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SENIOREXECUTIVECHANGE OFCONTROL AND RETENTIONAGREEMENT
        **THISAGREEMENT**, dated ________, 200_, is made by and between RIGGS NATIONALCORPORATION, a Delaware corporation (the “Company”), and___________________ (the “Executive”). 

        **WHEREAS**,the Company considers it essential to the best interests of its shareholders tofacilitate the recruitment and foster the continuous employment of seniorexecutive officers; and 

        **WHEREAS**,the Board recognizes that, as is the case with many publicly held corporations,the possibility of a Change of Control exists and that such possibility, and theuncertainty and questions which it raises, may result in the departure ordistraction of the Company’s senior executive officers to the detriment ofthe Company and its shareholders; and 

        **WHEREAS**,the Board has determined that appropriate steps should be taken to reinforce andencourage the continued attention and dedication of the Company’s seniorexecutive officers, including the Executive, to their assigned duties withoutdistraction in the face of potentially disturbing circumstances arising from thepossibility of a Change of Control; 

        **NOW,THEREFORE**, in consideration of the premises and the mutual covenants hereincontained, the Company and the Executive hereby agree as follows: 

        **1.****Defined Terms**.  The definitions of capitalized terms used in this Agreement are provided in the                  last Section hereof.

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        **2.****Company’s Covenants Summarized**. In order to induce theExecutive to remain in the employ of the Company and in consideration of theExecutive’s covenants set forth in Section 3 hereof, the Company agrees,under the conditions described herein, to pay the Executive the SeverancePayments and the other payments and benefits described herein in the event theExecutive’s employment with the Company is (or, under the terms of thisAgreement, is deemed to have been) terminated following a Change of Control andduring the term of this Agreement. Except as provided herein, no amount orbenefit shall be payable under this Agreement unless there shall have been (or,under the terms of this Agreement, there shall be deemed to have been) atermination of the Executive’s employment with the Company following aChange of Control and during the term of this Agreement. This Agreement shallnot modify the basic employment-at-will relationship between the Executive andthe Company nor shall it be construed as creating an express or implied contractof employment. Further, except as otherwise agreed in writing between theExecutive and authorized representatives of the Company, the Executive shall nothave any right to be retained in the employ of the Company. 

        **3.****The Executive’s Covenants**. The Executive agrees that,subject to the terms and conditions of this Agreement, in the event of aPotential Change of Control during the term of this Agreement, the Executivewill remain in the employ of the Company until the earliest of (i) a date whichis six (6) months following the date of such Potential Change of Control, (ii)the date of a Change of Control, (iii) the date of termination by the Executiveof the Executive’s employment for Good Reason or by reason of death,Disability or Retirement, or (iv) the termination by the Company of theExecutive’s employment for any reason. 

        **4.****Term of Agreement**. This Agreement shall commence on thedate hereof and shall continue in effect for a period of twenty-four (24) monthsbeyond the month in which a Change of Control occurs (or, if later, twenty-four(24) months beyond the consummation of the transaction the approval of which bythe Company’s shareholders constitutes a Change of Control under Section15(E)(III) or (IV) hereof). 

        **5.****Compensation Other Than Severance Payments**
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            5.1        Following a Change of Control and during the term of this Agreement, if theExecutive fails to perform the Executive’s full-time duties with theCompany as a result of incapacity due to physical or mental illness, the Companyshall pay the Executive’s full salary to the Executive at the rate ineffect at the commencement of the period in which such failure to performoccurs, together with all compensation and benefits payable to the Executiveunder the terms of any compensation or benefits plan, program or arrangementmaintained by the Company during such period, until the Executive’semployment is terminated by the Company for Disability. 

            5.2        If the Executive’s employment is terminated for any reason following aChange of Control and during the term of this Agreement, the Company shall paythe Executive’s full salary to the Executive through the Date ofTermination at the rate in effect at the time the Notice of Termination isgiven, together with all compensation and benefits to which the Executive isentitled in respect of all periods preceding the Date of Termination under theterms of the Company’s compensation and benefits plans, programs orarrangements. 

            5.3        If the Executive’s employment is terminated for any reason following aChange of Control and during the term of this Agreement, the Company shall paythe Executive’s normal post-termination compensation and benefits to theExecutive as such payments become due. Such post-termination compensation andbenefits shall be determined under, and paid in accordance with, theCompany’s retirement, insurance and other compensation or benefit plans,programs and arrangements. 

        **6.****Severance Payments**
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            6.1        Subject to Section 6.2 hereof, the Company shall pay the Executive the paymentsdescribed in this Section 6.1 (the “Severance Payments”) upon thetermination of the Executive’s employment following a Change of Control andduring the term of this Agreement, in addition to any payments and benefits towhich the Executive is entitled under Section 5 hereof, unless such terminationis (i) by the Company for Cause, (ii) by reason of the Executive’s death orDisability, or (iii) by the Executive without Good Reason. For purposes of thisAgreement, the Executive’s employment shall be deemed to have beenterminated by the Company without Cause or by the Executive with Good Reasonfollowing a Change of Control if, following a Potential Change of Control, (i)the Executive’s employment is terminated without Cause prior to a Change ofControl and such termination was at the request or direction of a Person who hasentered into an agreement with the Company the consummation of which wouldconstitute a Change of Control, (ii) the Executive terminates his employmentwith Good Reason prior to a Change of Control and the circumstance or eventwhich constitutes Good Reason occurs at the request or direction of such Person,or (iii) the Executive’s employment is terminated without Cause prior to aChange of Control and such termination is otherwise in connection with or inanticipation of a Change of Control which actually occurs. For purposes of anydetermination regarding the applicability of the immediately preceding sentence,any position taken by the Executive shall be presumed to be correct unless theCompany establishes to the Board by clear and convincing evidence that suchposition is not correct. Notwithstanding the foregoing, if the Executiveterminates employment with the Company by means of a Discretionary Termination,he shall be entitled to 50% of the Severance Benefits set forth in (A) - (F)below. 

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                          (A)      In lieu of any further salary payments to the Executive for periods subsequentto the Date of Terminationand in lieu of any severance benefit otherwise payable to the Executive, theCompany shall pay to the Executive a lump sum severance payment, in cash, equalto two (2) times the sum of (i) the greater of the Executive’s annual basesalary in effect immediately prior to the occurrence of the event orcircumstance upon which the Notice of Termination is based or theExecutive’s annual base salary in effect immediately prior to the Change ofControl, and (ii) the greatest of the Executive’s target annual bonus forthe fiscal year in which the Date of Termination occurs, the average of theannual bonuses earned or received by the Executive from the Company or itssubsidiaries in respect of the two (2) consecutive fiscal years immediatelypreceding that in which the Date of Termination occurs or the average of theannual bonuses so earned or received in respect of the two (2) consecutivefiscal years immediately preceding that in which the Change of Control occurs. 

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                          (B)      Notwithstanding any provision of any annual or long-term incentive plan to thecontrary, the Company shallpay to the Executive a lump sum amount, in cash, equal to the sum of (i) anyincentive compensation which has been allocated or awarded to the Executive fora completed fiscal year or other measuring period preceding the Date ofTermination under any such plan but which, as of the Date of Termination, iscontingent only upon the continued employment of the Executive to a subsequentdate or otherwise has not been paid, and (ii) a pro rata portion to the Date ofTermination of the aggregate value of all contingent incentive compensationawards to the Executive for all then uncompleted periods under any such plan,calculated as to each such award by multiplying the award that the Executivewould have earned on the last day of the performance award period, assuming theachievement, at the target level, of the individual and corporate performancegoals established with respect to such award, by the fraction obtained bydividing the number of full months and any fractional portion of a month duringsuch performance award period through the Date of Termination by the totalnumber of months contained in such performance award period. 

                          (C)      Notwithstanding any provision of the Company's supplemental pension and thriftplans (the“Supplemental Plans”) to the contrary, upon the termination of theExecutive’s employment by the Executive for Good Reason or by the Company,in either case at any time following the occurrence of a Change of Control andduring the term of this Agreement, the Executive shall be deemed to have anadditional twenty-four (24) months of benefit credit under each of theSupplemental Plans and shall be entitled to receive such additional crediteither (1) as part of the benefit otherwise payable under the Supplemental Planor (2) as a lump sum. 

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                          (D)      For the twenty-four (24) month period immediately following the Date ofTermination, the Companyshall arrange to provide the Executive with life, disability, accident andhealth insurance benefits substantially similar to those which the Executive isreceiving immediately prior to the Notice of Termination (without giving effectto any amendment to such benefits made subsequent to a Change of Control whichamendment adversely affects in any manner the Executive’s entitlement to orthe amount of such benefits); provided, however, that, unless theExecutive consents to a different method (after taking into account the effectof such method on the calculation of “parachute payments” pursuant toSection 6.2 hereof), such health insurance benefits shall be provided though athird-party insurer. Benefits otherwise receivable by the Executive pursuant tothis Section 6.1(D) shall be reduced to the extent comparable benefits areactually received by the Executive without cost during the twenty-four (24)month period following the Executive’s termination of employment (and anysuch benefits actually received by the Executive shall be reported to theCompany by the Executive). 

                          (E)      If the Executive would have become entitled to benefits under the Company'spost-retirement health careor life insurance plans had the Executive’s employment terminated at anytime during the period of twenty-four (24) months after the Date of Termination,the Company shall provide such post-retirement health care or life insurancebenefits to the Executive commencing on the later of (i) the date that suchcoverage would have first become available and (ii) the date that like benefitsdescribed in subsection (D) of this Section 6.1 terminate. 

                          (F)      Immediately prior to a Change of Control and notwithstanding any provision inthe Company’s 2002Long-Term Incentive Plan (or any agreement entered into thereunder or anysuccessor stock compensation plan or agreement thereunder) to the contrary, allconditions and/or restrictions relating to the continued performance of servicesand/or the achievement of performance objectives with respect to theexercisability or full enjoyment of an award under the 2002 Long-Term IncentivePlan shall lapse. 

            6.2        (A) Whether or not the Executive becomes entitled to the Severance Payments, ifany payment or benefit received or to be received by the Executive in connectionwith a Change of Control or the termination of the Executive’s employment(whether pursuant to the terms of this Agreement or any other plan, arrangementor agreement with the Company, any Person whose actions result in a Change ofControl or any Person affiliated with the Company or such Person) (all suchpayments and benefits, including the Severance payments, being hereinaftercalled “Total Payments”) will be subject (in whole or part) to theExcise Tax, then the Company shall pay to the Executive an additional amount(the “Gross-Up Payment”) such that the net amount retained by theExecutive, after deduction of any Excise Tax on the Total Payments and anyfederal, state and local income and employment tax and Excise Tax upon theGross-Up-Payment, shall be equal to the Total Payments. For purposes ofdetermining the amount of the Gross-Up Payment, the Executive shall be deemed topay federal income and employment taxes at the highest marginal rate of federalincome and employment taxation in the calendar year in which the Gross-UpPayment is to be made and state and local income taxes at the highest marginalrate of taxation in the state and locality of the Executive’s residence onthe Date of Termination, net of the maximum reduction in federal income taxeswhich could be obtained from deduction of such state and local taxes. 

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                          (B)      For purposes of determining whether any of the Total Payments will be subjectto the Excise Tax and theamount of such Excise Tax, (i) all of the Total Payments shall be treated as“parachute payments” within the meaning of section 280G(b)(2) of theCode, unless in the opinion of tax counsel (the “Tax Counsel”)reasonably acceptable to the Executive and selected by the accounting firm (the“Auditor”) which was, immediately prior to the Change of Control, theCompany’s independent auditor, such other payments or benefits (in whole orin part) do not constitute parachute payments, including by reason of section280G(b)(4)(A) of the Code, (ii) all “excess parachute payments” withinthe meaning of section 280G(b)(1) of the Code shall be treated as subject to theExcise Tax unless, in the opinion of Tax Counsel, such excess parachute payments(in whole or part) represent reasonable compensation for services actuallyrendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess ofthe Base Amount allocable to such reasonable compensation, or are otherwise notsubject to the Excise Tax, and (iii) the value of any noncash benefits or anydeferred payment or benefit shall be determined by the Auditor in accordancewith the principles of section 280G(d)(3) and (4) of the Code. Prior to thepayment date set forth in Section 6.3 hereof, the Company shall provide theExecutive with its calculation of the amounts referred to in this Section 6.2(B)and such supporting materials as are reasonably necessary for the Executive toevaluate the Company’s calculations. If the Executive disputes theCompany’s calculations (in whole or in part), the reasonable opinion of TaxCounsel with respect to the matter in dispute shall prevail. 

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                          (C)      In the event that (i) amounts are paid to the Executive pursuant to subsection(A) of this Section 6.2,and (ii) the Excise Tax is subsequently determined to be less than the amounttaken into account hereunder at the time of termination of the Executive’ semployment, the Executive shall repay to the Company, at the time that theamount of such reduction in Excise Tax is finally determined, the portion of theGross-Up Payment attributable to such reduction plus interest on the amount ofsuch repayment at the rate provided in section 1274(b)(2)(B) of the Code. In theevent that the Excise Tax is determined to exceed the amount taken into accounthereunder at the time of the termination of the Executive’s employment(including by reason of any payment the existence or amount of which cannot bedetermined at the time of the Gross-Up Payment), the Company shall make anadditional Gross-Up Payment to the Executive in respect of such excess (plus anyinterest, penalties or additions payable by the Executive with respect to suchexcess and such portion) at the time that the amount of such excess is finallydetermined. 

            6.3        The payments provided for in subsections (A), (B) and, if applicable, (C) ofSection 6.1 hereof and Section 6.2 hereof shall be made not later than the fifthday following the Date of Termination; provided, however, that ifthe amounts of such payments, or, if applicable, the Excise Tax, cannot befinally determined on or before such day, the Company shall pay to the Executiveon such day an estimate, as determined in good faith by the Executive or, in thecase of Gross-Up Payments under Section 6.2 hereof, in accordance with Section6.2 hereof, of the minimum amount of such payments to which the Executive isclearly entitled and shall pay the remainder of such payments (together withinterest at the rate provided in section 1274(b)(2)(B) of the Code) as soon asthe amount thereof can be determined but in no event later than the thirtieth(30th) day after the Date of Termination. In the event that the amount of theestimated payments exceeds the amount subsequently determined to have been due,such excess shall constitute a loan by the Company to the Executive, payable onthe fifth (5th) business day after demand by the Company (together with interestat the rate provided in section 1274(b)(2) (B) of the Code). At the time thatpayments are made under this Section, the Company shall provide the Executivewith a written statement setting forth the manner in which such payments werecalculated and the basis for such calculations including, without limitation,any opinions or other advice the Company has received from outside counsel,auditors or consultants (and any such opinions or advice which are in writingshall be attached to the statement). In the event the Company should fail to paywhen due the amounts described in subsections (A), (B) and, if applicable, (C)of Section 6.1 hereof or Section 6.2 hereof, the Executive shall also beentitled to receive from the Company an amount representing interest on anyunpaid or untimely paid amounts from the due date, as determined under thisSection 6.3 (without regard to any extension of the Date of Termination pursuantto Section 7.3 hereof), to the date of payment at a rate equal to the prime ratepublished in The Wall Street Journal as in effect from time to time after suchdue date. 

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            6.4        The Company also shall pay to the Executive all legal fees and expenses incurredby the Executive in disputing in good faith any issue relating to thetermination of the Executive’ s employment following a Change of Control(including a termination of employment following a Potential Change of Controlif the Executive alleges in good faith that such termination will be deemed tohave occurred following a Change of Control pursuant to the second sentence ofSection 6.1 hereof) or in seeking in good faith to obtain or enforce any benefitor right provided by this Agreement or in connection with any tax audit orproceeding to the extent attributable to the application of section 4999 of theCode to any payment or benefit provided hereunder. Such payments shall be madeas such fees and expenses are incurred by the Executive, but in no event laterthan five (5) business days after delivery of the Executive’s writtenrequests for payment accompanied with such evidence of fees and expensesincurred as the Company reasonably may require. 

        **7.****Termination Procedures and Compensation During Dispute**
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            7.1.        Notice of Termination. Following a Change of Control and during the termof this Agreement, any purported termination of the Executive’s employment(other than by reason of death) shall be communicated by written Notice ofTermination from one party hereto to the other party hereto in accordance withSection 10 hereof. For purpose of this Agreement, a “Notice ofTermination” shall mean a notice which shall indicate the specifictermination provision in this Agreement relied upon and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of the Executive’s employment under the provision so indicated.Further, a Notice of Termination for Cause is required to include a copy of aresolution duly adopted by the affirmative vote of not less than three-quarters(3/4) of the entire membership of the Board at a meeting of the Board which wascalled and held for the purpose of considering such termination (afterreasonable notice to the Executive and an opportunity for the Executive,together with the Executive’s counsel, to be heard before the Board)finding that, in the good faith opinion of the Board, the Executive was guiltyof conduct set forth in clause (i) or (ii) of the definition of Cause herein,and specifying the particulars thereof in detail. 

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            7.2        Date of Termination. “Date of Termination,” with respect to anypurported termination of the Executive’s employment after a Change ofControl and during the term of this Agreement, shall mean (i) if theExecutive’s employment is terminated for Disability, thirty (30) days afterNotice of Termination is given (provided that the Executive shall not havereturned to the full-time performance of the Executive’s duties during suchthirty (30) day period), and (ii) if the Executive’s employment isterminated for any other reason, the date specified in the Notice of Termination(which, in the case of a termination by the Company, shall not be less thanthirty (30) days (except in the case of a termination for Cause) and, in thecase of a termination by the Executive, shall not be less than fifteen (15) daysnor more than sixty (60) days, respectively, from the date such Notice ofTermination is given). 

            7.3        Dispute Concerning Termination. If within fifteen (15) days after anyNotice of Termination is given, or, if later, prior to the Date of Termination(as determined without regard to this Section 7.3), the party receiving suchNotice of Termination notifies the other party that a dispute exists concerningthe termination, the Date of Termination shall be extended until the earlier of(i) the date on which the term of this Agreement ends (taking into accountany extensions thereof that shall have occurred) or (ii) the date on whichthe dispute is finally resolved, either by mutual written agreement of theparties or by a final judgment, order or decree of a court of competentjurisdiction (which is not appealable or with respect to which the time forappeal therefrom has expired and no appeal has been perfected); provided,however, that the Date of Termination shall be extended by a notice ofdispute given by the Executive only if such notice is given in good faith andthe Executive pursues the resolution of such dispute with reasonable diligence. 

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            7.4        Compensation During Dispute. If a purported termination occurs followinga Change of Control and during the term of this Agreement and the Date ofTermination is extended in accordance with Section 7.3 hereof, the Company shallcontinue to pay the Executive the full compensation in effect when the noticegiving rise to the dispute was given (including, but not limited to, salary) andcontinue the Executive as a participant in all compensation, benefit andinsurance plans in which the Executive was participating when the notice givingrise to the dispute was given, until the Date of Termination, as determined inaccordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are inaddition to all other amounts due under this Agreement s and shall not be offsetagainst or reduce any other amounts due under this Agreement. 

        **8.****No Mitigation**. The Company agrees that, if theExecutive’s employment with the Company terminates during the term of thisAgreement, the Executive is not required to seek other employment or to attemptin any way to reduce any amounts payable to the Executive by the Companypursuant to Section 6 hereof or Section 7.4 hereof. Further, the amount of anypayment or benefit provided for in this Agreement (other than Section 6.1(D)hereof) shall not be reduced by any compensation earned by the Executive as theresult of employment by another employer, by retirement benefits, by offsetagainst any amount claimed to be owed by the Executive to the Company, orotherwise. 

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        **9.****Successors, Binding Agreement**
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            9.1        In addition to any obligations imposed by law upon any successor to the Company,the Company will require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the businessand/or assets of the Company to expressly assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession had taken place. Failure of theCompany to obtain such assumption and agreement prior to the effectiveness ofany such succession shall be a breach of this Agreement and shall entitle theExecutive to compensation from the Company in the same amount and on the sameterms as the Executive would be entitled to hereunder if the Executive were toterminate the Executive’s employment for Good Reason after a Change ofControl, except that, for purposes of implementing the foregoing, the date onwhich such succession becomes effective shall be deemed the Date of Termination. 

            9.2        This Agreement shall inure to the benefit of and be enforceable by theExecutive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. If the Executive shalldie while any amount would still be payable to the Executive hereunder (otherthan amounts which, by their terms, terminate upon the death of the Executive)if the Executive had continued to live, all such amounts, unless otherwiseprovided herein, shall be paid in accordance with the terms of this Agreement tothe executors, personal representatives or administrators of theExecutive’s estate. 

        **10.****Notices**
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            Forthe purpose of this Agreement, notices and all other communications provided forin the Agreement shall be in writing and shall be deemed to have been duly givenwhen delivered or mailed by United States registered mail, return receiptrequested, postage prepaid, addressed, if to the Executive, to the address shownfor the Executive in the personnel records of the Company and, if to theCompany, to the address set forth below, or to such other address as eitherparty may have furnished to the other in writing in accordance herewith, exceptthat notice of change of address shall be effective only upon actual receipt: 

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                                                To the Company:

                                                Riggs National Corporation