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                                                                   EXHIBIT 10.45


STATE OF SOUTH CAROLINA           )
                                  )        SECOND AMENDMENT
COUNTY OF RICHLAND                )


         THIS AMENDMENT is made as of the 12th day of August, 1996 by RESOURCE
BANCSHARES MORTGAGE GROUP, INC. (the "Company").

                                 WITNESSETH:

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

         WHEREAS, the Plan has been submitted to the Internal Revenue Service
for a favorable determination letter and the Company has been advised that
certain changes are necessary in order to receive a favorable determination
letter; and

         WHEREAS, in Section 10.1 of the Plan, the Company has reserved the
right by action of its Board of Directors to amend the Plan, and the Board of
Directors has approved the amendments as set forth herein;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company covenants and agrees that the Plan is amended as
follows:

         1.      Effective January 1, 1994, Section 3.3 of the Plan is hereby
deleted and the following inserted in lieu thereof:

                 3.3.     Former Eligible Employees.  In the case of an
         Employee who has Separated from Employment and who has previously
         satisfied the eligibility requirements of Section 3.1, he shall become
         a Participant in the Plan upon the date the Participant is reemployed
         by the Employer.

         2.      Effective January 1, 1994, Section 10.1(e) of the Plan is
hereby deleted and the following inserted in lieu thereof:

                 (e)      Participant Election of Schedule.  If the vesting
                          schedule of the Plan is amended, then each
                          Participant whose vested percentage of his Account
                          from Company contributions is determined under the
                          new schedule and who has completed at least three
                          Years of Service with the Company may elect, during
                          the election period, to have the vested percentage of
                          his Account determined without regard to such
                          amendment.  For purposes of this paragraph, the term
                          "election period" means the period beginning with the
                          date on which the Plan amendment is adopted and
                          ending on the later of:
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                          (i)     the date which is sixty days after the day 
                                  the Plan amendment is adopted;

                          (ii)    the date which is sixty days after the day 
                                  the Plan amendment becomes effective, or

                          (iii)   the date which is sixty days after the day
                                  the Participant is issued written notice of
                                  the Plan amendment by the Company or Plan
                                  Administrator.

                 In no event will an amendment decrease directly or indirectly
         the accrued benefit of any Plan Participant.

         The Company reserves the right by action of the Board of Directors to
amend at any time any of the terms and provisions of the Plan, including
without limitation the amendment of the Plan set forth herein.  Except as
expressly or by necessary implication amended hereby, the Plan shall continue
in full force and effect.

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officers as of the day and year first above
written.

                                        RESOURCE BANCSHARES MORTGAGE GROUP, INC.


                                        By:

-----------------------------------
                                             Edward J. Sebastian,
[CORPORATE SEAL]                             Chairman and Chief
                                             Executive Officer
ATTEST:


------------------------------
John W. Currie, Secretary





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