<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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 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)(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.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(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 12, 2000
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Riggs National Corporation (the "Corporation") will be held on
Wednesday, April 12, 2000, at 10:00 a.m., local time, at the Grand Hyatt
Washington, 1000 H Street, N.W., Washington, D.C. 20001, for the following
purposes:
1. To elect a board of directors for the ensuing year;
2. To consider and act upon a proposal to approve the adoption of the
Riggs National Corporation Executive Incentive Plan;
3. To consider a shareholder proposal to require the Board take the
necessary steps to have the accountants elected each year by all of
the Shareholders; and
4. 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 29, 2000, will
be entitled to vote at the Meeting or any adjournments or postponements 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 10, 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Annual Meeting of Shareholders.............................. 1
Election of Directors....................................... 1
Nominees for Director..................................... 1
Board and Committee Meetings.............................. 5
Section 16(a) Beneficial Ownership Reporting Compliance... 6
Director Compensation..................................... 6
Beneficial Ownership of Corporation Stock................... 7
Compensation of Executive Officers.......................... 9
Summary Compensation Table................................ 9
Stock Option Grants in 1999............................... 10
Aggregated Stock Option Exercises in 1999/Fiscal Year-End
Option Values.......................................... 11
Retirement Benefits....................................... 11
Employment Agreement...................................... 12
Transactions with Management................................ 12
Indebtedness of Directors, Nominees for Directors,
Executive Officers and Related Persons................. 12
Transactions with Respect to Corporate Aircraft........... 13
Other Related Party Transactions.......................... 13
Compensation Committee Report to Shareholders............... 13
General................................................... 13
1999 Compensation......................................... 14
Tax Deductibility of Executive Compensation............... 14
Compensation Committee Interlocks and Insider
Participation.......................................... 15
Stock Performance Chart..................................... 16
Corporation Proposal to Adopt the Executive Incentive
Plan...................................................... 17
Description of the Incentive Plan......................... 17
Board of Directors' Recommendation........................ 18
Shareholder Proposal........................................ 19
General................................................... 19
Board of Directors' Recommendation........................ 19
Shareholder Proposals for the 2000 Annual Meeting........... 20
Independent Public Accountants.............................. 20
Other Matters............................................... 20
Annual Report on Form 10-K.................................. 20
Appendix A.................................................. A-1
</TABLE>
<PAGE> 4
[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 12, 2000
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
12, 2000, at 10:00 a.m. local time at the Grand Hyatt Washington, 1000 H Street,
N.W., Washington, D.C. 20001, or at any adjournment or postponement thereof. The
Corporation owns all of the outstanding stock of Riggs Bank National Association
("Riggs Bank").
Shareholders of record at the close of business on February 29, 2000 (the
"Record Date") will be entitled to notice of, and to vote at, the Meeting. On
the Record Date, the Corporation had 28,316,197 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 the
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 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 other proposals to be
presented to shareholders at the Meeting, those proposals must be approved by
the affirmative vote of the holders of a majority of the shares 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, the accompanying form of proxy, and the annual Report
to Shareholders, including financial statements for the year ended December
31,1999, are first being sent to shareholders on or about March 10, 2000. 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 proposal described
herein and against the shareholder proposal described herein. The Corporation
has not been notified of any other matter that will come before the meeting.
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 sole 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.
1
<PAGE> 5
ELECTION OF DIRECTORS
(ITEM NO. 1 ON PROXY)
At the Meeting, eleven (11) 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 and
(iv) the number of shares of Common Stock beneficially owned by each nominee as
of January 31, 2000. All nominees are currently directors of the Corporation.
The table has been prepared from information obtained from the nominees.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
JANUARY 31, 2000,
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 14,028,300(2)
Age 75 Officer of the Corporation; Chairman of the 42.6%
1981 Board and Chief Executive Officer, Riggs Bank
(a subsidiary of the Corporation); Chairman,
Riggs & Co. (a division of Riggs Bank);
Chairman of the Board, Riggs Bank Europe
Limited (an indirect subsidiary of the
Corporation); Chairman of the Board and
controlling shareholder, Perpetual
Corporation, indirect owner of Allbritton
Communications Company (owner of television
Stations) and 80% owner of ALLNEWSCO, Inc.
(news programming service); Chairman of the
Board and owner, Westfield News Advertiser,
Inc. (owner of a television station and
newspapers); President and Trustee, The
Allbritton Foundation.
ROBERT L. ALLBRITTON Director, Perpetual Corporation (indirect 712,900(3)
Age 30 owner of Allbritton Communications Company and 2.5%
1994 80% owner of ALLNEWSCO, Inc.); President
(since 1998), Executive Vice President and
Chief Operating Officer (1994-1998), and
Director, Allbritton Communications Company
(owner of television stations); Director,
ALLNEWSCO, Inc. (news programming service);
Trustee and Vice President, The Allbritton
Foundation; Director (since 1997), American
Capital Strategies (investment company).
</TABLE>
2
<PAGE> 6
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
JANUARY 31, 2000,
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>
TIMOTHY C. COUGHLIN President of the Corporation; Director, Riggs 131,877(4)
Age 57 Investment Management Corporation (an indirect
1988 subsidiary of the Corporation); Director, J.
Bush & Co. Incorporated (an indirect
subsidiary of the Corporation); Vice Chairman
of the Board, Riggs Bank (1996); Chairman,
British American Business Association;
Treasurer, The Financial Services Roundtable;
Trustee, Federal City Council; Trustee,
Greater Washington Research Center; Member,
D.C. Federal Judicial Nominating Commission;
Director, Boys and Girls Clubs of Greater
Washington; Co-Chairman, Metropolitan
Dialogue; Trustee, Corcoran Gallery of Art;
Trustee, Colby-Sawyer College.
JOHN M. FAHEY, JR. President and Chief Executive Officer, 7,000(5)
Age 48 National Geographic Society; Executive Vice
1997 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).
LAWRENCE I. HEBERT Director, Riggs Investment Management 536,000(6)
Age 53 Corporation (an indirect subsidiary of the 1.9%
1988 Corporation); Director, Riggs Bank Europe
Limited (an indirect Subsidiary of the
Corporation); President and Director,
Perpetual Corporation (owner of Allbritton
Communications Company and ALLSNEWSCO, Inc.);
Chairman and Chief Executive Officer,
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); Trustee,
The Allbritton Foundation; Director, Allied
Capital Corporation (an investment Company).
STEVEN B. PFEIFFER Director and Vice Chairman, Riggs Bank Europe 36,115(7)
Age 53 Limited (an indirect subsidiary of the
1989 Corporation); Partner in Charge of the
Washington Office and Head of the
International Department, Fulbright & Jaworski
L.L.P. (law firm).
JOHN E.V. ROSE Chief Executive (since 1996), Rolls-Royce plc; 3,747(8)
Age 47 Managing Director of Aerospace Group
1998 (1995-1996); Deputy Managing Director,
Aerospace Group (1994); Director, Reckitt
Benckiser plc; Council Member, The Prince's
Trust (a UK charitable organization).
