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                                EXHIBIT 10.14 (d)

PERSONAL AND CONFIDENTIAL

INCENTIVE STOCK OPTION AGREEMENT UNDER THE
RESOURCE BANCSHARES MORTGAGE GROUP INC.
OMNIBUS STOCK AWARD PLAN

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Optionee:         Douglas K. Freeman
                  4934 Morven Road
                  Jacksonville, FL  32210

Country:          USA
Company:          RBMG
Social Security No.:       ###-##-####
Agreement Date:   February 1, 2001
Anniversary Date: February 1
Shares Granted    57, 142
Plan Name:                 Omnibus Plan
Vesting Code:              100%
Option Price:              $7.813

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This Incentive Stock Option Agreement is entered into as of the Agreement Date
shown above, between Resource Bancshares Mortgage Group, Inc., a Delaware
corporation ("RBMG"), and the Optionee shown above.

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

                  (a)      "Exercise Date" shall have the meaning indicated in
                           paragraph 3 hereof.

                  (b)      "Option Period" shall mean the period commencing on
                           the date of this Option Agreement and ending at the
                           close of RBMG's business ten years from the date
                           hereof. Notwithstanding the previous sentence, in the
                           case of an Option granted to a 10% Stockholder, the
                           Option Period shall mean the period commencing on the
                           date of this Option Agreement and ending at the close
                           of RBMG's business five years from the date hereof.

                  (c)      "Plan" shall mean the Resource Bancshares Mortgage
                           Group, Inc. Amended and Restated Omnibus Stock Award
                           Plan.


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                  (d)      "Securities Act" shall mean the Securities Act of
                           1933, as amended.


         2.       Award of Option: Effective upon the date hereof, and subject
                  to the terms and conditions set forth herein and in the Plan,
                  RBMG has awarded to the Optionee the option to purchase from
                  RBMG, at an Option Price per share as shown above, up to but
                  not exceeding in the aggregate the shares of Common Stock
                  shown above as the Shares Granted. RBMG intends the Option
                  Price to be at least 100% of the Fair Market Value of the
                  shares of Common Stock subject to the Option as of the
                  Agreement Date. In the case of an option granted to a 10%
                  Stockholder, the Option Price of each share of Common Stock
                  covered by the Option is at least 110% of the Fair Market
                  Value per share of Common Stock on the Agreement Date. It is
                  intended that this option qualify to the extent possible as an
                  ISO. RBMG shall have no liability if this Option shall not
                  qualify as an ISO, but this Option shall continue in full
                  force and effect as an NQSO notwithstanding such failure to so
                  qualify.

         3.       Exercise of Option:

                  (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, and the vesting will be
                           immediately 100%. The Exercise Dates contained herein
                           are intended to comply with Code Section 422(d). In
                           the event the aggregate Fair Market Value of the
                           Common Stock with respect to ISOs exercisable for the
                           first time by Optionee during any calendar year
                           exceeds $100,000, the Optionee shall give notice
                           promptly (as provided in Section 6(e)) of such fact
                           to RBMG. The number of shares of Common Stock subject
                           to this Option and the per share Option Price under
                           each outstanding Option shall be adjusted, to the
                           extent the Committee deems appropriate, as provided
                           in Section 4.1(c) of the Plan. Sections 4.1(e),
                           4.1(f), 4.1(g), and 4.1(i) of the Plan are
                           incorporated in this Option Agreement by reference as
                           if fully set forth herein.

                  (b)      Notwithstanding Section 3(a), the Option shall
                           terminate and may not be exercised if the Optionee
                           ceases to be employed by RBMG, except: (1) that, if
                           such Optionee's employment terminates for any reason
                           other than conduct that in the judgment of the
                           Committee involves dishonesty or action by the
                           Optionee that is detrimental to the best interest of
                           RBMG, then the Optionee may at any time within three
                           months after termination of employment exercise the
                           Option but only to the extent the Option was
                           exercisable on the date of termination of employment
                           unless termination of employment is due to retirement
                           at or after Optionee attains age sixty-five, in which
                           event the Option shall be exercisable with respect to
                           all Option Shares; (2) that, if such Optionee's
                           employment terminates on account of total and
                           permanent disability, then the Optionee may at any
                           time within one year after termination of employment
                           exercise the Option with respect to all Option
                           Shares; and (3) tha, if such Optionee dies while in
                           the employ of RBMG, or within the three or twelve
                           month period following termination of employment as
                           described in


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                           clause (1) or (2) above, then the Option may be
                           exercised at any time within twelve months following
                           death by the person or persons to whom the rights
                           under the Option shall pass by will or by the laws of
                           descent and distribution with respect to all Option
                           Shares.

                  (c)      No less that 100 shares of Common Stock may be
                           purchased upon any one exercise of the Option granted
                           unless the number of shares purchased at such time is
                           the total remainder of shares subject to this Option.

