RIGGS NATIONAL CORP, PRE 14A, 1998-03-03

RIGGS NATIONAL CORP
PRE 14A, 1998-03-03
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

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:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] 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):

[ ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 APRIL 15, 1998

Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Riggs National Corporation (the "Corporation") will be held on
Wednesday, April 15, 1998, at 9:30 a.m., local time, at the JW Marriott Hotel,
1331 Pennsylvania Avenue, N.W., Washington, D.C. 20004, for the following
purposes:

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

2. To consider and act upon a proposal to approve certain amendments to
the Corporation's 1993, 1994 and 1996 Stock Option Plans;

3. To consider and act upon a proposal to approve certain other
amendments to the Corporation's 1996 Stock Option Plan;

4. To consider and act upon a proposal to approve the 1997 Non-Employee
Directors Stock Option Plan;

5. To consider and act upon a proposal to approve certain amendments to
the Corporation's Certificate of Incorporation;

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

7. 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 February 27, 1998, 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
Assistant Corporate 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/ TIMOTHY C. COUGHLIN

TIMOTHY C. COUGHLIN
President

March 13, 1998
<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 APRIL 15, 1998

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") 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, April
15, 1998, at 9:30 a.m. local time at the JW Marriott Hotel, 1331 Pennsylvania
Avenue, N.W., Washington, D.C. 20004, 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 February 27, 1998 (the
"Record Date"), will be entitled to notice of, and to vote at, the Meeting. On
the Record Date, the Corporation had 30,575,788 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 voting authority with respect to
such election or proposal fails to so vote.

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 proposals to
be presented to shareholders at the Meeting, such proposals must be approved by
the affirmative vote of the holders of a majority of Common Stock present in
person or represented by proxy at the Meeting and, for voting purposes,
abstentions will be counted as "no" votes and "broker non-votes" will not be
counted.

This Proxy Statement and the accompanying proxy are dated and are first
being sent to shareholders on or about March 13, 1998. Shares of Common Stock
represented by proxies that are properly executed and received in time for the
Meeting will be voted in accordance with the shareholders' specifications. In
the absence of specific instructions, executed proxies received in response to
this solicitation will be voted for the election of the persons listed herein as
directors, for the Corporation proposals described herein 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
Assistant Corporate Secretary of the Corporation, by executing and delivering a
proxy bearing a later date, or by attending the Meeting and voting in person.

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<PAGE> 4

The voting list will be available for inspection by shareholders of the
Corporation at least ten days prior to the Meeting at the office of the
Corporation located at 1503 Pennsylvania Avenue, N.W., Washington, D.C. 20005.

The Annual Report to Shareholders, including financial statements for the
year ended December 31, 1997, is enclosed with this Proxy Statement.

ELECTION OF DIRECTORS

At the Meeting, nine (9) 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 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, 1998. All nominees are currently directors of the Corporation. The
table has been prepared from information obtained from the nominees.

2
<PAGE> 5

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
JANUARY 31, 1998,
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>
ROBERT L. Director, Riggs Bank Europe Limited (an indirect 1,011,526(3)
ALLBRITTON subsidiary of the Corporation); Director, Executive 3.0%
Age 28 Vice President and Chief Operating Officer,
1994 Allbritton Communications Company (owner of
television stations); Director, Perpetual
Corporation (owner of Allbritton Communications
Company and Allnewsco, Inc.); Director, Allnewsco,
Inc. (news programming service); Director,
University Bancshares, Inc. (a Texas bank holding
company) (1992-1997); Trustee and Vice President,
The Allbritton Foundation; Director and President,
Harrisburg Television, Inc. (owner of a television
station); Director and Vice President, Allbritton
Group, Inc. (a television broadcasting holding
company); Director and President, Allfinco, Inc. (a
subsidiary of Allbritton Communications Company);
Director, Allbritton News Bureau, Inc. (news
production equipment); Director and Vice President,
TV Alabama, Inc. (owner of television stations);
Director and Vice President, Allbritton
Jacksonville, Inc. (owner of television stations).
TIMOTHY C. President of the Corporation; Director, Riggs 102,521(4)
COUGHLIN Investment Management Corporation (an indirect
Age 55 subsidiary of the Corporation); Director, Riggs
1988 Asia Limited (an indirect subsidiary of the
Corporation); Vice Chairman of the Board, Riggs
Bank N.A. (1996); Chairman, British American
Business Association; Treasurer, The Bankers
Roundtable; Trustee, Federal City Council; Trustee,
Greater Washington Research Center ; Member, D.C.
Tax Revision Commission; Chairman, Boys and Girls
Clubs of Greater Washington; Chairman, The Paul
Berry Academic Scholarship Foundation, Inc.;
Trustee, Corcoran Gallery of Art.
JOHN M. FAHEY, JR. President and Chief Executive Officer (effective 1,000
Age 46 March 1, 1998), National Geographic Society;
1997 Executive Vice President and Chief Operating
Officer, National Geographic Society (1997-1998);
President and Chief Executive Officer, National
Geographic Ventures (1996-1997); Chairman,
President and Chief Executive Officer, Time Life,
Inc. (a subsidiary of Time Warner, Inc.)
(1989-1995).
</TABLE>

