1

                                 THIRD AMENDMENT
                                       TO
                    RESOURCE BANCSHARES MORTGAGE GROUP, INC.
                            FORMULA STOCK OPTION PLAN

         THIS THIRD AMENDMENT TO RESOURCE BANCSHARES MORTGAGE GROUP, INC.
FORMULA STOCK OPTION PLAN is made as of the 27th day of July, 2000 by RESOURCE
BANCSHARES MORTGAGE GROUP, INC. (the "Corporation").

                              W I T N E S S E T H:

         WHEREAS, the Corporation maintains the Resource Bancshares Mortgage
Group, Inc. Formula Stock Option Plan (the "Plan") for the benefit of its
directors who are not full-time employees or executive officers of the
Corporation ("Independent Directors"); and

         WHEREAS, in Section 5.2 of the Plan, the Corporation reserved the right
by action of a committee (the "Committee") composed of all members of its Board
of Directors except Independent Directors to amend the Plan; and

         WHEREAS, the Committee now desires to amend certain provisions of the
Plan;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Corporation covenants and agrees that the Plan is amended
as follows, effective as of the date first above written:

         1. Effective July 27, 2000, Section 3.2 of the Plan is amended to
provide that the maximum number of shares that may be issued under the Plan
shall not exceed in the aggregate 284,850, as such number of shares may be
adjusted after the date of this Third Amendment pursuant to Section 4.2 of the
Plan.

         2. Effective July 27, 2000, Section 4.1 of the Plan is amended by
deleting the first sentence of the section and substituting in lieu thereof the
following:

                  "Effective July 27, 2000, no additional Options will be
         awarded under this Plan. The amendment to discontinue the award of
         additional Options under this Plan shall not affect any Option
         heretofore awarded pursuant to the provisions of the Plan."

         3. The Corporation reserves the right by action of the Committee to
amend further at any time any of the terms and provisions of the Plan as amended
hereby. Except as expressly or by necessary implication amended hereby, the Plan
shall continue in full force and effect.