RIGGS NATIONAL CORPORATION
                                     and
                               RIGGS BANK N.A.
                    DEFERRED COMPENSATION PLAN FOR DIRECTORS
                    ----------------------------------------
                           (As Revised April 12, 2000)


                                   ARTICLE I
                                   ---------

                                 INTRODUCTION

         This Deferred  Compensation  Plan (the "Plan") is  established by Riggs
National  Corporation  (the  "Company") and Riggs Bank N.A. (the "Bank") for the
benefit of their Directors and their  Beneficiaries,  and it shall be maintained
according to the terms  hereof.  The Plan allows  Directors to defer receipt and
taxation  of  Director's  Fees and to  invest  deferred  fees in  Shares  of the
Company.

                                   ARTICLE II
                                   ----------

                                  DEFINITIONS

                  2.1  DEFINITIONS.  When used herein,  the following  words and
phrases  shall have the meanings  assigned to them,  unless the context  clearly
indicates otherwise:

         (a)  "Bank" means Riggs Bank N.A. (formerly known as The Riggs National
 Bank of Washington, D.C.).

         (b)  "Beneficiary"  means the person or persons,  natural or otherwise,
designated by a Director under section 8.1 to receive any death benefit  payable
under section 7.3.

         (c) "Board of  Directors"  means the board of  directors of the Company
unless otherwise stated.

         (d) "Cash  Deferred Fee Account"  means an account  established  in the
name of a Director to which is credited any Director's Fees that are deferred by
the  Director  under  section  3.1(a) and  directed  into the Cash  Deferred Fee
Account under section 3.1(c), any Prior Deferred Fees which the Director elected
to have  transferred  to the Plan,  any interest that is credited  under section
5.1, any dividends that are credited  under sections  6.1(c) and 7.2(b) and from
which is debited payments made under Article VII.

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

         (f)      "Company" means the Riggs National Corporation.


<PAGE>


         (g)  "Deferred  Fee  Accounts"  means a  Director's  Cash  Deferred Fee
Account and Stock Deferred Fee Account.

         (h) "Deferred Fee Agreement" means the written agreement, substantially
in the form of Exhibit A hereto,  between  the  Director  and the Company or the
Bank, as appropriate, that together with the Plan, governs the Director's rights
to payment of deferred  Director's  Fees (adjusted for  investment  performance)
under the Plan.

         (i) "Director" means a non-employee member of the board of directors of
the Company,  the Bank or any subsidiaries or affiliates whose  participation is
approved by the board of directors of the Company.

         (j) "Director's  Fees" means the retainer paid to a Director,  any fees
paid to a Director  for  attending  meetings  of the board of  directors  or any
committee of the board of directors  and any fees paid to a Director for serving
as chairman of a committee of the board of directors.

         (k) "Fair Market  Value"  means,  with respect to a share of the Common
Stock,  (i) if the Common Stock is listed on a national  securities  exchange or
traded on the National  Market System,  the closing price of the Common Stock on
the  determination  date or if there are no sales on such date, then on the next
preceding  date on which there were sales of Common  Stock,  all as published in
the Eastern Edition of The Wall Street Journal,  (ii) if the Common Stock is not
listed on a  national  securities  exchange  or traded  on the  National  Market
System,  the  closing  price  last  reported  by  the  National  Association  of
Securities Dealers,  Inc. for the  over-the-counter  market on the determination
date or, if no sales are reported on such date,  then on the next preceding date
on which there were such quotations,  or (iii) if the Common Stock is not listed
on a national  securities  exchange or traded on the National  Market System and
quotations for the Common Stock are not reported by the National  Association of
Securities  Dealers,  Inc.,  the  fair  market  value  determined  by  Board  of
Directors. In no case, however, shall the Fair Market Value be less than the par
value of the Common Stock.

         (l)  "Interest"  means the amount of interest  credited to a Director's
Cash  Deferred  Fee  Account at an annual rate  determined  in  accordance  with
section 5.2.

