RESOURCE BANCSHARES MORTGAGE GROUP INC
FORM OF INCENTIVE STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21.D
<SEQUENCE>16
<FILENAME>g71171ex10-21_d.txt
<DESCRIPTION>FORM OF INCENTIVE STOCK OPTION AGREEMENT
<TEXT>
<PAGE>   1
                                                               EXHIBIT 10.21(D)


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<PAGE>   2


PERSONAL AND CONFIDENTIAL                                            [RBMG LOGO]


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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                          OPTIONEE                                        AGREEMENT DATE                 SHARES GRANTED
----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                       <C>                <C>                 <C>
          John H. Doe                                                      June 1, 2001                       250
          Apt. A
          123 Main Street
          Anytown, USA  12345                                    -----------------------------------------------------------
                                                                   PLAN NAME         VESTING CODE         OPTION PRICE
                                                                 -----------------------------------------------------------
                                                                  Omnibus Plan          21AGN                $X.XX
----------------------------------------------------------------------------------------------------------------------------
       COUNTRY            COMPANY       SOCIAL SECURITY NO.
----------------------------------------------------------------------------------------------------------------------------
        USA                RBMG            ###-##-####
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

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.   Award of Option. Effective on the Agreement Date, and subject to the terms
and conditions set forth in this document and in the Resource Bancshares
Mortgage Group, Inc. Amended and Restated Omnibus Stock Award Plan, as amended
from time to time (the "Plan"), RBMG has awarded to the Optionee the Option to
purchase from RBMG, at the per share Option Price shown above, shares of RBMG
Common Stock in the amount shown above as 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. It is intended that
this Option qualify to the extent possible as an Incentive Stock Option (an
"ISO") under Section 422 of the Internal Revenue Code of 1986, as amended. 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 a nonqualified stock option
notwithstanding such failure to so qualify.

2.   (a) Exercise of Option. During the period beginning with the first date
after the Agreement Date that the Fair Market Value per share of Common Stock
equals or exceeds $21.00 and ending at the close of RBMG's business ten years
from the date of this Option Agreement (the "Option Period"), the Option shall
be exercisable, in whole or in part, at any time and from time to time during,
but not after the Option Period. The number of shares of Common Stock subject to
this Option and the per share exercise price under each outstanding Option may
be adjusted as provided in Section 4.1(e) of the Plan. Sections 4.1(e), 4.1(f),
and 4.1(g) of the Plan are incorporated in this Option Agreement by reference as
if the text were fully included in this document.

     (b) Notwithstanding Section 2 (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 this termination of employment exercise this Option
but only to the extent the Option was exercisable on the date of termination of
employment; (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) that, 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 clause (1) or (2) above, then this Option may be exercised at
any time within twelve months following the Optionee's death by the person(s) 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 than 100 shares of Common Stock may be purchased at 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. The Option shall be deemed to be
exercised on the date that RBMG receives full payment of the exercise price for
the number of shares for which the Option is being exercised (the "Exercise
Date").


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     (e)  During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee and is not 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.

3.   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 issued, 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 of 1933,
as amended, 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 of
1933, as amended, 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.

4.   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
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.

5.   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 and
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
supersedes 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)  Definitions and Construction of Terms. Capitalized terms used in this
Option Agreement but not defined herein are used herein as defined in the Plan.
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.

     (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/ Douglas K. Freeman
   --------------------------------------
     Douglas K. Freeman, Chairman and CEO


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</TEXT>
</DOCUMENT>
