SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Resource Bancshares Mortgage Group, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials:

----------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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RESOURCE BANCSHARES MORTGAGE GROUP, INC.
7909 PARKLANE ROAD
COLUMBIA, SC 29223

---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 2001

---------------------

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Resource
Bancshares Mortgage Group, Inc. (the "Company") will be held at the offices of
the Company, 7909 Parklane Road, Columbia, South Carolina 29223, on Wednesday,
May 2, 2001 at 11:00 a.m., E.D.T. for the following purposes:

1. To elect four directors, two for three year terms and two for two year
terms;

2. To approve the Resource Bancshares Mortgage Group, Inc. Outside
Directors' Stock Option Plan;

3. To approve an amendment to the Amended and Restated Resource Bancshares
Mortgage Group, Inc. Omnibus Stock Award Plan to increase by 500,000 the
number of shares of common stock of the Company available for issuance
thereunder; and

4. To conduct such other business as properly may come before the meeting
and any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on March 15, 2001,
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting or any adjournment or adjournments thereof.

We hope that you will be able to attend the meeting. However, whether or
not you plan to attend, you are respectfully urged to sign, date and return the
enclosed proxy. The proxy may be revoked at any time prior to its exercise and,
if you attend the meeting, you may vote in person.

/s/ Douglas K. Freeman

Douglas K. Freeman
Chief Executive Officer and
Chairman of the Board

Columbia, South Carolina
April 6, 2001

IMPORTANT NOTICE
PLEASE SIGN, DATE AND MAIL YOUR PROXY PROMPTLY
3

RESOURCE BANCSHARES MORTGAGE GROUP, INC.
7909 PARKLANE ROAD
COLUMBIA, SOUTH CAROLINA 29223

---------------------

PROXY STATEMENT

---------------------

APRIL 6, 2001

The accompanying proxy is solicited by the Board of Directors for use at
the annual meeting of shareholders (the "Annual Meeting") of Resource Bancshares
Mortgage Group, Inc. (the "Company") to be held at the Company's offices, 7909
Parklane Road, Columbia, South Carolina 29223, on Wednesday, May 2, 2001 at
11:00 a.m., E.D.T., and at any adjournment or adjournments thereof.

At the Annual Meeting, the shareholders of the Company will be asked to
consider and vote upon the election of four directors, to approve the Resource
Bancshares Mortgage Group, Inc. Outside Directors' Stock Option Plan (the
"Outside Directors' Plan") and to approve an amendment (the "Omnibus Plan
Amendment") to the Amended and Restated Resource Bancshares Mortgage Group, Inc.
Omnibus Stock Award Plan (the "Omnibus Plan").

This proxy statement and the form of proxy are first being mailed to the
Company's shareholders on or about April 6, 2001.

PROXIES

The accompanying form of proxy is for use at the Annual Meeting. A
shareholder may use this proxy if he is unable to attend the meeting in person
or if he wishes to have his shares voted by proxy even if he attends the
meeting. The proxy may be revoked in writing by the person giving it any time
before the proxy is exercised by giving notice to the Company's Secretary, or by
submitting a proxy having a later date, or by such person appearing at the
meeting and electing to vote in person. All shares represented by valid proxies
received pursuant to this solicitation, and not revoked prior to their exercise,
will be voted in the manner specified therein. If no specification is made in
the proxy, the proxy will be voted "FOR" the election of the nominees for
directors listed herein, "FOR" approval of the Outside Directors' Plan and "FOR"
approval of the Omnibus Plan Amendment. The Board of Directors is not aware of
any other matters which may be presented for action at the meeting, but if other
matters do come properly before the meeting it is intended that shares
represented by proxies in the accompanying form will be voted by the persons
named in the proxy in accordance with their best judgment.

COSTS OF SOLICITATION

The Company will bear the costs of solicitation of proxies from its
shareholders. Solicitation of proxies may be made in person, by mail or by
telephone by officers, directors and regular employees of the Company who will
not be specially compensated in such regard. Nominees, fiduciaries and other
custodians will be requested to forward solicitation materials to the beneficial
owners and secure their voting instructions, if necessary, and will be
reimbursed for the reasonable expenses incurred in sending proxy materials to
the beneficial owners.

RECORD DATE AND VOTING RIGHTS

The Board of Directors of the Company has fixed the close of business on
March 15, 2001, as the record date for the determination of shareholders
entitled to receive notice of and to vote at the Annual Meeting. As of March 15,
2001, there were a total of 17,053,961 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), outstanding and entitled to vote at
the Annual Meeting. These shares were held by approximately 541 holders of
record. Each shareholder is entitled to one vote on each matter to come before
the meeting for each share of Common Stock held of record by such shareholder.
The presence in
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person or by proxy of the holders of a majority of the shares of Common Stock
issued and outstanding as of the record date and entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker non-votes
will be counted for the purposes of establishing a quorum. Broker non-votes,
however, will not be counted as shares present and entitled to vote with respect
to any matter on which the broker has expressly not voted. Thus, broker
non-votes will not affect the outcome of any matter voted upon at the Annual
Meeting. Directors are elected by a plurality of the votes cast by the holders
of shares of Common Stock at a meeting at which a quorum is present. "Plurality"
means that the individuals who receive the largest number of "FOR" votes are
elected as directors up to the maximum number of directors to be chosen at the
meeting. In order for the Outside Directors' Plan and the Omnibus Plan Amendment
to be approved, a majority of the total votes cast by the holders of Common
Stock present (in person or by proxy) and entitled to vote on the respective
matter must vote "FOR" approval. Consequently, abstentions will have the same
effect as a "NO" vote on these two proposals.

BENEFICIAL OWNERSHIP

BENEFICIAL OWNERS OF FIVE PERCENT OR MORE OF THE COMMON STOCK

The following table sets forth the only shareholders that, to the knowledge
of management of the Company, were beneficial owners of five percent or more of
the outstanding shares of Common Stock as of March 15, 2001. The shareholdings
reported are based on copies of Schedules 13D and 13G and amendments thereto
received by the Company.

SOLE SHARED SOLE SHARED
NAME AND ADDRESS VOTING VOTING DISPOSITIVE DISPOSITIVE
OF BENEFICIAL OWNER POWER POWER POWER POWER PERCENT OF CLASS
- ------------------- --------- --------- ----------- ----------- ----------------

Amelia Family Trust Company............ 1,178,993 -- 1,178,993 -- 6.91%
as Trustee for Trust u/a/d August 22,
1969 of William B. Ziff, Jr.
577 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07675

Dimensional Fund Advisors Inc.......... 1,577,802 -- 1,577,802 -- 9.25
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

Wallace R. Weitz & Company............. 2,741,729 -- 2,741,729 -- 16.08
1125 South 103 Street, Suite 600
Omaha, Nebraska 68124-6008

Wellington Management Company, LLP..... -- 1,013,500 -- 1,697,900 9.96
75 State Street
Boston, Massachusetts 02109

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STOCK OWNERSHIP OF THE COMPANY'S DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

The following table sets forth as of March 15, 2001, the number of shares
of Common Stock beneficially owned by current directors, nominees for election
as director, named executive officers and all directors and current executive
officers of the Company as a group.

AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS(1)
---- ------------ ----------

Stuart M. Cable (2)......................................... 66,826 *
Douglas K. Freeman(2)....................................... 420,964 2.45%
Roger O. Goldman............................................ 8,000 *
Boyd M. Guttery (2)......................................... 71,469 *
David W. Johnson, Jr. (3)................................... 409,598 2.40%
Robin C. Kelton (2)......................................... 54,320 *
Joel A. Smith, III.......................................... 2,000 *
Steven F. Herbert (2)....................................... 90,235 *
Harold Lewis, Jr. (2)....................................... 38,000 *
William M. Ross (2)......................................... 33,000 *
All directors and executive officers as a group (10
persons).................................................. 1,194,412 6.88%

- ---------------

* Signifies less than one percent
(1) Assumes the exercise by such person of all options exercisable as of March
15, 2001, or within 60 days thereafter. Each person exercises sole voting
and sole investment power with respect to the shares shown as owned by him,
except as otherwise indicated by footnote.
(2) Fifty-two thousand four hundred eight of the shares of Common Stock shown as
owned by Mr. Cable; 117,142 of the shares of Common Stock shown as owned by
Mr. Freeman; 60,100 of the shares of Common Stock shown as owned by Mr.
Guttery; 10,000 of the shares of Common Stock shown as owned by Mr. Kelton;
51,199 of the shares of Common Stock shown as owned by Mr. Herbert; 13,000
of the shares of Common Stock shown as owned by Mr. Lewis; and 13,000 of the
shares of Common Stock shown as owned by Mr. Ross represent shares subject
to options exercisable as of March 15, 2001, or within 60 days thereafter.
(3) The shares of Common Stock shown as owned by Mr. Johnson include 3,000
shares owned by Mr. Johnson's sister with whom he shares investment power.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16 of the Securities Exchange Act of 1934, directors
and executive officers of the Company and beneficial owners of 10% or more of
the Common Stock are required to file reports with the Securities and Exchange
Commission indicating their holdings of and transactions in the Common Stock. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, all such persons have complied with all filing requirements with
respect to 2000, except Mr. Kelton and John O. Wolcott, a former director, who
each filed late one report covering two transactions.

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CUMULATIVE SHAREHOLDER RETURN

The following graph compares the percentage change in the Company's total
shareholder return on the Common Stock with the cumulative total return of (i) a
broad equity market index ("Nasdaq Composite") and (ii) the Nasdaq Financial
Index, a financial market index (the "Nasdaq Financial"). This performance graph
represents the period from December 31, 1995 through December 31, 2000.

RESOURCE BANCSHARES MORTGAGE GROUP, INC. (1)
VS. NASDAQ COMPOSITE
VS. NASDAQ FINANCIAL

CUMULATIVE SHAREHOLDER RETURN SINCE DECEMBER 31, 1995

RBMG NASDAQ COMPOSITE NASDAQ FINANCIAL
---- ---------------- ----------------

12/31/95 100.00 100.00 100.00
12/31/96 107.07 123.04 128.36
12/31/97 128.83 150.69 196.31
12/31/98 131.11 212.51 190.73
12/31/99 36.14 394.94 189.47
12/31/00 56.99 237.68 207.05

- ---------------

(1) Total return assumes an initial investment of $100 on December 31, 1995 and
reinvestment of dividends.

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COMPENSATION OF OFFICERS AND DIRECTORS

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation paid to each named
executive officer for services rendered to the Company during the periods
indicated.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------------------- --------------------------
(A) (B) (C) (D) (E) (F) (G) (I)
SECURITIES
RESTRICTED UNDERLYING ALL OTHER
NAME AND OTHER ANNUAL STOCK OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($)(1) AWARDS ($)(2) SARS (#) ($)(3)
- ------------------ ---- ---------- ---------- ------------------- ------------- ---------- ------------

D. K. Freeman (4),........ 2000 $508,429 (5) $ 449,000 157,142(6) $ 7,650
Chief Executive Officer
and
Chairman of the Board
S. F. Herbert,............ 2000 $228,286 $ 55,000 $ 5,131 -- 35,146(7) $32,539
Chief Financial Executive 1999 210,000 50,000 5,131 -- -- 27,274
1998 205,000 200,000 5,066 -- 15,000 28,234
H. Lewis, Jr.,............ 2000 $193,792 $ 200,000 -- -- 25,000 --
Chief Portfolio
Management Executive
W. M. Ross,............... 2000 $ 37,500 $ 306,250 -- -- 50,000 --
Chief Sales and
Fulfillment Executive
D. W. Johnson, Jr.(8),.... 2000 $479,416 $ -- $ 15,876 $ -- -- $60,570
Former Chief Executive 1999 445,968 400,000 218,827 -- -- 63,285
Officer, Chief Operating 1998 430,404 1,873,357 218,827 1,391,110 -- 68,301
Officer and President

- ---------------

(1) For 2000, this amount represents reimbursement for tax liability related to
premiums on whole life and universal life and disability policies.
(2) The shares of restricted stock shown as awarded to Mr. Freeman are the
100,000 shares of restricted stock awarded to him on January 10, 2000, in
connection with his employment. The shares are subject to repurchase under
certain circumstances by the Company until January 1, 2002. The shares had a
year-end value of $706,250, based on the closing price of a share of Common
Stock on December 31, 2000 of $7.0625. Dividends are paid on the shares. The
shares of restricted stock shown as awarded to Mr. Johnson were awarded on
February 1, 1999 as part of his 1998 bonus. Mr. Johnson received 93,520
shares in 1999. Mr. Johnson also was awarded 6,668, 29,568, 9,219, 24,705
and 20,048 shares of restricted stock in January 1994, 1995, 1996, 1997 and
1998, respectively. These shares had a year-end value of $1,297,579, based
on the closing price of a share of Common Stock on December 31, 2000 of
$7.0625. All of the shares are vested. Dividends are paid on the shares.
(3) Amounts shown for 2000 consist of (i) for Mr. Freeman, contributions to the
Company's 401(k) plan of $7,650, (ii) for Mr. Herbert, premiums on whole
life and disability insurance policies of $17,103, contributions to the
Company's 401(k) plan of $7,650 and dividends on shares subject to options
of $7,786, and (iii) for Mr. Johnson, premiums on whole life and disability
insurance policies of $52,920 and contributions to the Company's 401(k) plan
of $7,650.
(4) Mr. Freeman became Chief Executive Officer of the Company on January 10,
2000.
(5) For 2000, Mr. Freeman received options to acquire 57,142 shares at $7.813
per share in lieu of a cash bonus. The options were granted in 2001. See
"Compensation Committee Report -- General."
(6) Includes options to purchase 100,000 shares granted in connection with Mr.
Freeman's employment and options to purchase 57,142 shares granted on
February 1, 2001 as Mr. Freeman's bonus. See "Compensation Committee Report
- General."
(7) The options granted to Mr. Herbert were granted in exchange for previously
granted options to purchase 59,615 shares. See "Compensation Committee
Report - Repricing of Options."
(8) Mr. Johnson was Chief Executive Officer of the Company from January 1, 2000
to January 10, 2000. He was President of the Company until May 2000 and
Chief Operating Officer from May 2000 through November 2000.

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- --------------------------------------------------------------------------------- ---------------------
(A) (B) (C) (D) (E) (F) (G)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS
OPTIONS/ GRANTED TO EXERCISE OR
SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ---- ----------- ------------ ----------- ---------- --------- ---------

D. K. Freeman(1).......... 100,000 12.07% $4.5000 01/10/10 $283,000 $717,200
S. F. Herbert(2).......... 4,659 0.56 4.6300 01/26/06 7,336 16,643
S. F. Herbert(2).......... 22,272 2.69 4.6300 01/29/07 41,980 97,832
S. F. Herbert(2).......... 8,215 0.99 4.6300 04/14/08 18,160 43,497
H. Lewis, Jr.(3).......... 25,000 3.02 4.6300 05/03/10 72,795 184,475
W. M. Ross(4)............. 50,000 6.03 5.6875 09/19/10 178,230 453,220
D. W. Johnson, Jr......... -- -- -- -- -- --

- ---------------

(1) These options were granted to Mr. Freeman on January 10, 2000, under the
Omnibus Plan in connection with his employment. As of December 31, 2000, the
options were exercisable with respect to 40,000 shares. The options became
exercisable with respect to an additional 20,000 shares on January 1, 2001
and will become exercisable with respect to an additional 20,000 shares on
July 1, 2001 and December 31, 2001 at which time they will be exercisable
with respect to all 100,000 shares.
(2) The options granted to Mr. Herbert were granted under the Omnibus Plan in
exchange for existing options under that plan to acquire 59,615 shares. See
"Compensation Committee Report - Repricing of Options." As of December 31,
2000, the options were exercisable with respect to 27,406 shares. The
options with respect to 4,659 shares were exercisable upon grant. With
respect to the options to acquire 22,272 shares, 80% of such options were
exercisable upon grant and such options became exercisable with respect to
an additional 4,454 shares on January 29, 2001. With respect to the options
to acquire 8,215 shares, 60% of such options were exercisable upon grant and
such options will become exercisable with respect to an additional 1,643
shares on April 14, 2001 and April 14, 2002. For purposes of this table, the
length of the terms of the options to purchase 4,695 shares, 22,272 shares
and 8,215 shares have been rounded to the nearest whole year.
(3) These options were granted to Mr. Lewis on May 3, 2000, under the Omnibus
Plan. As of December 31, 2000, the options were exercisable with respect to
5,000 shares. The options will become exercisable with respect to an
additional 5,000 shares on May 3 of each year until they are exercisable
with respect to all 25,000 shares.
(4) These options were granted to Mr. Ross on September 19, 2000, under the
Omnibus Plan. As of December 31, 2000, the options were exercisable with
respect to 10,000 shares. The options will become exercisable with respect
to an additional 10,000 shares on September 19 of each year until they are
exercisable with respect to all 50,000 shares.

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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

(A) (D) (E)
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT FY-END(#) OPTIONS/SARS AT FY-END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE /UNEXERCISABLE(1)
- ---- -------------------------------------- ---------------------------------

D. K. Freeman................ 40,000/60,000 $102,500/$153,750
S. F. Herbert(2)............. 45,101/7,741 $ 66,663/$18,830
H. Lewis, Jr................. 5,000/20,000 $ 12,163/$48,650
W. M. Ross................... 10,000/40,000 $ 13,750/$55,000
D. W. Johnson, Jr.(3)........ 450,655/0 $ 555,432/$0

- ---------------

(1) The value assigned to the options in column (e) above is equal to the number
of in-the-money options exercisable or unexercisable, as the case may be,
times the difference between the closing price of a share of Common Stock on
December 31, 2000, $7.0625, and the per share exercise price of the option.
(2) Only 27,405 of Mr. Herbert's options that were exercisable as of December
31, 2000 were in-the-money as of such date. The value assigned to Mr.
Herbert's options in column (e) above is equal to the number of in-the-money
exercisable and unexercisable options times the difference between the
closing price of a share of Common Stock on December 31, 2000, $7.0625, and
the exercise price of $4.63.
(3) All of Mr. Johnson's options had an exercise price of $5.83 per share.

TEN-YEAR OPTION/SAR REPRICINGS

(A) (B) (C) (D) (E) (F) (G)
SECURITIES LENGTH OF ORIGINAL
UNDERLYING NUMBER MARKET PRICE OF OPTION TERM
OF OPTIONS/ STOCK AT TIME OF EXERCISE PRICE AT NEW EXERCISE REMAINING AT DATE
SARS REPRICED OR REPRICING OR TIME OF REPRICING PRICE OF REPRICING OR
NAME DATE AMENDED (#)(1) AMENDMENT ($) OR AMENDMENT ($) ($) AMENDMENT
- ---- -------- ----------------- ---------------- ----------------- ------------ ------------------

S. F. Herbert........ 05/03/00 4,659 $4.63 $14.56 $4.63 5 years, 8 months
S. F. Herbert........ 05/03/00 22,272 4.63 13.20 4.63 6 years, 8 months
S. F. Herbert........ 05/03/00 8,215 4.63 16.44 4.63 7 years, 11 months

- ---------------

(1) The option to purchase 4,659 shares replaced an existing option to purchase
7,865 shares; the option to purchase 22,272 shares replaced an existing
option to purchase 36,750 shares and the option to purchase 8,215 shares
replaced an existing option to purchase 15,000 shares.

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DEFINED BENEFIT PLANS

The Company sponsors a qualified Pension Plan for all employees, as well as
a Pension Restoration Plan ("Restoration Plan") and a Senior Executive
Retirement Plan ("SERP") for certain eligible employees, including officers. The
Restoration Plan and the SERP are unfunded plans that provide for benefit
payments in addition to those payable under the qualified Pension Plan. The
Restoration Plan was designed to maintain uniform application of the Pension
Plan benefit formula and provide, among other benefits, payment of Pension Plan
formula pension benefits, if any, which exceed those payable under the maximum
benefit limitations of the Internal Revenue Code of 1986, as amended (the
"Code"). In May 2000, the Board determined to restructure the retirement
benefits payable to its eligible employees so as to increase the portability of
retirement benefits and to concentrate the accrual of retirement benefits in the
Company's Retirement Savings Plan (the "Savings Plan"). In connection therewith,
the Board approved the freezing of benefit accruals under the Pension Plan and
the Restoration Plan effective as of May 31, 2000. As of such date, Messrs.
Herbert and Johnson had accrued annual benefits under the Pension Plan of
$10,766 and $24,070, respectively, and under the Restoration Plan of $4,457 and
$46,905, respectively, based on a single life annuity payable upon retirement at
age 65. Messrs. Freeman, Lewis and Ross do not participate in the Pension Plan
or the Restoration Plan.

The SERP provides for normal retirement upon the participant's attainment
of age 62. The SERP's normal retirement benefit upon a participant's attainment
of age 62 is 60% of the participant's final average pay (average base pay plus
cash bonuses of up to $100,000 per year for up to any five calendar years out of
the last ten calendar years) less the sum of benefits payable under the Pension
Plan, the Restoration Plan, Social Security and the profit sharing portion of
the Savings Plan. Accrued annual benefits payable for life commencing at age 62
under the SERP as of December 31, 2000, for Messrs. Freeman, Herbert and Johnson
on a 50% joint and survivor annuity basis were $279,560, $149,884 and $248,303,
respectively, before deductions for amounts payable under the Pension Plan, the
Restoration Plan, Social Security and the profit sharing portion of the Savings
Plan, based upon average compensation and service determined as of December 31,
2000. Mr. Lewis and Mr. Ross do not participate in the SERP.

EMPLOYMENT CONTRACTS

Mr. Freeman entered into an employment agreement with the Company effective
January 10, 2000. The employment agreement provides for Mr. Freeman's employment
until December 31, 2001, with an annual salary of $500,000. Mr. Freeman also is
eligible to receive an annual bonus of up to $300,000 based on achievement of
specified goals. Pursuant to the employment agreement, the Company sold Mr.
Freeman 100,000 shares of Common Stock at a purchase price of $4.50 per share
and awarded him 100,000 shares of Common Stock pursuant to the Omnibus Plan in
consideration of his payment of $1,000. With respect to all of such shares of
Common Stock, Mr. Freeman agreed not to sell, transfer, pledge or otherwise
encumber such shares prior to January 1, 2002 unless there is a Change of
Control (as defined in the agreement) of the Company or his employment is
terminated as a result of his death or disability or by the Company without
Cause (as defined in the agreement). With respect to the shares awarded under
the Omnibus Plan, if Mr. Freeman's employment ceases prior to December 31, 2001,
for any reason other than as a result of his death or disability or a Change of
Control, Mr. Freeman will sell, and the Company will purchase, such shares for a
purchase price equal to the federal and state income taxes paid by Mr. Freeman
as a result of the award of such shares plus any taxes payable by Mr. Freeman
and any reasonable costs and expenses of Mr. Freeman arising from the Company's
purchase of such shares. Pursuant to his employment agreement, Mr. Freeman also
was awarded an option to acquire 100,000 shares of Common Stock under the
Omnibus Plan.

Mr. Lewis entered into an employment agreement with the Company effective
April 3, 2000. The employment agreement provides for Mr. Lewis' employment until
April 2, 2002 with an annual salary of $225,000. Mr. Lewis also is eligible to
receive an annual bonus. Mr. Ross entered into an employment agreement with the
Company effective November 1, 2000. The employment agreement provides for Mr.
Ross' employment until October 31, 2002 with an annual salary of $225,000. Mr.
Ross also is eligible to receive an annual bonus. Under the agreement, his bonus
opportunity for 2000 was $300,000, of which $150,000 was

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guaranteed and $150,000 was to be determined by the Company based on achievement
of specified goals. Mr. Ross' employment agreement also provided for a signing
bonus of $156,250.

CHANGE OF CONTROL ARRANGEMENTS

The Omnibus Plan and the SERP contain change of control provisions. Messrs.
Freeman, Herbert, Lewis and Ross hold unvested options granted under the Omnibus
Plan. Mr. Freeman and Mr. Herbert participate in the SERP. In the event of a
Change of Control of the type set forth in clause (a), (b) or (d) of the
definition of Change of Control set forth below and immediately prior to a
Change of Control of the type set forth in clause (c) of such definition, each
outstanding option under the Omnibus Plan will become exercisable immediately.

Upon a Change of Control, a SERP participant will become partially or fully
vested and will continue to vest in his benefits under the SERP based on his
credited years of service. Based on credited years of service as of December 31,
2000, Mr. Freeman and Mr. Herbert would become 30% and 80% vested, respectively.

During 2000, Messrs. Freeman, Herbert, Lewis and Ross each entered into a
Change of Control Agreement with the Company (the "Change of Control
Agreements"). Each Change of Control Agreement provides that if (i) the
executive voluntarily terminates his employment within two years following a
Change of Control as a result of the Company (a) reducing his annual base
salary, (b) requiring him to relocate to an area more than 100 miles from the
location at which he was based prior to the Change of Control, (c) failing to
pay him any portion of his current compensation within seven days of the date it
is due, (d) failing to continue any material benefit plan in which he
participates, (e) purportedly terminating his employment otherwise than as
permitted by the agreement or (f) failing to require its successor to assume and
expressly agree to perform the agreement or (ii) the Company terminates his
employment without Cause (as defined in the Change of Control Agreements) within
two years following a Change of Control or (iii) he dies or becomes disabled,
the Company will pay the executive the amount set forth below:

1. In the case of Mr. Freeman, the sum of (i) his annual base salary
through the date of termination, (ii) two times his annual base salary
and (iii) any compensation previously deferred by him and any unused
vacation pay to the extent not theretofore paid.

2. In the case of Messrs. Herbert, Lewis and Ross, the sum of (i) the
executive's annual base salary through the date of termination, (ii) the
product of (a) the executive's annual bonus paid or payable for the most
recently completed fiscal year, if any, and (b) a fraction, the
numerator of which is the number of days in the current fiscal year
through the date of termination and the denominator of which is 365,
(iii) any compensation previously deferred by the executive and any
unused vacation pay to the extent not theretofore paid and (iv) an
amount equal to the sum of (a) the executive's annual base salary and
(b) the lesser of the executive's most recent annual bonus or $100,000.

3. In all cases, the costs of medical, dental and vision insurance coverage
comparable to that in place prior to the Change of Control for the
executive and his current spouse and dependents until the earlier of the
first anniversary of the date of termination or the executive's death.
The executive is required to continue to pay the employee's portion of
the related premiums.

If the executive voluntarily terminates his employment with the Company within
two years following a Change of Control for any reason other than as stated
above, the executive will be entitled to receive only his annual base salary
through the date of termination and the amount of any compensation previously
deferred by the executive.

Mr. Freeman's and Mr. Herbert's Change of Control Agreements will terminate
on December 31, 2001 if a Change of Control has not occurred by such date; Mr.
Lewis' Change of Control Agreement will terminate on April 3, 2002 if a Change
of Control has not occurred by such date; and Mr. Ross' Change of Control
Agreement will terminate on October 31, 2002 if a Change of Control has not
occurred by such date.

The definition of a Change of Control in Mr. Freeman's employment
agreement, the Omnibus Plan, the SERP, the Change of Control Agreements and the
Outside Directors' Plan are generally the same and include

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(a) the acquisition by any individual, entity or group of 20% or more of either
the Common Stock or the combined voting power of the Company, (b) a change in
the membership of the Board in which the current members or their approved
successors no longer constitute a majority, (c) a reorganization, merger,
consolidation or sale or other disposition of all or substantially all of the
Company's assets or the acquisition of assets of another corporation (a
"Business Combination") unless (i) the shareholders prior to the transaction own
at least 50% of the common stock or combined voting power of the surviving
corporation following the transaction, (ii) no person owns 20% or more of the
common stock or combined voting power of the surviving corporation following the
transaction who did not own such amount prior to the transaction and (iii) at
least a majority of the board of directors of the surviving entity after the
transaction were members of the Board at the time the Board approved the
transaction and (d) approval by the shareholders of a complete liquidation or
dissolution of the Company.

COMPENSATION OF DIRECTORS

Directors who are also salaried employees of the Company do not receive any
additional compensation for service as directors. Other directors receive such
compensation as is set from time to time by the Board of Directors. Directors'
fees currently are set at $25,000 a year, plus $1,000 per board meeting or
committee meeting attended, other than Executive Committee meetings for which no
attendance fees are paid. Committee chairmen receive an additional annual
retainer of $3,000. Mr. Guttery and Mr. Cable receive an additional annual
retainer fee of $10,000 for serving as members of the Executive Committee which
was established in May 2000 to act on behalf of the Board of Directors in
between meetings thereof. Directors' and meeting fees paid in 2000 totaled
$190,000. Directors also are reimbursed for all reasonable out of pocket
expenses related to attendance at meetings.

In February 2000, the Board of Directors determined that Messrs. Guttery
and Cable should be paid additional compensation for their service on the
Management Succession Committee and awarded them options to purchase 19,230 and
11,538 shares of Common Stock, respectively, at a purchase price of $4.0625 per
share. The options were exercisable in full when granted and will terminate on
February 2, 2010, unless earlier terminated under the option agreement.

In June 2000, the Board of Directors approved an outside directors life
insurance program, an outside director deferred compensation plan and a director
matching gift program. The outside director life insurance program and the
deferred compensation plans are available only to directors who are not
employees of the Company. The amount of coverage for a director participating in
the outside director life insurance program generally will be $350,000 of single
life coverage on the director's life. A director will vest in the coverage on a
pro-rata basis between the inception of the program and the year in which age
plus years of board service equals 65. Under the outside director life insurance
program, the Company will pay (i) an equal amount of premiums each year based on
the number of vesting years for a director and (ii) a tax gross-up bonus each
year to offset the income tax cost resulting from participation in the program,
so there will be no cost to a participating director. During 2000, two directors
became participants in the outside director life insurance program. The total
amount paid for premium and tax gross-up for 2000 for those directors was
$95,222.

Under the outside director deferred compensation plan, a director who is
not an employee of the Company can elect to defer all or a portion of the cash
compensation payable to him or her, including the cash retainer, meeting fees
and tax gross-up bonus payable under the outside director life insurance
program. 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 and
may be made as a lump sum or in up to 10 installments. A participating director
can elect to invest any deferred amounts in an equity index account or a fixed
income account or a combination of the two. No directors participated in the
deferred compensation plan during 2000.

The matching gift program is available to all directors of the Company.
Under the matching gift program, the maximum match per calendar year is $25,000
and the recipient must be a 501(c)(3) organization. Contributions totaling
$77,809 were made during 2000 under the matching gifts program.

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On July 27, 2000 and September 1, 2000, Messrs. Cable, Kelton, Goldman,
Guttery and a former director each were awarded, subject to shareholder approval
of the Outside Directors' Plan, options to purchase 10,000 shares of Common
Stock at a purchase price of $4.00 and $5.19 per share, respectively.

COMPENSATION COMMITTEE REPORT

GENERAL

The Company's executive compensation policy is to provide each executive
with a fixed annual salary, an opportunity to receive an annual bonus based on
performance and a long-term incentive in the form of options or restricted stock
or both.

Mr. Freeman became the Company's Chief Executive Officer on January 10,
2000. The terms of his employment agreement were recommended by the Management
Succession Committee and approved by the Board. Mr. Freeman's base annual salary
for the term of his employment agreement was set at $500,000. His employment
agreement required him to purchase 100,000 shares of the Common Stock at $4.50
per share, the fair market value on the date of purchase, and awarded him
100,000 shares at the price of $.01 per share and options to purchase 100,000
shares at $4.50 per share, based on the Board's belief that management should
have a meaningful investment in the Company. Mr. Freeman's employment agreement
provides for him to be eligible for an annual bonus of up to $300,000 based on
his achievement of specified objectives. For 2000, the Compensation Committee
awarded Mr. Freeman a bonus of $240,000 paid in the form of options to purchase
57,142 shares of Common Stock at $7.813 per share, Fair Market Value (as defined
in the Omnibus Plan) of a share of Common Stock on February 1, 2000, the date of
the grant. The number of options awarded was determined using the Black-Scholes
valuation method The options vested immediately. The amount of the bonus was
based on the Compensation Committee's subjective determination of Mr. Freeman's
success in achieving his specified goals.

Mr. Johnson was the Company's Chief Executive Officer from January 1, 2000
to January 10, 2000. His compensation for 2000 was determined by formulas set
forth in his employment agreement, which terminated on December 31, 2000. The
salaries of the Company's other executive officers for the year 2000 were
determined by their employment agreements.

The terms of the employment agreements of Messrs. Freeman, Lewis and Ross
can be found under "Compensation of Officers and Directors --Employment
Contracts," above. The terms of Mr. Lewis' and Mr. Ross' employment agreements
were approved by Mr. Freeman. Mr. Herbert's employment agreement terminated on
December 31, 2000. The amounts of Mr. Lewis', Mr. Herbert's and Mr. Ross' annual
bonuses were approved by the Compensation Committee based on Mr. Freeman's
recommendations.

REPRICING OF OPTIONS

The Company from time to time awards options to certain of its key officers
and other employees as a portion of such person's compensation. In 1999, the
price of the Company's stock began to decline so that by early 2000 many of the
outstanding options held by employees were significantly out of the money and
consequently provided little or no value as an incentive. The Board of Directors
determined that it would be in the Company's best interest to restore the
incentive by giving certain employees an opportunity to exchange outstanding
options for options to purchase a lesser number of shares at a lower per share
price. The vesting schedule for the options did not change. Under the program,
employees who accepted the exchange offer received options of equivalent value
to those surrendered calculated using the Black-Scholes valuation method and
assuming a constant dividend rate of $.11 per share, an expected volatility
ratio of 67.24% and a risk free rate of return of 6.29%. Fourteen employees,
including Mr. Herbert, an executive officer, surrendered options to acquire
267,190 shares of Common Stock in exchange for options to acquire 155,599 shares
of Common Stock. The Company has never repriced any other options.

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POLICY WITH RESPECT TO $1,000,000 DEDUCTION LIMIT

Section 162(m) of the Code generally limits to $1,000,000 the corporate
deduction for compensation paid to executive officers named in the proxy
statement unless certain requirements are met. For 2000, no executive officer
received compensation totaling in excess of $1,000,000 and thus potentially
subject to Section 162(m). With respect to future compensation of executive
officers, the Board of Directors reserves the right to authorize compensation
payments that may not be fully deductible by the Company. The Board of Directors
will continue to re-examine this policy on an ongoing basis.

SUBMITTED BY:

Stuart M. Cable Roger O. Goldman David W. Johnson, Jr. Joel A. Smith III
Douglas K. Freeman Boyd M. Guttery Robin C. Kelton

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As described in the foregoing Compensation Committee Report, at various
times during 2000 decisions regarding the compensation of the named executive
officers were made by the Board of Directors as a whole, the Compensation
Committee, the Management Succession Committee and Mr. Freeman. Two of the
Company's directors, Mr. Freeman and Mr. Johnson, served as executive officers
of the Company during 2000.

The Company has from time to time purchased loans on which certain officers
and directors of the Company or members of their immediate families were
obligated. All such transactions were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, that
prevailed at the time for comparable transactions with other persons and did not
involve more than normal risk of collectability or present other unfavorable
features.

GENERAL INFORMATION AS TO THE BOARD OF DIRECTORS

During 2000, the Company's Board of Directors held a total of seven regular
and special meetings. Each incumbent director attended at least 75% of such
meetings and the meetings of committees on which he served held during the
period for which he was a director, except Mr. Goldman and Mr. Kelton. The Board
has established an audit committee, a compensation committee and a nominating
committee.

The current members of the Audit Committee are Messrs. Goldman, Guttery and
Smith. The Audit Committee held seven meetings during 2000. The Audit Committee
is charged with the responsibility of reviewing the Company's internal auditing
procedures and accounting controls and considers the selection and independence
of the Company's outside auditors and engages in the other activities described
in the Audit Committee Report appearing below.

The current members of the Compensation Committee are Mr. Cable and Mr.
Kelton. The Compensation Committee held two meetings during 2000. The
Compensation Committee is responsible for certain matters relating to executive
compensation.

Mr. Smith is the only member of the Nominating Committee. The Nominating
Committee did not hold any meetings during 2000, as it was not established until
2001. The Nominating Committee recommends to the Board of Directors nominees for
election to the Board of Directors. The Nominating Committee will consider
recommendations for nominees for director submitted by shareholders of the
Company. Any such recommendation, including the name and qualifications of a
nominee, must be submitted in writing to the Nominating Committee in care of the
Secretary of the Company at 7909 Parklane Road, Columbia, SC 29223.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors oversees the Company's
financial reporting process on behalf of the Board of Directors. Each member of
the Audit Committee is independent within the meaning of Rule 4200 of the
National Association of Securities Dealers' listing standards. The Audit
Committee Charter, adopted by the Board of Directors, is attached to this Proxy
Statement as Appendix A. Management has the primary responsibility for the
Company's financial statements and the reporting process including the systems
of internal controls. In fulfilling its oversight responsibilities, the
committee has reviewed and discussed with management the audited financial
statements in the Company's Annual Report, including a discussion of the quality
of the accounting principles, the reasonableness of significant judgments and
the clarity of disclosures in the financial statements.

The committee reviewed and discussed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality of the Company's accounting principles and such
other matters as are required to be discussed with the committee under generally
accepted auditing standards. In addition, the committee discussed with the
independent auditors the auditors' independence from management and the Company
including the matters in the written disclosures and letter received by the
committee as required by the Independence Standards Board and considered the
compatibility of nonaudit services provided by the auditors with the auditors'
independence.

The committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls and the overall quality of the Company's financial
reporting.

Based on the reviews and discussions referred to above, the Audit Committee
has recommended to the Board of Directors that the Board approve the inclusion
of the audited financial statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000, filed with the Securities and Exchange
Commission.

SUBMITTED BY:

Roger O. Goldman Boyd M. Guttery Joel A. Smith, III

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Company's Certificate of Incorporation divides the Board of Directors
into three classes, the members of one class to be elected each year for a three
year term. The number of directors has been set at seven. The terms of the Class
I directors will expire at the Annual Meeting. In addition, following the
resignation of one director and the appointment of two new directors by the
Board of Directors, Mr. Goldman and Mr. Smith, the Company has determined to
restructure the Board classes. Mr. Johnson and Mr. Goldman are nominated as
Class III directors, to serve for two year terms. Mr. Smith and Mr. Kelton are
nominated as Class I directors to serve for three year terms. All of the
nominees for election as directors are currently serving as directors of the
Company.

Should any nominee for the office of director become unable to serve, which
is not anticipated, it is the intention of the persons named in the proxy,
unless otherwise specifically instructed therein, to vote for the election in
his stead of such other person as the Board of Directors may recommend.

Vacancies on the Board of Directors may be filled by the remaining
directors at any regular or special meeting thereof. Individuals selected to
fill such vacancies shall serve for the remainder of the term for which they are
appointed.

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NOMINEES

The following information is furnished with respect to the Board of
Directors' nominees for election as directors. The Board of Directors recommends
a vote "FOR" all the nominees.

CLASS I -- TERMS TO EXPIRE AT THE 2004 ANNUAL MEETING.

PRINCIPAL OCCUPATION OR EMPLOYMENT
DURING THE LAST FIVE YEARS,
NAME, PRESENT POSITION(S) AND TERM WITH THE COMPANY AGE DIRECTORSHIPS OF PUBLIC COMPANIES
- --------------------------------------------------- --- -------------------------------------------

Robin C. Kelton................................ 66 Since 1995, Executive Chairman of Kelton
Director of the Company since December 1997 International Ltd., investment bankers. Mr.
Kelton is also a director of NetBank
Holdings, Inc.
Joel A. Smith, III............................. 55 Dean, The Darla Moore School of Business of
Director of the Company since January 2001 the University of South Carolina since
October 2000. From June 1998 until his
retirement in August 2000, Mr. Smith was
the President of the East Region of Bank of
America, N.A. For more than three years
prior to June 1998, Mr. Smith was President
of NationsBank of the Carolinas. Mr. Smith
is also a director of Avanex Corporation.

CLASS III -- TERMS TO EXPIRE AT THE 2003 ANNUAL MEETING.

Roger O. Goldman............................... 56 President of Ignite, Inc., a management
Director of the Company since May 2000 consulting firm, since 2000; President of
Global Sourcing Services, L.L.C., from 1996
until 2000.
David W. Johnson, Jr........................... 52 Retired December 2000; Chief Operating Officer
Director of the Company since October 1992 of the Company from May 2000 through
November 2000; President of the Company
from September 1999 through May 2000; Chief
Executive Officer of the Company from
October 1999 until January 2000; Vice
Chairman and Director of the Company from
October 1992 to September 1999 and Managing
Director from July 1993 until September
1999.

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MEMBERS OF THE BOARD OF DIRECTORS WHOSE
TERMS WILL CONTINUE AFTER THE ANNUAL MEETING

The following information is furnished with respect to the members of the
Board of Directors whose terms will continue after the Annual Meeting.

CLASS II -- TERMS EXPIRING AT THE 2002 ANNUAL MEETING.

Stuart M. Cable................................ 45 Attorney, Goodwin Procter LLP.
Director of the Company since October 1992
Boyd M. Guttery................................ 73 Business consultant since September 1996; from
Director of the Company since June 1993 February 1995 to August 1996, Chairman of
the Board of Telecom Services Group, Inc.

CLASS III -- TERMS EXPIRING AT THE 2003 ANNUAL MEETING.

Douglas K. Freeman............................. 50 Chief Executive Officer of the Company since
Chief Executive Officer since January 2000 and January 2000. From April 1999 to January 2000,
Chairman of the Board since November 2000 President of Bank of America Consumer
Finance Group, a division of Bank of
America, managing the bank's consumer
lending and finance business; from March
1998 until April 1999, President of the
Consumer Finance Group of NationsBank,
N.A.; from March 1996 until March 1998,
Chief Consumer Credit Executive of Barnett
Bank, Inc.

PROPOSAL NO. 2: APPROVAL OF THE RESOURCE BANCSHARES
MORTGAGE GROUP, INC. OUTSIDE DIRECTORS' STOCK OPTION PLAN

GENERAL

The shareholders approved the Resource Bancshares Mortgage Group, Inc.
Formula Stock Option Plan (the "Formula Plan") at the annual meeting held on
April 25, 1996. Since that time, the Company has maintained the Formula Plan for
the benefit of its directors who are not full-time employees or executive
officers of the Company or its subsidiaries ("Outside Directors"). During 2000,
the Board of Directors determined to replace the Formula Plan with the Outside
Directors' Plan. The Outside Directors' Plan has been approved by the Company's
Board of Directors and, subject to ratification by the Company's shareholders at
the Annual Meeting, the Outside Directors' Plan will become effective as of July
27, 2000. In connection with the adoption of the Outside Directors' Plan, the
committee that administers the Formula Plan approved the Third Amendment to the
Formula Plan to provide that, effective July 27, 2000, (i) the maximum number of
shares that may be issued under the Formula Plan shall not exceed in the
aggregate 284,850 (as such number may be adjusted after July 27, 2000), which
number represents the number of shares covered by all options that were
outstanding under the Formula Plan as of July 27, 2000, and (ii) no additional
options may be awarded under the Formula Plan.

The Outside Directors' Plan is intended to secure for the Company and its
shareholders the benefits of the incentive inherent in Common Stock ownership by
the Company's Outside Directors, and to afford such persons an opportunity to
obtain and thereafter increase a proprietary interest in the Company on a
favorable

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basis and thereby share in its success. Currently, six of the Company's seven
directors are eligible to receive awards under the Outside Directors' Plan.

The maximum number of shares of Common Stock which may be issued pursuant
to the Outside Directors' Plan is 400,000 plus such additional shares as may be
issued pursuant to the antidilutive adjustment provisions of the Outside
Directors' Plan. If any option awarded under the Outside Directors' Plan
terminates or expires or is surrendered without having been exercised in full,
then the underlying shares of Common Stock not acquired will be available again
for issuance under the Outside Directors' Plan.

Under the terms of the Outside Directors' Plan, on July 27, 2000, each
Outside Director was granted an option to purchase 10,000 shares of Common Stock
at an exercise price of $4.00 per share. On September 1 of each year during the
term of the Outside Directors' Plan, the committee that administers the Plan
(the "Committee"), upon recommendation of the Company's Chief Executive Officer,
will award options to Outside Directors to purchase shares of Common Stock at an
exercise price equal to the Fair Market Value (as defined in the Outside
Directors' Plan) per share of Common Stock on the September 1 that is the award
date. The number of shares of Common Stock that are subject to an option to an
Outside Director may not exceed the number of shares recommended to the
Committee for such Outside Director by the Company's Chief Executive Officer.
Fair Market Value as of a particular date is defined in the Outside Directors'
Plan as the closing sales price of a share of Common Stock for the most recently
preceding day for which a closing price is available from the principal trading
market for the Common Stock. On September 1, 2000, each Outside Director was
granted an option to purchase 10,000 shares of Common Stock at an exercise price
of $5.19 per share. The options awarded in 2000 are subject to shareholder
approval of the Outside Directors' Plan.

