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EXHIBIT 10.53
MERGER AND TRANSFER AGREEMENT
BETWEEN THE RESOURCE BANCSHARES MORTGAGE GROUP, INC.
AND
FIDELITY MANAGEMENT TRUST COMPANY
Resource Bancshares Mortgage Group, Inc. (the "Corporation") makes this
Merger and Transfer Agreement (the "Transfer Agreement") in its capacity as the
sponsor of the RBMG, Inc. Phantom 401(k) Plan (the "Phantom Plan") and the
Resource Bancshares Mortgage Group, Inc. Nonqualified Deferred Compensation Plan
(the "Nonqualified Plan") and Fidelity Management Trust Company (the "Trustee")
makes this Transfer Agreement, as the Trustee under the Trust Agreement between
Resource Bancshares Mortgage Group, Inc. and Fidelity Management Trust Company,
dated March 31, 1999 (the "Trust").
WITNESSETH
WHEREAS, the Corporation deems it in the best interest of the plan
administration of the Phantom Plan and the Nonqualified Plan to merge the
Phantom Plan into the Nonqualified Plan;
NOW, THEREFORE, for and in consideration of the premises, the Corporation,
acting in its respective capacities on behalf of the Phantom Plan and the
Nonqualified Plan, and the Trustee on behalf of the Trust, hereby agrees as
follows:
(1) MERGER OF PHANTOM PLAN INTO NONQUALIFIED PLAN. Pursuant to resolutions
adopted on July 27, 1999 by the Board of Directors of the Corporation, effective
October 1, 1999, certain provisions of the Phantom Plan will be amended so as to
be identical to the provisions of the Nonqualified Plan and, immediately
thereafter, the Phantom Plan shall be merged into the Nonqualified Plan. Upon
the merger, the Phantom Plan shall thereupon cease to exist and the Nonqualified
Plan shall be the surviving plan. Upon the completion of the merger, all
benefits previously payable under the Phantom Plan shall become payable under
the Nonqualified Plan.
(2) PARTICIPANTS' ACCOUNTS. With respect to the account balance
of a participant under the Nonqualified Plan, the following conditions shall
apply:
(a) Immediately after the merger, participants of the Nonqualified Plan
that were participants of the Phantom Plan shall be credited with a Transfer
Account equal to the participant's Contribution Credits Account (as defined in
Section 1.5 of the Phantom Plan) as of September 30, 1999.
(b) Subject to the provisions of the Nonqualified Plan and the eventual
combination of the Transfer Account with the participant's account, amounts
initially credited to the Transfer Account shall be invested in accordance with
the participant's investment directions under the Nonqualified Plan as of
October 1, 1999. Thereafter, the investment of amounts credited to the Transfer
Account shall be governed by participant directions pursuant to the provisions
of the Nonqualified Plan.
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(c) Until mutually agreed to by the Trustee and the Corporation (in its
capacity as the Administrator), the Trustee and/or Administrator shall maintain
for each employee a separate Transfer Account to properly reflect the amounts in
the participants' accounts after the merger of the plans.
(3) CONTRIBUTION TO NONQUALIFIED PLAN. As soon as practical on or after
October 1, 1999, the Corporation shall contribute and transfer directly to the
Trustee on behalf of the Trust a contribution in the amount equal to the sum of
the participants' Contribution Credits Accounts (as defined in Section 1.5 of
the Phantom Plan) as of September 30, 1999.
(4) HOLDING AND INVESTMENT OF ASSETS. The Trustee shall hold, invest,
administer and distribute the assets contributed and transferred pursuant to
this Transfer Agreement in accordance with the terms of the Nonqualified Plan.
(5) BENEFITS. Upon the completion of the merger, the distribution of
benefits attributable to benefits that accrued under the Phantom Plan shall be
governed by the provisions of the Nonqualified Plan.
(6) BINDING EFFECT. The terms and conditions of this Transfer Agreement
shall bind the Corporation (and its successors) and the Trustee (and its
successors) and shall operate as if fully set forth within the Nonqualified
Plan.
(7) EFFECTIVE DATES. This Transfer Agreement shall be effective upon the
execution of both parties. The merger of the Phantom Plan into the Nonqualified
Plan shall take place on October 1, 1999 and the contributions described herein
shall take place as soon as practical on or after October 1, 1999.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this
Transfer Agreement as of the day and year indicated below.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By: ________________________________
Date: ______________________________
FIDELITY MANAGEMENT TRUST COMPANY
By: ________________________________
Date: ______________________________
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