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TRUST UNDERTHE RIGGS NATIONAL CORPORATION

SENIOREXECUTIVE CHANGE OF CONTROL AND RETENTION AGREEMENTS

        **THISTRUST AGREEMENT** made this 8th day of November, 2001, by and between RIGGSNATIONAL CORPORATION (the “Company”) and RELIANCE TRUST COMPANY (the“Trustee”); 

        **WHEREAS,**the Company has entered into certain Senior Executive Change of Control andRetention Agreements with selected senior officers (hereinafter collectivelyreferred to as the “Plan”) copies of which are attached as Appendix A; 

        **WHEREAS,**the Plan is an unfunded arrangement maintained for the purpose of providingspecified forms of severance benefits to covered senior officers payable undercertain circumstances in the event the Company undergoes a Change of Control, asdefined herein; 

        **WHEREAS,**the Company may incur liability under the terms of such Plan with respect to oneor more senior executives covered thereunder (“Covered Employee” or“Covered Employees”); 

        **WHEREAS,**the Company wishes to establish a trust (hereinafter called “Trust”)and to contribute to the Trust assets that shall be held therein, subject to theclaims of the Company’s creditors in the event of the Company’sInsolvency, as herein defined, until paid to the Covered Employees and theirbeneficiaries in such manner and at such times as specified in the Plan; 

        **WHEREAS,**it is the intention of the parties that this Trust shall constitute an unfundedarrangement and shall not cause the Plan or any part thereof to become subjectto the substantive provisions of Title I of the ERISA and, furthermore, thatthis Trust comply, and be interpreted consistently, with the model trustrequirements set forth in Rev. Proc. 92-64 (as expanded by IRS Notice 2000-56); 

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        **WHEREAS,**it is the intention of the Company to make contributions to the Trust, asspecified herein, to provide itself with a source of funds to assist it in themeeting of its liabilities under the Plan; 

        **NOW, THEREFORE,**the parties do hereby establish the Trust and agree that the Trust shallcomprise, be held and disposed of as follows:

Section 1.ESTABLISHMENT OF TRUST

        (a)The Company may from time to time make, or cause to be made, contributions tothe Trust of cash or property, including insurance contracts and/or marketablesecurities, which are acceptable to the Trustee, including common stock of theCompany, and which shall become the principal of the Trust to be held,administered and disposed of by the Trustee as provided in this Trust Agreement.Except as provided in Section 2(c) and (d), neither the Trustee nor any CoveredEmployee or beneficiary shall have any right to compel such contributions. 

        (b)      Except as provided in Section 4 hereof, the Trust hereby established shall beirrevocable.

        (c)The Trust is intended to be a grantor trust, of which the Company is thegrantor, within the meaning of subpart E, part I, subchapter J, chapter 1,subtitle A of the Internal Revenue Code of 1986, as amended (the“Code”), and shall be construed accordingly. 

        (d)The principal of the Trust, and any earnings thereon shall be held separate andapart from other funds of the Company and shall be used exclusively for the usesand purposes of providing benefits to the Covered Employees and generalcreditors as herein set forth. The Covered Employees and their beneficiariesshall have no preferred claim on, or any beneficial ownership interest in, anyassets of the Trust. Any rights created under the Plan and this Trust Agreementshall be mere unsecured contractual rights of the Covered Employees and theirbeneficiaries against the Company. Any assets held by the Trust will be subjectto the claims of the Company’s general creditors under federal and statelaw in the event of Insolvency, as defined in Section 3(a) herein. 

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Section 2.PAYMENTS TO COVERED EMPLOYEES AND THEIR BENEFICIARIES.