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
JANUARY 31, 2000,
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. SLOAN Vice Chairman of the Board of the Corporation; 38,854(9)
Age 53 Chief Executive Officer, Sibley Memorial
1993 Hospital, Washington, D.C.; Trustee, District
of Columbia Hospital Association; Founding
Chairman, Potomac Home Health Care Agency;
Trustee, Catholic Charities, Inc.; Director,
SCRAM, Inc.
JACK VALENTI Chairman and Chief Executive Officer, Motion 33,412(10)
Age 78 Picture Association; President and Chief
1986 Executive Officer, Motion Picture Association
of America, Inc.; Director, American Film
Institute; Director, Creative Plant.Com.
WILLIAM L. WALTON Chairman and Chief Executive Officer, Allied 400
Age 50 Capital Corporation; President, Language
1999 Odyssey (foreign language education program)
(1993-1996); Director (since 1998), Nobel
Learning Communities, Inc. (owner and operator
of schools and child care centers);
Co-founder, Success Lab (reading program for
inner city school children).
EDDIE N. WILLIAMS President and Chief Executive Officer, Joint 27,447(11)
Age 67 Center For Political and Economic Studies;
1993 Director, Harrah's Entertainment Corporation;
Director, Jazz Casino, Corporation Holding
Company; 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, 2000, 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. The Corporation had 28,315,197
shares of Common Stock outstanding as of January 31, 2000.
(2) Included in this total are exercisable options to purchase 4,604,000 shares
of the Corporation's Common Stock at a price ranging from $9.88 to $30.375.
For a more complete description of Mr. Allbritton's beneficial ownership of
the Corporation's Common Stock, please see "Beneficial Ownership of
Corporation Stock."
(3) Included in this total are exercisable options to purchase 12,500 shares of
the Corporation's Common Stock at a price ranging from $17.5625 to $20.50.
Under the federal securities laws, Robert L. Allbritton may be deemed to
share voting and investment power with regard to 700,000 shares owned by
charitable foundations of which Robert L. Allbritton, his father, Joe L.
Allbritton (Chairman of the Board and Chief Executive Officer of the
Corporation), and his mother, Barbara B. Allbritton, are trustees (the
"Foundations").
(4) Included in this total are exercisable options to purchase 121,667 shares
of the Corporation's Common Stock at a price ranging from $9.00 to $30.25.
(5) Included in this total are exercisable options to purchase 5,000 shares of
the Corporation's Common Stock at a price ranging from $17.5625 to $21.00.
4
<PAGE> 8
(6) Included in this total are exercisable options to purchase 25,000 shares of
the Corporation's Common Stock at a price of $20.50. Additionally, Mr.
Hebert is a voting trustee of The Allbritton Foundation, which owns 500,000
shares of the Corporation's Common Stock.
(7) Included in this total are exercisable options to purchase 25,000 shares of
the Corporation's Common Stock at a price ranging from $17.5625 to $20.50.
Mr. Pfeiffer is a partner in the law firm of Fulbright & Jaworski L.L.P.
which performed legal services for the Corporation during 1999 and is
expected to perform legal services for the Corporation in 2000.
(8) Included in this total are exercisable options to purchase 2,500 shares of
the Corporation's Common Stock at a price of $17.50 and 837 shares of
Phantom Stock (see "Director Compensation," below).
(9) Included in this total are exercisable options to purchase 25,000 shares of
the Corporation's Common Stock at a price ranging from $17.5625 to $20.50
and 5,219 shares of Phantom Stock (see "Director Compensation," below).
(10) Included in this total are exercisable options to purchase 25,000 shares of
the Corporation's Common Stock at a price of $20.50 and 5,553 shares of
Phantom Stock (see "Director Compensation," below).
(11) Included in this total are exercisable options to purchase 20,000 shares of
the Corporation's Common Stock at a price ranging from $17.5625 to $20.50
and 1,216 shares of Phantom Stock (see "Director Compensation," below). On
November 22, 1995, Harrah's Jazz Company, a partnership for which Mr.
Williams served on the Executive Committee, and its wholly owned subsidiary
Harrah's Jazz Finance Corporation, for which Mr. Williams served as a
director, filed petitions for relief under Chapter 11 of the federal
Bankruptcy Code. On October 30, 1998, a plan of reorganization was
consummated and a new company, Jazz Casino Company, L.L.C., was formed, for
which Mr. Williams currently serves as a director.
BOARD AND COMMITTEE MEETINGS
The Board has an Executive Committee, an Audit Committee, a Compensation
Committee, an Advertising and Public Relations Committee, a Budget Committee, an
International Strategy Committee, a Non-Employee Directors Committee, a
Securities Pricing Committee, and the Riggs & Co. 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 met once during 1999. The committee members during 1999 were directors
Joe L. Allbritton, Timothy C. Coughlin, Lawrence I. Hebert, Robert L. Sloan, and
William L. Walton.
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 1999. The committee members during 1999 were directors John M.
Fahey, Jr., Steven B. Pfeiffer, Robert L. Sloan, and William L. Walton.
The Compensation Committee assists the Board in fulfilling its
responsibilities related to compensation and benefits. The Compensation
Committee met four times in 1999. The committee members during 1999 were
directors Robert L. Sloan, Jack Valenti, and Eddie N. Williams.
The Advertising and Public Relations Committee reviews and approves
recommendations on the Corporation's advertising and marketing programs. The
Advertising and Public Relations Committee met once in 1999. The committee
members during 1999 were directors Robert L. Allbritton, Timothy C. Coughlin,
and Jack Valenti.
The Budget Committee reviews and recommends to the full Board the budget
for the Corporation on an annual basis. The Budget Committee held one meeting in
1999. The committee members during 1999 were directors Joe L. Allbritton, Robert
L. Allbritton, Timothy C. Coughlin, John M. Fahey, Jr., Lawrence I. Hebert, and
Robert L. Sloan.
5
<PAGE> 9
The International Strategy Committee establishes and monitors the mission
and strategic activities of the International Banking Group of Riggs Bank. The
International Strategy Committee held four meetings in 1999. The committee
members during 1999 were directors Timothy C. Coughlin, Lawrence I. Hebert,
Steven B. Pfeiffer, and John E. V. Rose.
The Non-Employee Directors Committee reviews and approves all employee
stock option awards. The Non-Employee Directors Committee met twice in 1999. The
committee members during 1999 were directors John M. Fahey, Jr., John E.V. Rose,
Robert L. Sloan, Jack Valenti, William L. Walton, and Eddie N. Williams.
The Securities Pricing Committee reviews and recommends to the full Board
the price of any securities the Corporation would offer. The Securities Pricing
Committee did not meet in 1999. The committee members during 1999 were directors
Robert L. Allbritton, Steven B. Pfeiffer, and Jack Valenti.
The Riggs & Co. Committee reviews the activities and performance of the
Riggs & Co. Division of Riggs Bank . The Riggs & Co. Committee met four times in
1999. The committee members during 1999 were directors Joe L. Allbritton,
Lawrence I. Hebert, Steven B. Pfeiffer, Robert L. Sloan, Jack Valenti, and
William L. Walton.
