<PAGE> 1
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
2000 ELECTION FORM
NAME: SOCIAL SECURITY NO:
____________________________________ ___________________
COMPLETE SECTIONS A, B, C AND D OF THIS FORM. IN ORDER TO BE EFFECTIVE, YOU MUST
SUBMIT YOUR COMPLETED FORM BY JUNE 30, 2000.
A. DEFERRED COMPENSATION
TO COMPLETE THIS SECTION, INDICATE THE TOTAL AMOUNT THAT YOU WANT TO
DEFER FROM THE AMOUNTS OTHERWISE PAYABLE TO YOU IN 2000.
I elect to defer the following amounts otherwise payable to me in 2000
(select all that apply):
1. $ _________________ of the retainer payable to me for the last
two quarters of 2000.
2. All of the retainer payable to me for the last two quarters of
2000.
3. $ _________________ of the meeting fees payable to me for the
last two quarters of 2000.
4. All of the meeting fees payable to me for the last two
quarters of 2000.
5. $_________________ of the tax gross-up bonus payable to me in
2000 under the Outside Director Life Insurance Program.
6. All of the tax gross-up bonus payable to me in 2000 under the
Outside Director Life Insurance Program.
B. INVESTMENT ELECTION
TO COMPLETE THIS SECTION, INDICATE THE PERCENTAGE OF THE TOTAL AMOUNT
YOU ELECTED TO DEFER THAT YOU WANT TO INVEST IN THE EQUITY INDEX
ACCOUNT OR FIXED ACCOUNT.
JUNE 2000 PAGE 1 OF 4
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I ELECT TO ALLOCATE MY DEFERRAL AMOUNTS AS FOLLOWS (USE INCREMENTS OF
25% AND THE TOTAL MUST EQUAL 100%).
_______% EQUITY INDEX ACCOUNT
_______% FIXED ACCOUNT
C. FORM OF PAYMENT AND TIMING FOR DEFERRALS
COMPLETE PART 1 OF THIS SECTION TO INDICATE WHETHER YOU WANT TO RECEIVE
YOUR DEFERRAL PAYMENT IN A LUMP SUM OR ANNUAL INSTALLMENTS, AND
COMPLETE PART 2 OF THIS SECTION TO INDICATE WHEN YOU WOULD LIKE TO
RECEIVE YOUR DEFERRED COMPENSATION DISTRIBUTION.
1. FORM OF DISTRIBUTION
INDICATE THE FORM OF DISTRIBUTION FOR YOUR DEFERRED
COMPENSATION. YOU CAN ELECT TO RECEIVE PAYMENT IN A LUMP SUM
OR IN UP TO 10 ANNUAL INSTALLMENTS.
I ELECT TO RECEIVE PAYMENT OF MY DEFERRED COMPENSATION AS
FOLLOWS (SELECT A OR B):
A. [ ] IN A LUMP SUM.
B. [ ] IN _________ (SPECIFY NUMBER NOT EXCEEDING 10)
ANNUAL INSTALLMENTS.
2. TIMING OF DISTRIBUTION
INDICATE WHETHER YOU WANT TO RECEIVE YOUR FIRST INSTALLMENT
(OR YOUR ENTIRE AMOUNT, IF YOU ELECT TO RECEIVE PAYMENT IN A
LUMP SUM) OF YOUR DEFERRED COMPENSATION IN A SPECIFIC YEAR OR
IN THE YEAR FOLLOWING TERMINATION OF YOUR BOARD SERVICE.
NOTWITHSTANDING AN ELECTION TO THE CONTRARY, IF YOU ELECT TO
RECEIVE PAYMENT IN A SPECIFIC YEAR AND TERMINATE BOARD SERVICE
BEFORE THAT YEAR, YOU WILL RECEIVE PAYMENT OF YOUR ACCOUNT AS
IF YOU HAD ELECTED TO RECEIVE PAYMENT AT TERMINATION OF
SERVICE.
I ELECT TO RECEIVE THE FIRST INSTALLMENT (OR MY ENTIRE
ACCOUNT, IF I ELECT A LUMP SUM) OF MY DEFERRED COMPENSATION
(SELECT A OR B):
A [ ] IN A SPECIFIC YEAR ______________ (SPECIFY YEAR).
B. [ ] FOLLOWING MY TERMINATION OF SERVICE ON THE BOARD OF
DIRECTORS.
JUNE 2000 PAGE 2 OF 4
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D. DEATH BENEFITS
IN THIS SECTION, DESIGNATE A BENEFICIARY TO RECEIVE ANY DEATH BENEFITS
PAYABLE FROM YOUR DEFERRED COMPENSATION ACCOUNT.
If I die prior to the receipt of all payments to which I am entitled
under the Plan, payments shall be made to (select one):
a. My estate
b. The following beneficiary or beneficiaries (if multiple
beneficiaries, indicate percentage interest for each):
Primary beneficiary(ies): ____________________________________
______________________________________________________________
______________________________________________________________
Contingent beneficiary(ies): _________________________________
______________________________________________________________
______________________________________________________________
My account balance shall be paid to my beneficiary (select one):
a. In a lump sum
b. In _____________ (specify number not exceeding 10) annual
installments
Notwithstanding the above, if my death occurs after I have begun
receiving payments with respect to amounts deferred during a Cycle, the
amount remaining for that Cycle shall continue to be paid in accordance
with my payment election, subject to the beneficiary's ability to
request a lump sum distribution.
If I fail to designate a beneficiary as provided above, or if my
beneficiary designation is revoked by divorce or otherwise without
execution of a new designation, or if all my designated beneficiaries
predecease me, then the distribution of such benefits shall be made to
my estate in a lump sum. If a designated beneficiary survives me but
dies before receiving a complete distribution of my benefits, the
remaining account balance shall be paid to the estate of such
beneficiary in a lump sum.
I reserve the right to change this designation of beneficiary at any
time by completing a Beneficiary Designation Form. The filing of a new
Beneficiary Designation Form for a Cycle will cancel all previously
filed beneficiary designations relating to such Cycle.
June 2000 Page 3 of 4
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E. ACKNOWLEDGMENT
SIGN AND DATE IN THIS SECTION.
I agree to be bound by the terms and conditions of the Plan and agree
that such terms and conditions shall be binding upon my beneficiaries
and personal representatives. I further acknowledge that the receipt of
this election form is not intended to indicate the amount of incentive
compensation that I will receive, or that an award will be made.
I further acknowledge that any deferred compensation that I allocate to
the Equity Index Account can increase or decrease in value.
------------------------------------------- -----------------------
Signature of Employee Date
MAIL COMPLETED FORM BY JUNE 30, 2000 TO:
THE AYCO COMPANY, L.P.
MANAGEMENT BENEFIT SERVICES
MS020
P. O. BOX 8009
CLIFTON PARK, NY 12065-8009
800-342-2779
JUNE 2000 PAGE 4 OF 4
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RESOURCE BANCSHARES MORTGAGE GROUP, INC.
OUTSIDE DIRECTOR DEFERRED COMPENSATION PLAN
SUMMARY
RBMG adopted the Outside Director Deferred Compensation Plan (the "Plan") to
allow directors who are not employees of RBMG the opportunity to defer cash
compensation otherwise payable to them currently. Amounts deferred will not be
subject to tax until paid out. The features of the Plan are reviewed in this
summary.
- ELIGIBILITY. All directors who are not employees of RBMG are eligible
to participate in the Plan.
- AMOUNTS THAT CAN BE DEFERRED. A director can elect to defer all or a
portion of the cash compensation payable to him or her. This includes
the cash retainer, meeting fees, and any tax gross-up bonus payable to
the director under the Outside Director Life Insurance Program.
- ELECTION TO DEFER. The initial election to defer will apply to any
retainer and meeting fee amounts for the last two quarters of the year
2000, as well as any Outside Director Life Insurance program tax
gross-up bonus payable for 2000. An election to defer any amounts
payable in each future year will be made by the end of the prior year.
- PAYMENT OF DEFERRED AMOUNTS. A director will elect the time of payment
for deferred amounts when the deferral election is made. Payment will
be made at the earlier of the specific year elected by the director or
when the director terminates board service. A director can elect to
receive payment in a single sum or in up to 10 annual installments.
- INVESTMENT OF DEFERRED AMOUNTS. A participant can elect to invest any
deferred amounts in one or both of two investment funds. The choices
are as follows:
- THE EQUITY INDEX ACCOUNT provides a rate of return assuming
the deferred amount is invested in the AGSPC Stock Index Fund
available in the Platinum Investor variable life insurance
policies issued by American General Life Insurance Company.
This fund attempts to duplicate the performance of the S&P 500
Index. Since this is a stock investment fund, amounts
allocated to this investment can realize gains or losses.
Also, although the fund attempts to duplicate the performance
of the S&P 500 Index, there can be no assurance that the
objective will be achieved. Recent performance of the AGSPC
Stock Index Fund is as follows (past returns are not an
assurance of possible future performance):
JUNE 2000 -1-
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<TABLE>
<CAPTION>
YTD 04/30/00 1999 1998 1997
------------ -------- -------- --------
<S> <C> <C> <C>
(0.9)% 13.6% 28.4% 33.1%
</TABLE>
- THE FIXED ACCOUNT provides a rate of return assuming the
deferred amount is invested in the AGL Declared Fixed Interest
Account available in the Platinum Investor variable life
insurance policies issued by American General Life Insurance
Company. The rate payable is a rate declared by American
General based on its investment performance in its general
investment account. This investment option provides for a
fixed rate of return with no principal risk (other than the
principal risk associated with being a general creditor of
RBMG with respect to deferred amounts and earnings). The fixed
rate has been as follows in recent years (past rates are not
an assurance or representation of possible future rates):
<TABLE>
<S> <C>
January 1, 1998 - September 30, 1998 5.85%
October 1, 1998 - September 23, 1999 5.60%
September 24, 1999 - December 31, 1999 6.10%
January 1, 2000 - Present 6.35%
</TABLE>
Deferred amounts can be invested in one fund, or can be allocated
between the funds in 25% increments. Investment elections can be
changed once each year as to prior deferred amounts.
It is important to note that a participant's deferred amounts are not
actually invested in the funds. Rather, the return on the deferred
amounts is determined as if the amounts were hypothetically invested in
the funds. Even if RBMG decides to invest in the actual funds to
informally fund its obligations to directors who defer amounts under
the Plan, any such funds belong to and are general assets of RBMG, and
neither a participating director nor his or her beneficiaries will have
any interest in such funds or any other assets of RBMG as a result of
deferring amounts under the Plan, except as a general creditor of RBMG.
- ACCESS TO FUNDS. An election to defer is irrevocable. However, a
director can request access to funds before the elected payment time if
he or she has a severe financial hardship. Also, a director can access
his or her entire account at any time subject to a 10% penalty and a
one year exclusion from participating in the plan.
- PAYMENT AT DEATH. If a director has an account balance in the Plan at
the time of his or her death, the balance will be paid to the
director's designated beneficiary. Payment to a beneficiary can be in a
single sum or installments, as elected by the director. However, if a
director has already begun to receive installment payments, payments
will continue for the remaining number of installments.
JUNE 2000 -2-
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- INFORMAL FUNDING OF PLAN. RBMG intends to purchase variable life
insurance policies on some or all of the participants, and to invest
the policy cash values to attempt to duplicate the returns achieved by
the participants based on their investment elections for deferred
amounts, as a means of informally funding the Plan obligations. Any
such policies and cash values are the property of and part of the
general assets of RBMG, and neither the directors nor their
beneficiaries will have any interest in such policies or funds or any
other assets of RBMG as a result of participating in the Plan.
- GENERAL CREDITOR STATUS. A director's status with regard to deferred
amounts and any earnings thereon is as a general unsecured creditor of
RBMG, and neither a director nor his or her beneficiaries will have any
rights to any specific assets of RBMG (including any assets acquired or
identified by RBMG to informally fund RBMG's liabilities under the
Plan) as a result of participating in the Plan.
- ENROLLMENT. To enroll in the Plan, a director must return a 2000
Enrollment Form to our Plan Administrator, The Ayco Company, L.P., by
June 30. An addressed envelope is included with this form. For the year
2000, a participant can elect to defer any retainer or meeting fee
amounts payable for the last two quarters of 2000, as well as any tax
gross-up bonus payable under the Outside Director Life Insurance
program for 2000. In enrolling in the Plan, a director consents to
allow RBMG to acquire life insurance on his or her life as informal
funding for its liabilities under the Plan, and to provide any
necessary information and submit to any medical tests in order to allow
RBMG to secure the coverage. (It is expected that most or all directors
who enroll in the Outside Director Life Insurance Plan can qualify for
any coverage secured by RBMG under this Plan without any additional
medical requirements.)
QUESTIONS ABOUT THE PROGRAM CAN BE DIRECTED TO GARY HIND OR PATRICK JOYNT AT
AYCO, WHO CAN BE REACHED BETWEEN 9:00 AM AND 4:00 PM EASTERN TIME AT
800-342-2779.
JUNE 2000 -3-