Under the plan, an Outside Director may notify the Company's Chief
Executive Officer if the Outside Director wishes to receive an option in lieu of
cash in payment of his annual retainer fee or fee for serving as chairman of or
as a member of a Board committee (but not in lieu of any other compensation,
including fees for attending meetings). Such notification must be in writing and
received by the Company's Chief Executive Officer during the month of March. The
notification must relate to all retainers payable during the 12 month period
beginning on the April 1 next following receipt of the notification and ending
the following March 31 and is irrevocable during such period. The Company's
Chief Executive Officer will provide copies of all notifications to the
Committee, which will determine whether to award options in lieu of retainers to
those who have requested them. The number of shares of Common Stock that are
subject to an option to be awarded to an Outside Director in lieu of his or her
retainer will be determined by the Committee such that the value of the option
will be substantially equal to the amount of the retainer that would otherwise
be payable. In making such determination, the Committee will use a generally
accepted independent option valuation method. The exercise price of the option
will be equal to the Fair Market Value per share of Common Stock on the date
that the retainer would otherwise be payable in cash. The options so awarded
will be subject to any policy adopted by the Board relating to attendance at
Board meetings.

Each award of options under the Outside Directors' Plan will be evidenced
by an option agreement which will state the option period and the other terms
and conditions of the options. The option period (i.e., the period during which
the options may be exercised) is the period commencing on the date of the option
agreement and ending 10 years from that date. Except with respect to options
granted in lieu of cash retainers which may be exercisable either immediately or
in accordance with the following schedule, as elected by the directors, the
options will be exercisable, in whole or in part, at any time and from time to
time during the option period, but not thereafter, subject to the following
restrictions:

IF THE PERIOD FROM THE DATE OF THE THE MAXIMUM PERCENTAGE OF THE OPTION SHARES THAT
AWARD UNTIL THE EXERCISE DATE IS MAY BE PURCHASED THROUGH SUCH EXERCISE DATE IS
- ---------------------------------- ------------------------------------------------

less than 1 year............................... 20%
at least 1 year, but less than 2 years......... 40%
at least 2 years, but less than 3 years........ 60%
at least 3 years, but less than 4 years........ 80%
at least 4 years............................... 100%

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provided, however, that, (i) in the event of a Change of Control of the type set
forth in paragraph(a), (b) or (d) of the definition of Change of Control and
(ii) immediately prior to the occurrence of a Change of Control of the type set
forth in paragraph (c) of the definition of Change of Control, each option
outstanding under the Plan will become exercisable in whole or in part without
regard to the foregoing schedule. In addition, each option agreement provides
for acceleration of exercisability in the event of death or permanent and total
disability.

Upon exercise of an option, the exercise price will be payable either in
cash or in shares of Common Stock owned by the optionee or some combination of
both. Any Common Stock exchanged as part or all of the exercise price will be
valued at its Fair Market Value as of the exercise date. All proceeds received
by the Company from the sale of Common Stock upon the exercise of options
awarded pursuant to the Outside Directors' Plan will be used for general
corporate purposes.

Subject to any action required by the shareholders, the maximum number of
shares of Common Stock that may be issued under the Outside Directors' Plan, the
number of shares of Common Stock covered by each outstanding option and the per
share exercise price applicable to each outstanding option will, in each case,
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend (but only on the Common Stock) or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company.

Subject to any action required by the shareholders, in the event of a
Business Combination that does not result in a Change of Control, then each
outstanding option will pertain to and apply to the securities or other
consideration that a holder of the number of shares of Common Stock underlying
the option would have been entitled to receive in the Business Combination. In
the event of a Business Combination that results in a Change of Control or the
complete liquidation or dissolution of the Company, each outstanding option will
terminate; however, in such event, each optionee will have the right immediately
prior to such Change of Control, liquidation or dissolution to exercise his or
her option in whole or in part without regard to any installment provision that
might be contained in the applicable option agreement.

The Committee will be composed solely of two or more "nonemployee
directors" within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended. Each option agreement will provide that, if
the optionee ceases to be a director incidental to conduct that, in the judgment
of the Committee, involves a breach of fiduciary duty by such optionee or other
conduct detrimental to the Company, then his or her option will terminate
immediately and thereafter be of no force or effect. If the optionee ceases to
be a director for any other reason, then the optionee may at any time within
three months after he or she ceases to be a director exercise his or her option,
but only to the extent the option was exercisable by him or her on the date he
or she ceased to be a director (the unexercisable portion of the option will
terminate and thereafter be of no force or effect); provided, however, that if
an optionee so requests, his or her option agreements will provide that if he or
she so ceases to be a director prior to the shareholders approving the Outside
Directors' Plan, the three months will not begin to run until the first to occur
of (i) such approval of the shareholders or (ii) June 1, 2001.

No option awarded pursuant to the Outside Directors' Plan may be assigned
or transferred except by will or the laws of descent or distribution or pursuant
to a formal court order in connection with the divorce of the optionee. Each
option agreement will provide that, if the optionee dies or becomes permanently
and totally disabled prior to the exercise in full of his or her option, then
such option may be exercised not later than the expiration of 12 months
following the date of such person's death or becoming disabled (but only to the
extent that such option was exercisable on the date of such person's death or
becoming disabled).

The Committee may from time to time amend, suspend or discontinue the
Outside Directors' Plan or revise it in any respect whatsoever for the purpose
of maintaining or improving its effectiveness as an incentive device, for the
purpose of conforming it to applicable governmental regulations or to any change
in applicable law or regulations, or for any other purpose permitted by law, but
no such action by the Committee may adversely affect any option theretofore
awarded without the consent of the holder so affected. Any amendment to the
Outside Directors' Plan that would materially increase the benefits accruing to
participants thereunder,
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materially increase the number of shares of Common Stock that may be issued upon
exercise of options granted thereunder or materially modify the Outside
Directors' Plan's requirements as to eligibility for participation must be
approved by the shareholders of the Company. The Outside Directors' Plan will
terminate on the date when all shares of the Common Stock reserved for issuance
thereunder have been acquired upon exercise of options granted thereunder or on
such earlier date as the Board of Directors may determine.

In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee will be
indemnified by the Company against the reasonable expenses, including legal
fees, actually and necessarily incurred in connection with the defense of any
investigation, action, suit or proceeding, or in connection with any appeal
therefrom, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Outside Directors' Plan
or any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in or dismissal or other discontinuance of any such investigation, action, suit
or proceeding, except in relation to matters as to which it shall be adjudged in
such investigation, action, suit or proceeding that the Committee member is
liable for negligence or misconduct in the performance of his or her duties,
provided that, within 60 days after institution of any such investigation,
action, suit or proceeding, a Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.

OUTSIDE DIRECTORS' PLAN BENEFITS

On July 27, 2000, each of the Company's Outside Directors as of such date
was awarded an option to purchase 10,000 shares of Common Stock at an exercise
price of $4.00 per share, and on September 1, 2000, each of the Company's
Outside Directors as of such date was awarded an option to purchase 10,000
shares of Common Stock at an exercise price of $5.19 per share. On March 26,
2001, the closing price of the Common Stock on the NASDAQ was $7.4375. The
following table sets forth the number of shares of Common Stock evidencing the
options awarded under the Outside Directors' Plan to the Outside Directors
during 2000, and the dollar value such options would have had if such options
had been exercisable as of December 31, 2000.

OUTSIDE DIRECTORS' PLAN
------------------------------
DOLLAR VALUE NUMBER OF UNITS
------------ ---------------

D. K. Freeman.............................................. -0- -0-
S. F. Herbert.............................................. -0- -0-
H. Lewis, Jr............................................... -0- -0-
W. M. Ross................................................. -0- -0-
D. W. Johnson, Jr.......................................... -0- -0-
Executive Group............................................ -0- -0-
Non-Executive Director Group............................... $246,750 100,000
Non-Executive Officer Employee Group....................... -0- -0-

FEDERAL INCOME TAX CONSEQUENCES

The options granted under the Outside Directors' Plan will be non-qualified
stock options. An Outside Director will not recognize taxable income at the time
of an award of an option under the Outside Directors' Plan, unless the option
has a readily ascertainable fair market value. Upon exercise of an option, an
Outside Director will generally recognize ordinary income, and the Company will
receive a deduction in an amount equal to the difference between the fair market
value of the shares of Common Stock acquired pursuant to such exercise on the
exercise date and the exercise price. However, if an Outside Director tenders
shares upon the exercise of an option, the Outside Director will recognize
ordinary income, and the Company will be entitled to a deduction, in an amount
equal only to the fair market value of the number of shares received by the
Outside Director upon exercise which is in excess of the fair market value of
the number of tendered shares, less any cash paid by the Outside Director.

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Upon a subsequent disposition of the shares, an Outside Director will
generally recognize capital gain or loss equal to the difference between the
amount received upon the sale or exchange of the shares and the Outside
Director's basis in the shares. For purposes of determining the amount of such
gain or loss, the Outside Director's tax basis will generally be the fair market
value of such shares on the exercise date (i.e., the sum of the ordinary income
recognized by the Outside Director upon exercise of the option plus the exercise
price paid by the Outside Director).

However, if an Outside Director tenders shares upon the exercise of an
option, the Outside Director's tax basis will be allocated among two groups of
shares. First, with respect to a number of shares equal to the number of the
shares surrendered on the exercise of the option, the Outside Director's basis
will be the Outside Director's basis in such surrendered shares (i.e.,
transferred basis). Second, the Outside Director's basis in the remaining shares
received upon the exercise of the option will be the sum of the ordinary income
recognized by the Outside Director upon the exercise of the option plus any cash
paid by the Outside Director to exercise the option.

Depending on the holding period of the shares, any capital gain or capital
loss recognized on the sale or exchange of the shares will be either short-term
or long-term.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE OUTSIDE DIRECTORS' PLAN.

PROPOSAL NO: 3: APPROVAL OF AMENDMENT 1 TO THE
AMENDED AND RESTATED RESOURCE BANCSHARES MORTGAGE GROUP, INC.
OMNIBUS STOCK AWARD PLAN

GENERAL

The Omnibus Plan was approved by the shareholders at the annual meeting
held on December 31, 1997. The Board of Directors has amended the plan, subject
to shareholder approval at the Annual Meeting, to increase by 500,000 the number
of shares of Common Stock that may be issued pursuant to the Omnibus Plan. If
the Omnibus Amendment is approved by the shareholders at the Annual Meeting, it
will become effective immediately. If the Omnibus Amendment is not so approved,
the plan, as currently in effect, will remain in place.

The Omnibus Plan is intended to secure for the Company and the shareholders
the benefits of the incentive inherent in Common Stock ownership by the
Company's employees and to afford such persons an opportunity to obtain a
proprietary interest in the Company on a favorable basis and thereby share in
its success. The maximum number of shares of Common Stock that may be issued
under the plan as currently in effect is 1,510,635, of which approximately
287,615 remained available as of March 31, 2001. If any option awarded under the
plan terminates or expires or is surrendered without having been exercised in
full, then the underlying shares of Common Stock not acquired will be available
again for issuance under the plan. Upon the forfeiture (in whole or in part) of
any restricted stock awarded under the plan the shares of Common Stock forfeited
will be available again for issuance under the plan.

Only employees of the Company and its subsidiaries are eligible to receive
awards under the Omnibus Plan. The plan defines an employee as any person
engaged or proposed to be engaged as an officer or employee of the Company or
any subsidiary of the Company. As of March 15, 2001, the Company and its
subsidiaries had approximately 918 employees.

The Omnibus Plan requires administration by a committee (the "Omnibus Plan
Committee") consisting of not less than two persons each of whom must be a
"non-employee director" within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, and an "outside director" as
defined in Section 1.162-27(e)(3) of the Treasury Regulations promulgated under
the Code. Under the terms of the Omnibus Plan, the Omnibus Plan Committee will
from time to time designate employees to receive options, stock appreciation
rights ("SARS"), restricted stock and unrestricted stock and determine the

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number of options, SARS and shares of restricted stock and unrestricted stock to
be awarded to each such employee, or the formula or other basis on which such
benefits will be awarded to employees. In making any such award, the Omnibus
Plan Committee may take into account the nature of services rendered by an
employee, commissions or other compensation earned by the employee, the capacity
of the employee to contribute to the success of the Company and other factors
that the Omnibus Plan Committee may consider relevant.

The Omnibus Plan Committee may give employees a choice between two benefits
or combinations of benefits, award benefits in the alternative so that
acceptance of or exercise of one benefit cancels the right of an employee to
another and award benefits in any combination or combinations and subject to any
condition or conditions consistent with the terms of the Omnibus Plan that the
Omnibus Plan Committee in its sole discretion may consider appropriate. Each
award of benefits under the Omnibus Plan will be evidenced by an agreement that
will state the terms of the award. Such terms will include, without limitation,
as applicable, the number of shares, the option price, the medium and time of
payment, the term of each award and any vesting requirements and may include
conditions (in addition to those contained in the plan) on the exercisability of
all or any part of an option or SAR or on the transferability or forfeitability
of restricted stock. Notwithstanding any such conditions, the Omnibus Plan
Committee may, in its discretion, accelerate the time at which any option or SAR
may be exercised or the time at which restricted stock may become transferable
or nonforfeitable. In addition, the Omnibus Plan Committee will have complete
discretionary authority to prescribe the form of agreement to be entered into
with respect to each award, to adopt, amend and rescind rules and regulations
pertaining to the administration of the plan; and to make all other
determinations necessary or advisable for the administration of the plan.

An option granted under the Omnibus Plan will be designated either an
incentive stock option ("ISO") or a nonqualified stock option ("NQSO") at the
time of grant. Each option agreement will state the number of shares to which it
pertains and the option exercise price, which, in the case of an option intended
to be an ISO, will not be less than 100% of the Fair Market Value (as
hereinafter defined) of the shares of Common Stock subject to the option on the
date of granting the option. In the case of an ISO granted to a person owning
more than 10% of the voting power of the Company's outstanding stock (a "10%
Stockholder"), the price at which each share of Common Stock covered by the
option may be purchased will not be less than 110% of the Fair Market Value per
share of the Common Stock on the date of grant of the option. The price at which
each share of Common Stock covered by an NQSO granted under the Omnibus Plan may
be purchased will be the price determined by the Omnibus Plan Committee, in its
sole discretion, to be suitable to attain the purposes of the Omnibus Plan. The
aggregate Fair Market Value of the Common Stock with respect to which ISOs are
exercisable for the first time by the optionee during any calendar year may not
exceed the limitation set forth in Section 422(d) of the Code. Under the plan,
the Omnibus Plan Committee may require an optionee to notify the Company
promptly if there is a disqualifying disposition, as defined in Code Section
422, of any shares received through the exercise of an ISO and may require the
transfer agent for the Common Stock to insert a legend on any certificate
evidencing shares of Common Stock issued pursuant to an ISO requiring the
transfer agent to report to the Company any transfer of such shares within one
year of exercise or two years of grant. Fair Market Value as of a particular
date is defined in the plan to be the closing sales price of a share of Common
Stock for the day immediately preceding such day or, if the principal market for
trading the Common Stock is not open or if no closing sales price of a share of
Common Stock is available on that day, the closing sales price of a share of
Common Stock for the day most recently preceding that day for which a closing
sales price is available. The market value of an option granted under the plan
on any day will be the market value of the underlying stock, determined as
aforesaid, less the exercise price of the option.

