RESOURCE BANCSHARES MORTGAGE GROUP INC
CHANGE OF CONTROL AGREEMENT DATED 11-8-2000
<DOCUMENT>
<TYPE>EX-10.7.A
<SEQUENCE>2
<FILENAME>g67742ex10-7_a.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT DATED 11-8-2000
<TEXT>

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                                                                 EXHIBIT 10.7(A)

                              EMPLOYMENT AGREEMENT

         AGREEMENT made as of November 1, 2000 between RESOURCE BANCSHARES
MORTGAGE GROUP, INC. ("RMBG") and William M. Ross ("Employee").

                                   WITNESSETH:

         WHEREAS, the parties hereto desire to provide for the Employee's
employment by RBMG.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:

         1. Employment.

                  RBMG agrees to employ the Employee and the Employee agrees to
enter into the employ of RMBG on the terms and conditions hereafter set forth.

         2. Capacity and Duties.

                  The Employee shall be employed as Chief Sales and Fulfillment
Executive of RMBG. In addition, the Employee shall upon request serve as an
officer and on the Board of Directors of such subsidiaries as the Board of
Directors or management of RBMG may from time to time designate. The Employee
shall perform his responsibilities in accordance with the direction and
supervision of the Board of Directors and Chief Executive Officer of RBMG and he
shall devote his full business time, skill, energies, business judgment,
knowledge and best efforts to the advancement of the best interests of RBMG and
the performance of such executive, administrative and operational duties on
behalf of RBMG and its subsidiaries, appropriate to the offices he holds or
shall hold hereunder, as the Board of Directors or Chief Executive Officer of
RBMG may assign. The requirement that the Employee devote his full business time
shall not be construed to prevent the Employee from making investments in
stocks, bonds and other types of personal property, both tangible and
intangible, and real estate or engaging in church, charitable or other community
activities which do not, singly or in the aggregate, materially impair his
ability to fulfill his responsibilities under this Agreement.

         3. Term.

                  The term of the Employee's employment hereunder shall be for
the period commencing as of November 1, 2000 (the "Commencement Date") and
ending on October 31, 2002 unless such term is terminated earlier by or pursuant
to Section 5.

         4. Compensation and Benefits.

                  (a) Salary. RBMG shall pay or cause to be paid to the
         Employee, as compensation for all of the services to be rendered by him
         hereunder during


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         the term hereof, a salary of $225,000 per year ("Base Salary"), payable
         in accordance with the regular payroll practices of RBMG for
         executives, less such deductions or amounts as are required to be
         deducted or withheld by applicable laws or regulations and less such
         other deductions or amounts, if any, as are authorized by the Employee.
         The Board of Directors of RBMG shall have the right to increase the
         Employee's Base Salary from time to time.

                  (b) Annual Bonus. The Employee shall be eligible to be
         considered for an annual bonus. The Employee's bonus opportunity will
         be $300,000 for the year ending December 31, 2000, $150,000 of which is
         guaranteed and $150,000 of which will be determined by RBMG based on
         achievement of goals which it specifies

                  (c) Bonus for Signing. In consideration of the Employee
         entering into this Agreement, RBMG shall pay to the Employee on or
         about November 15, 2000 a bonus in the gross amount of $156,250.

                  (d) Expenses. To the extent not otherwise paid for by RBMG or
         one of its subsidiaries, RBMG will reimburse the Employee or cause the
         Employee to be reimbursed for reasonable expenses incurred in promoting
         RBMG's and its subsidiaries' businesses, including expenses for travel
         and entertainment, such reimbursement to be made promptly upon
         presentation of appropriate receipts or other substantiation.

                  (e) Plans. The Employee shall be entitled to participate in
         any and all employee benefit plans as may be in effect for executives
         of RBMG to the extent that he is eligible for participation therein and
         coverage thereunder. Such right of participation in any such plan and
         the degree or amount thereof shall be subject, however, to generally
         applicable RBMG policies and to action by RBMG's Board of Directors or
         any administrative or other committee or to any other administrative or
         managerial determination provided in or contemplated by such plan, it
         being agreed that this Agreement is not intended to impair the right of
         any committee or other group or person concerned with the
         administration of such plan to exercise in good faith the full
         discretion reposed in him or them by such plan.