The Board held five meetings in 1999, and the various Committees of the
Board met a total of 21 times. Of the directors serving during 1999, none
attended fewer than 75% of the aggregate of the total number of meetings of the
Board and of the committees on which they served during 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING 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 1999.
DIRECTOR COMPENSATION
Directors of the Corporation who are not employees of the Corporation
currently receive a retainer fee of $25,000 per year. Director Robert L. Sloan,
Chairman of the Audit Committee, receives an additional retainer fee of $25,000
per year. Directors receive an additional fee of $750 for each committee meeting
attended, and the Chairmen of the committees receive an additional fee of $1,500
per committee meeting attended. 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 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 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.
In addition to the above fees, Directors Joe L. Allbritton, Robert L.
Allbritton, Lawrence I. Hebert, and Steven B. Pfeiffer received fees of L150,000
(approximately $242,207), L5,000 (approximately $8,074), L18,750 (approximately
$30,276), and L28,750 (approximately $46,423), respectively, for service on the
board of Riggs Bank Europe Limited. Mr. Pfeiffer's fee includes L10,000
(approximately $16,177) for serving as Chairman of the Audit Committee of Riggs
Bank Europe Limited. Each of the foregoing U.S. dollar amounts assumes an
exchange rate of $1.61471, the average month-end rate for 1999.
6
<PAGE> 10
The Corporation maintains an Amended 1997 Non-Employee Directors Stock
Option Plan (the "Amended 1997 Directors Plan") approved at the Corporation's
Annual Meeting of Shareholders held April 14, 1999, under which 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
Directors Plan. The maximum number of shares that may be issued currently under
the 1997 Directors Plan is 600,000 shares of common stock. In 1999, options with
respect to 25,000 shares of Common Stock were granted with an exercise price of
$17.5625, and options with respect to 2,500 shares of Common Stock were granted
with an exercise price of $17.50. Options for a total of 367,500 shares have
been granted under the 1997 Directors Plan.
BENEFICIAL OWNERSHIP OF CORPORATION STOCK
The following table sets forth information, as of January 31, 2000,
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, including certain officers of Riggs Bank, 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......................................... 14,028,300(2) 42.6%
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Barbara B. Allbritton..................................... 2,051,732(3) 7.2%
Riggs National Corporation
1503 Pennsylvania Avenue, N.W.
Washington, D.C. 20005
Dimensional Fund Advisors Inc............................. 1,537,500 5.4%
1299 Ocean Ave. Floor 11
Santa Monica, CA 90401-1038
Timothy C. Coughlin....................................... 131,877(4)
Robert C. Roane........................................... 30,862(5)
John L. Davis............................................. 76,501(6)
Henry A. Dudley, Jr....................................... 80,734(7)
All executive officers and directors (including Nominees)
of the Corporation as a group (20 persons).............. 14,728,528(8) 43.9%
</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, 2000, 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. The Corporation had 28,315,197 shares of Common Stock
outstanding as of January 31, 2000.
(2) Joe L. Allbritton has sole voting and investment power with regard to
7,394,300 of these shares, including 475,511 shares owned by Allwin, Inc.,
which is wholly owned by Mr. Allbritton. In addition, there are 700,000
shares owned by the Foundations as to which Mr. Allbritton, as a trustee,
shares voting and investment power with his wife and his son, Robert L.
Allbritton (a director of the Corporation), and 1,330,000 shares are
beneficially owned by Mr. Allbritton's wife, Barbara B. Allbritton, as to
which
7
<PAGE> 11
Mr. Allbritton shares voting and investment power. Mr. Allbritton disclaims
beneficial ownership of an additional 1,732 shares owned by Mrs. Allbritton.
This amount includes 4,604,000 exercisable options of the Corporation's
Common Stock at a price ranging from $9.88 to $30.375 held by Mr. Allbritton
as of January 31, 2000.
(3) Mrs. Allbritton has sole voting and investment power with regard to 1,732 of
these shares and shares voting and investment power with her husband, 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 are 700,000 shares owned by the Foundations as described in note 2
above and exercisable options to purchase 20,000 shares of the Corporation's
Common Stock at a price ranging from $17.5625 to $20.50. Mrs. Allbritton
disclaims beneficial ownership of 7,394,300 shares beneficially owned by her
husband.
(4) See note 4 under "Nominees for Director."
(5) This amount includes exercisable options to purchase 26,667 shares of the
Corporation's Common Stock at a price ranging from $9.00 to $30.25.
(6) This amount includes exercisable options to purchase 75,001 shares of the
Corporation's Common Stock at a price ranging from $9.00 to $30.25.
(7) This amount represents exercisable options to purchase 68,334 shares of the
Corporation's Common Stock at a price ranging from $9.00 to $30.25.
(8) Of the 14,728,525 shares which are beneficially held by the executive
officers and directors (including nominees) of the Corporation, 5,184,505
are options at prices ranging from $9.00 to $30.375 which have vested and
are exercisable and 12,826 are shares of Phantom Stock.
8
<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS
The annual and other compensation paid by the Corporation and Riggs Bank
for 1999, 1998, and 1997 to the Chief Executive Officer and each of the four
most highly compensated executive officers of the Corporation, including certain
officers of Riggs Bank, and the capacities in which they are currently serving,
are set forth below:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- --------------------------- ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Joe L. Allbritton......... 1999 $819,284(1) $ --(2) $ 640 1,000,000 $ 66,600(3)
Chairman of the Board 1998 685,029 -- 446 1,150,000 64,543
and Chief Executive 1997 549,680 -- 436 500,000 58,570
Officer of the
Corporation; Chairman of
the Board and Chief
Executive Officer of
Riggs Bank
Timothy C. Coughlin....... 1999 330,000 273(5) 1,022 20,000 9,664(6)
President of the 1998 325,385(4) 165,000 -- 50,000 9,519
Corporation 1997 300,000 141,000 1,769 25,000 9,355
Robert C. Roane........... 1999 200,000 203(5) -- 25,000 237,222(7)
Executive Vice 1998 156,924 58,529 -- 15,000 392,536
President and Chief 1997 134,000 55,602 -- 10,000 304,532
Operating Officer of
Riggs Bank
John L. Davis............. 1999 203,500 -- -- 15,000 10,145(9)
Chief Financial Officer 1998 200,654(8) 101,750 -- 10,000 10,111
of the Corporation; 1997 185,000 87,000 -- 10,000 9,890
Executive Vice President
and Chief Financial
Officer of Riggs Bank
Henry A. Dudley, Jr....... 1999 195,000 -- -- 20,000 10,516(10)
Executive Vice 1998 190,962 72,000 -- 20,000 10,953
President of Riggs Bank 1997 165,000 54,000 -- 10,000 10,680
N.A and Senior Executive
Director of Riggs & Co.
</TABLE>
- ---------------
(1) Each of the amounts listed as salary for Mr. Allbritton includes both his
base salary and director fees received for services as Chairman of the Board
of Riggs Bank Europe Limited. In 1999, Mr. Allbritton received $242,207 in
director fees from Riggs Bank Europe Limited.
(2) If the shareholders approve Item No. 2 on the proxy, Mr. Allbritton will be
paid a $1.2 million bonus for 1999 because the Corporation achieved the
performance goal in respect of such bonus. See "Employment Agreement" below.
