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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

RELIANCE BANCSHARES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies:



	(2)		Aggregate number of securities to which transaction applies:



	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



	(4)		Proposed maximum aggregate value of transaction:



	(5)		Total fee paid:

o Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:



	(2)		Form, Schedule or Registration Statement No.:



	(3)		Filing Party:



	(4)		Date Filed:



			Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

April 7, 2009

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Reliance Bancshares, Inc. The meeting will be held in the Ambassadeur Room at the Frontenac Hilton, 1335 South Lindbergh Boulevard, Saint Louis, Missouri 63131, on Tuesday, May 5, 2009 at 6:00 p.m. local time.

The Notice of Annual Meeting and proxy statement appears on the following pages and describes the formal business to be transacted at the meeting. Also included is our Annual Report on Form 10-K which has been filed with the SEC. This includes the independent certified public accountants’ audited financial statements of Reliance Bancshares, Inc. and subsidiaries as of December 31, 2008 and 2007 from Cummings, Ristau and Associates, P.C. During the meeting we will provide you with an update on the performance of your company. Directors and Executive Officers of the company, as well as a representative of Cummings, Ristau and Associates, P.C., the company’s independent auditors, will be present to answer any questions you might have.

It is very important that your shares are represented at this meeting and, therefore, whether or not you plan to attend the meeting in person, we urge you to vote by completing and mailing the enclosed proxy card. If you attend the meeting you may vote in person even if you have previously voted. Also enclosed is a response card and return envelope regarding your attendance at the annual meeting. Please complete the card and return it in the green envelope addressed to Reliance Bancshares, Inc., at 10401 Clayton Road.

We look forward to seeing you at the meeting and providing you with an update on your company.

Sincerely,

Jerry S. Von Rohr
Chairman & Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 5, 2009

The Annual Meeting of the Shareholders of Reliance Bancshares, Inc. will be held in the Ambassadeur Room at the Frontenac Hilton, 1335 South Lindbergh Boulevard, Saint Louis, Missouri 63131, on Tuesday, May 5, 2009, at 6:00 p.m. local time, for the following purposes:

(1)

To elect four (4) Class I directors for terms of three (3) years each, and two (2) Class II directors for a term of one (1) year, or until their successors are elected and qualified; and

(2)

To ratify the appointment of Cummings, Ristau & Associates, P.C. as the Corporation’s independent public accountant; and

(3)

To consider any other business that may properly come before the meeting.

Shareholders of record of Class A Common Stock of the Corporation at the close of business on March 26, 2009 are entitled to notice of and to vote at the meeting and any adjournments thereof.


	By Order of the Board of Directors:

	Fortis M. Lawder
	Secretary

IMPORTANT — Your proxy card is enclosed. You can vote your shares by completing and returning your proxy card in the enclosed postage-paid envelope. Whether or not you expect to be present at the meeting, please review the Proxy Statement and promptly vote and return the enclosed proxy card. You can revoke your proxy by attending the Annual Meeting and voting in person.

PROXY STATEMENT

ELEVENTH ANNUAL MEETING OF SHAREHOLDERS OF
RELIANCE BANCSHARES, INC.
To Be Held May 5, 2009

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Reliance Bancshares, Inc. (the “Company” or “Reliance”) for use at the Eleventh Annual Meeting of Shareholders to be held in the Ambassadeur Room at the Frontenac Hilton, 1335 South Lindbergh Boulevard, Saint Louis, Missouri 63131 beginning at 6:00 p.m., local time, on Tuesday, May 5, 2009, and at any adjournment or adjournments thereof (the “Annual Meeting”), for the purposes set forth in the attached Notice of Annual Meeting of Shareholders and as further described herein.

GENERAL INFORMATION

Proxies in the form enclosed are being solicited by the Board of Directors of the Company. A shareholder may revoke a properly executed proxy at any time before it is exercised by filing a written revocation or a duly executed proxy bearing a later date with the Secretary of the Company either prior to or at the Annual Meeting or by voting in person at the Annual Meeting. If a proxy is properly executed and returned in time, the shares of Class A Common Stock represented thereby will be voted in accordance with the instructions specified thereon, or if no contrary instructions are specified, the shares of Class A Common Stock represented thereby will be voted in favor of the election of the nominees to the Board of Directors and in favor of the proposals in the manner described herein. This Proxy Statement and the related form of proxy are first being sent to shareholders of the Company on or about April 7, 2009. The Company’s year-end audited financial statements prepared by its independent certified public accountants are enclosed herewith, accompanied by a copy of the Company’s Form 10-K, excluding exhibits, filed with the Securities and Exchange Commission (the “SEC”).