3
<PAGE> 6

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
JANUARY 31, 1998,
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>
LAWRENCE I. HEBERT Director, Riggs Investment Management Corporation 11,000
Age 51 (an indirect subsidiary of the Corporation);
1988 Director, Riggs Bank Europe Limited (an indirect
subsidiary of the Corporation); President and
Director, Perpetual Corporation (owner of
Allbritton Communications Company and Allnewsco,
Inc.); Vice Chairman, President and Director,
Allbritton Communications Company (owner of
television stations); Director, Allnewsco, Inc.
(news programming service); President, Westfield
News Advertiser, Inc. (owner of a television
station and newspapers); Vice President, University
Bankshares, Inc. (a Texas bank holding company)
(1975-1997); Director, Allied Capital Corporation
(an investment company).
STEVEN B. PFEIFFER Director, Riggs Bank Europe Limited (an indirect 8,849
Age 51 subsidiary of the Corporation); Partner and Head of
1989 the International Department, Fulbright & Jaworski
L.L.P. (law firm); Chairman Emeritus of the Board
of Trustees, Wesleyan University (Connecticut).(5)
ROBERT L. SLOAN Vice Chairman of the Board of the Corporation; 15,759(6)
Age 51 Chief Executive Officer, Sibley Memorial Hospital,
1993 Washington, D.C.; Former Chairman, District of
Columbia Hospital Association; Former Chairman,
Potomac Home Health Care Agency; Trustee and former
Chairman, Community of Hope, Inc.; President,
Tri-State Hospital Association.
JACK VALENTI Chairman and Chief Executive Officer, Motion 7,317(7)
Age 76 Picture Association of America, Inc.; Director,
1986 American Film Institute.
EDDIE N. WILLIAMS President and Chief Executive Officer, Joint Center 3,280(8)
Age 65 for Political and Economic Studies; Director,
1993 Harrah's Entertainment Corporation; Director,
Harrah's Jazz Finance Corporation; Director, Blue
Cross/Blue Shield of the National Capital Area;
Director, Care First, Inc.
</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, 1998, 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) Included in this total are exercisable options to purchase 2,354,000 shares
of the Corporation's Common Stock held by Joe L. Allbritton as of January
31, 1998. For a more complete description of Joe L. Allbritton's beneficial
ownership of the Corporation's Common Stock, please see "Beneficial
Ownership of Corporation Stock," Note 2, page 6.

(3) Under the federal securities laws, Robert L. Allbritton may be deemed to
share voting and investment power with regard to 1,011,126 shares owned by
charitable foundations of which Robert L. Allbritton, his father Joe L.
Allbritton and his mother Barbara B. Allbritton are the trustees (the
"Foundations"). See "Beneficial Ownership of Corporation Stock," Note 2,
page 6.

(4) Included in this total are exercisable options to purchase 92,500 shares of
the Corporation's Common Stock held by Mr. Coughlin as of January 31, 1998.

(5) 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 1997 and
is expected to perform legal services for the Corporation in 1998.

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<PAGE> 7

(6) Included in this total are 4,222 shares of Phantom Stock (see "Director
Compensation," below).

(7) Included in this total are 4,511 shares of Phantom Stock (see "Director
Compensation," below).

(8) Included in this total are 280 shares of Phantom Stock (see "Director
Compensation," below).

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 exercises the power of the Board between meetings
of the Board and such other powers as the Board may delegate. The Executive
Committee did not meet during 1997. The committee members during 1997 were
directors Joe L. Allbritton, Barbara B. Allbritton, Frederick L. Bollerer,
Timothy C. Coughlin, Ronald E. Cuneo, James E. Fitzgerald, Heather S. Foley,
Lawrence I. Hebert, Timothy A. Lex and Robert L. Sloan. Following the reduction
in the number of directors in May 1997, the Executive Committee consisted of Joe
L. Allbritton, Timothy C. Coughlin, Lawrence I. Hebert and Robert L. Sloan.

The Audit Committee 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 in 1997. The committee members during 1997 were directors Calvin
Cafritz, Michela A. English, John M. Fahey, Jr., James E. Fitzgerald, David J.
Gladstone, Steven B. Pfeiffer and Robert L. Sloan. Following the reduction in
the number of directors in May 1997, the Audit Committee consisted of John M.
Fahey, Jr., Steven B. Pfeiffer and Robert L. Sloan.