Under the plan, the option exercise price may be paid in cash, in shares of
Common Stock owned by the optionee for a period of at least six months (but not
with restricted stock prior to the expiration of the restriction period) or in a
combination of cash and such Common Stock. If all or any portion of the option
exercise price is paid in shares of Common Stock owned by the optionee, then
that stock will be valued at Fair Market Value as of the date the option is
exercised. The plan provides that an option will be deemed to be exercised on
the date that the Company receives full payment of the exercise price for the
number of shares

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for which the option is being exercised. For the purpose of assisting an
optionee to exercise an option, the Company, may, in the discretion of the
Omnibus Plan Committee, make loans to the optionee or guarantee loans made by
third parties to the optionee, in either case on such terms and conditions as
the Omnibus Plan Committee may authorize. The plan requires all such loans to be
recourse.

Under the plan, every option agreement will provide that, unless earlier
terminated, options granted pursuant to the Omnibus Plan will be exercisable at
any time on or after the date of exercise set forth in the option agreement and
before the date that is ten years after the date of grant, or in the case of an
ISO granted to a 10% Stockholder, before the date that is five years after the
date of grant. However, in the event of a Change of Control of the type set
forth in paragraph (a), (b) or (d) of the definition of Change of Control and
immediately prior to a Change of Control of the type set forth in paragraph (c)
of such definition, each outstanding option shall become immediately exercisable
in whole or in part regardless of any vesting schedule set forth in the related
option agreement. Notwithstanding the term of any option set forth in the
related option agreement, an option will terminate and may not be exercised if
the employee to whom it is granted ceases to be employed by the Company, except
that the option agreement may, in the discretion of the Omnibus Plan Committee,
provide: (1) that, if such employee's employment terminates for any reason other
than conduct that in the judgment of the Omnibus Plan Committee involves
dishonesty or action by the employee that is detrimental to the best interest of
the Company, then the employee may at any time within three months after
termination of his or her employment exercise his or her option but only to the
extent the option was exercisable by him or her on the date of termination of
employment; (2) that, if such employee's employment terminates on account of
total and permanent disability, then the employee may at any time within one
year after termination of his or her employment exercise his or her option but
only to the extent that the option was exercisable on the date of termination of
employment; and (3) that, if such employee dies while in the employ of the
Company, or within the three month or one year period following termination of
his or her employment as described in clause (1) or (2) above, then his or her
option may be exercised at any time within one year following his or her death
by the person or persons to whom his or her rights under the option shall pass
by will or by the laws of descent and distribution, but only to the extent that
such option was exercisable by him or her on the date of termination of
employment; notwithstanding the foregoing, no option may be exercised by anyone
after the expiration of its term. The last sentence will apply to any
outstanding options which are ISOs to the extent permitted by Code Section
422(d), and any outstanding ISOs in excess thereof will, immediately upon the
occurrence of the event described in such sentence, be treated for all purposes
of the plan as NQSOs and will be immediately exercisable as such as provided in
such sentence. Each option agreement may provide for acceleration of
exercisability in the event of retirement, death or disability. Any cessation of
employment, for purposes of ISOs only, shall include any leave of absence in
excess of 90 days unless the optionee's reemployment rights are guaranteed by
law or by contract. During the lifetime of the optionee, an option may be
exercisable only by him or her and may not be assigned or transferred. An option
may be transferred (unless the Omnibus Plan Committee otherwise prescribes) by
will or the laws of descent and distribution.

Subject to the terms and conditions and within the limitations of the plan,
the Omnibus Plan Committee may modify, extend or renew outstanding options
granted under the Omnibus Plan or accept the surrender of outstanding options
(to the extent not theretofore exercised) and authorize the granting of new
options in substitution therefor (to the extent not theretofore exercised). No
modification of an option may, without the consent of the optionee, alter or
impair any rights or obligations under any option theretofore granted under the
plan.

If upon the exercise of an option granted under the plan (an "Original
Option") the optionee pays the purchase price for the Original Option in whole
or in part in shares of Common Stock owned by the optionee, then the Company
must grant to the optionee on the date of such exercise an additional option
under the plan (the "Reload Option") to purchase that number of shares of Common
Stock equal to the number of shares of Common Stock transferred to the Company
in payment of the purchase price upon the exercise of the Original Option. The
price at which each share of Common Stock covered by the Reload Option may be
purchased will be the Fair Market Value per share of the Common Stock on the
date of exercise of the Original Option. The Reload Option will not be
exercisable until one year after the date the Reload Option is

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granted or after the expiration date of the Original Option. Upon the payment of
the purchase price for a Reload Option in whole or in part in shares of Common
Stock, the optionee shall be entitled to receive a further Reload Option. Under
the plan, shares of Common Stock covered by a Reload Option will reduce the
number of shares available under the Omnibus Plan.

The Omnibus Plan Committee may from time to time grant SARs to employees
who are granted options under the plan. Such SARs may, but need not, be granted
in conjunction with an option grant. SARs will entitle the holder, upon exercise
thereof in whole or in part, to receive payment in an amount equal in value to
the difference between the SAR exercise price per share and the Fair Market
Value per share of Common Stock on the date the SAR is exercised, multiplied by
the number of shares with respect to which the SAR shall have been exercised.
Such payment may be in the form of shares of Common Stock or cash or any
combination thereof. The exercise of SARs will result in a termination of the
SARs with respect to the number of shares covered by the exercise and, if
granted in conjunction with an option, will also result in a termination of the
related option with respect to the number of shares covered by the exercise. The
number of shares with respect to which SARs are exercised (rather than the
number of shares issued by the Company upon such exercise) will be deemed to
have been issued under an option granted pursuant to the plan and will not
thereafter be available for the granting of further benefits under the plan.
Each SAR will be evidenced by a SAR agreement which may be in such form and
contain such provisions as the Omnibus Plan Committee may from time to time
approve consistent with the plan. No SAR will be exercisable during the first
six months after the date of grant, except that (i) each SAR shall become
exercisable if there is a Change of Control of the type set forth in paragraph
(a), (b) or (d) of the definition of Change of Control, and (ii) each SAR shall
become exercisable immediately prior to a Change of Control of the type set
forth in paragraph (c) of the definition of Change of Control. SARs will not be
transferable other than by will or by the laws of descent and distribution and
will be exercisable during the holder's lifetime only by the holder.

The Omnibus Plan Committee, in its discretion, may from time to time award
restricted stock to any employee eligible to receive benefits under the plan.
Each employee who is awarded restricted stock will enter into a restricted stock
agreement with the Company in a form specified by the Omnibus Plan Committee
agreeing to the terms and conditions of the award and such other matters
consistent with the plan as the Omnibus Plan Committee in its sole discretion
may determine. Such conditions may include the deferral of a percentage of the
employee's annual cash compensation, not including dividends paid on restricted
stock, if any, to be applied toward the purchase of restricted stock upon such
terms and conditions, including such discounts, as may be set forth in the
restricted stock agreement. Restricted stock awarded to employees may not be
sold, transferred, pledged or otherwise encumbered during a restriction period
commencing on the date of the award and ending at such later date or dates as
the Omnibus Plan Committee may designate at the time of the award; however, all
restriction periods will end upon a Change of Control of the type set forth in
paragraph (a), (b) or (c) of the definition of Change of Control and immediately
prior to a Change of Control of the type set forth in paragraph (d) of the
definition of Change of Control. The employee will have the entire beneficial
ownership of the restricted stock awarded to him or her, including the right to
receive dividends and the right to vote such restricted stock.

If an employee ceases to be employed by the Company prior to the expiration
of the restriction period, then he or she will forfeit all of his or her
restricted stock with respect to which the restriction period has not yet
expired; however, the restricted stock agreements, in the discretion of the
Omnibus Plan Committee and pursuant to such terms and conditions as it may
impose, may provide: (1) that, if such employee's employment terminates on
account of total and permanent disability, then the employee shall not forfeit
his or her restricted stock or any related compensation deferral or a portion
thereof; and (2) that, if such employee dies while employed by the Company, then
his or her restricted stock or any related compensation deferral or a portion
thereof will not be forfeited.

If any change is made in the Common Stock by reason of any Business
Combination that does not result in a Change of Control or any recapitalization,
stock dividend, split up or combination of shares, then any shares received by
an Employee with respect to restricted stock shall be subject to the same
restrictions applicable to such restricted stock and the certificates
representing such shares shall be deposited with the

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Company. Shares of Common Stock shall cease to be restricted stock when, in
accordance with the terms of the restricted stock agreement, they become
transferable and free of substantial risk of forfeiture.

The Omnibus Plan Committee, in its discretion, may from time to time award
unrestricted stock to any employee eligible to receive benefits under the plan.
Each employee who is awarded unrestricted stock will enter into an unrestricted
stock agreement with the Company in a form specified by the Omnibus Plan
Committee agreeing to the terms and conditions of the award and such other
matters consistent with the Omnibus Plan as the Omnibus Plan Committee in its
sole discretion shall determine. Such conditions may include, but shall not be
limited to, the deferral of a percentage of the employee's annual cash
compensation, not including dividends paid on the unrestricted stock, if any, to
be applied toward the purchase of unrestricted stock upon such terms and
conditions, including such discounts, as may be set forth in the unrestricted
stock agreement. Upon the issuance of unrestricted stock to an employee under
the Omnibus Plan, the employee will have the entire beneficial ownership and all
the rights and privileges of a stockholder with respect to the unrestricted
stock awarded to him or her, including the right to receive dividends and the
right to vote such unrestricted stock.

The proceeds received by the Company from the sale of Common Stock upon the
exercise of options or in connection with the purchase of restricted stock or
unrestricted stock will be used for general corporate purposes.

Subject to any action required by the shareholders, the maximum number of
shares of Common Stock that may be issued under the Omnibus Plan, the number of
shares of Common Stock covered by each outstanding option, the number of shares
of Common Stock to which each SAR relates and the per-share exercise price under
each outstanding option shall be adjusted, in each case, to the extent and in
the manner that the Omnibus Plan Committee deems appropriate for any increase or
decrease in the number of issued shares of Common Stock resulting from a
reorganization, recapitalization, stock split, combination of shares, merger,
consolidation, rights offering, subdivision or consolidation of shares or the
payment of a stock dividend (but only on Common Stock) or any other change in
the corporate structure or shares of the Company.

Subject to any action required by the shareholders, in the event of a
Business Combination that does not result in a Change of Control, each
outstanding option and SAR shall pertain to and apply to the securities or other
consideration that a holder of the number of shares of Common Stock subject to
the option or to which the SAR relates would have been entitled to receive in
the Business Combination. In the event of a Business Combination that results in
a Change of Control of the type set forth in paragraph (c) of the definition of
Change of Control or in the event of the complete liquidation or dissolution of
the Company, then each outstanding option and SAR shall terminate; provided,
however, that each holder thereof shall, in such event, have the right
immediately prior to such Change of Control or complete liquidation or
dissolution, to exercise his or her option or SAR in whole or in part without
regard to any installment provision that might be contained in the applicable
agreement. The last sentence will apply to any outstanding options which are
ISOs to the extent permitted by Code Section 422(d), and such outstanding ISO's
in excess thereof shall, immediately upon the occurrence of such Business
Combination, be treated for all purposes of the Plan as NQSOs and shall be
immediately exercisable as such as provided in such sentence. Notwithstanding
the foregoing, in no event shall any option be exercisable after the date of
termination of the exercise period of such option.

In the event of a change in the Common Stock as presently constituted,
which change is limited to a change of all of the authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be Common
Stock within the meaning of the Omnibus Plan.

The Omnibus Plan Committee may from time to time amend, suspend or
discontinue the Omnibus Plan or revise it in any respect whatsoever for the
purpose of maintaining or improving its effectiveness as an incentive device,
for the purpose of conforming it to applicable governmental regulations or to
any change in applicable law or regulations, or for any other purpose permitted
by law; however, no such action by the Omnibus Plan Committee may adversely
affect any benefit theretofore awarded under the plan without the consent of the
holder so affected; and the Omnibus Plan Committee may not materially increase
the number
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of shares of Common Stock that may be issued under the plan or materially modify
the plan's requirements as to eligibility for participation without the approval
of the shareholders.

In addition to such other rights of indemnification as they may have as
directors or as members of the Omnibus Plan Committee, the members of the
Omnibus Plan Committee will be indemnified by the Company against the reasonable
expenses, including legal fees actually and necessarily incurred in connection
with the defense of any investigation, action, suit or proceeding, or in
connection with any appeal therefrom, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Omnibus Plan or any benefit awarded thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in or dismissal or other discontinuance of any such
investigation, action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such investigation, action, suit or proceeding
that such Omnibus Plan Committee member is liable for negligence or misconduct
in the performance of his or her duties, provided that, within 60 days after
institution of any such investigation, action, suit or proceeding, a committee
member shall in writing offer the Company the opportunity, at its own expense to
handle and defend the same.

OMNIBUS PLAN BENEFITS

On March 26, 2001, the closing price of the Common Stock on the NASDAQ was
$7.4375. The following table sets forth the number of shares of Common Stock
underlying the options granted under the Omnibus Plan in 2000 and the dollar
value such options would have had if such options had been exercisable as of
December 31, 2000.

OMNIBUS PLAN
------------------------------
DOLLAR VALUE NUMBER OF UNITS
------------ ---------------

D. K. Freeman.............................................. $ 256,250 100,000
S. F. Herbert.............................................. 85,493 35,146
H. Lewis, Jr............................................... 60,813 25,000
W. M. Ross................................................. 68,750 50,000
D. W. Johnson, Jr.......................................... -0- -0-
Executive Group............................................ 471,306 210,146
Non-Executive Director Group............................... -0- -0-
Non-Executive Officer Employee Group....................... $1,457,732 618,403

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Incentive Stock Options. Upon the grant of an ISO, the optionee will not
recognize any income. No income is recognized by the optionee upon the exercise
of an ISO if the holding period requirements contained in the Code are met,
including the requirement that the optionee remain an employee of the Company
during the period beginning with the date of the grant of the option and ending
on the day three months (one year if the optionee becomes disabled) before the
date the option is exercised. For the year in which an optionee exercises an
ISO, the alternative minimum taxable income of such optionee will be increased
by the amount that would have been ordinary income had the option been a NQSO
unless the optionee disposes of the shares acquired upon exercise during such
year in a taxable disposition in which case the maximum amount that can be
included in alternative minimum taxable income is the gain recognized on the
disposition of the shares.

Upon the subsequent disposition of shares acquired upon the exercise of an
ISO, the federal income tax consequences will depend upon when the disposition
occurs and the type of disposition. If the shares are disposed of by the
optionee after the end of the two-year period beginning on the day after the day
the option is granted and after the end of the one-year period beginning on the
day after the day the shares are issued to the optionee, any gain or loss
realized upon such disposition will be long-term capital gain or loss equal to
the difference between the option price of the ISO and amount received for the
shares. For purposes of determining the amount of such gain or loss, the
optionee's tax basis in the shares will generally be the option price. However,
if an optionee tenders shares upon the exercise of an NQSO, the optionee's tax
basis will be

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allocated among two groups of shares. First, with respect to a number of shares
equal to the number of the shares surrendered on the exercise of the option, the
optionee's basis will be the optionee's basis in such surrendered shares (i.e.,
transferred basis). Second the optionee's basis in the remaining shares received
upon the exercise of the option will be the amount of cash or the value of other
property paid by the optionee to exercise the option. The Company will not be
entitled to any income tax deduction in respect of the option or its exercise.