The solicitation of proxies will be made primarily by mail by Directors and regular employees of the Company who will not receive any additional remuneration therefore. The Company will pay the total expense of the proxy solicitation. Brokers, nominees, fiduciaries, and other custodians will be requested to forward soliciting material to the beneficial owners of shares of Class A Common Stock and will be reimbursed for their expenses.

As of the date of this Proxy Statement, the Board of Directors is not aware of any matters which may come before the Annual Meeting other than those matters which are referred to in this Proxy Statement. If any other matters properly come before the Annual Meeting, the proxy holders will vote the shares of Class A Common Stock represented thereby in accordance with their best judgment.

Voting Securities. The authorized capital stock of the Company consists of 42,000,000 shares including 40,000,000 shares of Class A Common Stock, $0.25 par value, and 2,000,000 shares of Preferred Stock, no par value. As of March 26, 2009, 20,770,781 shares of Class A Common Stock were issued and outstanding, representing all of the shares of capital stock entitled to vote at the Annual Meeting. Of the authorized 2,000,000 shares of Preferred Stock, 42,000 shares were issued and outstanding as of March 26, 2009.

Record Date. In accordance with the Company’s Bylaws, the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting is Thursday, March 26, 2009.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and all persons who beneficially own more than 10% of the Company’s securities to file reports with the SEC with respect to beneficial ownership of Company securities. Based solely upon a review of copies of the filings that the Company received with respect to the fiscal year ended December 31, 2008, or written representations from certain reporting persons, the Company believes that all reporting persons filed all reports required by Section 16(a) in a timely manner.

General Information. A copy of the Company’s 2008 Annual Report Form 10-K filed with the SEC and this Proxy Statement will be available at our website with the address www.reliancebancshares.com/doc/type/reports. All reports will be made available as soon as reasonably practicable after they are filed with or furnished to the SEC. They may also be viewed at www.sec.gov or paper copies may be requested by contacting Reliance Bancshares, Inc. at 10401 Clayton Road, Frontenac, Missouri 63131.

Vote Required for Approval. With respect to those matters to be acted upon at the Annual Meeting, each shareholder of record is entitled to one vote for each share of Class A Common Stock that the shareholder holds on the record date. Cumulative voting for the election of Directors is not available.

A majority of the outstanding shares of Class A Common Stock entitled to vote must be represented in person or by proxy at the Annual Meeting in order for there to be a quorum to conduct the election of Directors and the other matters described in this Proxy Statement. If a quorum is present at the Annual Meeting, the affirmative vote of a majority of the shares entitled to vote which are present in person or represented by proxy at the Annual Meeting is required to elect directors, ratify the appointment of Cummings, Ristau & Associates, P.C. as the Company’s independent registered public accounting firm for 2009 and to act on any other matters properly brought before the Annual Meeting.

Shares represented by proxies which are marked or voted (i) “withheld” for the election of the Board’s director nominees, (ii) “abstain” to ratify the appointment of the Company’s independent registered public accounting firm, or (iii) to deny discretionary authority on other matters will be counted for the purpose of determining the number of shares represented by proxy at the meeting. Such proxies will thus have the same effect as if the shares represented thereby were voted against such nominee or nominees, against the ratification of the appointment of the Company’s independent registered public accounting firm, and against such other matters, respectively. Shares held by brokers that do not have discretionary authority to vote on a proposal and have not received voting instructions from their clients are considered “broker non-votes.” Broker non-votes are considered present or represented for purposes of determining a quorum but are not counted or deemed present or represented for determining whether shareholders have approved that proposal.

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

In order to assure the proper and ethical performance of its business and to maintain the confidence of the public, customers, and stockholders, the Board of Directors of Reliance Bancshares, Inc. has established and adopted a Code of Conduct and Ethics (the “Code”). The Code establishes standards of ethical conduct and is applicable to the entire Company’s employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer, principal financial and accounting officer, and any of its banking and non-banking subsidiaries. This Code supersedes any prior codes or policies. Any violation of this Code may result in corrective action, including termination from employment.

The Code is included as an exhibit in the Company’s initial Form 10 registration filing with the SEC and is available at www.sec.gov, or by contacting Reliance Bancshares, Inc., at 10401 Clayton Road, Frontenac, Missouri 63131.

Shareholder Communications with Directors

Shareholders can communicate with specific members and/or committees of the Company’s Board of Directors by mailing any correspondence to Reliance Bancshares, Inc., Attn: M. Sue Freed, Senior Vice President & Director of Investor Relations, 10401 Clayton Road, Frontenac, Missouri 63131. All communications intended for members of the Board of Directors will be reviewed and forwarded to the specified Board member. If the communications are not directed to a particular Board member or committee then the correspondence will be forwarded to all Board members.