        (a)The Company shall deliver to the Trustee a copy of each Plan document, togetherwith a schedule (the “Payment Schedule”) that indicates the amountspayable in respect of each Covered Employee (and his or her beneficiaries), thatprovides a formula or other instructions acceptable to the Trustee fordetermining the amounts so payable, the form in which such amount is to be paid(as provided for or available under the Plan), and the time of commencement forpayment of such amounts. If the Company has not done so previously, it shalldeliver each Plan document and Payment Schedule to the Trustee upon theoccurrence of a Potential Change of Control, as defined herein, and upon orbefore the occurrence of a Change of Control, as defined herein, the Companyshall deliver to the Trustee, with respect to the Plan, a current census ofCovered Employees and a Payment Schedule (to the extent revisions to the mostrecent previous Payment Schedule are necessary or appropriate). Following anyChange of Control, the Payment Schedule may not be modified or amended by theCompany. Except as otherwise provided herein, the Trustee shall make payments tothe Covered Employees and their beneficiaries in accordance with such PaymentSchedule or, to the extent benefits cannot be determined pursuant to the PaymentSchedule, in accordance with the Plan document. With respect to anydetermination of benefit payments under the Plan, the Trustee is authorized,prior to a Change of Control, to seek guidance from the Company and, following aChange of Control, to seek guidance from a court of competent jurisdiction bymeans of an action for declaratory judgment concerning the Trustee’s dutiesand obligations or any other action deemed appropriate by the Trustee pursuantto its interpleader rights under Section 14 hereof. The Trustee shall makeprovision for the reporting and withholding of any federal, state or local taxesthat may be required to be withheld with respect to the payment of benefitspursuant to the terms of the Plan and shall pay amounts withheld to theappropriate taxing authorities or determine that such amounts have beenreported, withheld and paid by the Company. 

        (b)Subject to any determination made and set forth in the Payment Scheduledescribed in Section 2(a) following a Change of Control, the entitlement of aCovered Employee or his or her beneficiaries to benefits under the Plan shall bedetermined by the Company or such party as it shall designate under the Plan,and any claim for such benefits shall be considered and reviewed under theprocedures set out in the Plan. 

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        (c)The Company may make payment of benefits directly to the Covered Employees ortheir beneficiaries as they become due under the terms of the Plan. The Companyshall notify the Trustee, in writing, of its decision to make payment ofbenefits directly prior to the time such amounts are payable to the CoveredEmployees or their beneficiaries. In addition, if the principal of the Trust,and any earnings thereon, are not sufficient to make payments of benefits inaccordance with the terms of the Plan, the Company shall make the balance ofeach such payment as it falls due. The Trustee shall notify the Company whereprincipal and earnings are not sufficient to make benefit payments under thePlan. 

        (d)Upon the occurrence of a Potential Change of Control, the Company shall, as soonas possible, but in no event later than the earlier of (i) the 60th dayfollowing the Potential Change of Control, or (ii) the date immediatelypreceding the Change of Control make an irrevocable contribution to the Trust inan amount that is sufficient to pay each Covered Employee or beneficiary thevested benefits to which he or she would be entitled pursuant to the terms ofthe Plan as of the date on which the Potential Change of Control occurred.Within the same time period following a Potential Change of Control, the Companyshall make a further irrevocable contribution to the Trust in an amountsufficient to pay for the Trustee’s fees and for actuarial, accounting,legal and other professional or administrative services necessary to implementthe terms of this Trust following a Potential Change of Control. Such amountshall be determined by the Trustee’s estimate of its fees (as provided inthis Trust Agreement) and by estimates obtained by the Trustee from thoseindependent actuaries, accountants, lawyers and other appropriate professionaland administrative personnel who provided such services to the Trust or theCompany immediately before the Potential Change of Control. If the actual feesand expenses exceed the estimated amounts, the Company shall be obligated to paythe Trustee, within 30 days of written notification thereof, such amounts as arenecessary to cover the shortfall. 

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Section 3.TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO COVERED EMPLOYEES AND TRUST BENEFICIARIES WHEN THE COMPANY IS INSOLVENT.

        (a)The Trustee shall cease payment of benefits to the Covered Employees and theirbeneficiaries if the Company is Insolvent. The Company shall be considered“Insolvent” for purposes of this Trust Agreement if (i) the Company isunable to pay its debts as they become due, (ii) the Company is subject to apending proceeding as a debtor under the United States Bankruptcy Code, or (iii)the Company is precluded by federal banking laws from making direct payments toCovered Employees pursuant to Section 2(c) hereof. 

        (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 ofgeneral creditors of the Company under federal and state law as set forth below. 

               (1)      The Board of Directors and the Chief Executive Officer of the Company shallhave the duty to inform theTrustee in writing of the Company’s Insolvency. If a person claiming to bea creditor of the Company alleges in writing to the Trustee that the Company hasbecome Insolvent, the Trustee shall commence, as promptly as possible, aninvestigation to determine whether the Company is Insolvent and, pending suchdetermination, the Trustee shall discontinue payment of benefits to the CoveredEmployees or their beneficiaries. Any determination by the Trustee hereunder asto whether the Company is Insolvent shall be made by the Trustee in its sole andabsolute discretion and shall be binding on all parties having rights to orinterests in the assets of this Trust. 

