and Chief
Operating Officer, First American, N.A. (1988-
1989).
CALVIN CAFRITZ President, Calvin Cafritz Enterprises; Chairman 6,120
Age 64 and Chief Executive Officer, Morris and
1993 Gwendolyn Cafritz Foundation; Trustee, Federal
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. 10,807
Age 43 (law firm) (Note 9)
1993
TIMOTHY C. COUGHLIN President of the Corporation; President and 19,375
Age 52 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;
Trustee, Corcoran Gallery of Art.
RONALD E. CUNEO President and Chief Executive Officer, HFS Inc.; 16,998
Age 52 Vice President and General Manager, Honeywell
1994 Inc. (1983-1990).
FLOYD E. DAVIS, III President and Chief Executive Officer, Floyd E. 194,606
Age 43 Davis Company (real estate management company); (Note 6)
1993 Director, Robert O. Scholz Foundation; Direc-
tor, Floyd E. Davis Family Foundation.
JACQUELINE C. DUCHANGE Vice President and Director, Four Seas Group, 2,196
Age 47 Inc.; Member, St. Andrew's Episcopal School An- (Note 7)
1993 nual Giving Board and Advisory Committee for
Future Site and Long Range Planning.
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
MARCH 31, 1995 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>
MICHELA A. ENGLISH Senior Vice President, National Geographic Soci- 3,500
Age 45 ety; Trustee, Supreme Court Historical Society;
1993 Member Advisory Board, Yale University School
of Management; Director, Sweet Briar College.
JAMES E. FITZGERALD Physician; Clinical Professor of Medicine, 92,056
Age 69 Georgetown University School of Medicine; Di- (Note 8)
1984 rector, National Capital Reciprocal Insurance
Company; Member, Medical Society of the Dis-
trict of Columbia.
DAVID GLADSTONE Chairman of the Board, Chief Executive Officer 500
Age 52 and Director, Allied Capital Advisers, Inc.,
1993 Allied Capital Corporation, Allied Capital Cor-
poration II, Allied Capital Commercial Corpora-
tion, Allied Capital Lending Corporation; Di-
rector, President and Chief Executive Officer,
Business Mortgage Investments; Trustee, The
George Washington University.
LAWRENCE I. HEBERT President and Director, Perpetual Corporation, 11,000
Age 48 which owns Allbritton Communications Company
1988 (owner of three television stations) and
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.
MICHAEL J. JACKSON Executive Vice President, Mercedes-Benz of North 732
Age 46 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 60 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.
STEVEN B. PFEIFFER Partner and Head of the International Depart- 8,830
Age 48 ment, Fulbright & Jaworski L.L.P. (law firm); (Note 9)
1989 Chairman Emeritus of the Board of Trustees,
Wesleyan University (Connecticut).
JOHN A. SARGENT President and Chief Executive Officer, Randall 4,505
Age 50 H. Hagner & Co., Inc.; President, Hagner Man- (Note 10)
1993 agement Corp.; President, Capital Express
Group, Ltd.; Director, Marjorie Post Founda-
tion; Trustee, St. James School; Member, Deca-
tur House Council.
</TABLE>

4
<PAGE>

JAMES W. SYMINGTON Partner, O'Connor & Hannan (law firm); Chairman 400
Age 67 Emeritus and Board member, National Rehabilita- (Note 9)
1993 tion Hospital; Vice President, Atlantic Coun-
cil.

JACK VALENTI President and Chief Executive Officer, Motion 4,980
Age 73 Picture Association of America, Inc; Director,
1986 American Film Institute.

EDDIE N. WILLIAMS President and Chief Executive Officer, Joint 1,000
Age 62 Center for Political and Economic Studies (non-
1993 profit research and public policy institution);
Director, The Promus Companies; Director,
Harrah's Jazz Finance Corporation; Director,
Blue Cross-Blue Shield of the National Capital
Area.
</TABLE>
- --------
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 8.
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 is a trustee, Note 2, Page 7.
Note 5--Mr. Bollerer was appointed President and Chief Executive Officer of
Riggs Bank in July 1994. Under the terms of his employment contract, he
received options to purchase 75,000 shares of the Corporation's Common
Stock under certain terms and conditions summarized herein under "Stock
Option Grants in 1994," Page 9. On April 12, 1995, Mr. Bollerer
received options to purchase an additional 30,000 shares of the
Corporation's Common Stock, Note 2, Page 9.
Note 6--Mr. Davis has sole voting and investment power with regard to 114,273
shares and shared voting and investment power with regard to 78,503
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. 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
1994 and are expected to perform legal services for the Corporation in
1995.
Note 10--Mr. Sargent disclaims beneficial ownership of an additional 99 shares
held in trust for his children.