The Compensation Committee assists the Board in fulfilling its
responsibilities related to compensation and benefits. The Compensation
Committee met three times in 1997. The committee members during 1997 were
directors Charles A. Camalier, III, Ronald E. Cuneo, Michela A. English, James
E. Fitzgerald, Michael J. Jackson, Robert L. Sloan, Jack Valenti and Eddie N.
Williams. Following the reduction in the number of directors in May 1997, the
Compensation Committee consisted of Robert L. Sloan, Jack Valenti and Eddie N.
Williams. For a discussion of fiscal year 1997 compensation programs, see "1997
Compensation," found under "Compensation Committee Report to Shareholders,"
pages 12-13.

The Board held seven meetings in 1997, and the various Committees of the
Board, including those listed above, met a total of 17 times. Of the directors
serving during 1997, director Jack Valenti attended fewer than 75% of the
aggregate of the total number of meetings of the Board and of the committees on
which he served during 1997.

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 for 1997.

DIRECTOR COMPENSATION

Directors of the Corporation who are not officers currently receive a
retainer fee of $24,000 per year. Directors receive an additional retainer fee
of $3,000 for membership on committees, and the Chairmen of the committees
receive an additional retainer fee of $5,000 per year, except for 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 of the Corporation. 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
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<PAGE> 8

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. Dividends on Phantom Stock are
reinvested in additional shares of Phantom Stock. 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.

On July 9, 1997, a 1997 Non-Employee Directors Stock Option Plan (the "1997
Plan") was adopted, subject to shareholder approval. Under the 1997 Plan, the
Board may grant options to purchase common stock of the Corporation to
non-employee directors of the Corporation and the non-employee directors of its
subsidiaries. The amount, timing and terms of such grants will be based on such
considerations as the Board may consider appropriate, subject to the provisions
of the 1997 Plan. The maximum number of shares that may be issued under the 1997
Plan is 350,000 shares of common stock. On July 9, 1997, a total of 307,500
shares of Common Stock of the Corporation were granted to a total of 17
non-employee directors, subject to shareholder approval of the 1997 Plan.

BENEFICIAL OWNERSHIP OF CORPORATION STOCK

The following table sets forth information, as of January 31, 1998,
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.................................. 12,291,126(2) 36.8%
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Barbara B. Allbritton.............................. 2,342,858(3) 7.0%
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Timothy C. Coughlin................................ 102,521(4)
Timothy A. Lex..................................... 42,167(5)
John L. Davis...................................... 52,167(6)
Joseph W. Barr..................................... 31,833(7)
Frederick L. Bollerer.............................. 400
All executive officers and directors (including
nominees) of the Corporation as a group (19
persons)......................................... 12,676,986(8) 38.0%
</TABLE>

- ---------------
(1) Beneficial ownership, as determined in accordance with Rule 13d-3 under the
Securities and Exchange Act of 1934, includes sole or shared power to vote,
or direct the disposition of, shares as well as the right to acquire
beneficial ownership within 60 days of January 31, 1998, 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, 1,011,126 shares are owned by the
Foundations of which Joe L. Allbritton, his wife Barbara B. Allbritton and
their son Robert L. Allbritton are the trustees, and 1,330,000 shares are
beneficially owned by Barbara B. Allbritton as to which Joe L. Allbritton
shares voting and investment power as described in Note 3, page 4. He
disclaims beneficial ownership of an additional 1,732 shares owned by
Barbara B. Allbritton.

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<PAGE> 9

This amount includes 2,354,000 exercisable options of the Corporation's
Common Stock held by Joe L. Allbritton as of January 31, 1998.

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.

(3) 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 1,011,126 shares
owned by the Foundations as to which she shares voting and investment power.
Mrs. Allbritton disclaims beneficial ownership of 8,926,000 shares owned by
Joe L. Allbritton, including shares owned by Allwin, Inc.

(4) See Note 4, page 4.

(5) This amount includes exercisable options to purchase 41,167 shares of the
Corporation's Common Stock held by Mr. Lex as of January 31, 1998.

(6) This amount includes exercisable options to purchase 50,667 shares of the
Corporation's Common Stock held by Mr. Davis as of January 31, 1998.

(7) This amount includes exercisable options to purchase 30,333 shares of the
Corporation's Common Stock held by Mr. Barr as of January 31, 1998.

(8) Of the 12,676,986 shares which are beneficially held by the executive
officers and directors (including nominees) of the Corporation, 2,662,167
are options which have vested and are exercisable and 9,014 are shares of
Phantom Stock.