               (2)      Unless the Trustee has actual knowledge of the Company's Insolvency, or hasreceived written noticefrom the Company or written notice from a person claiming to be a creditoralleging that the Company is Insolvent, the Trustee shall have no duty toinquire whether the Company is Insolvent. The Trustee may in all events rely onsuch evidence concerning the Company’s solvency as may be furnished to theTrustee and that provides the Trustee with a reasonable basis for making adetermination concerning the Company’s solvency. 

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               (3)      If at any time the Trustee has determined that the Company is Insolvent or theTrustee is in the processof investigating whether the Company is Insolvent pursuant to an allegation madeby a creditor of the Company, the Trustee shall discontinue payments to theCovered Employees or their beneficiaries and shall hold the assets of the Trustfor the benefit of the Company’s general creditors. Nothing in this TrustAgreement shall in any way diminish any rights of the Covered Employees or theirbeneficiaries to pursue their rights as general creditors of the Company withrespect to benefits due under the Plan or otherwise. 

               (4)      The Trustee shall resume the payment of benefits to the Covered Employees ortheir beneficiaries inaccordance with Section 2 of this Trust Agreement only after the Trustee hasdetermined that the Company is not Insolvent (or is no longer Insolvent). 

        (c)Provided that there are sufficient assets, if the Trustee discontinues thepayment of benefits from the Trust pursuant to Section 3(b) hereof andsubsequently resumes such payments, the first payment following suchdiscontinuance shall include the aggregate amount of all payments due to theCovered Employees or their beneficiaries under the terms of the Plan for theperiod of such discontinuance, less the aggregate amount of any payments made tothe Covered Employees or their beneficiaries by the Company in lieu of thepayments provided for hereunder during any such period of discontinuance. 

Section 4.PAYMENT TO COMPANY.

        Exceptas provided in this Section 4 and in Sections 3 and 8(d) hereof, the Companyshall have no right or power to direct the Trustee to return to the Company orto divert to others any of the Trust assets before all payments of benefits havebeen made to the Covered Employees and their beneficiaries pursuant to the termsof the Plan. Notwithstanding any provision of this Trust Agreement to thecontrary, in the event that an actuary appointed by the Company determines anytime prior to a Change of Control, or an actuary appointed by the Trusteedetermines any time following a Change of Control, that the fair market value ofTrust assets exceeds the present value of accrued benefit obligations under thePlan (the amount of such excess referred to hereinafter as “TrustSurplus”), based on actuarial assumptions that are consistent with theassumptions used to determine funding requirements for the Company’squalified defined benefit pension plans (or, if no such defined pension plansexist, such assumptions as determined by the actuary), then the Company maydirect the Trustee to transfer and convey to the Company such assets as shall bedesignated by the Company prior to a Change of Control or by the Trusteefollowing a Change of Control, provided that the aggregate value of such assetsshall not exceed the Trust Surplus. 

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Section 5.INVESTMENT AUTHORITY.

        (a)Subject to Section 5(b), the Trustee shall invest and reinvest the principal andincome of the Trust, in its discretion, in securities and in any other form ofproperty not prohibited by law, without regard to any restrictions imposed bystate law on investments by fiduciaries, but subject, however, to such writteninvestment guidelines, if any, as the Company may provide from time to time tothe Trustee. The Trustee may invest in securities (including stock or rights toacquire stock) or obligations issued by the Company. All rights associated withassets of the Trust shall be exercised by the Trustee or the person designatedby the Trustee, and shall in no event be exercisable by or rest with the CoveredEmployees, provided, however, that the Trustee may, in its discretion, elect toinvest the assets of the Trust in any manner which best enables it to satisfythe specific benefit obligations payable under the Plan. 

        (b)The Company shall have the right, at all times prior to a Change of Control, todirect the Trustee as to the investment of assets held by the Trust, tosubstitute assets of equal fair market value for any assets held by the Trust,and to vote securities held by the Trust. Notwithstanding the foregoing,however, the Company’s right to direct the Trustee shall be exercised bythe Company with due regard to the Trustee’s need, in certaincircumstances, to function as a fiduciary under applicable securities laws. 

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.

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Section 7. ACCOUNTINGBY TRUSTEE.

        TheTrustee shall keep accurate and detailed records of all investments, receipts,disbursements, and all other transactions required to be made, including suchspecific records as shall be agreed upon in writing between the Company and theTrustee. Within 90 days following the close of each calendar year and within 60days after the removal or resignation of the Trustee, the Trustee shall deliverto the Company a written account of its administration of the Trust during suchyear or during the period from the close of the last preceding year to the dateof such removal or resignation, setting forth all investments, receipts,disbursements and other transactions effected by it, including a description ofall securities and investments purchased and sold with the cost or net proceedsof such purchases or sales (accrued interest paid or receivable being shownseparately), and showing all cash, securities and other property held in theTrust at the end of such year or as of the date of such removal or resignation,as the case may be. 

Section 8.RESPONSIBILITY OF TRUSTEE.

        (a)The Trustee shall act with the care, skill, prudence and diligence under thecircumstances then prevailing that a prudent person acting in like capacity andfamiliar with such matters would use in the conduct of an enterprise of a likecharacter and with like aims, provided, however, that the Trustee shall incur noliability to any person for any action taken pursuant to a reasonable direction,request or approval given by the Company which is contemplated by, and inconformity with, the terms of the Plan or this Trust Agreement and is given inwriting by the Company. 

        (b)The Trustee may consult with legal counsel (who may also be counsel for theCompany generally) or obtain actuarial or other expert advice, with respect toany of its duties or obligations hereunder. 

        (c)      The Trustee may hire agents, attorneys, accountants, actuaries, investment advisors,financial consultants or other professionals to assist it in performing any of its duties or obligationshereunder.

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        (d)The Trustee shall have, without exclusion, all powers conferred on trustees byapplicable law, unless expressly provided otherwise herein, provided, however,that if an insurance policy is held as an asset of the Trust, the Trustee shallhave no power to name a beneficiary of the policy other than the Trust, toassign the policy (as distinct from conversion of the policy to a differentform) other than to a successor trustee, or to loan to any person other than theCompany the proceeds of any borrowing against such policy. In the event thatTrust Surplus (as defined in Section 4 hereof) exists, the Company may directthe Trustee to borrow against any insurance policy held as a Trust asset thatpermits such borrowing, and to lend the proceeds to the Company, provided thatthe aggregate amount lent to the Company shall not exceed the Trust Surplus. 

        (e)Notwithstanding any powers granted to the Trustee pursuant to this TrustAgreement or applicable law, the Trustee shall not have any power that couldgive this Trust the objective of carrying on a business and dividing the gainstherefrom, within the meaning of section 301.7701-2 of the Procedure andAdministrative Regulations promulgated pursuant to the Code. 

Section 9.COMPENSATION AND EXPENSES OF TRUSTEE.

        TheCompany shall pay all administrative and the Trustee’s fees and expenses inaccordance with terms and conditions established by the Trustee, and if not sopaid, such fees and expenses shall be paid from the Trust. 

Section 10.RESIGNATION AND REMOVAL OF TRUSTEE.

        (a)The Trustee may resign at any time by written notice to the Company, which shallbe effective 90 days after receipt of such notice unless the Company and theTrustee agree otherwise in writing. 

        (b)      The Trustee may be removed by the Company on 30 days written notice or upon shorternotice accepted by the Trustee.

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        (c)If the Trustee resigns or is removed after a Change of Control, as definedherein, the Trustee shall select a successor trustee in accordance with theprovisions of Section 11(b) hereof prior to the effective date of theTrustee’s resignation or removal. 

        (d)Upon resignation or removal of the Trustee and appointment of a successortrustee, all assets shall subsequently be transferred to the successor trustee.The transfer shall be completed within 90 days after receipt of notice ofresignation, removal or transfer, unless the Company extends the time limit. 

        (e)Except as provided in paragraph (c) of this section, if the Trustee resigns oris removed, a successor shall be appointed, in accordance with Section 11hereof, by the effective date of resignation or removal under paragraph (a) or(b) of this section. If no such appointment has been made, the Trustee may applyto a court of competent jurisdiction for appointment of a successor or forinstructions. All expenses of the Trustee in connection with the proceedingshall be allowed as administrative expenses of the Trust. 

Section 11.APPOINTMENT OF SUCCESSOR.

        (a)If the Trustee resigns or is removed in accordance with Section 10(a) or (b)hereof and Section 10(c) is inapplicable, the Company may appoint any thirdparty, such as a bank trust department, that may be granted corporate trusteepowers under state law, as a successor to replace the Trustee upon resignationor removal. The appointment shall be effective when accepted in writing by thenew 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 executeany instrument necessary or reasonably requested by the Company or the successortrustee to evidence the transfer. 