         (m) "Plan"  means the Riggs  National  Corporation  and Riggs Bank N.A.
Deferred  Compensation Plan for Directors set forth in this document, as amended
from time to time.

         (n) "Plan Year" means the  twelve-month  period  beginning  January 1
and ending the  following  December 31 (February 1 through January 31 for
periods prior to January 1, 1998).

         (o) "Prior  Deferred Fees" means  Director's  Fees earned prior to June
30,  1994,  and  deferred  under a previous  deferred  compensation  arrangement
sponsored by the Company or the Bank.

         (p) "Quarterly  Payment  Period" means each quarterly  period for which
Directors Fees are paid to a Director.

                                      -2-
<PAGE>

         (q) "Shares"  means the phantom  shares of Common  Stock  credited to a
Director's Stock Deferred Fee Account.

         (r) "Stock  Deferred Fee Account"  means an account  established in the
name of a Director to which is credited  Shares for any Director's Fees that are
deferred  by the  Director  under  section  3.1(a) and  directed  into the Stock
Deferred Fee Account  under  section  3.1(c),  any Prior  Deferred Fees that the
Director  elected to have  transferred to the Stock Deferred Fee Account and any
additional  Shares that are  credited  under  section  6.1(b) and from which are
debited payments made under Article VII. Payment of Shares credited to the Stock
Deferred Fee Account prior to April 12. 2000, is made by  distribution of shares
of Common Stock and payment of Shares  credited  after such date is made by cash
distribution.

                                    ARTICLE III
                                    -----------

                            DEFERRAL OF DIRECTOR'S FEES

         3.1  ELECTION TO DEFER FEES.  (a) For periods  prior to April 12, 2000,
before the  beginning  of a Quarterly  Payment  Period,  a Director may elect to
defer all or part of his or her  Director's  Fees to be earned in such Quarterly
Payment Period and following  Quarterly Payment Periods.  For periods commencing
after April 12, 2000,  before the  beginning of a calendar  year, a Director may
elect to  defer  all or a part of his or her  Director's  Fees to be paid in the
following  calendar year. For a new Director,  the election to defer  Director's
Fees earned  during his or her initial  quarter of service  shall be made within
thirty (30) days following the Director's  election or appointment  and shall be
effective for Director's  Fees earned as of the first day of the month after the
election is made.

         (b) Any  election  to defer  shall  continue  in effect for  subsequent
Quarterly  Payment Periods or calendar years, in the case of periods after April
12, 2000, unless modified or revoked in accordance with section 3.4.

         (c) When a  Director  elects to defer  Director's  Fees  under  section
3.1(a) the Director shall also elect whether amounts deferred should be credited
to his or her Cash  Deferred  Fee  Account,  to his or her  Stock  Deferred  Fee
Account,  or both, in the percentages  authorized in the Director's Deferred Fee
Agreement.

         3.2 LIMITATION ON STOCK  DEFERRED FEES. (a) A Director  cannot elect to
credit more than  $10,000 of  Director's  Fees each Plan Year to the  Director's
Stock Deferred Fee Account  beginning  February 1, 1997 and ending  December 31,
1997, and each  subsequent  Plan Year beginning on January 1 thereafter  through
April 11, 2000.  The $10,000 limit shall not apply to dividends  credited to the
Director's Stock Deferred Fee Account under section 6.1(b).

         (b)  There is no limit on the  amount  of  Director's  Fees that can be
credited to the Director's Stock Deferred Fee Account after April 12, 2000.

                                      -3-
<PAGE>

         (c) In the event that prior to April 12,  2000, a Director or Directors
elect to defer  Director's  Fees in the form of Shares  and the total  number of
Shares to be credited to all Directors' Stock Deferred Fee Accounts at such time
exceeds the number of shares of Common Stock then available  under the Plan, the
number of Shares credited to each Director's Stock Deferred Fee Account shall be
reduced on a pro rata basis and the remaining  Director's Fees shall be credited
to the Director's Cash Deferred Fee Account. The excess Director's Fees credited
to the Director's Cash Deferred Fee Account cannot  thereafter be transferred to
the Director's Stock Deferred Fee Account.

