exv10w7



 



Exhibit 10.7


INDEMNIFICATION AGREEMENT



     THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is entered into as of
this 16th day of April, 2003, by and between Riggs National
Corporation, a Delaware corporation (the “Company”), and WILLIAM L.
WALTON (“Indemnitee”).


RECITALS



     A.     WHEREAS, the Company is aware that because of the increased exposure to
litigation costs and risks resulting from service to corporations, talented and
experienced persons are increasingly reluctant to serve or continue serving as
directors or executive officers of corporations unless they are protected by
comprehensive liability insurance and indemnification;


     B.     WHEREAS, Plaintiffs often seek damages in such large amounts, and the
costs of litigation may be so great (whether or not the case is meritorious),
that the defense and/or settlement of such litigation is usually beyond the
personal resources of directors and executive officers;


     C.     WHEREAS, under the Company’s Certificate of Incorporation and By-Laws,
the Company is obliged to indemnify its officers, directors, employees and
agents to the full extent authorized or permitted by the General Corporation
Law of the State of Delaware and to advance litigation expenses incurred by
such persons; provided they agree to repay the amounts advanced if they are
ultimately not entitled to indemnification; and


     D.     WHEREAS, the Company believes that it is fair and proper to protect its
directors and executive officers from the risk of judgments, settlements and
other liabilities and expenses that may occur as a result of their service to
the Company.


     NOW, THEREFORE, the parties, intending to be legally bound, for good and
valuable consideration, hereby agree as follows:


     1.     Definitions.


          (a) Agent. “Agent” means a director or executive officer of the
Company or a director, officer, employee, agent, trustee or fiduciary of
another domestic or foreign corporation, partnership, joint venture, trust or
other enterprise serving at the request, for the convenience, or to represent
the interests of the Company.



          (b) Change of Control. A “Change of Control” shall be deemed to
occur upon the happening of any of the following:




		
	 	          (I) individuals who, on the date hereof, constitute the Board (the
“Incumbent Directors”) cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to the date hereof, whose
selection or nomination for election was approved by a vote of at
least two-thirds of the



 






 





		
	 	Incumbent Directors then on the Board (either by
a specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for director, without written
objection to such nomination) shall be an Incumbent Director,
provided, however, that no individual initially elected or
nominated as a director of the Company as a result of an actual or
threatened election contest (“Election Contest”) or other actual or
threatened solicitation of proxies or consent by or on behalf of any
“person” (as such term is defined in Section 3(a)(9) of the Securities
Exchange Act of 1934 (the “Exchange Act”) and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy
Contest”), including by reason of any agreements intended to avoid or
settle any Election Contest or Proxy Contest, shall be deemed an
Incumbent Director;




		
	 	          (II) any person becomes a “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the
Company’s then outstanding securities eligible to vote for the election
of the Board (the “Company Voting Securities”); provided, however, that
the event described in this paragraph (II) shall not be deemed to be a
Change of Control of the Company by virtue of any of the following
acquisitions: (a) by the Company or any subsidiary, (b) by any employee
benefit plan (or related trust) sponsored or maintained by the Company or
any subsidiary, (c) by any underwriter temporarily holding securities
pursuant to an offering of such securities, (d) pursuant to a
Non-Qualifying Transaction (as defined in paragraph (III)), or (e)
pursuant to any acquisition by Joe L. Allbritton (the “Executive”) or any
group of persons including the Executive (or any entity controlled by the
Executive or any group of persons including the Executive).




		
	 	          (III) the consummation of a merger, consolidation, statutory share
exchange or similar form of corporate transaction involving the Company
or any of its subsidiaries that requires the approval of the Company’s
stockholders, whether for such transaction or the issuance of securities
in the transaction (a “Reorganization”), or sale or other disposition of
all or substantially all of the Company’s assets to an entity that is not
an affiliate of the Company (a “Sale”), unless immediately following such
Reorganization or Sale: (a) more than 60% of the total voting power of
(x) the corporation resulting from such Reorganization or the corporation
which has acquired all or substantially all of the assets of the Company
(in either case, the “Surviving Corporation”), or (y) if applicable, the
ultimate parent corporation that directly or indirectly has beneficial
ownership of at least a majority of the voting securities eligible to
elect directors of the Surviving Corporation (the “Parent Corporation”),
is represented by Company Voting Securities that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is
represented by shares into which such Company Voting Securities were
converted pursuant to such Reorganization or Sale), and such voting power
among the holders thereof is in substantially the same proportion as the
voting power of such Company Voting Securities among the holders thereof
immediately prior to the Reorganization or Sale, (b) no person (other
than the Executive and affiliates of the Executive or any employee
benefit plan (or related trust) sponsored or maintained by the Surviving
Corporation or the Parent Corporation), becomes the
beneficial owner, directly or indirectly, of 25% or more of the
total voting power of the