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<PAGE> 10

COMPENSATION OF EXECUTIVE OFFICERS

The annual and other compensation paid by the Corporation and Riggs Bank
N.A. for 1997, 1996 and 1995 to the Chief Executive Officer and each of the four
most highly compensated executive officers of the Corporation (and one executive
officer who departed during 1997), including certain officers of Riggs Bank
N.A., and the capacities in which they are currently serving, are set forth
below:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------- ------------
(a) (b) (c) (d) (e) (f)
OTHER SECURITIES (g)
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- --------------------------- ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Joe L. Allbritton......... 1997 $380,000 $ --(1) $ 436 500,000 $225,050(1)
Chairman of the Board 1996 380,000 -- 713 1,224,000 183,031
and Chief Executive 1995 380,000 570,000 553 300,000 129,400
Officer of the
Corporation; Chairman of
the Board and Chief
Executive Officer of
Riggs Bank N.A.
Timothy C. Coughlin....... 1997 300,000 141,000(2) 1,769 25,000 6,155(2)
President of the 1996 300,000 120,000 -- 25,000 6,314
Corporation 1995 300,000 150,000 -- 15,000 1,580
Timothy A. Lex............ 1997 200,000 94,000(3) 3,694 25,000 5,983(3)
Executive Vice President 1996 197,115 80,000 -- 35,000 5,483
and Chief Operating 1995 164,200 31,316 129,426(3) 10,000 76,228
Officer of Riggs Bank
N.A.
John L. Davis............. 1997 185,000 87,000(4) -- 10,000 6,690(4)
Chief Financial Officer 1996 179,615 64,750 -- 20,000 6,573
of the Corporation; 1995 164,231 38,466 -- 25,000 1,305
Executive Vice President
and Chief Financial
Officer of Riggs Bank
N.A.
Joseph W. Barr............ 1997 175,000 54,000(5) -- 10,000 5,985(5)
Executive Vice 1996 165,000 47,025 -- 10,000 2,008
President............
of Riggs Bank N.A. 1995 152,885 27,392 -- 20,000 1,831
Frederick L. Bollerer..... 1997 245,769 0 -- 0 7,515(6)
Former President 1996 300,000 90,000 5,432 10,000 7,330
of Riggs Bank N.A. 1995 300,000 300,000 -- 30,000 2,623
</TABLE>

- ---------------
(1) Mr. Allbritton requested that the Board not include him in the 1996 and 1997
Bonus Plans. See "1997 Compensation. The Chairman and Chief Executive
Officer of Riggs National Corporation," found under "Compensation Committee
Report to Shareholders," page 12, for additional comments.

Of the $225,050 of "All Other Compensation" reported for Mr. Allbritton in
column (g) for 1997, $55,370 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,
and $169,680 is attributable to director's fees for services rendered as
Chairman of the Board of Riggs Bank Europe Limited. Mr. Allbritton received
director's fees of $117,263 and $71,145 in 1996 and 1995, respectively, for
services rendered as the Chairman of the Board of Riggs Bank Europe Limited.

(2) Timothy C. Coughlin was awarded a bonus amount of 47% of base salary based
on his contribution to the Corporation's exceeding its performance goal in
1997. For a discussion of the payment of incentives based on the
Corporation's 1997 performance, see "1997 Compensation. Other Executive
Officers," found under "Compensation Committee Report to Shareholders," page
12.

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<PAGE> 11

Of the $6,155 of "All Other Compensation" reported in column (g) for 1997,
$1,355 represents the economic benefit attributable to the Split Dollar Life
Insurance Plan and $4,800 is attributable to matching contributions to the
Riggs Bank N.A. Employees' Savings Plan account of Mr. Coughlin.

(3) Timothy A. Lex was awarded a bonus amount of 47% of base salary based on his
contribution to the Corporation's exceeding its performance goal in 1997.
For a discussion of the payment of incentives based on the Corporation's
1997 performance, see "1997 Compensation. Other Executive Officers," found
under "Compensation Committee Report to Shareholders," page 12.

Of the $5,983 of "All Other Compensation" reported for Mr. Lex in column (g)
for 1997, $1,183 represents the economic benefit attributable to group term
life insurance coverage and the Split Dollar Life Insurance Plan, and $4,800
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.

(4) John L. Davis was awarded a bonus amount of 47% of base salary based on his
contribution to the Corporation's exceeding its performance goal in 1997.
For a discussion of the payment of incentives based on the Corporation's
1997 performance, see "1997 Compensation. Other Executive Officers," found
under "Compensation Committee Report to Shareholders," page 12.

Of the $6,690 of "All Other Compensation" reported for John L. Davis in
column (g) for 1997, $1,890 represents the economic benefit attributable to
group term life insurance coverage and the Split Dollar Life Insurance Plan,
and $4,800 is attributable to matching contributions to the Riggs Bank N.A.
Employees' Savings Plan account of Mr. Davis.

(5) Joseph W. Barr was awarded a bonus amount of 31% of base salary based on his
contribution to the Corporation's exceeding its performance goal in 1997.
For a discussion of the payment of incentives based on 1997 performance, see
"1997 Compensation. Other Executive Officers," found under "Compensation
Committee Report to Shareholders," page 12.

