Exhibit 10.4


                           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.

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         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 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.



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                  (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.



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                  (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.

                  (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.



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         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.