Independent Directors

The Company has not previously registered shares under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Furthermore, the Company’s shares are not currently listed on any national securities exchange or other automated quotation system, nor is the Company applying for the initial listing of its securities on any such exchange or system in connection with this filing. The Company, therefore, is not presently governed by specific corporate governance guidelines or rules imposing independence requirements on the composition of the Board of Directors (the “Board” or “Board of Directors”) and its committees.

The Company’s Board of Directors has chosen, however, to evaluate the independence of its members according to the definition of “independence” as set forth in The NASDAQ Stock Market Marketplace Rules and has determined that the following members of the Board are independent: Ralph W. Casazzone, Robert M. Cox, Jr., Dr. Richard M. Demko, Patrick R. Gideon, Earl G. Lindenberg, James E. SanFilippo, and William P. Stiritz. The Board has also determined that all members of the Company’s Audit Committee are considered independent under The NASDAQ Stock Market’s independence requirements for Audit Committee members.

Compensation Committee Interlocks and Insider Participation

In 2008, Ralph W. Casazzone, Gary R. Parker and James E. SanFillipo were the members of the Compensation Committee, with Mr. Parker serving as Chairman. None of these directors have ever been officers or employees of the Company or any of its subsidiaries. During 2008, none of the executive officers of the Company served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on the Board of Directors of the Company or its Compensation Committee.

Board of Directors and Committees

During the year ended December 31, 2008, the Board of Directors held seven meetings. All incumbent directors and nominees attended 75% or more of the aggregate of meetings of the Board of Directors and committees of the Board on which they served. The Company expects each of its directors to attend the Annual Meeting of Shareholders unless an emergency prevents them from attending. All of the Board members were present at the 2008 Annual meeting with the exception of John J. Moller.

The Company’s Board of Directors has a standing Audit Committee, Compensation Committee and Nominating & Governance Committee.

The Audit Committee. In 2008 the Audit Committee was composed of Robert M. Cox, Jr., Dr. Richard M. Demko, Julie Mathis (Reliance Bank, FSB representative and non-voting member), and Patrick R. Gideon, with Mr. Gideon as Chairman. The Audit Committee met six times in 2008.

The Audit Committee is appointed by the Board of Directors to assist the Board in monitoring and overseeing (1) the integrity of the financial statements of the Company, (2) compliance by the Company with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, (4) performance of the Company’s internal and independent auditors, and (5) the business practices and ethical standards of the Company including it’s Code of Ethics Policy. The Committee is also directly responsible for (a) the appointment, compensation, retention and oversight of the work of the Company’s independent auditors, and (b) the preparation of the report that the SEC requires to be included in the Company’s annual proxy statement.

The Audit Committee operates under a written Charter adopted by the Board of Directors. The Charter, however, does not make the Committee responsible to plan or conduct audits or to determine that the Company’s financial statements and disclosures are presented fairly in all material respects in accordance with generally accepted accounting principles. These are the responsibility of management and the independent auditor. A copy of the Charter is included as Appendix A. The Audit Committee reviews and assesses the adequacy of the Charter on an annual basis.

The Board of Directors has determined that each member of the Company’s Audit Committee is “independent” as defined under applicable NASDAQ listing standards and SEC rules. The Board of Directors has also determined

that all of the current Audit Committee members are “audit committee financial experts” as defined under applicable SEC rules. See “Audit Committee Report” below for the formal report of the Audit Committee for 2008.

The Compensation Committee. In 2008, the Compensation Committee was composed of Ralph W. Casazzone, James E. SanFillipo and Gary R. Parker, with Mr. Parker as Chairman. The Compensation Committee met once in 2008.

The Compensation Committee operates under a written Charter. The Compensation Committee Charter was amended as of March 17, 2009 to include the compensation restrictions that are required by the Troubled Assets Relief Program (“TARP”) and Emergency Economics Stabilization Act of 2008 (“EESA”) guidelines. The amended Charter is included as Appendix B to this Proxy Statement. The Compensation Committee reviews and assesses the adequacy of the Charter on an annual basis.

The Compensation Committee determines, or recommends to the Board of Directors for determination and for payment by the Company’s wholly owned subsidiaries, salaries, bonuses and other compensation of executive officers. For additional information regarding the Company’s processes and procedures for the consideration and determination of director and executive officer compensation, see “Compensation of Directors” and “Executive Compensation” below.

See “Compensation Committee Report” below for the formal report of the Compensation Committee for 2008.

The Nominating & Governance Committee. In 2008, the Nominating & Governance Committee was composed of Barry D. Koenemann, Fortis M. Lawder, Earl G. Lindenberg and William P. Stiritz, with Mr. Koenemann as Chairman. The Nominating & Governance Committee met once in 2008.

The Committee operates under a written Charter that is included as Appendix C in this Proxy Statement. The Nominating & Governance Committee reviews and assesses the adequacy of the Charter on an annual basis.

The Committee is responsible for assisting the Board in identifying qualified individuals to become directors, recommend to the Board qualified director nominees for election at the stockholders’ annual meeting, determine membership on the Board committees, recommend corporate governance guidelines and oversee annual self-evaluations by the Board. The Board will evaluate the Nominating & Governance Committee annually.

The Committee considers a variety of factors before recommending a new director nominee or the continued service of existing Board members. A director nominee shall meet such director qualifications as may from time to time be established by the Board, including that the director nominee possess personal and professional integrity, has good business judgment, relevant experience and skills and will be an effective director in conjunction with the full Board in collectively serving the long-term interests of the Company’s stockholders.

The Committee must also consider factors when recommending the continuing service of an existing Board member. The Committee shall review the Board’s committee structure (including the nature, structure and operations of other Board committees) and recommend to the Board for its approval directors to be appointed as members on each Board committee. Prior to recommending the re-appointment of a director to a Board committee, the Committee shall review the existing director’s independence, if required, skills, Board committee meeting attendance, performance and contribution, and his or her fulfillment of committee responsibilities. If a vacancy on a Board committee occurs, the Committee shall recommend a director with relevant experience and skills, and who is independent, if required by the committee charter, to be appointed to fill the vacancy.

COMPENSATION OF DIRECTORS

Director Compensation

The following table discloses the compensation paid to each director of the Company. All directors receive $500 per meeting of the Board of Directors of the Company that he attends, and committee members receive an additional $200 per committee meeting attended, with the exception of the Audit Committee members, who receive $500 per meeting attended. Committee Chairmen do not receive additional compensation. Reliance Bank Board members also receive $400 for each meeting of Reliance Bank’s Board of Directors he attends. Members of

Reliance Bank’s Credit Committee receive $500 per Credit Committee attended, and members of Reliance Bank’s Regulatory and Compliance Committee receive $300 per Regulatory and Compliance Committee attended, all of which are included in the amounts below.


						Change in
						Pension Value
	Fees					and
	Earned or				Non-Equity	Nonqualified
	Paid in		Stock	Option	Incentive Plan	Deferred
	Cash		Awards	Awards	Compensation	Compensation	All Other	Total
Name	($)		($)	($)	($)	Earnings	Compensation	($)
Jerry S. Von Rohr	$	10,650						$	10,650

Ralph W. Casazzone	$	3,000						$	3,000

Robert M. Cox, Jr.	$	13,300						$	13,300

Richard M. Demko	$	16,700						$	16,700

Patrick R. Gideon	$	5,500						$	5,500

Barry D. Koenemann	$	7,000						$	7,000

Fortis M. Lawder	$	9,500						$	9,500

Earl G. Lindenberg	$	11,800						$	11,800

Gary R. Parker	$	3,500						$	3,500

James E. SanFilippo	$	9,000						$	9,000

William P. Stiritz	$	2,500						$	2,500

Executive Officers

The Company’s executive offices are located at 10401 Clayton Road, Frontenac, Missouri 63131.

The biographical information for Jerry S. Von Rohr is included in Proposal 1: Election of Directors.

Dale E. Oberkfell, age 53, was hired by Reliance Bancshares, Inc. as Executive Vice President and by Reliance Bank as President and Chief Operating Officer in May 2005 and has served on the Board of Directors for Reliance Bank since 2005. He also serves as a Board Member of the Federal Home Loan Bank of Des Moines, the Olin School of Business Executive Alumni Board at Washington University, and the Missouri Independent Bankers Association. Prior to joining Reliance Bank, he was a principal with Cummings, Oberkfell and Ristau, P.C. (now Cummings, Ristau & Associates, P.C.), a public accounting firm specializing in banking. He was one of the founding members, starting the firm in 1996, and has over 27 years of banking and corporate accounting experience. In conjunction with James W. Sullivan’s resignation (previously disclosed through a Form 8-K filed with the SEC, incorporated herein by reference) effective January 30, 2008 the Board of Directors appointed Mr. Oberkfell to act as Chief Financial Officer and principal financial and accounting officer until these positions are filled.

Daniel S. Brown, age 43, joined Reliance Bank in February 2003 and serves as Executive Vice President and Senior Lending Officer of Reliance Bank and Senior Vice President of Reliance Bancshares, Inc. He also serves as Senior Vice President and Credit Committee Member of Reliance Bank, FSB. Mr. Brown is primarily responsible for the overall growth and credit quality of the loan portfolios of Reliance Bancshares, Inc., and has a total of 22 years of banking experience, including his previous positions as Senior Vice President at Bank of America (formerly known as Boatman’s Bank) and Vice President at Commerce Bank.

David S. Matthews, age 49, joined Reliance Bank in October 2007 as Market President of the Loan Production Office located in the Phoenix, Arizona metropolitan area. He is responsible for the growth and overall quality of the loan center, located in nearby Tempe. He has approximately 30 years in banking and served as the market president for Irvin Union Bank in Mesa, Arizona. Prior to that, he was Senior Vice President and acting president of Bank USA in Phoenix. Matthews is the Board Treasurer of both the local chapter of the Risk Management Association, and the Juvenile Diabetes Research Foundation. He also sits on the advisory board of Signature Technology Group.

Daniel W. Jasper, age 63, joined Reliance Bank, FSB as Vice Chairman and Chief Executive Officer. His banking career spans 39 years, all in the St. Louis region. Mr. Jasper began his banking career at Mercantile Bank where he served in various lending capacities. In 1982, he joined Landmark Bancshares, which was later acquired by Magna Bank, and served in various lending positions and as the Senior Credit Officer. Jasper joined First Banks, Inc, in 1995, and for 13 years served in a variety of roles including Executive Vice President and Chief Credit Officer.

STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND
CERTAIN BENEFICIAL OWNERS

The table below sets forth certain information regarding the beneficial ownership of shares of Common Stock as of March 26, 2009 for (i) each director; (ii) each of the named executive officers; and (iii) all directors and executive officers of the Company as a group. The amount of Common Stock owned, as reported below and in the footnotes, has been adjusted to reflect the December 2006 two-for-one stock split. Unless otherwise indicated, to the knowledge of the Company, the listed individuals have shared voting power over shares held in joint tenancy and sole voting power in all other instances.


	Amount and		Percent of
	Nature of		Common Stock
	Beneficial		Beneficially
Beneficial Owner (1)	Ownership (2)		Owned (3)
Gary R. Parker (4)		5,498,261		26.2	%
William P. Stiritz (5)		2,549,643		12.3	%
Ralph W. Casazzone (6)		422,733		1.9	%
Robert M. Cox, Jr. (7)		127,353		0.6	%
Richard M. Demko (8)		447,333		1.9	%
Patrick R. Gideon (9)		180,197		0.7	%
Barry D. Koenemann (10)		321,333		1.3	%
Fortis M. Lawder (11)		103,333		0.3	%
Earl G. Lindenberg (12)		415,333		1.8	%
James E. SanFilippo (13)		217,047		0.8	%
Jerry S. Von Rohr (14)		937,155		0.9	%
Dale E. Oberkfell		134,609		.09	%
Daniel S. Brown (15)		100,208		.09	%
David S. Matthews(16)		5,034		.02	%

Directors and all executive officers as a group		11,459,572		48.8	%


(1)		The address for all directors and executive officers is 10401 Clayton Road, Frontenac, Missouri, 63131.

(2)		These amounts include fully vested and unexercised options to purchase Common Stock as follows: Mr. Parker-51,333; Mr. Stiritz- 3,333; Mr. Casazzone-29,222; Mr. Cox-9,333; Dr. Demko-43,333; Mr. Gideon-29,333; Mr. Koenemann-51,333; Mr. Lawder-51,333; Mr. Lindenberg-51,333; Mr. SanFilippo-51,333; Mr. Von Rohr-755,333; Mr. Oberkfell-114,998; Mr. Brown-89,999; and Mr. Matthews- 833.


(3)		The percentage of Common Stock owned by the directors and executive officers is based on 20,770,781 of shares of Common Stock outstanding as of March 26, 2009. The percentage of ownership does not include vested, unexercised options.

(4)		Includes 1,017,768 shares held by G.P. & W, Inc., of which Mr. Parker is the sole owner; 21,892 shares in an IRA; 3,582 shares in his spouse’s IRA; and 33,080 shares in his spouse’s Exempt Trust.

(5)		Includes 2,264,310 shares held by the William P. Stiritz Revocable Trust, of which Mr. Stiritz is the Trustee; 188,000 shares held as joint tenant with his spouse; and 94,000 shares held in the name of his spouse.

(6)		Includes 40,000 shares owned by his spouse.

(7)		Includes 118,020 shares held by the Robert M. Cox, Jr. Revocable Trust, of which Mr. Cox is the Trustee.

(8)		Includes 72,000 shares held in Dr. Demko’s IRA; 182,000 held by the Richard M. Demko Living Trust, of which Dr. Demko is the Trustee; 90,000 shares held by his spouse’s Revocable Living Trust, of which he is a co-Trustee; 48,000 shares in the name of the Demko Family Limited Partnership; and 12,000 shares in his spouse’s IRA.

(9)		Includes 30,864 shares held in Mr. Gideon’s 401(k) Plan account.

(10)		Includes 82,972 shares in an IRA; 12,000 shares held by Mr. Koenemann’s spouse’s Revocable Trust, of which he is Successor Trustee; 69,000 shares owned by United Construction Ent. Co.; 1,000 shares held by United Construction of Indianapolis; and 1,000 shares by United Construction of St. Louis. Mr. Koenemann is the sole owner of all of these companies.

(11)		Includes 51,600 shares held by a Trust of which Mr. Lawder is the beneficiary.

(12)		Includes 360,000 shares held by the Earl G. Lindenberg Revocable Living Trust, of which Mr. Lindenberg is the Trustee; and 4,000 shares held by his spouse’s Revocable Living Trust.

(13)		Includes 165,714 held as joint tenant with his spouse.

(14)		Includes 11,000 shares in his IRA.

(15)		Includes 8,000 shares in an IRA.

(16)		All shares owned in Mr. Matthews’ name only.

PROPOSAL 1 REQUIRING YOUR VOTE

ELECTION OF DIRECTORS

The first item to be acted upon at the Annual Meeting of Shareholders is the election of six (6) members of the Board of Directors. The Company’s Restated Articles of Incorporation classify the Board of Directors into three classes. At a board meeting on March 17, 2009, the Board of Directors of the Company voted to increase the size of the Board from twelve (12) to thirteen (13) members, effective that date. The additional directors were designated as members of Class I and Class II so that Classes I and III consist of four (4) member and Class II consists of five (5) members.

The nominees designated by the Board of Directors that are standing for election at the Eleventh Annual Meeting of Shareholders and their classes are as follows:

Class I — Messrs. William P. Stiritz, Lawrence P. “Rusty” Keeley, Jr, Patrick R. Gideon and Richard M. Demko, DDS, MSD have been nominated to hold office for three years, or until the Fourteenth Annual Meeting in 2012, or until their successors are elected and qualified.

Class II — Messrs. Scott A. Sachtleben and David R. Spence have been nominated to hold office for one year or until the Twelfth Annual Meeting in 2010, or until their successors are elected and qualified.

All proxies in the form enclosed which are received by the Board of Directors conferring authority to vote in the election of directors will be voted equally for the six (6) nominees listed above. Special instructions received from any shareholder by proxy to withhold his or her voting rights in any way other than an equal distribution among the six (6) nominees of the votes to which he or she is entitled shall be followed. However, there is no cumulative voting for directors of the Company. In the event any nominee declines or is unable to serve, it is intended that the proxies will be voted for a successor nominee designated by the Board of Directors. The Board of Directors knows of no reason to believe that any nominee will decline or be unable to serve. All of the Directors and Nominees, their classes, biographies and share holdings are listed in the following table.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES LISTED TO

SERVE AS CLASS I AND CLASS II DIRECTORS.

CLASS I DIRECTORS
Nominees for and Directors Continuing in Office
For Terms Expiring in 2012


		Principal Occupation
Name and Age		and Stock Ownership
William P. Stiritz (Nominee)		Chairman of Ralcorp Holdings,
Director since 2007		Inc., and former CEO of
Age: 74		Ralston Purina Corp., St. Louis, MO;
		Beneficial owner of 2,549,643
		shares (12.3%)

Lawrence P. “Rusty” Keeley, Jr. (Nominee)		President of L. Keeley
Age 39		Construction Company., Inc.;
		Beneficial owner of
		426,140 shares (2.1%)

Patrick R. Gideon (Nominee)		President, Silver Lake
Director since 1999		Bank, Topeka, KS;
Age: 51		Beneficial owner of
		180,197 shares (0.7%)

Richard M. Demko, DDS, MSD (Nominee)		President and CEO of
Director since 2003		Demko Consulting
Director, Reliance Bank		St. Louis, MO; Beneficial
Age: 63		owner of 444,000 shares (1.9%)

Information Regarding the Directors

William P. Stiritz, age 74, has served on the Board of Directors for Reliance Bancshares, Inc. since February 2007. He is currently a board member of Vail Resorts, Inc. and Ralcorp Holdings, Inc. His career also included three years with the Pillsbury Company, followed by a 37 year career with Ralston Purina, serving as Ralston Purina’s Chief Executive Officer.

Lawrence P. “Rusty” Keeley, Jr., age 39, has served on the Board of Directors for Reliance Bank since the founding of the Bank in 1999. Mr. Keeley also serves on the advisory Board of Healing the Children Medical

Charity as an active host family for children. He is the President and CEO of Keeley Construction Company in Sauget, Illinois, and the President and CEO of ADB Utility Contractors of St. Louis, Missouri.

David R. Spence, age 51, has served on the Board of Directors for Reliance Bank since 2005. He serves on the Magic House Board of Directors, Young President’s Organization Strategic Planning Committee and is on the governing board of Beta Theta Pi Fraternity at University of Missouri at Columbia. He serves on the Regional Business Council and the St. Louis Sports Commission. Mr. Spence is President and CEO of Alpha Packaging based in St. Louis since 1985. He is also chairman of Legacy Packaging in Earth City.

Patrick R. Gideon, age 51, has served on the Board of Directors for Reliance Bancshares, Inc. since 1999, and has held the position of Chairman of the Audit Committee since April 2007. As of January 1982 he has served on the Board of Directors of Silver Lake Bank, in Topeka, Kansas. In 1987, he was elected President and Chief Executive Officer of Silver Lake Bank. Mr. Gideon also serves on several committees in a financial position and as a board member to several businesses within the Topeka community.

Richard M. Demko, DDS, MSD, age 63, has served on the Board of Directors for Reliance Bancshares, Inc. since 2003, as well as serving on the Board of Directors for Reliance Bank since 1999. He was appointed to the Company’s Audit Committee in April 2007. He also serves on the faculty of St. Louis University Center for Advanced Dental Education. He is also a member or on the board of numerous civic and professional organizations and on the advisory board of “Bank Director” magazine. Dr. Demko has maintained his own private orthodontic practice since 1974 and performs consulting for practices throughout the United States.

CLASS II DIRECTORS
Nominees For and Directors Continuing in Office
For Terms Expiring in 2010


		Principal Occupation
Name and Age		and Stock Ownership
Scott A. Sachtleben (Nominee)		Senior Vice President of
Age 49		Development and General
		Counsel for The Desco
		Group, St. Louis, MO; Beneficial
		owner of 2,000 shares (0%)

David R. Spence (Nominee)		President and CEO of Alpha
Age 51		Packaging, St. Louis, MO;
		Beneficial owner of 88,824
		Shares (0.4%)

Earl G. Lindenberg		Chairman, Lindenberg
Director since 1999		Technologies, LLC
Director, Reliance Bank		St. Louis, MO;
Age: 74		Beneficial owner of 415,333
		shares (1.8%)

James E. SanFilippo		President, Waylon
Director since 1998		Advertising, St. Louis
Director, Reliance Bank		MO; Beneficial owner of
Age: 58		217,047 shares (0.8%)

Fortis M. Lawder		Secretary of Reliance Bank
Director since 1998		and Reliance Bancshares,
Director, Reliance Bank		Inc., Partner, Anderson &
Age: 81		Gilbert, St. Louis, MO; Beneficial
		owner of 103,333 shares (0.3%)

Information Regarding the Directors

Scott A. Sachtleben, age 49, has served on the Board of Directors for Reliance Bank since 2006. Mr. Sachtleben is Senior Vice President of Development and General Counsel for the DESCO Group, Inc., where he has been employed since 2001. Mr. Sachtleben previously was a partner with the law firm of Greensfelder, Hemker & Gale, P.C., where he practiced for 15 years, primarily in the real estate, corporate and securities areas of law.

Earl G. Lindenberg, age 74, has served on the Board of Directors for Reliance Bancshares, Inc. since its inception, as well as serving on the Board of Directors for Reliance Bank. He was appointed to the Company’s Nominating & Governance Committee in April 2007. He is the Chairman and Chief Executive Officer of Lindenberg Tiemann LLC and Lindenberg Technologies LLC. Mr. Lindenberg is a partner and officer in Uphill UCS, LLC, a company providing underground construction services in Kansas City, and is a partner in Unitech Consulting, LLC, a minority-owned computer consulting firm. He also served as the 2007 Auction Chairman of the Lutheran Family and Children Service of Missouri. Mr. Lindenberg has been in the information technology consulting industry for over 25 years.

James E. SanFilippo, age 58, has served on the Board of Directors for Reliance Bancshares, Inc. since 1999, as well as serving on the Board of Directors for Reliance Bank. He was appointed to the Company’s Nominating & Governance Committee in April 2007 until 2008, when he was appointed to the Compensation Committee. He also serves on the Executive Committee. He is also involved with the Herbert Hoover Boys & Girls Club and the Semper Fi Injured Marines Fund. Mr. SanFilippo is the President and owner of Waylon Advertising, an advertising firm he started in 2000. Prior to 2000, he was the President and owner of The Waylon Company from 1979 to 2000.

Fortis M. Lawder, age 81, has served on the Board of Directors for Reliance Bancshares, Inc. since 1998, as well as serving on the Board of Directors for Reliance Bank. He has also served as general counsel for both entities since their inception and also serves on the company’s Nominating and Governance Committee. Mr. Lawder has been a practicing attorney for more than 58 years and has represented over 50 different banks, bank holding companies and thrifts during his years as a lawyer.

