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                                                               EXHIBIT 10.15(E)


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

         WHEREAS, in 1995, 1996, 1998 and 1999, the Corporation made a series of
loans to the ESOP in order for the ESOP to purchase shares of the Corporation to
provide benefits to the ESOP's participants (collectively referred to as the
"ESOP Loans"); and

         WHEREAS, the Board of Directors has been advised that there are
alternative benefit programs that are more easily understood by and more
beneficial to the participants than a leveraged employee stock ownership plan;
and

         WHEREAS, the Board of Directors has been informed that the existence of
the ESOP Loans (with a final maturity of July 1, 2007) prevents the immediate
distribution of benefits to the ESOP's participants upon the cessation of
contributions to the ESOP which, in turn, will delay the termination of the
ESOP; and

         WHEREAS, the Board of Directors desires to terminate the ESOP as soon
as practical in order to provide alternative benefits to the Corporation's
employees; and

         WHEREAS, in Section 10.1 of the ESOP, the Corporation reserved the
right by action of the Board of Directors to terminate the ESOP.

         NOW, THEREFORE, IT IS HEREBY

         RESOLVED, that the Corporation shall suspend further contributions to
the ESOP and that all participants in the ESOP (as of the date of this meeting)
shall vest one hundred percent (100%) in their respective account balances.

         RESOLVED, FURTHER, that the Chief Executive Officer of the Corporation
is hereby authorized and directed to take appropriate steps to accelerate the
date that the ESOP's assets can be distributed to the ESOP's participants
including but not limited to the step of causing the Corporation to purchase of
all the remaining shares of the Corporation held in the ESOP's suspense account
(and this authorization to purchase the shares in the suspense account shall be
in addition to any other authorizations to purchase shares of the Corporation).


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         RESOLVED, FURTHER, that pending the Corporation's acquisition of all of
the remaining shares of the Corporation held in the ESOP's suspense account, the
officers of the Corporation are hereby authorized to take appropriate actions
with respect to the ESOP Loans including but not limited to the extension of
payment dates and modification of the terms of the ESOP Loans.

         RESOLVED, FURTHER, that upon the determination that the assets may be
timely distributed to the ESOP's participants, the officers of the Corporation
are hereby authorized and directed to take such other actions as may be
necessary or appropriate to terminate the ESOP.

         RESOLVED, FURTHER, that the officers of the Corporation are hereby
authorized to direct the Corporation's legal counsel to apply for a
determination letter from the Internal Revenue Service with respect to the
ESOP's qualified status upon termination.

         RESOLVED, FURTHER, that the trustee is directed to distribute all
assets of the ESOP to plan participants as soon as practicable after the
Corporation receives a favorable determination from the Internal Revenue
Service.

         RESOLVED, FURTHER, that pending final distribution of plan assets to
plan participants, the Retirement Committee (as described in Section 7.1 of the
ESOP) is hereby vested with the necessary power to make whatever amendments to
the ESOP are necessary in order to maintain the ESOP's continued qualification
and proper administration.

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