5
<PAGE>

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 eight meetings during
1994. The present committee members are Directors Joe L. Allbritton, Barbara
B. Allbritton, Bollerer, Coughlin, Cuneo, Davis, Hebert and Valenti. Robert L.
Allbritton is a non-voting member of the Executive Committee.

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 ten meetings during 1994. The present committee members
are Directors Sloan, Cafritz, English, Fitzgerald, Gladstone and Pfeiffer.

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 seven times in 1994. The present committee members
are Directors Williams, Cafritz, Cuneo, English, Fitzgerald and Jackson. See
page 11 for the Joint Compensation Committee Report to Shareholders on fiscal
1994 compensation programs.

The Board of Directors of the Corporation held ten meetings in 1994 and the
various Committees of the Board, including those listed above, met a total of
seventy-two times. Of the nominees, Directors Gladstone and Valenti attended
fewer than 75% of the aggregate of the total number of meetings during 1994 of
the Board of Directors and of the committees on which they served.

DIRECTOR COMPENSATION

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. In April 1994, a Deferred Compensation Plan was
adopted to allow non-employee Directors of the Corporation to defer receipt of
all or a portion of Director's fees to a specified date or termination of
service as a Director. Under the plan, Directors may elect to defer all fees
and have such deferred amounts treated as having been invested in cash, shares
of the Corporation's Common Stock, and/or a combination of cash and shares.
Deferred fees treated as invested in cash are credited with interest at the
rate paid by Riggs Bank on certificates of deposit with a one-year maturity.
Shares of the Corporation's Common Stock treated as acquired under the plan
are priced at the closing market price of such shares on the date fee payment
is deferred.

6
<PAGE>

BENEFICIAL OWNERSHIP OF CORPORATION STOCK

The following table sets forth information, as of March 31, 1995, 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............................. 10,080,000(/2/)(/3/) 33.3%
Riggs National Corporation
1503 Pennsylvania Avenue, NW
Washington, DC 20005

Barbara B. Allbritton......................... 2,581,732(/4/) 8.5%
Riggs National Corporation
1503 Pennsylvania Avenue, NW
Washington, DC 20005

Frederick L. Bollerer......................... 7,900
Timothy C. Coughlin........................... 19,375
Randall R. Reeves............................. 4,150
Alfred J. Serafino............................ 9,240
---------- ----
All directors (and nominees) and officers of
the Corporation and executive officers of
Riggs Bank as a group (31 persons)........... 10,416,398 34.4%
---------- ----
</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 579,511 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
setforth 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. Mrs. Allbritton
disclaims beneficial ownership of 7,500,000 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.

7
<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS

The annual and other compensation paid by the Corporation and Riggs Bank for
1994, 1993 and 1992 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($) BONUS($) $ AWARD(S) SARS(#) $ $
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joe L. Allbritton 1994 380,000 380,000(/1/) 0 0 430,000(/2/) 0 48,700(/3/)
Chairman of the 1993 380,000
Board and Chief 1992 380,000
Executive Officer
of the
Corporation;
Chairman of the
Board of Riggs
Bank
- ----------------------------------------------------------------------------------------------------------
Fred L. Bollerer 1994 259,039 150,000(/4/) 0 0 75,000(/6/) 0 2,158(3)
President & Chief 1993 76,923 20,000
Executive Officer 1992
of Riggs Bank
- ----------------------------------------------------------------------------------------------------------
Timothy C. 1994 350,000 52,500(/5/) 0 0 0(/6/) 0 3,207(/3/)
Coughlin 1993 350,000 25,000
President of the 1992 330,769
Corporation
- ----------------------------------------------------------------------------------------------------------
Randall R. Reeves 1994 225,000 33,750(/5/) 0 0 0(/6/) 0 1,195(/3/)
Senior Executive 1993 225,000 10,000
Vice President of 1992 181,787
Riggs Bank
- ----------------------------------------------------------------------------------------------------------
Alfred J. Serafino 1994 156,088 23,400(/5/) 0 0 0(/6/) 0 357(/3/)
Executive Vice 1993 139,280 10,000
President of Riggs 1992 136,000
Bank
- ----------------------------------------------------------------------------------------------------------
</TABLE>

