<PAGE>   1
                                   CPR SELECT

                        THE CORPORATE PLAN FOR RETIREMENT
                                  SELECT PLAN


                               Adoption Agreement



                                 IMPORTANT NOTE


This document is not an IRS approved Prototype Plan. An Adopting Employer may
not rely solely on this Plan to ensure that the Plan is "unfunded and
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees" and exempt from
Parts 2 through 4 of Title I of the Employee Retirement Income Security Act of
1974 with respect to the Employer's particular situation. Fidelity Management
Trust Company, its affiliates and employees may not provide you with legal
advice in connection with the execution of this document. This document should
be reviewed by your attorney and/or accountant prior to execution.

<PAGE>   2
                               ADOPTION AGREEMENT
                                   ARTICLE 1

1.01 PLAN INFORMATION

     (a)  Name of Plan:

          This is the  Resource Bancshares Mortgage Group, Inc.
                      -----------------------------------------------
          Nonqualified Deferred Compensation            Plan (the "Plan").
          ---------------------------------------------

     (b)  Name of Plan Administrator, if not the Employer:

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

          Address:
                  -------------------------------------------------------------

          Phone Number:
                       --------------------------------------------------------

          The Plan Administrator is the agent for service of legal process for
          the Plan.

     (c)  Three Digit Plan Number:    006
                                  -------------

     (d)  Plan Year End (month/day):   12/31
                                    -----------

     (e)  Plan Status (check one):

          (1)  [X]  Effective Date of new Plan:  4/1/99
                                               ----------

          (2)  [ ]  Amendment Effective Date:
                                             --------------.

                    The original effective date of the Plan:
                                                            ------------
<PAGE>   3

1.02  EMPLOYER

      (a)  The Employer is:    Resource Bancshares Mortgage Group, Inc.
                               ----------------------------------------

           Address:            Att: Human Resources   7909 Parklane Rd.
                               ----------------------------------------

                               Columbia, SC 29223
                               ----------------------------------------

           Contact's Name:     Tom McCants
                               ----------------------------------------

           Telephone Number:   (803) 741-3784
                               ----------------------------------------

           (1)  Employer's Tax Identification Number: 57-0962375

           (2)  Business form of Employer (check one):

                (A) [X] Corporation

                (B) [ ] Sole proprietor or partnership

                (C) [ ] Subchapter S Corporation

           (3)  Employer's fiscal year end:  12/31
                                            ---------------------------

      (b)  The term "Employer" includes the following Related Employer(s) (as
           defined in Section 2.01(a)(21)):

                  Meritage Mortgage Corporation (wholly-owned
                  subsidiary of RBMC, Inc.)
                  -------------------------------------------------------------

                  Resource Bancshares Corporation (wholly-owned subsidiary of
                  RBMG, Inc.)
                  -------------------------------------------------------------

                  Laureate Realty Services, Inc. (wholly-owned subsidiary of
                  Resource Bancshares Corporation)
                  -------------------------------------------------------------

                  Resource Bancshares Mortgage Groups Asset Management
                  Company, Inc. (wholly-owned subsidiary of RBMG, Inc.)
                  -------------------------------------------------------------

                  Resource Banschares Mortgage Group Funding Co., Inc.
                  (wholly-owned subsidiary of RBMG Asset Management Co., Inc.)
                  -------------------------------------------------------------


                                       2

<PAGE>   4

1.03  COVERAGE

      (a)   Only those Employees listed in Attachment A will be eligible to
            participate in the Plan. See Attachment A for designation of Tier 1
            and Tier 2 participants.

      (b)   The Entry Date(s) shall be (check one):

            (1)   [x] the first day of each Plan Year. (4/1/99 the first year
                  and 1/1 each year after)

            (2)   [ ] the first day of each Plan Year and the date six months
                  later.

            (3)   [ ] the first day of each Plan Year and the first day of the
                  fourth, seventh, and tenth months.

            (4)   [ ] the first day of each month.

1.04  COMPENSATION

      For purposes of determining Contributions under the Plan, Compensation
      shall be as defined in Section 2.01(a)(6), but excluding (check the
      appropriate box(es))

      (a)   [ ]   Overtime Pay.

      (b)   [ ]   Bonuses.

      (c)   [ ]   Commissions.

      (d)   [x]   The value of a qualified or a non-qualified stock option
                  granted to an Employee by the Employer to the extent such
                  value is includable in the Employee's taxable income.

      (e)   [ ]   No exclusions.

1.05  CONTRIBUTIONS

      (a)   Deferral Contributions The Employer shall make a Deferral
            Contribution in accordance with Section 4.01 on behalf of each
            Participant who has an executed salary reduction agreement in
            effect with the Employer for the Plan Year (or portion of the Plan
            Year) in question, not to exceed SEE BELOW % of Compensation for
            that Plan Year.

            -  Tier 1 deferral contributions shall not exceed 25% of
               compensation for that plan year.

            -  Tier 2 deferral contributions shall not exceed 15% of
               compensation for that plan year.


                                       3

<PAGE>   5

(b)  [ ] Matching Contributions (None)

     (1)  The Employer shall make a Matching Contribution on behalf of each
          Participant in an amount equal to the following percentage of a
          Participant's Deferral Contributions during the Plan Year (check one):

          (A) [ ]  50%

          (B) [ ]  100%

          (C) [ ]  ___%

          (D) [ ]  (Tiered Match) ____% of the first ____% of the
                   Participant's Compensation contributed to the Plan,

                   _______% of the next _______% of the Participant's
                   Compensation contributed to the Plan,

                   _______% of the next _______% of the Participant's
                   Compensation contributed to the Plan.

          (E) [ ]  The percentage declared for the year, if any, by a Board of
                   Directors' resolution.

          (F) [ ]  Other: ___________________________________________________

                          ___________________________________________________

                          ___________________________________________________

                          ___________________________________________________

(2)       [ ]  Matching Contribution Limits (check the appropriate box(es)):

          (A)  [ ]  Deferral Contributions in excess of _______% of the
                    Participant's Compensation for the period in question shall
                    not be considered for Matching Contributions.

             Note:  If the Employer elects a percentage limit in (A) above and
                    requests the Trustee to account separately for matched and
                    unmatched Deferral Contributions, the Matching Contributions
                    allocated to each Participant must be computed, and the
                    percentage limit applied, based upon each period.

          (B)  [ ]  Matching Contributions for each Participant for each Plan
                    Year shall be limited to $ ________.


                                       4
<PAGE>   6
      (a)   Eligibility Requirement(s) for Matching Contributions

            A Participant who makes Deferral Contributions during the Plan
            Year under Section 1.05(a) shall be entitled to Matching
            Contributions for that Plan Year if the Participant satisfies the
            following requirement(s) (Check the appropriate box(es). Options
            (B) and (C) may not be elected together):

            (A)   [ ] Is employed by the Employer on the last day of the Plan
                  Year.

            (B)   [ ] Earns at least 500 Hours of Service during the Plan Year.

            (C)   [ ] Earns at least 1,000 Hours of Service during the Plan
                  Year.

            (D)   [ ] No requirements.

            Note:     If option (A), (B) or (C) above is selected then
                      Matching Contributions can only be made by the Employer
                      after the Plan Year ends. Any Matching Contribution made
                      before Plan Year end shall not be subject to the
                      eligibility requirements of this Section 1.05(b)(3)).

1.06  DISTRIBUTION DATES

      A Participant may elect to receive a distribution or commence
      distributions from his Account pursuant to Section 8.02 upon the
      following date(s) (check the appropriate box(es). If Option (c) is
      elected, then options (a) and (b) may not be elected):

      (a)   [ ]   Attainment of Normal Retirement Age. Normal Retirement Age
                  under the Plan is (check one):

                  (1)   [ ]   age 65.

                  (2)   [ ]   age ___ (specify from 55 through 64).

                  (3)   [ ]   later of the age ___ (can not exceed 65) or the
                              fifth anniversary of the Participant's
                              Commencement Date.

      (b)   [ ]   Attainment of Early Retirement Age. Early Retirement Age is
                  the first day of the month after the Participant attains age
                  ___ (specify 55 or greater) and completes ___ Years of
                  Service for Vesting.



                                       5
<PAGE>   7

(c)  [X] Termination of employment with the Employer.

1.07 VESTING SCHEDULE

     (a)  The Participant's vested percentage in Matching Contributions
          elected in Section 1.05(b) shall be based upon the schedule(s)
          selected below.

          (1) [xx]  N/A - No Matching Contributions

          (2) [  ]  100% Vesting immediately

          (3) [  ]  3 year cliff (see C below)

          (4) [  ]  5 year cliff (see D below)

          (5) [  ]  6 year graduated (see E below)

          (6) [  ]  7 year graduated (see F below)

          (7) [  ]  G below

          (8) [  ]  Other (Attachment "B")


<TABLE>
<CAPTION>
          Years of
        Service for
          Vesting         C        D        E        F         G
        ------------    ------  -------  -------   -------  -------
        <S>             <C>     <C>      <C>       <C>      <C>
         0                   0%       0%       0%        0%    ____
         1                   0%       0%       0%        0%    ____
         2                   0%       0%      20%        0%    ____
         3                 100%       0%      40%       20%    ____
         4                 100%       0%      60%       40%    ____
         5                 100%     100%      80%       60%    ____
         6                 100%     100%     100%       80%    ____
         7                 100%     100%     100%      100%    100%

</TABLE>


(b)  [ ] Years of Service for Vesting shall include (check one):

          (1) [  ]  for new plans, service prior to the Effective Date
                    as defined in Section 1.01(e)(1).

          (2) [  ]  for existing plans converting from another plan document,
                    service prior to the original Effective Date as defined
                    in Section 1.01(e)(2).

(c)  [ ] A Participant will forfeit his Matching Contributions upon the
         occurrence of the following event(s): _____________________________

                                               _____________________________

                                               _____________________________


                                       6

<PAGE>   8
(d)  A Participant will be 100% vested in his Matching Contributions upon (check
     the appropriate box(es), if any):

     (1)  [  ]  Normal Retirement Age (as defined in Section 1.06(a)).

     (2)  [  ]  Early Retirement Age (as defined in Section 1.06(b)).

     (3)  [  ]  Death

1.08 PREDECESSOR EMPLOYER SERVICE

     [  ]  Service for purposes of vesting in Section 1.07(a) shall include
           service with the following employer(s):

     (a)  _____________________________________________________________

     (b)  _____________________________________________________________

     (c)  _____________________________________________________________

     (d)  _____________________________________________________________

1.09 HARDSHIP WITHDRAWALS

     Participant withdrawals for hardship prior to termination of employment
     (check one):

     (a)  [  ]  will be allowed in accordance with Section 7.07, subject to a
                $__________ minimum amount. (Must be at least $1,000)

     (b)  [XX]  will not be allowed.

1.10 DISTRIBUTIONS

     Subject to Articles 7 and 8, distributions under the Plan will be paid
           (check the appropriate box(es)):

     (a)  [XX]  as a lump sum.

     (b)  [  ]  under a systematic withdrawal plan (installments) not to exceed
                10 years.

                                       7
<PAGE>   9

1.11  INVESTMENT DECISIONS

      (a)  Investment Directions

           Investments in which the Accounts of Participants shall be treated
           as invested and reinvested shall be directed (check one):

           (1) [ ] by the Employer among the options listed in (b) below.

           (2) [X] by each Participant among the options listed in (b) below.

           (3) [ ] by each Participant with respect to Deferral Contributions
                   and by the Employer with respect to Employer Matching
                   Contributions. The Employer must direct the Employer Matching
                   Contributions among the same investment options made
                   available for Participant directed sources listed in (b)
                   below.


      (b)  Plan Investment Options

           Participant Accounts will be treated as invested among the Fidelity
           Funds listed below pursuant to Participant and/or Employer
           directions.


                           Fund Name                           Fund Number
                           ---------                           -----------

           (1) Fidelity U.S. Bond Index Fund                       651
               -----------------------------------------       -----------

           (2) Fidelity Real Estate Investment Portfolio           303
               -----------------------------------------       -----------

           (3) Fidelity Dividend Growth Fund                       330
               -----------------------------------------       -----------

           (4) Fidelity Intermediate Bond Fund                     032
               -----------------------------------------       -----------

           (5) Fidelity Fund                                       003
               -----------------------------------------       -----------

           (6) Fidelity Value Fund                                 039
               -----------------------------------------       -----------

           (7) Fidelity Diversified International Fund             325
               -----------------------------------------       -----------

           (8) Fidelity Money Market Trust:                        630
               -----------------------------------------       -----------
                     Retirement Money Market Portfolio

           (9)
               -----------------------------------------       -----------

           (10)
               -----------------------------------------       -----------

           Note: An additional annual recordkeeping fee will be charged for
                 each fund in excess of five funds.


                                       8
<PAGE>   10
          Note:  The method and frequency for change of investments will be
                 determined under the rules applicable to the selected funds.
                 Information will be provided regarding expenses, if any, for
                 changes in investment options.

1.12 RELIANCE ON PLAN

     An adopting Employer may not rely solely on this Plan to ensure that the
     Plan is "unfunded and maintained primarily for the purpose of providing
     deferred compensation for a select group of management or highly
     compensated employees" and exempt from Parts 2 through 4 of Title I of the
     Employee Retirement Income Security Act of 1974 with respect to the
     Employer's particular situation. This Agreement must be reviewed by your
     attorney and/or accountant before it is executed.

     This Adoption Agreement may be used only in conjunction with the CORPORATE
     plan for Retirement Select Basic Plan Document.


                                       9
<PAGE>   11
                                 EXECUTION PAGE
                               (Fidelity's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 4th day of February, 1999.

                    Employer    Resource Bancshares Mortgage Group, Inc.
                            ---------------------------------------------------

                    By
                       --------------------------------------------------------

                    Title    Chairman
                         ------------------------------------------------------


                    Employer    Resource Bancshares Mortgage Group, Inc.
                            ---------------------------------------------------

                    By
                       --------------------------------------------------------

                    Title    Vice Chairman, Managing
                         ------------------------------------------------------


                                       10




<PAGE>   12
                                 EXECUTION PAGE
                               (Employer's Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 4th day of February, 1999.

                       Employer     Resource Bancshares Mortgage Group, Inc.
                                    ________________________________________

                       By
                                    ________________________________________

                       Title        Chairman
                                    ________________________________________


                       Employer     Resource Bancshares Mortgage Group, Inc.
                                    ________________________________________

                       By           ________________________________________

                       Title        Vice Chairman, Managing Director
                                    ________________________________________

                                       11
<PAGE>   13
                                  ATTACHMENT A

Pursuant to Section 1.03(a), the following are the Employees who are eligible to
participate in the Plan:

     - Tier 1 - Employees at the level of Senior Vice President or above.

     - Tier 2 - Employees whose annual compensation is equal to or exceeds
                $80,000 in the prior plan year (as indexed to determine HCE's
                for qualified 401(k) Plans).


                              Employer Resource Bancshares Mortgage Group, Inc.
                                       _______________________________________

                              By       /s/
                                       _______________________________________

                              Title    Chairman
                                       _______________________________________

                              Date     2/4/99
                                       _______________________________________

Note: The Employer must revise Attachment A to add employees as they become
      eligible or delete employees who are no longer eligible.

                                       12
<PAGE>   14
                        THE CORPORATEPLAN FOR RETIREMENT
                         SELECT PLAN SERVICE AGREEMENT

                                  SELECT PLAN


This Agreement is between Fidelity Management Trust Company ("Fidelity") and
Resource Bancshares Mortgage Group, Inc. (the "Employer"), who maintains the
plan designated below.

Plan Name:                     Resource Bancshares Mortgage Group, Inc.
                               ----------------------------------------------
                               Nonqualified Deferred Compensation Plan
                               ----------------------------------------------
Implementation Date:            4/1/99
                               ----------------------------------------------
Number of Eligible Employees:    78
                               ----------------------------------------------

ARTICLE 1. IMPLEMENTATION SERVICE FEES

     Set Up Fee:                                                     $2,500.00*

     Includes:

     -    Model plan document and trust agreement for review by Employer's
          legal counsel.

     -    Camera-ready copy of all relevant Administrative Forms

     -    Employee Communication Materials

     -    Fidelity Retirement Services Workbench Software and Reference Manual.

     -    Implementation Conference Call or meeting, if necessary. Issues
          covered include data transmission, contribution processing cycles,
          plan administrative needs, plan profile, project timetables, and
          resource coordination.

     -    Preparation of Participant and plan records for the Fidelity
          Participant Recordkeeping System (FPRS).

     -    Reconciliation of all contribution data.


*To be completed and initialed by a Fidelity representative.
<PAGE>   15
               ARTICLE II.  ADMINISTRATIVE AND TRUSTEE SERVICE FEES

(1) Annual Fee                                                         $3,000.00

          Includes:
               *  Contribution processing on a monthly cycle
               *  Daily valuation
               *  Investment exchanges of existing Participant account balances
               *  Investment direction of future contributions
               *  Monthly Trial Balance Report
               *  Monthly distributions to Employer for Participant benefit
                  payments
               *  Quarterly Administrative Report**
               *  Quarterly Statements mailed directly to Participants' homes**
               *  Annual Plan-Year End Summary Reporting Package (cash basis).
               *  Custody of plan assets held in trust at Fidelity.

                    *  To be completed and initialed by a Fidelity
                       representative

                    ** The Quarterly Administrative Report and Quarterly
                       Statements will be generated based on a (select one):

                       [XX]  January 31, April 30, July 31 or October 31 cycle

                       [  ]  February 28, May 31, August 31 or November 30 cycle

(2) [  ]  (Optional) Additional Annual Fee for each Fidelity Fund offered for
          the Plan in excess of ten.                                        $500

          Indicate the number of funds offered under the Plan in excess of ten.

                       ARTICLE III.  BILLING INFORMATION

     Fidelity's quarterly invoice for services rendered will be sent to the
     following address:

     Contact Name/Telephone Number:

       Tom McCants    (803) 741-3784
     ---------------------------------------------------------------------------
     Title:
       Manager, Compensation and Benefits
     ---------------------------------------------------------------------------

     Address:
       7909 Parklane Road
     ---------------------------------------------------------------------------
                                   (Street)
       Columbia                       SC                    29223
     ---------------------------------------------------------------------------
        (City)                      (State)               (Zip Code)


                                       2
<PAGE>   16

ARTICLE IV. CONTACTS

Internal Payroll Contact:  Christine Brewer
                         ------------------------------------------------------

Contact Name/Telephone Number:
  (803) 741-3722
------------------------------------------------------------------------------

Title:
  HRIS Manager
------------------------------------------------------------------------------

Address:
  7905 Parklane Road
------------------------------------------------------------------------------
                                    (street)

  Columbia                          SC                            29223
------------------------------------------------------------------------------
   (City)                           (State)                     (Zip Code)




Payroll Frequency/Dates:    Semi-Monthly
                         -----------------------------------------------------
<PAGE>   17

Article V. Terms of Agreement

The Implementation, Administrative and Trustee Services on the preceding pages
are contingent upon the following terms:

1.  Required Documentation: This Service Agreement may only be used in
    conjunction with the CORPORATEplan for Retirement Select Plan ("CPR Select")
    and Model Trust Agreement ("Trust Agreement") provided by Fidelity.
    Fidelity's provision of Administrative and trustee services under this
    Service Agreement shall be conditioned on the Employer delivering to the
    Trustee a copy of the executed CPR Select Adoption Agreement and any
    amendments as soon as administratively feasible following the Plan's or the
    amendment's adoption.

2.  Data Submission: The Employer or Plan Administrator will provide Fidelity on
    a timely basis with accurate and complete data via the Fidelity Retirement
    Services Workbench Software. As of the Implementation Date, the Employer or
    Plan Administrator must send Fidelity the following required data for each
    new or existing Participant: name, address, employment dates, employment
    status, and initial investment elections. After the Implementation Date, the
    Employer or Plan Administrator may only send Fidelity the aforementioned
    information for a new Participant or changes to the name, address,
    employment dates, or employment status for an existing Participant. The
    inclusion of an Employee in the information submitted to Fidelity shall
    constitute notice to Fidelity that such Employee is included in the Plan in
    Attachment A of the CPR Select Adoption Agreement. Investment election
    changes may only be made as provided in this Article V, Section Four.
    Fidelity will not be responsible for any losses and/or expenses that arise
    due to the submission of incorrect or incomplete data, or data transmitted
    to Fidelity in an improper format.

3.  Services: Fidelity will have the responsibility to perform only the services
    set forth in Articles I and II of this Agreement, effective as of the
    Implementation Date. All other regulatory and administrative functions,
    including distributions to plan participants and federal, state, local
    income or Social Security tax reporting or withholding shall be the
    responsibility of the Employer and the Plan Administrator.

4.  Participant Investment Direction: If the Employer has selected participant
    direction for the treatment of the investment and reinvestment of
    contributions in the CPR Select Adoption Agreement, the Trustee is directed
    to invest and reinvest such funds in a manner which corresponds directly to
    elections made by Participants. Each participant in the Plan shall submit
    his/her initial investment elections to the Employer or Plan Administrator.
    These elections will then be submitted to Fidelity by the Employer or Plan
    Administrator in accordance with the terms set forth in Section One.
    Thereafter, all subsequent investment elections for existing Participants
    may only be directed in accordance with this Section Four. Fidelity will not
    be responsible for any losses and/or expenses that arise for clients who
    provide changes for existing Participant investment elections via the
    Fidelity Retirement Services Workbench Application.

    After his/her initial investment election, each Participant in the Plan
    shall be permitted to direct the investment of his/her individual account
    balance and investment of future contributions among available investment
    options through the use of Fidelity's telephone exchange system. The
    Employer hereby directs Fidelity to act upon such telephonic instructions
    without questioning the authenticity of such direction.

    This service allows Participants to telephone Fidelity between the hours of
    8:30 AM and 8:00 PM Eastern Time on any business day. The number of
    exchanges from a Participant's existing account balance will be governed by
    the mutual fund prospectus. Fidelity reserves the right to modify or
    withdraw the exchange privilege in the future. All telephone conversations
    will be recorded for the protection of Fidelity and the Participant.
    Fidelity will not be responsible for determining the authenticity of the
    Participant and his/her telephone instructions. A confirmation of the
    exchange of existing account balances and/or a change in investment of
    future contributions.


                                       4
<PAGE>   18

will be mailed to the Participant within seven business days of the call. If
the telephone call is received prior to 4:00 PM Eastern Time, the requested
exchange will be effective with that day's closing prices. If the telephone call
is received after 4:00 PM Eastern Time, the exchange will be effective with the
next business day's closing prices.

A Participant will be required to provide the Fidelity telephone exchange
system representative with his/her Employer's plan number and his/her Social
Security number. For security purposes, upon proper notice to Fidelity, the
Employer shall have the right to require a Participant to respond to additional
questions (i.e., date of birth, date of hire, personal identification number,
etc.) before being able to access his/her accounts. Only authorized Plan
contact(s) and the Participant shall have access to a Participant's account. A
third party may not have access to the Participant's account or make exchanges
of existing account balance and/or changes in the investment of future
contributions. Upon proper documentation and notice to the Employer, an
individual who becomes an active Beneficiary in accordance with Section
2.01(a)(5) of the Basic Plan Document due to the death of the Participant shall
have the right to access the deceased Participant's account. Fidelity reserves
the right to establish a separate account for the Beneficiary based upon
his/her entitlement to the deceased Participant's account.

A Participant may not change his/her address through the telephone exchange
system. All such changes must be submitted to the Employer in writing. The
Employer shall then send such changes to Fidelity in the required format.

5.   Employer Investment Direction:  If Employer investment direction is chosen
by the Employer, then all Participant accounts must be invested in Fidelity
Fund(s) elected in the CPR Select Adoption Agreement. A Participant will not be
allowed to make any telephone exchanges of his/her account balance. The
Employer may replace any existing Fidelity Fund(s) for another by providing
Fidelity with proper written direction at least thirty days prior to the
effective date of the change. Fidelity will charge the Employer a reasonable
additional fee to facilitate the replacement of the fund(s).

6.   Contributions:  The Employer will be responsible for determining Employee
eligibility and for computing Employee and/or Employer contributions for
eligible Participants. The Employer must consolidate the contribution
information for multiple payrolls and/or multiple payroll sites onto one
diskette before sending it to Fidelity. The Employer will remit contributions
by wire transfer to Fidelity after receiving notification and approval from
Fidelity to wire the funds. Employee contributions shall be sent on a monthly
cycle. Employer matching contributions may be sent on a less frequent cycle.
The trade date of the transaction will be the day the funds are received by
Fidelity. Unsolicited or unidentified wire transfers or contributions will not
be invested until they can be properly identified and reconciled by Fidelity.

7.   Distributions: Fidelity shall disburse monies to the Employer for
Participant benefit payments in the amounts the Employer directs. Distributions
for benefit payments will be processed once a month based upon a mutually
acceptable date determined immediately after the implementation period by
Fidelity and the Plan Administrator, except that distributions each December
will only be processed during the first two weeks of the month. Distributions
will only be processed if there is complete, accurate and properly authorized
data received by Fidelity in the required media. All distribution requests
received after the monthly cutoff date will be processed the following month.
The monthly withdrawal date may be changed once each Plan Year based upon the
written consent of Fidelity and the Employer. Fidelity shall not be responsible
for any federal, state, local income or Social Security tax reporting or
withholding with respect to such distributions.


                                       5
<PAGE>   19
8.   FEES: As consideration for its services under this Agreement, Fidelity
     shall be entitled to the fees computed in accordance with Articles I and II
     of this Agreement. A reasonable additional fee will be charged if Fidelity
     has to reprocess any contribution data transmission due to excessive errors
     of the Employer or payroll vendor. Additional services and special reports
     or statements may be provided if Fidelity and Employer enter into a
     separate written agreement identifying such services and the associated
     fees. Fidelity shall be entitled to reasonable compensation for its costs
     and expenses incurred in the event of termination of this Agreement.
     However, Fidelity reserves the right to charge a termination fee equal to a
     full year of fees identified under Articles I and II in the event the
     Employer terminates its relationship with Fidelity within one year after
     the Implementation Date.

     The implementation service fee in Article I will be billed during the
     implementation process. The administrative and trustee fees in Article II
     will become effective as of the later of the Plan's Effective Date in
     Section 1.01(g) of the Adoption Agreement or the Implementation Date. These
     fees shall be billed in arrears to the Employer quarterly.

     If payment of the aforementioned fees is not received by Fidelity within
     sixty days of receipt of Fidelity's quarterly invoice, or the fees are to
     be paid by the Participants, then the fees shall be paid from the Trust
     fund. Unless allocable to the accounts of particular Participants, such
     fees shall be charged against the respective accounts of all Participants
     in such reasonable manner as the Trustee may determine.

9.   DURATION AND AMENDMENT: This Agreement shall remain in effect for the
     remainder of the current calendar year and shall thereafter be
     automatically extended for successive one-year terms. Either party,
     however, by sixty days prior written notice to the other, may terminate
     this Agreement unless the receiving party agrees to a shorter notice
     period. This Agreement may be amended or modified at any time and from time
     to time by an instrument executed by the parties. Notwithstanding the
     foregoing, Fidelity reserves the right to (1) terminate this Agreement if
     the Employer's (qualified) Profit Sharing/401(k) Service Agreement is
     terminated and (2) amend unilaterally the fee schedule upon sixty days
     prior written notice to the Employer.

10.  BENEFICIARY DESIGNATION FORMS: The Employer or Plan Administrator will be
     responsible for physical custody of all Participant beneficiary designation
     forms.

11.  SERVICE PROVIDERS: Fidelity Management Trust Company is the Trustee of the
     Employer's Plan under CPR Select. Fidelity may use its affiliates in
     providing the services described in this Agreement.

                                       6


<PAGE>   20
SPECIMEN SIGNATURES

At least one person is required to be authorized to provide instructions to
Fidelity Management Trust Company regarding the CORPORATEplan for Retirement
Select Plan Account. Only the following person(s) designed below is/are
authorized to advise Fidelity on all plan administrative matters:

NAME & TITLE                       SPECIMEN SIGNATURE

Todd H. Stills
-------------------------------    ----------------------------------
Assistant Vice President
-------------------------------

Thomas R. McCants, Jr.
-------------------------------    ----------------------------------
Vice President
-------------------------------

Thomas J. Little, Jr.
-------------------------------    ----------------------------------
Senior Vice President
-------------------------------


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

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


PROCEDURE FOR CHANGING SPECIMEN SIGNATURES:

The specimen signatures can be changed by the Employer at any time. To add to a
new authorized signer, the Employer must send a letter of instruction signed by
an authorized individual to the Account Manager, with an original specimen
signature of the new authorized signer. To delete or replace a signer, the
employer should identify the name(s) of the individual(s) who are no longer
authorized signer(s). The Employer must provide any change at least ten
business days prior to the date the change will become effective.


                                       7
<PAGE>   21

EXECUTION PAGE

(FIDELITY'S COPY)

This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts except to the extent such laws are superseded by Section 514 of
ERISA. This Agreement shall be effective for the Plan as of the later of the
Effective Date in Section 1.01 of the Adoption Agreement or the Implementation
Date.

In witness whereof, the parties hereto have caused this Agreement to be executed
by their duly authorized officers.


Employer:                               Employer:


EDWARD J. SEBASTIAN                     DAVID W. JOHNSON
-----------------------------           --------------------------------
(Print Name)                            (Print Name)

EDWARD J. SEBASTIAN                     DAVID W. JOHNSON
-----------------------------           --------------------------------
(Signature)                             (Signature)

Chairman                                Vice Chairman, Managing Director
-----------------------------           --------------------------------
(Title)                                 (Title)

  2/4/99                                  2/4/99
-----------------------------           --------------------------------
(Date)                                  (Date)


Note:  Only one authorized signature is required to execute this Agreement
       unless the Employer's corporate policy mandates two authorized
       signatures.

Fidelity Management Trust Company:

GARY L. YERKE
-----------------------------
(Print Name)

GARY L. YERKE
-----------------------------
(Signature)

Senior Legal Counsel
-----------------------------
(Title)

  3/23/99
-----------------------------
(Date)

<PAGE>   22

Execution Page

(Client's Copy)


This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts except to the extent such laws are superseded by Section 514 of
ERISA. This Agreement shall be effective for the Plan as of the later of the
Effective Date in Section 1.01 of the Adoption Agreement or the Implementation
Date.

In witness whereof, the parties hereto have caused this Agreement to be executed
by their duly authorized officers.


EMPLOYER:                                     EMPLOYER:



Edward J. Sebastian                           David W. Johnson
---------------------------------             ---------------------------------


/s/ Edward J. Sebastian                       /s/ David W. Johnson
---------------------------------             ---------------------------------
(Signature)                                   (Signature)


Chairman                                      Vice Chairman, Managing Director
---------------------------------             ---------------------------------
(Title)                                       (Title)


2/4/99                                        2/4/99
---------------------------------             ---------------------------------
(Date)                                        (Date)


Note:     Only one authorized signature is required to execute this Agreement
          unless the Employer's corporate policy mandates two authorized
          signatures.

FIDELITY MANAGEMENT TRUST COMPANY:


Gary L. Yerke
---------------------------------
(Print Name)


/s/ Gary L. Yerke
---------------------------------
(Signature)


Senior Legal Counsel
---------------------------------
(Title)


3/23/99
---------------------------------
(Date)

NOTE:     This page should be signed by both the Employer and Fidelity. The
          Employer should forward this page to Fidelity after signing it.
          Fidelity will return it to the Employer after it is executed by an
          authorized Fidelity representative.



                                       9