(3) $63,400 of the amount reported represents the economic benefit attributable
to the Split Dollar Life Insurance Plan and $3,200 of the amount reported is
attributable to profit sharing contributions to the Riggs Bank 401(k) Plan
account of Mr. Allbritton.
(4) Due to an extra payday in 1998, a salary deferral in the amount of $12,693
was made into 1999; therefore, the 1998 salary has been adjusted to reflect
the deferred amount.
9
<PAGE> 13
(5) This bonus payment represents a payment under the Riggs Service Award
Program, which pays a nominal award based on certain anniversaries of
employment with Riggs.
(6) $1,612 of the amount reported represents the economic benefit attributable
to the Split Dollar Life Insurance Plan, $6,450 of the amount reported is
attributable to matching and profit sharing contributions to the Riggs Bank
401(k) Plan account of Mr. Coughlin, and $1,602 of the amount reported is
attributable to a one-time adjustment of Mr. Coughlin's 401(k) Plan.
(7) $1,069 of the amount reported represents the economic benefit attributable
to the Split Dollar Life Insurance plan and $7,816 of the amount reported is
attributable to matching and profit sharing contributions to the Riggs Bank
401(k) Plan of Mr. Roane. $19,140 is attributable to a cost of living
allowance during Mr. Roane's assignment in London and $209,197 are other
expatriate benefits paid as a result of the overseas assignment.
(8) Due to an extra payday in 1998, a salary deferral in the amount of $7,827
was made into 1999; therefore, the 1998 salary has been adjusted to reflect
the deferred amount.
(9) $2,052 of the amount reported represents the economic benefit attributable
to the Split Dollar Life Insurance Plan and $8,093 of the amount reported is
attributable to matching and profit contributions to the Riggs Bank 401(k)
Plan of Mr. Davis.
(10) $2,491 of the amount reported represents the economic benefit attributable
to the Split Dollar Life Insurance Plan and $8,025 of the amount reported
is attributable to matching and profit contributions to the Riggs Bank
401(k) Plan for Mr. Dudley.
STOCK OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES EXERCISE EXPIRATION PRESENT
NAME GRANTED IN 1999 PRICE DATE VALUE($)(1)
---- ---------- ---------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Joe L. Allbritton(2)...................... 1,000,000 60.5% $19.5 7/14/09 $8,100,000
Timothy C. Coughlin(3).................... 20,000 1.21% 19.5 7/14/09 162,000
Robert C. Roane(3)........................ 25,000 1.5% 19.5 7/14/09 202,500
John L. Davis(3).......................... 15,000 .9% 19.5 7/14/09 121,500
Henry A. Dudley, Jr.(3)................... 20,000 1.2% 19.5 7/14/09 162,000
</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 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 1.02% for options maturing July 14, 2009.
- Price volatility is based on weekly data for the preceding three-year
period;
- The risk-free rate is 6.48% for options maturing July 14, 2009, the
expected term of the options, with a yield comparable to Treasury
securities maturing on a comparable date; and
- There is a 10% 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 14, 1999 (the "July Grant Date"), the Compensation Committee
recommended, and certain non-employee outside directors on the Board
approved, a stock option grant to the Chairman and Chief
10
<PAGE> 14
Executive Officer, Mr. Allbritton, 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 the stock on the July Grant Date, which was $19.50
per share. The option was fully vested and exercisable on the July Grant
Date.
(3) On July 14, 1999 (the "July Grant Date"), the Compensation Committee
recommended, and certain non-employee outside directors on the Board
approved, stock option grants to senior executive officers, Messrs.
Coughlin, Roane, Davis and Dudley, to purchase 20,000, 25,000, 15,000, and
20,000 shares, respectively, of the Corporation's Common Stock. Pursuant to
the Corporation's 1996 Stock Option Plan, as amended and approved by
shareholders, the options were granted at a price equal to the closing price
of the stock on the July Grant Date, which was $19.50 per share. 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 1996 Stock
Option Plan.
AGGREGATED STOCK OPTION EXERCISES IN 1999/ FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
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...................... -- -- 4,604,000/ 0 $3,267,860 / 0
Timothy C. Coughlin.................... -- -- 121,667/ 38,333 182,350 / 0
Robert C. Roane........................ -- -- 26,667/ 38,333 32,850 / 0
John L. Davis.......................... -- -- 75,001/ 24,999 187,350 / 0
Henry A. Dudley, Jr.................... -- -- 68,334/ 36,666 145,450 / 0
</TABLE>
RETIREMENT BENEFITS
PENSION PLAN TABLE
<TABLE>
<CAPTION>
SERVICE
COMPENSATION 5 10 15 20 25 30
<S> <C> <C> <C> <C> <C> <C>
10,000 325 650 975 1,300 1,625 1,950
20,000 825 1,650 2,475 3,300 4,125 4,950
30,000 1,325 2,650 3,975 5,300 6,625 7,950
40,000 1,825 3,650 5,475 7,300 9,125 10,950
50,000 2,325 4,650 6,975 9,300 11,625 13,950
60,000 2,825 5,650 8,475 11,300 14,125 16,950
70,000 3,325 6,650 9,975 13,300 16,625 19,950
80,000 3,825 7,650 11,475 15,300 19,125 22,950
90,000 4,325 8,650 12,975 17,300 21,625 25,950
100,000 4,825 9,650 14,475 19,300 24,125 28,950
110,000 5,325 10,650 15,975 21,300 26,625 31,950
120,000 5,825 11,650 17,475 23,300 29,125 34,950
130,000 6,325 12,650 18,975 25,300 31,625 37,950
140,000 6,825 13,650 20,475 27,300 34,125 40,950
150,000 7,325 14,650 21,975 29,300 36,625 43,950
160,000 7,825 15,650 23,475 31,300 39,125 46,950
</TABLE>
11
<PAGE> 15
Senior officers of the Corporation and its subsidiaries are eligible to
receive pension benefits under the Riggs Bank Amended Pension Plan. Effective
December 31, 1995, the benefit formula for determining the pension benefit
payable under the plan is 1% of the officer's compensation for each year of
service up to a maximum of 30 years, less .35% of the officer's compensation not
in excess of $10,000 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, an officer's pension benefit payable under the plan is
protected at that level.
Average compensation is limited by the Riggs Bank 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 1999. 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. Davis, $20,436; Mr. Roane, $46,950; and Mr. Dudley, $46,950.
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 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 later 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 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, Coughlin, Roane, Davis and Dudley would be $40,000, $40,000,
$15,000, $25,000, and $15,000, respectively.