        (b)If the Trustee resigns or is removed pursuant to the provisions of Section 10(c)hereof and selects a successor trustee, the Trustee shall appoint a successortrustee and may appoint any third party, such as a bank trust department, thatmay be granted corporate trustee powers under state law. The appointment of asuccessor trustee shall be effective when accepted in writing by the newtrustee. The new trustee shall have all the rights and powers of the formertrustee, including ownership rights in trust assets. The former trustee shallexecute any instrument necessary or reasonably requested by the successortrustee to evidence the transfer. 

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        (c)The successor trustee need not examine the records and acts of any prior trusteeand may retain or dispose of existing trust assets, subject to Sections 7 and 8hereof. The successor trustee shall not be responsible for any conditionexisting at the time it becomes successor trustee. 

Section 12.AMENDMENT OR TERMINATION.

        (a)This Trust Agreement may be amended by a written instrument executed by theTrustee and the Company. Notwithstanding the foregoing, no such amendment shallconflict with the terms of the Plan or shall make the Trust revocable. 

        (b)The Trust shall not terminate until the date on which the Covered Employees andtheir beneficiaries are no longer entitled to benefits pursuant to the terms ofthe Plan. Upon termination of the Trust, any assets remaining in the Trust shallbe returned to the Company. 

        (c)Upon written approval of each of the Covered Employees or their beneficiariesentitled to payment of benefits pursuant to the terms of the Plan, the Companymay terminate this Trust prior to the time all benefit payments under the Planhave been made. All assets in the Trust at termination shall then be returned tothe Company. 

        (d)In general, to the extent that the terms hereof are inconsistent with the termsof the Plan with respect to any Covered Employee, the latter shall control withrespect to such Covered Employee as if the terms hereof had been amendedaccordingly. Notwithstanding anything herein to the contrary, upon a Change ofControl, the Company shall be precluded from amending (i) this Trust Agreement,(ii) the Plan with respect to any benefit (including any form of benefit orbenefit determination) of any Covered Employee that had accrued on or prior tothe Change of Control or is funded pursuant to the provisions of Section 2hereof but has not been completely distributed to the Covered Employees orbeneficiaries, or (iii) any of the Plan terms with respect to any benefit otherthan a benefit described in the preceding clause (ii), provided, however, thatin any such event, if a Covered Employee or beneficiary, as applicable,consents, in writing, to an amendment pertaining to his or her own benefit, suchamendment shall be valid hereunder. Upon a Change of Control, this Section 12(d)shall be deemed to supersede any provision of any such Plan which permitsamendments of such Plan inconsistent with the terms hereof and this Section12(d) shall constitute an amendment to such Plan. 

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Section 13.RIGHT OF INTERPLEADER.

        If(a) there is any disagreement or dispute in connection with the Trust or thesubject matter hereof, including any dispute between the Trustee, the Company orany Covered Employee, or between the Company, any Covered Employee or any personnot a party to the Trust or (b) there are adverse or inconsistent claims ordemands upon, or inconsistent instructions to the Trustee, or (c) the Trustee ingood faith is in doubt as to what action to take pursuant to the Trust, theTrustee may at its election refuse to comply with any such claims, demands orinstructions, or refuse to take any other action pursuant to this Trust until(i) the rights of all persons involved in the dispute have been fully andfinally adjudicated by a court of competent jurisdiction or the Trustee hasresolved any such doubts to its good faith satisfaction; or (ii) all disputeshave been resolved between the persons involved and the Trustee has receivedwritten notice thereof satisfactory to it from all such persons. Withoutlimiting the generality of the foregoing, the Trustee may at its electioninterplead the subject matter of this Trust Agreement with a court of competentjurisdiction, or commence judicial proceedings for a declaratory judgment, andthe Trustee shall be entitled to recover from the Company or the Trust, bothcollectively and individually, the Trustee’s attorneys’ fees, expensesand costs in connection with any such interpleader or declaratory judgmentaction. 

Section 14.MISCELLANEOUS.

        (a)Any provision of this Trust Agreement prohibited by law shall be ineffective tothe extent of any such prohibition, without invalidating the remainingprovisions hereof. 

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        (b)Benefits payable to the Covered Employees and their beneficiaries under thisTrust 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 thelaws of the State of _______________, unless otherwise preempted by anyapplicable federal law. 

        (d)      For purposes of this Trust, the terms Change of Control and Potential Change ofControl shall have the meanings set forth below:

                (i)      A "Change of Control" shall be deemed to occur upon the happening of any of                  the following: