Preferred Provider Organization Plan

RESOURCE BANCSHARES MORTGAGE GROUP, INC.


Preferred Provider Organization Plan (PPO)
for Retired Executives


May 1, 1998


UNITEDhealthcare(R)


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Table of Contents


Certification........................................................ 3


Schedule of Benefits ................................................ 4
Effective Date of this Plan ................................... 4
Medical Benefits .............................................. 4
Mental Health Benefits ........................................ 5
Pregnancy Benefits ............................................ 5
Preventive Health Care Benefits ............................... 5
Family Planning Benefits ...................................... 6
Prescription Drug Benefits .................................... 6
Transplant Benefit Management Program ......................... 6
Coverage under the Former Plan ................................ 6


Eligibility ......................................................... 7
Eligible Employees ............................................ 7
Eligible Dependents ........................................... 7
Cost of Coverage .............................................. 7
Enrollment Requirements ....................................... 7
Enrollment Periods ............................................ 8
Effective Date of Employee Coverage ........................... 9
Effective Date of Dependent Coverage .......................... 9
Qualified Medical Child Support Order ......................... 9
Special Provision for Newborn Children ........................ 9


Utilization Review .................................................. 10
Notification .................................................. 10
Mental Disorder Treatment ..................................... 12


Preferred Provider Plan ............................................. 13
Network Benefits .............................................. 14
Non-Network Benefits .......................................... 14


Medical Benefits .................................................... 15
Copayments and Deductibles .................................... 15
Out-of-Pocket Feature ......................................... 16
Maximum Benefit ............................................... 17
Covered Services and Supplies ................................. 17


Mental Health Benefits .............................................. 24
Additional Covered Services and Supplies ...................... 24


Pregnancy Benefits .................................................. 25
Additional Covered Services and Supplies ...................... 25


Family Planning Benefits ............................................ 26
Covered Services and Supplies ................................. 26


Preventive Health Care Benefits ..................................... 26
Covered Services and Supplies ................................. 27


Prescription Drug Benefits .......................................... 27
Copayments .................................................... 27
Network Pharmacy .............................................. 27
Non-Network Pharmacy .......................................... 28
Mail Service Network Pharmacy ................................. 28
Supply Limits ................................................. 28
Glossary ...................................................... 29
Not Covered ................................................... 30


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Transplant Benefit Management Program ............................... 30


General Exclusions and Limitations .................................. 32


Claims Information .................................................. 35
How to File a Claim ........................................... 35
When Claims Must be Filed ..................................... 35
How and When Claims Are Paid .................................. 36
Legal Actions ................................................. 36
Incontestability of Coverage .................................. 36
Review Procedure for Denied Claims ............................ 36


Coordination of Benefits ............................................ 37
Definitions ................................................... 37
How Coordination Works ........................................ 37
Which Plan Pays First ......................................... 38
Right to Exchange Information ................................. 39
Facility of Payment ........................................... 39
Right of Recovery ............................................. 39


Recovery Provisions ................................................. 39
Refund of Overpayments ........................................ 39
Subrogation ................................................... 40


Effect of Medicare and Government Plans ............................. 40
Medicare ...................................................... 40
Government Plans (other than Medicare and Medicaid) ........... 42


Termination of Coverage ............................................. 42
Employee Coverage ............................................. 42
Dependent Coverage ............................................ 42


Extended Benefits ................................................... 43


Conversion Coverage ................................................. 43
Conditions for Conversion ..................................... 44
How to Apply .................................................. 45
Limitations ................................................... 45
Conversion Coverage for Medicare Eligibles .................... 46


Glossary ............................................................ 46


Continuation of Health Coverage (COBRA) ............................. 56


Summary Plan Description ............................................ 59


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- - -------------------------------------------------------------------------------- Certification


CERTIFICATE OF INSURANCE


for Employees of


Resource Bancshares Mortgage Group,
Inc.


(called the Employer)


insured by


UNITED HEALTHCARE INSURANCE COMPANY
Hartford, Connecticut
(called the Company)


United HealthCare Insurance Company has issued Group Policy No. GA-187129G.
It covers certain Employees of the Employer.


This Certificate of Insurance describes the benefits and provisions of the
policy. Additional benefits and provisions may apply based on the
requirements of


-- The state where the policy is issued.


