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                                                                   EXHIBIT 10.54







                VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION PLAN

                              FOR THE EMPLOYEES OF

                    RESOURCE BANCSHARES MORTGAGE GROUP, INC.


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                        Page
                                                                        ----

<S>      <C>                                                            <C>
                   ARTICLE I - DEFINITIONS AND CONSTRUCTION               2
                   ----------------------------------------

1.1      DEFINITIONS                                                      2
1.2      GENDER AND NUMBER                                                4
1.3      HEADINGS                                                         4
1.4      UNIFORMITY                                                       4

                           ARTICLE II - ADMINISTRATION
                           ---------------------------

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER                      5
2.2      ASSIGNMENT AND DESIGNATION OF ADMINISTRATIVE
         AUTHORITY                                                        5
2.3      ALLOCATION AND DELEGATION OF RESPONSIBILITIES                    6
2.4      POWERS, DUTIES AND RESPONSIBILITIES                              6
2.5      RECORDS AND REPORTS                                              7
2.6      APPOINTMENT OF ADVISERS                                          7
2.7      INFORMATION FROM EMPLOYER                                        8
2.8      PAYMENT OF EXPENSES                                              8
2.9      MAJORITY ACTIONS                                                 8
2.10     ACTION BY EMPLOYER                                               8
2.11     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY               8
2.12     LEGAL ACTION                                                     9

                            ARTICLE III - ELIGIBILITY
                            -------------------------

3.1      CONDITIONS OF ELIGIBILITY                                       10
3.2      EFFECTIVE DATE OF PARTICIPATION                                 10
3.3      REQUIREMENTS OF HEALTH INSURANCE PORTABILITY
           AND ACCOUNTABILITY ACT OF 1996                                11
3.4      DETERMINATION OF ELIGIBILITY                                    12
3.5      OMISSION OF A PARTICIPANT                                       12
3.6      INCLUSION OF INELIGIBLE PERSON                                  13
3.7      NONDISCRIMINATION REQUIREMENTS                                  13


                              ARTICLE IV - BENEFITS
                              ---------------------

4.1      SICK AND ACCIDENT BENEFITS                                      14
4.2      DESIGNATION OF BENEFICIARY                                      14
</TABLE>

                                       i

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<TABLE>
<S>      <C>                                                             <C>
                          ARTICLE V - CLAIMS PROCEDURE
                          ----------------------------

5.1      FILING OF CLAIM                                                 15
5.2      DENIAL OF CLAIM                                                 15
5.3      REVIEW OF CLAIM DENIAL                                          15


                    ARTICLE VI - CONTRIBUTIONS AND VALUATION
                    ----------------------------------------

6.1      EMPLOYER CONTRIBUTIONS                                          17
6.2      PARTICIPANT CONTRIBUTIONS                                       17
6.3      VALUATION OF THE TRUST FUND                                     17
6.4      METHOD OF VALUATION                                             17


                       ARTICLE VII - CESSATION OF BENEFITS
                       -----------------------------------

7.1      BENEFITS FOR PARTICIPANTS                                       18
7.2      BENEFITS FOR DEPENDENTS                                         18
7.3      CONVERSION OF POLICIES                                          18
7.4      CONTINUATION OF COVERAGE                                        18


                     ARTICLE VIII - DISTRIBUTION OF BENEFITS
                     ---------------------------------------

8.1      DISTRIBUTION OF BENEFITS                                        20
8.2      DISTRIBUTION FOR MINOR BENEFICIARY                              20
8.3      LOCATION OF A PARTICIPANT OR BENEFICIARY UNKNOWN                20


                     ARTICLE IX - AMENDMENTS AND TERMINATION
                     ---------------------------------------

9.1      AMENDMENTS                                                      21
9.2      TERMINATION                                                     21
</TABLE>


                                       ii

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            VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION PLAN FOR THE
              EMPLOYEES OF RESOURCE BANCSHARES MORTGAGE GROUP, INC.

         THIS AGREEMENT, made and entered into this ________ day of November,
1999 by and between RESOURCE BANCSHARES MORTGAGE GROUP, INC. (herein referred to
as the "Employer") and HSBC BANK, USA (herein referred to as the "Trustee").

                                   WITNESSETH:

         WHEREAS, the Employer desires to recognize the contribution made to its
successful operation by its employees and to reward such contribution by means
of a Voluntary Employees' Beneficiary Association Plan for those employees who
shall qualify and elect to participate hereunder; and

         WHEREAS, the Employer intends that this Plan (and the Trust attached
hereto) shall constitute an employee welfare benefit plan under Title I, Section
3(1), of the Employee Retirement Income Security Act of 1974 (ERISA) and as such
shall be subject to the requirements of Parts 1 and 4 of Subtitle B, Title I of
ERISA; and

         WHEREAS, the Employer intends that this Plan (and the Trust attached
hereto) shall constitute a Voluntary Employees' Beneficiary Association and as
such shall be a tax exempt organization pursuant to Sections 501(a) and
501(c)(9) of The Internal Revenue Code of 1986, as amended (the "Code");

         NOW, THEREFORE, effective January 1, 2000 (hereinafter called the
"Effective Date"), the Employer hereby establishes a Voluntary Employees'
Beneficiary Association Plan and creates a separate trust (which plan and trust
are hereinafter called the "Plan"), as the amendment and restatement of the
current health benefit program maintained by the Employer, for the exclusive
benefit of the Participants and their Beneficiaries and the Trustee hereby
accepts the Plan on the following terms;


                                       1
<PAGE>   5


                                    ARTICLE I
                                   DEFINITIONS

1.1      DEFINITIONS

                  Wherever used in the Plan, unless the content clearly
         indicates otherwise, the following terms shall have the following
         meanings:

                  (a) "Act" means Parts 1 and 4 of Subtitle B, Title I, of the
         Employee Retirement Income Security Act of 1974, as it may be amended
         from time to time.

                  (b) "Administrator" means the person or persons designated by
         the Employer pursuant to Section 2.2 to administer the Plan on behalf
         of the Employer.

                  (c) "Agreement" or "Plan" means this instrument including all
         amendments hereto and any other documents (including the separate trust
         agreement) which are incorporated by reference and made a part hereof.

                  (d) "Beneficiary" or "Beneficiaries" means any Dependant or
         Dependants designated by a Participant in such form as the
         Administrator may prescribe to receive any benefit that may be payable
         hereunder.

                  (e) "Benefit Schedules" means the Benefit Schedules or
         booklets issued by the Employer describing benefits provided by the
         Plan. The terms, conditions, limitations, and exclusions of said
         Benefit Schedules or Booklets are hereby incorporated by reference and
         made a part hereof, except insofar as the Benefit Schedules or Booklets
         are in conflict with this Agreement.

                  (f) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (g) "Contingent Beneficiary" means the person or persons (or a
         trust) duly designated by the Participant to receive a death benefit
         (if any) from the Plan in the event the designated Beneficiary does not
         survive the Participant.

                  (h) "Dependent" means the Participant's wife or husband and
         unmarried children within the prescribed age limits who are not
         employed by the Employer. The term "children" also includes step
         children, adopted children and any other children related by blood or
         marriage who are dependent upon the Participant and residing with the
         Participant in regular parent-child relationship. The prescribed age
         limit for eligible children is under nineteen years of age, and with
         respect to unmarried children who are attending school on a full-time
         basis, under twenty-five years of age. If both husband and wife are
         covered under the Plan as Employees, either the husband or wife, but
         not both, may elect the insurance with respect to children eligible
         under the definition above.

                  (i) "Eligible Dependent" means any Dependent who has satisfied
         the provisions of Section 3.1.


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<PAGE>   6

                  (j) "Eligible Employee" means any Employee who has satisfied
         the provisions of Section 3.1

                  (k) "Employee" means any person who is employed by the
         Employer.

                  (l) "Employer" means RESOURCE BANCSHARES MORTGAGE GROUP, INC.,
         its successors, and any other entity which is related to or affiliated
         with Resource Bancshares Mortgage Group, Inc. pursuant to Section 267,
         414, 707 or 1563 of the Code.

                  (m) "Fiduciary" means any person who (a) exercises any
         discretionary authority or discretionary control respecting management
         of the Plan or exercises any authority or control respecting management
         or disposition of its assets, (b) renders investment advice for a fee
         or other compensation, direct or indirect, with respect to any monies
         or other property of the Plan or has any authority or responsibility to
         do so, or (c) has any discretionary authority or discretionary
         responsibility in the administration of the Plan, including, but not
         limited to, the Trustee, the Employer and the Administrator.

                  (n) "Investment Manager" means any person, firm or corporation
         who is a registered investment adviser under the Investment Advisers
         Act of 1940, a bank or an insurance company, and (1) who has the power
         to manage, acquire, or dispose of Plan assets, or (2) who acknowledges
         in writing his fiduciary responsibility to the Plan.

                  (o) "Participant" means any Eligible Employee who elects to
         participate in the Plan as provided in Section 3.2, and has not for any
         reason become ineligible to participate further in the Plan.

                  (p) "Plan Year" means the Plan's accounting year of twelve
         (12) months commencing on January 1 of each year and ending the
         following December 31.

                  (q) "Pre-existing Condition" means a physical or mental
         condition, regardless of the cause of the condition, for which medical
         advice, diagnosis, care or treatment was recommended or received within
         the six-month period prior to the Enrollment Date. Genetic information
         shall not be treated as a Pre-existing Condition in the absence of a
         diagnosis of the condition related to the genetic information.
         Pregnancy shall not be considered a Pre-existing Condition hereunder. A
         newborn child, a child placed for adoption or a newly-adopted child
         (under age 18) who begins Dependent Coverage hereunder within 30 days
         of birth, placement for adoption or adoption (or who has creditable
         coverage from birth, placement for adoption or adoption without a
         significant break in coverage) shall not be considered to have any
         Pre-existing Conditions.

                  (r) "Trustee" means the person or persons named as Trustee
         herein or in any separate trust forming a part of this Plan, and his,
         their, or its successors.

                  (s) "Trust Fund" means the assets of the Plan and Trust as the
         same shall exist from time to time.


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<PAGE>   7

         1.2      GENDER AND NUMBER

         Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another gender
in all cases where they would so apply, and whenever any words are used herein
in the singular or plural form, they shall be construed as though they were also
used in the other form in all cases where they would so apply.

         1.3      HEADINGS

         The headings and subheadings of this Agreement have been inserted for
convenience or reference and are to be ignored in any construction of the
provisions hereof.

         1.4      UNIFORMITY

         All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.


                                       4
<PAGE>   8



                                   ARTICLE II
                                 ADMINISTRATION

         2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER

         The Employer, by acting through its board of directors, shall be
empowered to appoint and remove the Trustee and the Administrator from time to
time as it deems necessary for the proper administration of the Plan to assure
that the Plan is being operated for the exclusive benefit of the Participants
and their Beneficiaries in accordance with the terms of this Agreement, the
Code, and the Act.

         The Employer shall establish a "funding policy and method", i.e., it
shall determine whether the Plan has a short run need for liquidity (e.g., to
pay benefits) or whether liquidity is a long run goal and investment growth (and
stability of same) is a more current need, or shall appoint a qualified person
to do so. The Employer or its delegate shall communicate such needs and goals to
the Trustee, who shall coordinate such plan needs with its investment policy.
The communication of such a "funding policy and method" shall not, however,
constitute a directive to the Trustee as to investment of the Trust Funds. Such
"funding policy and method" shall be considered with the objectives of this Plan
and with the requirements of Title I of the Act.

         The Employer may in its discretion appoint an Investment Manager to
manage all or a designated portion of the assets of the Plan. In such event, the
Trustee shall follow the directive of the Investment Manager in investing the
assets of the Plan managed by the Investment Manager.

         The Employer shall periodically review the performance of any Fiduciary
or other person to whom duties have been delegated or allocated by it under the
provisions of this Plan or pursuant to procedures established hereunder. This
requirement may be satisfied by formal periodic review by the Employer or by a
qualified person specifically designated by the Employer, through day-to-day
conduct and evaluation, or through other appropriate ways.

         The Employer may establish a special account whose assets will be
separate and not commingled with the Employer's other assets (the "Separate
Account"). The Employer shall designate a person to be charged with
administering the Separate Account and shall notify the Administrator of such
designation. In the event benefits are paid on behalf of retired Participants
and their Dependents under the Plan, the Separate Account shall be the sole
source of payment of benefits for retired Participants and their Dependents.

         2.2      ASSIGNMENT AND DESIGNATION OF ADMINISTRATIVE AUTHORITY

         The Employer shall appoint one or more Administrators. Any person, or
group of persons, including, but not limited to, the directors, shareholders,
officers, and Employees of the Employer, shall be eligible to serve as an
Administrator. Any person so appointed shall signify his acceptance by filing
written acceptance with the Employer. An Administrator may resign by delivering
his written resignation to the Employer or be removed by the Employer by
delivery of written notice of


                                       5
<PAGE>   9

removal, to take effect at a date specified therein, or upon delivery to the
Administrator if no date is specified.

         The Employer, upon the resignation or removal of an Administrator,
shall promptly designate in writing a successor to this position. If the
Employer does not appoint an Administrator, the Senior Vice President of Human
Resources of the Employer shall function as the Administrator.

         2.3      ALLOCATION AND DELEGATION OF RESPONSIBILITIES

         If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator. In the event that no such delegation
is made by the Employer, the Administrators may allocate the responsibilities
among themselves, in which event the Administrator shall notify the Employer and
the Trustee in writing of such action and specify the responsibilities of each
Administrator. The Trustee thereafter shall accept and rely upon any documents
executed by the appropriate Administrator until such time as the Employer or the
Administrators file with the Trustee a written revocation of such designation.

         2.4      POWERS, DUTIES AND RESPONSIBILITIES

         The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power in its sole
discretion to determine all questions arising in connection with the
administration, interpretation, and application of the Plan. Any such
determination by the Administrator shall be conclusive and binding upon all
persons. The Administrator may correct any defect, supply any information, or
reconcile any inconsistency in such manner and to such extent as shall be deemed
necessary or advisable to carry out the purpose of this Agreement; provided
however, that any interpretation or construction shall be done in a
nondiscriminatory manner and shall be consistent with the intent that the Plan
shall continue to be deemed a qualifying plan under the terms of Section
501(c)(9) of the Code as amended from time to time, and shall comply with the
terms of the Act and all regulations issued pursuant thereto. The administrator
shall have all powers necessary or appropriate to accomplish his duties under
this Plan.

         The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

         (a) to determine all questions relating to the eligibility of Employees
         to participate or continue to participate

         (b) to compute, certify, and direct the Trustee or, if applicable, the
         person charged with administering the Separate Account (described in
         Section 2.1 of the Plan) with respect to the amount and kind of
         benefits to which any Participant shall be entitled hereunder;


                                       6
<PAGE>   10

         (c) to authorize and direct the Trustee or, if applicable, the person
         charged with administering, the Separate Account (described in Section
         2.1 of the Plan) with respect to all nondiscretionary or otherwise
         directed disbursements for the Trust or, if applicable, the Separate
         Account;

         (d) to maintain all necessary records for the administration of the
         Plan;

         (e) to interpret the provisions of the Plan and to make and publish
         such rules for regulation of the Plan as are consistent with the terms
         hereof;

         (f) to determine the size and type of any insurance contract to be
         purchased from any insurer, and to designate the insurer from which
         such Contract shall be purchased;

         (g) to compute and certify to the Employer and to the Trustee from time
         to time the sums of money necessary or desirable to be contributed to
         the Trust Fund and to compute and certify to the Employer and the
         person charged with administering the Separate Account (described in
         Section 2.1) from time to time the sums of money necessary or desirable
         to be contributed to the Separate Account;

         (h) to consult with the Employer and the Trustee regarding the short
         and long-term liquidity needs of the Plan in order that the Trustee can
         exercise any investment discretion in a manner designed to accomplish
         specific objectives;

         (i) to assist any Participant or Beneficiary regarding his rights,
         benefits, or elections available under the Plan; and

         (j) to communicate to Employees, Participants and their Beneficiaries a
         summary plan description outlining the provisions of the Plan as
         required under Title I of the Act.

         2.5      RECORDS AND REPORTS

         The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, and other data that may be necessary
for proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.

         2.6      APPOINTMENT OF ADVISORS

         The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists and advisers, and other persons
as the Administrator or the Trustee deems necessary or desirable in connection
with the administration of this Plan.


                                       7
<PAGE>   11


         2.7      INFORMATION FROM EMPLOYER

         To enable the Administrator to perform his functions, the Employer
shall supply full and timely information to the Administrator on all matters
relating to the retirement, death disability, or termination of employment, of
all Participants and such other pertinent facts as the Administrator may
require; and the Administrator shall advise the Trustee of such of the foregoing
facts as may be pertinent to the Trustee's duties under the Plan. The
Administrator may rely upon such information as is supplied by the Employer and
shall have no duty or responsibility to verify such information.

         2.8      PAYMENT OF EXPENSES

         All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists, and other costs of administering
the Plan. Until paid, the expenses shall constitute a liability of the Trust
Fund. However, the Employer may reimburse the Trust for any administration
expense incurred pursuant to the above. Any administration expense paid to the
Trust as a reimbursement shall not be considered as an Employer contribution.

         2.9      MAJORITY ACTIONS

         Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.3, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

         2.10     ACTION BY EMPLOYER

         Whenever the Employer under the terms of this Agreement is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by an officer duly authorized by its board of directors.

         2.11     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

         The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under this
Agreement.

         In general, the Employer, acting through its board of directors, shall
have the sole responsibility for making the contributions provided for under
Section 6.1; and shall have the sole authority to appoint and remove the
Trustee, the Administrator and any Investment Manager which may be provided for
under this Agreement; to formulate the Plan's "funding policy and method"; and
to amend or terminate, in whole or in part, this Agreement.


                                       8
<PAGE>   12

         The Administrator shall have the sole responsibility for the
Administration of this Agreement, which responsibility is specifically described
in this Agreement.

         The Trustee shall have the sole responsibility of management of the
assets held under the Trust, except those assets the management of which has
been assigned to an Investment Manager, who shall be solely responsible for the
management of the assets assigned to it, all as specifically provided in this
Agreement.

         Each named Fiduciary may rely upon any such direction, information or
action of another named Fiduciary as being proper under this Agreement, and is
not required under this Agreement to inquire into the propriety of any such
direction, information or action. It is intended under this Agreement that each
named Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under this Agreement. No named
Fiduciary guarantees the Trust Fund in any manner against investment loss or
depreciation in asset value. Any person or group may serve in more than one
Fiduciary capacity.

         2.12     LEGAL ACTION

         In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, they shall be entitled to be reimbursed from the
Trust Fund for any and all costs, attorney's fees, and other expenses pertaining
thereto incurred by them for which they shall have become liable.


                                       9
<PAGE>   13


                                   ARTICLE III
                                   ELIGIBILITY

         3.1      CONDITIONS OF ELIGIBILITY

         Any Employee who is a regular full time Employee of the Employer and
who is regularly scheduled to work at least thirty (30) hours per week for the
Employer and who is a participant of the class or classes of Employees eligible
for coverage under the Benefit Schedules shall be eligible to participate in the
Plan on the later of the effective date of the Plan or after the date the
Employee completes 60 days of service with the Employer (or such other period
contained in the applicable Benefit Schedules).

         An Employee is eligible for benefits with respect to Dependents on the
date he becomes eligible for benefits with respect to himself if he has an
eligible Dependent or Dependents, as defined above, on that date; otherwise on
the date the Employee acquires an eligible Dependent or Dependents.

         3.2      EFFECTIVE DATE OF PARTICIPATION

         With regard to benefits inuring directly to the Employee, participation
will commence on the date Employee becomes eligible as provided above if the
Employee completed the necessary enrollment form prior to such date.
Participation will commence on the date the Employee completes the necessary
enrollment form, if the enrollment form is completed within one month of the
date the Employee becomes eligible. Participation will commence on the first day
of the succeeding Plan Year if the enrollment form is completed more than one
moth after the date the Employee becomes eligible or during an open enrollment
period.

         With regard to benefits inuring to Dependents, participation will
commence on the following dates provided that the Eligible Employee has
completed the necessary enrollment form electing coverage for all Eligible
Dependents and provided the Employee is covered on the date the benefits with
respect to Dependents are to become effective:

                  (a)      the date the Employee becomes eligible for benefits
with respect to a Dependent or Dependents if the enrollment form is received by
the Employer on or prior to such date;

                  (b)      the date of marriage, birth of child, or the
Participant becomes responsible for a Dependent, if the Administrator is
notified within 31 days of the applicable event;

                  (c)      on the first day of the succeeding Plan Year, if the
Administrator is notified after 31 days of the applicable date of marriage,
birth of child, or the Participant becomes responsible for a Dependent;

                  (d)      in the case of coverage pursuant to a qualified
medical child support order, the date on which the Administrator determines the
order is a qualified medical child support order


                                       10
<PAGE>   14

or, if earlier, the date the Administrator determines that coverage should
become effective pursuant to the qualified medical child support order.

         If the Employee's coverage is not in effect on the date the coverage
with respect to a Dependent or Dependents would otherwise become effective, the
Employee's coverage with respect to the Dependent or Dependents will become
effective on the date the Employee's coverage becomes effective.

         The effective date of the Employee's coverage with respect to a
Dependent who is confined in a hospital on the date such coverage would
otherwise become effective will be deferred until the day following the date the
Dependent is discharged from the hospital. This provision shall not apply to a
newborn child who is hospitalized on the date the child become eligible as a
Dependent provided the child is born while the Employee is insured with respect
to Dependents.

         3.3      REQUIREMENTS OF HEALTH INSURANCE PORTABILITY AND
                  ACCOUNTABILITY ACT OF 1996.

         Special Enrollees. Notwithstanding the requirements of Section 3.2, the
following special participation rules shall apply to Special Enrollees (as
hereinafter described in items (a) and (b) below):

         (a) If an otherwise eligible Employee or Dependent declined coverage
under the Plan at the time of initial eligibility, and stated in writing at that
time that coverage was declined because of other health coverage but that other
health coverage is subsequently lost, and that person makes application for
coverage hereunder within 30 days of the loss of other health coverage, such
individual shall be a Special Enrollee provided such person: (1) lost the
alternative health coverage as a result of loss of eligibility for the coverage
(including as a result of legal separation, divorce, death, termination of
employment, or reduction in the number of hours of employment, but not including
an increase in cost of the other coverage or reduction in benefits of the other
coverage); (2) employer contributions toward such other coverage were
terminated; or (3) if the eligible Employee or Dependent was covered under a
COBRA continuation provision and the COBRA continuation period has been
exhausted.

         (b) An otherwise eligible Employee who is not covered by the Plan, an
otherwise eligible Employee and Dependent who are not covered by the Plan or a
Participant's Dependent who is not otherwise covered by the Plan may apply for
coverage under the Plan as a result of the acquisition of a new Dependent by the
Employee or Participant through marriage, birth, adoption or placement for
adoption and shall be a Special Enrollee provided such person is properly
enrolled as a Participant or Dependent of the Participant within thirty (30)
days of the acquisition of the new Dependent.

Participation Date of Special Enrollees. Coverage for a Special Enrollee who is
a newborn child, a child placed for adoption or an adopted child shall begin as
of the date of the birth, placement for adoption or adoption. Coverage for a
Special Enrollee, other than for a newborn, a child placed for adoption or a
newly adopted child, shall begin as of the first day of the calendar month
following the enrollment request.


                                       11
<PAGE>   15

Pre-existing Conditions. The following rules shall apply to claims incurred with
respect to pre-existing conditions:

         (a)      Claims resulting from Pre-existing Conditions, as defined in
the Plan, are excluded from coverage under the Plan for a period of twelve (12)
months from the Enrollment Date of the Participant or Dependent where the
Participant or Dependent enrolls for coverage under the Plan when first
eligible. The Plan shall reduce the period of exclusion by those periods of
prior Creditable Coverage which the covered person served under prior qualifying
medical benefit programs when evidence of the prior Creditable Coverage is
submitted and the Plan shall notify the covered person as to the date that the
Pre-existing Condition exclusion period shall end.

         (b)      For purposes of this Plan, the term "Creditable Coverage"
includes only those coverages required to be included as such under Section 701
of the Act and shall exclude those coverages that are permitted to be excluded
under Section 701(c) of the Act.

         (c)      If a claim for benefits under the Plan is denied or reduced by
operation of this provision, the Employee or Dependent shall be entitled to
appeal that decision and may provide additional evidence of prior Creditable
Coverage pursuant to the normal procedure of the Plan for the appeal of any
other coverage decision of the Plan.

Rules of Construction. In the event of a conflict between this section or any
other provision of the Plan and Sections 701 through 733 of the Act or Sections
9801 through 9833 of the Code, Sections 701 through 733 of the Act and Sections
9801 through 9833 of the Code shall control and this section shall be deemed to
contain the controlling provisions from Sections 701 through 733 of the Act and
Sections 9801 through 9833 of the Code.

         3.4      DETERMINATION OF ELIGIBILITY

         The Administrator shall determine in its sole discretion the
eligibility of each Employee or Dependant for participation in the Plan based
upon information furnished by the Employer. Such determination shall be
conclusive and binding upon all persons, as long as the same is made in
accordance with this Agreement and the Act.

         3.5      OMISSION OF A PARTICIPANT

         If, in any Plan Year, any person who should be included as a
Participant or Beneficiary in the Plan is erroneously omitted and discovery of
such omission is not made until after a contribution by the Employer for the
year has been made, the Employer shall make a subsequent contribution with
respect to the omitted Participant or Beneficiary in the amount which the said
Employer would have contributed with respect to him had he not been omitted.
Such contribution shall be made regardless of whether it is deductible in whole
or in part in any taxable year, under applicable provisions of the Internal
Revenue Code by such Employer.


                                       12
<PAGE>   16

         3.6      INCLUSION OF INELIGIBLE PERSON

         If, in any Plan Year, any person who should not have been included as a
Participant or Beneficiary in the Plan is erroneously included and discovery of
such incorrect inclusion is not made until after a contribution for the year has
been made, the Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall be used to provide
Participants or Beneficiaries with the benefits set forth in the Plan.

         3.7      NONDISCRIMINATION REQUIREMENTS

         All other provisions of this Plan and the Benefit Schedules
notwithstanding, each class of benefits provided hereunder must not be provided
in a discriminatory manner in favor of highly compensated individuals as defined
by Section 505(b)(5) of the Code.


                                       13
<PAGE>   17


                                   ARTICLE IV
                                    BENEFITS

         4.1      SICK AND ACCIDENT BENEFITS

         Participants: In the event of a Participant's illness or personal
injury, such Participant shall be entitled to receive each Plan Year a sick and
accident benefit equal to the amount provided in the Benefit Schedules.

         Beneficiaries: In the event of a Beneficiary's illness or personal
injury, such Beneficiary shall be entitled to receive each Plan Year a sick and
accident benefit equal to the amount provided in the Benefit Schedules.

         4.2      DESIGNATION OF BENEFICIARY

         If death benefits are provided by this Plan, each Participant may
designate in writing a Beneficiary (or a trust) of his own choosing, and may, in
addition, name a Contingent Beneficiary. Such designation shall be made in a
form satisfactory to the Administrator. Any participant may at any time revoke
his designation of Beneficiary by filing written notice of such revocation or
change with the Administrator. In the event of death of the designated
Beneficiary prior to the death of the Participant, the Contingent Beneficiary
shall be entitled to receive such benefit. In the event no Beneficiary or
Contingent Beneficiary is surviving at the time any payment is to be made, then
such payment shall be made to such Participant's spouse, if living, or if there
is no spouse living, to the Participant's issue, per stirpes, or if neither the
Participant's spouse nor any of his issue are living, then to such Participant's
estate.


                                       14
<PAGE>   18


                                    ARTICLE V
                                CLAIMS PROCEDURE


         5.1      FILING OF CLAIM

         If the Benefit Schedule contains a procedure for filing for a claim for
benefits provided under the Benefit Schedule, the Participant or Beneficiary
shall submit or have submitted a claim in accordance with the procedure in the
applicable Benefit Schedule.

         If the Benefit Schedule does not contain a procedure for filing for a
claim for benefits provided under the Benefit Schedule, the Participant or his
Beneficiary shall submit or have submitted a written notice of claim with 20
days after the date of loss, or as soon as possible, followed by a written proof
of loss within 90 days after the date of loss, or as soon as possible, including
an attached billing of the hospital, physician or other provider of services, to
the Plan Administrator or to such other person designated by the Plan
Administrator to handle such claims.

         5.2      DENIAL OF CLAIM

         If the Benefit Schedule contains a procedure for filing for a claim for
benefits under the Benefit Schedule and a procedure addressing the denial of
claims filed pursuant to such procedures, the procedure contained in the Benefit
Schedule will apply to the denial of claims for benefits under the Benefit
Schedule.

         If the Benefit Schedule does not contain a procedure for filing a claim
for benefits provided under the Benefit Schedule or does not contain a procedure
addressing the denial of claims filed pursuant to such procedures, the
Administrator shall furnish the Participant or Beneficiary with written notice
of the denial of any claim (in whole or part) within ninety (90) days of the
date of the original claim was filed. The notice of denial shall provide (1) the
reason for denial, (2) specific reference to pertinent Plan provisions on which
the denial is based, (3) a description of any additional information needed to
perfect the claim and an explanation of which such information is necessary, and
(4) an explanation of the Plan's claim procedure.

         5.3      REVIEW OF CLAIM DENIAL

         If the Benefit Schedule contains a procedure for reviewing the denial
of a claim for benefits under the Benefit Schedule, the procedure contained in
the Benefit Schedule will apply to the review of denial claims for benefits
under the Benefit Schedule.