                  (f) Vacation. The Employee shall be entitled to paid vacation
         during each year of this Agreement in accordance with the policies of
         RBMG with respect thereto applicable to officers with comparable duties
         and responsibilities. Unused vacation time in any year shall not be
         carried over to subsequent years and the Employee shall not be entitled
         to pay in lieu of unused vacation time.

                  (g) Withholding. The Employee acknowledges that certain
         payments provided for herein are subject to withholding and other
         taxes.

         5. Termination.



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                  Notwithstanding Section 3, the term of the Employee's
employment hereunder shall terminate on the first to occur of the (i)
termination date provided for under Section 3 or (ii) any of the events
described in the paragraphs of this Section 5.

                  (a) Death. In the event of the Employee's death, the
         Employee's employment shall terminate automatically, effective as of
         the date of death, and RBMG shall pay to his estate the Base Salary
         that otherwise would have been paid to the Employee pursuant to Section
         4(a) up to the end of the fiscal quarter in which he died.

                  (b) Disability. If the Employee, due to physical or mental
         illness, shall be disabled to perform substantially all of his duties
         for a continuous period of three months (a "disability"), then either
         the Employee or RBMG may by notice terminate the Employee's employment
         under this Agreement effective as of a date 30 days after the date such
         notice is given. The Employee's Base Salary during such three-month
         period and thereafter, prior to such termination, shall be reduced by
         the amount of any disability or similar benefits to which he is
         entitled, notwithstanding anything contained elsewhere in this
         Agreement to the contrary.

                  (c) Termination for Cause. The Employee's employment may be
         terminated effective immediately by RBMG for "cause" by notice of
         termination to the Employee. "Cause" for such termination shall be
         limited to the following:

                           (i) Breach by the Employee in any material respect of
                  any of the material covenants contained in this Agreement,
                  which breach continues for 30 days following receipt of
                  written notice given by RBMG's Board of Directors or its Chief
                  Executive Officer specifying the breach and requesting that
                  the Employee correct the same;

                           (ii) Chronic and disabling use of alcohol or
                  controlled substances that materially inhibits the performance
                  of the Employee's duties under this Agreement for a period of
                  not less than three consecutive months;

                           (iii) Employee's conviction of either a felony
                  involving moral turpitude or any crime in connection with his
                  employment by RBMG which causes RBMG a substantial detriment;

                           (iv) Gross or willful neglect of the Employee's
                  duties; or

                           (v) Such conduct as results or as is likely to result
                  in substantial damage to the reputation of RBMG or any of the
                  affiliates of RBMG.


                  (d) Compensation Upon Termination. Except as provided in
         Sections 5(a) and 5(b), all compensation to the Employee shall cease
         immediately on termination of the Employee's employment hereunder.



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         6. No Raid.

                  The Employee acknowledges that he has had and will have
extensive contacts with employees and customers of, and others having business
dealings with, RBMG. For the purposes of this Section and Sections 7, 8 and 9,
the term "RBMG" shall be deemed to include subsidiaries, parents and affiliates
of RBMG. Accordingly, the Employee covenants and agrees that during the term of
his employment and during the two-year period immediately thereafter he will not
(i) solicit any of the employees of RBMG who were employed by RBMG during the
time when the Employee was employed by RBMG to leave RBMG, (ii) interfere with
the relationship of RBMG with any such employees or (iii) personally target or
solicit to the detriment of RBMG any customers or others having business
dealings with RBMG in the business activities and endeavors in which the
Employee was involved. The Employee further covenants and agrees that during the
term of his employment and during the two-year period immediately thereafter he
will not make public statements in derogation of RBMG.

         7. Blue Pencil.

                  The Employee acknowledges that the period and geographic area
of restriction imposed by Section 6 is fair and reasonable and is reasonably
required for the protection of RBMG. If any part or parts of Section 6 shall be
held to be unenforceable or invalid, then the remaining parts thereof shall
nevertheless continue to be valid and enforceable as though the invalid portion
or portions were not a part hereof. If any of the provisions of Section 6
relating to the period or geographic area of restriction shall be deemed to
exceed the maximum period of time or area which a court of competent
jurisdiction would deem enforceable, then the time and area shall, for the
purposes of Section 6, be deemed to be the maximum time period and area which a
court of competent jurisdiction would deem valid and enforceable in any state in
which such court of competent jurisdiction shall be convened.

         8. Confidentiality.

                  The Employee acknowledges that he has had and will have access
to certain information related to the business, operations, future plans and
customers of RBMG, the disclosure or use of which could cause RBMG substantial
losses and damages. Accordingly, the Employee covenants that during the term of
his employment with RBMG and thereafter he will keep confidential all
information and documents furnished to him by or on behalf of RBMG and not use
the same to his advantage, except to the extent such information or documents
are or thereafter become lawfully obtainable from other sources or are in the
public domain through no fault on his part or as is consented to in writing by
RBMG. Upon termination of his employment, the Employee shall return to RBMG all
records, lists, files and documents which are in his possession and which relate
to RBMG.

         9. Right to Injunctive Relief.

                  The Employee agrees and acknowledges that a violation of the
covenants contained in Sections 6 and 8 of this Agreement will cause irreparable
damage to RBMG, and



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that it is and will be impossible to estimate or determine the damage that will
be suffered by RBMG in the event of a breach by the Employee of any such
covenant. Therefore, the Employee further agrees that in the event of any
violation or threatened violation of such covenants, RBMG shall be entitled as a
matter of course to an injunction issued by any court of competent jurisdiction
restraining such violation or threatened violation by the Employee, such right
to an injunction to be cumulative and in addition to whatever other remedies
RBMG may have.

         10. Representation by the Employee.

                  The Employee hereby represents and warrants to RBMG that the
execution of this Agreement and the performance of his duties and obligations
hereunder will not breach or be in conflict with any other agreement to which he
is a party or by which he is bound and that he is not now subject to any
covenant against competition or similar covenant that would affect the
performance of his duties hereunder.

         11. No Assignment.

                  This Agreement is personal and shall in no way be subject to
assignment, except by RBMG incident to the sale of all or substantially all of
its business (whether by asset sale, stock sale or merger). Any attempt by one
party to assign this Agreement in any other circumstances without the prior
written consent of the other party shall be null and void.

         12. Enforceability.

                  If any portion or provision of this Agreement shall to any
extent be declared illegal or unenforceable by a duly authorized court of
competent jurisdiction, then the remainder of this Agreement, or the application
of such portion or provision in circumstances other than those as to which it is
so declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

         13. Notices.

                  All notices and other communications required or permitted to
be given hereunder shall be given by delivering the same in hand or by mailing
the same by certified or registered mail, return receipt requested, postage
prepaid, as follows:

                  if to RBMG, to:

                           Resource Bancshares Mortgage Group, Inc.
                           7909 Parklane Road
                           Columbia, South Carolina  29202-7486
                           Attention: Chief Executive Officer


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         if to the Employee, to:

                           William M. Ross

                           -----------------------------------

                           -----------------------------------

                           -----------------------------------

                  (or to such other address as either party shall have furnished
to the other by like notice)

                  A notice shall be effective as of the date of such delivery or
mailing, as the case may be.

         14. Entire Agreement.

                  This Agreement constitutes the only agreement and
understanding (other than the Change of Control Agreement to be dated as of
November 8, 2000 between the Company and the Employee, employee benefit plans,
policies and practices applicable to RBMG's executive officers generally)
between RBMG, on the one hand, and the Employee, on the other hand, in relation
to the subject of the Employee's employment by RBMG; and there are no promises,
representations, conditions, provisions or terms related thereto other than
those set forth herein. This Agreement supersedes all previous understandings,
agreements and representations, written or oral, between RBMG and the Employee
regarding the Employee's employment by RBMG.

         15. Governing Law.

                  This contract shall be construed under and be governed in all
respects by the internal laws, and not the laws pertaining to choice or
conflicts of laws, of the State of South Carolina.

         16. Waiver; Amendment.

                  No waiver in any instance by either party of any provision of
this Agreement shall be deemed a waiver by such party of such provision in any
other instance or a waiver of any other provision hereunder in any instance.
This Agreement cannot be amended, supplemented or otherwise modified except in a
writing signed by RBMG and the Employee.


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day first above written.


                                    RESOURCE BANCSHARES MORTGAGE GROUP, INC.

                                    By:
                                       -----------------------------------
                                    Name: Douglas K. Freeman
                                    Title: Chief Executive Officer


                                                                          (L.S.)
                                    --------------------------------------
                                              William M. Ross




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