Exhibit 10.1


                       DESIGNATED PARTICIPANT
                      SPLIT DOLLAR LIFE INSURANCE AGREEMENT


      THIS SPLIT DOLLAR LIFE INSURANCE AGREEMENT ("the Agreement"),  is made as
of    ,     1998     by    and     between     "NAME"     ("Executive")     and
RIGGS  BANK  N.A.,  its  affiliates  and  subsidiaries  and its  successors  or
assigns     ("Riggs").     The     Agreement     is     effective     as     of
                                      ,  1998,   without  the  consent  of  the
Executive,  in accordance  with Paragraph 9(a) of the Agreement and restates and
replaces any prior Split Dollar Agreement between Riggs and Executive.

                               RECITALS:

      A.  Executive  is an employee  of Riggs,  holding the title of senior vice
president or a more senior title and is (or was) a Designated Participant.

      B. Riggs has  determined  that it is in the best interest of Riggs and the
senior officers of Riggs to establish and maintain a split dollar life insurance
program.  Riggs  desires to  encourage  Executive  to remain in Riggs  employ by
entering into a split dollar life insurance agreement with Executive.

      C.  Executive  consents  to  Riggs'  purchasing  insurance  on the life of
Executive and agrees to participate  in the split dollar life insurance  program
as hereinafter provided by entering into this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

      1. Purchase of Insurance. Riggs shall acquire a life insurance policy (the
"Policy")  on the life of  Executive  with a face amount not less than an amount
sufficient to pay the Executive's  Named  Beneficiary (as defined in paragraph 4
below) the benefits  described in paragraph  7(a)(i) below and to recover Riggs'
Interest  in the  Policy (as  defined in  paragraph  7 below),  which  Policy is
described on the attached Schedule A (the issuer of the Policy shall hereinafter
be referred to as the "Insurer"). Riggs may increase or decrease the face amount
of the Policy from time to time and may apply earnings on the accumulating  cash
value of the Policy in excess of the guaranteed rate for the purpose of carrying
out the objectives of this Agreement in such manner as it shall determine in its
sole  discretion.  In the event of such  increased  or decreased  coverage,  the
rights, duties and benefits of the parties to such coverage shall continue to be
subject to the terms of this Agreement.

                                      -1-

<PAGE>


      2.  Application and Consent.  Executive hereby consents to the purchase of
the Policy and agrees to answer all questions concerning his or her insurability
and to submit such evidence of insurability as may be required by the Insurer on
such form(s) as Riggs shall provide. If Riggs elects to increase the face amount
of the Policy for the purpose of carrying out the  objectives of the  Agreement,
Executive  hereby  agrees  to  answer  all  questions   concerning  his  or  her
insurability  and to submit such evidence of  insurability as may be required by
the Insurer  (including  such medical  examinations  as may be required)  and to
execute any other  documents as may be required by the Insurer to effectuate the
increase.

      3.  Ownership  of Policy.  The Policy  shall be owned by Riggs.  Executive
shall have the beneficiary  designation  rights contained in paragraph 4 of this
Agreement,  but except as otherwise provided herein,  each and every other right
of  ownership  of the Policy shall be reserved to Riggs even though the exercise
of such right or rights would adversely  affect or extinguish the payment of any
benefits to which Executive or the Executive's Named Beneficiary would otherwise
be entitled to under this  Agreement  or the Policy or the right of Executive to
designate a beneficiary pursuant to paragraph 4 hereof.

      4.  Beneficiary  Designation  Rights.  Executive  shall have the right and
power to  designate,  in writing and on such form(s) as Riggs shall  provide,  a
beneficiary or beneficiaries  ("Executive's  Named  Beneficiary") to receive the
amounts  described in paragraph 7, and to elect and change a payment  option for
such  beneficiary.  Any change in  beneficiary  or payment  option  shall become
effective as provided in the terms of the Policy.  If Executive  fails to make a
valid  notification or if the  Executive's  Named  Beneficiary  fails to survive
Executive  or otherwise  fails to receive the amounts  described in paragraph 7,
Executive's  Named   Beneficiary   shall  be  the  personal   representative  of
Executive's estate.

      5. Premium  Payments.  Riggs shall remit each premium due on the Policy in
accordance  with the mode of  premium  payment as  provided  in the Policy on or
before the due date provided therein.

      6.  Policy  Loans or Cash  Withdrawals.  Riggs alone shall have the right,
without the consent of  Executive,  to make policy loans or  withdrawals  of the
Policy cash value,  but Riggs shall not permit the indebtedness on the Policy or
withdrawals to exceed Riggs' Investment in the Policy (as defined in paragraph 7
below).

      7. Division of Death Proceeds of Policy;  Definitions.  Except as provided
in  paragraph  21 below,  Policy  Proceeds  shall be divided as provided in this
paragraph 7.

           (a)  Pre-Retirement Division.

                                      -2-

<PAGE>


                (1) If  Executive  dies  before  Retirement,  Executive's  Named
Beneficiary shall be entitled to an amount of the Policy Proceeds equal to three
times Executive's Highest Base Annual Compensation.

                (2) Riggs shall receive any remaining Policy Proceeds.

           (b)  Post-Retirement Division.

                (1) If Executive dies on or after Retirement,  Executive's Named
Beneficiary  shall be entitled to an amount of the Policy  Proceeds equal to one
and one-half times Executive's Highest Base Annual Compensation.

                (2) Riggs shall receive any remaining Policy Proceeds.

           (c)  Certain Pre-Retirement  Terminations,  (Effective December 14,
1994):

                (1) If Executive (i) is (or was) a Designated Participant,  (ii)
terminates  employment  from Riggs before  Retirement  within the 6-month period
before or after the date of the public  announcement of a Change of Control as a
result of either a termination by Riggs without Cause or a Termination  for Good
Reason by the  Executive,  or after a Change of Control,  and (iii)  dies,  then
Executive's  Named  Beneficiary  shall be  entitled  to an amount of the  Policy
Proceeds  equal  to one and  one-half  times  Executive's  Highest  Base  Annual
Compensation.

                (2) Riggs shall receive any remaining Policy Proceeds.

           (d) Definitions.  For purposes of this Agreement  (Effective December
14, 1994):

                (1) "Cause"  means any act  materially  detrimental  to the best
interests of Riggs and that  constitutes  on the part of the Executive  personal
dishonesty,  willful  misconduct in clear conflict with reasonable  standards of
employee   conduct,   breach  of  fiduciary  duty  involving   personal  profit,
intentional  failure  to perform  duties of the  Executive's  position,  willful
violation of law, governmental rule or regulation (other than traffic violations
or similar  offenses) or final cease and desist  order,  or for any reason which
would  constitute  grounds for removal  from office by the  appropriate  Federal
banking agencies under applicable law.



                                      -3-


<PAGE>


                (2) "Change of Control" means (1) the sale of substantially  all
of Riggs National Corporation its affiliates and subsidiaries ("RNC") assets (2)
the acquisition, whether directly, indirectly,  beneficially (within the meaning
of Rule  13d-3 of the  Securities  Act of 1933 (the  "Act"),  or of  record,  of
securities  of  RNC  representing  twenty-five  percent  (25%)  or  more  in the
aggregate  voting power of RNC's  then-outstanding  Common Stock by any "person"
(within  the  meaning of  Sections  13(d) and 14(d) of the Act),  including  any
corporation or group of associated persons acting in concert, other than (i) RNC
or its  subsidiaries  and/or (ii) any employee  pension benefit plan (within the
meaning of Section 3(2) of the Employee  Retirement Income Security Act of 1974,
as  amended  ("ERISA"))  of  RNC  or of  its  subsidiaries,  including  a  trust
established pursuant to any such plan; (3) RNC is merged or consolidated with or
into another corporation in any transaction or series of transactions,  in which
either (A) the persons who were the beneficial owners of RNC's voting securities
immediately  prior to such transaction do not beneficially own immediately after
such  transaction at least fifty percent (50%) of the total  outstanding  voting
power of the surviving  corporation  or (B) any "person"  (within the meaning of
Section  13(d) and  14(d) of the Act),  including  any  corporation  or group of
associated  persons  acting in concert is or becomes  the  direct,  indirect  or
beneficial  owner  (within the meaning of Rule 13d-3 of the Act) of  twenty-five
percent  (25%)  or more of the  aggregate  voting  power  of  resulting  entity,
provided that such person was not a  twenty-five  percent (25%) or more owner of
RNC prior to the  transaction  nor  transactions;  or (4) RNC is  liquidated  or
dissolved or adopts a plan of liquidation or  dissolution.  Notwithstanding  the
foregoing,  a Change of  Control  will not result  from (A) a transfer  of RNC's
voting  securities  by a  person  who  is  the  beneficial  owner,  directly  or
indirectly, of twenty-five percent (25%) or more of the voting securities of RNC
(a "25  Percent  Owner")  to (i) a member of such 25 Percent  Owner's  immediate
family  (within the meaning of Rule  16a-1(e) of the Act) either  during such 25
Percent  Owner's  lifetime or by will or the laws of descent  and  distribution;
(ii) any trust as to which the 25 Percent  Owner or a member (or  members) of 25
Percent  Owner's  immediate  family  (within the meaning of Rule 16a-1(e) of the
Act) is the beneficiary; (iii) any trust as to which the 25 Percent Owner is the
settlor with sole power to revoke; or (iv) any entity over which such 25 Percent
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 corporation  under Section  501(c)(3) of the Internal Revenue Code
of 1986, as amended (the "Code"), that is funded by the 25 Percent Owner; or (B)
the acquisition of voting securities of RNC or the resulting entity in the event
of a merger or  consolidation  by either (i) a person who was a 25 Percent 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.


                                      -4-


<PAGE>


                (3) "Highest Base Annual  Compensation"  shall mean  Executive's
highest  base  salary  during  the period of  employment  with Riggs as a senior
executive  officer,  rounded to the next higher  multiple  of $500.  Base annual
salary shall not include bonus and other contingent compensation.

                (4)  "Policy  Proceeds"  shall mean the death  benefits  payable
under the Policy, net of any outstanding policy loans or cash withdrawals.

                (5) "Riggs' Investment in the Policy" shall mean an amount equal
to the premiums paid from Riggs' funds less any policy loans,  cash withdrawals,
or refund of unearned premiums.

                (6) "Retirement"  shall mean the first day of the month in which
Executive  retires from  employment  with Riggs and such retirement is under the
terms of the Riggs Bank N.A. Amended Pension Plan (or its successor) either: (A)
on or after his or her normal  retirement  date with a normal or late retirement
pension;  or (B) on or  after  attaining  age 55,  with at  least  ten  years of
service. Executive shall not be deemed to have retired during the period of time
that he or she is receiving a disability benefit under such plan.

                (7) "Riggs' Interest in the Policy" at any given time shall mean
an amount equal to the sum of: (A) Riggs' Investment in the Policy at such time;
and (B) a return on Riggs'  Investment in the Policy as it may have existed from
time to time,  calculated  from the date of the  first  premium  payment  on the
policy until the date Riggs  receives its share of the Policy  Proceeds from the
insurer, at a rate equal to the greater of: seven percent per annum,  compounded
annually, or a rate two hundred basis points below the crediting rate applied by
the Insurer to the  accumulating  cash value of the Policy,  as determined  from
time to time by the Insurer  (such rate of return being  adjusted so that Riggs'
return  rate is no less  than the rate  described  in this  sentence  after  the
payment of any and all income taxes  payable by Riggs  because of the receipt of
the Policy  Proceeds,  or payments  made by Executive  under  paragraph 8 below,
assuming the maximum  income tax rates  payable by Riggs in the year such Policy
Proceeds or payments are included in taxable income by Riggs).

                (8)  "Termination  for  Good  Reason"  shall  mean  a  voluntary
termination  by the  Executive  within  six  months  of the date (i)  Riggs  has
notified the Executive  that the Executive  has been  transferred  to a position
with a permanent  regular place of employment more than  twenty-five  (25) miles
from  the  Executive's  prior  permanent  regular  place of  employment,  (ii) a
material reduction by Riggs in the Executive's base rate of pay, or (iii) Riggs,
without the consent of the Executive,  implements a change in Executive's duties
or responsibilities  in the nature of a demotion.  Reducing an Executive's title
to below  senior vice  president  (or  equivalent  title)  shall in all cases be
treated as a change in duties in the nature of a demotion.

                                      -5-
<PAGE>


           (e) Any refund of unearned premium as provided in the Policy shall be
refunded in total to Riggs.

      8. Termination of Agreement.  This Agreement shall terminate 31 days after
the first to occur of the following events:  (A) the receipt of a written notice
of termination by either party from the other party to this  Agreement,  with or
without the consent of the other  party;  or (B) except as provided in paragraph
7(c),  the date of  Executive's  termination  of  employment  with Riggs for any
reason other than  Retirement.  If Riggs gives notice of its intent to terminate
this Agreement  under clause (A) above or Executive  terminates  employment with
Riggs  under  clause  (B)  above,  Executive  shall  have the  right,  until the
termination of this  Agreement,  to purchase the Policy from Riggs by payment to
Riggs of an amount equal to the greater of: (i) the cash surrender  value of the
Policy;  or (ii) Riggs'  Interest in the Policy.  Upon  receipt of the  purchase
price,  Riggs shall execute such  documents as may be required by the Insurer to
transfer  ownership  of the  Policy  to  Executive.  Notwithstanding  the  first
sentence of this  paragraph,  this Agreement shall  terminate  immediately  upon
receipt  of the  purchase  price and  transfer  of  ownership  of the  Policy to
Executive.  In  the  event  of the  termination  of  this  Agreement  under  any
circumstances  whereby  Executive  cannot,  or does not,  purchase  the  Policy,
Executive agrees, upon request to him or her by Riggs, to execute such documents
as may be required by the Insurer to designate Riggs as sole  beneficiary of the
Policy (and Executive shall have no further right or interest in the Policy).

      9. Amendment or Revocation of Agreement.  Notwithstanding Riggs' intent to
continue this Agreement  indefinitely and notwithstanding any other provision of
this Agreement:

           (a) Before Executive's  Retirement,  Riggs retains the right to amend
or terminate this Agreement at any time and for any reason,  with or without the
consent of Executive or any other person, even though the exercise of such right
or rights would adversely affect or extinguish Executive's (or Executive's Named
Beneficiary's) right to receive any benefits under this Agreement or Executive's
right to change the Executive's Named Beneficiary under this Agreement; however,
Riggs  shall not  terminate  this  Agreement  or amend it in a manner that would
adversely affect  Executive's  rights  hereunder  without  Executive's  consent,
unless  done  in  conjunction  with  a  substantially   similar  amendment,   or
termination,  of  the  split  dollar  life  insurance  agreements  of  all  or a
significant  group of  Executives  who are parties to similar  split dollar life
insurance agreements between Riggs and senior officers of Riggs.

           (b) On or after  Executive's  Retirement,  Riggs shall not  terminate
this  Agreement  or amend it in any manner that  adversely  affects  Executive's
rights hereunder without Executive's consent.

                                      -6-

<PAGE>


           (c) Notwithstanding  subparagraphs (a) and (b) above, no amendment or
termination  effected after  Executive's death shall adversely affect the rights
of  Executive's  Named  Beneficiary  under this  Agreement,  but an amendment or
termination  may be effective up to 60 days before Riggs  notifies  Executive of
such action. See paragraph 16 below.

      10. Change of Control  (Effective  December 14, 1994):  Upon the Change of
Control  of Riggs,  as defined  in  Paragraph  7, the rights and duties of Riggs
shall be modified in accordance  with the  provisions  of this  paragraph if the
Executive is a Designated Participant.

           (a)  Notwithstanding  the provisions of paragraph 5 above, as soon as
practicable  after (but in no event  later than 30 days  following)  a Change of
Control, Riggs shall make an irrevocable contribution to the trust maintained to
provide  certain  benefits  under the SERP in an  amount  at least  equal to the
present value of premiums payable under the Policy with a face amount sufficient
to pay the Executive's Named  Beneficiary the benefits  described in paragraph 7
above as of the date of the Change in Control.

           (b)  Notwithstanding the provisions of paragraph 1, after a Change of
Control,  Riggs shall be limited in its ability to increase or decrease the face
amount of the Policy.  The face amount of the Policy shall be maintained so that
it shall be not less  than an amount  sufficient  to pay the  Executive's  Named
Beneficiary the benefits described in paragraph 7 above.

           (c)  Notwithstanding  the  provisions  of paragraph 3 above,  after a
Change of Control,  Riggs shall not be permitted to surrender the Policy,  or to
exercise any other ownership right in the Policy which would adversely affect or
extinguish  the payment of any  benefits to which  either the  Executive  or the
Executive's Named Beneficiary would otherwise be entitled under this Agreement.

           (d)  Notwithstanding  the  provisions  of paragraph 6 above,  after a
Change of Control, Riggs shall not be permitted to make any further policy loans
or  withdrawals  of the Policy cash value for any  purpose,  including,  without
limitation, the payment of premiums due or loan interest payments on outstanding
policy loans.

      11.  Rights Under the Agreement.

                                      -7-

<PAGE>


           (a) Nothing in this  Agreement  shall confer upon Executive the right
to  continue in the employ of Riggs or shall  interfere  with or restrict in any
way the  rights  of  Riggs to  discharge  Executive  at any time for any  reason
whatsoever,  with or without good cause.  Benefits  payable under this Agreement
shall  not be  considered  salary or other  compensation  to  Executive  for the
purpose of  computing  benefits to which  Executive  may be  entitled  under any
pension or profit-sharing plan or any other arrangement of Riggs for the benefit
of the  Executive  or for the  benefit  of its  employees  or any  class  of its
employees.

           (b) The rights of Executive and Executive's  Named  Beneficiary under
this  Agreement  shall be limited  to the right to death  benefits  pursuant  to
paragraph 7, the right to designate a beneficiary for such benefits  pursuant to
paragraph 4, and the rights to terminate  this Agreement and purchase the Policy
pursuant to paragraph 8.

      12.  Assignment.  Executive  (or his or her  assignee)  may,  at any time,
assign to any individual, trust or other organization all the Executive's right,
title and interest in the Policy and all rights, options,  privileges and duties
created under this Agreement. All rights and obligations of this Agreement shall
be  binding  upon  the  parties  hereto,  their  heirs,  legal  representatives,
successors or assigns.

      13. Named Fiduciary.  The Riggs Bank N.A.  Pension and Benefits  Committee
(or its successor) is hereby  designated the "Named Fiduciary" until resignation
or  removal  by  Riggs'  Board  of  Directors.  The  Named  Fiduciary  shall  be
responsible  for,  and shall  have the sole  discretion  to decide  all  matters
pertaining to the management, control, interpretation and administration of this
Agreement.  Such  discretion  includes,  but is not limited to,  determining the
qualification for, and the amount of, benefits payable under this Agreement, and
employment or retirement  status. The Named Fiduciary shall apply its discretion
in good faith and any  decisions  made in good faith  shall be binding  upon all
parties to this  Agreement.  The Named  Fiduciary may delegate to others certain
aspects of the management and  operational  responsibilities  of this Agreement,
including  the  employment  of advisors and the  delegation  of any  ministerial
duties to qualified individuals.

      14.  Claims Procedure.

           (a) (i) Claim  forms or claim  information  as to the  Policy  can be
obtained by  contacting  the Director of Human  Resources of Riggs Bank N.A., at
the address listed in paragraph 15(a) of this Agreement.

                                      -8-

<PAGE>


                (ii) When a claimant has a claim which may be covered  under the
Policy, he or she should contact the Named Fiduciary who will contact the office
or the person named above,  who will either complete a claim form and forward it
to an  authorized  representative  of the Insurer or advise the Named  Fiduciary
what further requirements are necessary. Under normal circumstances, the Insurer
will  evaluate the claim and make a decision as to payment  within 45 days after
receipt of the claim.  However, if special circumstances require an extension of
time to process a claim,  a final  decision  may be deferred up to 90 days after
receipt of the claim if prior to the end of the initial  45-day period the Named
Fiduciary is furnished written notice of the special circumstances requiring the
extension and the anticipated  date of a final decision.  If the claim is denied
within the applicable  period of time set out above,  the Named  Fiduciary shall
receive  written  notification  of the denial,  which notice shall set forth the
specific reasons for the denial, the relevant  provisions of the Policy on which
the denial is based, and the claim review procedure under the Policy.

                (iii)If the claim is payable,  a benefit check will be issued to
Executive's Named Beneficiary in an amount equal to the benefits payable to such
person(s)  pursuant to  paragraph 7 above and a benefit  check will be issued to
Riggs in an amount equal to the remaining Policy  Proceeds.  Benefit checks will
be forwarded through the Director of Human Resources of Riggs Bank N.A.

                (iv) In the event a claim is denied or in the event no action is
taken on the claim within the  above-described  period(s) of time, the following
procedure shall be used:

                     (A)  First,  in the event  that the Named  Fiduciary  does
not  timely  receive  the  above-described   written  notification,   the  Named
Fiduciary's request for benefits shall be deemed to be denied as of the last day
of the relevant period.

                     (B) Second, the Named Fiduciary shall, in its
discretion,  take  any and all  reasonable  action  as it  deems  necessary  to
perfect the claim.

           (b) (i) Once a decision has been rendered as to the  distribution  of
proceeds under the claim procedure described above as to the Policy,  claims for
any  benefits  due under this  Agreement  may be made in writing by Riggs or the
Executive's Named Beneficiary, as the case may be, to the Named Fiduciary. Under
normal  circumstances,  a final  decision on a  claimant's  request for benefits
shall be made  within 45 days after  receipt of the claim.  However,  if special
circumstances  require an extension of time to process a claim, a final decision
may be deferred up to 90 days after  receipt of the claim if prior to the end of
the initial  45-day  period the  claimant  is  furnished  written  notice of the
special  circumstances  requiring the extension  and the  anticipated  date of a
final  decision.  If the  claim is  denied,  in whole  or in  part,  within  the
applicable  period of time set out above,  the claimant  shall  receive  written
notification  of the denial,  which notice shall set forth the specific  reasons
for the denial, the relevant  provisions of the Agreement on which the denial is
based, and the claim review procedure under the Agreement.

                (ii) In the event a claim is denied or in the event no action is
taken on the claim within the  above-described  period(s) of time, the following
procedure shall be used:

                                      -9-

<PAGE>


                     (A)  First,  in the  event  that  the  claimant  does  not
timely receive the above-described written notification,  the claimant's request
for  benefits  shall be deemed  to be denied as of the last day of the  relevant
period.