Of the $5,985 of "All Other Compensation" reported for Mr. Barr in column
(g) for 1997, $1,995 represents the economic benefit attributable to group
term life insurance coverage and the Split Dollar Life Insurance Plan, and
$3,990 is attributable to matching contributions to the Riggs Bank N.A.
Employees' Savings Plan account of Mr. Barr.

(6) Of the $7,515 of "All Other Compensation" reported for Mr. Bollerer in
column (g) for 1997, $2,715 represents the economic benefit attributable to
group term life insurance coverage and the Split Dollar Life Insurance Plan,
and $4,800 is attributable to matching contributions to the Riggs Bank N.A.
Employees' Savings Plan account of Mr. Bollerer.

9
<PAGE> 12

STOCK OPTION GRANTS IN 1997

<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 1997 PRICE DATE VALUE($)(1)
---- ---------- ---------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Joe L. Allbritton(2)...................... 500,000 46.4% $20.50 7/9/07 $4,482,500
Timothy C. Coughlin(3).................... 25,000 2.3 19.75 4/9/07 215,475
Timothy A. Lex(3)......................... 25,000 2.3 19.75 4/9/07 215,475
John L. Davis(3).......................... 10,000 0.9 19.75 4/9/07 86,190
Joseph W. Barr(3)......................... 10,000 0.9 19.75 4/9/07 86,190
Frederick L. Bollerer(3).................. -- -- -- -- --
</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 closing market price on the day of
grant;

- The annual dividend rate is 1.0126% for options maturing April 9, 2007,
and 0.9756% for options maturing July 9, 2007;

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

- The risk-free rate is 5.80% for options maturing April 9, 2007, and
5.74% for options maturing July 9, 2007, for the expected term of the
options with a yield of comparable maturing Treasury securities; and

- There is a 14% 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 July 9, 1997 (the "July Grant Date"), certain non-employee directors
recommended, and the Board approved, a stock option grant to the Chairman
and Chief Executive Officer. Mr. Allbritton was awarded the option to
purchase 500,000 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 vests and becomes 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.

(3) On April 9, 1997 (the "April Grant Date"), the Compensation Committee
recommended, and the Board approved, stock option grants to senior executive
officers. Messrs. Coughlin, Lex, Davis and Barr were awarded options to
purchase 25,000, 25,000, 10,000 and 10,000 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) one-third equally over three
years on the respective grant date anniversaries or (2) upon a "change of
control" of the Corporation, as defined in the Corporation's 1994 Stock
Option Plan.

10
<PAGE> 13

STOCK OPTION EXERCISES IN 1997/FY-END OPTION VALUES

<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED 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.......... -- -- 2,104,000 / 350,000 $29,977,600 / $3,218,250
Timothy C. Coughlin........ -- -- 57,500 / 32,500 960,313 / 289,688
Timothy A. Lex............. -- -- 41,167 / 38,833 655,693 / 390,557
John L. Davis.............. -- -- 50,667 / 24,333 847,006 / 301,119
Joseph W. Barr............. -- -- 30,333 / 19,667 507,869 / 228,381
Frederick L. Bollerer...... 135,000 1,644,375 0 / 0 0 / 0
</TABLE>

RETIREMENT BENEFITS

Senior officers of the Corporation and its subsidiaries are eligible to
receive pension benefits under the Riggs Bank N.A. 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 Bank N.A. 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 $160,000 for 1997.
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. Coughlin
$50,529; Mr. Lex $46,950; Mr. Davis $20,436; and Mr. Barr $31,245. Mr. Bollerer
is not eligible for a pension benefit based on his departure effective October
15, 1997.

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 Compensation Committee determines the terms and conditions under
which the employee participates and becomes vested in the benefits of the plan,
including accelerating the vesting of benefits to any participant. Under
parameters adopted by the 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 or attainment of
age 62, the participant will begin receiving 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 Compensation Committee, the
annual benefit payable to each of Messrs. Allbritton and Coughlin would be
$40,000. The annual benefit payable to Messrs. Lex, Davis, and Barr would be
$25,000, $15,000 and $15,000 respectively. The annual benefit payable to Mr.
Bollerer is $40,000.

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

11
<PAGE> 14

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.

OTHER

During 1997 and 1996, the Corporation purchased equipment and software from
Wang Federal, Inc. Ronald E. Cuneo (a member of the Board during 1996 and part
of 1997) was President of Wang Federal, Inc. at the time of purchase. Total
expenditures equaled $1.0 million in 1996 and $1.3 million in 1997.

COMPENSATION COMMITTEE REPORT TO SHAREHOLDERS

GENERAL

The Compensation Committee of the Corporation 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 to the Board concerning annual
salary 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 1997, the Compensation Committee approved a compensation framework for
executive officers in which executives' pay was directly linked to the financial
success of the bank. Specifically, the 1997 compensation framework consisted of:
(1) paying competitive market rates of base pay; (2) rewarding financial
performance of the Corporation through an annual bonus plan based on aggressive
goals for return on average assets ("ROA"), net income, and fee income and (3)
granting competitive stock options to key employees of the Corporation as an
incentive to further the long-term growth and success of the Corporation.

