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                                                                Exhibit 10.20(B)


                    RESOURCE BANCSHARES MORTGAGE GROUP, INC.
                               BOARD OF DIRECTORS
                           RETIREMENT PLAN RESOLUTIONS



         WHEREAS, Resource Bancshares Mortgage Group, Inc. (the "Corporation")
maintains the RBMG, Inc. Pension Plan, effective January 1, 1994 (the "Pension
Plan") for the benefit of the eligible employees of the Corporation; and

         WHEREAS, the Corporation maintains the RBMG, Inc. Pension Restoration
Plan, amended and restated effective as of January 1, 1995 (the "Restoration
Plan"), to provide an unfunded deferred compensation arrangement for selected
executives which provides benefits without regard to the restrictions on
benefits as contained in the federal regulations applicable to the Pension Plan;
and

         WHEREAS, the Corporation maintains the Resource Bancshares Mortgage
Group, Inc. Retirement Savings Plan (the "401(k) Plan") for the benefit of the
eligible employees; and

         WHEREAS, the Corporation desires 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
401(k) Plan; and

         WHEREAS, the Corporation intends to implement the restructuring of the
retirement benefits provided through the Corporation's retirement plans by
freezing benefit accruals under the Pension plan and the Restoration Plan and
amending the 401(k) Plan to provide for additional contributions; and

         WHEREAS, in Section 13.01 of the Pension Plan, the Corporation reserved
the right by action of the Board of Directors to amend the Plan; and

         WHEREAS, in Section 4.1 of the Restoration Plan, the Corporation
reserved the right by action of the Board of Directors to suspend or amend the
Restoration Plan; and

         WHEREAS, in Section 10.1 of the 401(k) Plan, the Corporation reserved
the right by action of its Board of Directors to amend the 401(k) Plan; and

         WHEREAS, in Section 1.05(a) of the 401(k) Plan, the employer
contributions under the 401(k) Plan are established for each plan year by the
Corporation.

         NOW, THEREFORE, IT IS HEREBY

         RESOLVED, that the Fourth Amendment to the Pension Plan, which has been
distributed to and reviewed by the directors and a copy of which is directed to
be attached to the minutes of this meeting, shall be and hereby is adopted and
approved.

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         RESOLVED, FURTHER, the officers of the Corporation are hereby
authorized and directed to execute and deliver the Fourth Amendment as adopted
to be effective as specified therein.

         RESOLVED, FURTHER, that additional benefit accruals under the
Restoration Plan shall be frozen effective as of May 31, 2000; such freezing of
additional benefit accruals shall remain in effect until the Board of Directors
of the Corporation approves a resolution approving the resumption of benefit
accruals under the Restoration Plan and, subject to the Corporation's rights to
terminate, suspend, or amend the Restoration Plan, the remaining sections of the
Restoration Plan shall remain in full force and effect.

         RESOLVED, FURTHER, that the Third Amendment to the 401(k) Plan, which
has been distributed to and reviewed by the directors and a copy of which is
directed to be attached to the minutes of this meeting, shall be and hereby is
adopted and approved.

         RESOLVED, FURTHER, the officers of the Corporation shall be and hereby
are authorized and directed (1) to execute and deliver the Third Amendment as
adopted to be effective as specified therein, and (2) to revise the adoption
agreement of the 401(k) Plan to reflect the adoption of the Third Amendment.

         RESOLVED, FURTHER, the Board of Directors establishes an employer
contribution under the 401(k) Plan equal to two percent (2%) of the
participant's compensation. The above described employer contributions shall be
effective for all compensation earned on or after January 1, 2000 and such
employer contributions shall continue until suspended, amended, or changed by
action of the Corporation's Board of Directors.

         RESOLVED, FURTHER, that the officers of the Corporation are hereby
authorized to take such further action as may be appropriate to carry out the
purpose and intent of the foregoing resolutions.