- --------
(1) Joe L. Allbritton was awarded a bonus amount of 100% of base salary
based on the Corporation's performance in 1994. For a discussion of such bonus
amount and the payment of an incentive based on the Corporation's 1995
performance, see "Joint Compensation Committee Report to Shareholders--1994
Compensation--The Chief Executive Officer of the Corporation," page 12.
(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 1994," page 9.
(3) The amounts listed represent the economic benefit attributable to the
term life insurance coverage for the named executive officers in 1994 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.
(4) Fred Bollerer joined Riggs Bank in October 1993 and was appointed
President and Chief Executive Officer in July 1994. The terms of Mr.
Bollerer's employment contract, including the payment of a bonus amount based
on the Corporation's performance in 1994, are discussed under "Joint
Compensation Committee Report to Shareholders--1994 Compensation--The
President and Chief Executive Officer of Riggs Bank," page 12.
(5) Includes amounts awarded under the 1994 Bonus Plan for senior officers
excluding Messrs. Allbritton and Bollerer. Under the terms of the 1994 Bonus
Plan, certain profitability criteria met by the Corporation in 1994 resulted
in bonus payments paid to senior officers also meeting individual performance
criteria. For a discussion of the 1994 Bonus Plan and the incentive component
of the market-based compensation system applicable to senior officers based on
the Corporation's performance in 1995, see "Joint Compensation Committee
Report to Shareholders--1994 Compensation--The Executive Officers," page 13.
(6) Excludes stock option grants made in 1995 to senior officers, including
Messrs. Bollerer, Coughlin, Reeves and Serafino. Note 2, page 9.
(7) 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 $39,472 for personal use of the airplane in 1994. The
Board of Directors of Riggs Bank (with Joe L., Barbara B. and Robert L.
Allbritton not participating) approved and ratified the method of calculation
and the amount of the reimbursement.

8
<PAGE>

STOCK OPTION GRANTS IN 1994

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES EXERCISE PRESENT
NAME GRANTED IN 1994 PRICE EXP. DATE VALUE($)(/1/)
---- ---------- ---------- -------- --------- -------------
<S> <C> <C> <C> <C> <C>
Joe L. Allbritton 430,000 72.1% $9.880 6/8/98 $1,651,200
Fred L. Bollerer(/2/) 75,000 12.5% 9.000 7/12/99 $ 261,750
</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 under option equal to the fair market value of the
underlying stock on the date of grant.
. An expected option term of 6 years.
. An interest rate of 6.11% for Mr. Allbritton and 7.02% for Mr. Bollerer,
representing the grant date interest rate on a U.S. Treasury security
with a maturity date corresponding to that of the expected option term.
. Dividends of $0 per share based on the Corporation having paid no
dividends in 1994.
. Volatility calculated using daily stock prices for the one-year period
prior to the grant date.
. An 18% discount for forfeiture of unexercised shares.
The ultimate values of the options will depend on the future market price of
the Corporation'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 April 12, 1995 (the "Grant Date"), the Joint Compensation Committee
recommended, and the Board of Directors approved, stock option grants to
senior executive officers. Messrs. Bollerer, Coughlin, Reeves and Serafino
were awarded options to purchase 30,000; 15,000; 25,000 and 20,000 shares,
respectively, of the Corporation's Common Stock. Pursuant to the Corporation's
1994 Stock Option Plan, as approved by shareholders, the options were granted
at a price equal to the market price of such Stock on the Grant Date. Options
granted to Messrs. Bollerer and Coughlin vested upon grant but are not
exercisable until the earlier of : (1) April, 2000; (2) a "change of control"
of the Corporation as defined in the Corporation's 1994 Stock Option Plan; or
(3) 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. Options granted to Messrs. Reeves and Serafino will vest and
become exercisable in equal amounts on each of the first, second and third
Grant Date anniversary dates.

STOCK OPTION EXERCISES IN 1994/FY-END OPTION VALUES

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF
SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES ACQUIRED FY-END(#) FY-END($)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- --------------- -------- ------------- --------------------
<S> <C> <C> <C> <C>
Joe L. Allbritton -- -- 0/430,000 -0-
Fred L. Bollerer -- -- 7,500/ 87,500 -0-
Timothy C. Coughlin -- -- 9,375/ 15,625 -0-
Randall R. Reeves -- -- 3,750/ 6,250 -0-
Alfred J. Serafino -- -- 3,750/ 6,250 -0-
</TABLE>

9
<PAGE>

RETIREMENT BENEFITS

Senior officers of the Corporation and its subsidiaries are eligible to
receive pension benefits under the Amended Pension Plan. The current benefit
formula for determining the annual pension benefit payable under the Amended
Pension Plan, is 1.67% times the officer's average compensation (less $35) for
each year of service subsequent to December 31, 1993 and 2.00% times the
officer's average compensation (less $42) for each year of service prior to
December 31, 1993. Average compensation is limited by the Amended Pension Plan
to base salary. In accordance with applicable tax code provisions, base salary
has been limited since 1989. Currently, base salary is limited to $150,000 for
1994 and 1995. Applying the formula, the estimated annual pension benefits for
each of the five highest paid executive officers, assuming each retired as of
a normal retirement age (or their current age if later), is as follows(/1/):
Joe L. Allbritton, $92,302; Mr. Bollerer, $45,516; Mr. Coughlin, $85,865; Mr.
Reeves, $81,894; and Mr. Serafino, $100,604.

The Corporation also 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 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, Bollerer, Coughlin, and
Reeves is $40,000; the benefit payable to Mr. Serafino is $15,000. Such
benefits will vest 50% after 5 years and 10% per year thereafter, except for
Mr. Bollerer's which will vest 100% in 1997.
- --------
/1/ For purposes of the estimates, it is assumed that the maximum compensation
limit will increase for inflation at an annual rate of 3%.

10
<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.

In 1994, to attract and retain key employees on a long-term basis, the Joint
Committee recommended enhancements to the Corporation's compensation program
which included using performance-based incentive compensation. The Joint
Committee believes that it is important to use performance-based compensation
to motivate members of senior management to increase their efforts to achieve
and exceed the goals of the Corporation and also to further identify the
interests of senior management with the interests of other shareholders.
Grants of options under the Corporation's 1993 and 1994 Stock Option Plans and
incentives under the 1994 Bonus Plan and the 1995 incentive plan for executive
officers, have been based on the Corporation's attainment of specified market
prices for its Common Stock and the achievement of targeted levels of return
on average assets, as well as the executive's individual performance rating.
Through the use of performance-based compensation, the Joint Committee
believes that the Riggs Group will be able to attract, retain and motivate
officers who contribute to stock performance and the achievement of earnings
and other long-term strategic objectives.

In determining the amount of the incentive compensation to executive
officers for 1994, the Joint Committee took into account competitive pay
practices of similar entities, as well as the ability of such senior officers
to positively influence the Corporation to achieve its goals. 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.

In 1994, the Joint Committee, in conjunction with a nationally recognized
human resources consulting firm, undertook an extensive study of the
Corporation's compensation systems for all employees, including senior
officers, under the title "Compensation Renewal 1994." This study was
undertaken for the purpose of ensuring that the compensation systems of the
Riggs Group were competitive, attractive and fair. As part of Compensation
Renewal 1994, all job descriptions for employees of the Riggs Group were
reviewed and re-written where necessary; all jobs in the system were compared
to market data on comparable positions, and the basic compensation structure
of the system, including compensation philosophy and goals, was reviewed. In
March 1995, the Joint Committee completed its study and recommended, and the
Board of Directors approved, the

11
<PAGE>

implementation of a market-based compensation system and methodology--
including implementation of an incentive component for 1995, described under
"The Executive Officers" below. The goal of the newly adopted compensation
system is to balance external competitiveness with internal equity. All
employees, including senior officers, are part of the new compensation system.

The Corporation's compensation programs are designed to enable the
Corporation to receive full deductions for income tax purposes for qualifying
executive compensation which may be earned by certain executive officers in
excess of $1 million.

1994 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 1994, during which the Corporation
instituted measures to dispose of problem assets; reduced expenses; raised new
capital and improved management. As a result, Riggs earned $34 million in
1994; reduced problem assets by $137 million; raised net interest income by
$18 million; decreased non-interest expenses by $68 million; appointed a new
President and Chief Executive Officer with substantial management and banking
experience in the Washington area and completed the hiring of its core
management team with the additions of a chief credit officer and chief
technology officer, respectively.

Mr. Allbritton voluntarily maintained his salary in 1994 at the same reduced
level as in 1993 and 1992, and the Joint Committee accepted Mr. Allbritton's
voluntary salary freeze. In recognition of Mr. Allbritton's contributions to
the Corporation's profitability in 1994 and taking into account his voluntary
reductions of base salary over the past three years, in February 1995, the
Joint Committee recommended, and the Board of Directors approved, a bonus
payment to Mr. Allbritton of 100% of his 1994 base salary for his contribution
to the Corporation.

In March 1994, Mr. 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 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 or (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.

The Joint Committee recommended, and the Board of Directors approved, the
payment of incentive compensation to Mr. Allbritton based on the Corporation's
achievement of specified targets for return on average assets for fiscal year
1995. Under the terms of the incentive, if the 1995 targets are met, Mr.
Allbritton is eligible to receive up to 150% of base salary in 1996.

In determining his total compensation, the Joint Committee took into account
Mr. Allbritton's ability to enhance Corporate performance; his reputation in
the community and his voluntary relinquishment of benefits and salary during
the Corporation's years of restructuring.

B. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF RIGGS BANK

In July 1994, the Corporation entered into an agreement with Fred L.
Bollerer to serve as President and Chief Executive Officer of Riggs Bank. Mr.
Bollerer succeeded Mr. Paul M. Homan who voluntarily left the Corporation in
May 1994. Prior to assuming his present position,

12
<PAGE>

Mr. Bollerer was Executive Vice President of Riggs Bank for several months
and, prior to that position, was Chairman and Chief Executive Officer of First
American Metro Corp., a three-bank Virginia holding company, and Executive
Vice President and Treasurer of First Texas Bancorporation, a twenty-six bank
holding company. The Joint Committee believes that Mr. Bollerer's experience
in banking in general, and the Washington area community in particular, will
be a great enhancement to the future prospects of the Riggs Group.

Under his employment agreement, Mr. Bollerer received a base salary of
$300,000 per year, with a performance bonus of fifty percent of his base
salary, $150,000, payable in 1995 as a result of his performance and the
Corporation's achievement of targeted levels of return on average assets for
the year ended December 31, 1994. As part of his employment agreement, Mr.
Bollerer also received options to purchase 75,000 shares of Common Stock at
$9.00 per share. The options vested upon grant but are not exercisable until
the earlier of: (1) July, 1999, (2) a "change of control" of the Corporation
as defined in the Corporation's 1993 Stock Option Plan or (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.
Additionally, Mr. Bollerer was granted a supplemental executive retirement
plan of $40,000 which will vest 100% on July 13, 1997.

In determining Mr. Bollerer's base salary, the Joint Committee took into
account his reputation in the community and the competitive marketplace
factors involved in his retention by Riggs Bank. As part of the overall
compensation package, the Joint Committee focused on incentive compensation
based on Mr. Bollerer'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. Bollerer
has played a key role in the Corporation's success in achieving profits in
1994. Based on his contributions to the Corporation's 1994 achievement of a
return on average assets exceeding 50 basis points, the Joint Committee
recommended and the Board approved a bonus amount to Mr. Bollerer for 1994 of
$150,000 in accordance with his employment agreement.

On April 12, 1995, the Joint Committee recommended, and the Board of
Directors approved a stock option grant of 30,000 shares to Mr. Bollerer under
the Corporation's 1994 Stock Option Plan, at an option price equal to the
market price of the Common Stock on the date of grant. The terms and
conditions of the performance-based option grant are discussed under "Stock
Option Grants in 1994" Note 2, page 9 herein. Additionally, the Joint
Committee recommended, and the Board of Directors approved, the payment of
incentive compensation to Mr. Bollerer based on the Corporation's achievement
of specified targets for return on average assets for fiscal year 1995. Under
the terms of the incentive, if the 1995 targets are met, Mr. Bollerer is
eligible to receive up to 100% of base salary in 1996.

C. THE EXECUTIVE OFFICERS

In 1994, the Joint Committee focused on the grant or payment of performance-
based incentive compensation to executive officers. In 1995, bonus amounts
were paid to officers under the 1994 Bonus Plan upon the Corporation's
achievement of specified targets for return on average assets in 1994, as well
as the executive's performance appraisal for the year. A systematized
evaluation approach was used to appraise all officer performance, including
executive officers. Stock option grants were made in 1995 based on Corporate
and individual performance in 1994. For a description of the terms of such
stock option grants to executive officers, including Messrs. Coughlin, Reeves
and Serafino, see Note 2, page 9 herein.

13
<PAGE>

The Joint Committee also recommended, and the Board of Directors approved,
an incentive component (the "1995 Incentive"), developed in conjunction with
the implementation of a market-based compensation system. The 1995 Incentive
covers the period from January 1, 1995, until December 31, 1995. The 1995
Incentive, in cash or a combination of cash and stock options, will be paid
based on the Corporation's achievement of targeted levels of return on average
assets for 1995 and the executive's individual performance. All executive
officers except Messrs. Allbritton, Bollerer and Coughlin will be eligible to
receive cash bonus payments of up to 36% of the market value of their
respective positions, depending on the Corporation's achievement of targeted
levels of return an average assets and their achievement of individual
performance appraisal scores. Under the terms of his incentive, based on the
Corporation's achievement of specified targets of return on average assets for
1995, Mr. Coughlin is eligible to receive up to 50% of base salary in 1996.
Selected executive officers excluding Messrs. Allbritton, Bollerer and
Coughlin also are eligible to receive stock options (to be granted under the
Corporation's 1993 or 1994 Stock Option Plan, each approved by shareholders)
in amounts equal to 40% of the market value of their respective positions. If
targeted profitability levels are met, bonus payments under the 1995 Incentive
would be made in 1996; eligible officers must be employed by the Corporation
or the Bank on the date the bonus payments are made in 1996 to receive the
1995 bonus.

In determining the maximum bonus payments to officers under the 1994 Bonus
Plan and the 1995 Incentive, the Joint Committee took into account the
incentives offered under comparable market-based compensation systems; the
absence of bonus plans for senior officers over the past several years; the
size of the senior officer group and the potential expense of the 1995
Incentive and the Corporation's success in 1994 in meeting the targeted levels
for return on assets set forth under the 1994 Bonus Plan.

Finally, the Joint Committee took steps in 1994 to ensure that benefits
payable to executive officers under the Supplemental Executive Retirement Plan
and the Split-Dollar Life Insurance Plan would be protected in the event of a
change of control of the Corporation as defined under those plans. The Joint
Committee recommended, and the Board of Directors approved, the creation of a
Trust which would be funded upon a change of control.

Respectfully Submitted,

Eddie N. Williams, Chairman, Calvin Cafritz, Ronald E. Cuneo, Michela A.
English, James E. Fitzgerald and Michael J. Jackson.

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.

PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
RIGGS MIDDLE
Measurement Period NATIONAL ATLANTIC NASDAQ
(Fiscal Year Covered) CORPORATION BANKS(/1/) MARKET
- --------------------- --------------- ---------- ----------
<S> <C> <C> <C>
Measurement Pt-12/31/1989 $100.00 $100.00 $100.00
FYE 12/31/1990 $ 43.74 $ 77.82 $ 81.12
FYE 12/31/1991 $ 21.77 $103.56 $104.14
FYE 12/31/1992 $ 51.87 $129.69 $105.16
FYE 12/31/1993 $ 44.18 $161.11 $126.14
FYE 12/31/1994 $ 42.90 $152.95 $132.44
</TABLE>
- ---------
(1) A list of the 134 banks included in the Middle Atlantic Banks Index is
available to shareholders at no charge by writing to Mary B. LeMont, Assistant
Corporate Secretary, Riggs National Corporation, 800 17th Street, N.W., 6th
Floor, Washington, D.C. 20006.

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, 1994, the aggregate
principal amount of indebtedness (including approximately $7.4 million in
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
$37,347,656, which represented approximately 13.95% of total shareholders'
equity and 1.46% of total loans. The highest aggregate amount owed by such
persons during 1994 and through March 31, 1995, was $71,970,476. The directors
who, with their associates, had amounts outstanding as of December 31, 1994,
were: Director Cafritz--$14,374,572; Director Davis--$8,555,805; Director
O'Donovan--$7,553,222; Director Gladstone--$5,873,030; and Director
Fitzgerald--$991,027.

15
<PAGE>

Other. During 1994, Allbritton Communications Company ("ACC") and Perpetual
Corporation ("Perpetual"), companies indirectly wholly owned by Joe L.
Allbritton, paid Riggs Bank $251,000 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, Barbara B. Allbritton, Robert L. Allbritton, Executive Vice
President and Chief Operating Officer of ACC, and Joe L. Allbritton's 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.

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
1994. On December 31, 1994, there were $14.4 million in loan participations
outstanding to University. As of that date, University's total assets were
$202.5 million and its total loans outstanding were $100.4 million.

In December 1994, the Corporation purchased $10.0 million, par value, of
Orange County, California, variable rate one-year bonds due in July and August
1995. The bonds were purchased from the Corporation's proprietary RIMCO
Monument Money Market Fund, managed by the Riggs Investment Management
Corporation, a subsidiary of Riggs Bank, due to the uncertain status of the
bonds as a result of Orange County's bankruptcy declaration on December 6,
1994. The bonds were written down to their fair value and are currently on
nonaccrual status. Interest on the bonds is current as of December 31, 1994.

SHAREHOLDER PROPOSALS

PROPOSAL ONE

Ms. Evelyn Y. Davis, 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 stockholders recommend that the Board of Directors take
the necessary steps to change the Annual Meeting date to the second Monday
in May."

REASONS: "Recently the Annual Meetings were held on a date where another
major corporation met. Until a few years ago, the Company has met on a date
where more independent non-employee shareholders could meet."

16
<PAGE>

"The many problems the Company faces makes maximum attendance by outside
independent shareholders especially desirable."

"The date the Company has been meeting on is the SAME date as for instance
J.P. Morgan, a major competitor, as well as other companies.

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

The Board of Directors recommends a vote AGAINST this proposal.

The proposal would require that the Corporation amend its By-Laws to change
the Annual Meeting date. Under the Corporation's By-Laws, the Annual Meeting
shall be held on the second Wednesday in April of each year, except that the
Board of Directors has the discretion to change the date of the Annual Meeting
to such other time and date as shall be designated from time to time by the
Board. The Board has sufficient flexibility under the current By-Laws,
therefore, to change the Annual Meeting date to the second Wednesday in May,
which it has done on occasion, or to another date deemed appropriate by the
Board. By setting the Annual Meeting date to the second Monday in May, the
Board of Directors would lose such flexibility. The proposal would impose an
undue burden on the Board of Directors, without justification.

Proponent offers no reason to support an amendment to the By-Laws, except
that she believes an Annual Meeting date of the second Monday in May will not
conflict with the annual meeting dates set by other corporations. However, the
interests of the Proponent may not be those of other of the Corporation's
shareholders, nor can the Corporation rely on or predict the dates of other
corporations' annual meetings or set the schedule for its Annual Meeting
according to such dates.

As a shareholder, the Proponent is not prohibited from drawing her concerns
about the prospective date of any Annual Meeting to the attention of the Board
of Directors at any time. To amend the Corporation's By-Laws to remedy
Proponent's concerns about a conflict in her schedule, however, appears
unwarranted.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

PROPOSAL TWO

Mr. William J. Davis, who is the owner of at least 500 shares of Common
Stock, has advised the Corporation that he intends to present the following
proposal for shareholder action at the Meeting:

RESOLVED: "The Stockholders of the Riggs National Corporation assembled in
annual meeting, in person and by proxy, hereby recommend that the Board of
Directors take the necessary steps to insure that at least two candidates
be placed before the stockholders for each board vacancy."

REASONS: "The present method of nominating a person to the Riggs National
Corporation Board of Directors does not give the stockholders a selection
of candidates from which an intelligent choice could be made. Instead, only
one person is considered for each vacancy. Because only one person is
considered for each vacancy, the stockholder is forced to either vote for
the person or withhold their vote. The proponent feels this process is
unfair. It is, therefore, proposed that at least two candidates be placed
before the stockholders for voting consideration. Let the stockholders have
a choice. The Chairman of the Board has his wife

17
<PAGE>

and 26 year-old son on the Riggs National Corporation Board. If the
Chairman has any more family members or relatives on the Board, we (the
stockholders) should at least be able to review the qualifications of more
than one candidate and pick the most capable person for the job."