         (d)  There is no limit on the  amount  of  Director's  Fees that can be
credited to the Director's Cash Deferred Fee Account.

         3.3  CREDITING TO DEFERRED  FEE  ACCOUNTS.  (a) When a Director  elects
under  section  3.1(c)  to have  Director's  Fees  credited  to his or her  Cash
Deferred Fee Account, the Director's Cash Deferred Fee Account shall be credited
with the amount of such Director's Fees as of the day such Director's Fees would
have been paid to the Director were they not deferred under the Plan.

         (b) When a Director elects under section 3.1(c) to have Director's Fees
credited to his or her Stock Deferred Fee Account, the Director's Stock Deferred
Fee  Account  shall be  credited  with a  number  of  Shares  as of the day such
Director's  Fees would  have been paid to the  Director  were they not  deferred
under the Plan.  Subject to  sections  3.2(a) and  3.2(b),  the number of Shares
credited to the Stock  Deferred Fee Account  shall be the quotient of the amount
of Director's  Fees to be credited to the Stock Deferred Fee Account  divided by
the Fair Market Value of the Common Stock on such date.

         3.4  MODIFICATION  OR  REVOCATION  OF  DEFERRAL.  A Director  may, on a
prospective  basis for future  Quarterly  Payment  Periods or calendar years for
periods  after  April 12,  2000,  change  the  amount of  Director's  Fees to be
deferred by executing a new Deferred Fee Agreement or revoke his or her election
to defer  Director's Fees by executing a written  revocation to the Secretary of
the Company,  but no new Deferred Fee  Agreement or revocation of an election to
defer  Director's  Fees shall be effective in the  Quarterly  Payment  Period or
calendar year, as appropriate, in which it is executed.

         3.5  MODIFICATION  OF  INVESTMENT  DIRECTION.  A  Director  may,  on  a
prospective  basis  for  future  Director's  Fees,  modify  his or her  election
regarding the Deferred Fee Accounts to which his or her deferred Director's Fees
are  credited,  but no  modification  of such an election  shall affect  amounts
previously  deferred.  Modifications  must be made prior to the first day of the
month of the Quarterly  Payment  Period or calendar year for periods after April
12, 2000, for which such election is effective.

                                      -4-


<PAGE>

                                  ARTICLE IV
                                  ----------

                         CHANGE IN CAPITAL STRUCTURE

         4.1  CHANGE  IN  CAPITAL  STRUCTURE.  If the  Company  shall  effect  a
subdivision  or  consolidation  of shares  or other  capital  readjustment,  the
payment of a stock  dividend,  or other  increase or  reduction of the number of
shares of the Common Stock outstanding, without receiving compensation therefore
in money,  services or property (a "Capital  Adjustment"),  then (i) the number,
class,  and per share price of Shares credited to the Director's  Stock Deferred
Fee  Account  shall  be  appropriately  adjusted  to  account  for  the  Capital
Adjustment;  and (ii) the number and class of shares then  reserved for issuance
under the Plan shall be adjusted by substituting  for the total number and class
of shares of Common Stock then reserved the number and class of shares of Common
Stock  that  would  have  been  received  by the  owner  of an equal  number  of
outstanding  shares  of each  class of Common  Stock as the  result of the event
requiring the adjustment.

                                    ARTICLE V
                                    ---------

                                    INTEREST

         5.1  INTEREST.  Interest  shall be  credited  to each  Director's  Cash
Deferred  Fee  Account,  as of the  end  of  each  quarter,  at an  annual  rate
determined  pursuant to section  5.2.  Interest  shall be  credited  during each
quarter that a Director has any amount  credited to his or her Cash Deferred Fee
Account under the Plan.

         5.2 RATE OF INTEREST.  Interest shall be credited  during the Plan Year
at a rate equal to the  interest  rate paid by the Bank on its  certificates  of
deposit  having a  one-year  maturity  as of  February  1 of that  Plan Year for
periods  prior to  January  1,  1998 and as of  January  1 of that Plan Year for
periods after December 31, 1997.

                                   ARTICLE VI
                                   ----------

                                   DIVIDENDS

         6.1 CREDITING OF DIVIDENDS.  (a) Each Director with Shares  credited to
his or her Stock  Deferred  Fee  Account on the record date of a dividend on the
Common  Stock  shall be credited on the  payment  date of the  dividend  with an
amount  determined  by the  product  of the  number  of Shares  credited  to the
Director's  Stock  Deferred  Fee  Account on the  dividend  record  date and the
dividend per share on the Common Stock.

         (b) If the Director is currently  deferring  all or a portion of his or
her Director's Fees to the Director's Stock Deferred Fee Account, the Director's
Stock Deferred Fee Account shall be credited on the dividend payment date with a
number of Shares  determined  by dividing  the amount of the  dividends  for the
Director as  determined  under  section  6.1(a) by the Fair Market  Value of the
Common Stock on the dividend payment date.

                                      -5-


<PAGE>


         (c) If the Director is not currently  deferring all or a portion of his
or her Director's Fees to the Director's Stock Deferred Fee Account,  the amount
of dividends  determined  under section 6.1(a) shall be credited on the dividend
payment date to the Director's Cash Deferred Fee Account.

                                   ARTICLE VII
                                   -----------

                            PAYMENT OF DEFERRED FEES

         7.1 FORM OF PAYMENT OF DEFERRED  FEES. A Director  shall be entitled to
receive a benefit  equal to the  amounts  credited  to his or her  Deferred  Fee
Accounts  at the  time or  times  specified  in  such  Director's  Deferred  Fee
Agreement.  Amounts  credited to a Director's Cash Deferred Fee Account shall be
paid in cash.  Subject to adjustment or provided in Section 4.1, Shares credited
to a Director's  Stock  Deferred Fee Account  prior to April 12, 2000,  shall be
paid by the delivery by the Company of  certificates  representing a like number
of shares of the Common  Stock  while  Shares  credited  to a  Director's  Stock
Deferred  Fee  Account  after  such date shall be paid only in cash in an amount
equal to the then Fair Market Value of the Shares.

         7.2  TIMING OF PAYMENT  OF  DEFERRED  FEES.  (a) At the  election  of a
Director,  the amount credited to the Director's Cash Deferred Fee Account shall
be paid in a lump sum or in  installments  in accordance  with the terms of such
Director's  Deferred  Fee  Agreement.  Amounts  credited  to a  Director's  Cash
Deferred Fee Account  shall bear  interest at the rate  specified in section 5.2
during the installment payout period.

         (b) The Shares  credited to the  Director's  Stock Deferred Fee Account
shall be issued or paid in cash (as the case may be) to the  Director  in a lump
sum or, in the case of amounts credited with respect to Director's Fees deferred
after April 12,  2000,  in  installments  in  accordance  with the terms of such
Director's   Deferred  Fee  Agreement  provided  that  except  in  the  case  of
termination  of service,  such date shall be at least six months  following  the
date the Director  files his or her Deferred Fees  Agreement with the Company or
the Bank,  as  appropriate.  The  Director's  Cash Deferred Fee Account shall be
credited with dividends for Shares  credited to a Director's  Stock Deferred Fee
Account from the date on which the Director  ceases to be a Director  until such
payment is made.

