CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
OF RIGGS NATIONAL CORPORATION

I. Purpose

The Compensation Committee (the “Committee”) of Riggs National Corporation (the “Corporation”) is appointed by, and generally acts on behalf of, the Board of Directors (the “Board”) of the Corporation. The Committee’s primary directive is to assist the Board in fulfilling its responsibilities related to compensation and benefits.

II. Compensation Philosophy

The Committee’s philosophy is to ensure that the interests of its Chairman and CEO and other “executive officers” (as such term is defined in Rule 16a-1 under the Exchange Act of 1934, as amended, together, the “Officers”) are aligned with the success of the Corporation, and to provide compensation opportunities that will attract, retain, and motivate superior executive personnel. This philosophy contemplates that the compensation of each Officer should be influenced significantly by that officer’s performance, measured by financial, non-financial and market performance, as well as the compensation levels of an appropriate peer group.

III. Membership

IV. Meetings and Procedures

V. Duties and Responsibilities

The primary goal of the Committee will be to assist the Board in fulfilling its responsibilities related to compensation and benefits. In this regard, the Committee will, among other things: