Exhibit Page 39

SETTLEMENTAGREEMENT

        ThisSettlement Agreement (this “Settlement Agreement”) is entered into byand between Riggs National Corporation, a Delaware corporation (the“Company”), and Joe L. Allbritton (“Executive”) this31st day of December 2001. 

W I T N E S S E T H:

        WHEREAS,the Company and Executive have entered into an Employment Agreement datedDecember 28, 1999, which was amended pursuant to an agreement datedMarch 28, 2001 (collectively the “Agreement”); 

        WHEREAS,the Agreement provides for fixed payments during its term along with additionalsignificant performance bonuses and does not expire by its terms untilJuly 15, 2004; 

        WHEREAS,the Company and Executive desire to reduce the responsibilities and duties ofExecutive and, except as otherwise provided herein, to terminate the Agreementand settle certain obligations thereunder effective as of December 31,2001; 

        NOW,THEREFORE, in consideration of the premises and the mutual covenants andagreements set forth herein, the parties agree as follows: 

        1.**Termination  of  Agreement**.  Except  as  specifically  provided  herein,  the  Agreement  shall  terminateeffective as of December 31, 2001 (the "Termination Date").

        2.**Payments  and  Benefits  Upon  Termination**.   In  exchange  for  Executive's  agreeing  to  terminate  theAgreement, the Company will provide the following amounts and benefits as described below:

                (a) The Company shall payExecutive his annual salary through the Termination Date plus his 2001 annualperformance bonus, if any, for the calendar year 2001 as it is currentlydetermined pursuant to the Agreement. 

Exhibit Page 40

                (b) As a terminationpayment and in lieu of all compensation and potential performance bonusesdescribed in the Agreement, the Company shall pay to Executive in cash$3,618,996.00. Such amount shall be paid in four (4) equal annual installmentsdue and payable on March 31, 2002, and January 31st of2003, 2004 and 2005. Each such payment shall be increased by an interest paymentcalculated from the Termination Date at a rate of seven percent (7%) per annum. 

                (c) As soon as practicalafter the Termination Date, the Company will reimburse Executive for businessexpenses which were incurred before the Termination Date in the ordinary courseof his duties with the Company and which are reimbursable under theCompany’s normal reimbursement policies and procedures. 

        3. **Responsibilitiesas Senior Chairman of the Board of Directors of the Company**. Executive shallresign his role as Senior Chairman of the Board of Directors of the Company, butshall continue to serve as Vice Chairman and as a member of the board ofdirectors of the Company. 

        4. **Waiver andRelease**. As consideration for the agreements set forth herein, theCompany and Executive hereby mutually waive and release any claims (other thanfor obligations as set forth herein) which either party might have against theother under the Agreement. 

        5. **Source ofPayment**. All payments provided for in this Settlement Agreement shall bepaid in cash from the general funds of the Company, and no special or separatefund shall be established and no other segregation of assets shall be made toassure payment. Executive shall have no right, title or interest whatever in orto any investments which the Company may make to aid the Company in meeting itsobligations herein. Nothing contained in this Settlement Agreement and no actiontaken pursuant to this provision, shall create or be construed to create a trustof any kind or a fiduciary relationship between the Company and Executive or anyother person. 

        6. **Change ofControl**. In the event of a Change of Control of the Company, any and allunpaid amounts payable to Executive hereunder shall become immediately due andpayable. In the event of a Change of Control of the Company and the accelerationof payments hereunder, section 3.3 of the Agreement shall continue to applyto the parties and provide for Gross-Up Payments as described therein. Forpurposes of this Settlement Agreement, the terms “Change of Control”and “Gross-Up Payments” shall have the same meanings that such termshad in the Agreement. 

        7. **Choice of Law**. This  Settlement  Agreement  shall be governed by and construed in accordance with the lawsof the State of Delaware, without reference to the principles of conflicts of laws.

        8. **Notices**.  All notices and other  communications  hereunder  shall be in writing and shall be given by handdelivery to the other party or by  registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,addressed as follows:

               If to Executive:               Joe L. Allbritton