EMPLOYMENT AGREEMENT
Mr. Allbritton entered into a five-year Employment Agreement with the
Corporation, effective July 15, 1999, and an Amended Employment Agreement
effective December 28, 1999 (the "Agreement"). The Agreement provides for
payment to Mr. Allbritton of an annual base salary of $800,000, subject to an
annual review by the Board, and for an annual performance bonus pursuant to the
Riggs National Corporation Executive Incentive Plan (the "RNC Incentive Plan")
of up to 150% of base salary. The Agreement further provides that, because the
Corporation met the 1999 performance goal set for the last five months of 1999
by the Compensation Committee of the Board, Mr. Allbritton will be paid a bonus
of $1.2 million if the shareholders approve the RNC Incentive Plan (Proxy Item
No. 2). The Agreement also provides for Mr. Allbritton's participation in the
Corporation's various bonus and benefit plans for executives and for employees
as in effect from time to time and the continuation of his current additional
benefits. In the event (i) the Corporation terminates Mr. Allbritton without
cause as defined in the Agreement, (ii) Mr. Allbritton terminates his employment
with the Corporation for good reasons including the removal of Mr. Allbritton
from his corporate offices or any material reduction in his authority or
responsibility, or any material breach of the Agreement by the Corporation, or
(iii) the Corporation terminates Mr. Allbritton or Mr. Allbritton terminates his
employment following a change of control, the Agreement provides for payment of
all amounts payable under the Agreement for the remaining term, including the
base salary and the annual performance bonus. The Agreement provides a grossed
up payment in the event any change in control payments are subject to certain
excise taxes.
TRANSACTIONS WITH MANAGEMENT
INDEBTEDNESS OF DIRECTORS, NOMINEES FOR DIRECTORS, EXECUTIVE OFFICERS AND
RELATED PERSONS
During the last fiscal year, the Corporation's banking subsidiaries have
had lending transactions in the ordinary course of their banking business with
directors of Riggs Bank and Riggs Bank Europe Limited and
12
<PAGE> 16
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.
TRANSACTIONS WITH RESPECT TO CORPORATE AIRCRAFT
On September 10, 1999, Riggs Bank sold its 1982 Gulfstream III corporate
aircraft (the "Gulfstream III") to Perpetual Corporation ("Perpetual"), a
company directly owned by Mr. Joe L. Allbritton, Chairman of the Board and Chief
Executive Officer of the Corporation, and another company that is indirectly
owned by Mr. Allbritton. Mr. Robert L. Allbritton is a director and Mr. Lawrence
I. Hebert is a director and president of Perpetual. The Gulfstream III was sold
for a purchase price of $10,375,430, which resulted in a gain of $3,811,590 to
the Corporation and represents the excess of the price received over the
corporation's book value for the plane. In connection with the sale of the
Gulfstream III, Riggs Bank solicited three appraisals for the Gulfstream III
from reputable aircraft dealers or appraisers. The purchase price represents the
highest appraised value received.
OTHER RELATED PARTY TRANSACTIONS
During 1999, Allbritton Communications Company ("ACC"), a company
indirectly owned by Mr. Joe L. Allbritton and of which Mr. Robert L. Allbritton
is president and Mr. Lawrence I. Hebert is the chairman and chief executive
officer, paid Riggs Bank $375,831.35 to lease space in an office building owned
by Riggs Bank under a lease that has been extended through 2001. Also during
1999, ACC reimbursed the Corporation $139,799.89 for use of entertainment suites
at sports stadiums.
In 1999, Riggs Bank purchased through its outside advertising agency
$227,000 of advertising time from WJLA-TV, a division of ACC. Riggs Bank. also
purchased $250,000 of advertising time from NewsChannel 8, which is owned by
ALLNEWSCO, Inc., a company owned by Mr. Joe L. Allbritton and of which Mr.
Robert L. Allbritton and Mr. Lawrence I. Hebert are directors.
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 its subsidiaries, including Riggs Bank (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 1999, the Compensation Committee continued to maintain a compensation
framework for executive officers in which executives' pay was linked to the
financial success of the bank. Specifically, the 1999 compensation framework
consisted of: (1) paying competitive market rates of base pay; (2) granting
competitive stock options to key employees of the Corporation as an incentive to
further the long-term growth and success of the Corporation; and (3) providing
executive officers with the opportunity for cash bonuses based on financial
performance of the Corporation pursuant to the 1999 Senior Executive Incentive
Plan and 1999 General Incentive Plan.
13
<PAGE> 17
Each senior executive's annual bonus eligibility under the Senior Executive
Incentive Plan is based on two equally weighted components: the financial
performance of the Bank and a discretionary component based on the executive's
overall contribution to the Bank. Financial performance of the Bank is measured
using three factors, which are weighted as follows: (i) return on average assets
("ROA") (50%); (ii) net income (30%); and fee income excluding security gains
(20%). The General Incentive Plan awards annual bonuses to employees in pay
grades 55-61 as a percentage of the mid-point of the respective salary range.
Bonus eligibility under the General Incentive Plan is based on three factors:
grade level, an employee's performance rating on a five-point scale, and the
Bank's financial performance. An employee must have received a performance
rating of "3" or better to be eligible for an award. The General Incentive Plan
established a range of possible awards depending on the employee's pay grade and
performance rating. The Bank's financial performance (based on ROA, net income
and fee income excluding security gains) is used to determine the point in the
plan range at which the employee's bonus award is set.
1999 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 1999.
Taking into account (i) Mr. Allbritton's voluntary reduction in cash
compensation in 1992 from its previous level of two million dollars per year in
order to improve the profitability of the Corporation and to assist it in
returning to a healthy and profitable corporation, with reasonable expectation
that once the Corporation returned to historic profitability levels his
compensation would be increased, and (ii) the Corporation's approval and
implementation of Mr. Allbritton's strategy to develop increased income from a
broad spectrum of financial services in the future, the Board directed the
Compensation Committee to negotiate an employment agreement with Mr. Allbritton,
pursuant to which Mr. Allbritton received a base salary of $800,000 for 1999
effective July 1, 1999.
As contemplated by Mr. Allbritton's employment agreement, the Compensation
Committee adopted the Riggs National Corporation Executive Incentive Plan (the
"RNC Incentive Plan") described more fully under "Corporation Proposal to Adopt
the Executive Incentive Plan" (Proxy Item No. 2), which was approved by the
Board. The Compensation Committee awarded Mr. Allbritton a bonus of $1.2 million
under the RNC Incentive Plan based on the Corporation's achievement of the
performance goal set by the Committee for the last five months of 1999, which
award will be paid if the shareholders of the Corporation approve adoption of
the RNC Incentive Plan. The performance goal set for 1999 was the achievement of
the level of Net Income Available for Common Shareholders (excluding net income
resulting from loan loss reversals) for the five-month period from August
through December 1999 in excess of five times the monthly average of such net
income for the fiscal years 1994 through 1998.
In July 1999, the Non-Employee Directors Committee awarded Mr. Allbritton
the option to purchase 1,000,000 shares of the Corporation's Common Stock at a
price of $19.50 per share under the Amended 1996 Stock Option Plan approved at
the Corporation's Annual Meeting of Shareholders held on April 14, 1999. The
option vested and became exercisable on the grant date. This option grant took
into account the Compensation Committee's evaluation of Mr. Allbritton's
contributions to the Corporation in 1998 when the Corporation earned net income
of $68.1 million and the importance of his future contribution to the
transformation of the Corporation into a broadly based financial services
company.