1997 COMPENSATION

THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF RIGGS NATIONAL
CORPORATION. Joe L. Allbritton continued to serve as Chairman of the Board and
Chief Executive Officer of the Corporation throughout 1997, during which the
Corporation substantially improved its financial position. Under the Chairman's
leadership, the Corporation earned $50.9 million in net income and exceeded its
ROA and fee income goals.

In 1997, Mr. Allbritton continued to voluntarily maintain his base salary
at the same level he has received since 1992. Per his request of the Board, Mr.
Allbritton was not included in the Corporation's 1997 Bonus Plan and was not
paid a bonus.

In July 1997, Mr. Allbritton was granted the option to purchase 500,000
shares of the Corporation's Common Stock at a price of $20.50 per share upon the
recommendation of certain non-employee directors of the Corporation. The option
vests and becomes exercisable upon the Corporation's achievement of specific and
aggressive stock performance criteria or upon a "change of control" of the
Corporation as defined in the Corporation's 1996 Stock Option Plan. This option
was 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.

OTHER EXECUTIVE OFFICERS. The Compensation Committee established a
performance-based bonus plan for executive officers in 1997 under which bonuses
were paid to eligible officers based on both the Corporation's achievement of
specified targets for 1997 ROA, net income, fee income and the executive's
performance. The Corporation used a systematic evaluation approach to appraise
all officer performance, including that of the senior officers.
12
<PAGE> 15

Additionally, stock option grants were made in 1997 based on corporate and
individual performance in 1997. See "Stock Option Grants in 1997," page 10, for
a description of the stock options granted to executive officers.

1998 COMPENSATION

The Board has approved a performance-based incentive plan for executive
officers in 1998.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Internal Revenue Code Section 162(m) does not permit the Corporation to
deduct certain non-performance-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 1997, all compensation earned by the Corporation's five highest paid
officers was completely deductible. When applicable, the Compensation Committee
will review the adoption of a policy regarding Section 162(m).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of the below-named three 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 Compensation Committee or as a director of the
Corporation. During fiscal year 1997, Compensation Committee member Robert L.
Sloan, or his associates, had an outstanding loan with a lending subsidiary 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, this transaction did not, at the
time it was entered into, involve more than the normal risk of collectability or
present other unfavorable features.

Respectfully Submitted,

Riggs National Corporation
Compensation Committee

Jack Valenti, Chairman
Robert L. Sloan
Eddie N. Williams

13
<PAGE> 16

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.

<TABLE>
<CAPTION>
Riggs Middle NASDAQ
Measurement Period National Atlantic National
(Fiscal Year Covered) Corporation Banks Market
<S> <C> <C> <C>
1992 100.00 100.00 100.00
1993 85.19 116.30 114.80
1994 82.72 113.06 112.21
1995 128.40 180.94 158.70
1996 172.30 259.66 195.19
1997 271.08 369.03 239.53
</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.

14
<PAGE> 17

CORPORATION PROPOSALS

AMENDMENTS TO THE 1993, 1994 AND 1996 STOCK OPTION PLANS

On January 21, 1998, the Board approved and adopted amendments to the
Corporation's 1993, 1994 and 1996 Stock Option Plans (collectively, the
"Plans"), subject to shareholder approval. The modifications address certain
administrative provisions contained in all three Plans.

As originally approved and adopted, the Plans each provided that a "Joint
Compensation Committee" would be responsible for plan administration. Consistent
with the reorganization of the Board of the Corporation and Riggs Bank N.A.
during 1997, it is necessary to amend each of the Plans to replace the "Joint
Compensation Committee" with the "Compensation Committee" of the Board as the
Plans' administrator and as the committee that will make recommendations to the
non-employee members of the Board with respect to the grant of options under the
Plans.

In accordance with provisions of Rule 16b-3 of the Securities Exchange Act
of 1934, each of the Plans as originally approved and adopted contained
requirements that a person qualify as a "Disinterested Person" and that
stockholders of the Corporation approve amendments which materially increase the
benefits accruing to "Insiders," materially modify the requirements as to
eligibility of Insiders to participate in the Plans, or remove administration of
the Plans from a committee of Disinterested Persons. Due to amendments to Rule
16b-3, it is no longer appropriate to include these requirements in each of the
Plans. The Plans, as amended, remove these requirements.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE AMENDMENTS TO THE
PLANS.