                     (B) Second, a claimant is entitled to a full review of
his or her  claim  after  actual or  constructive  notification  of a denial.  A
claimant  desiring a review must make a written  request to the Named  Fiduciary
requesting such a review,  which may include whatever  comments or arguments the
claimant  wishes to submit.  Incident to the review,  the claimant may represent
himself or herself or appoint a representative to do so, and will have the right
to inspect all documents  pertaining to the issue. The Named  Fiduciary,  in its
sole  discretion,  may schedule  any  meeting(s)  with the  claimant  and/or the
claimant's  representative  it deems  necessary or  appropriate to facilitate or
expedite its review of a denied claim.

                (iii)A  request  for a  review  must be  filed  with  the  Named
Fiduciary within 60 days after the denial of the claim for benefits was actually
or constructively received by the claimant. If no request is received within the
60-day time limit, the denial of benefits will be final.  However,  if a request
for review of a denied claim is timely filed,  the Named  Fiduciary  must render
its  decision  under normal  circumstances  within 45 days of the receipt of the
request for review.  In special  circumstances  the  decision  may be delayed if
prior to expiration of the initial 45-day period the claimant is notified of the
extension,  but must in any event be  rendered  no later  than 90 days after the
receipt  of the  request.  If the  decision  on review is not  furnished  to the
claimant within the applicable time period(s) set out above,  the claim shall be
deemed denied on the last day of the relevant period. All decisions of the Named
Fiduciary  shall be in writing and shall include  specific  reasons for whatever
action has been taken, and the provisions of the Agreement on which the decision
is based.

      15.  Notices.  All  notices  required  to be given  hereunder  shall be in
writing and shall be deemed to have been duly given if delivered  personally  or
mailed (by registered or certified  mail,  return receipt  requested and postage
prepaid) as follows:

           (a)  If to Riggs, to:
                Riggs Bank N.A.
                800 17th Street, N.W.
                4th Floor, Human Resources
                Washington, D.C.  20006
                Attention:Director of Human Resources
                          of Riggs Bank N.A.


                                      -10-


<PAGE>


           (b)  If to  Executive,  to: The  Executive at the last known  address
                contained in the records of Riggs' Human Resources Department.

or to such other person at such other  address as the party to whom notice is to
be given may have  furnished to the other party in writing from time to time. If
mailed, any such  communication  shall be deemed to have been given on the third
business day following the date on which it was posted.

      16. Entire Agreement.  This Agreement sets forth the entire  understanding
between the parties. No subsequent changes or amendments to this Agreement shall
be  binding  unless  they are in  writing,  signed by Riggs,  and notice of such
change has been duly given to the Executive no later than 60 days  following the
date of such action.  If notice of a change or amendment is provided by the date
stipulated in the  immediately  preceding  sentence,  the effective date of such
change or amendment  shall be as provided in the change or amendment,  and shall
not be delayed until the date of the notice.

      17.  Severability and  Enforcement.  If any provision of this Agreement is
void or unenforceable, or so declared, that provision shall be severed from this
Agreement, which shall otherwise remain in full force and effect.

      18. Governing Law. The provisions of this Agreement shall be construed and
enforced according to the laws of the District of Columbia.

      19. Insurer Not A Party To Agreement.  Insurer shall not be deemed a party
to this  Agreement,  but will  respect  the  rights  of the  parties  as  herein
described  upon receiving an executed copy of this  Agreement.  Payment or other
performance  of its contract  obligations  in  accordance  with the terms of the
Policy shall completely discharge the Insurer from all claims, suits and demands
of all persons whatsoever.

      20.   Withholding.   Riggs  shall   withhold  from   Executive's   current
compensation  or require  Executive to remit to Riggs any amount  required to be
withheld under applicable  Federal,  State, or local law during the term of this
Agreement.

      21.  Exclusions.

                                      -11-

<PAGE>


           (a) Except as expressly  provided in this  paragraph 21,  Executive's
Named  Beneficiary  shall receive  benefits under  paragraph 7 of this Agreement
only from Policy Proceeds and Riggs shall have no liability or obligation  other
than the duty to make  premium  payments as provided in paragraph 5 and 10(a) of
the Agreement.  If the Insurer does not pay the full amount of the death benefit
otherwise due under the Policy, Policy Proceeds shall be divided as follows:

                (i) If the reduced  payment is because  (A)  misrepresentations,
whether or not  intentional,  have been made by Executive  or someone  acting on
behalf of Executive in the process of applying for the Policy, or (B) Executive,
whether sane or insane,  dies by suicide within two years from the issue date of
the Policy (or within two years from the issue date of an Unscheduled  Increase,
as  defined  in  paragraph  21(b)  below,  in the face  amount  of the  Policy),
Executive's Named Beneficiary shall be entitled to receive the lesser of (C) the
amount of Policy  Proceeds  applicable  under  paragraph 7, or (D) the amount of
Policy Proceeds payable in excess of Riggs' Interest in the Policy,  rather than
the otherwise applicable amount under paragraph 7.

                (ii) If the  reduced  payment  is due to a  failure  by Riggs to
comply with the terms of this Agreement,  Executive's  Named  Beneficiary  shall
receive benefits in accordance with paragraph 7.

                (iii)If the cause of the reduced  payments is not  described  in
either  paragraphs  21(a)(i) or (ii) above and the amount of Policy  Proceeds is
less than the sum of the amount  described  in  paragraph 7, as the case may be,
and Riggs' Interest in the Policy, Riggs and Executive's Named Beneficiary shall
divide the reduced  payment in the same ratio as the Policy  Proceeds would have
been divided under paragraph 7 had the amount of Policy Proceeds equaled the sum
of the amount  described in paragraph 7, as the case may be, and Riggs' Interest
in the Policy.  If the cause of the reduced  payments is not described in either
paragraph  21(a)(i)  or (ii) above and the amount of Policy  Proceeds is greater
than or equal to the sum of the  amount  described  in  paragraph  7, and Riggs'
Interest in the Policy,  Executive's Named Beneficiary shall receive benefits in
accordance with paragraph 7.

                                      -12-

<PAGE>


           (b)  Riggs  will  use its best  efforts  to  maintain  an  amount  of
insurance sufficient to pay Executive's Named Beneficiary the benefits described
in paragraph 7, and to recover Riggs' Interest in the Policy.  Accordingly,  the
face amount of the Policy is scheduled to increase  for  estimated  increases in
Executive's   compensation  and  Riggs'  Interest  in  the  Policy   ("Scheduled
Increases"). Riggs may also attempt to cause Unscheduled Increases (increases in
the face amount of the Policy that are not Scheduled Increases) in the Policy if
necessary  to maintain  the  appropriate  face amount of  insurance.  If such an
Unscheduled  Increase  requires  evidence of insurability and Riggs is unable to
purchase the increased coverage under the Policy with an underwriting  rating no
worse than standard risk, or the rating used to initially purchase the Policy if
that rating was less favorable than standard risk,  Riggs shall not be obligated
to purchase such increased  coverage and Executive's  Named Beneficiary shall be
entitled to receive the lesser of (i) the amount of Policy Proceeds described in
paragraph 7, as the case may be, or (ii) the amount of Policy  Proceeds  payable
in excess of Riggs' Interest in the Policy, rather than the otherwise applicable
amount under paragraph 7.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


                                     "NAME"


                                    -----------------------------
                                    Executive's Signature





                                    RIGGS BANK N.A.


                                    By: __________________________

                                    Title:
                                          ------------------------
                                      -13-

<PAGE>





                               SCHEDULE A

      Pursuant to the SPLIT DOLLAR LIFE INSURANCE  AGREEMENT  (the  "Agreement")
dated , 1998 by and  between  "NAME"  ("Executive")  and RIGGS  BANK  N.A.,  the
following described or attached policy of life insurance shall be subject to the
provisions of the Agreement.


      Insurer:                 ______________________________

      Policy Number:           ______________________________

      Policy Issue Date:       ______________________________

                                      -14-

<PAGE>


                          SENIOR EXECUTIVE
                      SPLIT DOLLAR LIFE INSURANCE AGREEMENT


      THIS SPLIT DOLLAR LIFE INSURANCE  AGREEMENT ("the Agreement"),  is made as
of , 1998 by and between  ("Executive")  and RIGGS BANK N.A., its affiliates and
subsidiaries and its successors or assigns ("Riggs"). The Agreement is effective
as of , without the consent of the Executive,  in accordance with Paragraph 9(a)
of the  Agreement  and restates  and  replaces any prior Split Dollar  Agreement
between Riggs and Executive.

                               RECITALS:

      Executive  is an employee  of Riggs,  or one of its  affiliated  companies
(collectively,  "Riggs"),  holding the title of senior vice  president or a more
senior title.

      Riggs  has  determined  that it is in the best  interest  of Riggs and the
senior officers of Riggs to establish and maintain a split dollar life insurance
program.  Riggs  desires to  encourage  Executive  to remain in Riggs  employ by
entering into a split dollar life insurance agreement with Executive.

      Executive consents to Riggs' purchasing insurance on the life of Executive
and  agrees to  participate  in the  split  dollar  life  insurance  program  as
hereinafter provided by entering into this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

1.    Purchase of Insurance.  Riggs shall acquire a life insurance  policy (the
      "Policy")  on the life of  Executive  with a face amount not less than an
      amount  sufficient to pay the Executive's  Named  Beneficiary (as defined
      in paragraph 4 below) the benefits  described in paragraph  7(a)(i) below
      and to recover  Riggs'  Interest in the Policy (as defined in paragraph 7
      below),  which Policy is described on the attached Schedule A (the issuer
      of the Policy shall  hereinafter be referred to as the "Insurer").  Riggs
      may  increase or decrease the face amount of the Policy from time to time
      and may apply  earnings on the  accumulating  cash value of the Policy in
      excess  of the  guaranteed  rate  for the  purpose  of  carrying  out the
      objectives of this Agreement in such manner as it shall  determine in its
      sole  discretion.  In the event of such increased or decreased  coverage,
      the rights,  duties and  benefits of the parties to such  coverage  shall
      continue to be subject to the terms of this Agreement.

                                      -15-
<PAGE>


2.    Application  and Consent.  Executive  hereby  consents to the purchase of
      the  Policy  and agrees to answer  all  questions  concerning  his or her
      insurability  and to  submit  such  evidence  of  insurability  as may be
      required  by the  Insurer on such  form(s)  as Riggs  shall  provide.  If
      Riggs  elects to  increase  the face amount of the Policy for the purpose
      of carrying out the objectives of the Agreement,  Executive hereby agrees
      to answer all questions  concerning his or her insurability and to submit
      such  evidence  of  insurability  as  may  be  required  by  the  Insurer
      (including  such medical  examinations as may be required) and to execute
      any other  documents as may be required by the Insurer to effectuate  the
      increase.

3.    Ownership  of  Policy.  The  Policy  shall be owned by  Riggs.  Executive
      shall have the beneficiary  designation  rights  contained in paragraph 4
      of this  Agreement,  but except as otherwise  provided  herein,  each and
      every other right of  ownership  of the Policy shall be reserved to Riggs
      even though the exercise of such right or rights would  adversely  affect
      or  extinguish  the  payment of any  benefits to which  Executive  or the
      Executive's  Named  Beneficiary would otherwise be entitled to under this
      Agreement  or the  Policy  or the  right  of  Executive  to  designate  a
      beneficiary pursuant to paragraph 4 hereof.

4.    Beneficiary  Designation  Rights.  Executive  shall  have the  right  and
      power to  designate,  in  writing  and on such  form(s)  as  Riggs  shall
      provide,   a   beneficiary   or   beneficiaries    ("Executive's    Named
      Beneficiary")  to receive the amounts  described  in  paragraph 7, and to
      elect and  change a payment  option for such  beneficiary.  Any change in
      beneficiary or payment  option shall become  effective as provided in the
      terms of the Policy.  If Executive fails to make a valid  notification or
      if the  Executive's  Named  Beneficiary  fails to  survive  Executive  or
      otherwise  fails  to  receive  the  amounts  described  in  paragraph  7,
      Executive's  Named  Beneficiary  shall be the personal  representative of
      Executive's estate.

5.    Premium  Payments.  Riggs  shall  remit each  premium due on the Policy in
      accordance  with the mode of premium  payment as provided in the Policy on
      or before the due date provided therein.

6.    Policy  Loans or Cash  Withdrawals.  Riggs  alone  shall  have the  right,
      without the consent of Executive,  to make policy loans or  withdrawals of
      the Policy cash value,  but Riggs shall not permit the indebtedness on the
      Policy or  withdrawals  to exceed  Riggs'  Investment  in the  Policy  (as
      defined in paragraph 7 below).

7.    Division of Death Proceeds of Policy;  Definitions.  Except as provided in
      paragraph 20 below,  Policy  Proceeds shall be divided as provided in this
      paragraph 7.

                                      -16-

<PAGE>


1.    Pre-Retirement Division.

1.              If  Executive   dies  before   Retirement,   Executive's   Named
                Beneficiary  shall  be  entitled  to an  amount  of  the  Policy
                Proceeds  equal to three times  Executive's  Highest Base Annual
                Compensation.

2. Riggs shall receive any remaining Policy Proceeds.

2.    Post-Retirement Division.

1.              If  Executive  dies on or after  Retirement,  Executive's  Named
                Beneficiary  shall  be  entitled  to an  amount  of  the  Policy
                Proceeds  equal to one and one-half  times  Executive's  Highest
                Base Annual Compensation.

2. Riggs shall receive any remaining Policy Proceeds.

3. Definitions. For purposes of this Agreement:

1.              "Highest  Base  Annual   Compensation"  shall  mean  Executive's
                highest base salary during the period of  employment  with Riggs
                as a  senior  executive  officer,  rounded  to the  next  higher
                multiple of $500. Base annual salary shall not include bonus and
                other contingent compensation.

2.              "Policy  Proceeds"  shall mean the death benefits  payable under
                the  Policy,  net  of  any  outstanding  policy  loans  or  cash
                withdrawals.

3.              "Riggs'  Investment in the Policy" shall mean an amount equal to
                the premiums paid from Riggs' funds less any policy loans,  cash
                withdrawals, or refund of unearned premiums.

4.    "Retirement"  shall  mean the first  day of the month in which  Executive
                retires  from  employment  with  Riggs and such  retirement  is
                under the terms of the Riggs  Bank N.A.  Amended  Pension  Plan
                (or its  successor)  either:  (A) on or after his or her normal
                retirement  date with a normal or late retirement  pension;  or
                (B) on or after  attaining  age 55,  with at least ten years of
                service.  Executive  shall not be deemed to have retired during
                the  period of time that he or she is  receiving  a  disability
                benefit under such plan.

                                      -17-

<PAGE>


5.    "Riggs'  Interest  in the  Policy" at any given time shall mean an amount
                equal to the sum of:  (A)  Riggs'  Investment  in the Policy at
                such time; and (B) a return on Riggs'  Investment in the Policy
                as it may have existed from time to time,  calculated  from the
                date of the first premium  payment on the policy until the date
                Riggs  receives  its  share  of the  Policy  Proceeds  from the
                insurer,  at a rate equal to the greater of: seven  percent per
                annum,  compounded annually, or a rate two hundred basis points
                below  the  crediting  rate  applied  by  the  Insurer  to  the
                accumulating  cash value of the Policy, as determined from time
                to time by the Insurer  (such rate of return being  adjusted so
                that Riggs'  return rate is no less than the rate  described in
                this  sentence  after the  payment of any and all income  taxes
                payable  by  Riggs   because  of  the  receipt  of  the  Policy
                Proceeds,  or  payments  made by  Executive  under  paragraph 8
                below,  assuming the maximum  income tax rates payable by Riggs
                in the year such Policy  Proceeds or payments  are  included in
                taxable income by Riggs).

8.    Termination of Agreement.  This Agreement  shall  terminate 31 days after
      the first to occur of the following events:  (A) the receipt of a written
      notice of  termination  by  either  party  from the  other  party to this
      Agreement,  with or without  the consent of the other  party;  or (B) the
      date of Executive's  termination of employment  with Riggs for any reason
      other than  Retirement.  If Riggs gives notice of its intent to terminate
      this Agreement under clause (A) above or Executive terminates  employment
      with Riggs under clause (B) above,  Executive shall have the right, until
      the termination of this  Agreement,  to purchase the Policy from Riggs by
      payment  to Riggs of an  amount  equal to the  greater  of:  (i) the cash
      surrender  value of the Policy;  or (ii)  Riggs'  Interest in the Policy.
      Upon receipt of the purchase  price,  Riggs shall execute such  documents
      as may be required by the Insurer to transfer  ownership of the Policy to
      Executive.  Notwithstanding  the first sentence of this  paragraph,  this
      Agreement shall terminate  immediately upon receipt of the purchase price
      and  transfer of ownership  of the Policy to  Executive.  In the event of
      the  termination  of  this  Agreement  under  any  circumstances  whereby
      Executive  cannot,  or does not,  purchase the Policy,  Executive agrees,
      upon request to him or her by Riggs,  to execute such documents as may be
      required by the Insurer to  designate  Riggs as sole  beneficiary  of the
      Policy  (and  Executive  shall have no further  right or  interest in the
      Policy).

9.    Amendment or  Revocation of  Agreement.  Notwithstanding  Riggs' intent to
      continue  this  Agreement   indefinitely  and  notwithstanding  any  other
      provision of this Agreement:

                                      -18-

<PAGE>


1.    Before  Executive's  Retirement,  Riggs  retains  the  right  to amend or
           terminate  this  Agreement  at any time and for any reason,  with or
           without the consent of  Executive or any other  person,  even though
           the  exercise  of such  right or rights  would  adversely  affect or
           extinguish  Executive's (or Executive's Named  Beneficiary's)  right
           to receive any benefits under this  Agreement or  Executive's  right
           to change the Executive's  Named  Beneficiary  under this Agreement;
           however,  Riggs shall not terminate  this Agreement or amend it in a
           manner that would  adversely  affect  Executive's  rights  hereunder
           without  Executive's  consent,  unless  done in  conjunction  with a
           substantially  similar  amendment,  or  termination,  of  the  split
           dollar life  insurance  agreements of all or a significant  group of
           Executives  who are parties to similar  split dollar life  insurance
           agreements between Riggs and senior officers of Riggs.

2.         On or after  Executive's  Retirement,  Riggs shall not terminate this
           Agreement  or  amend  it  in  any  manner  that   adversely   affects
           Executive's rights hereunder without Executive's consent.

3.         Notwithstanding  subparagraphs  (a) and (b) above,  no  amendment  or
           termination  effected after  Executive's death shall adversely affect
           the rights of Executive's Named Beneficiary under this Agreement, but
           an  amendment  or  termination  may be effective up to 60 days before
           Riggs notifies Executive of such action. See paragraph 15 below.

10.   Rights Under the Agreement.

1.    Nothing  in this  Agreement  shall  confer  upon  Executive  the right to
           continue in the employ of Riggs or shall  interfere with or restrict
           in any way the rights of Riggs to  discharge  Executive  at any time
           for any reason  whatsoever,  with or without  good  cause.  Benefits
           payable  under  this  Agreement  shall not be  considered  salary or
           other  compensation  to  Executive  for  the  purpose  of  computing
           benefits to which  Executive  may be  entitled  under any pension or
           profit-sharing  plan  or any  other  arrangement  of  Riggs  for the
           benefit of the  Executive or for the benefit of its employees or any
           class of its employees.

2.         The rights of Executive and Executive's  Named Beneficiary under this
           Agreement shall be limited to the right to death benefits pursuant to
           paragraph 7, the right to designate a  beneficiary  for such benefits
           pursuant to paragraph 4, and the rights to terminate  this  Agreement
           and purchase the Policy pursuant to paragraph 8.


                                      -19-

<PAGE>


11.   Assignment. Executive (or his or her assignee) may, at any time, assign to
      any individual,  trust or other  organization all the Executive's  rights,
      title and interest in the Policy and all rights,  options,  privileges and
      duties created under this  Agreement.  All rights and  obligations of this
      Agreement  shall be binding upon the parties  hereto,  their heirs,  legal
      representatives, successors or assigns.

12.   Named Fiduciary.  The Riggs Bank N.A. Pension and Benefits  Committee (or
      its  successor)  is  hereby   designated  the  "Named   Fiduciary"  until
      resignation   or  removal  by  Riggs'  Board  of  Directors.   The  Named
      Fiduciary  shall be responsible  for, and shall have the sole  discretion
      to  decide  all   matters   pertaining   to  the   management,   control,
      interpretation  and  administration  of this  Agreement.  Such discretion
      includes,  but is not limited to,  determining the qualification for, and
      the amount of, benefits  payable under this Agreement,  and employment or
      retirement  status.  The Named  Fiduciary  shall apply its  discretion in
      good faith and any  decisions  made in good faith  shall be binding  upon
      all  parties to this  Agreement.  The Named  Fiduciary  may  delegate  to
      others   certain    aspects   of   the    management   and    operational
      responsibilities of this Agreement,  including the employment of advisors
      and the delegation of any ministerial duties to qualified individuals.

13.   Claims Procedure.

1.    i.        Claim  forms  or  claim  information  as to the  Policy  can be
                obtained  by  contacting  the  Director of Human  Resources  of
                Riggs Bank N.A. at the  address  listed in  paragraph  14(a) of
                this Agreement.

                                      -20-

<PAGE>


           ii.  When a  claimant  has a claim  which may be  covered  under the
                Policy,  he or she should contact the Named  Fiduciary who will
                contact the office or the person named  above,  who will either
                complete  a  claim  form  and  forward  it  to  an   authorized
                representative  of the  Insurer or advise  the Named  Fiduciary
                what  further   requirements   are   necessary.   Under  normal
                circumstances,  the Insurer will  evaluate the claim and make a
                decision  as to  payment  within 45 days  after  receipt of the
                claim.  However, if special  circumstances require an extension
                of time to process a claim,  a final  decision  may be deferred
                up to 90 days  after  receipt  of the claim if prior to the end
                of the initial  45-day period the Named  Fiduciary is furnished
                written  notice  of the  special  circumstances  requiring  the
                extension  and the  anticipated  date of a final  decision.  If
                the claim is denied  within the  applicable  period of time set
                out  above,   the  Named   Fiduciary   shall  receive   written
                notification  of the denial,  which  notice shall set forth the
                specific  reasons for the denial,  the relevant  provisions  of
                the Policy on which the denial is based,  and the claim  review
                procedure under the Policy.

           iii. If the  claim is  payable,  a  benefit  check  will be issued to
                Executive's Named Beneficiary in an amount equal to the benefits
                payable to such  person(s)  pursuant to  paragraph 7 above and a
                benefit  check will be issued to Riggs in an amount equal to the
                remaining  Policy  Proceeds.  Benefit  checks will be  forwarded
                through the Director of Human Resources of Riggs Bank N.A.

           iv.  In the  event a claim is  denied  or in the  event no  action is
                taken on the claim within the above-described period(s) of time,
                the following procedure shall be used:

                (1)  First,  in the  event  that the  Named  Fiduciary  does not
                     timely receive the  above-described  written  notification,
                     the Named Fiduciary's  request for benefits shall be deemed
                     to be denied as of the last day of the relevant period.

                (2)  Second, the Named Fiduciary shall, in its discretion,  take
                     any and all  reasonable  action  as it deems  necessary  to
                     perfect the claim.

2.    i.        Once a decision  has been  rendered as to the  distribution  of
                proceeds under the claim  procedure  described  above as to the
                Policy,  claims for any benefits due under this  Agreement  may
                be  made  in  writing  by  Riggs  or  the   Executive's   Named
                Beneficiary,  as the case may be, to the Named Fiduciary. Under
                normal circumstances,  a final decision on a claimant's request
                for benefits  shall be made within 45 days after receipt of the
                claim.  However, if special  circumstances require an extension
                of time to process a claim,  a final  decision  may be deferred
                up to 90 days  after  receipt  of the claim if prior to the end
                of the initial 45-day period the claimant is furnished  written
                notice of the special  circumstances  requiring  the  extension
                and the anticipated  date of a final decision.  If the claim is
                denied,  in whole or in part,  within the applicable  period of
                time  set  out  above,   the  claimant  shall  receive  written
                notification  of the denial,  which  notice shall set forth the
                specific  reasons for the denial,  the relevant  provisions  of
                the  Agreement  on which the  denial  is  based,  and the claim
                review procedure under the Agreement.

                                      -21-


<PAGE>


           ii.  In the  event a claim is  denied  or in the  event no  action is
                taken on the claim within the above-described period(s) of time,
                the following procedure shall be used:

                (1)  First,  in the  event  that the  claimant  does not  timely
                     receive  the  above-described  written  notification,   the
                     claimant's  request  for  benefits  shall be  deemed  to be
                     denied as of the last day of the relevant period.

                (2)  Second,  a claimant  is entitled to a full review of his or
                     her claim after actual or  constructive  notification  of a
                     denial.  A claimant  desiring a review  must make a written
                     request to the Named  Fiduciary  requesting  such a review,
                     which  may  include  whatever  comments  or  arguments  the
                     claimant  wishes to submit.  Incident  to the  review,  the
                     claimant  may  represent  himself  or  herself or appoint a
                     representative to do so, and will have the right to inspect
                     all documents pertaining to the issue. The Named Fiduciary,
                     in its sole  discretion,  may schedule any meeting(s)  with
                     the claimant and/or the claimant's  representative it deems
                     necessary  or  appropriate  to  facilitate  or expedite its
                     review of a denied claim.

           iii. A request  for a review  must be filed with the Named  Fiduciary
                within 60 days  after the denial of the claim for  benefits  was
                actually  or  constructively  received  by the  claimant.  If no
                request is received within the 60-day time limit,  the denial of
                benefits  will be final.  However,  if a request for review of a
                denied claim is timely filed,  the Named  Fiduciary  must render
                its decision  under normal  circumstances  within 45 days of the
                receipt of the request for review. In special  circumstances the
                decision  may be delayed if prior to  expiration  of the initial
                45-day  period the  claimant is notified of the  extension,  but
                must in any event be  rendered  no later  than 90 days after the
                receipt  of  the  request.  If the  decision  on  review  is not
                furnished to the claimant  within the applicable  time period(s)
                set out above,  the claim shall be deemed denied on the last day
                of the relevant  period.  All  decisions of the Named  Fiduciary
                shall be in  writing  and shall  include  specific  reasons  for
                whatever  action  has  been  taken,  and the  provisions  of the
                Agreement on which the decision is based.


                                      -22-


<PAGE>


14.   Notices.  All notices  required to be given  hereunder shall be in writing
      and shall be deemed to have been duly  given if  delivered  personally  or
      mailed (by  registered or certified  mail,  return  receipt  requested and
      postage prepaid) as follows:

1.    If to Riggs, to:
           Riggs Bank N.A.
           800 17th Street, N.W.
           4th Floor, Human Resources
           Washington, D.C.  20006
           Attention:Director of Human Resources
                     of Riggs Bank N.A.

2. If to Executive, to:
           The Executive at the last known  address  contained in the records of
           Riggs Bank N.A.'s Human Resources Department.

      or to such other person at such other  address as the party to whom notice
      is to be given may have  furnished to the other party in writing from time
      to time. If mailed,  any such  communication  shall be deemed to have been
      given on the third business day following the date on which it was posted.

15.   Entire  Agreement.  This  Agreement  sets forth the entire  understanding
      between  the  parties.  No  subsequent  changes  or  amendments  to  this
      Agreement  shall be binding unless they are in writing,  signed by Riggs,
      and notice of such change has been duly given to the  Executive  no later
      than 60 days  following  the date of such  action.  If notice of a change
      or  amendment  is  provided  by the date  stipulated  in the  immediately
      preceding sentence,  the effective date of such change or amendment shall
      be as  provided  in the  change or  amendment,  and shall not be  delayed
      until the date of the notice.

16.   Severability and  Enforcement.  If any provision of this Agreement is void
      or  unenforceable,  or so declared,  that provision  shall be severed from
      this Agreement, which shall otherwise remain in full force and effect.

17.   Governing  Law. The  provisions of this  Agreement  shall be construed and
      enforced according to the laws of the District of Columbia.

                                      -23-

<PAGE>


18.   Insurer Not A Party To  Agreement.  Insurer shall not be deemed a party to
      this  Agreement,  but will  respect  the  rights of the  parties as herein
      described  upon receiving an executed copy of this  Agreement.  Payment or
      other performance of its contract obligations in accordance with the terms
      of the Policy  shall  completely  discharge  the Insurer  from all claims,
      suits and demands of all persons whatsoever.

19.   Withholding. Riggs shall withhold from Executive's current compensation or
      require  Executive  to remit to Riggs any amount  required  to be withheld
      under  applicable  Federal,  state,  or local law  during the term of this
      Agreement.

20.   Exclusions.

1.         Except as expressly  provided in this paragraph 20, Executive's Named
           Beneficiary   shall  receive  benefits  under  paragraph  7  of  this
           Agreement only from Policy Proceeds and Riggs shall have no liability
           or  obligation  other  than  the  duty to make  premium  payments  as
           provided in paragraph 5 of the Agreement. If the Insurer does not pay
           the full amount of the death benefit  otherwise due under the Policy,
           Policy Proceeds shall be divided as follows:

           i.   If the  reduced  payment  is  because  (A)  misrepresentations,
                whether  or not  intentional,  have been made by  Executive  or
                someone  acting  on  behalf  of  Executive  in the  process  of
                applying  for the Policy,  or (B)  Executive,  whether  sane or
                insane,  dies by  suicide  within two years from the issue date
                of the  Policy  (or  within two years from the issue date of an
                Unscheduled  Increase,  as defined in paragraph 20(b) below, in
                the face amount of the Policy),  Executive's  Named Beneficiary
                shall be  entitled  to receive  the lesser of (C) the amount of
                Policy  Proceeds  applicable  under  paragraph  7,  or (D)  the
                amount of Policy Proceeds  payable in excess of Riggs' Interest
                in the Policy,  rather  than the  otherwise  applicable  amount
                under paragraph 7.

           ii.  If the  reduced  payment  is due to a failure by Riggs to comply
                with the terms of this Agreement,  Executive's Named Beneficiary
                shall receive benefits in accordance with paragraph 7.

                                      -24-

<PAGE>


           iii. If the cause of the reduced  payments is not described in either
                paragraphs  20(a)(i)  or (ii)  above  and the  amount  of Policy
                Proceeds  is  less  than  the  sum of the  amount  described  in
                paragraph  7, as the case may be,  and  Riggs'  Interest  in the
                Policy, Riggs and Executive's Named Beneficiary shall divide the
                reduced  payment in the same ratio as the Policy  Proceeds would
                have been  divided  under  paragraph  7 had the amount of Policy
                Proceeds equaled the sum of the amount described in paragraph 7,
                as the case may be, and Riggs'  Interest in the  Policy.  If the
                cause  of the  reduced  payments  is  not  described  in  either
                paragraph  20(a)(i)  or (ii)  above  and the  amount  of  Policy
                Proceeds  is  greater  than or  equal  to the sum of the  amount
                described  in  paragraph  7, and Riggs'  Interest in the Policy,
                Executive's   Named   Beneficiary   shall  receive  benefits  in
                accordance with paragraph 7.

2.    Riggs  will use its best  efforts  to  maintain  an amount  of  insurance
           sufficient  to  pay  Executive's   Named  Beneficiary  the  benefits
           described  in  paragraph  7, and to recover  Riggs'  Interest in the
           Policy.  Accordingly,  the face amount of the Policy is scheduled to
           increase for estimated  increases in  Executive's  compensation  and
           Riggs'  Interest in the Policy  ("Scheduled  Increases").  Riggs may
           also attempt to cause Unscheduled  Increases  (increases in the face
           amount  of the  Policy  that  are not  Scheduled  Increases)  in the
           Policy if  necessary  to  maintain  the  appropriate  face amount of
           insurance.  If such an  Unscheduled  Increase  requires  evidence of
           insurability and Riggs is unable to purchase the increased  coverage
           under the Policy with an underwriting  rating no worse than standard
           risk,  or the rating used to  initially  purchase the Policy if that
           rating was less  favorable  than standard  risk,  Riggs shall not be
           obligated to purchase such increased  coverage and Executive's Named
           Beneficiary  shall be  entitled  to  receive  the  lesser of (i) the
           amount of Policy Proceeds  described in paragraph 7, as the case may
           be,  or (ii) the  amount  of Policy  Proceeds  payable  in excess of
           Riggs' Interest in the Policy,  rather than the otherwise applicable
           amount under paragraph 7.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.





                     ------------------------------------------------
                     Executive's Signature



                     RIGGS BANK N.A.


                     By:


                     Title:
                                      -25-

<PAGE>




                               SCHEDULE A


      Pursuant to the SPLIT DOLLAR LIFE INSURANCE  AGREEMENT  (the  Agreement")
dated      ,      1998      by     and      between      ("Executive")      and
RIGGS BANK N.A.  ("Riggs"),  the following described or attached policy of life
insurance shall be subject to the provisions of the Agreement.


      Insurer:

      Policy Number:


                                      -26-

<PAGE>





                              SENIOR VICE PRESIDENT
                SUPPLEMENTAL DEATH BENEFIT AGREEMENT


      THIS  SUPPLEMENTAL  DEATH BENEFIT  AGREEMENT (the "Agreement") is made as
of     the     day     of     ,     1997,     by     and     between     "NAME"
("Executive") and RIGGS BANK N.A. ("Riggs").

                              RECITALS:

      A.  Executive  is an  employee  of  Riggs,  or  one of  its  wholly  owned
subsidiaries  (collectively,  "Riggs"),  currently  holding  the title of senior
vice-president or amore senior title and has been a full-time  employee of Riggs
for at least seven years.

      B. Riggs has  determined  that it is in the best interest of Riggs and the
vice-presidents  of  Riggs to  establish  this  death  benefit  program  for the
vice-presidents,  which may provide the  Executive's  Named  Beneficiary  with a
supplemental  death benefit in the event Riggs  receives death benefits from the
life  insurance  policy that is the subject  matter of the Senior Vice President
Split Dollar Life Insurance  Agreement  between Executive and Riggs of even date
therewith (the "Policy") in excess of a predetermined formula amount. Riggs also
desires to encourage  Executive to remain in Riggs' employ by entering into this
Agreement with Executive. Executive consents to Riggs purchasing such insurance.

      C.  Executive  recognized  that there may be no excess death benefits from
the Policy and no supplemental  death benefits payable under this Agreement.  In
addition,  any benefits  under this Agreement are unfunded and will be paid from
the general assets of Riggs.  Executive and  Executive's  Named  Beneficiary (as
defined  in  paragraph  2 below)  have no  claim or right to any life  insurance
policy, or proceeds therefrom,  because of this Agreement and any reference to a
life  insurance  policy in this  Agreement is only for purposes of measuring the
amount of the benefits, if any, payable by Riggs.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

      1.   Death Benefits.

           (a)  Pre-Retirement Death Benefit.

           If Executive  dies before  Retirement  (as defined in paragraph  1(c)
(iv) below), Riggs shall pay to the Executive's Named Beneficiary (as defined in
paragraph 2 below) an amount equal to the lesser of:

                                      -27-
<PAGE>





                (i)  one-half  of  Executive's  Base  Annual  Compensation  (as
defined in paragraph (1)(c)(i) below); or

                (ii) the excess of the Policy  Proceeds (as defined in paragraph
1 (c) (ii) below), if any, over the sum of:

                     (A)  an  amount  equal  to  three  time  Executive's  Base
Annual  Compensation,  less the amount payable to Executive's  beneficiary under
any group term life insurance plan of Riggs; and

                     (B) an amount equal to the sum of: (1) Riggs'
Investment in the Policy at such time; and (2) a return on Riggs'  Investment in
the Policy as it may have existed from time to time, calculated from the date of
the first premium  payment by Riggs on the Policy until the date Riggs  receives
it share of the Policy Proceeds from the Insurer, at a rate equal to the greater
of: seven percent per annum,  compounded  annually,  or a rate two hundred basis
points below the crediting rate applied by the Insurer to the accumulating  cash
value of the Policy,  as determined  from time to time by the Insurer (such rate
of return  being  adjusted so that  Riggs'  return rate is no less than the rate
described in this sentence after the payment of any and all income taxes payable
by Riggs  because of the receipt of the Policy  Proceeds,  assuming  the maximum
marginal income tax rate payable by Riggs in the year such proceeds are included
in taxable income by Riggs).

           (b)  Post-Retirement Death Benefit.

           If  Executive  dies  on or  after  Retirement,  Riggs  shall  pay  to
Executive's Named Beneficiary an amount equal to the lesser of:

                (i)  one-half of Executive's Base Annual Compensation; or

                (ii) the excess of the Policy Proceeds, if any over the sum of:

                     (A)  an   amount   equal   to  one  and   one-half   times
Executive's  Base  Annual  Compensation  determined  as of  Executive's  date of
retirement,  less the amount payable to Executive's  beneficiary under any group
term life insurance plan of Riggs; and

                                      -28-

<PAGE>


                     (B) an amount equal to the sum of: (1) Riggs'
Investment in the Policy at such time; and (2) a return on Riggs'  Investment in
the Policy as it may have existed from time to time, calculated from the date of
the first premium  payment by Riggs on the Policy until the date Riggs  receives
its  share of the  Policy  Proceeds  from the  Insurer,  at a rate  equal to the
greater of: seven percent per annum,  compounded annually, or a rate two hundred
basis points below the crediting rate applied by the Insurer to the accumulating
cash value of the Policy,  as determined  from time to time by the Insurer (such
rate of return  being  adjusted so that  Riggs'  return rate is no less than the
rate  described in this  sentence  after the payment of any and all income taxes
payable by Riggs  because of the receipt of the Policy  Proceeds,  assuming  the
maximum  marginal income tax rate payable by Riggs in the year such proceeds are
included in taxable income by Riggs).

           (c) For purpose of this Agreement:

                (i) "Base Annual  Compensation"  shall mean  Executive's  annual
base salary  excluding bonus and other contingent  compensation,  rounded to the
next higher multiple of $500, as of Executive's  date of death if Executive dies
before Retirement and as of Retirement if Executive dies on or after Retirement.

                (ii) "Policy  Proceeds"  shall mean the death  benefits  payable
under the life insurance  policy purchased by Riggs on the life of the Executive
pursuant to the Split Dollar Life  Insurance  Agreement  between  Executive  and
Riggs executed on even date  herewith,  net of any  outstanding  policy loans or
cash withdrawals.

                (iii)"Bank's  Investment  in the  Policy"  shall mean an amount
equal to the  premiums  paid from  Riggs
  funds  less any policy  loans,  cash
withdrawals or refunds of unearned premiums.

                (iv) "Retirement" shall mean the first day of the month in which
Executive  retires  from  employment  with  Riggs and on or prior to the date of
retirement,  Executive either:  (A) had attained age 65; or (B) had attained age
55 and been a  full-time  employee  of Riggs for at least ten  years.  Executive
shall not be deemed to have retired  during the period of time that he or she is
receiving  a  disability  benefit  under the terms of The  Riggs  National  Bank
Amended Pension Plan (or its successor).

      2. Executive's Designated Beneficiary.  Executive shall have the right and
power to  designate,  in writing and on such form(s) as Riggs shall  provide,  a
beneficiary or beneficiaries  ("Executive's  Designated Beneficiary") to receive
the  amounts  described  in  paragraphs  1(a) or 1(b),  as the case may be,  and
Executive shall retain the right to change such  beneficiary or beneficiaries at
any time prior to Executive's  death.  No  beneficiary  election or change of an
election  shall be effective  until  received in writing by Riggs.  If Executive
fails to make a valid notification or if the Executive's  Designated Beneficiary
fails to survive Executive or otherwise fails to receive the applicable  amounts
described  in  paragraph  1,  Executive's  Designated  Beneficiary  shall be the
personal representative of Executive's estate.


                                      -29-

<PAGE>


      3. Termination of  Agreement.This  Agreement shall terminate 31 days after
the first to occur of the following events:  (a) the receipt of a written notice
of termination by either party from the other party to this  Agreement,  with or
without  the  consent  of the  other  party;  or (b)  the  date  of  Executive's
termination  of  employment  with  Riggs for any reason  other than  Retirement.
Notwithstanding  the  immediately  preceding  sentence,   this  Agreement  shall
terminate  immediately  upon the  transfer to Executive of ownership of the life
insurance  policy which is the subject of the Senior Vice  President  Split Life
Insurance Agreement between Riggs and Executive executed on even date herewith.

      4. Amendment or Revocation of Agreement.  Notwithstanding Riggs' intent to
continue this Agreement  indefinitely and notwithstanding any other provision of
this Agreement:

           (a) Riggs retains the right to amend or terminate  this  Agreement at
any time and for any  reason,  without  the  consent of  Executive  or any other
person,  even though the exercise of such right or rights would adversely affect
or  extinguish  Riggs'  obligation  to pay any benefits  pursuant to paragraph 1
hereof or Executive's  right to change the  Executive's  Designated  Beneficiary
pursuant  to  paragraph  2  hereof;  however,  Riggs  shall not  terminate  this
Agreement or amend it in a manner that would adversely affect Executive's rights
hereunder,  without  Executive's  consent,  unless  done in  conjunction  with a
substantially  similar  amendment,  or termination,  of the  supplemental  death
benefit  agreements of all or a significant  group of Executives who are parties
to  similar   supplemental   death   benefit   agreements   between   Riggs  and
vice-presidents of Riggs.

           (b)   Notwithstanding   subparagraph   (a)  above,  no  amendment  or
termination  effected after  Executive's death shall adversely affect the rights
of Executive's Designated Beneficiary under this Agreement,  but an amendment or
termination  may be effective up to 60 days before Riggs  notifies  Executive of
such action. See paragraph 9 below.

      5.   Rights Under the Agreement.

                                      -30-

<PAGE>


           (a) The rights of Executive and  Executive's  Designated  Beneficiary
under this Agreement shall be limited to the right to death benefits pursuant to
paragraph 1 and the right to designate a beneficiary for such benefits  pursuant
to  paragraph  2.  Participation  in this  Agreement  and the  right to  receive
payments under this Agreement shall not give Executive or Executive's Designated
Beneficiary  any proprietary  interest in Riggs or any of its assets.  Executive
and  Executive's  Designated  Beneficiary  have no  claim  or  right to any life
insurance  policy,  or proceeds  therefrom,  because of this  Agreement  and any
reference to a life  insurance  policy in this Agreement is only for purposes of
measuring the amount of the benefits,  if any,  payable by Riggs.  No trust fund
shall be  created  in  connection  with this  Agreement,  and there  shall be no
required  funding of amounts that may become  payable under this  Agreement.  No
fiduciary  relationship between Riggs and Executive is created by this Agreement
and Executive and Executive's Designated Beneficiary shall, for all purposes, be
general creditors of Riggs. The interest of Executive and Executive's Designated
Beneficiary in this Agreement cannot be assigned,  anticipated, sold, encumbered
or pledged and shall not be subject to the claims of their creditors.

           (b) Nothing in this  Agreement  shall confer upon Executive the right
to  continue in the employ of Riggs or shall  interfere  with or restrict in any
way the  rights  of  Riggs to  discharge  Executive  at any time for any  reason
whatsoever, with or without good cause.

           (c) Benefits  payable  under this  Agreement  shall not be considered
salary or other  compensation to Executive for the purpose of computing benefits
to which Executive may be entitled under any pension or  profit-sharing  plan or
any other  arrangement  of Riggs for the benefit of Executive or for the benefit
of its employees or any class of its employees.

      6. Assignment. Subject to the provisions of paragraph 4(a), all rights and
obligations of this Agreement  shall be binding upon the parties  hereto,  their
heirs, legal representatives, successors or assigns.

      7.  Administration.The  Riggs  Bank  N.A.  Committee  (or  its  successor,
hereafter  the  "Administrator")  shall be the  "Named  Fiduciary"  and shall be
responsible  for,  and shall  have the sole  discretion  to decide  all  matters
pertaining to, the management,  control,  interpretation  and  administration of
this Agreement. Such discretion includes, but is not limited to, determining the
qualification for, and the amount of benefits payable under this Agreement,  and
employment or retirement status. The Administrator shall apply its discretion in
good  faith and any  decisions  made in good  faith  shall be  binding  upon all
parties to this  Agreement.  The  Administrator  may delegate to others  certain
aspects of the management and  operational  responsibilities  of this Agreement,
including  the  employment  of advisors and the  delegation  of any  ministerial
duties to qualified individuals.

      8.   Claims Procedure.

                                      -31-

<PAGE>


           (a) When a  claimant  has a claim  which  may be  covered  under  the
Agreement,  a claim should be submitted to Riggs' Human Resources office.  Under
normal  circumstances,  a final  decision on a  claimant's  request for benefits
shall be made  within 45 days after  receipt of the claim.  However,  if special
circumstances  require an extension of time to process a claim, a final decision
may be deferred up to 90 days after  receipt of the claim if prior to the end of
the initial  45-day  period the  claimant  is  furnished  written  notice of the
special  circumstances  requiring the extension  and the  anticipated  date of a
final decision.  If the claim is denied within the applicable period of time set
out above, the claimant shall receive written  notification of the denial, which
notice  shall  set forth the  specific  reasons  for the  denial,  the  relevant
provisions of the  Agreement on which the denial is based,  and the claim review
procedure under the Agreement.

           (b) In the event a claim is denied or in the event no action is taken
on the  claim  within  the  above-described  period(s)  of time,  the  following
procedure shall be used:

                (i)  First,  in the  event  that the  claimant  does not  timely
receive the  above-described  written  notification,  the claimant's request for
benefits shall be deemed to be denied as of the last day of the relevant  period
and the  claimant  shall be entitled to a full review of his or her claim by the
Administrator.

                (ii)  Second,  a claimant is entitled to a full review of his or
her claim after  actual or  constructive  notification  of a denial.  A claimant
desiring a review must make a written  request to the  Administrator  requesting
such a review,  which may include  whatever  comments or arguments  the claimant
wishes to submit.  Incident to the review, the claimant may represent himself or
herself or appoint a representative to do so, and will have the right to inspect
all  documents  pertaining  to  the  issue.  The  Administrator,   in  its  sole
discretion,  may schedule any meeting(s) with the claimant and/or the claimant's
representative  it deems  necessary or appropriate to facilitate or expedite its
review of a denied claim.

           (c) A request for review must be filed with the Administrator  within
60  days  after  the  denial  of  the  claim  for   benefits   was  actually  or
constructively  received by the claimant.  If no request is received  within the
60-day time limit, the denial of benefits will be final.  However,  if a request
for review of a denied claim is timely filed, the Administrator  must render its
decision under normal circumstances within 45 days of the receipt of the request
for review.  In special  circumstances  the  decision may be delayed if prior to
expiration  of the  initial  45-day  period  the  claimant  is  notified  of the
extension,  but must in any event be  rendered  no later  than 90 days after the
receipt of the request.  If the decision on review is not furnished the claimant
within the applicable  time  period(s) set out above,  the claim shall be deemed
denied  on  the  last  day  of  the  relevant  period.   All  decisions  of  the
Administrator  shall be in  writing  and  shall  include  specific  reasons  for
whatever action has been taken, and the provisions of the Agreement on which the
decision is based.

           (d)  This  Agreement  shall  be  construed   consistently   with  the
construction applied to the payments of death benefits under the Policy.

                                      -32-

<PAGE>


      9. Notices. All notices required to be given hereunder shall be in writing
and shall be deemed to have been duly given if  delivered  personally  or mailed
(by registered or certified mail,  return receipt requested and postage prepaid)
as follows:

           (a)  If to Riggs, to:
                     Riggs Bank N.A.
                     1120 Vermont Ave., N.W.
                     5th Floor, Human Resources
                     Washington, D.C.  20005
                     Attention:     Director of Human Resources of
                                 Riggs Bank N.A.

           (b) If to Executive, to:
                     The  Executive at the last known  address  contained in the
                     records of Riggs' Human Resources Department.

or to such other person at such other  address as the party to whom notice is to
be given may have  furnished to the other party in writing from time to time. If
mailed, any such  communication  shall be deemed to have been given on the third
business day following the date on which it was posted.

      10. Entire Agreement.  This Agreement sets forth the entire  understanding
between the parties. No subsequent changes or amendments to this Agreement shall
be  binding  unless  they are in  writing,  signed by Riggs,  and notice of such
change has been duly given to the  Executive  within 60 days of such action.  If
notice  of a change or  amendment  is  provided  by the date  stipulated  in the
immediately  preceding sentence,  the effective date of such change or amendment
shall be provided in the change or amendment, and shall not be delayed until the
date of the notice.

      11.  Severability and  Enforcement.  If any provision of this Agreement is
void or unenforceable, or so declared, that provision shall be severed from this
Agreement, which shall otherwise remain in full force and effect.

      12. Governing Law. The provisions of this Agreement shall be construed and
enforced according to the laws of the District of Columbia.

      13.  Withholding.  Riggs shall withhold any amounts required by applicable
Federal,  state or  local  law to be  withheld  from  payments  due  under  this
Agreement.


                                      -33-



<PAGE>




      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.



                               "NAME"



                               ------------------------------------
                              Executive's Signature




                                 RIGGS BANK N.A.

                               By:
                                  ------------------------------

                               Title:
                                  ------------------------------




                                      -34-

<PAGE>


                           VICE PRESIDENT
                SPLIT DOLLAR LIFE INSURANCE AGREEMENT
                               Tier II


      THIS SPLIT DOLLAR LIFE INSURANCE  AGREEMENT ("the  Agreement") is made as
of     this     day     of     ,     1997     by     and     between     "NAME"
("Executive") and RIGGS BANK N.A. ("Riggs").

                              RECITALS:

      A.  Executive  is an  employee  of  Riggs,  or  one  of  its  wholly-owned
subsidiaries   (collectively,   "Riggs"),   currently   holding   the  title  of
vice-president  and has been a  full-time  employee  of Riggs for at least seven
years.

      B. Riggs has  determined  that it is in the best interest of Riggs and the
vice-presidents  of Riggs to establish a split-dollar life insurance program for
the  vice-presidents.  Riggs  desires to encourage  Executive to remain in Riggs
employ by entering into a split-dollar life insurance agreement with Executive.

      C.  Executive  consents  to  Riggs'  purchasing  insurance  on the life of
Executive and agrees to participate  in the split dollar life insurance  program
as hereinafter provided by entering into this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

      1. Purchase of Insurance.  Riggs shall apply for a life  insurance  policy
(the  "Policy")  on the life of  Executive  with a face  amount not less than an
amount  sufficient  to pay the  Executive's  Named  Beneficiary  (as  defined in
paragraph 4 below) the  benefits  described in  paragraph  7(a)(i)  below and to
recover Riggs'  Interest in the Policy (as defined in paragraph  7(c)(v) below),
which Policy is  described on the attached  Schedule A (the issuer of the Policy
shall  hereinafter  be  referred  to as the  "Insurer").  Riggs may  increase or
decrease the face amount of the Policy from time to time and may apply  earnings
on the  accumulating  cash value of the Policy in excess of the guaranteed  rate
for the purpose of carrying out the  objectives of this Agreement in such manner
as it shall determine in its sole discretion.  In the event of such increased or
decreased  coverage,  the  rights,  duties and  benefits  of the parties to such
coverage shall continue to be subject to the terms of this Agreement.


                                      -35-

<PAGE>





      2.  Application and Consent.  Executive hereby consents to the purchase of
the Policy and agrees to answer all questions concerning his or her insurability
and to submit such evidence of insurability as may be required by the Insurer on
such form(s) as Riggs shall provide. If Riggs elects to increase the face amount
of the Policy for the purpose of carrying out the  objectives of the  Agreement,
Executive  hereby  agrees  to  answer  all  questions   concerning  his  or  her
insurability  and to submit such evidence of  insurability as may be required by
the Insurer  (including  such medical  examinations  as may be required)  and to
execute any other  documents as may be required by the Insurer to effectuate the
increase.

      3.  Ownership  of Policy.  The Policy  shall be owned by Riggs.  Executive
shall have the beneficiary  designation  rights contained in paragraph 4 of this
Agreement, but except as otherwise provided below, each and every other right of
ownership  of the Policy  shall be reserved to Riggs even though the exercise of
such right or rights would  adversely  affect or  extinguish  the payment of any
benefits to which Executive or the Executive's Named Beneficiary would otherwise
be entitled to under this  Agreement  or the Policy or the right of Executive to
designate a beneficiary pursuant to paragraph 4 hereof.

      4.  Beneficiary  Designation  Rights.  Executive  shall have the right and
power to  designate,  in writing and on such form(s) as Riggs shall  provide,  a
beneficiary or beneficiaries  ("Executive's  Named  Beneficiary") to receive the
sum of the amounts  described in paragraph  7(a)(i) or 7(b)(i),  hereof,  as the
case may be, and to elect and change a payment option for such beneficiary.  Any
change in beneficiary  or payment  option shall become  effective as provided in
the terms of the Policy.  If Executive fails to make a valid  notification or if
the Executive's  Named Beneficiary fails to survive Executive or otherwise fails
to receive the amounts described in paragraph 7(a)(i) or 7(b)(i), hereof, as the
case may be, Executive's Named Beneficiary shall be the personal  representative
of Executive's estate.

      5. Premium  Payments.  Riggs shall remit each premium due on the Policy in
accordance  with the mode of  premium  payment as  provided  in the Policy on or
before the due date provided therein.

      6.  Policy  Loans or Cash  Withdrawals.  Riggs alone shall have the right,
without the consent of  Executive,  to make policy loans or  withdrawals  of the
Policy cash value,  but Riggs shall not permit the indebtedness on the Policy or
withdrawals  to exceed Riggs'  Investment in the Policy (as defined in paragraph
7(c)(iii) below).

      7. Division of Death  Proceeds of Policy.  Except as provided in paragraph
20 below,  Policy Proceeds (as defined in paragraph 7(c) below) shall be divided
as provided in this paragraph 7.

                                      -36-

<PAGE>


           (a)  Pre-Retirement Division.

                (i) If Executive dies before Retirement (as defined in paragraph
7(c)(iv) below), Executive's Named Beneficiary shall be entitled to an amount of
the Policy Proceeds equal to three times  Executive's  Base Annual  Compensation
(as defined in paragraph 7(c)(i) below).

                (ii) Riggs shall receive any remaining Policy Proceeds.


           (b)  Post-Retirement Division.

                (i) If Executive dies on or after Retirement,  Executive's Named
Beneficiary  shall be entitled to an amount of the Policy  Proceeds equal to one
and  one-half  times  Executive's  Base  Annual  Compensation  determined  as of
Executive's date of retirement.

                (ii) Riggs shall receive any remaining Policy Proceeds.

           (c) For purposes of this Agreement:

                (i) "Base Annual  Compensation"  shall mean  Executive's  annual
base salary  excluding bonus and other contingent  compensation,  rounded to the
next higher multiple of $500, as of Executive's  date of death if Executive dies
before Retirement and as of Retirement if Executive dies on or after Retirement.

                (ii) "Policy  Proceeds"  shall mean the death  benefits  payable
under the Policy, net of any outstanding policy loans or cash withdrawals.

                (iii)  "Riggs'  Investment  in the Policy"  shall mean an amount
equal to the  premiums  paid from  Riggs'  funds  less any  policy  loans,  cash
withdrawals, or refund of unearned premiums.

                (iv) "Retirement" shall mean the first day of the month in which
Executive  retires  from  employment  with  Riggs and on or prior to the date of
retirement,  Executive either:  (A) had attained age 65; or (B) had attained age
55 and been a  full-time  employee  of Riggs for at least ten  years.  Executive
shall not be deemed to have retired  during the period of time that he or she is
receiving  a  disability  benefit  under the terms of the  Riggs  National  Bank
Amended Pension Plan (or its successor).


                                      -37-


<PAGE>


                (v) "Riggs' Interest in the Policy" at any given time shall mean
an amount equal to the sum of: (A) Riggs' Investment in the Policy at such time;
and (B) a return on Riggs'  Investment in the Policy as it may have existed from
time to time,  calculated from the date of the first premium payment by Riggs on
the policy until the date Riggs  receives its share of the Policy  Proceeds from
the  insurer,  at a rate  equal to the  greater  of:  seven  percent  per annum,
compounded annually, or a rate two hundred basis points below the crediting rate
applied  by the  Insurer  to the  accumulating  cash  value  of the  Policy,  as
determined  from time to time by the Insurer (such rate of return being adjusted
so that Riggs'  return rate is no less than the rate  described in this sentence
after the payment of any and all income  taxes  payable by Riggs  because of the
receipt of the Policy Proceeds,  or payments made by Executive under paragraph 8
below,  assuming the maximum  income tax rates payable by Riggs in the year such
Policy Proceeds or payments are included in taxable income by Riggs).

           (d) Any refund of unearned premium as provided in the Policy shall be
refunded in total to Riggs.

      8. Termination of Agreement.  This Agreement shall terminate 31 days after
the first to occur of the following events:  (a) the receipt of a written notice
of termination by either party from the other party to this  Agreement,  with or
without  the  consent  of the  other  party;  or (b)  the  date  of  Executive's
termination of employment  with Riggs for any reason other than  Retirement.  If
Riggs gives notice of its intent to terminate  this  Agreement  under clause (a)
above or  Executive  terminates  employment  with Riggs under  clause (b) above,
Executive  shall have the right,  until the  termination of this  Agreement,  to
purchase  the Policy  from  Riggs by payment to Riggs of an amount  equal to the
greater of: (i) the cash surrender value of the Policy;  or (ii) Riggs' Interest
in the Policy.  Upon receipt of the  purchase  price,  Riggs shall  execute such
documents as may be required by the Insurer to transfer  ownership of the Policy
to  Executive.  Notwithstanding  the  first  sentence  of this  paragraph,  this
Agreement  shall  terminate  immediately  upon receipt of the purchase price and
transfer  of  ownership  of  the  Policy  to  Executive.  In  the  event  of the
termination of this Agreement under any circumstances  whereby Executive cannot,
or does not, purchase the Policy,  Executive agrees,  upon request to him or her
by Riggs,  to  execute  such  documents  as may be  required  by the  Insurer to
designate  Riggs as sole  beneficiary of the Policy (and Executive shall have no
further right or interest in the Policy).

      9. Amendment or Revocation of Agreement.  Notwithstanding Riggs' intent to
continue this Agreement  indefinitely and notwithstanding any other provision of
this Agreement:


                                      -38-



<PAGE>


           (a) Riggs retains the right to amend or terminate  this  Agreement at
any time and for any reason,  with or without the  consent of  Executive  or any
other person,  even though the exercise of such right or rights would  adversely
affect or extinguish  Executive's (or Executive's Named  Beneficiary's) right to
receive any benefits  under this  Agreement or  Executive's  right to change the
Executive's  Named Beneficiary  under this Agreement;  however,  Riggs shall not
terminate  this  Agreement or amend it in a manner that would  adversely  affect
Executive's  rights  hereunder  without  Executive's  consent,  unless  done  in
conjunction with a substantially similar amendment, or termination, of the split
dollar life insurance agreements of all or a significant group of Executives who
are parties to similar split dollar life insurance  agreements between Riggs and
vice-presidents of Riggs.

           (b)   Notwithstanding   subparagraph   (a)  above,  no  amendment  or
termination  effected after  Executive's death shall adversely affect the rights
of  Executive's  Named  Beneficiary  under this  Agreement,  but an amendment or
termination  may be effective up to 60 days before Riggs  notifies  Executive of
such action. See paragraph 15 below.

           (c) Any termination of this Agreement shall not terminate Executive's
right to the benefits he or she would  otherwise be entitled to, if any, under a
group term life insurance plan of Riggs.

      10.  Rights Under the Agreement.

           (a) Nothing in this  Agreement  shall confer upon Executive the right
to  continue in the employ of Riggs or shall  interfere  with or restrict in any
way the  rights  of  Riggs to  discharge  Executive  at any time for any  reason
whatsoever,  with or without good cause.  Benefits  payable under this Agreement
shall  not be  considered  salary or other  compensation  to  Executive  for the
purpose of  computing  benefits to which  Executive  may be  entitled  under any
pension or profit-sharing plan or any other arrangement of Riggs for the benefit
of the  Executive  or for the  benefit  of its  employees  or any  class  of its
employees.

           (b) The rights of Executive and Executive's  Named  Beneficiary under
this  Agreement  shall be limited  to the right to death  benefits  pursuant  to
paragraph 7, the right to designate a beneficiary for such benefits  pursuant to
paragraph 4, and the rights to terminate  this Agreement and purchase the Policy
pursuant to paragraph 8.

      11.  Assignment.  Executive  (or his or her  assignee)  may,  at any time,
assign to any individual, trust or other organization all the Executive's right,
title and interest in the Policy and all rights, options,  privileges and duties
created under this Agreement. All rights and obligations of this Agreement shall
be  binding  upon  the  parties  hereto,  their  heirs,  legal  representatives,
successors or assigns.

                                      -39-
<PAGE>


      12. Named  Fiduciary.  The Riggs  National Bank Pension  Committee (or its
successor) is hereby  designated  the "Named  Fiduciary"  until  resignation  or
removal by Riggs' Board of Directors.  The Named  Fiduciary shall be responsible
for, and shall have the sole discretion to decide all matters  pertaining to the
management,  control,  interpretation and administration of this Agreement. Such
discretion  includes,  but is not limited to, determining the qualification for,
and the amount of,  benefits  payable under this  Agreement,  and  employment or
retirement  status. The Named Fiduciary shall apply its discretion in good faith
and any  decisions  made in good faith shall be binding upon all parties to this
Agreement.  The Named  Fiduciary may delegate to others  certain  aspects of the
management and operational  responsibilities  of this  Agreement,  including the
employment of advisors and the delegation of any ministerial duties to qualified
individuals.

      13.  Claims Procedure.

           (a) (i) Claim  forms or claim  information  as to the  Policy  can be
obtained by contacting the Director of Human Resources of Riggs Bank N.A. at the
address listed in paragraph 14(a) of this Agreement.

               (ii) When a claimant  has a claim which may be covered  under the
Policy, he or she should contact the Named Fiduciary who will contact the office
or the person named above,  who will either complete a claim form and forward it
to an  authorized  representative  of the Insurer or advise the Named  Fiduciary
what further requirements are necessary. Under normal circumstances, the Insurer
will  evaluate the claim and make a decision as to payment  within 45 days after
receipt of the claim.  However, if special circumstances require an extension of
time to process a claim,  a final  decision  may be deferred up to 90 days after
receipt of the claim if prior to the end of the initial  45-day period the Named
Fiduciary is furnished written notice of the special circumstances requiring the
extension and the anticipated  date of a final decision.  If the claim is denied
within the applicable  period of time set out above,  the Named  Fiduciary shall
receive  written  notification  of the denial,  which notice shall set forth the
specific reasons for the denial, the relevant  provisions of the Policy on which
the denial is based, and the claim review procedure under the Policy.

               (iii) If the claim is payable,  a benefit check will be issued to
Executive's Named Beneficiary in an amount equal to the benefits payable to such
person(s)  pursuant to paragraph  7(a) or 7(b) above,  as the case may be, and a
benefit check will be issued to Riggs in an amount equal to the remaining Policy
Proceeds.  Benefit  checks  will be  forwarded  through  the  Director  of Human
Resources of Riggs Bank N.A.

               (iv) In the  event a claim is denied or in the event no action is
taken on the claim within the  above-described  period(s) of time, the following
procedure shall be used:

                                      -40-
<PAGE>


                    (A) First,  in the event that the Named  Fiduciary  does not
timely receive the above-described  written notification,  the Named Fiduciary's
request  for  benefits  shall be  deemed  to be denied as of the last day of the
relevant period.

                    (B) Second,  the Named  Fiduciary  shall, in its discretion,
take any and all reasonable action as it deems necessary to perfect the claim.

           (b) (i) Once a decision has been rendered as to the  distribution  of
proceeds under the claim procedure described above as to the Policy,  claims for
any  benefits  due under this  Agreement  may be made in writing by Riggs or the
Executive's Named Beneficiary, as the case may be, to the Named Fiduciary. Under
normal  circumstances,  a final  decision on a  claimant's  request for benefits
shall be made  within 45 days after  receipt of the claim.  However,  if special
circumstances  require an extension of time to process a claim, a final decision
may be deferred up to 90 days after  receipt of the claim if prior to the end of
the initial  45-day  period the  claimant  is  furnished  written  notice of the
special  circumstances  requiring the extension  and the  anticipated  date of a
final  decision.  If the  claim is  denied,  in whole  or in  part,  within  the
applicable  period of time set out above,  the claimant  shall  receive  written
notification  of the denial,  which notice shall set forth the specific  reasons
for the denial, the relevant  provisions of the Agreement on which the denial is
based, and the claim review procedure under the Agreement.

               (ii) In the  event a claim is denied or in the event no action is
taken on the claim within the  above-described  period(s) of time, the following
procedure shall be used:
                    (A) First,  in the event that the  claimant  does not timely
receive the  above-described  written  notification,  the claimant's request for
benefits shall be deemed to be denied as of the last day of the relevant period.

                    (B)  Second,  a claimant is entitled to a full review of his
or her claim after actual or constructive  notification of a denial.  A claimant
desiring a review must make a written request to the Named Fiduciary  requesting
such a review,  which may include  whatever  comments or arguments  the claimant
wishes to submit.  Incident to the review, the claimant may represent himself or
herself or appoint a representative to do so, and will have the right to inspect
all  documents  pertaining  to the  issue.  The  Named  Fiduciary,  in its  sole
discretion,  may schedule any meeting(s) with the claimant and/or the claimant's
representative  it deems  necessary or appropriate to facilitate or expedite its
review of a denied claim.

                                      -41-

<PAGE>


               (iii) A  request  for a  review  must be  filed  with  the  Named
Fiduciary within 60 days after the denial of the claim for benefits was actually
or constructively received by the claimant. If no request is received within the
60-day time limit, the denial of benefits will be final.  However,  if a request
for review of a denied claim is timely filed,  the Named  Fiduciary  must render
its  decision  under normal  circumstances  within 45 days of the receipt of the
request for review.  In special  circumstances  the  decision  may be delayed if
prior to expiration of the initial 45-day period the claimant is notified of the
extension,  but must in any event be  rendered  no later  than 90 days after the
receipt  of the  request.  If the  decision  on review is not  furnished  to the
claimant within the applicable time period(s) set out above,  the claim shall be
deemed denied on the last day of the relevant period. All decisions of the Named
Fiduciary  shall be in writing and shall include  specific  reasons for whatever
action has been taken, and the provisions of the Agreement on which the decision
is based.

      14.  Notices.  All  notices  required  to be given  hereunder  shall be in
writing and shall be deemed to have been duly given if delivered  personally  or
mailed (by registered or certified  mail,  return receipt  requested and postage
prepaid) as follows:

           (a)  If to Riggs, to:
                Riggs Bank N.A.
                800 17th Street, N.W.
                4th Floor, Human Resources
                Washington, D.C.  20006
                Attention:     Director of Human Resources
                             of the Riggs Bank N.A.

           (b)  If to  Executive,  to: The  Executive at the last known  address
                contained  in the  records of Riggs' Bank N.A.  Human  Resources
                Department.

or to such other person at such other  address as the party to whom notice is to
be given may have  furnished to the other party in writing from time to time. If
mailed, any such  communication  shall be deemed to have been given on the third
business day following the date on which it was posted.

      15. Entire Agreement.  This Agreement sets forth the entire  understanding
between the parties. No subsequent changes or amendments to this Agreement shall
be  binding  unless  they are in  writing,  signed by Riggs,  and notice of such
change has been duly given to the Executive no later than 60 days  following the
date of such action.  If notice of a change or amendment is provided by the date
stipulated in the  immediately  preceding  sentence,  the effective date of such
change or amendment  shall be as provided in the change or amendment,  and shall
not be delayed until the date of the notice.

                                      -42-

<PAGE>


      16.  Severability and  Enforcement.  If any provision of this Agreement is
void or unenforceable, or so declared, that provision shall be severed from this
Agreement, which shall otherwise remain in full force and effect.

      17. Governing Law. The provisions of this Agreement shall be construed and
enforced according to the laws of the District of Columbia.

      18. Insurer Not A Party To Agreement.  Insurer shall not be deemed a party
to this  Agreement,  but will  respect  the  rights  of the  parties  as  herein
described  upon receiving an executed copy of this  Agreement.  Payment or other
performance  of its contract  obligations  in  accordance  with the terms of the
Policy shall completely discharge the Insurer from all claims, suits and demands
of all persons whatsoever.

      19.   Withholding.   Riggs  shall   withhold  from   Executive's   current
compensation  or require  Executive to remit to Riggs any amount  required to be
withheld under applicable  Federal,  state, or local law during the term of this
Agreement.

      20.  Exclusions.

           (a) Except as expressly  provided in this  paragraph 20,  Executive's
Named  Beneficiary  shall receive  benefits under  paragraph 7 of this Agreement
only from Policy Proceeds and Riggs shall have no liability or obligation  other
than the  duty to make  premium  payments  as  provided  in  paragraph  5 of the
Agreement.  If the  Insurer  does not pay the full  amount of the death  benefit
otherwise due under the Policy, Policy Proceeds shall be divided as follows:

                (i) If the reduced  payment is because  (A)  misrepresentations,
whether or not  intentional,  have been made by Executive  or someone  acting on
behalf of Executive in the process of applying for the Policy, or (B) Executive,
whether sane or insane,  dies by suicide within two years from the issue date of
the Policy (or within two years from the issue date of an Unscheduled  Increase,
as  defined  in  paragraph  20(b)  below,  in the face  amount  of the  Policy),
Executive's Named Beneficiary shall be entitled to receive the lesser of (C) the
amount of Policy Proceeds described in paragraph 7(a)(i) or 7(b)(i), as the case
may be,  or (D) the  amount  of  Policy  Proceeds  payable  in  excess of Riggs'
Interest in the Policy,  rather than the otherwise  relevant amount described in
paragraph 7.

                (ii) If the  reduced  payment  is due to a  failure  by Riggs to
comply with the terms of this Agreement,  Executive's  Named  Beneficiary  shall
receive benefits in accordance with paragraph 7.



                                      -43-

<PAGE>


                (iii) If the cause of the reduced  payments is not  described in
either  paragraphs  20(a)(i) or (ii) above and the amount of Policy  Proceeds is
less than the sum of the amount described in paragraph  7(a)(i) or 7 (b)(i),  as
the case may be, and Riggs' Interest in the Policy,  Riggs and Executive's Named
Beneficiary  shall  divide the  reduced  payment in the same ratio as the Policy
Proceeds  would have been  divided  under  paragraph  7 had the amount of Policy
Proceeds  equaled  the sum of the amount  described  in  paragraph  7(a)(i) or 7
(b)(i),  as the case may be, and Riggs' Interest in the Policy.  If the cause of
the reduced  payments is not  described  in either  paragraphs  20(a)(i) or (ii)
above and the amount of Policy  Proceeds is greater  than or equal to the sum of
the amount described in paragraph  7(a)(i) or 7 (b)(i),  as the case may be, and
Riggs'  Interest in the Policy,  Executive's  Named  Beneficiary  shall  receive
benefits in accordance with paragraph 7.

           (b)  Riggs  will  use its best  efforts  to  maintain  an  amount  of
insurance sufficient to pay Executive's Named Beneficiary the benefits described
in  paragraph  7(a)(i) or  7(b)(i),  as the case may be,  and to recover  Riggs'
Interest in the Policy. Accordingly,  the face amount of the Policy is scheduled
to increase for  estimated  increases  in  Executive's  compensation  and Riggs'
Interest in the Policy ("Scheduled Increases").  Riggs may also attempt to cause
Unscheduled  Increases  (increases in the face amount of the Policy that are not
Scheduled Increases) in the Policy if necessary to maintain the appropriate face
amount of  insurance.  If such an  Unscheduled  Increase  requires  evidence  of
insurability  and Riggs is unable to purchase the increased  coverage  under the
Policy with an  underwriting  rating no worse than standard  risk, or the rating
used to  initially  purchase the Policy if that rating was less  favorable  than
standard risk, Riggs shall not be obligated to purchase such increased  coverage
and Executive's Named Beneficiary shall be entitled to receive the lesser of (i)
the amount of Policy Proceeds described in paragraph 7(a)(i) or 7(b)(i),  as the
case may be, or (ii) the amount of Policy  Proceeds  payable in excess of Riggs'
Interest in the Policy,  rather than the otherwise  relevant amount described in
paragraph 7.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                     "NAME"

                     -------------------------------------------------------
                     Executive's Signature

                     RIGGS BANK N.A.


                     By:



                     Title:

                                      -44-
<PAGE>




                          SCHEDULE A


   Pursuant to the SPLIT DOLLAR LIFE INSURANCE AGREEMENT (the "Agreement") dated
, 1997, by and between "NAME"  ("Executive")  and RIGGS BANK N.A., the following
described  or  attached  policy  of  life  insurance  shall  be  subject  to the
provisions of the Agreement.


   Insurer:               ______________________________

   Policy Number:         ______________________________

   Policy Issue Date:     ______________________________





                                      -45-

<PAGE>



                                 VICE PRESIDENT
                SUPPLEMENTAL DEATH BENEFIT AGREEMENT

      THIS  SUPPLEMENTAL  DEATH BENEFIT  AGREEMENT (the "Agreement") is made as
of     the     day     of     ,     1997,     by     and     between     "NAME"
("Executive") and RIGGS BANK N.A. ("Riggs").

                              RECITALS:

      A.  Executive  is an  employee  of  Riggs,  or  one of  its  wholly  owned
subsidiaries   (collectively,   "Riggs"),   currently   holding   the  title  of
vice-president  and has been a  full-time  employee  of Riggs for at least seven
years.

      B. Riggs has  determined  that it is in the best interest of Riggs and the
vice-presidents  of  Riggs to  establish  this  death  benefit  program  for the
vice-presidents,  which may provide the  Executive's  Named  Beneficiary  with a
supplemental  death benefit in the event Riggs  receives death benefits from the
life insurance  policy that is the subject  matter of the Vice  President  Split
Dollar  Life  Insurance  Agreement  between  Executive  and  Riggs of even  date
therewith (the "Policy") in excess of a predetermined formula amount. Riggs also
desires to encourage  Executive to remain in Riggs' employ by entering into this
Agreement with Executive. Executive consents to Riggs purchasing such insurance.

      C.  Executive  recognized  that there may be no excess death benefits from
the Policy and no supplemental  death benefits payable under this Agreement.  In
addition,  any benefits  under this Agreement are unfunded and will be paid from
the general assets of Riggs.  Executive and  Executive's  Named  Beneficiary (as
defined  in  paragraph  2 below)  have no  claim or right to any life  insurance
policy, or proceeds therefrom,  because of this Agreement and any reference to a
life  insurance  policy in this  Agreement is only for purposes of measuring the
amount of the benefits, if any, payable by Riggs.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:

      1.   Death Benefits.

           (a)  Pre-Retirement Death Benefit.

           If Executive  dies before  Retirement  (as defined in paragraph  1(c)
(iv) below), Riggs shall pay to the Executive's Named Beneficiary (as defined in
paragraph 2 below) an amount equal to the lesser of:

                                      -46-

<PAGE>





                (i)  one-half  of  Executive's  Base  Annual  Compensation  (as
defined in paragraph (1)(c)(i) below); or

                (ii) the excess of the Policy  Proceeds (as defined in paragraph
1 (c) (ii) below), if any, over the sum of:

                     (A)  an  amount  equal  to  three  time  Executive's  Base
Annual  Compensation,  less the amount payable to Executive's  beneficiary under
any group term life insurance plan of Riggs; and

                     (B) an amount equal to the sum of: (1) Riggs'
Investment in the Policy at such time; and (2) a return on Riggs'  Investment in
the Policy as it may have existed from time to time, calculated from the date of
the first premium  payment by Riggs on the Policy until the date Riggs  receives
it share of the Policy Proceeds from the Insurer, at a rate equal to the greater
of: seven percent per annum,  compounded  annually,  or a rate two hundred basis
points below the crediting rate applied by the Insurer to the accumulating  cash
value of the Policy,  as determined  from time to time by the Insurer (such rate
of return  being  adjusted so that  Riggs'  return rate is no less than the rate
described in this sentence after the payment of any and all income taxes payable
by Riggs  because of the receipt of the Policy  Proceeds,  assuming  the maximum
marginal income tax rate payable by Riggs in the year such proceeds are included
in taxable income by Riggs).

           (b)  Post-Retirement Death Benefit.

           If  Executive  dies  on or  after  Retirement,  Riggs  shall  pay  to
Executive's Named Beneficiary an amount equal to the lesser of:

                (i)  one-half of Executive's Base Annual Compensation; or

                (ii) the excess of the Policy Proceeds, if any over the sum of:

                     (A)  an   amount   equal   to  one  and   one-half   times
Executive's  Base  Annual  Compensation  determined  as of  Executive's  date of
retirement,  less the amount payable to Executive's  beneficiary under any group
term life insurance plan of Riggs; and

                                      -47-

<PAGE>


                     (B) an amount equal to the sum of: (1) Riggs'
Investment in the Policy at such time; and (2) a return on Riggs'  Investment in
the Policy as it may have existed from time to time, calculated from the date of
the first premium  payment by Riggs on the Policy until the date Riggs  receives
its  share of the  Policy  Proceeds  from the  Insurer,  at a rate  equal to the
greater of: seven percent per annum,  compounded annually, or a rate two hundred
basis points below the crediting rate applied by the Insurer to the accumulating
cash value of the Policy,  as determined  from time to time by the Insurer (such
rate of return  being  adjusted so that  Riggs'  return rate is no less than the
rate  described in this  sentence  after the payment of any and all income taxes
payable by Riggs  because of the receipt of the Policy  Proceeds,  assuming  the
maximum  marginal income tax rate payable by Riggs in the year such proceeds are
included in taxable income by Riggs).

           (c) For purpose of this Agreement:

                (i) "Base Annual  Compensation"  shall mean  Executive's  annual
base salary  excluding bonus and other contingent  compensation,  rounded to the
next higher multiple of $500, as of Executive's  date of death if Executive dies
before Retirement and as of Retirement if Executive dies on or after Retirement.

                (ii) "Policy  Proceeds"  shall mean the death  benefits  payable
under the life insurance  policy purchased by Riggs on the life of the Executive
pursuant to the Split Dollar Life  Insurance  Agreement  between  Executive  and
Riggs executed on even date  herewith,  net of any  outstanding  policy loans or
cash withdrawals.

                (iii)"Bank's  Investment  in the  Policy"  shall  mean an amount
equal to the  premiums  paid from  Riggs'  funds  less any  policy  loans,  cash
withdrawals or refunds of unearned premiums.

                (iv) "Retirement" shall mean the first day of the month in which
Executive  retires  from  employment  with  Riggs and on or prior to the date of
retirement,  Executive either:  (A) had attained age 65; or (B) had attained age
55 and been a  full-time  employee  of Riggs for at least ten  years.  Executive
shall not be deemed to have retired  during the period of time that he or she is
receiving  a  disability  benefit  under the terms of The  Riggs  National  Bank
Amended Pension Plan (or its successor).

      2. Executive's Designated Beneficiary.  Executive shall have the right and
power to  designate,  in writing and on such form(s) as Riggs shall  provide,  a
beneficiary or beneficiaries  ("Executive's  Designated Beneficiary") to receive
the  amounts  described  in  paragraphs  1(a) or 1(b),  as the case may be,  and
Executive shall retain the right to change such  beneficiary or beneficiaries at
any time prior to Executive's  death.  No  beneficiary  election or change of an
election  shall be effective  until  received in writing by Riggs.  If Executive
fails to make a valid notification or if the Executive's  Designated Beneficiary
fails to survive Executive or otherwise fails to receive the applicable  amounts
described  in  paragraph  1,  Executive's  Designated  Beneficiary  shall be the
personal representative of Executive's estate.


                                      -48-

<PAGE>


      3. Termination of  Agreement.This  Agreement shall terminate 31 days after
the first to occur of the following events:  (a) the receipt of a written notice
of termination by either party from the other party to this  Agreement,  with or
without  the  consent  of the  other  party;  or (b)  the  date  of  Executive's
termination  of  employment  with  Riggs for any reason  other than  Retirement.
Notwithstanding  the  immediately  preceding  sentence,   this  Agreement  shall
terminate  immediately  upon the  transfer to Executive of ownership of the life
insurance policy which is the subject of the Vice President Split Life Insurance
Agreement between Riggs and Executive executed on even date herewith.

      4. Amendment or Revocation of Agreement.  Notwithstanding Riggs' intent to
continue this Agreement  indefinitely and notwithstanding any other provision of
this Agreement:

           (a) Riggs retains the right to amend or terminate  this  Agreement at
any time and for any  reason,  without  the  consent of  Executive  or any other
person,  even though the exercise of such right or rights would adversely affect
or  extinguish  Riggs'  obligation  to pay any benefits  pursuant to paragraph 1
hereof or Executive's  right to change the  Executive's  Designated  Beneficiary
pursuant  to  paragraph  2  hereof;  however,  Riggs  shall not  terminate  this
Agreement or amend it in a manner that would adversely affect Executive's rights
hereunder,  without  Executive's  consent,  unless  done in  conjunction  with a
substantially  similar  amendment,  or termination,  of the  supplemental  death
benefit  agreements of all or a significant  group of Executives who are parties
to  similar   supplemental   death   benefit   agreements   between   Riggs  and
vice-presidents of Riggs.

           (b)   Notwithstanding   subparagraph   (a)  above,  no  amendment  or
termination  effected after  Executive's death shall adversely affect the rights
of Executive's Designated Beneficiary under this Agreement,  but an amendment or
termination  may be effective up to 60 days before Riggs  notifies  Executive of
such action. See paragraph 9 below.

      5.   Rights Under the Agreement.

                                      -49-

<PAGE>


           (a) The rights of Executive and  Executive's  Designated  Beneficiary
under this Agreement shall be limited to the right to death benefits pursuant to
paragraph 1 and the right to designate a beneficiary for such benefits  pursuant
to  paragraph  2.  Participation  in this  Agreement  and the  right to  receive
payments under this Agreement shall not give Executive or Executive's Designated
Beneficiary  any proprietary  interest in Riggs or any of its assets.  Executive
and  Executive's  Designated  Beneficiary  have no  claim  or  right to any life
insurance  policy,  or proceeds  therefrom,  because of this  Agreement  and any
reference to a life  insurance  policy in this Agreement is only for purposes of
measuring the amount of the benefits,  if any,  payable by Riggs.  No trust fund
shall be  created  in  connection  with this  Agreement,  and there  shall be no
required  funding of amounts that may become  payable under this  Agreement.  No
fiduciary  relationship between Riggs and Executive is created by this Agreement
and Executive and Executive's Designated Beneficiary shall, for all purposes, be
general creditors of Riggs. The interest of Executive and Executive's Designated
Beneficiary in this Agreement cannot be assigned,  anticipated, sold, encumbered
or pledged and shall not be subject to the claims of their creditors.

           (b) Nothing in this  Agreement  shall confer upon Executive the right
to  continue in the employ of Riggs or shall  interfere  with or restrict in any
way the  rights  of  Riggs to  discharge  Executive  at any time for any  reason
whatsoever, with or without good cause.

           (c) Benefits  payable  under this  Agreement  shall not be considered
salary or other  compensation to Executive for the purpose of computing benefits
to which Executive may be entitled under any pension or  profit-sharing  plan or
any other  arrangement  of Riggs for the benefit of Executive or for the benefit
of its employees or any class of its employees.

      6. Assignment. Subject to the provisions of paragraph 4(a), all rights and
obligations of this Agreement  shall be binding upon the parties  hereto,  their
heirs, legal representatives, successors or assigns.

      7.  Administration.The  Riggs  National  Bank  Pension  Committee  (or its
successor,  hereafter the  "Administrator")  shall be the "Named  Fiduciary" and
shall be  responsible  for,  and shall  have the sole  discretion  to decide all
matters   pertaining   to,   the   management,   control,   interpretation   and
administration of this Agreement.  Such discretion includes,  but is not limited
to,  determining the qualification for, and the amount of benefits payable under
this Agreement,  and employment or retirement  status.  The Administrator  shall
apply its discretion in good faith and any decisions made in good faith shall be
binding upon all parties to this Agreement.  The  Administrator  may delegate to
others certain  aspects of the management and  operational  responsibilities  of
this  Agreement,  including the employment of advisors and the delegation of any
ministerial duties to qualified individuals.

      8.   Claims Procedure.

                                      -50-

<PAGE>


           (a) When a  claimant  has a claim  which  may be  covered  under  the
Agreement,  a claim should be submitted to Riggs' Human Resources office.  Under
normal  circumstances,  a final  decision on a  claimant's  request for benefits
shall be made  within 45 days after  receipt of the claim.  However,  if special
circumstances  require an extension of time to process a claim, a final decision
may be deferred up to 90 days after  receipt of the claim if prior to the end of
the initial  45-day  period the  claimant  is  furnished  written  notice of the
special  circumstances  requiring the extension  and the  anticipated  date of a
final decision.  If the claim is denied within the applicable period of time set
out above, the claimant shall receive written  notification of the denial, which
notice  shall  set forth the  specific  reasons  for the  denial,  the  relevant
provisions of the  Agreement on which the denial is based,  and the claim review
procedure under the Agreement.

           (b) In the event a claim is denied or in the event no action is taken
on the  claim  within  the  above-described  period(s)  of time,  the  following
procedure shall be used:

                (i)  First,  in the  event  that the  claimant  does not  timely
receive the  above-described  written  notification,  the claimant's request for
benefits shall be deemed to be denied as of the last day of the relevant  period
and the  claimant  shall be entitled to a full review of his or her claim by the
Administrator.

                (ii)  Second,  a claimant is entitled to a full review of his or
her claim after  actual or  constructive  notification  of a denial.  A claimant
desiring a review must make a written  request to the  Administrator  requesting
such a review,  which may include  whatever  comments or arguments  the claimant
wishes to submit.  Incident to the review, the claimant may represent himself or
herself or appoint a representative to do so, and will have the right to inspect
all  documents  pertaining  to  the  issue.  The  Administrator,   in  its  sole
discretion,  may schedule any meeting(s) with the claimant and/or the claimant's
representative  it deems  necessary or appropriate to facilitate or expedite its
review of a denied claim.

           (c) A request for review must be filed with the Administrator  within
60  days  after  the  denial  of  the  claim  for   benefits   was  actually  or
constructively  received by the claimant.  If no request is received  within the
60-day time limit, the denial of benefits will be final.  However,  if a request
for review of a denied claim is timely filed, the Administrator  must render its
decision under normal circumstances within 45 days of the receipt of the request
for review.  In special  circumstances  the  decision may be delayed if prior to
expiration  of the  initial  45-day  period  the  claimant  is  notified  of the
extension,  but must in any event be  rendered  no later  than 90 days after the
receipt of the request.  If the decision on review is not furnished the claimant
within the applicable  time  period(s) set out above,  the claim shall be deemed
denied  on  the  last  day  of  the  relevant  period.   All  decisions  of  the
Administrator  shall be in  writing  and  shall  include  specific  reasons  for
whatever action has been taken, and the provisions of the Agreement on which the
decision is based.

           (d)  This  Agreement  shall  be  construed   consistently   with  the
construction applied to the payments of death benefits under the Policy.


                                      -51-


<PAGE>


      9. Notices. All notices required to be given hereunder shall be in writing
and shall be deemed to have been duly given if  delivered  personally  or mailed
(by registered or certified mail,  return receipt requested and postage prepaid)
as follows:

           (a)  If to Riggs, to:

                Riggs Bank N.A.
                800 17th Street,  N.W.
                4th Floor, Human Resources
                Washington, D.C.  20006
                Attention:Director of Human Resources of Riggs Bank N.A.

           (b) If to Executive, to:

                The Executive at the last known address contained in the records
                of Riggs' Human Resources Department.

or to such other person at such other  address as the party to whom notice is to
be given may have  furnished to the other party in writing from time to time. If
mailed, any such  communication  shall be deemed to have been given on the third
business day following the date on which it was posted.

      10. Entire Agreement.  This Agreement sets forth the entire  understanding
between the parties. No subsequent changes or amendments to this Agreement shall
be  binding  unless  they are in  writing,  signed by Riggs,  and notice of such
change has been duly given to the  Executive  within 60 days of such action.  If
notice  of a change or  amendment  is  provided  by the date  stipulated  in the
immediately  preceding sentence,  the effective date of such change or amendment
shall be provided in the change or amendment, and shall not be delayed until the
date of the notice.

      11.  Severability and  Enforcement.  If any provision of this Agreement is
void or unenforceable, or so declared, that provision shall be severed from this
Agreement, which shall otherwise remain in full force and effect.

