RIGGS NATIONAL CORP, DEF 14A, 1997-04-17

RIGGS NATIONAL CORP
DEF 14A, 1997-04-17
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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 Rule 14a-11(c) or Rule 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] No fee required.

[ ] 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:

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

(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

- --------------------------------------------------------------------------------
<PAGE> 2

[RIGGS LOGO]

RIGGS NATIONAL CORPORATION
1503 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20005

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 1997

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Riggs National Corporation (the "Corporation") will be held on
Wednesday, May 14, 1997, at 9:30 a.m. local time at the Park Hyatt Washington
Hotel, 1201 24th Street, N.W., Washington, D.C. 20037, for the following
purposes:

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

2. To consider and act upon a shareholder proposal; and

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

Shareholders of record at the close of business on March 31, 1997, will be
entitled to vote at the Meeting or any adjournment or postponement 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/ LINDA A. MADRID

LINDA A. MADRID
Corporate Secretary

April 17, 1997
<PAGE> 3

[RIGGS LOGO]

RIGGS NATIONAL CORPORATION
1503 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20005

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON MAY 14, 1997

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Riggs National Corporation (the "Board"), 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 14,
1997, at 9:30 a.m. local time at the Park Hyatt Washington Hotel, 1201 24th
Street, N.W., Washington, D.C. 20037, or at any adjournment or postponement
thereof. The Corporation owns all of the outstanding stock of Riggs Bank
National Association ("Riggs Bank N.A.").

Shareholders of record at the close of business on March 31, 1997 (the
"Record Date"), will be entitled to notice of, and to vote at, the Meeting. On
the Record Date, the Corporation had 30,374,496 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
the holders 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 that 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 and the Corporation's By-Laws, in order for a director to be
elected, the director must receive a plurality of the votes of the holders 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 first
being sent to shareholders on or about April 17, 1997. 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 proposal 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.

The Annual Report to Shareholders, including financial statements for the
year ended December 31, 1996, is enclosed with this Proxy Statement.

1
<PAGE> 4

ELECTION OF DIRECTORS

At the Meeting, 8 directors (which will constitute the entire Board 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 Board currently consists of 24 directors; however, pursuant to a
resolution of the Board, the Board will be reduced to 8 directors following the
Meeting. The shares of Common 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 unless the Board votes to reduce the size of the
Board to the actual number of nominees. In no event may the proxies be voted for
a greater number of persons than the number of nominees named.

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 and business experience of the nominee during the
past five years, including all positions and offices with the Corporation, (iv)
other directorships of companies and organizations held by the nominee, and (v)
the number of shares of Common Stock beneficially owned by each nominee as of
January 31, 1997. All nominees are currently directors of the Corporation. All
current directors of the Corporation also serve as directors of Riggs Bank N.A.
The table has been prepared from information obtained from the nominees.

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
JANUARY 31, 1997,
NAME, AGE AND YEAR PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE AND PERCENTAGE OF
BECAME A DIRECTOR IN LAST FIVE YEARS, OTHER DIRECTORSHIPS CLASS(1)
- ------------------- --------------------------------------------------- ------------------
<S> <C> <C>
JOE L. ALLBRITTON Chairman of the Board and Chief Executive Officer 12,030,000(2)(3)
Age 72 of the Corporation; Chairman of the Board of Riggs 37.3%
1981 Bank N.A. (a subsidiary of the Corporation);
Chairman of Riggs & Co. (a division of Riggs Bank
N.A.); Chief Executive Officer of Riggs Bank N.A.
(1982-1993); Chairman of the Board and owner of
Perpetual Corporation, which owns Allbritton
Communications Company (owner of television
stations) and Allnewsco, Inc. (news programming
service); Chairman of the Board and owner of
Westfield News Advertiser, Inc. (owner of a
television station and newspapers); Chairman of the
Board and owner of University Bancshares, Inc.
(Texas bank holding company); Trustee, National
Geographic Society.