         If the Benefit Schedule does not contain a procedure for reviewing the
denial of a claim for benefits under the Benefit Schedule, the Participant or
Beneficiary shall have sixty (60) days from receipt of a denial notice in which
to make written application for review by the Administrator. The Participant or
Beneficiary may request that the review be in the nature of a hearing. The
Participant or Beneficiary shall have the rights (1) to representation, (2) to
review


                                       15
<PAGE>   19

pertinent documents, and (3) to submit comments in writing. The Plan
Administrator shall issue a decision on such review within sixty (60) days after
receipt of an application for review as provided in Section 5.3, unless special
circumstances, such as a review of the claim by a Peer Review Board, require an
extension of time, in which case an additional sixty (60) days will be allowed.



                                       16
<PAGE>   20

                                   ARTICLE VI
                          CONTRIBUTIONS AND VALUATIONS

         6.1      EMPLOYER CONTRIBUTIONS

         The Employer shall pay to the Trustee from time to time such amounts in
cash or property as the Employer shall determine to be necessary to provide the
benefits for Participants and their Beneficiaries under the Plan determined by
the application of accepted actuarial methods and assumptions. In establishing
the liabilities under the Plan and contributions thereto, the actuary will use
methods and assumptions as will reasonably reflect the cost of the benefits The
method of funding should be consistent with Plan objectives.

         6.2      PARTICIPANT CONTRIBUTIONS

         Each Participant shall pay to the Trustee such amounts as may be
required under the Plan and in accordance with a uniform, non-discriminatory
procedure established by the Employer.

         6.3      VALUATION OF THE TRUST FUND

         The Administrator shall direct the Trustee, as of each last day of the
Plan Year, and at such other date or dates deemed necessary by the
Administrator, herein called "valuation date", to determine the net worth of the
assets comprising the Trust Fund as it exists on the valuation date prior to
taking into consideration any contribution for that Plan Year. In determining
such net worth, the Trustee shall value the assets comprising the Trust Fund at
their fair market value as of the valuation date and shall deduct all expenses
for which the Trustee has not yet obtained reimbursement from the Employer or
the Trust Fund

         6.4      METHOD OF VALUATION

         The Plan assets are to be valued on the basis of any reasonable method
of valuation that takes into account fair market value pursuant to regulations
prescribed by the Secretary of Treasury. In determining the fair market value of
securities held in the Trust Fund which are listed on a registered stock
exchange, the Administrator shall direct the Trustee to value the same at the
prices they were last traded on such exchange preceding the close of business on
the valuation date. If such securities were not traded on the valuation date, or
if the exchange on which they are traded was not open for business on the
valuation date then the securities shall be valued at the prices at which they
were last traded prior to the valuation date. Any unlisted security held in the
Trust Fund shall be valued at its bid price next preceding the close of business
on the valuation date, which bid price shall be obtained from a registered
broker or an investment banker. In determining the fair market value of assets
other than securities for which trading or bid prices can be obtained, the
Trustee may appraise such assets itself, or in its discretion, employ one or
more appraisers for that purpose and rely on the values established by such
appraiser or appraisers.


                                       17
<PAGE>   21


                                   ARTICLE VII
                              CESSATION OF BENEFITS


         7.1      BENEFITS FOR PARTICIPANTS

         Subject to continuation of coverage pursuant to Section 7.4 of the
Plan, Participant shall cease to be eligible for benefits under the Plan upon
the occurrence of the earliest of the following events:

         (a) the Participant no longer meets the eligibility requirements set
forth in Section 3.1;

         (b) the Participant voluntarily elects to discontinue his Participation
in the Plan;

         (c) insurance with respect to the Participant terminates pursuant to
the terms of the Policy;

         (d) the date the Plan ceases or the date the Plan ceases for the class
of Employees to which the Participant belongs;

         (e) the first Sunday following the date active employment with the
Employer ceases, except as provided in the Benefit Schedules.

         7.2      BENEFITS FOR BENEFICIARIES

         Subject to continuation of coverage pursuant to Section 7.4 of the
Plan, a Beneficiary shall cease to be eligible for benefits under the Plan as of
the earlier of the date on which he loses his status as a Dependent or on the
date benefits with respect to such Dependent terminates under the terms of the
Plan.

         7.3      CONVERSION OF POLICIES

         Any policies in effect pursuant to this Plan may contain a provision
which shall permit, upon payment of an additional conversion premium, the
conversion (without medical examination) of the policy to provide individual
coverage upon termination of eligibility for coverage under this Plan.

         7.4      CONTINUATION OF COVERAGE

         If health coverage has ended due to the occurrence of a qualifying
event within the meaning of Section 603 of the Act, each Participant or
qualified beneficiary is eligible for Continued Coverage.

         Continued Coverage is conditioned on timely election to the
Administrator for such coverage and timely payment of continuation coverage
premium. The Administrator shall mail the first payment date notice and any
notice announcing a change in the continuation coverage premium to a Participant
or qualified beneficiary. No other premium notices will be sent. Each
Participant or qualified beneficiary is responsible for timely payment of
premiums.

                                       18
<PAGE>   22


         (A)      As soon as practical after receipt of the election, the
                  Administrator shall send a premium notice for the continuation
                  coverage premium for the first payment date. The notice shall
                  notify the Participant or qualified beneficiary (1) of the
                  continuation coverage premium due on the first payment date;
                  (2) the monthly continuation coverage premium due on the first
                  day of each succeeding month; (3) that no other premium
                  notices will be sent; (4) that each participant is responsible
                  for timely payment of premiums; and (5) that failure to make
                  timely premium payments will result in termination of
                  Continued Coverage.

         (B)      In no event will the first continuation coverage premium be
                  due prior to 45 days after the day on which the Participant or
                  qualified beneficiary makes the initial election for
                  continuation coverage. However, at the election of the former
                  Employee or qualified beneficiary, continuation coverage
                  premiums may be made prior to the first payment date.

         (C)      All continuation coverage premiums which have accumulated
                  between the time the Participant loses coverage and the first
                  payment date plus the continuation coverage premium for the
                  succeeding month must be paid on the first payment date.

         If a Participant ceases to be an Eligible Employee and fails to elect
Continued Coverage within 60 days of his termination or reduction in hours, or
if a Participant becomes ineligible to receive Continued Coverage by reason of a
Disqualifying Event, participation in the Plan shall terminate. In the event of
a conflict between this section and Sections 601 through 609 of the Act or
Section 4980B of the Code, Section 601 through 609 of the Act and Section 4980B
of the Code shall control and this section shall be deemed to contain the
controlling provisions from Sections 601 through 609 of the Act and Section
4980B of the Code.


                                       19
<PAGE>   23


                                  ARTICLE VIII
                            DISTRIBUTION OF BENEFITS

         8.1      DISTRIBUTION OF BENEFITS

         The Administrator in his sole discretion shall direct the Trustee or,
if applicable, the person charged with administering the Separate Account
(described in Section 2.1 of the Plan) to distribute to a Participant or his
Beneficiaries any amount to which he is entitled under the Plan pursuant to the
method of payment provided in the Benefit Schedules of, if no method of payment
is provided in the Benefit Schedules, as determined by the Administrator.

         8.2      DISTRIBUTION FOR MINOR BENEFICIARY

         In the event a distribution is to be made to a minor, the Administrator
may, in the Administrator's sole discretion, direct that such distribution be
paid to the legal guardian, or if none, to a parent of such Beneficiary or a
responsible adult with whom the Beneficiary maintains his residence, or to the
custodian for such Beneficiary under the Uniform Gift to Minors Act if such is
permitted by the laws of the state in which said Beneficiary resides. Such a
payment to the legal guardian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

         8.3      LOCATION OF A PARTICIPANT OR BENEFICIARY UNKNOWN

         In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the expiration of five (5)
years after it shall become payable, remain unpaid solely by reason of the
inability of the Administrator, after sending a registered letter, return
receipt requested, to the last known address, and after further diligent effort,
to ascertain the whereabouts of such Participant or his Beneficiary, the amount
so distributable shall remain in the Trust, or, if applicable, the Separate
Account (described in Section 2.1 of the Plan), to be used as part of the
general Trust Fund or Separate Account.


                                       20
<PAGE>   24


                                    ARTICLE X
                           AMENDMENTS AND TERMINATION

         9.1      AMENDMENTS

         The Employer shall have the right at any time and from time to time
amend, in whole or in part, any or all of the provisions of this Agreement.
However, no such amendment shall authorize or permit any part of the Trust Fund
(other than such part as is required to pay taxes and administration expenses)
to be used for or diverted to purposes other than for the exclusive benefit or
the Participants or their Beneficiaries or estates; no such amendment shall
cause or permit any portion of the Trust Fund to revert to or become the
property of the Employer; and no such amendment which affects the rights, duties
or responsibilities of the Trustee and Administrator may be made without the
Trustee's and Administrator's written consent. Any such amendment shall become
effective upon delivery of a duly executed instrument to the Trustee, provided
that the Trustee shall in writing consent to the term of such amendment.

         9.2      TERMINATION

         The Employer shall have the right at any time to terminate the Plan by
delivering to the Trustee and Administrator written notice of such termination.
Upon such termination of the Plan, the Employer, by written notice to the
Trustee and Administrator, may direct either:

         (a)      complete distribution of the assets in the Trust Fund to the
Participants or their Beneficiaries as soon as the Trustee deems it to be in the
best interest of the Participants or their Beneficiaries, except however, such
distribution shall only be made (1) pursuant to the terms of a collective
bargaining agreement or (2) on the basis of objective and reasonable standards
which do not result in unequal payment to similarly situated Participants or
their Beneficiaries or in disproportionate payment to officers, shareholders, or
highly compensated Employees of an Employer contributing to or otherwise funding
this Plan; or

         (b)      that any assets remaining in the Plan, after the satisfaction
of all liabilities to existing Participants or their Beneficiaries, be applied
to provide such Participants or their Beneficiaries with the benefits set forth
in the Plan, provided, however, that such benefits shall not be provided in
disproportionate amounts to officers, shareholders, or highly compensated
Employees of the Employer.


                                       21
<PAGE>   25


                  IN WITNESS WHEREOF, this Agreement has been executed the day
and year first above written.

                                             EMPLOYER:

                                             RESOURCE BANCSHARES MORTGAGE
                                                GROUP, INC.



WITNESS:                                     By:
                                                 -------------------------------

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



                                             HSBC BANK, USA



WITNESS:                                     By:
                                                 -------------------------------

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


                                       22