The Board of Directors recommends a vote AGAINST this proposal.

In management's opinion, the proposal is clearly not in the best interest of
the Corporation. The Board of Directors carefully considers nominees for
directorships among a select group of individuals who are both professionally
qualified and legally able to serve as directors of a U.S. bank holding
company. Based on its judgment as to which of those candidates will best serve
the interests of shareholders, the Board makes its recommendations. The
Directors are accountable to shareholders by virtue of their fiduciary
responsibilities to propose the best available candidate for each position.
This proposal, if enacted, would preclude the Board from fulfilling its duty.

The proposal imposes an unreasonable burden on the Board and diminishes the
value of the Board's recommendations without justification. The present system
of nominating a slate of Director candidates limited to the number of
Directors to be elected is in keeping with the Board's fiduciary
responsibility of advising shareholders on matters upon which they are asked
to vote. It is not the role of the Directors to create a political
environment, such as this proposal would foster, in which multiple nominees
compete with each other for the available directorships.

Shareholders who are dissatisfied with management performance may seek
recourse by simply exercising their legal authority to withhold their votes
for one or more nominees, or designating qualified candidates for
directorships on the face of the proxy card mailed to each shareholder.
Additionally, shareholders are not prohibited from suggesting appropriate
candidates to the Board at any time.

The proposal's assertions misrepresent the serious manner in which members
of the Corporation's Board of Directors select nominees for directorships and
fulfill their fiduciary obligations to stockholders. The Board of Directors
believes that the present nominating process should be preserved.

THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

SHAREHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING

The Board of Directors anticipates that the next annual meeting of
shareholders will be held on or about April 10, 1996. A shareholder who
intends to present a proposal at the 1996 Annual Meeting must submit the
written text of the proposal to the Corporation not later than December 31,
1995, 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 LLP 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 LLP 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.

18
<PAGE>

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 the 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/ Mary B. LeMont
MARY B. LeMONT
Assistant Corporate Secretary

19
<PAGE>

[LOGO OF RIGGS NATIONAL CORPORATION APPEARS HERE]

- --------------------------------------------------------------------------------

RIGGS NATIONAL CORPORATION

Proxy for 1995 Annual Meeting of Shareholders

The undersigned hereby appoints C. Thomas Clagett, Jr., Thomas B.
Hargrave, Jr., and E. Tillman Stirling 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 undesigned on its books on March 31,
1995, at the Annual Meeting of Shareholders to be held at the Renaissance Hotel,
999 9th Street, N.W., Washington, D.C. 20001 on May 10, 1995, 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" ITEM 1, "AGAINST" ITEMS 2 AND
3, 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>

Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 1995

Notice is hereby given that the Annual Meeting of Shareholders (the "Meeting")
of Riggs National Corporation (the "Corporation") will be held on Wednesday,
May 10, 1995, at 9:30 a.m. local time, at the Renaissance 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; and

2. To consider and act upon a shareholder proposal to require that the Board of
Directors take the necessary steps to change the Annual Meeting date of the
Corporation to the second Monday in May; and

3. To consider and act upon a shareholder proposal to require that the Board of
Directors take the necessary steps to provide that at least two candidates be
placed before the shareholders for each board vacancy; and

4. 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, 1995, 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 Assistant 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/ Mary B. LeMont
MARY B. LeMONT
Assistant Secretary

April 12, 1995

DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------

1. ELECTION OF DIRECTORS: Joe L. Allbritton, Barbara B. Allbritton, Robert L.
Allbritton, Frederick L. Bollerer, 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, 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 TO VOTE *EXCEPTIONS (AS MARKED
LISTED ABOVE [X] FOR NOMINEES LISTED ABOVE [X] TO THE CONTRARY BELOW) [X]

(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. Shareholder Proposal to require that the Board of Directors take the
necessary steps to change the Annual Meeting date of the Corporation to the
second Monday in May.

FOR [X] AGAINST [X] ABSTAIN [X]

3. Shareholder Proposal to require that the Board of Directors take the
necessary steps to provide that at least two candidates be placed before the
shareholders for each board vacancy.

FOR [X] AGAINST [X] ABSTAIN [X]

4. Other Matters.

Address Change and/or
Comments Mark Here [X]

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

Dated: , 1995
--------------------------------------

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

Votes MUST be indicated
(x) in Black or Blue ink. [X]

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