STATE OF SOUTH CAROLINA ) FIRST AMENDMENT TO THE ) AMENDED AND RESTATED PLAN COUNTY OF RICHLAD ) THIS AGREEMENT, made as of this _____ day of November, 1996, by RESOURCE BANCSHARES MORTGAGE GROUP, INC. (the "Company")

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                                                                    EXHBIT 10.35


STATE OF SOUTH CAROLINA           )                FIRST AMENDMENT TO THE
                                  )                AMENDED AND RESTATED 
PLAN
COUNTY OF RICHLAD                 )




         THIS AGREEMENT, made as of this _____ day of November, 1996, by
RESOURCE BANCSHARES MORTGAGE GROUP, INC. (the "Company")


                                  WITNESSETH:


         WHEREAS, the Company maintains the Resource Bancshares Mortgage Group,
Inc. Retirement Savings Plan, effective as of July 1, 1993 (the "Plan") for the
benefit of the eligible employees; and

         WHEREAS, effective April 1, 1996, the Company amended and restated the
Plan into a prototype plan utilizing the Fidelity Prototype Plan Basic Plan
Document No. 07 and the applicable adoption agreement (the "Restated Plan");
and

         WHEREAS, in the opinion of the Board of Directors of the Company, the
provisions of the Restated Plan should be amended so as to clarify the Restated
Plan's eligibility requirements and vesting provisions by authorizing the award
of credit for service with Resource Bancshares Corporation; and

         WHEREAS, in Section 10.1 of the Restated Plan, the Company reserved
the right by action of its Board of Directors to amend the Restated Plan.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company covenants and agrees that the Restated
Plan as set forth is amended as follows:

         1.      Effective April 1, 1996, Section 1.08 of the Adoption
                 Agreement shall be amended by inserting:

                          (a)     Resource Bancshares Corporation ("RBC").

         The Company reserves the right by action of the Board of Directors to
amend at any time any of the terms and provisions of this First Amendment.
Except as expressly or by necessary implication amended hereby, the Restated
Plan shall continue in full force and effect.
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         IN WITNESS WHEREOF, the Company has caused this 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:


-----------------------------------
Xxxx X. Xxxxxx, Secretary





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