-- The state where the Employee lives.


These state benefits and provisions are described in separate Amendments.
See the Employer for details.


This is a Covered Person's Certificate of Insurance only while that person
is insured under the policy. Dependent benefits apply only if the Employee
is insured under the Employer's Plan for Dependent Benefits.


This Certificate describes the Plan in effect as of May 1, 1998 for Retired
Executives enrolled in the Preferred Provider Organization Plan. It is void
if issued to any other Employee.


This Certificate replaces any and all Certificates previously issued for
Employees under the plan.


UNITED HEALTHCARE INSURANCE COMPANY


/s/ Ben B. Cuy


President and CEO


C-CE1, C-SB2, C-EL1SC, C-EL6, C-RE1, C-PP1, C-MB1, C-MH1, C-PB1, C-FP1,
C-PH1, C-PD5, C-TB1, C-GE1SC, C-CI1, C-CB1SC, C-RP1SC, C-EM1, C-TE1, C-EB1,
C-CR1, C-GL1,


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- - -------------------------------------------------------------------------------- Schedule of Benefits


Effective Date of this Plan


May 1, 1998


Medical Benefits


============================================================================
MAXIMUM BENEFITS
----------------------------------------------------------------------------
Lifetime Maximum Benefit $2,000,000
----------------------------------------------------------------------------
Durable Medical Equipment - Calendar Year Maximum $ 50,000
----------------------------------------------------------------------------
Nursing Services - Lifetime Maximum $ 50,000
----------------------------------------------------------------------------
DEDUCTIBLES AND OUT-OF-POCKET MAXIMUMS
----------------------------------------------------------------------------
Non-Network Individual Deductible $ 250
----------------------------------------------------------------------------
Non-Network Family Deductible $ 750
----------------------------------------------------------------------------
Non-Notification Deductible
(Applicable only if Medical Management is not
notified as required. It does not count toward
the Out-of-Pocket Feature.) $ 500
----------------------------------------------------------------------------
Network Individual Out-of-Pocket Maximum $ 1,000
----------------------------------------------------------------------------
Network Family Out-of-Pocket Maximum $ 3,000
----------------------------------------------------------------------------
Non-Network Individual Out-of-Pocket Maximum $ 2,000
----------------------------------------------------------------------------
Non-Network Family Out-of-Pocket Maximum $ 6,000
----------------------------------------------------------------------------
COPAYMENTS
----------------------------------------------------------------------------
Office Visit Copayment $ 10
----------------------------------------------------------------------------
Emergency Room Copayment $ 50
----------------------------------------------------------------------------
PERCENTAGE OF COVERED EXPENSES PAYABLE BEFORE DEDUCTIBLES ARE SATISFIED
----------------------------------------------------------------------------
Independent Labs, X-Rays and MRI Facilities 100%
----------------------------------------------------------------------------
Durable Medical Equipment 100%
----------------------------------------------------------------------------
Home Health Care*


*The care must be recommended by Medical
Management 100%


============================================================================


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============================================================================
PERCENTAGE OF COVERED EXPENSES PAYABLE FOR PREVENTIVE HEALTH CARE
----------------------------------------------------------------------------
Services received from a Network Physician
(The Office Visit Copayment applies.) 100%
============================================================================


============================================================================
PERCENTAGE OF COVERED EXPENSES PAYABLE AFTER
DEDUCTIBLES/COPAYMENTS ARE SATISFIED
----------------------------------------------------------------------------
Network Non-Network
----------------------------------------------------------------------------
Office Visits 100% 70%
----------------------------------------------------------------------------
Physician's Services 90% 70%
----------------------------------------------------------------------------
Hospital Services 90% 70%
----------------------------------------------------------------------------
Ambulatory Surgical Center Services 90% 70%
----------------------------------------------------------------------------
Home Health Care Provider Services
(including home IV therapy) 90% 70%
----------------------------------------------------------------------------
Hospice Care Provider Services 90% 70%
----------------------------------------------------------------------------
Physical Therapist Services 90% 70%
----------------------------------------------------------------------------
Rehabilitation Facility Services 90% 70%
----------------------------------------------------------------------------
Skilled Nursing Facility Confinement Services 90% 70%
----------------------------------------------------------------------------
All Other Covered Expenses for Medical
Benefits 90% 70%
============================================================================


Mental Health Benefits


============================================================================
MAXIMUM BENEFITS EACH CALENDAR YEAR
----------------------------------------------------------------------------
Inpatient 30 days
----------------------------------------------------------------------------
Outpatient 30 visits
============================================================================


Mental Health Benefits are subject to the same Cash Deductibles and
Percentages as Medical Benefits. There is no Out-of-Pocket Maximum
applicable to Mental Health Benefits.