      12. Governing Law. The provisions of this Agreement shall be construed and
enforced according to the laws of the District of Columbia.


                                      -52-



<PAGE>




      13.  Withholding.  Riggs shall withhold any amounts required by applicable
Federal,  state or  local  law to be  withheld  from  payments  due  under  this
Agreement.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.




"NAME"



                          Executive's Signature



                          RIGGS BANK N.A.

                          By:

                          Title:







                                      -53-

<PAGE>

                                                       Exhibit 10.3


                     RIGGS NATIONAL CORPORATION

                                       and

                           RIGGS BANK N.A.

              DEFERRED COMPENSATION PLAN FOR DIRECTORS
                      (As Revised May 14, 1997)


                              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

           0.1  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.

      (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.

                                      -54-

<PAGE>


      (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.

      (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.

                                      -55-
<PAGE>


                            ARTICLE III

                     DEFERRAL OF DIRECTOR'S FEES

           0.1 ELECTION TO DEFER FEES.  (a) 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 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 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.

      0.2  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.  The  $10,000  limit shall apply to the Plan Year
beginning  February 1, 1997 and ending  December 31, 1997,  and each  subsequent
Plan Year  beginning on January 1 thereafter.  The $10,000 limit shall not apply
to dividends credited to the Director's Stock Deferred Fee Account under section
6.1(b).

      (b) In the event that 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.

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

      0.3 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.

      0.4  MODIFICATION  OR  REVOCATION  OF  DEFERRAL.  A  Director  may,  on  a
prospective  basis for future Quarterly  Payment  Periods,  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 in which it is executed.

      0.5 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 for which such election is effective.

                                      -56-

<PAGE>

                             ARTICLE IV

                     CHANGE IN CAPITAL STRUCTURE

      0.1 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, then (i) the number, class, and per share price of shares of Common
Stock  credited  to  the   Director's   Stock  Deferred  Fee  Account  shall  be
appropriately  adjusted in such a manner as to entitle  the  Director to receive
upon  distribution  the same  total  number and class of shares as he would have
received  had the  Director  received  the  distribution  of Common  Stock under
section 7.1 immediately  prior to the event  requiring the 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

      0.1 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.

      0.2 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.

                                      -57-

<PAGE>


                                   ARTICLE VI

                              DIVIDENDS

      0.1 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.

      (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

      0.1 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.  Shares credited to a Director's  Stock Deferred Fee Account shall
be paid by the  delivery  by the  Company of  certificates  representing  a like
number of the Common Stock.

      0.2 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 to the  Director  in a lump sum.  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 lump sum payment is made.

      (c) Notwithstanding the foregoing,  no payment of Shares 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 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 shall be distributed
in cash.

      0.3 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.

                                      -58-

<PAGE>

                                  ARTICLE VIII

                            BENEFICIARIES

      0.1 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

      0.1 SHARES  AVAILABLE  UNDER THE PLAN. (a) As of the effective date of the
Plan,  25,000  shares of Common  Stock shall be  available to be credited to the
Directors' Stock Deferred Fee Accounts and issued under the Plan.

      (b) The number of shares of Common Stock  available  for  crediting to the
Directors' Deferred Fee Accounts and issued under the Plan may be increased upon
the approval of the Shareholders of the Company.

      0.2  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.

      0.3 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.

      0.4  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.

      0.5 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.

      0.6 EFFECTIVE DATE. This amended Plan shall become effective as of May 14,
1997 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.

                                      -59-
<PAGE>





                              EXHIBIT A
                       DEFERRED FEE AGREEMENT

      This  Agreement  between  ____________________  (the  "Company/Bank")  and
___________________________ (the "Director") is made the ___ day of ___________,
19__, 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 for the Quarterly Payment Period,  beginning ____________
19__ and in each subsequent  Quarterly  Payment Period.  The Director may at any
time change this election on a prospective  basis for Quarterly  Payment Periods
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 Quarterly Payment Periods 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  Quarterly
Payment Period 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 Fees  Account.  The Director  elects
to receive the amount of  Director's  Fees credited to his or her Cash Deferred
Fee Accounts pursuant to this Agreement in (check one):

      ( )  a lump sum; or
      ( )  substantially equal annual installments over a period of ___ years
(not to exceed ten).

                                      -60-

<PAGE>


      Payments shall commence (check one):
      ( )  _________________, 19__; or
      ( )  upon termination of service as director.
      (b) Stock  Deferred Fee Account.  The Director shall receive the amount of
Director's  Fees credited to his or her Stock Deferred Fee Account in a lump sum
no earlier  than the date which is six (6) months and one day after the Director
ceases to be a 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.

Beneficiary          Address            Percentage of
                                  Deferred Fees
                                     Account

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

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

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


      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: __________________________




                                      -61-

<PAGE>


                                                            Exhibit 10.4


                      1998 Senior Executive Incentive Plan


General Information:    For those senior executives whose performance is key to
                        the organization, incentive awards will be determined
                        based on two components: the financial performance of
                        the Bank and a discretionary component based on the
                        executive=s overall contribution to the Bank.

Plan Features:                Financial Measurements (50% of Incentive):
                              ----------------------

     ROA (50% weighting)

     Net Income (30% weighting)

     Fee Income (excluding security gains) (20% weighting)

                   Discretionary Component (50% of Incentive)

Plan Year:                    January 1, 1998 - December 31, 1998

Plan Management:              Human Resources


                           1998 General Incentive Plan


General Information:    The General Incentive Plan is based on the following
factors:

     Bank Financial Performance
     Individual Performance
     Grade Level (55 - 61)
     Length of Participation in the Plan (prorated by months)

Plan Features:                The Bank uses the following measurements to
                              evaluate financial performance:

     ROA
     Net Income
     Fee Income (excluding security gains)


Plan Year:                    January 1, 1998 - December 31, 1998

Participants:                       Employees in grade 55 and above are included
                        in one of the Bank=s incentive plans.  Those employees
                        can either be exclusively a participant in the General
                        Incentive Plan, exclusively in another incentive plan,
                        or a combination of the plans.

                        An  employees  who joins Riggs or is promoted to a grade
                        55  or  above  during  the  period  of   performance  is
                        eligible,  but  his/her  incentive  share is prorated to
                        reflect the number of full months  he/she  participates.
                        Participation  for a new plan participant  starts on the
                        first day of the first full month of employment.

Plan Management:              Human Resources Division

Payout                  of Incentive:  Incentive  awards are a percentage of the
                        participant's market rate of pay. Referring to the Range
                        of  Award  table  below,  there  is a  percentage  range
                        relative  to each  grade and  corresponding  performance
                        rating.  For  example,  a grade 55  employee  with a "4"
                        rating could be eligible  for an  incentive  between 4 -
                        16% of that employee's  market rate.  Awards increase as
                        Bank performance increases.

                                      -62-

<PAGE>


                        If  the  Bank  meets  its  targeted  budget  goals,  the
                        participant  could  be  eligible  for  an  award  at the
                        minimum  of the range,  such as 4% of market  rate for a
                        grade 55 rated a "4".  As the Bank  continues  to exceed
                        its budget  goals,  the  percentage  of potential  award
                        increases.  For  example,  if the Bank far  exceeds  its
                        financial budget goals, the grade 55 employee with a "4"
                        rating  could  be  eligible  for an award of 16% of that
                        employee=s market rate.

                        Payouts  will  be  paid to  eligible  plan  participants
                        during the first  quarter of 1999.  To receive a payout,
                        participants  must be  actively  employed by the Bank on
                        the date of  distribution,  unless the  participant  has
                        become totally disabled,  deceased, or retired where the
                        payout is prorated for the period of active employment.


                               Range of Award*

      Grade           3 - Rating          4 - Rating          5 - Rating

       55               3 - 12%            4 - 16%             5 - 20%

       56               3 - 12%            4 - 16%             5 - 20%

       57              4.5 - 18%           6 - 24%            7.5 - 30%         

                                      -63-

<PAGE>

                                                            Exhibit 10.5


                     1999 Senior Executive Incentive Plan


General Information:    For those senior executives whose performance is key to
                        the organization, incentive awards will be determined
                        based on two components: the financial performance of
                        the Bank and a discretionary component based on the
                        executive's overall contribution to the Bank.

Plan Features:          Financial Measurements (50% of Incentive):
                        ----------------------

     ROA (50% weighting)

     Net Income (30% weighting)

     Fee Income (excluding security gains) (20% weighting)

                   Discretionary Component (50% of Incentive)

Plan Year:              January 1, 1999 - December 31, 1999

Plan Management:        Human Resources


                           1999 General Incentive Plan


General Information:    The General Incentive Plan is based on the following
factors:

     Bank Financial Performance
     Individual Performance
     Grade Level (55 - 61)
     Length of Participation in the Plan (prorated by months)

Plan Features:          The Bank uses the following measurements to evaluate
                        financial performance:

     ROA
     Net Income
     Fee Income (excluding security gains)

Plan Year:              January 1, 1999 - December 31, 1999

Participants:                 Employees in grade 55 and above are included in
                        one of the Bank's incentive plans.  Those employees can
                        either be exclusively a participant in the General
                        Incentive Plan, exclusively in another incentive plan,
                        or a combination of the plans.

                        An employee who joins Riggs or is promoted to a grade 55
                        or above during the period of  performance  is eligible,
                        but his/her  incentive  share is prorated to reflect the
                        number of full months he/she participates. Participation
                        for a new plan  participant  starts  on the first day of
                        the first full month of employment.

Plan Management:        Human Resources Division

Payout                  of Incentive:  Incentive  awards are a percentage of the
                        participant's market rate of pay. Referring to the Range
                        of  Award  table  below,  there  is a  percentage  range
                        relative  to each  grade and  corresponding  performance
                        rating.  For  example,  a grade 55  employee  with a "4"
                        rating could be eligible  for an  incentive  between 4 -
                        16% of that employee's  market rate.  Awards increase as
                        Bank performance increases.

                                      -64-

<PAGE>


                        If  the  Bank  meets  its  targeted  budget  goals,  the
                        participant  could  be  eligible  for  an  award  at the
                        minimum  of the range,  such as 4% of market  rate for a
                        grade 55 rated a "4".  As the Bank  continues  to exceed
                        its budget  goals,  the  percentage  of potential  award
                        increases.  For  example,  if the Bank far  exceeds  its
                        financial budget goals, the grade 55 employee with a "4"
                        rating  could  be  eligible  for an award of 16% of that
                        employee's market rate.

                        Payouts  will  be  paid to  eligible  plan  participants
                        during the first  quarter of 2000.  To receive a payout,
                        participants  must be  actively  employed by the Bank on
                        the date of  distribution,  unless the  participant  has
                        become totally disabled,  deceased, or retired where the
                        payout is prorated for the period of active employment.

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

                              Range of Award*
-----------------------------------------------------------------------------

     Grade           3 - Rating          4 - Rating          5 - Rating
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

       55              3 - 12%            4 - 16%             5 - 20%
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

       56              3 - 12%            4 - 16%             5 - 20%
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

       57             4.5 - 18%           6 - 24%            7.5 - 30%
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

       58             4.5 - 18%           6 - 24%            7.5 - 30%
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

       59             4.5 - 18%           6 - 24%            7.5 - 30%
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

       60              6 - 24%            8 - 32%             10 - 40%
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

       61              6 - 24%            8 - 32%             10 - 40%
-----------------------------------------------------------------------------

* The Bank's financial performance will determine the payout amount within each
designated range





       58              4.5 - 18%           6 - 24%            7.5 - 30%

       59              4.5 - 18%           6 - 24%            7.5 - 30%

       60               6 - 24%            8 - 32%             10 - 40%

       61               6 - 24%            8 - 32%             10 - 40%

* The Bank=s financial  performance will determine the payout amount within each
designated range.

                                      -65-
<PAGE>



                                                                   Exhibit 10.6



                               RIGGS NATTONAL BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                           Effective January 1, 1993,
                    Amended and Restated As of July 12, 1995

                                      -66-

<PAGE>


                               RIGGS NATIONAL BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    Article I
                             Purpose, Effective Date

      1.1 Purpose.  The purpose of this Supplemental  Executive  Retirement Plan
(the "Plan"),  as established by Riggs National Corporation (the "Corporation")
and initially effective as of January 1, 1993, and assumed by The Riggs National
Bank of  Washington,  D.C.  and its  subsidiaries  and  affiliates  (the "Bank")
effective as of July 12, 1995, is to provide supplemental retirement benefits to
certain key employees of the  Corporation  and the Bank. It is intended that the
Plan will aid in retaining and attracting  individuals of exceptional ability by
providing them with these benefits.

      1.2  Effective Date. This Restated Plan shall be effective as of July
12, 1995.

 Article II

Definitions

For the purposes of this Plan, the following terms shall have the

meanings indicated unless the context clearly indicates otherwise:


      2.1  Administrative Committee. "Administrative Committee" means the
Pension and Benefits Committee of The Riggs National Bank of Washington, D.C.
or its successor committee as may be appointed by its Board to administer the
Plan pursuant to Article VII.

      2.2  Beneficiary.  "Beneficiary"  means the  person,  persons or entity as
designated  by the  Participant,  entitled  under Article VI to receive any Plan
benefits payable after the Participant's death.

      2.3  Board. "Board" means the Board of Directors of The Riggs National
Bank of Washington, D.C.

      2.4  Cause.  "Cause"  means  any act  materially  detrimental  to the best
interests of the Employer and that  constitutes  on the part of the  Participant
personal  dishonesty,  willful  misconduct  in clear  conflict  with  reasonable
standards of employee  conduct,  breach of  fiduciary  duty  involving  personal
profit,  intentional  failure to perform duties of the  Participant's  position,
willful  violation of law,,  governmental rule or regulation (other than traffic
violations  or similar  offenses)  or final cease and desist  order,  or for any
reason which would constitute grounds for removal from office by the appropriate
Federal banking agencies under applicable law.


                                      -67-


<PAGE>


      2.5 Change of Control.  "Change of Control" means a sale of  substantially
all  of  the  Corporation's   assets  or  the  acquisition,   whether  directly,
indirectly, beneficially (within the meaning of Rule 13d-3 of the Securities Act
of 1933 (the "Act"), or of record, of securities of the corporation representing
twenty-five  percent  (25%)  or  more  in  the  aggregate  voting  power  of the
Corporation's  then-outstanding Common Stock by any "person" (within the meaning
of Sections 13(d) and 14(d) of the Act),  including any  corporation or group of
associated  persons  acting in concert,  other than (i) the  Corporation  or its
subsidiaries  and/or (.ii) any employee pension benefit plan (within the meaning
of Section  3(2) of the Employee  Retirement  Income  Security  Act of 1974,  as
amended  (11ERISA11))  of the  Corporation or of its  subsidiaries,  including a
trust established pursuant to any such plan; provided,  that a Change of Control
will not result from (A) a transfer of the corporation's  voting securities by a
person who is the  beneficial  owner,  directly or  indirectly,  of  twenty-five
percent  (25%)  or more of the  voting  securities  of the  Corporation  (a 1125
Percent  owner") to (i) a member of such 25  Percent  Owner's  immediate  family
(within the meaning of Rule  16a-l(e) of the Act) either  during such 25 Percent
owner's  lifetime or by will or the laws of descent and  distribution;  (ii) any
trust as to which the 25 Percent  owner or a member (or  members)  of 25 Percent
owner's immediate family (within the meaning of Rule 16a-l(e) of the Act) is the
beneficiary;  (iii) any trust as to which the 25  Percent  Owner is the  settlor
with sole power to revoke; or (iv) any
entity over which such 25 Percent 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 corporation under Section 501 (c)(3)
of the Internal  Revenue Code of 1986, as amended (the "Code"),  which is funded
by the 25 Percent  Owner;  or (B) the  acquisition  of voting  securities of the
Corporation  by either (i) a person who was a 25 Percent  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.

      2.6  Compensation Committee. "Compensation Committee" means the
compensation committee of the Bank.

      2.7  "Designated Participant". "Designated Participant" means a
Participant who occupies one of the following positions or whose
Participation Agreement states that he is a Designated Participant:

Chairman of the Board of Riggs National Corporation or The Riggs National
Bank of Washington, D.C. President, Riggs National Corporation President, The
Riggs National Bank of Washington, D.C.

The following personnel of The Riggs National Bank of
Washington, D.C.:
Chief Credit officer
Chief Financial officer

                                      -68-



<PAGE>


Chief  Technology  officer  General  Counsel Head of Retail Banking Head of Risk
Management  Head of Special  Assets  Head of  Financial  Services  Head of Human
Resources Head of Relationship  Banking Head of Marketing Head of communications
Head of CRA/Fair Lending

An employee who is a  Designated  Participant  at any time during the  six-month
period  preceding  the date of the  public  announcement  of a Change of Control
shall  continue  to be treated  as a  Designated  Participant  for  purposes  of
Sections 5.2(c) and 10.5, notwithstanding any change in his employment status or
the terms and conditions of his employment during such period.

      2.8  Disability.  "Disability"  in the case of a Participant  covered by a
long-term  disability  plan  maintained  by the  Employer  shall  mean  that the
Participant  has a  disability  qualifying  for  benefits  under  the  long-term
disability  plan covering  such  Participant.  In the case of a Participant  not
covered by a longterm  disability plan maintained by the Employer,  "Disability"
shall mean the Participant is unable as a result of medically
diagnosed disease,  or injury, to perform the duties of the position which he or
she occupies with the  Employer.  For purposes of the  preceding  sentence,  any
Disability  which  begins  within  twenty-four  (24)  months  of the date of the
Participant's commencement of employment for the Employer will not be determined
to be a  disability  if it is  caused,  contriLbuted  to by, or  results  from a
pre-existing  condition.  A pre-existing  condition means any sickness or injury
for which the Participant has received medical treatment,  consultation, care or
services,  including diagnostic measures, or for which the Participant has taken
prescribed  drugs or  medicines  within a twelve (12) month  period prior to the
date of the  Participant's  commencement  of  employment.  In no  event  shall a
Participant be treated as having a Disability if such disability  results from a
self-inflicted injury,  participation in a felony or service in the armed forces
of any country. The Administrative  Committee shall determine the existence of a
Disability and may rely on advice from a medical  examiner  satisfactory  to the
Administrative Committee in making the determination.

      2.9 Eligible  Employee.  "Eligible  Employee"  means a key employee of the
Corporation  or the Bank  holding the title of senior  vice-president  or a more
senior  title and who,  if his or her first day of  employment  with an Employer
based on his or her most  recent date of hire with an  Employer,  is on or after
December 1, 1992, has reached the first anniversary of his or her

                                      -69-



<PAGE>


first day of employment.

      2.10  Employer. "Employer" means the Corporation and the Bank, as the
case may be.

      2.11 Joint Annuitant. "Joint Annuitant" means the person designated as
such by the Participant in this Plan under the joint and survivor life form
of payment.

      2.12  Participant.  "Participant"  means  any  Employee  who has been made
eligible  pursuant to Article III to  participate  in this Plan, and who has not
yet received all of the benefits to which he is entitled hereunder.

      2.13 Participation Agreement. "Participation Agreement" means the
agreement provided by the Compensation Committee (or its predecessor) and
agreed to by a Participant which entitles the Participant to participate in
the Plan.

      2.14  Supmlemental Retirement Benefit. "Supplemental Retirement Benefit"
means the benefit stated in the Participation Agreement and payable under
Article V of this Plan.

      2.15  Termination for Good Reascn. "Termination for Good Reason" shall
mean a voluntary termination by the Participant within six months of the date
(i) the Employer has notified the
Participant  that the  Participant has been  transferred to a position with a
permanent  regular place of employment more than twenty-five (25) miles from the
Participant's  prior  permanent  regular  place of  employment,  (ii) a material
reduction  by the Employer in the  Participant's  base rate of pay, or (iii) the
Employer,  without  the  consent  of the  Participant,  implements  a change  in
Participant's duties or responsibilities in the nature of a demotion. Reducing a
Participant's  title to below senior vice president (or equivalent  title) shall
in all cases be treated as a change in duties in the nature of a demotion.

      2.16 Years of Participation.  "Years of Participation" means the number of
complete years of service by the Participant with the Employer  beginning on the
date the  Participant's  participation  in this Plan commences and ending on the
earlier of (i) the date the Participant  terminates employment with the Employer
or (ii) as provided in Section 5.2(f),  the date the Participant ceases to be an
Eligible Employee. A Participant who has incurred a Disability shall continue to
receive years of service  during the period of such  Disability  for purposes of
determining his or her "Years of Participation."

                                      -70-

<PAGE>


          Article III

Eligibility and Participation

      3.1  Eligibility.  Eligibility to participate in the Plan shall be limited
to those Eligible Employees who are designated by management, from time to time,
and approved by the Compensation Committee.

      3.2   Participation.   The  effective  date  of  an  Eligible   Employee's
participation  in the  Plan  shall be the date  specified  in the  Participation
Agreement  provided  to the  Employee  by the  Compensation  Committee  (or  its
predecessor).  An Eligible Employee shall become a Participant only if he or she
has executed the Participation  Agreement and taken all other action required by
the  Compensation  Committee  and  the  Administrative   Committee  to  commence
participation.

                                   Article IV
                                 Death Benefits

      4.1 Pre-Termination  Death Benefit. If prior to the commencement date of a
Participant's  Supplemental  Retirement  Benefit  under Article V, a Participant
dies while  employed by an Employer or during a period of  Disability  for which
the  Participant  continues to receive Years of  Participation,  the Corporation
shall pay a death benefit to the Participant's
Beneficiary. The pre-termination death benefit shall be payable monthly in equal
payments of  one-twelfth  the annual  amount of the  Participant's  Supplemental
Retirement  Benefit.  The pre termination  death benefit shall be payable to the
Participant's  Beneficiary  for a term  certain of fifteen  (15) years and shall
commence as soon as practical  after death of the  Participant,  but in no event
later than ninety (90) days after the  Administrative  Committee receives notice
of the Participant's death.

      4.2  Post-Termination  Death  Benefit.  If a  Participant  with  a  vested
interest  in  his  or  her  Supplemental   Retirement   Benefit  dies  following
termination of employment from the Employer,  prior to the commencement  date of
his or her benefit under Article V and with a surviving  Beneficiary on the date
the Participant  would have attained age sixty-two  (62), the Corporation  shall
pay a  post-termination  death  benefit to the  Participant's  Beneficiary.  The
annual  amount of the  post-termination  death benefit is fifty percent (50%) of
the  Participant's  vested  percentage of the annual amount of the Participant's
Supplemental   Retirement  Benefit  (i.e.,   one-half  the  vested  Supplemental
Retirement Benefit).  The post-termination  death benefit shall be made in equal
monthly payments of one-twelfth the annual amount.  The  post-termination  death
benefit  shall be payable to the  Participant's  Beneficiary  commencing  on the
first day of the month  following the date on which the  Participant  would have
attained age sixty-two (62) and ending on the earlier of the

                                      -71-

<PAGE>


Beneficiary's  death or the  payment of fifteen  (15)  years of  payments.  If a
Participant  designates more than one person as a Beneficiary to share in his or
her  post-termination  death  benefit,  each  person  shall  be  treated  as the
Beneficiary  of that  percentage  of the  post-termination  death  benefit as is
designated by the Participant and must survive until the Participant  would have
attained age sixty-two (62) to receive the portion of the post-termination death
benefit for which such person is designated as  Beneficiary.  Any portion of the
post-termination  benefit  not  payable  to a  Beneficiary  as a result  of such
Beneficiaryls'failure  to survive until the Participant  would have attained age
sixty-two  (62) or failure to survive the fifteen (15) year payment period shall
not be payable to any other Beneficiary.

Article V

Supulemental Retirement Benefits

      5.1  Supplemental   Retirement  Benefit.   If  a  Participant   terminates
employment  with Employer prior to Disability or death,  the  Participant  shall
receive the vested portion of the Supplemental  Retirement  Benefit provided for
in the Participant's Participation Agreement, payable as provided for in Section
5.3. The amount of the Participant's  Supplemental  Retirement  Benefit shall be
specified  by the  Compensation  Committee  in the  Participant's  Participation
Agreement.


5.2   Vesting of Benefits.
a.  Vesting  Schedule  for Initial  Participants.  Except as provided  herein or
within the Participant's  Participation Agreement,  Participants whose effective
date of  participation  is January 1, 1993 shall  become  vested in the benefits
provided  under this Plan based upon  Years of  Participation  in the  following
manner:

Years of ParticiT)ation        Vested Percentage

Less than 5                           0%
5 but less than 6                    50%
6 but less than 7                    60%
7 but less than 8                    70%
8 but less than 9                    80%
9 but less than 10                   90%
10 or more                          100%

b. Vesting Schedule for Other Participants.  Except as provided herein or within
the Participant's Participation Agreement,  Participants whose effective date of
participation is after January 1, 1993 shall become vested in benefits  provided
under this Plan based upon Years of Participation in the following manner:

                                      -72-

<PAGE>


Years of Participation          Vested Percentage

Less than 10                          0%
10 or more                          100%

C. vesting of  Designated  Participants  in  Connection  With Change of Control.
Notwithstanding  subparagraphs a. and b. above, (i) in the event of a Designated
Participant's  termination of employment from the Employer  occurring within the
6-month period before or after the date of the public  announcement  of a Change
of Control as a result of either a termination by the Employer  without Cause or
a Termination for Good Reason by the Employee,  or (ii) in the event of a Change
of  Control,  the  Designated  Participant  shall be 100%  vested in his  entire
Supplemental  Retirement  Benefit.  For  purposes  of  this  Section  5.2(c),  a
termination  shall be deemed to occur within the 6-month period specified in the
preceding  sentence if the Employee is notified of his  termination  during such
period, even if his employment terminates after the end of such period.

d. Vesting of Certain-Terminated  Participants in Connection With Change of
Control.  Notwithstanding  subparagraphs  a.  and'b.  above,  in the  event of a
Participant's  termination of employment from the Employer  occurring within the
one-year  period  after  a  Change  of  Control  as a  result  of  either  (i) a
termination by the Employer without Cause, or (ii) a Termination for Good Reason
by the Employee, the Participant shall be 100% vested in his entire Supplemental
Retirement  Benefit.  For  purposes of this  subparagraph,  a  termination  of a
Participant's employment by the Employer made within the 6-month period prior to
a Change of control  shall be treated as occurring on the date of such Change of
Control.

e. Vesting Upon Death.  Notwithstanding  subparagraphs  a. and b., above, in the
event of the Participant's termination of employment with an Employer due to the
Participant"s death, the Participant shall be 100% vested in the pre termination
death benefit as stated in Paragraph 4.1, above.

f. Change in  Subsidiary.  In the event a  Participant  is employed by an entity
which is not (or  ceases to be) an  Employer  under  the terms of the Plan,  the
Participant  shall be treated as continuing in employment with an Employer while
employed by such entity.

9. Demotion.  In the event a Participant  remains employed by the Employer,  but
ceases to hold the title of  senior  vice  president  (or  equivalent  title) or
higher, the Participant shall cease to receive Years of Participation during the
period  the  Participant  fails to hold  such  title,  unless  the  Compensation
Committee, in its discretion, determines

                                      -73-
<PAGE>


otherwise.

h.  Accelerated  Vesting.  Notwithstanding  any  provision  of this  Plan to the
contrary, the Compensation Committee may, in its sole discretion, accelerate the
vesting of benefits for any Participant.

      5.3 Form and Timing of Payment.  The vested percentage of the Supplemental
Retirement Benefit specified in a Participant's  Participation Agreement- is the
annual amount paid for the life of the Participant,*but for no more than fifteen
(15)  years.  The  annual  benefit  shall  be paid in  monthly  installments  of
onetwelfth of the annual benefit and shall commence as soon as practicable after
the  later of  Participant's  termination  of  employment  from an  Employer  or
attainment of age sixty-two  (62), but not later than ninety (90) days after all
information  necessary  to  calculate  the benefit  amount has been  received by
Employer.  All  payments  shall be made as of  first  day of the  month.  If the
Participant elects to receive his or her vested benefit amount in unreduced form
as described in this  paragraph,  benefits are paid to the Participant for up to
fifteen (15) years and, in the event of the  Participant's  death before fifteen
(15) years of benefit payments, no further benefits will be paid.

      The Participant may request benefits to be paid in reduced form through
a joint and survivor life type of payment. Any such
request must comply with any rules or regulations  adopted by the Administrative
Committee.  such rules and  regulations  may include  deadlines  for electing or
changing a Participant request for payment in the joint and survivor type. Under
the joint and survivor type of payment,  the Participant shall receive a benefit
of  seventy-five  percent  (75%) of his or her  vested  Supplemental  Retirement
Benefit amount for his or her life, but not more than fifteen (15) years. In the
event of the Participant's  death before fifteen (15) years of benefit payments,
the  Participant's  Joint  Annuitant,  if then living,  shall  receive a monthly
benefit of fifty percent  (50%) of the  Participant's  vested  benefit until the
earlier of the Joint Annuitant's death or payment of benefits for a period equal
to  fifteen  (15)  years  reduced  by the  number  of years of  payments  to the
Participant.

      For example,  if a Participant's  total vested benefit is $10,000 per year
and the Participant elects to receive a joint and survivor life type of.payment,
the  Participant  would receive  $7,500 per year for life or fifteen (15) years,
whichever comes first. If the Participant  dies prior to receipt of fifteen (15)
years of payments,  the  Participant's  Joint  Annuitant,  if  Surviving,  would
receive $5,000 per year,  until the end of the earlier of the remaining  portion
of the fifteen (15) years or the Joint Annuitant's death.

For purposes of commencement of benefits, a Participant who

                                      -74-



<PAGE>


is 100%  vested and remains  employed by an Employer  after age 62, but for less
than 60 hours per month,  shall be treated as having  terminated  employment.  A
Participant who is receiving Supplemental Retirement Benefits and who is rehired
by an Employer and/or who performs more than 60 hours of service per month shall
at the  discretion  of the  Administrative  Committee  have  his or her  benefit
payments suspended.  Unless the Administrative Committee determines otherwise at
the time it  determines  to suspend a benefit  payment,  any payments  suspended
shall not  reduce  the total  payments  to which the  Participant  or his or her
Beneficiary is entitled to receive from the Corporation under this Plan.

      5.4  Disabled  Participant.  A  Participant  with a  Disability  shall  be
eligible to elect to commence the vested  percentage of his or her  Supplemental
Retirement Benefit on the later of (i) attainment of age sixty-two (62), or (ii)
the first day of the month  following  the month  during  which the  Participant
attains a more than a zero percent  vested  interest in his or her  Supplemental
Retirement  Benefit. If the Participant elects to commence benefits prior to the
date the Participant has attained a one-hundred  percent (100%) vested interest,
the  Participant  shall be treated as no longer  having a  Disability  and shall
receive no additional Years of Participation service.


       Article VI

Beneficiary Designation

      6.1  Beneficiary  Desi nation.  Each  Participant  shall have the right to
designate  one (1) or more  persons  as  Beneficiary  (both  primary  as well as
secondary) to whom death benefits under Article IV of-this Plan shall be paid in
the event of a Participant's  death. Each Beneficiary  designation shall be in a
written form prescribed by the  Administrative  Committee and shall he effective
only when  filed with the  Administrative  Committee  during  the  Participant's
lifetime.

      6.2 Changing Beneficiary.  Any Beneficiary designation may be changed by a
Participant  without  the consent of the  previously  named  Beneficiary  by the
filing of a new Beneficiary designation with the Administrative  committee.  The
filing of a new designation shall cancel all designations previously filed.

      6.3 No Beneficiary  Designation.  If any Participant  fails to designate a
Beneficiary in the manner  provided  above,  or if the  designation is void, the
Participant's  beneficiary  shall be the  person in the  first of the  following
classes in which there is a survivor:

(a)  The Participant's surviving spouse.

                                      -75-
<PAGE>


(b) The  Participant's  children  in  equal  shares,  except  that if any of the
children predeceases the Participant but leaves issue surviving, then such issue
shall take the right of  representation  the share the deceased child would have
taken if living.

(c) The personal representative of the Participant's or Beneficiary's estate, as
the case may be.

      6.4  Effect of  Payment.  Payment  to the  Beneficiary  shall  completely
discharge the Employer's obligations under this Plan.

   Article VII

Administration

     7.1  Committee.  The  Plan  shall  be  administered  by the  Administrative
Committee,  which shall be  appointed  by the Board The  initial  Administrative
Committee  shall be the same as the Pension and Benefits  Committee of The Riggs
National Bank of Washington, D.C. (or its successor) and shall continue to serve
in this  capacity  until such time that it is replaced by its Board.  A majority
vote of the Administrative Committee members shall control any decision. Members
of the Administrative  Committee may be Participants  under this Plan,  provided
that no member of such Administrative Committee shall act on any matter directly
affecting such member's benefit entitlements under the

                                      -76-

<PAGE>

Plan.

      7.2 Duties..  The  Administrative  Committee  shall have the  authority to
make,  amend,  interpret,  and enforce all appropriate rules and regulations for
the  administration  of the Plan and  decide or resolve  any and all  questions,
including interpretations of the Plan, as may arise in such administration. Such
authority includes, but is not limited to, the authority to interpret and decide
all  questions  involving  a  Participant's   vested  interest  in  his  or  her
Supplemental Retirement Benefit under Section 5.2.

      7.3 Agents.  The  Administrative  Committee may, from time to time, employ
agents and delegate to them such  administrative  duties as it sees fit, and may
from time to time consult with counsel who may be counsel to the Employer.

      7.4  Binding   Effect  of  Decisions.   The  decision  or  action  of  the
Administrative  Committee  with  respect to any  question  arising  out of or in
connection with the  administration,  interpretation and application of the Plan
and the rules and regulations  promulgated hereunder shall be final,  conclusive
and binding upon all persons having any interest in the Plan.



   Article VIII

Claims Procedure

      8.1  Claim.  Any  person or  entity  claiming  a  benefit,  requesting  an
interpretation  or ruling under the Plan,  or requesting  information  under the
Plan  (hereinafter  referred  to as  "Claimant")  shall  present  the request in
writing to the Administrative Committee,  which shall respond in writing as soon
as practicable.

      8.2 Denial of Claim. If the claim or request is denied, the written notice
of denial shall state:

(a) The reason for denial,  with  specific  reference to the Plan  provisions on
which the denial is based;

(b) A description  of any  additional  material or  information  required and an
explanation of why it is necessary; and

(c) An explanation of the Plan's claims review procedures.

      8.3 Review of Claim.  Any Claimant whose claim or request is denied or who
has not  received a  response  within  sixty  (60) days may  request a review by
notice given in writing to the  Administrative  Committee.  Such request must be
made within sixty (60) days after receipt by the Claimant of the written  notice
of

                                      -77-
<PAGE>


denial,  or in the event  Claimant has not  received a response  sixty (60) days
after receipt by the  Administrative  Committee of Claimant's  claim or request.
The claim or request  shall be reviewed by the  Administrative  Committee  which
'may, but shall not be required to, grant the Claimant a hearing. on review, the
Claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.

      8.4 Final  Decision.  The decision on review shall normally be made within
sixty (60) days after the Administrative Committee's receipt of Claimant's claim
or request.  'If an extension of time is required for a hearing or other special
circumstances,  the  Claimant  shall be notified and the time limit shall be one
hundred  twenty (120) days. The decision shall be in writing and shall state the
reason and the relevant Plan provisions.  All decisions on review shall be final
and bind all parties concerned.

                                   Article IX
                      Termination, Suspension or Amendment

      9.1  Termination,  Suspension or Amendment of Plan.  The Board may, in its
sole discretion, terminate or suspend the Plan at any time, in whole or in part.
The Board may amend the Plan at any time.  Any amendment  may provide  different
benefits or amounts of benefits from those herein set forth. However, no
such  termination,   suspension  or  amendment  (including  an  amendment  to  a
Participant's Participation Agreement) shall reduce or adversely affect benefits
in pay status or the  Supplemental  Retirement  Benefit in which the Participant
has vested under any provision of Article 5. in connection  with the termination
of the Plan, the Board may, in its sole discretion,  accelerate  vesting in some
or all  Supplemental  Retirement  Benefits  provided  for  in the  Participation
Agreements  in effect  prior to the date of the  termination  and/or  accelerate
payment  of some or all  benefits  due under the  Plan.  If the Board  elects to
accelerate  payments due under the Plan, the lump-sum  present value of benefits
due to a Participant  under the Plan shall be determined by an actuary  selected
by the Board,  which  actuary  shall  apply  reasonable  actuarial  assumptions.
Payment by the  Corporation  to the  Participant  of the lump-sum  present value
determined  by the actuary  shall  discharge  the  Corporation  from any further
liability to the Participant under the Plan.

                                    Article X
                                  Miscellaneous

      10.1  Unfunded  Plan.  This  Plan  is  intended  to  be an  unfunded  plan
maintained  primarily  to provide  deferred  compensation  benefits for a select
group of  "management  or highly  compensated  employees"  within the meaning of
Sections 201, 301, and 401 of ERISA, and therefore is exempt'from the provisions
of

                                      -78-

<PAGE>


Parts 2, 3 and 4 of Title I of ERISA. Accordingly,  to the extent necessary, the
Board may remove certain  employees as  Participants  if it is determined by the
United States  Department  of Labor,  a court of competent  jurisdiction,  or an
opinion of counsel that the Plan  constitutes an employee  pension  benefit plan
within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter
amended) which is not so exempt.

      10.2  Exclusions; Misrepresentation.   No  benefit  shall  be  paid  to  a
Participant's  Beneficiary  if the  Participant's  death  occurs  as a result of
injuries  received from  participation in a felony,  as a result of attempted or
actual  suicide or as a result of injuries  received  while serving in the armed
forces of any country. The Administrative Committee may also deny payment if the
Participant  has  made a  material  misrepresentation  in any  form or  document
provided by the Participant to or for the benefit of the Corporation. A material
misrepresentation   includes,   but  is  not  limited  to,  any   statement   or
representation to an insurance  company from which an Employer  purchases one or
more  contracts as an investment  in order to assist in meeting its  contractual
promises under this Plan and which  misrepresentation  results in the failure or
refusal of such insurer to honor the terms of or pay the death benefit due under
such contract(s).

     10.3 Sole  Obliaation  of the  Employer.  The  obligation  to make  benefit
payments to any Participant  under the Plan shall be an obligation solely of the
Employer and its successors  and assigns,  and shall not be an obligation of any
other person.

      10.4  Unsecured  General  Creditor.  Except as provided  in Section  10.5,
Participants and  Beneficiaries  shall be unsecured general  creditors,  with no
secured or  preferential  right to any assets of any Employer or any other party
for payment of benefits  under this Plan.  Any property  held by an Employer for
the purpose of generating  the cash flow for benefit  payments  shall remain its
general,  unpledged and unrestricted assets. An Employer's  obligation under the
Plan shall be an unfunded and unsecured promise to pay money in the future.

      10.5  Trust.  The  Employer  shall be  responsible  for the payment of all
benefits  provided under the Plan. At its discretion,  an Employer may establish
(or  jointly  establish)  one (1) or more  trusts,  with  such  trustees  as the
Compensation Committee may approve, for the purpose of providing for the payment
of such  benefits.  Whether such trust is revocable or  irrevocable,  its assets
shall be held for payment of all the general  creditors  of the  Employer in the
event of bankruptcy or insolvency. To the extent any benefits provided under the
Plan are paid from any such trust, the Employer shall have no further obligation
to pay that  portion  of the  benefit  due.  If not paid  from the  trust,  such
benefits shall remain the obligation of the Employer.
Notwithstanding any provision of the Plan to the

                                      -79-

<PAGE>


contrary,  upon a Change of Control,  each Employer  shall, as soon as possible,
but in no event  later  than 30 days  following  the  change  of  Control,  make
irrevocable  contributions  to the trust, in cash or property of any kind, in an
amount that is  sufficient  (taking into  account the then current  value of any
other  assets  held in such  trust)  to pay  each  Designated  Participant  (and
Beneficiary) the benefits in which each Designated Participant (and Beneficiary)
is vested  pursuant  to  Article  5 of the Plan on the day  after the  Change of
Control has occurred.

      10.6 Nonassignability. Neither a Participant, a. Beneficiary nor any other
person  shall  have any  right  to  commute,  sell,  assign,  transfer,  pledge,
anticipate,  mortgage or otherwise encumber, transfer,  hypothecate or convey in
advance of actual receipt the amounts,  if any, payable  hereunder,  or any part
thereof,  which  are,  and all  rights to which are,  expressly  declared  to be
unassignable and nontransferable. No part of the amounts payable shall, prior to
actual payment,  be subject to seizure or  sequestration  for the payment of any
debts,  judgments,  alimony or separate  maintenance  owed by a  Participant,  a
Beneficiary or any other person,  nor be transferable by operation of law in the
event of a Participant's,  a Beneficiary's  or any other person's  bankruptcy or
insolvency.

     10.7 Not a  Contract  of  Emolovment.  This  Plan  shall not  constitute  a
contract of employment  between  Employer and the  Participant.  Nothing in this
Plan  shall  give a  Participant  the right to be  retained  in the  service  of
Employer or to interfere with the right of Employer to discipline or discharge a
Participant at any time.

      10.8 Protective Provisions. A Participant shall cooperate with Employer by
furnishing any and all information  requested by Employer in order to facilitate
the payment of benefits hereunder,  and by taking such physical  examinations as
Employer  may  deem  necessary  and by  taking  such  other'  action  as may be
requested by Employer.

      10.9  Governing  Law. The  provisions  of this Plan shall be construed and
interpreted  according  to the  laws of the  District  of  Columbia,  except  as
preempted by federal law.

      10.10  Validity.  If any  provision  of this Plan shall be held illegal or
invalid for any  reason,  said  illegality  or  invalidity  shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid  provision had never been inserted herein. In the event that
the Employer  shall be prevented from making payment of benefits under this Plan
as  a  result  of  any  law,  regulation  or  other  governmental   action,  the
Corporation,  the  Employer,  the  Administrative  Committee,  the  Compensation
Committee, and the employees and officers of each shall have no'liability to any

                                      -80-

<PAGE>


Participant or Beneficiary for any payments due under the Plan.

      10.11 Notice.  Any notice or filing  required or permitted under the Plan
shall be  sufficient  if in writing and hand  delivered or sent by registered or
certified mail. Such notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the date shown on the postmark on the receipt
for  registration  or  certification.  Mailed  notices  shall be directed to the
following addresses:
      (a) If to the Bank, to:

           The Riggs National Bank of Washington, D.C.
           P.O. Box 1912
           4th Floor, Human Resources
           Washington, D.C. 20074
           Attention: Director of Human Resources of
             The Riggs National Bank of Washington, D.C.

(b)  If to Participant or a Beneficiary, to:

     The  Participant or Beneficiary at the last known address  contained in the
     records of Riggs' Human Resources department.

      10-12 Withholding Payroll Taxes. The Employer shall withhold from payments
hereunder  any taxes  required to be withheld  from such  payments  under local,
state or federal law. A Beneficiary may, if then permitted under applicable law,
elect  not to have  withholding  of  federal  income  tax  pursuant  to  Section
3405(a)(2) of the Code, or any successor provision thereto.

     10-13  Payment  to  Guardian.  If a Plan  benefit  is payable to minor or a
person declared incompetent or a person incapable of handling the disposition of
property, the Administrative Committee may direct payment to the guardian, legal
representative or person having the care and custody of such minor,  incompetent
or person.  The  Administrative  Committee  may require  proof of  incompetency,
minority,  incapacity  or  guardianship  as it may  deem  appropriate  prior  to
distribution.  Such distribution  shall completely  discharge the Administrative
Committee and the Employer from all liability with respect to such benefit.

                                      -81-



<PAGE>



                                                      Exhibit 10.7


                                 Trust Agreement

      AGREEMENT,  dated July 12, 1995 by and between Riggs National  Corporation
("Corporation") and The Riggs National Bank of Washington,  D.C. ("Bank"),  each
being a  District  of  Columbia  corporation  having  its  principal  office  in
Washington,  D.C. (individually and collectively,  the "Company"),  as settlors,
and The Riggs National Bank of Washington, D.C., as trustee (the "Trustee").
      WHEREAS,  the Riggs National Bank Supplemental  Executive  Retirement Plan
and the Riggs National Bank Split Dollar Life Insurance and  Supplemental  Death
Benefit  Plan for Senior  Executive  Officers  (each a "Plan")  provide  for the
payment of benefits to certain  present and former  employees of the Company and
to beneficiaries designated by such employees (each such employee, and after his
death his beneficiary or each of his beneficiaries,  are hereinafter referred to
as "Participant").
      WHEREAS,  Company wishes to establish a trust (hereinafter called "Trust")
and to contribute to the Trust assets that shall be held therein, subject to the
claims of creditors of the Company and any of its  subsidiaries or affiliates in
the  event  of  Insolvency  of  the  Company  or any  of  its  subsidiaries  and
affiliates,  as  herein  defined,  until  paid to Plan  Participants  and  their
beneficiaries in such manner and at such times as specified in each Plan;
      WHEREAS,  it is the  intention  of  the  parties  that  this  Trust  shall
constitute an unfunded  arrangement  under the Internal Revenue Code of 1986, as
amended (the "Code") and shall not affect the status of each Plan as an unfunded
plan  maintained  for the purpose of providing  deferred  compensation  or death
benefits for a select group of  management or highly  compensated  employees for
purposes of Title I of the Employee  Retirement  Income Security Act of 1974, as
amended; and
      WHEREAS, it is the intention of Company to make contributions to the Trust
to provide itself with a source of funds to assist it in meeting its liabilities
under each Plan;
      NOW,  THEREFORE,  the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:
      Section1.  Establishment of Trust
(a)        Bank  hereby  deposits  $100.00  with  Trustee in trust,  which shall
           become  the  principal  of the  Trust  to be held,  administered  and
           disposed of by Trustee as provided in this Trust Agreement.
(b)        The Trust  hereby  established  is  revocable  by the Bank;  it shall
           become irrevocable upon a Change of Control, as defined herein.
(c)        The Trust is intended to be a grantor  trust,  of which Company (and,
           in the case of the Bank, its  subsidiaries  and  affiliates)  are the
           grantors,  within the  meaning of  subpart E, part I,  subchapter  J,
           chapter  1,   subtitle  A  of  the  Code,   and  shall  be  construed
           accordingly.
(d)        The principal of the Trust, and any earnings  thereon,  shall
           be held  separate and apart from other assets of Company
           and its subsidiaries  and affiliates,  and shall be used
           exclusively   for  the   uses  and   purposes   of  Plan
           participants   and  general   creditors  as  herein  set
           forth. Plan participants and their  beneficiaries  shall
           have no preferred claim on, or any beneficial  ownership
           interest  in,  any  assets  of  the  Trust.  Any  rights
           created under each Plan and this Trust  Agreement  shall
           be   mere   unsecured   contractual   rights   of   Plan
           participants  and their  beneficiaries  against  Company
           and its  subsidiaries  and  affiliates.  Any assets held
           by the Trust  will be  subject  to the claims of general
           creditors  of  the  Company  and  its  subsidiaries  and
           affiliates  under  federal and state law in the event of
           insolvency, as defined in Section 3 (a) herein.
(e)        Company,  in its sole  discretion,  may at any time,  or from time to
           time,  make  additional  deposits of cash or other  property in trust
           with Trustee to augment the  principal to be held,  administered  and
           disposed of by Trustee as provided in this Trust  Agreement.  Neither
           Trustee nor any Plan participant or beneficiary  shall have any right
           to compel such additional deposits.
(f)   Notwithstanding  subsection  (e),  upon a Change of  Control,
           Company  shall,  as soon as  possible,  but in no  event
           later than 30 days  following the Change of Control,  as
           defined herein, make irrevocable contributions,  in cash
           or property of any kind,  to the Trust in an amount that
           is  sufficient  (taking  into  account the then  current
           value of any other  assets held  hereunder)  to pay each
           Plan  participant  who is a  Designated  Participant  of
           that Company (as defined in the  Supplemental  Executive
           Retirement  Plan) or  beneficiary  the benefits to which
           such  Designated  Participants  or  their  beneficiaries
           would be entitled  pursuant to the terms of each Plan as
           of the day after the Change of Control occurred.

                                      -82-

<PAGE>


      Section  2.  Payments  to  Plan   Participants   and  Their
      Beneficiaries.
(a)   Bank  shall  deliver  to  Trustee a  schedule  (the  "Payment
           Schedule")   that  indicates  the  amounts   payable  in
           respect  of  each  Plan  participant  (and  his  or  her
           beneficiaries),   that   provides  a  formula  or  other
           instructions  acceptable to Trustee for  determining the
           amounts so payable,  the form in which such amount is to
           be paid (as provided for or available  under each Plan),
           and  the  time  of  commencement  for  payment  of  such
           amounts.  Except as otherwise  provided herein,  Trustee
           shall make payments to the Plan  participants  and their
           beneficiaries    in   accordance   with   such   Payment
           Schedule.  The  Trustee  shall  make  provision  for the
           reporting  and  withholding  of any  federal,  state  or
           local taxes that may be  required  to be  withheld  with
           respect  to the  payment  of  benefits  pursuant  to the
           terms of each  Plan and shall pay  amounts  withheld  to
           the  appropriate  taxing  authorities  or determine that
           such  amounts have been  reported,  withheld and paid by
           Company.
(b)        The entitlement of a Plan participant or his or her  beneficiaries to
           benefits under each Plan shall be determined by Company or such party
           as it  shall  designate  under  each  Plan,  and any  claim  for such
           benefits  shall be considered  and reviewed  under the procedures set
           out in each Plan.
(c)   Company  may  make  payment  of  benefits  directly  to  Plan
           participants or their  beneficiaries  as they become due
           under  the  terms of each  Plan.  Company  shall  notify
           Trustee of its  decision  to make  payment  of  benefits
           directly  prior  to the  time  amounts  are  payable  to
           participants  or their  beneficiaries.  In addition,  if
           the  principal of the Trust,  and any earnings  thereon,
           are not  sufficient  to make  payments  of  benefits  in
           accordance  with the terms of each Plan,  Company  shall
           make the  balance of each such  payment as it falls due.
           Trustee  shall  notify   Company  where   principal  and
           earnings are not sufficient.

                                      -83-

<PAGE>

      Section 3.  Trustee  Responsibility  Regarding  Payments  To
      Trust Beneficiary When Company or Any of Its Subsidiaries or
      Affiliates is Insolvent.

(a)   Trustee shall cease payment of benefits to Plan  participants
           and their  beneficiaries  if the  Company  or any of its
           subsidiaries  or  affiliates  is  Insolvent.  Company or
           any  of  its   subsidiaries   or  affiliates   shall  be
           considered   "Insolvent"  for  purposes  of  this  Trust
           Agreement  if  Company  or any of  its  subsidiaries  or
           affiliates  (i) is  unable  to pay  its  debts  as  they
           become due,  (ii) is subject to a pending  proceeding as
           a debtor under the United  States  Bankruptcy  Code,  or
           (iii) is  determined  to be  insolvent by any federal or
           state banking authority to which it is subject.
(b)        At all times  during the  continuance  of this Trust,  as provided in
           Section 1 (d) hereof,  the principal and income of the Trust shall be
           subject  to  claims  of  general   creditors   of  Company   and  its
           subsidiaries  and affiliates under federal and state law as set forth
           below.
(1)   The Board of  Directors  and the Chief  Executive  Officer of
                Bank  shall  have the  duty to  inform  Trustee  in
                writing  of  Insolvency  of  Company  or any of its
                subsidiaries  or affiliates.  If a person  claiming
                to be a creditor  of Company  alleges in writing to
                Trustee that Company or any of its  subsidiaries or
                affiliates  has  become  Insolvent,  Trustee  shall
                determine   whether   Company   or   any   of   its
                subsidiaries   and  affiliates  is  Insolvent  and,
                pending   such    determination,    Trustee   shall
                discontinue    payment   of    benefits   to   Plan
                participants or their beneficiaries.
(2)   Unless Trustee has actual  knowledge of Insolvency of Company
                or any of its  subsidiaries  or affiliates,  or has
                received  notice from Company or a person  claiming
                to be a creditor  alleging  that  Company or any of
                its   subsidiaries   or  affiliates  is  Insolvent,
                Trustee  shall  have  no duty  to  inquire  whether
                Company or any of its  subsidiaries  or  affiliates
                is  Insolvent.  Trustee  may in all events  rely on
                such  evidence  concerning  solvency  of Company or
                any of its  subsidiaries  or  affiliates  as may be
                furnished  to  Trustee  and that  provides  Trustee
                with a reasonable  basis for making a determination
                concerning  solvency  of  Company  or  any  of  its
                subsidiaries or affiliates.
(3)   If at any time Trustee has determined  that Company or any of
                its   subsidiaries   or  affiliates  is  Insolvent,
                Trustee   shall   discontinue   payments   to  Plan
                participants or their  beneficiaries and shall hold
                the assets of the Trust for the  benefit of general
                creditors  of  Company  or  its   subsidiaries   or
                affiliates,  as the  case may be.  Nothing  in this
                Trust  Agreement  shall  in any  way  diminish  any
                rights of Plan participants or their  beneficiaries
                to pursue  their  rights as  general  creditors  of
                Company  with  respect to  benefits  due under each
                Plan or otherwise.
(4)             Trustee   shall   resume  the   payment  of   benefits  to  Plan
                participants or their beneficiaries in accordance with section 2
                of this Trust  Agreement only after Trustee has determined  that
                Company  or  any  of  its  subsidiaries  or  affiliates  is  not
                Insolvent (or is no longer Insolvent).
(c)   Provided  that  there  are  sufficient   assets,  if  Trustee
           discontinues  the  payment  of  benefits  from the Trust
           pursuant  to  Section  3  (b)  hereof  and  subsequently
           resumes such payments,  the first payment following such
           discontinuance  shall  include the  aggregate  amount of
           all   payments  due  to  Plan   participants   or  their
           beneficiaries  under  the  terms  of each  Plan  for the
           period  of  such  discontinuance,   less  the  aggregate
           amount  of any  payments  made to Plan  participants  or
           their  beneficiaries  by Company in lieu of the payments
           provided  for  hereunder   during  any  such  period  of
           discontinuance.

                                      -84-

<PAGE>

      Section 4.  Payments to Company.
           Except as  provided  in Section 3 hereof,  after the Trust has become
      irrevocable,  Company  shall  have no right or power to direct  Trustee to
      return to Company or to divert to others  any of the Trust  assets  before
      all  payments of  benefits  has been made to Plan  participants  and their
      beneficiaries pursuant to the terms of each Plan.


           Section 5.  Investment Authority.
(a)   Trustee shall have,  with respect to the Trust,  power in its
                discretion  to invest and reinvest in any property,
                real,   personal  or  mixed,   wherever   situated,
                foreign    or    domestic,    including,    without
                limitation,  common and preferred stocks (including
                stock of the Company),  bonds, notes and debentures
                (including    obligations    of    the    Company);
                leaseholds;     mortgages    (including,    without
                limitation,  any collective or part interest in any
                bond   and   mortgage   or  note   and   mortgage);
                certificates  of deposit;  insurance  policies  and
                contracts;  and  oil,  mineral  or gas  properties,
                royalties,    interests   or   rights    (including
                equipment   pertaining    thereto).    All   rights
                associated  with  assets  of  the  Trust  shall  be
                exercised  by Trustee or the person  designated  by
                Trustee,  and shall in no event be  exercisable  by
                or rest with Plan  participants,  except that, with
                respect  to Trust  assets,  voting  rights  will be
                exercised  by, and dividend  rights will rest with,
                the Bank;  provided,  however,  that the investment
                authority  exercised by the Trustee hereunder shall
                be  subject  to  any  written   investment   policy
                guidelines   (which  may  include   asset   classes
                specified  therein)  delivered  by the  Bank to the
                Trustee.
(b)             Company shall have the right at any time,  and from time to time
                in its sole  discretion,  to  substitute  assets  of equal  fair
                market  value for any asset  held by the  Trust.  This  right is
                exercisable  by Company in a nonfiduciary  capacity  without the
                approval or consent of any person in a fiduciary capacity.
           Section 6.  Disposition of Income.
      During the term of this Trust,  all income  received by the Trust,  net of
expenses and taxes, shall be accumulated and reinvested.
           Section 7.  Accounting by Trustee.
      Trustee  shall keep  accurate  and  detailed  records of all  investments,
receipts,  disbursements,  and  all  other  transactions  required  to be  made,
including  such  specific  records  as shall be agree  upon in  writing  between
Company and Trustee.  Trustee shall maintain separate accounts for each Plan and
for each Participant of each such Plan; provided,  however, that the maintenance
of such separate  accounts shall not affect the ability of the Trustee to invest
Trust assets on a collective  basis.  Within 60 days following the close of each
calendar  year and within 60 days after the removal or  resignation  of Trustee,
Trustee shall deliver to Company a written account of its  administration of the
Trust during such year or during the period from the close of the last preceding
year to the date of such removal or resignation,  setting forth all investments,
receipts,  disbursements  and other  transactions  effected  by it,  including a
description of all securities and  investments  purchased and sold with the cost
or net proceeds of such purchases or sales (accrued  interest paid or receivable
being shown  separately),  and showing all cash,  securities  and other property
held in the Trust at the end of such year or as of the date of such  removal  or
resignation, as the case may be.

                                      -85-

<PAGE>



           Section 8.  Responsibility of Trustee.
(a)   Trustee  shall  act  with  the  care,  skill,   prudence  and
                diligence under the circumstances then prevailing that a prudent
                person  acting in like  capacity and familiar  with such matters
                would use in the conduct of an  enterprise  of a like  character
                and with like aims,  provided,  however, the Trustee shall incur
                no liability  to any person for any action  taken  pursuant to a
                direction,  request  or  approval  given  by  Company  which  is
                contemplated  by, and in conformity with, the terms of each Plan
                or this Trust and is given in writing by  Company.  In the event
                of a dispute between Company and a party, Trustee may apply to a
                court of competent jurisdiction to resolve the dispute.
(b)   If Trustee  undertakes or defends any  litigation  arising in
                connection   with  this  Trust   (other   than  any
                litigation  resulting from the gross  negligence or
                willful neglect of the Trustee),  Company agrees to
                indemnify    Trustee   against   Trustee's   costs,
                expenses  and   liabilities   (including,   without
                limitation,  attorneys' fees and expenses) relating
                thereto  and  to  be  primarily   liable  for  such
                payments.  If  Company  does  not pay  such  costs,
                expenses and  liabilities  in a  reasonably  timely
                manner, Trustee may obtain payment from the Trust.
(c)             Trustee may consult with legal  counsel (who may also be counsel
                for  Company  generally)  with  respect  to any of its duties or
                obligations hereunder.
(d)             Trustee  may hire  agents,  accountants,  actuaries,  investment
                advisors, financial consultants or other professionals to assist
                it in performing any of its duties or obligations  hereunder and
                charge the reasonable  fees and expenses of such persons against
                the assets of the Trust (unless paid by Company).
(e)   Trustee shall have, without  exclusion,  all powers conferred
                on Trustees by  applicable  law,  unless  expressly
                provided otherwise herein, provided,  however, that
                if an  insurance  policy is held as an asset of the
                Trust,  Trustee  shall  have  no  power  to  name a
                beneficiary  of the  policy,  other than the Trust,
                to assign the policy (as distinct  from  conversion
                of the policy to a different  form) other than to a
                successor  Trustee,  or to loan to any  person  the
                proceeds of any borrowing against such policy.
(f)             Notwithstanding  the provisions of Section 8 (e) above,  Trustee
                may loan to the Bank the  proceeds of any  borrowing  against an
                insurance policy held as an asset of the Trust.
(g)   Notwithstanding  any powers  granted to Trustee  pursuant  to
                this Trust  Agreement or  applicable  law,  Trustee
                shall  not have any  power  that  could  give  this
                Trust the  objective  of carrying on a business and
                dividing  the gains  therefrom,  within the meaning
                of  section   301.7701-2   of  the   Procedure  and
                Administrative  Regulations promulgated pursuant to
                the Internal Revenue Code.


           Section 9.  Compensation and Expenses of Trustee.
      The Bank shall pay all  administrative and Trustee's fees and
expenses.  If not so  paid,  the fees  and  expenses  shall be paid
from the Trust.
           Section 10.  Resignation and Removal of Trustee.
(a)   Trustee  may  resign  at any time by  written  notice  to the
                Bank,  which shall be  effective  60 days after  receipt of such
                notice unless Company and Trustee agree otherwise.
(b)             Trustee  may be  removed  by the Bank on 30 days  notice or upon
                shorter notice accepted by Trustee.
(c)             Upon  resignation  or removal of Trustee  and  appointment  of a
                successor Trustee,  all assets shall subsequently be transferred
                to the successor Trustee. The transfer shall be completed within
                60 days after  receipt of  notices  of  resignation,  removal or
                transfer, unless Bank extends the time limit.
(d)   If  Trustee  resigns  or is  removed,  a  successor  shall be
                appointed,  in  accordance  with Section 11 hereof,
                by the  effective  date of  resignation  or removal
                under  paragraphs  (a) or (b) of this  section.  If
                no such  appointment  has been  made,  Trustee  may
                apply  to a court  of  competent  jurisdiction  for
                appointment  of a  successor  or for  instructions.
                All  expenses  of  Trustee in  connection  with the
                proceeding  shall  be  allowed  as   administrative
                expenses of the Trust.

                                      -86-

<PAGE>



           Section 11.  Appointment of Successor.
      If Trustee  resigns or is removed in accordance  with Section
10 hereof, the Bank may appoint any third party, such as a bank trust department
or other party that may be granted  corporate trustee powers under state law, to
replace Trustee upon resignation or removal.  The appointment shall be effective
when  accepted in writing by the new  Trustee,  who shall have all of the rights
and  powers  of the  former  Trustee,  including  ownership  rights in the Trust
assets. The former Trustee shall execute any instrument  necessary or reasonably
requested by Bank or the successor Trustee to evidence the transfer.
           Section 12.  Amendment or Termination.
(a)   This Trust  Agreement may be amended by a written  instrument
                executed by Trustee and the Bank. Notwithstanding the foregoing,
                no such amendment  shall conflict with the terms of each Plan or
                shall make the Trust revocable  after it has become  irrevocable
                in accordance with section 1 (b) hereof.
(b)             The Trust  shall  not  terminate  until  the date on which  Plan
                participants and their  beneficiaries  are no longer entitled to
                any  benefits  pursuant to the terms of each Plan unless  sooner
                revoked  in   accordance   with  Section  1  (b)  hereof.   Upon
                termination  of the  Trust,  any assets  remaining  in the Trust
                shall be returned to the Bank.


           Section 13.  Miscellaneous
(a)             Any provision of this Trust agreement prohibited by law shall be
                ineffective  to the  extent  of any  such  prohibition,  without
                invalidating the remaining provisions hereof.
(b)             Benefits payable to Plan  participants  and their  beneficiaries
                under  this Trust  Agreement  may not be  anticipated,  assigned
                (either at law or in equity), alienated,  pledged, encumbered or
                subjected to attachment,  garnishment,  levy, execution or other
                legal or equitable process.
(c)             This Trust  Agreement  shall be  governed  by and  construed  in
                accordance  with the laws of the  District of  Columbia,  to the
                extent not preempted by federal law.

                                      -87-

<PAGE>

(d)   For  purposes  of this Trust  Agreement,  "Change of Control"
                means   a  sale   of   substantially   all  of  the
                Corporation's  assets or the  acquisition,  whether
                directly,  indirectly,   beneficially  (within  the
                meaning  of Rule  13d-3  of the  Securities  Act of
                1933 (the "Act"),  or of record,  of  securities of
                the Corporation  representing  twenty-five  percent
                (25%) or more in the aggregate  voting power of the
                Corporation's  then-outstanding Common Stock by any
                "person"  (within  the  meaning of  Sections 13 (d)
                and 14 (d) of the Act),  including any  corporation
                or group of associated  persons  acting in concert,
                other than (i) the Corporation or its  subsidiaries
                and/or  (ii)  any  employee  pension  benefit  plan
                (within  the  meaning  of  Section  3  (2)  of  the
                Employee  Retirement  Income  Security Act of 1974,
                as amended  ("ERISA")) of the Corporation or of its
                subsidiaries,   including   a   trust   established
                pursuant to any such plan; provided,  that a Change
                of Control  will not result  from (A) a transfer of
                the  Corporation's  voting  securities  by a person
                who   is  the   beneficial   owner,   directly   or
                indirectly,  of  twenty-five  percent (25%) or more
                of the voting  securities of the Corporation (a "25
                Percent  Owner") to (i) a member of such 25 Percent
                Owner's  immediate  family  (within  the meaning of
                Rule 16a-1 (e) of the Act)  either  during  such 25
                Percent Owner's  lifetime or by will or the laws of
                descent  and  distribution;  (ii)  any  trust as to
                which  the  25  Percent   Owner  or  a  member  (or
                members)  of 25 Percent  Owner's  immediate  family
                (within  the  meaning of Rule 16a-1 (e) of the Act)
                is the  beneficiary;  (iii)  any  trust as to which
                the 25  Percent  Owner  is the  settlor  with  sole
                power to  revoke;  or (iv) any  entity  over  which
                such 25 Percent  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 corporation under Section 501
                (c) (3) of the Internal  Revenue  Code of 1986,  as
                amended  (the  "Code"),  which is  funded by the 25
                Percent  Owner;  or (B) the  acquisition  of voting
                securities  of  the  Corporation  by  either  (i) a
                person who was a 25 Percent  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.
(e)             Any  reference  in this Trust to a  subsidiary  or  affiliate of
                Company  shall not include any  subsidiary  or affiliate who has
                not at any time employed an individual who is a Participant  (or
                beneficiary)  in a Plan and who is or may be entitled to payment
                hereunder.
  
         IN WITNESS  WHEREOF,  Riggs  National  Corporation  and the The Riggs
      National Bank of Washington, D.C. have executed this Agreement of Trust as
      of the day and year first above written.
           ATTEST:                  Riggs National Corporation
                                    As Settlor

           ___________________      BY:  _________________
                                    Timothy C. Coughlin, President
           Dated:______________

           ATTEST:                  THE RIGGS NATIONAL BANK
                                    OF WASHINGTON, D.C.
                                    As Settlor

           ___________________      BY:  __________________
                                    Timothy A. Lex, Executive Vice
                                    President  &  Chief   Operating
                                    Officer
           Dated:______________

           ATTEST:                  THE RIGGS NATIONAL BANK
                                    OF WASHINGTON, D.C.
                                    As Trustee

           ____________________     BY:  __________________
                                    John L. Davis, Executive Vice
                                    President  &  Chief   Financial
                                    Officer
           Dated:_______________