OTHER EXECUTIVE OFFICERS. Stock option grants were made to certain
executive officers in 1999 based on corporate and individual performance in
1998. See "Stock Option Grants in 1999," for a description of the stock options
granted to executive officers. There were no bonuses awarded pursuant to either
the 1999 Senior Executive Incentive Plan or the 1999 General Incentive Plan.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Internal Revenue Code Section 162(m) does not permit the Corporation to
deduct as a business expense 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 executive officers named in the Proxy Statement.
14
<PAGE> 18
As a general matter, the Compensation Committee policy is to pay
compensation that is deductible pursuant to Section 162(m). However, the
Compensation Committee reserves the right, in circumstances where it deems it
appropriate, to pay compensation that is not deductible for purposes of Section
162(m). All compensation earned by the Corporation's Chief Executive Officer and
four most highly compensated officers in 1999 satisfied the deductibility
requirements under 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 of the Corporation, and
no executive officer of the Corporation served as a member of the compensation
committee of any entity whose executive officer serves as a director of the
Corporation.
During fiscal year 1999, Compensation Committee member Robert L. Sloan and
an entity for which Mr. Sloan served as the Chief Executive Officer had
outstanding loans with Riggs Bank made in the ordinary course of business 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 loans did not, at the time they were 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
15
<PAGE> 19
STOCK PERFORMANCE CHART
The stock performance graph compares the Corporation's stock performance to
the Russell 2000 Index along with the NASDAQ Total U.S. Index, which was used in
last year's proxy statement. The Russell 2000 Index consists of United States
companies having a market capitalization ranking according to size from 1001 to
3000. The Corporation is included in the Russell 2000 Index. We believe the
Corporation's performance is more accurately compared to companies with a range
of market capitalizations more comparable to the Corporation's, rather than the
NASDAQ Total U.S. Index, which includes companies with market capitalization
many times the size of the Corporation's market capitalization.
The stock performance graph also compares the Corporation's stock
performance to the SNL $5B-$10B Bank Index in addition to the SNL Mid-Atlantic
Bank Index, which was used in last year's proxy statement. The SNL $5B-$10B Bank
Index which includes Riggs, contains all banks and related holding companies
from throughout the United States with total assets of between $5 billion and
$10 billion, thus providing a larger and more appropriate measurement base to
compare with the Corporation's stock performance. The SNL Mid-Atlantic Bank
Index contains banking institutions from a smaller geographical area, including
banks with significantly more assets and larger market capitalization that are
located in New York. We believe that a comparison of the Corporation's stock
performance to banks with similar assets and market capitalizations is more
accurate than a comparison based solely on geography. Each bank's stock
performance in the foregoing indexes is weighted according to its market
capitalization.
[STOCK PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
RIGGS NATIONAL NASDAQ - TOTAL SNL $5B-$10B SNL MID-ATLANTIC
CORPORATION RUSSELL 2000 US* BANK INDEX (1) BANK INDEX (1)
-------------- ------------ -------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
12/31/94 100.00 100.00 100.00 100.00 100.00
12/31/95 155.22 128.45 141.33 153.34 160.04
12/31/96 208.30 149.64 173.89 205.40 229.66
12/31/97 327.72 183.10 213.07 336.92 326.41
12/31/98 250.30 178.44 300.25 325.93 361.87
12/31/99 163.85 216.37 542.43 298.70 459.77
</TABLE>
Assumes $100 invested on December 31, 1994.
Assumes dividends reinvested to fiscal year ended December 31, 1999.
- ---------------
(1) A list of the banks included in the SNL Middle Atlantic Bank Index or the
SNL $5B-$10B Bank 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.
16
<PAGE> 20
CORPORATION PROPOSAL
TO ADOPT THE EXECUTIVE INCENTIVE PLAN
(ITEM NO. 2 ON PROXY)
DESCRIPTION OF THE INCENTIVE PLAN
As a part of a program to provide an additional vehicle to focus and
motivate the performance of the executives of the Corporation, the Board of
Directors has adopted the Riggs National Corporation Executive Incentive Plan
(the "RNC Incentive Plan"). The RNC Incentive Plan provides an opportunity for
executives to earn incentive cash compensation for contributing significantly to
the strategic and long-term performance objectives and growth of the
Corporation. A summary of the RNC Incentive Plan is set forth below but is
qualified in its entirety by reference to the full text of the RNC Incentive
Plan itself, which is attached as Appendix A.
The RNC Incentive Plan is being submitted to shareholders for purposes of
meeting the requirements for deductibility of certain compensation paid by the
Corporation under Section 162(m) of the Internal Revenue Code (the "Code").
Section 162(m) limits the Corporation's deduction to $1 million per year per
executive for certain compensation paid to each of its Chief Executive Officer
(the "CEO") and the four highest compensated executives other than the CEO.
While future incentive awards under the RNC Incentive Plan are not determinable,
pursuant to an employment agreement entered into between Mr. Allbritton and the
Corporation effective as of July 15, 1999, Mr. Allbritton is eligible to receive
under the RNC Incentive Plan an annual bonus for 1999 of $1.2 million and will
be eligible to receive future annual bonuses of up to 150% of his base salary.
The RNC Incentive Plan has been designed and will be administered to
provide "performance based" incentives as set forth under Section 162(m) of the
Code. A Bonus (as defined under the RNC Incentive Plan) may be granted at the
discretion of the Compensation Committee of the Board (the "Committee"),
comprised solely of "outside directors" (within the meaning of Section 162(m) of
the Code) to any executive who the Committee believes may be a "covered
employee," as defined in Section 162(m) of the Code. In general, the regulations
under Section 162(m) exclude from the $1 million limitation compensation that is
calculated based on objective performance criteria. The amount of any Bonuses
will be based on objective performance goals and a targeted level or levels of
performance with respect to each goal as specified by the Committee. The
performance criteria for Bonuses will be based upon one or more of the following
criteria: before or after tax net income; net income available for common stock;
earnings per share; book value per share; stock price; return on shareholders'
equity; the relative performance in comparison to peer group companies; expense
management; return on investment; improvements in capital structure; return on
assets; profit margins; budget comparisons; and total return to shareholders.
The Committee may determine in its sole discretion the applicable performance
period relating to any Bonus and may include with respect to any award any
change in control provision. The Committee must certify as to the attainment of
the applicable performance goals prior to payment of any Bonus, and may reduce
the amount of any Bonus.
The RNC Incentive Plan may be amended, suspended or terminated in whole or
in part at any time by the Committee or the Board without shareholder approval,
unless shareholder approval is required by any applicable law, rule or
regulation.
The maximum aggregate amount of Bonuses that may be awarded to any
individual employee during any calendar year is $2 million. There is no
requirement that the maximum amount be awarded. Bonuses awarded under the RNC
Incentive Plan are contingent on shareholder approval of the RNC Incentive Plan
and will not be paid unless and until the RNC Incentive Plan is approved by
shareholders. Pursuant to the employment agreement entered into between Mr.
Allbritton and the Corporation, if the shareholders approve adoption of the RNC
Incentive Plan, as stated above, Mr. Allbritton will receive a $1.2 million
bonus under the RNC Incentive Plan for the calendar year 1999 because the
Corporation met the 1999 performance goal set by the Committee in August of 1999
for the last five months of the year.
The RNC Incentive Plan does not preclude payment of other compensation
apart from the RNC Incentive Plan, including bonuses based upon annual measures
of performance or otherwise. Nondeductible
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<PAGE> 21
compensation may be paid by the Corporation if the Committee or the Board
determines that such payments are in the interest of the Corporation.
BOARD OF DIRECTORS' RECOMMENDATION
The Board of Directors recommends a vote FOR the approval of the adoption
of the RNC Incentive Plan.
The shares of Common Stock represented by properly executed proxies will be
voted FOR the approval of the adoption of the RNC Incentive Plan unless
otherwise specified on the proxy.
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<PAGE> 22
SHAREHOLDER PROPOSAL
(ITEM NO. 3 ON PROXY)
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 Corporation 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 corporations."
"Last year the owners of 5,106,784 shares representing approximately 13.5%
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. The Board, through its
Audit Committee, is charged with the responsibility of monitoring the
Corporation's outside accountant Arthur Andersen LLP ("Arthur Andersen"), and
assessing its 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 accountant. 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.
The shares of Common Stock represented by properly executed proxies will be
voted AGAINST this proposal unless otherwise specified on the proxy.
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<PAGE> 23
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
The Board anticipates that the next Annual Meeting of Shareholders will be
held on or about April 11, 2001. A shareholder who intends to present a proposal
at the 2001 Annual Meeting must submit the written text of the proposal to the
Corporation no later than November 13, 2000, in order for the proposal to be
considered for inclusion in the Corporation's proxy statement and form of proxy
for that meeting. Shareholder proposals submitted otherwise than for inclusion
in the proxy statement shall be deemed untimely and may not be properly brought
before the Annual Meeting if the Corporation, prior to January 25, 2001, does
not receive notice of any such proposal.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has been selected as the independent public accountant
for the Corporation for 2000 and has served as the independent public accountant
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.
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. Directors,
officers or regular employees of the Corporation or of Riggs Bank, who will not
be additionally compensated therefor, will make all such further solicitations.
The Corporation will arrange 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 sole
discretion.
ANNUAL REPORT ON FORM 10-K
A COPY OF OUR ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE SEC, IS
AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO STEVEN T. TAMBURO, INVESTOR
RELATIONS, RIGGS NATIONAL CORPORATION, 808 17TH STREET, N.W., WASHINGTON, D.C.
20006.
By Order of the Board of Directors,
/s/ Timothy C. Coughlin
TIMOTHY C. COUGHLIN
President
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<PAGE> 24
APPENDIX A
RIGGS NATIONAL CORPORATION
EXECUTIVE INCENTIVE PLAN
1. PURPOSE. The purpose of the Executive Incentive Plan (the "Plan") is
to advance the interests of Riggs National Corporation (the "Company") and its
stockholders by providing incentives in the form of bonus awards to certain
executives of the Company and any of its subsidiaries or other related business
units or entities ("Affiliates") who contribute significantly to the strategic
and long-term performance objectives and growth of the Company and its
Affiliates.
2. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors of the Company (the
"Board"), as such committee is from time to time constituted. The Committee may
delegate its duties and powers in whole or in part (i) to any subcommittee
thereof consisting solely of at least two "outside directors," as defined under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or
(ii) to the extent consistent with Section 162(m) of the Code, to any other
individual or individuals.
The Committee has all the powers vested in it by the terms of the Plan set
forth herein, such powers to include the exclusive authority to select the
executives to be granted bonus awards (the "Bonuses") under the Plan, to
determine the size and terms of the Bonus made to each individual selected
(subject to the limitation imposed below), to modify the terms of any Bonus that
has been granted (except with respect to any modification which would increase
the amount of compensation payable to a "Covered Employee," as such term is
defined in Section 162(m) of the Code), to determine the time when Bonuses will
be awarded, to establish performance objectives in respect of Bonuses and to
certify that such performance objectives were attained. The Committee is
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent the Committee deems necessary or
desirable to carry it into effect. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. No member of the Committee and no officer of
the Company shall be liable for anything done or omitted to be done by him or
her, by any other member of the Committee or by any officer of the Company in
connection with the performance of duties under the Plan, except for his or her
own willful misconduct or as expressly provided by statute. If the Committee
determines that a Bonus to be granted to a Covered Employee (or a person likely
to be a Covered Employee) should qualify as "performance-based compensation" for
purposes of Section 162(m) of the Code, all of the foregoing determinations
shall be made by the Committee, if the Committee is comprised solely of "outside
directors" and, if it is not, then by a subcommittee of the Committee so
comprised.
3. PARTICIPATION. The Committee shall have exclusive power (except as may
be delegated as permitted herein) to select the executives of the Company and
its Affiliates who may participate in the Plan and be granted Bonuses under the
Plan ("Participants").
4. BONUSES UNDER THE PLAN.
(A) IN GENERAL. The Committee shall determine the amount of a Bonus to
be granted to each Participant in accordance with subsection (b)
below.
(B) BONUSES. (i) The Committee may in its discretion award a Bonus to
a Participant who it reasonably believes may be a Covered Employee
for the taxable year of the Company in which such Bonus would be
deductible, under the terms and conditions of this subsection (b).
Subject to clause (iii) of this Section 4(b), the amount of a
Participant's Bonus shall be an amount determinable from written
performance goals approved by the Committee while the outcome is
substantially uncertain and no more than 90 days after the
commencement of the period to which the performance goal relates
or, if less, the number of days that is equal to 25 percent of the
relevant performance period. The maximum aggregate limit on Bonuses
that
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<PAGE> 25
may be awarded under this Plan to any Participant with respect to
any calendar year is $2 million.
(ii) The amount of any Bonus will be based on objective performance
goals and a targeted level or levels of performance with respect to
each goal as specified by the Committee. One or more of the
following business criteria for the Company on a consolidated
basis, and/or for specified subsidiaries or business units of the
Company shall be used by the Committee in establishing performance
goals for Bonuses: (A) before or after tax net income; (B) net
income available for common stock; (C) earnings per share; (D) book
value per share; (E) stock price; (F) return on stockholders"
equity; (G) the relative performance of peer group companies; (H)
expense management; (I) return on investment; (J) improvements in
capital structure; (K) return on assets; (L) profit margins; (M)
budget comparisons; and (N) total return to stockholders.
(iii) The Committee shall determine (in writing with respect to any
Covered Employee) whether the performance goals have been met with
respect to any affected Participant and, if they have, so certify
and ascertain the amount of the applicable Bonus. No Bonuses will
be paid until such certification is made by the Committee.
(iv) The provisions of this Section 4(b) shall be administered and
interpreted in accordance with Section 162(m) of the Code to ensure
the deductibility by the Company or its Affiliates of the payment
of Bonuses.