2






 





		
	 	outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) and (c) at least a majority of
the members of the board of directors of the Parent Corporation (or, if
there is no Parent Corporation, the Surviving Corporation) following the
consummation of the Reorganization or Sale were Incumbent Directors at
the time of the Board’s approval of the execution of the initial
agreement providing for such Reorganization or Sale (any Reorganization
or Sale which satisfied all of the criteria specified in (a), (b) and (c)
above shall be deemed to be a “Non-Qualifying Transaction”).




		
	 	          (IV) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company.


Notwithstanding the foregoing, a Change of Control of the Company shall
not be deemed to occur solely because any person acquires beneficial
ownership of more than 25% of the Company Voting Securities as a result
of the acquisition of Company Voting Securities by the Company which
reduces the number of Company Voting Securities outstanding; provided,
that if after such acquisition by the Company such person becomes the
beneficial owner of additional Company Voting Securities that increases
the percentage of outstanding Company Voting Securities beneficially
owned by such person, a Change of Control of the Company shall then
occur.




		
	 	          (V) notwithstanding clauses (I) through (IV) above, a Change of
Control will not result from:




		
	 	          (a) a transfer of the Company’s voting securities by a person
who is the beneficial owner (within the meaning of Rule 13d-3
promulgated pursuant to the Exchange Act), directly or indirectly,
of 25% or more of the voting securities of the Company (a “25%
Owner”) to:




		
	 	          (i) a member of such 25% Owner’s immediate family
(within the meaning of Rule 16a-1(e) of the Exchange Act)
either during such 25% Owner’s lifetime or by will or the
laws of descent and distribution;




		
	 	          (ii) any trust as to which the 25% Owner or a member (or
members) of his or her immediate family (within the meaning
of Rule 16a-1(e) of the Exchange Act) is the beneficiary;




		
	 	          (iii) any trust to which the 25% Owner is the settlor
with sole power to revoke;




		
	 	          (iv) any entity owner which the 25% Owner has the power,
directly or indirectly, to direct or cause the direction of
the management and policies of the entity, whether through
the ownership of voting securities, by contract or otherwise;
or
	 
	 	          (v) any charitable trust, foundation or



3






 





		
	 	corporation
under section 501(c)(3) of the Code that is funded by the 25%
Owner, or




		
	 	          (b) the acquisition of voting securities of the Company or the
resulting entity in the event of a Reorganization or Sale, by
either:




		
	 	          (i) a person who was a 25% Owner on the effective date
of the Plan; or




		
	 	          (ii) a person, trust or other entity described in the
foregoing clauses (a)(i)-(v) of this subsection (V).



          (c) Company. “Company” means Riggs National Corporation, a
Delaware corporation, its successors or assigns, or any Subsidiary of the
Company. “Subsidiary” means, and “Subsidiaries” include, (i) any company of
which more than thirty percent (30%) of the outstanding voting securities are
owned directly or indirectly by the Company, or which is otherwise controlled
by the Company, and (ii) any partnership, joint venture, trust or other entity
of which more than thirty percent (30%) of the equity interest is owned
directly or indirectly by the Company, or which is otherwise controlled by the
Company.



          (d) Independent Legal Counsel. “Independent Legal Counsel” means
an attorney or firm of attorneys, selected in accordance with the provisions of
Section 7 hereof, that shall not have otherwise performed services for the
Company or any Indemnitee within the last three (3) years, other than with
respect to matters concerning the right of Indemnitee under this Agreement or
of other indemnitees under similar indemnity agreements with the Company.



          (e) Liabilities. “Liabilities” means losses, claims, damages,
liabilities, obligations, penalties, judgments, fines, settlement payments,
awards, costs, expenses and disbursements (and any and all costs, expenses or
disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise), including, without limitation, all reasonable
attorneys’ fees, costs, expenses and disbursements, as and when incurred.



          (f) Proceeding. “Proceeding” means any threatened, pending, or
completed action, suit, alternative dispute resolution mechanism or other
proceeding, whether civil, criminal, administrative, investigative or any other
type whatsoever.



     2.     No Obligation to Maintain Liability Insurance.


          The Company shall have no obligation to obtain and maintain directors and
officer’s liability insurance in connection with this agreement.



     3.     Indemnification of Agent.


          (a) Third Party Actions. If Indemnitee is a person who was or is a
party or is threatened to be made a party to any Proceeding (other than an
action by or in the right of the Company) by reason of the fact that Indemnitee
is or was an Agent of the Company,
or by reason of anything done or not done by Indemnitee in any such
capacity or otherwise at the request of the Company or of its officers,
directors or stockholders, the Company shall indemnify, defend




4






 





and hold
harmless Indemnitee against any and all Liabilities actually and reasonably
incurred by Indemnitee in connection with the investigation, defense,
settlement or appeal of such Proceeding, so long as Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in, or not opposed
to, the best interests of the Company, and, with respect to any criminal action
or Proceeding, if Indemnitee had no reasonable cause to believe Indemnitee’s
conduct was unlawful.


          (b) Derivative Actions. If Indemnitee is a person who was or is a
party, or is threatened to be made a party, to any Proceeding by or in the
right of the Company to procure a judgment in its favor by reason of the fact
that Indemnitee is or was an Agent of the Company, or by reason of anything
done or not done by Indemnitee in any such capacity or otherwise at the request
of the Company or of its officers, directors or stockholders, the Company shall
indemnify, defend and hold harmless Indemnitee against all Liabilities actually
and reasonably incurred by such person in connection with the investigation,
defense, settlement or appeal of such Proceeding, if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in, or not opposed
to, the best interests of the Company; provided, however, that no
indemnification under this Section 3(b) shall be made in respect of any claim,
issue or matter for which Indemnitee is adjudged to be liable for gross
negligence or willful misconduct in the performance of Indemnitee’s duties to
the Company, unless, and only to the extent that, the court in which such
Proceeding was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such Liabilities
as the court shall deem proper.



          (c) Actions Where Indemnitee Is Deceased. If Indemnitee is a
person who was or is a party or is threatened to be made a party to any
Proceeding by reason of the fact that Indemnitee is or was an Agent of the
Company, or by reason of anything done or not done by Indemnitee in any such
capacity, and prior to, during the pendency of, or after completion of, such
Proceeding, Indemnitee shall die, then the Company shall indemnify, defend and
hold harmless the estate, heirs, legatees, executors and administrators of
Indemnitee against any and all Liabilities incurred by such estate, heirs or
legatees in connection with the investigation, defense, settlement or appeal of
such Proceeding on the same basis as provided for Indemnitee in Sections 3(a)
and 3(b) above.



          (d) Reduction of Liabilities. The Liabilities covered hereby shall
be net of any payments actually made to, or on behalf of, Indemnitee under a
valid and collectible insurance policy, or under a valid and enforceable
indemnification clause, by-law or agreement.



          (e) Survival Regardless of Investigation. The indemnification and
contribution provided for in this Agreement will remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnitee.



     4.     Indemnification as Witness.


          Notwithstanding any other provision of this Agreement, to the extent
Indemnitee is, by reason of the fact that Indemnitee is or was an Agent of the
Company, involved in any investigative Proceeding, including, but not limited
to, testifying as a witness or furnishing




5






 





documents in response to a subpoena
or otherwise, Indemnitee shall be indemnified against any and all Liabilities
actually and reasonably incurred by or for Indemnitee in connection therewith.


     5.     Advancement of Liabilities.


          Subject to the provisions of Section 6(c) and unless the Indemnitee is
determined not to be entitled to be indemnified by the Company under the terms
hereof or the provisions of Section 9 apply, the Company shall reimburse
Indemnitee for Liabilities previously paid by Indemnitee and shall advance
Liabilities that the Company reasonably determines will be due and payable by
Indemnitee. As a condition to, and in consideration of, such reimbursement or
advancement, and in satisfaction of the requirement for a undertaking under the
By-Laws of the Company, Indemnitee agrees to repay the amounts reimbursed or
advanced if it shall ultimately be determined pursuant to Section 7 or 9 below
that Indemnitee is not entitled to be indemnified by the Company under the
terms of this Agreement. Subject to the foregoing, the reimbursement or
advances to be made hereunder shall be paid by the Company to Indemnitee within
twenty (20) business days following delivery of a written request by Indemnitee
to the Company, which request shall be accompanied by receipts, invoices and
similar evidence documenting the amounts incurred or to be incurred by
Indemnitee. Any repayment required of Indemnitee pursuant to the foregoing
shall be paid by Indemnitee to the Company within twenty (20) business days
after a determination that Indemnitee is not entitled to be indemnified by the
Company under the terms of this Agreement.