Generally, if the shares are disposed of by the optionee in a taxable
disposition within two years after the option is granted or one year after the
shares are issued to the optionee, the disposition will be deemed a
"disqualifying disposition." In the case of a disqualifying disposition, the
excess, if any, of the amount realized (up to the fair market value of the
shares on the exercise date) over the option price will be compensation taxable
to the optionee as ordinary income. Further, in a disqualifying disposition, the
excess, if any, of the amount realized on the disposition over the fair market
value of the shares on the exercise date will be a long-term or short-term
capital gain, depending upon the holding period of the shares. If the optionee
tenders shares in connection with the exercise of an option within two years
after the option is granted with respect to the tendered shares or within one
year after the tendered shares are transferred to the optionee, the tender of
such shares will be a taxable disposition with the tax consequences described in
this paragraph.

In the case of a disqualifying disposition whereby an optionee exchanges
the shares in a taxable disposition for less than the option price (in a
transaction not subject to Section 267 of the Code dealing with the disallowance
of losses in transactions between related taxpayers), the optionee will be
allowed a long-term or short-term capital loss (depending on the holding period
of the shares) equal to the difference between the amount realized on the
exchange and the option price paid for the shares.

In the case of a disqualifying disposition, the Company will be entitled to
a deduction (subject to the provisions of Section 162(m) of the Code discussed
under the caption "Limits on Deductions," below) equal to the amount of ordinary
income realized by the optionee.

If an optionee has not remained an employee of the Company during the
period beginning with the grant of an ISO and ending on the day three months
(one year if the optionee becomes disabled) before the date the option is
exercised, the exercise of such option will be treated as the exercise of a NQSO
with the tax consequences described below.

Non-Qualified Stock Options. Upon the grant of a NQSO, an optionee will
not recognize any income, unless the option has a readily ascertainable fair
market value. At the time a NQSO is exercised, the optionee will generally
recognize compensation taxable as ordinary income in an amount equal to the
difference between the fair market value on the exercise date of the shares
acquired pursuant to such exercise and the option price. However, if an optionee
tenders shares upon the exercise of an option, the optionee will recognize
ordinary income in an amount equal only to the fair market value of the number
of shares received by the optionee upon exercise which is in excess of the fair
market value of the number of tendered shares, less any cash paid by the
optionee.

The Company will be entitled to a deduction (subject to the provisions of
Section 162(m) of the Code discussed under the caption "Limits on Deduction,"
below) equal to the amount of income includible in the optionee's income upon
the exercise of the NQSO.

Upon a subsequent disposition of the shares, the optionee will recognize
capital gain or loss equal to the difference between the amount received upon
the sale or exchange of the shares and the optionee's basis in the shares. For
purposes of determining the amount of such gain or loss, the optionee's tax
basis in the shares will generally be the fair market value of such shares on
the exercise date (i.e., the sum of ordinary income recognized by the employee
upon the exercise of the NQSO plus the amount paid by the employee to exercise
the NQSO).

However, if an optionee tenders shares upon the exercise of an NQSO, the
optionee's tax basis will be allocated among two groups of shares. First, with
respect to a number of shares equal to the number of the shares surrendered on
the exercise of the option, the optionee's basis will be the optionee's basis in
such surrendered shares (i.e., transferred basis). Second the optionee's basis
in the remaining shares received upon
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the exercise of the option will be the sum of the ordinary income recognized by
the optionee upon the exercise of the option plus any cash or other property
paid by the optionee to exercise the option.

Depending on the holding period of the shares, any capital gain or capital
loss recognized on the sale or exchange of the shares will be either short-term
or long-term.

Stock Appreciation Rights. Upon the grant of a SAR, an employee will not
recognize any income. At the time a SAR is exercised, the employee will
recognize compensation taxable as ordinary income, and the Company will be
entitled to a deduction (subject to the provisions of Section 162(m) of the Code
discussed under the caption "Limits on Deduction" below), in an amount equal to
the sum of the cash paid by the Company and the fair market value on the
exercise date of any shares issued. The optionee's tax basis of any shares
received upon the exercise of a SAR will be the fair market value of such shares
on the exercise date (i.e., the ordinary income recognized by the employee which
is attributable to the shares received).

Restricted Stock. An employee will not recognize any income upon the grant
of an award of restricted stock. Generally, any dividends or dividend
equivalents received by the employee with respect to shares of restricted stock
prior to the date the employee recognizes income with respect to such an award
will be treated by the employee as compensation taxable as ordinary income, and
the Company will be entitled to a deduction (subject to the provisions of
Section 162(m) of the Code discussed under the caption "Limits on Deductions"
below), equal to the amount of ordinary income recognized by the employee.

With respect to restricted stock, the employee will recognize income with
respect to the receipt of the restricted stock at the earlier of when the
restricted stock becomes transferable or the restricted stock is no longer
subject to a substantial risk of forfeiture. Generally, at the time restricted
stock becomes transferable or is no longer subject to a substantial risk of
forfeiture (whichever occurs first), an employee will recognize ordinary income
in an amount equal to the fair market value of the shares of Common Stock
received (as of the earlier of the date of transferability or the date of the
lapse of the risk of forfeiture) over the amount, if any, paid by the employee.

However, by making a special election within 30 days of the grant date and
notifying the Company, an employee may accelerate the recognition of taxable
income to the date restricted stock is granted rather than when the restricted
stock becomes transferable or upon the lapse of the substantial risk of
forfeiture. If the employee makes this election, the employee will recognize
ordinary income, in the year of the grant, in an amount equal to the fair market
value of the shares of Common Stock received (as of the grant date) over the
amount, if any, paid by the employee at the time of the grant. Making the
special election permits the employee to fix the ordinary income tax treatment
as of the date of the grant and to pay the tax on any appreciation (occurring
after the grant date) at capital gain rates if and when the employee disposes of
the restricted stock.

If an employee forfeits restricted stock prior to the recognition of any
income (before it becomes transferable or the lapse of the substantial risk of
forfeiture), the employee recognizes an ordinary gain or loss equal to the
difference between the amount received for the forfeited Common Stock and the
amount the employee paid, if any, for the forfeited Common Stock. If an employee
forfeits restricted stock after the recognition of income due to the lapse of
the restriction on transferability but before the lapse of the substantial risk
of forfeiture, the employee recognizes a gain or loss equal to the difference
between the amount received for the forfeited Common Stock and the employee's
basis in the forfeited Common Stock (generally the sum of the amount of ordinary
income recognized by the employee on the lapse of the restriction on
transferability plus the amount, if any, the employee paid for the forfeited
Common Stock). Any gain will be a short-term or a long-term capital gain,
depending on the holding period of the forfeited Common Stock, and a loss will
be an ordinary loss to the extent that the employee had previously recognized
ordinary income.

If the employee made a special election as described above with respect to
forfeited restricted stock, the forfeiture is treated as a sale or exchange, and
the employee recognizes a short-term (holding period of one year or less) or
long-term (holding period of more than one year) capital gain or loss equal to
the difference between the amount paid for the forfeited Common Stock and the
amount received for such forfeited

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Common Stock. In such a case, the loss is a capital loss and the employee's loss
is calculated using the amount paid for the forfeited Common Stock rather than
the employee's basis in the forfeited property (i.e. in the case of a
forfeiture, an employee's basis is not increased by the income recognized upon
making the special election).

Generally, in the year in which the employee recognizes the income, the
Company is entitled to a deduction equal to the income recognized by the
employee (subject to the provisions of Section 162(m) of the Code discussed
under the caption "Limits on Deductions" below). The Company and the employee
will be subject to the applicable employment and withholding taxes. However, if
the employee made a special election described above with respect to forfeited
restricted stock, no deduction is allowed with respect to the forfeiture.

Upon the sale or exchange of Common Stock acquired through the payment of
restricted stock, after the lapse of the substantial risk of forfeiture, an
employee will recognize a capital gain or loss equal to the difference between
the amount received for the sale or exchange of Common Stock and the employee's
basis in the Common Stock (generally the sum of the amount of ordinary income
recognized by the employee upon the special election, the lapse of the
substantial risk of forfeiture or the lapse of the restriction on
transferability plus the amount, if any, the employee paid for the Common
Stock). Any gain or loss recognized on the disposition of the Common Stock
(other than by forfeiture) will be short-term or long-term capital gain or loss,
depending on the holding period for the Common Stock. Generally, the holding
period for the Common Stock begins when the special election is made or on the
earlier of when such property becomes transferable or the lapse of the
substantial risk of forfeiture.

Unrestricted Stock. Upon the receipt of unrestricted stock, an employee
will recognize compensation taxable as ordinary income, and the Company will be
entitled to a deduction (subject to the provisions of Section 162(m) of the Code
discussed under the caption "Limits on Deduction" below), in an amount equal to
the fair market value on the date the unrestricted stock is issued. The
employee's tax basis of any unrestricted stock received will generally be the
fair market value of such shares on the receipt date (i.e., the amount of
ordinary income recognized by the employee upon the receipt of the unrestricted
stock). Upon a subsequent disposition of the unrestricted stock, the employee
will recognize long- or short-term capital gain or loss, depending upon the
holding period of such shares. The amount of such gain or loss will be
determined by the difference between the amount received for the unrestricted
stock and the employee's basis in such stock.

Limits on Deduction. Under Section 162(m) of the Code, the amount of
compensation paid to the chief executive officer and the four other most highly
paid executive officers of the Company in the year for which a deduction is
claimed by the Company (including its subsidiaries) is limited to $1,000,000 per
person, except that compensation which is performance-based will be excluded for
purposes of calculating the amount of compensation subject to this $1,000,000
limitation. The ability of the Company to claim a deduction for compensation
paid to any other executive officer or employee of the Company (including its
subsidiaries) is not affected by this provision.

The Company has structured the Omnibus Plan so that any compensation for
which the Company may claim a deduction in connection with the exercise of SARs
and the disposition by an optionee of shares acquired upon the exercise of ISOs
will be performance-based within the meaning of Section 162(m) of the Code.
Because the grant of restricted stock, unrestricted stock and NQSOs is not
deemed to be performance-based under Section 162(m) of the Code, amounts for
which the Company may claim a deduction with respect to a NQSO, upon the grant
of such unrestricted stock or the lapse of any restrictions on such shares of
restricted stock will be subject to the limitations on deductibility in Section
162(m). See the "Compensation Committee Report -- Policy with Respect to
$1,000,000 Deduction Limit."

Parachute Payments. Under certain circumstances, accelerated vesting or
exercise of options or SARs in connection with a Change in Control of the
Company might be deemed an "excess parachute payment" for purposes of the golden
parachute tax provisions of Sections 280G and 4999 of the Internal Revenue Code.
To the extent it is so considered, the optionee or grantee may be subject to an
excise tax equal to 20% of the amount of the excess parachute payment and the
Company may be denied a tax deduction.
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Additional Information. The recognition by an employee of compensation
income with respect to a grant or an award under the Omnibus Plan may be subject
to withholding for federal income and employment tax purposes. If an employee,
to the extent permitted by the terms of a grant or award under the Omnibus Plan,
uses shares of Common Stock to satisfy the federal income and employment tax
withholding obligation, or any similar withholding obligation for state and
local tax obligations, the employee will recognize a capital gain or loss,
short-term or long-term, depending on the tax basis and holding period for such
shares of Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE OMNIBUS AMENDMENT.

OTHER BUSINESS

The Board of Directors is not aware of any other matter which will be
presented for action at the Annual Meeting, but if any business is properly
brought before the meeting, it is intended that the proxies received from this
solicitation will be voted by the persons named therein in accordance with their
best judgment.

INDEPENDENT AUDITORS

Ernst & Young LLP audited the financial statements of the Company for the
fiscal year ended December 31, 2000. Representatives of Ernst & Young LLP are
expected to be present at the Annual Meeting, with the opportunity to make a
statement if they desire to do so, and are expected to be available to respond
to appropriate questions.

CHANGE IN INDEPENDENT ACCOUNTANTS

On March 23, 2000, the Company dismissed PricewaterhouseCoopers LLP as its
independent accountants. The reports of PricewaterhouseCoopers LLP on the
financial statements for the past two years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The Audit Committee recommended the
decision to change independent accountants and its recommendation was approved
by the Board of Directors. During the two most recent fiscal years and through
March 23, 2000, there were no disagreements with PricewaterhouseCoopers LLP on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure that, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make
reference to the subject matter of the disagreement in connection with its
report. During the two most recent fiscal years and through March 23, 2000,
there were no "reportable events" as defined in Regulation S-K Item
304(a)(1)(v).

On March 28, 2000, the Company engaged Ernst & Young LLP as its independent
accountants. Neither the Company nor anyone on its behalf had consulted with
Ernst & Young LLP regarding (1) either the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the registrant's financial statements or (2)
any matter that was either the subject of a disagreement or reportable event
with PricewaterhouseCoopers LLP as described in Regulation S-K Item 304(a).

AUDIT FEES

Ernst & Young LLP billed the Company $255,000 for professional services
rendered for the audit of the Company's consolidated annual financial statements
for the fiscal year ended December 31, 2000 and the reviews of the financial
statements included in the Company's quarterly reports on Forms 10-Q for that
fiscal year.

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AUDIT RELATED FEES

Ernst & Young LLP billed the Company a total of $70,000 for audit related
fees for the fiscal year ended December 31, 2000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No fees were billed by Ernst & Young LLP for professional services relating
to Financial Information Systems Design and Implementation rendered during the
fiscal year ended December 31, 2000.

ALL OTHER FEES

Ernst & Young LLP billed the Company a total of $40,000 for professional
services rendered other than as stated above under the captions "Audit Fees,"
"Audit Related Fees" and "Financial Information System Design and Implementation
Fees" for the fiscal year ended December 31, 2000.

PROPOSALS FOR 2002 ANNUAL MEETING OF SHAREHOLDERS

Shareholders who intend to present proposals for consideration at next
year's annual meeting are advised that any such proposal must be received by the
Secretary of the Company no later than the close of business on December 7,
2001, if such proposal is to be considered for inclusion in the proxy statement
and form of proxy relating to that meeting.

In addition, the Company's bylaws provide that shareholder proposals,
including nominations of directors, may be considered at a meeting of
shareholders only if made by a shareholder of record entitled to vote at the
meeting who gives written notice of the proposal to the Secretary of the Company
that is received at the Company's principal offices not less than 45 days prior
to the anniversary of the date on which the Company first mailed its proxy
materials for the preceding year's annual meeting; provided, however, if no
annual meeting was held in the preceding year or the date of the annual meeting
has been changed by more than 30 days from the date of the preceding year's
annual meeting, notice by the shareholder must be received not later than the
close of business on the later of 90 days in advance of the annual meeting or 10
days following the date on which public announcement of the date of the meeting
is first made. Any written notice of a shareholder proposal by a shareholder to
the Secretary must include (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and address, as they appear on the Company's books, of the
shareholder proposing such business, (c) the class and number of shares of stock
beneficially owned by the shareholder, (d) any material interest of the
shareholder in such business and (e) in the case of nominations of directors,
such other information regarding the nominee as may be required to be disclosed
in the proxy statement, and the written consent of the proposed nominee to his
nomination and to serve as director, if elected.

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APPENDIX A

RESOURCE BANCSHARES MORTGAGE GROUP
AUDIT COMMITTEE CHARTER

I. ORGANIZATION

The Audit Committee shall comprise at least three and a maximum of five
directors, none of whom is an officer or employee of Resource Bancshares
Mortgage Group (RBMG) or its subsidiaries and all of whom are free of any
relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgement in carrying out the
responsibilities of a director. All members of the Audit Committee shall be able
to read and understand fundamental financial statements, and at least one member
of the Audit Committee shall have financial or accounting experience or
background which results in such member's financial sophistication.

The members of the Audit Committee shall be elected by the Board of Directors
annually or until their successors shall be duly elected and qualified. Unless a
Chairman of the Audit Committee is elected by the full Board of Directors, the
members of the Audit Committee may designate a Chairman by majority vote of the
full Audit Committee.

II. STATEMENT OF POLICY

The Audit Committee shall assist the Board of Directors in fulfilling its
fiduciary responsibility to the shareholders, investment community and others
relating to the financial accounting and reporting policies of RBMG and the
quality and integrity of its financial reports. In so doing, it is the
responsibility of the Audit Committee to maintain free and open communication
between the directors, independent auditors, and RBMG financial management.

In carrying out its responsibilities, the Audit Committee will:

Independent Auditors

1. Review and recommend to the Board of Directors annually the appointment,
retention or discharge of the independent auditors to examine the
consolidated financial statements of RBMG and approve the fees and other
compensation to be paid to the auditors. It is understood that the
independent auditors are ultimately accountable to the Board of Directors
through the Audit Committee, and that the Board of Directors and the Audit
Committee shall have ultimate authority to select, evaluate and, where
appropriate replace the independent auditors.

2. Review the independent auditor's periodic Peer Review report accompanied by
their written response.

3. On an annual basis, review and discuss with the independent auditors their
relationships with RBMG and others to ascertain the independence of such
auditors in accordance with Independence Standard No. 1 and receive a letter
from the independent auditors affirming such independence.

4. Meet annually with the independent auditors and RBMG's financial management
and internal auditors to review and approve a comprehensive plan outlining
the scope of the proposed audits for the current year and the appropriateness
of audit procedures to be utilized, including the adequacy of staffing and
budgeting.

5. Provide opportunity for the internal and independent auditors to meet with
the Audit Committee without members of management present. Among the items to
be discussed are the independent auditors' evaluation of the corporation's
financial, accounting and auditing personnel, to ascertain that no
restrictions are being placed by management on the scope of their work, that
management is cooperating fully with the independent auditors and whether any
disagreements with management might have occurred.

6. Review and approve management's recommendations regarding the range and cost
of non-audit services performed by the independent auditors.

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7. Discuss with the independent auditors, at least annually, matters required by
Statement of Auditing Standards 61.

8. Upon completion of the annual audit, review and approve management's
recommendations as to total independent auditor compensation for the
preceding year.

Financial Reporting Process

9. Annually review with the independent auditors, RBMG's chief audit executive,
and financial and accounting personnel the continued adequacy and
effectiveness of RBMG's financial accounting and control systems, including
those established to monitor and manage business risks and legal and ethical
compliance programs.

10. Review the internal audit function of the corporation, including the
independence and authority of its reporting obligations, the proposed audit
plans, and the coordination of such plans with the independent auditors.
Review periodic reports prepared by the internal auditing department and
management's response.

11. Review with financial management and the independent auditors the interim
financial results prior to their public release and filing of the Quarterly
Report on Form 10-Q. Although all Audit Committee members encouraged to
attend, the Chairman of the Committee may represent the entire committee for
purposes of this review.

12. Discuss with General Counsel any significant pending or threatened
litigation that might in the aggregate have a material effect on RBMG
together with the probability of an unfavorable outcome.

13. Review RBMG's audited consolidated financial statements included in the
Annual Report with management and the independent auditors, including the
nature and quality of accounting principles (and the application of such
principles including underlying judgements, practices, assumptions and
estimates and any change thereof) including a summary of significant
adjustments proposed by the independent auditors, and recommend to the Board
of Directors whether the audited consolidated financial statements should be
included in RBMG's Annual Report on Form 10-K.

Review of Other Documents and Reports

14. Review with appropriate management personnel the actions taken to ensure
compliance with the corporation's Code of Conduct and the results of
confirmation and violations of such Code, including a summary of any related
party transactions.

15. Review RBMG's programs and policies designed to ensure compliance with
applicable laws and regulations and monitor the results of these compliance
efforts.

Accountability to Board of Directors

16. Report through its Chairman to the Board of Directors following each Audit
Committee meeting.

17. Maintain minutes or other records of Audit Committee meetings and
activities, all of which shall be submitted to the corporate secretary to be
filed with the meeting minutes of RBMG's Board of Directors.

18. Review and assess this Charter annually and report and make recommendations
to the Board of Directors regarding revisions thereof for their approval.

Other

19. Review management reports outlining accounting or other irregularities or
other losses not incurred in the ordinary course of business with an
estimated financial impact of more than $100,000 in the aggregate in any one
year.

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20. Perform any other activities consistent with this Charter, RBMG's by-laws
and charter and governing law as the Audit Committee or the Board of
Directors deems necessary or appropriate. The Audit Committee will have the
sole discretion to retain outside counsel for this purpose.

21. As required, prepare a letter for inclusion in the annual proxy statement
that describes the committee's composition and responsibilities, and how
they were discharged.

In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, in order to react to changing conditions
and to ensure to the directors and shareholders that RBMG's financial accounting
and reporting practices are in accordance with Generally Accepted Accounting
Principles and all statutory requirements and are of the highest quality.

III. MEETINGS

The Audit Committee shall hold at least four meetings annually which shall be
held shortly before the interim and annual financial statements are filed with
the Securities and Exchange Commission. In addition, the Audit Committee shall
hold such special meetings as may be called by the Chairman of the Audit
Committee or at the request of RBMG's independent or internal auditors. A
majority of the Audit Committee constitutes a quorum.

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APPENDIX B

RESOURCE BANCSHARES MORTGAGE GROUP, INC.
AMENDMENT TO OMNIBUS STOCK AWARD PLAN

RESOLVED, that subject to shareholder approval, the Amended and Restated
Resource Bancshares Mortgage Group, Inc. Omnibus Stock Award Plan, as previously
amended (the "Omnibus Plan"), be and it hereby is, amended by increasing the
number of shares of the Corporation's common stock, par value $.01 per share
(the "Common Stock"), that may be issued under the Omnibus plan by 500,000 (the
"amendment").

APPENDIX C

RESOURCE BANCSHARES MORTGAGE GROUP, INC.
OUTSIDE DIRECTORS' STOCK OPTION PLAN
(AS AMENDED THROUGH MARCH 19, 2001)

ARTICLE I
PURPOSE; EFFECTIVE DATE; DEFINITIONS

1.1 Purpose. This Resource Bancshares Mortgage Group, Inc. Outside
Directors' Stock Option Plan is intended to secure for Resource Bancshares
Mortgage Group, Inc. and its stockholders the benefits of the incentive inherent
in common stock ownership by the Outside Directors of the Company, who are
responsible in part for the Company's growth and financial success, and to
afford such persons the opportunity to obtain and thereafter increase a
proprietary interest in the Company on a favorable basis and thereby share in
its success.

1.2 Effective Date. Subject to the approval of the Board and to
ratification by the Company's stockholders as provided in Section 5.8, this Plan
shall become effective as of July 27, 2000.

1.3 Definitions. Capitalized terms used in this Plan but not defined
herein are used herein as defined in the Option Agreement. In addition,
throughout this Plan, the following terms shall have the meanings indicated:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.

(c) "Committee" shall mean the a committee of the Board that
is composed solely of two or more "nonemployee directors" within the meaning of
Rule 16b-3 promulgated under the Exchange Act.

(d) "Common Stock" shall mean the Common Stock, par value $.01
per share, of the Company.

(e) "Company" shall mean Resource Bancshares Mortgage Group,
Inc., a Delaware corporation.

(f) "Director" shall mean any member of the Board.

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(g) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(h) "Fair Market Value" shall mean, with respect to the Common
Stock on any day, the closing sales price of a share of Common Stock for the
immediately preceding or, if the principal market for trading the Common Stock
is not open or if no closing sales price of a share of Common Stock is available
that day, the closing sales price of a share of Common Stock for the day most
immediately preceding that day for which a closing sales price is available. The
market value of an Option granted under the Plan on any day shall be the market
value of the underlying Common Stock, determined as aforesaid, less the exercise
price of the Option.

(i) "Option" shall mean an option to purchase shares of Common
Stock awarded to an Outside Director pursuant to this Plan.

(j) "Option Agreement" shall mean an agreement between the
Company and an Outside Director, in substantially the form of Annex A to this
Plan, evidencing the award of an Option; provided, however, that if an Outside
Director elects pursuant to Section 4.1(c) of the Plan to receive an Option
which is exercisable in whole immediately upon the date of award, then Section
3(a) of the Option Agreement shall be replaced in its entirety with the
following:

(a) The Option shall be exercisable, in whole or
in part, at any time and from time to time
during the Option Period, but not
thereafter. The Option shall terminate on
the expiration of the Option Period, if not
earlier terminated.

(k) "Option Shares" shall mean the shares of Common Stock
purchased upon exercise of an Option.

(l) "Outside Director" shall mean any Director other than a
Director who, at the time of an Option award to such Director hereunder, is a
full-time employee or executive officer of the Company or any subsidiary of the
Company.

(m) "Plan" shall mean this Resource Bancshares Mortgage Group,
Inc. Outside Directors' Stock Option Plan, as the same may be amended from time
to time.

(n) "Change of Control" shall mean:

(1) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of Common Stock (the
"Outstanding Company Common Stock") or (ii) the combined voting power
of the then outstanding voting securities of the Company entitled to
vote generally in the election of

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directors (the "Outstanding Company Voting Securities"); provided,
however, that for purposes of this paragraph (1), the following
acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation
pursuant to a transaction which complies with subparagraphs (i), (ii)
and (iii) of paragraph (3) of this subsection 1.3(n); or

(2) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a Director subsequent to the date hereof whose
election, or nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the Directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with
respect to the election or removal of Directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or

(3) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company or the acquisition of assets of another
corporation (a "Business Combination"), in each case, unless, following
such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination of
the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of
such corporation except to the extent that such ownership existed prior
to the Business Combination and (iii) at least a majority of the
members of the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or

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(4) Approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.

ARTICLE II
COMMITTEE

2.1 Committee Work. The Company's Senior Vice President for Human
Resources (or other person with the responsibilities of such an officer) shall
advise the Committee, upon request, as to the proper interpretation,
construction and administration of this Plan and the Options. Nevertheless, this
Plan and the Options shall be interpreted, construed and administered by the
Committee alone. An Outside Director may appeal to the Committee, in writing,
any decision or action of the Committee with respect to the Plan that adversely
affects the Outside Director. Upon review of such appeal, and in any other case
where the Committee has acted with respect to the Plan or Options, the decision
on appeal or the interpretation or construction by the Committee of any
provision of this Plan or of any Option shall be conclusive and binding on all
parties. A majority of the entire Committee shall constitute a quorum, and the
action of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. In addition, any decision
or determination reduced to writing and signed by all members of the Committee
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held. Subject to the provisions of the Plan and the
Company's bylaws, the Committee may make such additional rules and regulations
for the conduct of its business as it shall deem advisable and shall hold
meetings at such times and places as it may determine.

2.2 Good Faith Determinations.No member of the Committee or other
member of the Board shall be liable for any action or determination made in good
faith with respect to this Plan or any Option granted hereunder.

ARTICLE III
ELIGIBILITY; SHARES SUBJECT TO THE PLAN

3.1 Eligibility. Only Outside Directors shall be eligible to receive
Option awards under this Plan.

3.2 Shares Subject to the Plan. Subject to the provisions of Section
4.3(d) (relating to adjustment for changes in the Common Stock), the maximum
number of shares that may be issued under this Plan shall not exceed in the
aggregate 400,000 shares of Common Stock, as such number of shares may be
adjusted after July 27, 2000 pursuant to Section 4.3(d). Such shares may be
authorized and unissued shares or, in the alternative, authorized and issued
shares that have been reacquired by the Company as treasury stock. If any Option
awarded under this Plan shall for any reason terminate or expire or be
surrendered without having been exercised in full, then the underlying shares
not acquired by Option exercise shall be available again for grant hereunder.

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ARTICLE IV
OPTION AWARDS

4.1 Grant of Options. (a) As of July 27, 2000, each person who is then
an Outside Director shall be awarded an Option to purchase 10,000 shares of
Common Stock, in each case at an exercise price per share equal to the Fair
Market Value per share of Common Stock on July 27, 2000.

(b) On September 1 of each year during the term of the Plan
(including September 1, 2000), the Committee, upon recommendation of the
Company's Chief Executive Officer, shall award Options to Outside Directors to
purchase shares of Common Stock, in each case at an exercise price equal to the
Fair Market Value per share of Common Stock on the September 1 that is the award
date. The number of shares of Common Stock that are subject to an Option to an
Outside Director may not exceed the number of shares recommended to the
Committee for such Outside Director by the Company's Chief Executive Officer. In
making any such recommendation to the Committee and the Committee's award of an
Option, the Company's Chief Executive Officer and the Committee may take into
account the nature of the services rendered by the Outside Director, other
compensation payable to the Outside Director by the Company, the capacity of the
Outside Director to contribute to the success of the Company and such other
factors that the Company's Chief Executive Officer and the Committee may
consider relevant.

(c) Any Outside Director may notify the Company's Chief
Executive Officer if the Outside Director wishes to receive an Option in lieu of
cash for the annual retainer to which the Outside Director is entitled for
service as an Outside Director or as chairman of or as a member of a Board
committee (but not in lieu of any other compensation, including fees for
attending meetings). Such notification (i) must be in writing, (ii) must
indicate whether the Outside Director wishes to receive an Option which is
exercisable (A) in whole immediately upon the date of award or (B) as provided
in Section 4.2 of the Plan and (iii) must be received by the Company's Chief
Executive Officer during the month of March. The notification shall relate to
all retainers payable during the 12 month period beginning on the April 1 next
following receipt of the notification and ending the following March 31 and is
irrevocable during such period. The Company's Chief Executive Officer shall
provide copies of all notifications to the Committee, which shall determine
whether to award Options in lieu of retainers to those who have requested same.
The number of shares of Common Stock that are subject to an Option to be awarded
to an Outside Director in lieu of his or her retainer shall be determined by the
Committee such that the value of the Option will be substantially equal to the
amount of the retainer which would otherwise be payable. In making such
determination, the Committee shall use a generally accepted independent option
valuation method. The exercise price of the Option shall be equal to the Fair
Market Value per share of Common Stock on the date that the retainer would
otherwise be payable in cash. The Options so awarded shall be subject to any
policy adopted by the Board relating to attendance at Board meetings, as it may
be

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amended from time to time.