***

AMENDMENTS TO THE 1996 STOCK OPTION PLAN AND RATIFICATION OF THE WAIVER OF
ASSOCIATED PREEMPTIVE RIGHTS

On May 15, 1996, the shareholders of the Corporation approved the 1996
Stock Option Plan (the "1996 Plan"). On January 21, 1998, the Board approved and
adopted amendments to the 1996 Plan, subject to shareholder approval. The
modifications address issues related to which employees are eligible to
participate in the 1996 Plan and the aggregate number of shares of Common Stock
that may be issued pursuant to the 1996 Plan.

As amended, the 1996 Plan will expand the definition of key employees
eligible for grants under the Plan so that any employee who has substantial
responsibility in the direction and management of the Corporation or a
subsidiary can receive grants, rather than just senior officers. This amendment
will provide an additional tool to retain critical employees and is consistent
with the definition of key employees included in the 1993 and 1994 Plans.

The 1996 Plan initially authorized the reservation of two million shares of
Common Stock of the Corporation for issuance pursuant to stock option awards.
The 1996 Plan as amended reserves a total of four million shares for issuance,
but continues to limit grants to any one key employee during a calendar year to
two million shares. Furthermore, the Board unanimously waived preemptive rights
of the Corporation's shareholders with regard to such shares. The waiver of
preemptive rights requires the approval by at least ten directors pursuant to
Article Ninth of the Certificate of Incorporation. (The Corporation also is
proposing to amend Article Ninth of the Certificate of Incorporation, and such
amendment is more fully described below.) However, since the membership of the
Board was less than ten at the time of the approval and remains less than ten
currently, the shareholders are asked to ratify the waiver of the associated
preemptive rights as adopted by the Board.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE AMENDMENTS TO THE
1996 PLAN AND THE RATIFICATION OF THE WAIVER OF THE ASSOCIATED PREEMPTIVE
RIGHTS.

***
15
<PAGE> 18

APPROVAL OF THE 1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN AND RATIFICATION
OF THE WAIVER OF ASSOCIATED PREEMPTIVE RIGHTS

On July 9, 1997, the Board of Directors adopted, subject to shareholder
approval, the 1997 Non-Employee Directors Stock Option Plan (the "1997 Directors
Plan"). The 1997 Directors Plan will terminate if not approved by the
shareholders of the Corporation, or upon the earlier of one of the following:
(a) the adoption of a resolution of the Board terminating the Plan, (b) the date
shares are no longer available for issuance under the Plan or (c) July 9, 2007.
The purpose of the 1997 Directors Plan is to increase the proprietary interest
of non-employee directors of Riggs National Corporation (the "Corporation") and
its subsidiaries by granting such directors options to purchase Common Stock of
the Corporation. The grants are intended to more closely align the interests of
the non-employee directors of the Corporation and its subsidiaries with those of
the shareholders.

The 1997 Directors Plan authorizes an aggregate maximum of 350,000 shares
of the Corporation's Common Stock for grant to eligible members of the Board of
Directors. A director is eligible to receive an option under the 1997 Directors
Plan if the director is not otherwise an employee of the Corporation or any
subsidiary and was not an employee of the Corporation or subsidiary for a period
of at least one year before the date of grant of an option under the Plan. The
amount, timing and terms of such grants will be based on such considerations as
the Board of Directors may consider appropriate, subject to the provisions of
the 1997 Directors Plan. When an option becomes exercisable, the optionee may
purchase shares of the Corporation's Common Stock by the payment of the exercise
price for the number of shares being purchased. The exercise price shall not be
less than the greater of the fair market value of the option on the date of
grant or the par value of the Common Stock.

On July 9, 1997, a total of 307,500 shares of Common Stock of the
Corporation were granted to a total of 17 nonemployee directors, subject to
shareholder approval of the 1997 Directors Plan. Furthermore, the Board
unanimously waived preemptive rights of the Corporation's shareholders with
regard to such shares. The waiver of preemptive rights requires the approval by
at least ten directors pursuant to Article Ninth of the Certificate of
Incorporation. However, since the membership of the Board was less than ten at
the time of the approval and remains less than ten currently, the shareholders
are asked to ratify the waiver of the associated preemptive rights as adopted by
the Board.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL OF THE
1997 PLAN AND THE RATIFICATION OF THE WAIVER OF THE ASSOCIATED PREEMPTIVE
RIGHTS.