     6.     Indemnification Procedures.


          (a) Notice by Indemnitee. Promptly after receipt by Indemnitee of
notice of the commencement or threat of commencement of any Proceeding,
Indemnitee shall, if Indemnitee believes that indemnification with respect
thereto may be sought from the Company under this Agreement, deliver written
notice to the Company of the commencement or threat of commencement thereof,
provided that any failure to so notify the Company shall not relieve the
Company of its obligations hereunder, except to the extent that such failure or
delay significantly increases the liability of the Company hereunder.



          (b) Liability Insurance. If, at the time of receipt of a notice
pursuant to Section 6(a) above, the Company has directors’ and officers’
liability insurance in effect, the Company shall give prompt notice of the
Proceeding or claim to its insurers in accordance with the procedures set forth
in the applicable policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay all amounts payable as a result
of such Proceeding in accordance with the terms of such policies, and
Indemnitee shall not take any action (by waiver, settlement or otherwise) that
would adversely affect the ability of the Company to obtain payment from its
insurers.



          (c) Assumption of Defense. In the event the Company shall be
obligated under this Agreement to pay the Liabilities of Indemnitee, the
Company shall be entitled to assume the defense (with counsel reasonably
acceptable to Indemnitee, approval thereof not to be unreasonably withheld) of
the Proceeding to which the Liabilities relate. The Company agrees to promptly
notify Indemnitee in writing upon its election to assume such defense. Once
the Company (i) provides Indemnitee with written notice of its election to
assume such defense,




6






 





(ii)  obtains approval from Indemnitee of its proposed
counsel and (iii) retains such counsel, the Company will not be liable to
Indemnitee under this Agreement for any attorneys’ fees or other Liabilities
subsequently incurred by Indemnitee with respect to such Proceeding, unless (x)
the Liabilities incurred by Indemnitee were previously authorized by the
Company or (y) counsel for Indemnitee shall have provided the Company with a
written opinion of counsel stating that there is a likelihood that a conflict
of interest exists between the Company and Indemnitee in the conduct of any
such defense.


     7.     Determination of Right to Indemnification.


          (a) Successful Proceeding. To the extent Indemnitee has been
successful, on the merits or otherwise, in the defense of any Proceeding
referred to in Sections 3(a) or 3(b) above, the Company shall indemnify
Indemnitee against all Liabilities incurred by Indemnitee in connection
therewith. If Indemnitee is not wholly successful in such Proceeding, but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, then the Company shall indemnify
Indemnitee against all Liabilities actually or reasonably incurred by or for
Indemnitee in connection with each successfully resolved claim, issue or
matter. For purposes of this Section 7(a), and without limitation, the
termination of any Proceeding, or any claim, issue or matter in such a
Proceeding, by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such Proceeding, claim, issue or matter, so long as
there has been no finding (either adjudicated or pursuant to Section 7(c)
below) that Indemnitee (i) did not act in good faith, (ii) did not act in a
manner reasonably believed to be in, or not opposed to, the best interests of
the Company, or (iii) with respect to any criminal proceeding, had reasonable
grounds to believe Indemnitee’s conduct was unlawful.



          (b) Other Proceedings. In the event that Indemnitee has not been
successful in the defense of all claims, issues or matters of any Proceeding
referred to in Sections 3(a) or 3(b) above, the Company shall nevertheless
indemnify Indemnitee against all Liabilities incurred by Indemnitee in
connection therewith, unless and only to the extent that the forum listed in
Section 7(c) below determines that Indemnitee has not met the applicable
standard of conduct set forth in Sections 3(a) or 3(b) above required to
entitle Indemnitee to such indemnification.



          (c) Forum in Event of Dispute. The determination that
indemnification of Indemnitee is proper in the circumstances because Indemnitee
has met the applicable standard of conduct set forth in Sections 3(a) or 3(b)
shall be made (i) by the Board, by a majority vote of the directors who are not
parties to such Proceeding, even though less than a quorum, (ii) by a committee
of such disinterested directors designated by a majority of such disinterested
directors, even though less than a quorum, or (iii) if there are no such
disinterested directors, or if such disinterested directors shall so direct, by
Independent Legal Counsel in a written opinion, or (iv) by the stockholders of
the Company. The choice of which forum shall
make the determination shall be made by the Board. The forum shall act in
the utmost good faith to assure Indemnitee a complete opportunity to present to
the forum Indemnitee’s case that Indemnitee has met the applicable standard of
conduct.



          (d) Appeal to Court. Notwithstanding a determination by any forum
listed in Section 7(c) above that Indemnitee is not entitled to indemnification
with respect to a specific Proceeding, Indemnitee shall have the right to apply
to the court in which that Proceeding is or




7






 





was pending or any other court of
competent jurisdiction for the purpose of enforcing Indemnitee’s right to
indemnification pursuant to this Agreement.


          (e) Indemnity for Liabilities in Enforcement of Agreement.
Notwithstanding any other provision in this Agreement to the contrary, the
Company shall indemnify Indemnitee against all Liabilities incurred by
Indemnitee in connection with any other Proceeding between the Company and
Indemnitee involving the interpretation or enforcement of the rights of
Indemnitee under this Agreement, unless a court of competent jurisdiction finds
that the material claims and/or defenses of Indemnitee in any such Proceeding
were frivolous or made in bad faith.



          (f) Change of Control. Notwithstanding any other provision of this
Agreement to the contrary, the Company agrees that if there is a Change of
Control, other than a Change of Control that has been approved by a majority of
the Board who were directors immediately prior to such Change of Control, then,
with respect to all matters thereafter arising concerning the rights of
Indemnitee to payments of Liabilities under this Agreement or any other
agreement or under the Certificate of Incorporation or By-Laws of the Company,
as now or hereafter in effect, Independent Legal Counsel shall be selected on
behalf of Indemnitee and all persons who are the beneficiaries of
indemnification agreements with the Company similar to this Agreement by a
committee consisting of those persons who were members of the Board immediately
prior to such Change of Control and who are no longer serving on the Board, and
such selection shall be approved by the Company, which approval shall not be
unreasonably withheld. The Independent Legal Counsel, among other things,
shall render its written opinion to the Company and Indemnitee as to whether
and to what extent Indemnitee would be permitted to be indemnified under
applicable law. The Company agrees to abide by such opinion and to pay the
reasonable fees of the Independent Legal Counsel referred to above and to fully
indemnify the Independent Legal Counsel against any and all expenses (including
reasonable attorneys’ fees), claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.



     8.     Contribution.


          If and to the extent that a final adjudication shall specify that the
Company is not obligated to indemnify Indemnitee under this Agreement for any
reason (including, but not limited, to the exclusion set forth in Section 9
below) in respect of any Proceeding, then the Company shall contribute to the
amount of Liabilities reasonably incurred and paid or payable by Indemnitee in
connection with such Proceeding in such proportion as is appropriate (i) to
reflect the relative benefits received by the Company, on the one hand, and
Indemnitee, on the other hand, from the transaction with respect to which such
Proceeding arose, and (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion to reflect not only
the relative benefits referred to in clause (i) but also the relative
fault of the Company, on the one hand, and Indemnitee, on the other hand, in
connection with the circumstances that resulted in such Liabilities, as well as
any other relevant equitable considerations. The relative fault of the
Company, on the one hand, and Indemnitee, on the other hand, shall be
determined by reference to, among other things, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such Liabilities. The Company agrees that it would
not be just and equitable if contribution pursuant to this Section 8 were




8






 





determined by pro rata allocation or any other method of allocation that does
not take account of the foregoing equitable considerations.


     9.     Exceptions.


          (a) Claims Initiated by Indemnitee. Notwithstanding any other
provision herein to the contrary, the Company shall not be obligated pursuant
to the terms of this Agreement to indemnify or advance Liabilities to
Indemnitee with respect to Proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to
Proceedings brought to establish or enforce a right to indemnification under
this Agreement, but such indemnification or advancement of expenses may be
provided by the Company in specific cases if the Board finds it to be
appropriate.



          (b) Unauthorized Settlements. Notwithstanding any other provision
herein to the contrary, the Company shall not be obligated pursuant to the
terms of this Agreement to indemnify Indemnitee under this Agreement for any
amount paid in settlement of a Proceeding without the prior written consent of
the Company to such settlement.



          (c) No Duplicative Payment. The Company shall not be liable under
this Agreement to make any payment of amounts otherwise indemnifiable hereunder
if and to the extent that Indemnitee has otherwise actually received such
payment under any insurance policy, contract, agreement or otherwise.



          (d) Claim Under Section 16(b). Notwithstanding any other provision
herein to the contrary, the Company shall not be obligated to indemnify any
Indemnitee for expenses and the payment of profits arising from the purchase
and sale by such Indemnitee of securities in violation of Section 16(b) of the
Exchange Act, or any similar successor statute; or



          (e) Unlawful Indemnification. Notwithstanding any other provision
herein to the contrary, the Company shall not be obligated to indemnify or
advance Liabilities to an Indemnitee if a final decision by a court having
jurisdiction in the matter shall determine that indemnification or advancement
is not lawful.



     10.     Non-exclusivity.


          The provisions for indemnification and advancement of Liabilities set
forth in this Agreement shall not be deemed exclusive of any other rights that
Indemnitee may have under any provision of law, the Company’s Certificate of
Incorporation or By-Laws, the vote of the Company’s stockholders or
disinterested directors, other agreements or otherwise.



     11.     Interpretation of Agreement.


          Notwithstanding any provision of this Agreement, the Company hereby agrees
to indemnify Indemnitee to the fullest extent permitted by Delaware law.




9






 





     12.     Mutual Acknowledgment.


          The Company and Indemnitee acknowledge that in certain instances, federal
law or applicable public policy may prohibit the Company from indemnifying or
advancing Liabilities to Indemnitee in his capacity as an Agent under this
Agreement or otherwise.



     13.     Severability.


          If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (a) the validity,
legality and enforceability of the remaining provisions of the Agreement
(including, without limitation, all portions of any paragraphs of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable) shall not in any way be effected or impaired thereby, and (b) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any paragraph of this Agreement containing
any such provision held to be invalid, illegal, or unenforceable that are not
themselves invalid, illegal, or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable and to give effect to Section 11 hereof.



     14.     Modification and Waiver.


          No supplement, modification or amendment to this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provisions hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver.



     15.     Subrogation.


          In the event that the Company makes any payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers and do all things that
may be necessary to secure such rights, including but not limited to the
execution of such documents as shall be necessary to enable the Company
effectively to bring suit to enforce such rights.



     16.     Survival, Successors, and Assigns.


          Indemnitee’s rights under this Agreement shall continue after Indemnitee
has ceased acting as an Agent of the Company. The terms of this Agreement
shall be binding on and inure to the benefit of the Company and its successors
and assigns and shall be binding on and inure to the benefit of Indemnitee and
Indemnitee’s heirs, executors and administrators.



     17.     Notices.


          All notices, demands, consents, requests, approvals and other
communications between the parties pursuant to this Agreement must be in
writing and will be deemed given when delivered in person, one (1) business day
after being deposited with a nationally recognized overnight courier service,
three (3) business days after being deposited in the U.S.




10






 





Mail, registered or
certified mail, return receipt requested, or one (1) business day after being
sent by facsimile (with receipt acknowledged), to the Company at 808 17th
Street, N.W., Washington, DC 20006-3944, Attn: General Counsel, facsimile (202)
835-5858, and to Indemnitee at Indemnitee’s address or facsimile number as set
forth on the signature page of this agreement. The Company or Indemnitee may
change its address or facsimile number for notice purposes by delivering notice
to the Company in accordance with this section.


     18.     Governing Law.


          This Agreement shall be governed exclusively by and construed according to
the laws of the State of Delaware, without regard to its principles of
conflicts of laws.



     19.     Counterparts.


          This agreement may be executed in counterparts, both of which when so
executed and delivered shall be deemed an original, and such counterparts
together shall constitute one instrument.



     The parties hereto have entered into this Indemnification Agreement
effective as of the date first above written.



	 	 	 
	 	 	
RIGGS NATIONAL CORPORATION
	 	 	 
	 	 	
/s/ Timothy C. Coughlin
	 	 	


	 	 	
By: Timothy C. Coughlin
	 	 	
Its: President
	 	 	 
	 	 	
INDEMNITEE:
	 	 	 
	 	 	
/s/ William L. Walton 
	 	 	


	 	 	
William L. Walton
	 	 	 
	 	 	
1919 Pennsylvania Avenue, N.W.
	 	 	
Washington, DC 20006




11