         (c) Notwithstanding the foregoing, no payment of shares of Common Stock
from a Director's  Stock  Deferred Fee Account  shall be made until at least six
months and one day that an individual ceases to be a Director.  Furthermore,  no
payment of Shares from a Director's  Stock Deferred Fee Account shall be made by
issuing  Common Stock unless the Company may validly  issue Common Stock at such
time pursuant to all applicable rules and regulations, including but not limited
to corporate law,  securities law and stock exchange  rules. If Common Stock may
not  be  issued,   subject  to  compliance  with   applicable   securities  laws
requirements, the Fair Market Value of the Shares credited to a Director's Stock
Deferred Fee Account  which would  otherwise be paid by delivery of shares shall
instead be distributed in cash.

         7.3 DEATH OF A DIRECTOR. If a Director dies with any amount credited to
his or her Deferred Fee Accounts,  then his or her Beneficiary shall be entitled
to  receive  the  entire  amount in a lump sum in cash  and/or  shares of common
stock, as appropriate.  Such payment shall be made as soon as practicable  after
the end of the calendar quarter in which the Director's death occurred.

                                      -6-


<PAGE>

                                 ARTICLE VIII
                                 ------------

                                BENEFICIARIES

         8.1 DESIGNATION OF  BENEFICIARY.  Each Director may designate from time
to time any person or persons,  natural or otherwise,  as his or her Beneficiary
or  Beneficiaries to whom benefits under section 7.3 are to be paid if he or she
dies while  entitled to benefits.  Each  Beneficiary  designation  shall be made
either in the Deferred Fee Agreement or on a form prescribed by the Secretary of
the Company and shall be effective only when filed with the Secretary during the
Director's lifetime. Each Beneficiary designation filed with the Secretary shall
revoke  all  Beneficiary  designations  previously  made  by the  Director.  The
revocation  of a  Beneficiary  designation  shall not require the consent of any
designated Beneficiary.

                                   ARTICLE IX
                                   ----------

                                 ADMINISTRATION

         9.1 SHARES  AVAILABLE  UNDER THE PLAN.  (a) As of the effective date of
the Plan,  25,000  shares of Common Stock may be issued to Directors in the form
of shares of Common Stock under the Plan;  provided  that Shares  payable in the
form of cash shall not be subject to the share limit of this Section.

         (b) The number of shares of Common  Stock  available to be issued under
the Plan may be increased upon the approval of the Shareholders of the Company.

         9.2 RIGHT TO AMEND OR  TERMINATE  THE PLAN.  The  Company  may amend or
terminate the Plan at any time in whole or in part. No amendment or  termination
of the Plan shall  reduce any amounts  credited  to a  Director's  Deferred  Fee
Accounts,  any  amount  owed  to  him or her as of  the  date  of  amendment  or
termination,  or the  amount  of  Interest  accrued  or  number  of Shares to be
credited, as of such date, to his or her account.

         9.3 NO FUNDING  OBLIGATION.  Obligations  to pay any benefits under the
Plan shall be unfunded and  unsecured,  and any payments under the Plan shall be
made from the general  assets of the Company or the Bank,  as  appropriate.  The
Company or the Bank, as appropriate,  in its discretion, may set aside assets or
purchase  annuity or life  insurance  contracts to discharge  all or part of the
obligations  under  the  Plan.  The  assets  set  aside or the  annuity  or life
insurance  contracts  shall  remain in the name of the  Company or the Bank,  as
appropriate,  and no trust  shall be  created  by  setting  aside the  assets or
purchasing  annuity or life insurance  contracts.  A Director's rights under the
Plan  are not  assignable  or  transferable  other  than by will or the  laws of
descent and distribution,  and such rights are exercisable during the Director's
lifetime only by him or her, or by his or her guardian or legal representative.

         9.4  APPLICABLE  LAW.  This Plan shall be  construed  and  enforced  in
accordance  with the laws of the  District  of  Columbia,  except to the  extent
superseded by federal law.

                                      -7-

<PAGE>


         9.5  ADMINISTRATION  AND  INTERPRETATION.  The President of the Company
shall have the authority  and  responsibility  to  administer  and interpret the
Plan.  Benefits due and owing to a Director or Beneficiary  under the Plan shall
be paid when due without  any  requirement  that a claim for  benefits be filed.
However,  any Director or Beneficiary who has not received the benefits to which
he or she believes himself or herself entitled may file a written claim with the
President, who shall act on the claim within thirty days, and such action on any
such claim shall be conclusive.