***

AMENDMENT TO ARTICLE NINTH OF THE CERTIFICATE OF INCORPORATION

Article Ninth of the Corporation's Certificate of Incorporation, as
amended, provides that shareholders of the Corporation shall have preemptive
rights to purchase any stock or right to purchase stock issued by the
Corporation. Article Ninth provides, however, that such preemptive rights shall
not exist if, at the time the issuance of securities or rights is approved, the
Board votes unanimously to eliminate such rights with a minimum of ten directors
voting. At the time that Article Ninth was amended to add the ten director
minimum, the number of Directors of the Corporation was twenty-five. As a
result, the ten director minimum had the effect of requiring at least two-fifths
of the directors to vote on the issue. At an April 9, 1997, meeting of the
Board, the number of Directors of the Corporation was reduced to eight and the
number was increased to its present nine at a subsequent meeting of the Board.
In order to be consistent with the amendment to the Certificate of Incorporation
and to further protect the interests of the shareholders, the Certificate of
Incorporation must be amended. In its meeting on January 21, 1998, the Board
passed a resolution recommending that the Certificate of Incorporation be
amended to require that the elimination of preemptive rights shall continue to
require a unanimous vote of the Board with at least a majority of the directors
voting. This amendment to Article Ninth must be approved by the shareholders of
the Corporation. The Certificate of

16
<PAGE> 19

Incorporation shall be amended by striking the language requiring "at least ten
Directors voting" and replacing it with "at least a majority of Directors
voting."

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE AMENDMENT TO
ARTICLE NINTH OF THE CERTIFICATE OF INCORPORATION.

***

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 of Riggs National recommend that the Board
take the necessary steps to have the accountants elected EACH year by all
the stockholders."

REASONS: "The majority of New York Stock Exchange listed companies elect
accountants each year."

"The accountants should be made 'accountable' to all shareholders, not just
the Board."

"We like the firm of Arthur Andersen, but they should be willing to stand
for election EACH year, as they do at MANY other companies."

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

BOARD OF DIRECTORS' RECOMMENDATION

The Board recommends a vote AGAINST this proposal. The Board, through its
Audit Committee, is charged with the responsibility of monitoring the
Corporation's outside accountants, Arthur Andersen, and assessing their
performance. Some members of the Audit Committee and the Board are officers or
directors of other corporations which employ major accounting firms and,
therefore, are familiar with the relative merits of each firm and are well
qualified to make judgments in this area. The Corporation believes that
procedures currently in place adequately ensure the quality and independence of
the Corporation's outside accountants. Corporation officers and the Audit
Committee continually monitor and evaluate Arthur Andersen's performance.
Throughout the year, Corporation employees work with Arthur Andersen and report
the results of Arthur Andersen's effectiveness to senior management. Therefore,
the Board believes that it is in the best position to select the Corporation's
outside accountants.

SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING

The Board anticipates that the next Annual Meeting of Shareholders will be
held on or about April 14, 1999. A shareholder who intends to present a proposal
at the 1999 Annual Meeting must submit the written text of the proposal to the
Corporation no later than November 1, 1998, 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 the
Corporation since 1981. 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 or she desires to do so, and to respond to appropriate questions.

17
<PAGE> 20

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 Jay F. Ferrin, Investor
Relations, at corporate headquarters.

By Order of the Board of Directors,

/s/ T.C. COUGHLIN

TIMOTHY C. COUGHLIN
President

18
<PAGE> 21
[RIGGS LOGO]

RIGGS NATIONAL CORPORATION

PROXY FOR 1998 ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints Edward. J. Miller, Jr., H. Gregory Platts
and Stuart Philip Ross 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 February
27, 1998, at the Annual Meeting of Shareholders to be held at the JW Marriott
Hotel, 1331 Pennsylvania Avenue, N.W., Washington, D.C. 20004, on April 15,
1998, at 9:30 a.m., or at any adjournment thereof, with all the powers the
undersigned would possess if personally present as follows:

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND IF
PROPERLY EXECUTED AND TIMELY DELIVERED, WILL BE VOTED AS DIRECTED HEREIN. IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ITEMS 1-5, "AGAINST" ITEM
6, 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> 22
RIGGS NATIONAL CORPORATION
1503 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20005

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 15, 1998

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

2. To consider and act upon a proposal to approve certain amendments to
the Corporation's 1993, 1994, and 1996 Stock Option Plans;

3. To consider and act upon a proposal to approve certain other
amendments to the Corporation's 1996 Stock Option Plan;

4. To consider and act upon a proposal to approve the 1997 Non-Employee
Directors Stock Option Plan;

5. To consider and act upon a proposal to approve certain amendments to
the Corporation's Certificate of Incorporation;

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

7. 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 February 27, 1998,
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 Assistant Corporate 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/ TIMOTHY C. COUGHLIN

President

March 13, 1998

DETACH PROXY CARD HERE

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<TABLE>
<S> <C> <C> <C>
_________
/_______ /

(1) ELECTION OF DIRECTORS: FOR all nominees /X/ WITHHOLD AUTHORITY to vote /X/ *EXCEPTIONS /X/
listed below for all nominees listed below
</TABLE>
Nominees: Joe L. Allbritton, Robert L. Allbritton, Timothy C. Coughlin, John
M. Fahey, Jr., Lawrence I. 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
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(2) To consider and act upon a proposal to approve certain amendments to the
Corporation's 1993, 1994, and 1996 Stock Option Plans.