5. DESIGNATION OF BENEFICIARY BY PARTICIPANT. The Committee or its
delegate shall create a procedure whereby a Participant may file, on a form to
be provided by the Committee, a written election designating one or more
beneficiaries with respect to the amount, if any, payable in the event of the
Participant's death. The Participant may amend such beneficiary designation in
writing at any time prior to the Participant's death, without the consent of any
previously designated beneficiary. Such designation or amended designation, as
the case may be, shall not be effective unless and until received by the duly
authorized representatives of the Committee or its delegate prior to the
Participant's death. In the absence of any such designation, the amount payable,
if any, shall be delivered to the legal representative of such Participant's
estate.
6. MISCELLANEOUS PROVISIONS.
(a) No employee or other person shall have any claim or right to be
paid a Bonus under the Plan. Determinations made by the Committee
under the Plan need not be uniform and may be made selectively
among eligible individuals under the Plan, whether or not such
eligible individuals are similarly situated. Neither the Plan nor
any action taken hereunder shall be construed as giving any
employee or other person any right to continue to be employed by or
perform services for the Company or any Affiliate, and the right to
terminate the employment of or performance of services by any
Participant at any time and for any reason is specifically reserved
to the Company and its Affiliates.
(b) Except as may be approved by the Committee, a Participant's rights
and interest under the Plan may not be assigned or transferred,
hypothecated or encumbered in whole or in part either directly or
by operation of law or otherwise (except in the event of a
Participant's death) including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy or in
any other manner; provided, however, that, subject to applicable
law, any amounts payable to any Participant hereunder are subject
to reduction to satisfy any liabilities owed to the Company or any
of its Affiliates by the Participant.
(c) The Committee shall have the authority to determine in its sole
discretion the applicable performance period relating to any Bonus
and to include with respect to any award any change in control
provision.
(d) The Company and its Affiliates shall have the right to deduct from
any payment made under the Plan any federal, state, local or
foreign income or other taxes required by law to be withheld with
respect to such payment.
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<PAGE> 26
(e) The Company is the sponsor and legal obligor under the Plan, and
shall make all payments hereunder, other than any payments to be
made by any of the Affiliates, which shall be made by such
Affiliate, as appropriate. Nothing herein is intended to restrict
the Company from charging an Affiliate that employs a Participant
for all or a portion of the payments made by the Company hereunder.
The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure
the payment of any amounts under the Plan, and rights to payment
hereunder shall be no greater than the rights of the Company's
unsecured, subordinated creditors, and shall be subordinated to the
claims of the customers and clients of the Company. All expenses
involved in administering the Plan shall be borne by the Company.
(f) The validity, construction, interpretation, administration and
effect of the Plan and rights relating to the Plan and to Bonuses
granted under the Plan, shall be governed by the substantive laws,
but not the choice of law rules, of the State of Delaware.
(g) The Plan shall be effective as of August 23, 1999 (the "Effective
Date"), subject to the affirmative vote of the holders of a
majority of all shares of Common Stock of the Company present in
person or by proxy at the Annual Meeting of the Company to be held
on April 12, 2000.
7. PLAN AMENDMENT OR SUSPENSION. The Plan may be amended, suspended or
terminated in whole or in part at any time and from time to time by the
Committee or the Board without the consent of the Company's stockholders or any
Participant; provided, however, that any amendment to the Plan shall be
submitted to the stockholders if stockholder approval is required by any
applicable law, rule or regulation.
8. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the
Board nor its submission of any terms of the Plan to the stockholders of the
Company for approval shall be construed as creating any limitations on the power
of the Board or the Committee to adopt such other incentive arrangements, apart
from the Plan, as it may deem desirable, including incentive arrangements and
awards that do not qualify under Code Section 162(m), and such other
arrangements may be either applicable generally or only in specific cases.
9. ACTIONS AND DECISIONS REGARDING THE BUSINESS OR OPERATIONS OF THE
COMPANY AND/OR ITS AFFILIATES. Notwithstanding anything in the Plan to the
contrary, neither the Company nor any of its Affiliates nor their respective
officers, directors, employees or agents shall have any liability to any
Participant (or his or her beneficiaries or heirs) under the Plan or otherwise
on account of any action taken, or not taken, in good faith by any of the
foregoing persons with respect to the business or operations of the Company or
any Affiliates.
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[RIGGS LOGO]
RIGGS NATIONAL CORPORATION
PROXY FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Edward J. Miller, Jr., H. Gregory Platts,
and Pauline A. Schneider 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 29,
2000, at the Annual Meeting of Shareholders to be held at the Grand Hyatt
Washington Hotel, 1000 H Street, N.W., Washington, D.C. 20001, on April 12,
2000, at 10:00 a.m., or at any adjournments or postponements thereof, with all
the powers the undersigned would possess if personally present as follows:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND IF PROPERLY
EXECUTED AND TIMELY DELIVERED, WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2, "AGAINST" ITEM 3, AND IN
ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS SHOULD ANY OTHER
BUSINESS BE PROPERLY PRESENTED AT THE MEETING.
(Continued, and to be executed on the other side.)
RIGGS NATIONAL CORPORATION
P.O. BOX 11185
NEW YORK, N.Y. 10203-0185
<PAGE> 28
RIGGS NATIONAL CORPORATION
1503 PENNSYLVANIA AVENUE, N.W. WASHINGTON, D.C. 20005
MARCH 10, 2000
The Annual Meeting of Shareholders (the "Meeting") of Riggs National
Corporation (the "Corporation") will be held on Wednesday, April 12, 2000, at
10:00 a.m., local time, at the Grand Hyatt Washington Hotel, 1000 H Street,
N.W., Washington, D.C. 20001, for the following purposes:
1. To elect a board of directors for the ensuing year;
2. To consider and act upon a proposal to approve the adoption of
the Riggs National Corporation Executive Incentive Plan;
3. To consider a shareholder proposal to require the Board take the
necessary steps to have the accountants elected each year by all
of the Shareholders; and
4. 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 29, 2000, will
be entitled to vote at the Meeting or any adjournments or postponements thereof.
Whether or not you contemplate attending the Meeting, please execute the Proxy
Card below 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.
<TABLE>
<S><C>
DETACH PROXY CARD HERE
\/ \/
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1. ELECTION OF DIRECTORS: FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] EXCEPTIONS [ ]
listed below for all nominees listed below
Nominees: Joe L. Allbritton, Robert L. Allbritton, Timothy C. Coughlin, John M. Fahey, Jr., Lawrence I. Hebert,
Steven B. Pfeiffer, John E. V. Ross, Robert L. Sloan, Jack Valenti, William L. Walton, 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. Corporation Proposal to approve the adoption of the Riggs 3. Shareholder Proposal to require the Board take the necessary
National Corporation Executive Incentive Plan. steps to have the accountants elected each year by all of the
shareholders.
FOR [ ] AGAINST [ ] ABSTAIN [ ] FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To consider and act upon any other matters that may properly
be brought before the Meeting or any adjournments or
postponement thereof.
CHANGE OF ADDRESS AND/OR
COMMENTS MARK HERE [ ]
(When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If more
than one trustee, all should sign.)
Dated________________________________________, 2000
___________________________________________________
Signature of Shareholder
___________________________________________________
| Signature of Shareholder
______|
VOTES MUST BE INDICATED
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE. (X) IN BLACK OR BLUE INK. [X]
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD
\/ BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE \/
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