                  (d)      Upon exercise of the Option, the Option Price shall
                           be payable in United States dollars, in cash or check
                           or (unless the Committee otherwise prescribes) in
                           shares of Common Stock owned by the Optionee for a
                           period exceeding 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. The Option shall be deemed to be
                           exercised on the late (the "Exercise Date") that RBMG
                           receives full payment of the exercise price for the
                           number of shares for which the Option is being
                           exercised.

                  (e)      During the lifetime of the Optionee, the Option shall
                           be exercisable only by the Optionee and is not be
                           assignable or transferable and no person shall
                           acquire any rights therein. The Option may be
                           transferred by will or the laws of descent and
                           distribution.


         4.       Compliance with the Securities Act; No Registration Rights.
                  Anything in this Option Agreement to the contrary
                  notwithstanding, if at any time specified herein for the
                  issuance of Option Shares, any law, regulation or requirement
                  of any governmental authority having jurisdiction in the
                  premises shall require RBMG or the Optionee, in the judgment
                  of RBMG, to take any action in connection with the shares then
                  to be used, then the issuance of such shares shall be deferred
                  until such action shall have been taken. Nothing in this
                  Option Agreement shall be construed to obligate RBMG at any
                  time to file or maintain the effectiveness of a registration
                  statement under the Securities Act, or under the securities
                  laws of any state or other jurisdiction, or to take or cause
                  to be taken any action that may be necessary in order to
                  provide an exemption from the registration requirements of the
                  Securities Act under Rule 144 or any other exemption with
                  respect to the Option Shares or otherwise for resale or other
                  transfer by the Optionee (or by the executor or administrator
                  of the Optionee's estate or a person who acquired the Option
                  or any Option Shares or other rights by bequest or inheritance
                  or by reason of the death of the Optionee) as a result of the
                  exercise of the Option evidenced by this Option Agreement.

         5.       Resolution of Disputes. Any dispute or disagreement that
                  arises under, or as a result of, or pursuant to, this Option
                  Agreement, shall be determined by the


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                  Committee in its absolute and uncontrolled discretion and any
                  such determination or other determination by the Committee
                  under or pursuant to this Option Agreement, and any
                  interpretation by the Committee of the terms of this Option
                  Agreement shall be conclusive as to all persons affected
                  thereby.

         6.       Miscellaneous.

                  (a)      Binding on Successors and Representatives. The
                           parties understand that this Option Agreement shall
                           be binding not only upon themselves, but also upon
                           their heirs, executors, administrators, personal
                           representatives, successors, assigns (including any
                           transferee of a party hereto); and the parties agree,
                           for themselves and their successors, assigns and
                           representatives, to execute any instrument that may
                           be necessary or desirable legally to effect such
                           understanding.

                  (b)      Entire Agreement; Relationship to Plan. The Optionee
                           acknowledges that a copy of the Plan has been
                           available on the RBMG intranet ("iris"). Requests for
                           paper copies of the Plan or communications with
                           respect to the Plan may be made in writing to RBMG's
                           plan administrator, MAVRICC Management Systems, P.O.
                           Box 7090, Troy, MI 48007. This Option Agreement,
                           together with the Plan, constitutes the entire
                           agreement of the parties with respect to the Option
                           and supercedes any previous agreement, whether
                           written or oral, with respect thereto. This Option
                           Agreement has been entered into in compliance with
                           the terms of the Plan; to the extent that any
                           interpretive conflict may arise between the terms of
                           this Option Agreement and the terms of the Plan, the
                           terms of the Plan shall control.

                  (c)      Amendment. Neither this Option Agreement nor any of
                           the terms and conditions herein set forth may be
                           altered or amended orally, and any such alteration or
                           amendment shall be effective only when reduced to
                           writing and signed by each of the parties or their
                           respective successors or assigns.

                  (d)      Construction of Terms. Any reference herein to the
                           singular or plural shall be construed as plural or
                           singular whenever the context requires.

                  (e)      Governing Law; Submission to Jurisdiction. This
                           Option Agreement shall be governed by and construed
                           in accordance with the laws of the State of South
                           Carolina. The parties hereby consent to the exclusive
                           jurisdiction and venue of the Court of Common Pleas
                           in Richland County, South Carolina for purposes of
                           adjudicating any issue arising hereunder.


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                  (f)      Severability. The invalidity or unenforceability of
                           any particular provision of this Option Agreement
                           shall not affect the other provisions hereof, and
                           this Agreement shall be construed in all respects as
                           if such invalid or unenforceable provision was
                           omitted.


IN WITNESS WHEREOF, a duly authorized agent of RBMG has executed this Option
Agreement to be effective as of the Agreement Date stated above and the Optionee
shall have assented to, entered into and accepted this Option Agreement if the
Optionee does not notify RBMG in writing (at the address contained in Section
5(b) of this Option Agreement) within 30 days of receipt of this Option
Agreement of the Optionee's refusal to enter into this Option Agreement.


RESOURCE BANCSHARES MORTGAGE GROUP, INC.

BY: /s/ Stuart M. Cable
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