(d) Notwithstanding Section 4.1(c) and Section 4.2 of the
Plan, grants of Options made prior to stockholder approval, as provided in
Section 5.8 of the Plan, shall be subject to such stockholder approval and shall
not be exercisable prior to such approval.

4.2 Vesting. Except as provided in Section 4.1(c) of the Plan, each
Option shall be exercisable, in whole or in part, at any time and from time to
time during the Option Period, but not thereafter, to the extent set forth in
the schedule below:

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if the period from then the maximum percentage of the Option
the date of the award Shares that may be purchased through such
until the Exercise Date is: Exercise Date is:
----------------------------------------- -------------------------------------------

Less than 1 year, 20%
At least 1 year, 40%
But less than 2 years,
At least 2 years, 60%
but less than 3 years,
at least 3 years, 80%
but less than 4 years,
at least 4 years, 100%

Provided, however, that (i) in the event of a Change of Control of the type set
forth in paragraph (1), (2) or (4) of the definition of Change of Control and
(ii) immediately prior to the occurrence of a Change of Control of the type set
forth in paragraph (3) of the definition of Change of Control, each Option
outstanding under the Plan shall become exercisable in whole or in part without
regard to the foregoing schedule. In addition, each Option Agreement shall
provide for acceleration of exercisability in the event of death or permanent
and total disability (within the meaning of Section 22(e)(3) of the Code). Each
Option shall terminate on the expiration of its Option Period, if not earlier
terminated.

4.3 Other Terms and Conditions. Each Option award under this Plan shall
be evidenced by an Option Agreement. The Option Agreements need not be identical
with one another, but each one shall include the substance of all of the
following terms and conditions:

(a) Numbers of Shares, Option Exercise Price and Vesting
Schedule. Each Option Agreement shall state the number of shares of Common Stock
to which it pertains, the Option exercise price and the schedule by which the
Options subject thereto shall become exercisable, all in accordance with this
Plan.

(b) Medium and Time of Payment. Upon exercise of an Option,
the Option exercise price shall be payable in United States dollars, in cash
(including check) or (unless the Board otherwise prescribes) in shares of Common
Stock owned by the optionee for a period of six months, or in a combination of
cash and such Common Stock. If all or any portion of the Option exercise price
is paid in Common Stock owned by the optionee, then that stock shall be valued
at its Fair Market Value as of the date the Option is exercised. An Option shall
be deemed to be exercised on the date that the Company receives full payment of
the exercise price for the number of shares for which the Option is being
exercised. For the purpose of assisting an optionee to

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exercise an Option, the Company may, in the discretion of the Board, make
recourse loans to the optionee or guarantee recourse loans made by third parties
to the optionee, in either case on such terms and conditions as the Board may
authorize.

(c) Minimum Exercise; No Transfers. Not less than 100 shares
of Common Stock may be purchased by Option exercise at any one time unless the
number purchased is the total number of shares in respect of which the Option is
then exercisable. No Option shall be assignable or transferable by an optionee,
and no other person shall acquire any rights therein, except that the Option may
be transferred by will or the laws of descent or distribution or pursuant to a
formal court order in connection with the divorce of the optionee.

(d) Recapitalization; Reorganization. Subject to any action
required by the stockholders of the Company, the maximum number of shares of
Common Stock that may be issued under this Plan pursuant to Section 3.2, the
number of shares of Common Stock covered by each outstanding Option and the
per-share exercise price applicable to each outstanding Option shall, in each
case, be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a subdivision or consolidation of
shares or the payment of a stock dividend (but only on the Common Stock) or any
other increase or decrease in the number of such shares effected without receipt
of consideration by the Company.

Subject to any action required by the stockholders, in the
event of a Business Combination that does not result in a Change of Control,
each Option outstanding under the Plan shall pertain to and apply to the
securities or other consideration that a holder of the number of shares of
Common Stock underlying the Option would have been entitled to receive in the
Business Combination. In the event of a Business Combination that results in a
Change of Control of the type set forth in paragraph (3) of the definition of
Change of Control or in the event of the complete liquidation or dissolution of
the Company, then each outstanding Option shall terminate; provided however,
that each optionee shall, in such event, have the right immediately prior to
such Change of Control or complete liquidation or dissolution, to exercise his
or her Option in whole or in part without regard to any installment provision
that might be contained in the applicable Option Agreement.

In the event of a change in the Common Stock as presently
constituted, which change is limited to a change of all of the authorized shares
with par value into the same number of shares with a different par value or
without par value, the shares resulting from any such change shall be deemed to
be Common Stock within the contemplation of this Plan.

The foregoing adjustments shall be made by the Committee,
whose determination shall be conclusive.

Except as expressly provided in this subsection, the optionee
shall have no rights by reason of (i) any subdivision or consolidation of shares
of any class, (ii) any stock dividend, (iii) any other increase or decrease in
the number of shares of stock of any class, (iv) any dissolution, liquidation,
merger or consolidation or spin-off, split-off or split-up of assets of the

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Company or stock of another corporation or (v) any issuance by the Company of
shares of stock of any class or securities convertible into shares of stock of
any class. Moreover, except as expressly provided in this subsection, the
occurrence of one or more of the above-listed events shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of, or
the exercise price relative to, the shares of Common Stock underlying the
Option.

The grant of an Option pursuant to this Plan shall not affect
in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes to, of or in its capital or
business structure or to merge, consolidate, dissolve or liquidate or sell or
transfer all or any part of its business or assets.

(e) Rights as a Stockholder. An optionee or a transferee of an
Option shall have no rights as a stockholder with respect to any shares
underlying his or her Option until the date of the issuance of a stock
certificate for those shares upon payment of the exercise price. No adjustments
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to the date such stock certificate is issued, except as
provided in subsection 4.3(d).

(f) Option Termination.

(1) Each Option Agreement shall provide that, if the optionee
ceases to be a Director incidental to conduct that, in the judgment of
the Committee, involves a breach of fiduciary duty by such optionee or
other conduct detrimental to the Company, then his or her Option shall
terminate immediately and thereafter be of no force or effect.

(2) Each Option Agreement shall also provide that, if the
optionee ceases to be a Director for a reason other than conduct that,
in the judgment of the Committee, involves a breach of fiduciary duty
by such optionee or other conduct detrimental to the Company, then the
optionee may at any time within three months after he or she ceases to
be a Director exercise his or her Option but only to the extent the
Option was exercisable by him or her on the date he or she ceased to be
a Director (the unexercisable portion of the Option shall terminate and
thereafter be of no force or effect); provided, however, that if an
optionee so requests, his or her Option Agreements shall provide that
if the approval of the stockholders has not been obtained as required
by Section 5.8 at the time the optionee so ceases to be a Director, the
three months shall not begin to run until the first to occur of (i)
such approval of stockholders or (ii) June 1, 2001.

(3) Each Option Agreement also shall provide that, if the
optionee becomes permanently and totally disabled (within the meaning
of Section 22(e)(3) of the Code) while serving as a Director, then such
Option may be fully exercised not later than the expiration of twelve
months following such permanent and total disability by the optionee or
person, if any, appointed by a court to administer the affairs of the
optionee.

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(4) Each Option Agreement also shall provide that, if the
optionee dies while serving as a Director, then such Option may be
fully exercised not later than the expiration of twelve months
following such death by the person or persons to whom his or her rights
under the Option shall pass by will or by the laws of descent or
distribution. In addition, each Option Agreement also shall provide
that, if the optionee dies within the three month period described in
clause (2) above or the one year period described in clause (3) above,
then his or her Option may be exercised at any time within one year
following his or her death by the person or persons to whom his or her
rights under the Option shall pass by will or by the laws of descent
and distribution, but only to the extent that such Option was
exercisable by him or her on his or her date of death.

(5) Each Option Agreement also shall provide for acceleration
of exercisability in the event of a Change of Control.

(6) Notwithstanding anything to the contrary in this
subsection, an Option may not be exercised by anyone after the
expiration of its term.

ARTICLE V
MISCELLANEOUS

5.1 Designation. This Plan may be referred to in other documents and
instruments as the "Resource Bancshares Mortgage Group, Inc. Outside Directors'
Stock Option Plan."

5.2 Amendment, Suspension, Discontinuance and Termination of Plan. The
Committee may from time to time amend, suspend or discontinue this Plan or
revise it in any respect whatsoever for the purpose of maintaining or improving
its effectiveness as an incentive device, for the purpose of conforming it to
applicable governmental regulations or to any change in applicable law or
regulations, or for any other purpose permitted by law; provided, however, that
no such action by the Committee shall adversely affect any Option theretofore
awarded hereunder without the consent of the holder so affected; provided
further that any amendment to this Plan that would materially increase the
benefits accruing to participants hereunder, materially increase the number of
shares of Common Stock that may be issued upon exercise of Options granted
hereunder or materially modify this Plan's requirements as to eligibility for
participation herein must be approved by the stockholders of the Company. This
Plan will terminate on the date when all shares of the Common Stock received for
issuance under the Plan have been acquired upon exercise of Options granted
hereunder or on such earlier date as the Board may determine.

5.3 Governing Law. This Plan and all rights and obligations hereunder
shall be construed in accordance with and governed by the laws of the State of
South Carolina.

5.4 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including

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46

legal fees actually and necessarily incurred in connection with the defense of
any investigation, action, suit or proceeding, or in connection with any appeal
therefrom, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with this Plan or any Option
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in or dismissal or
other discontinuance of any such investigation, action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such
investigation, action, suit or proceeding that such Committee member is liable
for negligence or misconduct in the performance of his or her duties, provided
that, within 60 days after institution of any such investigation, action, suit
or proceeding, a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

5.5 Reservation of Shares. The Company shall, at all times during the
term of this Plan and so long as any Option shall be outstanding, reserve and
keep available such number of shares of Common Stock as shall be sufficient to
satisfy the requirements hereof. Notwithstanding the foregoing, the inability of
the Company to obtain, from any regulatory body of appropriate jurisdiction,
authority considered by the Company to be necessary or desirable to the lawful
issuance of any shares of its Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock as
to which such requisite authority shall not have been obtained.

5.6 Application of Funds. The proceeds received by the Company from the
sale of Common Stock upon the exercise of Options will be used for general
corporate purposes.

5.7 No Obligation to Exercise.The award of an Option under this plan
shall impose no obligation upon the optionee to exercise that Option.

5.8 Approval of Stockholders. No Options awarded pursuant to this Plan
shall be enforceable against the Company unless and until the Plan shall have
been ratified by the stockholders of the Company.

* * * * *

APPENDIX D

PROXY FOR HOLDERS OF COMMON STOCK OF
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON MAY 2, 2001

The undersigned hereby appoints John W. Currie and Boyd M. Guttery and each
of them, proxies, with full power of substitution and resubstitution, for and in
the name of the undersigned, to vote all shares of Common Stock of Resource
Bancshares Mortgage Group, Inc. (the "Company") which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders to
be held on Wednesday, May 2, 2001, at 11:00 a.m., local time, at the offices of
the Company, 7909 Parklane Road, Columbia, South Carolina 29223, and at any
adjournment or adjournments thereof, upon the matters described in the
accompanying Notice of Annual Meeting of Stockholders and Proxy Statement,
receipt of which is hereby acknowledged, and upon any other business that may
properly come before the meeting or any adjournment or adjournments thereof.
Said proxies are directed to vote on the matters described in the Notice of
Annual Meeting of Stockholders and Proxy Statement as indicated on the reverse
side, and in their discretion upon such other business as may properly come
before the meeting or any adjournment or adjournments thereof.

If the undersigned is a participant in the Employee Stock Ownership Plan (the
"ESOP") and/or the Stock Investment Plan, and this proxy card is received on or
prior to May 1, 2001, then this card also provides voting instructions to the
trustee of the ESOP and/or the custodian of the Stock Investment Plan, to vote
at the 2001 Annual Meeting, and any adjournment or adjournments thereof, any and
all shares of Common Stock of the Company held in the undersigned's respective
plan accounts as specified upon the matters indicated on the reverse side and in
the discretion of such trustee and/or such custodian upon such other matters as
may properly come before the meeting.

PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU ATTEND
THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY.

- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY BY MAIL -

[LOGO]
RESOURCE
BANCSHARES
MORTGAGE GROUP, INC.

PLEASE SEE REVERSE SIDE FOR INFORMATION ON
VOTING YOUR PROXY BY TELEPHONE OR INTERNET

[X] Please mark your 2354
votes as in this
example.

This proxy will be voted as directed. If no direction is made, this proxy will
be voted FOR the election of all nominees as directors, FOR approval of the
Company's Outside Directors' Stock Option Plan and FOR approval of the amendment
to the Company's Omnibus Stock Award Plan.

FOR ALL except as indicated below WITHHELD FOR ALL

1. ELECTION OF [ ] [ ] Nominees:
DIRECTORS: (01) Class I - Robin C. Kelton
(02) Class I - Joel A. Smith III
(03) Class III - Roger O. Goldman
(04) Class III - David W. Johnson, Jr.

To withhold authority to vote for any nominee(s), write the name(s) of the
nominee(s) on the line below.

_______________________________________________________________________________

FOR AGAINST ABSTAIN
2. To approve the Company's [ ] [ ] [ ]
Outside Directors'
Stock Option Plan.

FOR AGAINST ABSTAIN
3. To approve the amendment [ ] [ ] [ ]
to the Company's Omnibus
Stock Award Plan.

4. In the discretion of the proxies, on any other matter that may properly come
before the meeting or any adjournment or adjournments thereof.

The Board of Directors recommends a vote FOR all the nominees for election as
directors, a vote FOR approval of the Company's Outside Directors' Stock Option
Plan and a vote FOR approval of the amendment to the Company's Omnibus Stock
Award Plan.

Please sign your name or names exactly as printed hereon. When shares are held
by joint tenants, both should sign. Trustees and other fiduciaries should so
indicate when signing.

----------------------------------------

----------------------------------------
SIGNATURE(S) DATE

- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

RESOURCE BANCSHARES MORTGAGE GROUP, INC.

Dear Stockholder:

We encourage you to vote your shares electronically this year either by
telephone or via the Internet. This will eliminate the need to return your
proxy card. You will need your proxy card and Social Security number (where
applicable) when voting your shares electronically. The Voter Control Number
that appears in the box above, just below the perforation, must be used in
order to vote by telephone or via the Internet.

The EquiServe Vote by Telephone and Vote by Internet systems can be accessed
24-hours a day, seven days a week up until the day prior to the meeting.

To Vote by Telephone:
- ---------------------
Using a touch-tone phone call Toll-free: 1-877-PRX-VOTE (1-877-779-8683)

To Vote by Internet:
- --------------------
Log on to the Internet and go to the website: http://www.eproxyvote.com/rbmg
Note: If you vote over the Internet, you may incur costs such as
telecommunication and Internet access charges for which you will be responsible.

THANK YOU FOR VOTING YOUR SHARES.
YOUR VOTE IS IMPORTANT!

Do Not Return this Proxy Card if you are Voting by Telephone or the Internet.