<PAGE> 1
Exhibit 10.19(B)
STATE OF SOUTH CAROLINA )
) SECOND AMENDMENT
COUNTY OF RICHLAND )
THIS FIRST AMENDMENT, made as of this _____ day of May, 2000, by
RESOURCE BANCSHARES MORTGAGE GROUP, INC. (the "Corporation")
W I T N E S S E T H:
WHEREAS, the Corporation maintains the Resource Bancshares Mortgage
Group, Inc. Supplemental Executive Retirement Plan, effective as of January 1,
1998 (the "SERP") for the benefit of the eligible employees; and
WHEREAS, the Corporation desires to amend the SERP so as to offset
benefits under the SERP by certain additional benefits that will be provided
through the Resource Bancshares Mortgage Group, Inc. Retirement Savings Plan;
and
WHEREAS, in Section 6.1 of the SERP, the Corporation reserved the right
by action of the Management Compensation Committee (or, in the absence of a
Management Compensation Committee, the Board of Directors of the Corporation) to
amend the SERP.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Corporation covenants and agrees that the SERP
as set forth is amended as follows:
1. Effective as of May 31, 2000, Section 2.1(b)(21) of the SERP shall
be amended by deleting the section in its entirety and inserting the following
in its place:
"(21) Other Retirement Benefits means, with respect to a Participant
(whether or not the Participant elects to receive such
benefits at Normal Retirement, Early Retirement or retirement
pursuant to Section 4.4), the sum of (a), (b) and (c) as
follows:
(a) the benefit payable by the Retirement Plan to such
Participant expressed as an annual benefit payable as of the
Benefit Commencement Date as a Qualified Joint and Survivor
Annuity, and
(b) the benefit payable by the Pension Restoration Plan to such
Participant expressed as an annual benefit payable as of the
Benefit Commencement Date as a Qualified Joint and Survivor
Annuity, and
(c) the non-matching Corporation funded benefit payable by the
Retirement Savings Plan to such Participant expressed as an
annual benefit payable as of the Benefit Commencement Date
as a
<PAGE> 2
Qualified Joint and Survivor Annuity. For purposes of this
subsection (c), the non-matching Corporation funded benefit
shall be determined as follows:
All Corporation contributions (excluding elective deferrals
and matching contributions on those deferrals) credited to a
Participant's account in the Retirement Savings Plan for a
Plan Year shall be assumed to have been made as of the last
day of the respective Plan Year. Such contributions will be
accumulated with 8% interest from the date of each
contribution up to the Benefit Commencement Date of the
Participant and then converted to an annual benefit as a
Qualified Joint and Survivor Annuity (using the actuarial
equivalence basis as defined in the Retirement Plan for other
than lump sum calculations).
The determination of the value of the joint and survivor annuities
shall be based on the actuarial equivalence factors as defined in the
Retirement Plan."
2. Effective as of May 31, 2000, Section 2.1 of the SERP shall be
amended by adding the following subsection (32) at the end of the section:
"(32) Retirement Savings Plan means the Resource Bancshares Mortgage
Group, Inc. Retirement Savings Plan, as amended from time to time."
3. The Corporation reserves the right by action authorized under the
SERP to amend at any time any of the terms and provisions of this Second
Amendment. Except as expressly or by necessary implication amended hereby, the
SERP shall continue in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this First Amendment to
be executed by its duly authorized officers as of the day and year first above
written.
RESOURCE BANCSHARES
MORTGAGE GROUP, INC.
By:
-----------------------------------
-----------------------------------
[CORPORATE SEAL]
ATTEST:
-------------------------
John W. Currie, Secretary
2