Pregnancy Benefits


Pregnancy Benefits are payable in the same manner as Medical Benefits.


Preventive Health Care Benefits


Preventive Health Care Benefits are payable in the same manner as Medical
Benefits.


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Family Planning Benefits


Family Planning Benefits are payable in the same manner as Medical Benefits.


Prescription Drug Benefits


Prescription Drug Benefits are payable as described in the section
Prescription Drug Benefits.


Transplant Benefit Management Program


Benefits for Qualified Procedures performed at a Designated Transplant
Facility are payable at 100% of Covered Expenses without application of
deductibles.


Coverage under the Former Plan


This section applies only to persons covered under this Employer's prior
group plan (called the Former Plan) in effect on the day before the
Effective Date of this Plan. The coverage described in this Certificate
replaces the coverage under the Former Plan.


Coverage and benefits paid under the Former Plan will be considered as
coverage and benefits paid under this Plan for figuring the following under
any benefits of this Plan:


-- Benefit limits and maximum amounts. Any Covered Expenses applied toward
the benefit limits or maximum amounts under the Former Plan are applied
to those same benefit limits or maximum amounts under this Plan.


-- Coinsurance percentage.


A person may have satisfied or partially satisfied an out-of-pocket maximum
or a deductible requirement under the Former Plan. Expenses counted toward
either of them under the Former Plan will be counted toward them under this
Plan. They will be counted under this Plan the same way they were counted
under the Former Plan.


Certain children will be included as Eligible Dependents under this Plan
regardless of age. The child must have been covered under the Former Plan.
The child must meet the following conditions:


-- The child is mentally or physically incapacitated.


-- The child is not capable of self-support.


-- The child depends mainly on the Employee for support.


The Employee must give the Company proof that the child meets these
conditions when requested.


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- - -------------------------------------------------------------------------------- Eligibility


Eligible Employees


All Retired Executive Employees* of the Employer enrolled in the Preferred
Provider Organization (PPO) Plan.


* Whenever the term "Employee(s) is used in this certificate, it means a
Retired Employee as defined in the Glossary.


Employees must reside in the United States.


Eligible Dependents


Dependents are:


-- A wife or husband of an eligible Employee.


-- Any unmarried child from birth until the end of the month following the
19th birthday of the child of an eligible Employee.


-- An unmarried child until the end of the month following the 25th
birthday of the child of an eligible Employee, if the child is a
registered student in regular full-time attendance at school. The child
must be mainly dependent on the Employee for care and support. The child
cannot be employed on a regular full-time basis by one or more employers
for a total of 30 or more hours per week.


-- Child includes the following:


-- A stepchild who resides in the eligible Employee's home.


-- A legally adopted child. (A child is considered legally adopted on
the earlier of the date of placement or the date the legal adoption
proceedings have been started.)


-- Any other child related to an eligible Employee, mainly dependent on
the eligible Employee for care and support and residing in the
eligible Employee's home.


Dependents must reside in the United States.


Cost of Coverage


The coverage under this Plan is contributory. This means that Employees must
make contributions toward the cost of coverage.


Enrollment Requirements


The date the person is enrolled under this Plan.


Employee Coverage


An Employee enrolls for Employee coverage by:


-- completing an enrollment form, and


-- giving the form to the Employer.


An Employee's enrollment is either timely or late.


An Employee is considered a timely enrollee if he or she enrolls during
either the Initial Eligibility Period or a Special Enrollment Period.


An Employee is considered a late enrollee when he or she enrolls during the
Annual Enrollment Period.


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Dependent Coverage


An Employee must enroll for coverage as an Employee in order to enroll his
or her Dependents. If a husband and wife are both eligible Employees, only
one may enroll Dependents for coverage.