ROBERT L. Director, Executive Vice President and Chief 1,250,400(4)
ALLBRITTON Operating Officer, Allbritton Communications 4.1%
Age 27 Company; Director, Perpetual Corporation; Director,
1994 Allnewsco, Inc.; Director and Vice Chairman of the
Board, University Bancshares, Inc.; Director and
Vice President, The Allbritton Foundation; Director
and President, Harrisburg Television, Inc.;
Director and Vice President, Allbritton Group,
Inc.; Director and President, Allfinco, Inc.;
Director, Allbritton News Bureau, Inc.; Director
and Vice President, TV Alabama Inc.; Director and
Vice President, Allbritton Jacksonville, Inc.
</TABLE>

2
<PAGE> 5

LAWRENCE I. President and Director, Perpetual Corporation; Vice 11,000
HEBERT Chairman, President and Director, Allbritton
Age 50 Communications Company; Director, Allnewsco, Inc.;
1988 President, Westfield News Advertiser, Inc.; Vice
President, University Bancshares, Inc.; Director,
Allied Capital Corporation II.

STEVEN B. Partner and Head of the International Department, 8,830
PFEIFFER Fulbright & Jaworski L.L.P. (law firm); Chairman
Age 50 Emeritus of the Board of Trustees, Wesleyan
1989 University (Connecticut).(6)

ROBERT L. Vice Chairman of the Board of the Corporation; 11,036(7)
SLOAN Chief Executive Officer, Sibley Memorial Hospital,
Age 50 Washington, D.C.; Past Chairman, District of
1993 Columbia Hospital Association; Founding Director,
Potomac Home Health Care Agency; Director,
Community of Hope, Inc.

JACK Chairman and Chief Executive Officer, Motion 6,793(8)
VALENTI Picture Association; Director, American Film
Age 75 Institute.
1986

EDDIE N. President, Joint Center for Political and Economic 3,000
WILLIAMS Studies; Director, Harrah's Entertainment, Inc.;
Age 64 Director, Harrah's Jazz Finance Corporation;
1993 Director, Blue Cross/Blue Shield of the National
Capital Area.
</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 of January
31, 1997, 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.

(2) See "Beneficial Ownership of Corporation Stock," Notes 2 and 3, page 5.

(3) This amount includes exercisable options to purchase 1,854,000 shares of the
Corporation's Common Stock held by Mr. Allbritton as of January 31, 1997.

(4) Under the federal securities laws, Robert L. Allbritton, the son of Joe L.
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. See "Beneficial Ownership of Corporation Stock," Note 2, page 5.

(5) This amount includes exercisable options to purchase 43,750 shares of the
Corporation's Common Stock held by Mr. Coughlin as of January 31, 1997.

(6) Mr. Pfeiffer is a partner in the law firm of Fulbright & Jaworski L.L.P.
This law firm performed legal services for the Corporation during 1996 and
is expected to perform legal services for the Corporation in 1997.

(7) Included in this total are 3,716 shares of Phantom Stock (see "Director
Compensation," page 4).

(8) Included in this total are 3,993 shares of Phantom Stock (see "Director
Compensation," page 4).

3
<PAGE> 6

BOARD AND COMMITTEE MEETINGS

The Board 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.

The Executive Committee of the Corporation exercises the power of the Board
between meetings of the Board and such other powers as the Board may delegate.
The Executive Committee held four meetings during 1996. The committee members
during 1996 were directors Joe L. Allbritton, Barbara B. Allbritton, Fred L.
Bollerer, Timothy C. Coughlin, Ronald E. Cuneo, Floyd E. Davis, III, James E.
Fitzgerald, Heather S. Foley, Lawrence I. Hebert, Timothy A. Lex and Robert L.
Sloan.

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 four meetings during 1996. The committee members during 1996 were
directors Calvin Cafritz, Michela A. English, James E. Fitzgerald, David J.
Gladstone, Steven B. Pfeiffer and Robert L. Sloan.

The Compensation Committee of the Corporation assists the Board 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 N.A. (the "Joint
Compensation Committee"). The Joint Compensation Committee met five times in
1996. The committee members during 1996 were directors Charles A. Camalier, III,
Ronald E. Cuneo, Michela A. English, James E. Fitzgerald and Michael J. Jackson.
See page 10 for the Joint Compensation Committee Report to Shareholders on
fiscal year 1996 compensation programs.

The Board held seven meetings in 1996 and the various Committees of the
Board, including those listed above, met a total of 22 times. Of the directors
serving during 1996, directors Michela A. English, Leo J. O'Donovan, S.J. and
Jack Valenti attended fewer than 75% of the aggregate of the total number of
meetings during 1996 of the Board and of the committees on which they served.

