0000350847-02-000007 Sample Contracts

TRUST UNDER THE RIGGS NATIONAL CORPORATION SENIOR EXECUTIVE CHANGE OF CONTROL AND RETENTION AGREEMENTS
Trust Agreement • March 22nd, 2002 • Riggs National Corp • National commercial banks

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

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INVESTMENT AND MANAGEMENT AGREEMENT (Riggs Capital Partners II, LLC - “Fund II”)
Investment and Management Agreement • March 22nd, 2002 • Riggs National Corp • National commercial banks • Maryland

THIS INVESTMENT AND MANAGEMENT AGREEMENT is made and entered into effective as of the 1st day of December, 2000 by and between RIGGS CAPITAL PARTNERS, LLC (the “Fund”) a Delaware limited liability company and RCP INVESTMENTS II, LLC (the “Management Company”), a Delaware limited partnership. Capitalized terms used herein and not otherwise defined herein shall have the defined meaning given to such terms in the Operating Agreement of the Fund dated as of October 1, 2000, as such Agreement may be amended from time to time (the “Operating Agreement”).

OPERATING AGREEMENT OF RIGGS CAPITAL PARTNERS II, LLC a Delaware Limited Liability Company
Operating Agreement • March 22nd, 2002 • Riggs National Corp • National commercial banks • Delaware

THIS OPERATING AGREEMENT, entered into as of the 1st day of October, 2000, by and among the persons listed on Schedule A hereto (the “Members”), being all of the members of RIGGS CAPITAL PARTNERS II, LLC, a Delaware limited liability company (the Company”);

SETTLEMENT AGREEMENT
Settlement Agreement • March 22nd, 2002 • Riggs National Corp • National commercial banks • Delaware

This Settlement Agreement (this “Settlement Agreement”) is entered into by and between Riggs National Corporation, a Delaware corporation (the “Company”), and Joe L. Allbritton (“Executive”) this 31st day of December 2001.

SENIOR EXECUTIVE CHANGE OF CONTROL AND RETENTION AGREEMENT
Change of Control and Retention Agreement • March 22nd, 2002 • Riggs National Corp • National commercial banks • District of Columbia

THIS AGREEMENT, dated ________, 200_, is made by and between RIGGS NATIONAL CORPORATION, a Delaware corporation (the “Company”), and ___________________ (the “Executive”).

OPERATING AND SERVICES AGREEMENT
Operating and Services Agreement • March 22nd, 2002 • Riggs National Corp • National commercial banks • District of Columbia

THIS OPERATING AND SERVICES AGREEMENT (hereinafter, together with any schedules, appendices or exhibits hereto (collectively the “Schedules”), the “Agreement”), made as of this 1st day of December 2000, by and between Riggs Bank N.A., a national bank (“Riggs”), and RCP Investments, L.P. (“Management Company”).

FIRST AMENDMENT TO THE OPERATING AND SERVICES AGREEMENT
Operating and Services Agreement • March 22nd, 2002 • Riggs National Corp • National commercial banks

THIS FIRST AMENDMENT (“First Amendment”) to the OPERATING AND SERVICES AGREEMENT (the “Agreement”), is made as of this 1st day of December 2000, by and between Riggs Bank N.A., a national bank (“Riggs”), and RCP Investments, L.P. (“Management Company I”) and RCP Investments II, LLC (“Management Company II).

SECOND AMENDMENT TO OPERATING AGREEMENT RIGGS CAPITAL PARTNERS, LLC A Delaware Limited Liability Company
Operating Agreement • March 22nd, 2002 • Riggs National Corp • National commercial banks

THIS SECOND AMENDMENT is entered into as of March 31, 2001 (the “Second Amendment”), by and between RIGGS NATIONAL CORPORATION (the “Managing Member”) and RCP INVESTMENTS, L.P. (the Member”) amending the Operating Agreement of RIGGS CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Company”), dated as of the 30th of November, 1999 (the Original Agreement”) as amended by that First Amendment dated as of December 1, 2000 to the Original Agreement (the “First Amendment” together with the Original Agreement, the “Operating Agreement”).

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