No person can be covered both as an Employee and as a Dependent.


Initial Dependents are those family members who are eligible Dependents on
the date the Employee first becomes eligible for Employee coverage.


Subsequent Dependents are any family members who become Eligible Dependents
after the date the Employee first becomes eligible under this Plan.
Subsequent Dependents may be added during a Special Enrollment Period.


A Dependent's enrollment is either timely or late.


A Dependent is considered a timely enrollee when he or she is enrolled for
coverage during either the Initial Eligibility Period or a Special
Enrollment Period.


A Dependent is considered a late enrollee when he or she enrolls during the
Annual Enrollment Period.


Enrollment Periods


The Initial Eligibility Period is the 31-day period which begins on the date
the person is first eligible under this Plan.


Employees and/or Dependents who are not enrolled during the Initial
Eligibility Period or a Special Enrollment Period must wait until the next
Annual Enrollment Period to enroll for coverage.


The Annual Enrollment Period is designated by the Employer each year. It is
held before the start of each Plan Year. During this period, all eligible
Employees and Dependents can enroll for coverage.


Special Enrollment Periods are available to certain persons who have lost
other coverage and to certain dependents.


A Special Enrollment Period is available to a person who meets each of the
following conditions:


-- The Employee or Dependent was covered under a group health plan or had
health insurance coverage at the time coverage under this Plan was
previously offered to the Employee or Dependent.


-- The Employee stated in writing, at the time coverage was previously
offered, that the other coverage was the reason for declining enrollment
under this Plan. The Employer must have requested the statement at that
time. The Employer must have provided the Employee with notice of this
requirement (and its consequences) at that time.


-- The Employee's or Dependent's prior coverage was one of the following:


-- COBRA continuation which was exhausted.


-- Non-COBRA coverage which was terminated either as a result of loss
of eligibility for the coverage (including as a result of legal
separation, divorce, death, termination of employment, or reduction
in the number of hours of employment) or employer contributions
towards such coverage were terminated.


-- The Employee requests enrollment under this Plan not later than 31 days
after the date of the end of the COBRA continuation, termination of
coverage, or termination of Employer contribution.


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A Special Enrollment Period is available to Subsequent Dependents. The
Dependent Special Enrollment Period is the 31-day period which begins with
the date the person becomes a Dependent.


If a Subsequent Dependent is enrolled, the Employee must enroll at the same
time if not already covered. In addition, any of the Employee's other
Dependents may be enrolled at the same time, if not already covered, subject
to the same enrollment requirements.


Late Enrollees


A late enrollee can enroll only during an Annual Enrollment Period.


Effective Date of Employee Coverage


Employee coverage is effective on the first day of the month coincident with
or next following the latest of.


-- The Effective Date shown in Schedule of Benefits.


-- The date the Employee enrolls for coverage.


-- The date the Employee becomes a Retired Employee.


Effective Date of Dependent Coverage


Coverage for an Initial Dependent(s) is effective on the later of the
following dates:


-- The date the Employee becomes covered.


-- The date the Employee enrolls the Dependents.


Coverage for a Subsequent Dependent is effective as follows:


-- For a spouse, the first day of the month coincident or next following
the later of the date the spouse is enrolled and the date of marriage.


-- For a newborn child, the date of birth.


-- For an adopted child, the date of adoption or placement for adoption.


-- For any other child, the date the child becomes a Dependent.


Qualified Medical Child Support Order


If an Employee is required by a qualified medical child support order, as
defined in the Omnibus Budget Reconciliation Act of 1993 (OBRA 93), to
provide coverage for his/her children, these children can be enrolled as
timely enrollees as required by OBRA 93.


If the Employee is not already enrolled, the Employee may also enroll as a
timely enrollee at the same time.


Special Provision for Newborn Children


Plan Benefits are payable for a newborn child for 31 days after the child's
birth, even if the Employee has not enrolled the child.


If additional contributions are required from the Employee for the coverage
of that child, the Employee must enroll the child during the 31-day Special
Enrollment Period in order for the child to be a timely enrollee.


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- - -------------------------------------------------------------------------------- Utilization Review


Covered Services and Supplies under this ...