SECTION 16(a) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and rules promulgated
under it require that certain officers, directors and beneficial owners of the
Corporation's equity securities ("insiders") file various reports with the
Securities and Exchange Commission ("SEC"). Based solely on its review of the
copies of such forms received by it, or written representations from certain
reporting persons that all required forms were filed, the Corporation believes
that all of the Corporation's insiders have timely filed the reports under
Section 16(a) required to be filed in 1996, except that one report filed by
Heather S. Foley was delayed as a result of the Corporation inadvertently
providing the form to her late.

DIRECTOR COMPENSATION

Directors of the Corporation and Riggs Bank N.A. 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 an additional retainer fee of $2,500 per year, and
the Chairman of the Audit Committee, who receives an additional retainer fee of
$25,000 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 to have such
deferred amounts treated as having been invested in cash, shares of the
Corporation's Common Stock (the deferred stock is known as "Phantom 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 N.A. on
certificates of deposit with a one-year maturity. Shares of Phantom Stock
acquired under the plan are priced at the closing market price of such shares on
the date on which fee payment is deferred.

4
<PAGE> 7

BENEFICIAL OWNERSHIP OF CORPORATION STOCK

The following table sets forth information, as of January 31, 1997,
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) executive officers and directors (including
nominees) of the Corporation and executive officers of Riggs Bank N.A. as a
group:

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
BENEFICIAL OWNERS OF COMMON STOCK OWNERSHIP(1) CLASS
--------------------------------------------------- ------------ ----------
<S> <C> <C>
Joe L. Allbritton.................................. 12,030,000(2)(3) 37.3%
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Barbara B. Allbritton.............................. 2,581,732(4) 8.5%
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Fred L. Bollerer................................... 124,400(5)
Timothy C. Coughlin................................ 53,750(6)
John L. Davis...................................... 32,834(7)
Timothy A. Lex..................................... 28,334(8)
All executive officers and directors (including
nominees) of the Corporation and executive
officers of Riggs Bank N.A. as a group (30
persons)......................................... 12,734,169(9) 39.1%
</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 of January
31, 1997, 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
8,926,000 of these shares. Pursuant to the federal securities laws, included
among these 8,926,000 shares are 675,511 shares owned by Allwin, Inc., which
is wholly owned by him. In addition, 1,250,000 shares are 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, Page 5. He disclaims beneficial ownership of an
additional 1,732 shares owned by Barbara B. Allbritton.

(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 SEC.

(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 8,926,000 shares
beneficially owned by Joe L. Allbritton, including shares owned by Allwin,
Inc.

(5) This amount includes exercisable options to purchase 124,000 shares of the
Corporation's Common Stock held by Mr. Bollerer as of January 31, 1997.

(6) See Note 5, page 3.

(7) This amount includes exercisable options to purchase 31,334 shares of the
Corporation's Common Stock held by Mr. Davis as of January 31, 1997.

5
<PAGE> 8

(8) This amount includes exercisable options to purchase 27,334 shares of the
Corporation's Common Stock held by Mr. Lex as of January 31, 1997.

(9) Of the 12,734,169 shares which are beneficially held by the executive
officers and directors (including nominees) of the Corporation and executive
officers of Riggs Bank N.A., 2,158,086 are options which have vested and are
exercisable.

COMPENSATION OF EXECUTIVE OFFICERS

The annual and other compensation paid by the Corporation and Riggs Bank
N.A. for 1996, 1995 and 1994 to each of the five most highly compensated
executive officers of the Corporation, including certain officers of Riggs Bank
N.A., and the capacities in which they are currently serving, are set forth
below:

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------ ------------
(a) (b) (c) (d) (e) (f) (g)
OTHER SECURITIES
NAME AND PRINCIPAL ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- -------------------------- ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Joe L. Allbritton......... 1996 $380,000 $ -- (1) -- 1,224,000 $ 65,768(1)
Chairman of the Board 1995 380,000 570,000 -- 300,000 58,255
and Chief Executive 1994 380,000 380,000 -- 430,000 61,700
Officer of the
Corporation; Chairman of
the Board of Riggs Bank
N.A.

Fred L. Bollerer.......... 1996 300,000 90,000(2) -- 10,000 7,330(2)
President and Chief 1995 300,000 300,000 -- 30,000 2,623
Executive Officer of 1994 259,039 150,000 -- 75,000 2,158
Riggs Bank N.A.

Timothy C. Coughlin....... 1996 300,000 120,000(3) -- 25,000 6,314(3)
President of the 1995 300,000 150,000 -- 15,000 1,580
Corporation 1994 350,000 52,500 -- -- 3,207

John L. Davis............. 1996 179,615 64,750(4) -- 20,000 6,573(4)
Chief Financial Officer 1995 164,231 38,466 -- 25,000 1,305
of the Corporation; 1994 155,000 23,250 -- -- 1,174
Executive Vice President
and Chief Financial
Officer of Riggs Bank
N.A.

Timothy A. Lex............ 1996 197,115 80,000(5) -- 35,000 5,483(5)
Executive Vice President 1995 164,200 31,316 129,426(5) 10,000 76,228(5)
and Chief Operating 1994 162,000 24,300 313,444(5) -- 951
Officer of Riggs Bank
N.A.
</TABLE>

- ---------------
(1) Mr. Allbritton requested that the Board of Directors not include him in the
1996 Bonus Plan. See "1996 Compensation, The Chief Executive Officer of the
Corporation," found under "Joint Compensation Committee Report to
Shareholders," page 10 for additional comments.

The $65,768 of "All Other Compensation" reported in column (g) for 1996
represents the economic benefit attributable to group term life insurance
coverage and the Split Dollar Life Insurance Plan applicable to certain key
employees of the Corporation and its subsidiaries at the level of senior
vice president and above.

(2) Fred L. Bollerer was awarded a bonus amount of 30% of base salary based on
his contribution to the Corporation's exceeding its performance goal in
1996. For a discussion of the payment of incentives based on the
Corporation's 1996 performance, see "1996 Compensation, The President and
Chief Executive Officer of Riggs Bank N.A.," found under "Joint Compensation
Committee Report to Shareholders," pages 10 and 11.

6
<PAGE> 9

Of the $7,330 of "All Other Compensation" reported in column (g) for 1996,
$2,780 represents the economic benefit attributable to group term life
insurance coverage and the Split Dollar Life Insurance Plan, and $4,550 is
attributable to matching contributions to the Riggs Bank N.A. Employees'
Savings Plan account of Mr. Bollerer.

(3) Timothy C. Coughlin was awarded a bonus amount of 40% of base salary based
on his contribution to the Corporation's exceeding its performance goal in
1996. For a discussion of the payment of incentives based on the
Corporation's 1996 performance, see "1996 Compensation, Other Executive
Officers," found under "Joint Compensation Committee Report to
Shareholders," page 11.

Of the $6,314 of "All Other Compensation" reported in column (g) for 1996,
$1,764 represents the economic benefit attributable to the Split Dollar Life
Insurance Plan and $4,550 is attributable to matching contributions to the
Riggs Bank N.A. Employees' Savings Plan account of Mr. Coughlin.

(4) John L. Davis was awarded a bonus amount of 35% of base salary based on his
contribution to the Corporation's exceeding its performance goal in 1996.
For a discussion of the payment of incentives based on the Corporation's
1996 performance, see "1996 Compensation, Other Executive Officers," found
under "Joint Compensation Committee Report to Shareholders," page 11.

Of the $6,573 of "All Other Compensation" reported for John L. Davis in
column (g) for 1996, $2,023 represents the economic benefit attributable to
group term life insurance coverage and the Split Dollar Life Insurance Plan,
and $4,550 is attributable to matching contributions to the Riggs Bank N.A.
Employees' Savings Plan account of Mr. Davis.

(5) Timothy A. Lex was awarded a bonus amount of 40% of base salary based on his
contribution to the Corporation's exceeding its performance goal in 1996.
For a discussion of the payment of incentives based on the Corporation's
1996 performance, see "1996 Compensation, Other Executive Officers," found
under "Joint Compensation Committee Report to Shareholders," page 11.

Of the $5,483 of "All Other Compensation" reported for Mr. Lex in column (g)
for 1996, $933 represents the economic benefit attributable to group term
life insurance coverage and the Split Dollar Life Insurance Plan, and $4,550
is attributable to matching contributions to the Riggs Bank N.A. Employees'
Savings Plan account of Mr. Lex.

Of the $129,426 of "Other Annual Compensation" reported for Timothy A. Lex
in column (e) for 1995, $129,378 (99.96%) represents overseas cost-of-living
adjustments, tax gross-ups and other payments to Mr. Lex to provide him with
equivalent compensation and living expenses while posted with Riggs Bank
N.A.'s London operation. All (100%) of the $313,444 reported in column (e)
for 1994 represents such overseas cost-of-living adjustments.

Of the $76,228 of "Other Compensation" reported for Mr. Lex in column (g)
for 1995, $75,408 represents the economic benefit attributable to relocation
expenses paid on Mr. Lex's behalf by the Corporation.

7
<PAGE> 10

STOCK OPTION GRANTS IN 1996

<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES EXERCISE EXPIRATION PRESENT
NAME GRANTED IN 1996 PRICE DATE VALUE($)(1)
---- ---------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Joe L. Allbritton(2)(3)................... 224,000 14.7% $12.00 4/9/06 $ 938,717
1,000,000 65.8 12.38 7/9/06 4,388,400
Fred L. Bollerer(4)....................... 10,000 0.7 12.00 4/9/06 41,542
Timothy C. Coughlin(4).................... 25,000 1.6 12.00 4/9/06 103,855
John L. Davis(4).......................... 20,000 1.3 12.00 4/9/06 83,084
Timothy A. Lex(4)......................... 35,000 2.3 12.00 4/9/06 145,397
</TABLE>

- ---------------
(1) The grant date present value estimate reflected in the above table has been
developed solely for purposes of comparative disclosure in accordance with
the rules and regulations of the SEC, and does not necessarily reflect the
Corporation's view of the appropriate value or methodology for the purposes
of financial reporting. This hypothetical value, determined by the
Black-Scholes model, is based on the following assumptions:

- Exercise price is equal to the market value on the day of grant;

- The annual dividend rate is 1.6667% for options maturing April 9, 2006,
and 1.6162% for options maturing July 9, 2006;

- Price volatility is based on weekly data for the preceding one-year
period;

- The risk-free rate is 6.44% for options maturing April 9 and July 9,
2006, for the expected term of the options with a yield of comparable
maturing Treasury securities; and

- There is an 18% discount for forfeiture of unexercised shares.

These assumptions are based upon historical experience and are not a
forecast of future stock price performance or volatility or of future
dividend policy.

There is no assurance that the value received by an executive will be at
or near the value estimated by the Black-Scholes model. The actual value of
options will depend on the market value of the Corporation's Common Stock on
the dates upon which the options are exercised. No realization of value from
the options is possible without an increase in the price of the
Corporation's Common Stock, which would benefit all shareholders.

(2) On April 10, 1996 (the "April Grant Date"), the Joint Compensation Committee
recommended, and the Board approved, a stock option grant to the Chairman
and Chief Executive Officer. Mr. Allbritton was awarded the option to
purchase 224,000 shares of the Corporation's Common Stock. Pursuant to the
Corporation's 1993 and 1994 Stock Option Plans, as approved by shareholders,
the option was granted at a price equal to the closing price of such stock
on the April Grant Date. The option vested and became exercisable upon
grant.

(3) On July 10, 1996 (the "July Grant Date"), the Joint Compensation Committee
recommended, and the Board approved, a stock option grant to the Chairman
and Chief Executive Officer. Mr. Allbritton was awarded the option to
purchase 1,000,000 shares of the Corporation's Common Stock. Pursuant to the
Corporation's 1996 Stock Option Plan, as approved by shareholders, the
option was granted at a price equal to the closing price of such stock on
the July Grant Date. The option vested upon grant and is exercisable as
follows: (1) upon achievement of specific and aggressive stock performance
criteria; or (2) upon a "change of control" of the Corporation, as defined
in the Corporation's 1996 Stock Option Plan.

(4) On the April Grant Date, the Joint Compensation Committee recommended, and
the Board approved, stock option grants to senior executive officers.
Messrs. Bollerer, Coughlin, Davis and Lex were awarded options to purchase
10,000, 25,000, 20,000, and 35,000 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 closing price of such stock on the April Grant Date. These options
vest and become exercisable as follows: (1) 40% on the April Grant Date; (2)
the remaining 60% equally over the following two years on the respective
grant date anniversaries.

8
<PAGE> 11

STOCK OPTION EXERCISES IN 1996/FY-END OPTION VALUES

<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
SHARES OPTIONS AT FY-END OPTIONS, FY-END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- -------------------- -----------------------
<S> <C> <C> <C> <C>
Joe L. Allbritton.............. -- -- 1,854,000 / 100,000 $10,540,100 / $662,500
Fred L. Bollerer............... -- -- 124,000 / 11,000 981,000 / 72,750
Timothy C. Coughlin............ -- -- 43,750 / 21,250 315,938 / 130,313
John L. Davis.................. -- -- 31,334 / 33,666 347,000 / 185,250
Timothy A. Lex................. -- -- 27,334 / 27,666 180,172 / 158,579
</TABLE>

RETIREMENT BENEFITS

Senior officers of the Corporation and its subsidiaries are eligible to
receive pension benefits under the Riggs Amended Pension Plan. Effective
December 31, 1995, the benefit formula for determining the pension benefit
payable under the plan is 1% times the officer's average compensation for each
year of service up to a maximum of 30 years. However, if a greater benefit would
result under plan provisions in effect prior to December 31, 1995, based on
average compensation and years of service prior to December 31, 1995, an
officer's pension benefit payable under the plan is protected at that level.

Average compensation is limited by the Riggs Amended Pension Plan to base
salary. In accordance with applicable tax code provisions, base salary has been
limited since 1989. Base salary was limited to $150,000 for 1996. Applying the
formula, the estimated annual pension benefit for each of the highest paid
executive officers, assuming each retired as of his normal age (or his current
age if later), is as follows: Mr. Allbritton $96,227; Mr. Bollerer $19,398; Mr.
Coughlin $50,529; Mr. Davis $19,250; and Mr. Lex $43,950.

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 and becomes vested in the benefits in the
plan, including accelerating the vesting of benefits to any participant. Under
parameters adopted by the Joint Compensation Committee, the level of benefits is
based on the participant's functional responsibility. Upon the latter 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 on the parameters set by the Joint Compensation Committee,
the annual benefit payable to each of Messrs. Allbritton, Bollerer and Coughlin
would be $40,000. The annual benefit payable to Messrs. Davis and Lex would be
$15,000 and $25,000, respectively.

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 N.A. and Riggs Bank Europe Limited 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 collectability or present other
unfavorable features.

9
<PAGE> 12

OTHER

During 1996, the Corporation purchased equipment and software from Wang
Federal, Inc. Ronald E. Cuneo (a member of the Board during 1996) was President
of Wang Federal, Inc. at the time of purchase. Total expenditures equaled $1.0
million in 1996 and were capitalized by the Corporation.

JOINT COMPENSATION COMMITTEE REPORT TO SHAREHOLDERS

GENERAL

The Compensation Committee of Riggs National Corporation meets in joint
session with the Compensation Committee of Riggs Bank N.A. The Joint
Compensation Committee is responsible for:

- reviewing the overall salary administration program for the
Corporation and Riggs Bank N.A. and its subsidiaries (the "Riggs
Group");

- reviewing and making recommendations concerning annual salary programs
and bonus programs for the Riggs Group;

- reviewing and making recommendations to the Board 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 any changes requiring Board approval.

In 1996, the Joint Compensation Committee established a compensation
framework for executive officers in which executives' pay was directly linked to
the financial success of the bank. Specifically, the 1996 plan focused on two
areas: (1) paying competitive market rates of pay; and (2) rewarding financial
performance through a bonus plan based on an aggressive return on average assets
("ROA") goal and net income goal.

1996 COMPENSATION

THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION. Joe L. Allbritton
continued to serve as Chairman of the Board and Chief Executive Officer of the
Corporation throughout 1996, during which the Corporation substantially improved
its financial position. Under the Chairman's leadership, the Corporation earned
$65.9 million and exceeded its ROA goal.

In 1996, Mr. Allbritton continued voluntarily to maintain his base salary
at the same level as in 1995, 1994, 1993, and 1992. Per his request of the
Board, Mr. Allbritton was not included in the Corporation's 1996 Bonus Plan and
was not paid a bonus.

In April 1996, Mr. Allbritton was granted options to purchase 224,000
shares of the Corporation's Common Stock at a price of $12.00 per share. This
option vested and became exercisable on the date of the grant, April 10, 1996.
Additionally, on July 10, 1996, Mr. Allbritton was granted the option to
purchase 1,000,000 shares of the Corporation's Common Stock at a price of $12.38
per share. This option vested upon grant, but became exercisable upon the
Corporation's achievement of specific and aggressive stock performance criteria.
These options were granted to Mr. Allbritton in recognition of his personal role
in the Corporation's outstanding financial success and the Board's high regard
for him and his contributions to the Corporation.

THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF RIGGS BANK N.A. Fred Bollerer
continued to serve as President and Chief Executive Officer of Riggs Bank N.A.
during 1996.

Mr. Bollerer's 1996 base salary remained at the same level as 1995. Because
the Corporation exceeded its ROA goal and net income target, the Joint
Compensation Committee recommended, and the Board approved, a bonus payment to
Mr. Bollerer.

In April 1996, Mr. Bollerer was granted under the Corporation's 1994 Stock
Option Plan the option to purchase 10,000 shares of the Corporation's Common
Stock at $12.00 per share. This option shall vest and

10
<PAGE> 13

become exercisable as follows: (1) 40% on date of grant, April 10, 1996; and (2)
the remaining 60% vesting and being exercisable in equal parts on the following
two anniversary dates of the grant.

In determining Mr. Bollerer's incentive compensation, the Joint
Compensation Committee sought to create an overall compensation package that
would recognize Mr. Bollerer's ability to enhance the Corporation's financial
performance and reward him accordingly.

OTHER EXECUTIVE OFFICERS. The Joint Compensation Committee established a
performance-based incentive plan for executive officers in 1996 under which
bonuses were paid to officers based on both the Corporation's achievement of
specified targets for 1996 ROA and net income and the executives' performance.
The Corporation used a systematic evaluation approach to appraise all officer
performance, including that of its senior officers.

Additionally, stock option grants were made in 1996 based on corporate
level and individual performance in 1996. See "Stock Option Grants in 1996,"
page 8, for a description of the stock options granted to executive officers.

1997 COMPENSATION

The Board has approved a performance-based incentive plan for executive
officers in 1997.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Internal Revenue Code Section 162(m) does not permit the Corporation to
deduct certain nonperformance-based compensation in excess of $1 million per
taxable year paid to the Chief Executive Officer or the four most highly
compensated employees named in the Proxy Statement.

For 1996, all compensation earned by the Corporation's five highest paid
officers was completely deductible. When applicable, the Joint Compensation
Committee will review the adoption of a policy regarding Section 162(m).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Joint Compensation Committee presently consists of the below-named five
directors, none of whom are present or former officers or employees of the
Corporation or any of its subsidiaries. No executive officer of the Corporation
serves as an officer, director or member of a compensation committee of any
entity whose executive officer served on the Joint Compensation Committee or as
a director of the Corporation. During fiscal year 1996, Joint Compensation
Committee members Cuneo, English and Fitzgerald, or their associates, had
outstanding loans with lending subsidiaries of the Corporation 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 collectability or present other unfavorable
features.

Respectfully Submitted,

Ronald E. Cuneo, Chairman
James E. Fitzgerald
Charles A. Camalier, III
Michael J. Jackson
Michela A. English

11
<PAGE> 14

STOCK PERFORMANCE CHART

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

[GRAPH]

<TABLE>
<CAPTION>
Measurement Period Riggs National Middle Atlantic NASDAQ National
(Fiscal Year Covered) Corporation Banks(1) Market
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 238.24 141.16 116.38
1993 202.94 164.16 133.59
1994 197.06 159.59 130.59
1995 305.88 255.42 184.67
1996 410.47 366.52 227.16
Assumes $100 invested on
December 31, 1991.
Assumes dividends reinvested to
fiscal year ended
December 31, 1996
</TABLE>

- ---------------
(1) A list of the 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., 7th
Floor, Washington, D.C. 20006.

12
<PAGE> 15

SHAREHOLDER PROPOSAL

GENERAL

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue,
N.W., Suite 215, Washington, D.C. 20032, 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."

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

"Last year the owners of 1,747,636 shares, representing approximately 8.27%
of shares voting, voted FOR this proposal."

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

BOARD OF DIRECTORS RECOMMENDATION

The Board recommends a vote AGAINST this proposal. A substantially similar
proposal was submitted at both the 1995 and 1996 Annual Meetings and was soundly
defeated on each occasion (with over 91% of the votes cast each year voting
against the proposal). Your directors have once again considered this proposal,
and continue to believe that its adoption would not be in the best interests of
the Corporation.

Under the Corporation's By-Laws, the Board currently has the discretion to
set the date of the Annual Meeting to the time and day best suited for the
meeting. Therefore, the Board already has sufficient flexibility 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 specifically to the second Monday in May without regard for
the Board's determination of the best possible date, the Board would lose such
flexibility. The proposal would impose an undue burden on the Board without
justification.

The 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 date set by another corporation. The
Corporation, however, cannot rely on or predict the dates of other corporations'
annual meetings nor can it reasonably be expected to set the schedule for its
Annual Meeting according to such dates.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

13
<PAGE> 16

SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING

The Board anticipates that the next Annual Meeting of Shareholders will be
held on or about May 13, 1998. A shareholder who intends to present a proposal
at the 1998 Annual Meeting must submit the written text of the proposal to the
Corporation no later than December 8, 1997, 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
N.A. 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.

OTHER MATTERS

This proxy is solicited on behalf of the Board. 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 N.A., who will not be additionally
compensated therefor, or by the Corporation's transfer agent (The 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
solicitation materials by brokers, nominees, fiduciaries and other custodians to
their principals.

The Board 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.

ANNUAL REPORT ON FORM 10-K

A copy of the Annual Report on Form 10-K, as filed with the SEC, is
available without charge upon written request to James T. Duke, Investor
Relations, at corporate headquarters.

By Order of the Board of Directors,

/s/ LINDA A. MADRID

LINDA A. MADRID
Corporate Secretary

14
<PAGE> 17
[RIGGS LOGO]

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

RIGGS NATIONAL CORPORATION

Proxy for 1997 Annual Meeting of Shareholders

The undersigned hereby appoints Herman B. Gohn, Russell C. Lindner and
Edward J. Miller 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,
1997, at the Annual Meeting of Shareholders to be held at the Park Hyatt
Washington Hotel, 1201 24th Street, N.W., Washington, D.C. 20037, on May 14,
1997, 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" ITEM 2,
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.)

RIGGS NATIONAL CORPORATION
P.O. BOX 11185
NEW YORK, N.Y. 10203-0185

<PAGE> 18
RIGGS NATIONAL CORPORATION
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 1997

Notice is hereby given that the Annual Meeting of Shareholders (the "Meeting")
of Riggs National Corporation (the "Corporation") will be held on Wednesday,
May 14, 1997, at 9:30 a.m. local time, at The Park Hyatt Washington Hotel, 1201
24th Street, N.W., Washington, D.C. 20037, for the following purposes:

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

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 any other matters that may properly be brought
before the Meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on March 31, 1997, will be
entitled to vote at the Meeting or any adjournment or postponement 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/ LINDA A. MADRID

LINDA A. MADRID
Corporate Secretary

April 17, 1997

DETACH PROXY CARD HERE

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

<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS: FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below /X/ for all nominees listed below /X/ /X/

Nominees: Joe L. Albritton, Robert L. Albritton, Timothy C. Coughlin, Lawrence
E. Hebert, Steven B. Pfeiffer, Robert L. Sloan, Jack Valenti, Eddie N. Williams
(INSTRUCTIONS: 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 3. Other Matters.
necessary steps to change the Annual Meeting date of the Corporation to the
second Monday in May.
</TABLE>

FOR /X/ AGAINST /X/ ABSTAIN /X/

Change of Address 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: 1997
----------------------------

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

Please date, sign and return VOTES MUST BE INDICATED
promptly in the accompanying (X) in Black or Blue ink. /X/
envelope.