         9.6  EFFECTIVE  DATE.  This amended  Plan shall become  effective as of
April 12,  2000,  with  respect to  Directors of the Company and on the date the
amended Plan is approved by Directors of the Bank with respect to its Directors.

                                      -8-

<PAGE>



                                     EXHIBIT A
                               DEFERRED FEE AGREEMENT


         This Agreement between  ____________________  (the  "Company/Bank") and
___________________________ (the "Director") is made the ___ day of ___________,
20__,  under the  Riggs  National  Corporation  and  Riggs  Bank  N.A.  Deferred
Compensation Plan for Directors (the "Plan").

1.  DEFERRED FEE PLAN.  The Director  agrees to the terms and  conditions of the
Plan, a copy of which has been delivered to the Director and  constitutes a part
of this  Agreement.  Capitalized  words and phrases in this Agreement shall have
the  meaning  given to them in the Plan,  unless the context  clearly  indicates
otherwise.

2. ELECTION TO DEFER FEES. The Director  authorizes and directs the Company/Bank
to defer  ________________________  [insert  percentage or dollar amount] of the
Director's Fees earned on or after ____________ 20__ and in each subsequent Plan
Year.  The Director may at any time change this election on a prospective  basis
for  Plan  Years  beginning  after  the date of such  change  or  revocation  by
executing a new Deferred Fee Agreement; the Director may at any time revoke this
election on a prospective  basis for Plan Years beginning after the date of such
revocation by delivering to the Secretary of the Company a written revocation of
the election.  No change or  revocation  shall be effective for the Plan Year in
which it is executed.

3.  INVESTMENT OF DEFERRED FEES. The Director elects to have his or her deferred
Director's Fees apportioned  between the Cash and Stock Deferred Fee Accounts as
follows: (circle appropriate percentages):

   Cash Deferred Fee Account:         0%       25%      50%      75%     100%
   Stock Deferred Fee Account:        0%       25%      50%      75%     100%

4. FORM OF PAYMENT.  (a) Cash  Deferred  Fee  Account.  The  Director  elects to
receive the amount of  Director's  Fees credited to his or her Cash Deferred Fee
Account pursuant to this Agreement in (check one):

         ( )      a lump sum; or
         ( )      substantially equal annual installments over a period of ___
                  years (not to exceed ten).
         Payments shall commence (check one):
         ( )      _________________, 20__ [must be at least six months from date
                  election is filed]; or
         ( )      upon termination of service as director.

                                     A-1
<PAGE>

         (b) Stock  Deferred Fee Account.  The Director shall receive the amount
of Director's Fees credited to his or her Stock Deferred Fee Account pursuant to
this Agreement (check one):
         ( )      a lump sum; or
         ( )      substantially equal annual installments over a period of ___
                  years (not to exceed ten).
         Payments shall commence (check one):
         ( )      ____________, 20__ [must be at least six months from date
                  election is filed]; or
         ( )      upon termination of service as director.

         5. BENEFICIARY.  The Director requests that, upon his or her death, any
amounts remaining in his or her Deferred Fees Account be paid to the Beneficiary
or  Beneficiaries  he or she has  designated in this Agreement or in a Notice of
Designation  of  Beneficiary  filed  with the  Secretary  of the  Company.  This
designation revokes all prior beneficiary designations.

                                                        Percentage of Deferred
   Beneficiary                 Address                       Fees Accounts
   -----------                 -------                  ----------------------

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






         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the day and year written above.

-----------------------------               ---------------------------------
Witness                                     Director

                                                 RIGGS NATIONAL CORPORATION
                                                 RIGGS BANK N.A.

                                                 By:____________________________
                                                 Name: _________________________
                                                 Title: ________________________

                                      A-2