CLASS III DIRECTORS
Directors Continuing in Office For Terms Expiring in 2011


		Principal Occupation
Name and Age		and Stock Ownership
Robert M. Cox, Jr.		Senior Vice President of
Director since 2007		Emerson Electric Co.,
Director, Reliance Bank		St. Louis, MO;
Age: 63		Beneficial Owner of
		127,353 shares (0.6%)

Jerry S. Von Rohr		Chairman, President, and Chief
Director since 1998		Executive Officer of
Director, Reliance Bank		Reliance Bancshares, Inc.;
and Reliance Bank, FSB		Chairman and Chief Executive
Age: 64		Officer of Reliance Bank and
		Chairman of Reliance Bank, FSB;
		Beneficial owner of 937,155
		shares (0.9%)

Gary R. Parker		President, Center Oil
Director since 1998		Company, Town & Country,
Age 59		MO; Beneficial owner of
		5,498,261 shares (26.2%)


		Principal Occupation
Name and Age		and Stock Ownership
Barry D. Koenemann		President, United Construction
Director since 1998		Ent. Co., St. Louis, MO;
Director, Reliance Bank		St. Louis, MO; Beneficial owner
Age: 60		of 321,333 shares (1.3%)

Information Regarding the Directors

Robert M. Cox, Jr., age 63, has served on the Board of Directors for Reliance Bancshares, Inc. since February 2007, and had also served on the Board of Directors for Reliance Bank since 2005. He was appointed to the Company’s Audit Committee in April 2007. Mr. Cox also serves as a Trustee for Drury University in Springfield, Missouri. He is also a member of the Dean’s Advisory Council for the Kelley School of Business at Indiana University in Bloomington, Indiana, a Director and Executive Committee member of the St. Louis Regional Chamber and Growth Association and a Director of the St. Louis Club. Mr. Cox is a Senior Vice President in Administration for Emerson Electric Co. in St. Louis, Missouri, where he has been employed since 1975.

Jerry S. Von Rohr, age 64, has served as Chairman, President, Chief Executive Officer and a director of Reliance Bancshares, Inc. since inception, and is one of the founding directors and incorporators of the Company. He also serves as Chairman, Chief Executive Officer, and director of the Reliance Bank of St. Louis, Missouri , Chairman and Director of Reliance Bank, FSB of Fort Myers, Florida, as well as Chairman of the Company’s Executive Committee. Mr. Von Rohr has been in the banking industry for 41 years.

Gary R. Parker, age 59, has served on the Board of Directors for Reliance Bancshares, Inc. since its inception, as well as serving on the Board of Directors for Reliance Bank. He has served as Chairman of the Company’s Compensation Committee since 2005 and also serves on the Executive Committee. He is the owner and founder of Center Oil Company and its subsidiaries and affiliates, located in St. Louis, Missouri, started in 1986.

Barry D. Koenemann, age 60, has served on the Board of Directors for Reliance Bancshares, Inc. since 1999, as well as serving on the Board of Directors for Reliance Bank. He was appointed to the Company’s Nominating & Governance Committee in April 2007 and serves as its Chairman. He also serves on the Board of Directors of Wings of Hope, a nonprofit humanitarian organization that provides medical assistance/air transportation around the world. He is also a member of the University of Missouri-Rolla Board of Trustees, Engineers Club of St. Louis, Creve Coeur Chamber of Commerce and the Creve Coeur Building Code of Appeals. Mr. Koenemann is Chairman and Chief Executive Officer of United Construction Ent. Co., a general contracting firm he founded in 1991.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee and Board of Directors voted to reappoint, subject to ratification by the shareholders, Cummings, Ristau & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008. Cummings, Ristau & Associates, P.C. served as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2008, and its representatives are expected to attend the 2009 Annual Meeting of Shareholders and will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Mr. Dale E. Oberkfell, the President and Chief Operating Officer of Reliance Bank, and the Chief Financial Officer and Executive Vice President of the Company, was formerly a principal in Cummings, Ristau & Associates, P.C., but has severed all ties with the firm and has no financial interest in it.

AUDIT COMMITTEE REPORT AND PAYMENT OF FEES TO AUDITOR

Audit Committee Report

The Audit Committee is appointed by the Board of Directors (the “Board”) to assist the Board in monitoring and overseeing (1) the integrity of the financial statements of the Company, (2) compliance by the Company with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, (4) performance of the Company’s internal and independent auditors, and (5) the business practices and ethical standards of the Company

including it’s Code of Ethics Policy. The Committee is also directly responsible for (a) the appointment, compensation, retention and oversight of the work of the Company’s independent auditors, and (b) the preparation of the report that the SEC requires to be included in the Company’s annual proxy statement.

The consolidated financial statements of the Company for the year ended December 31, 2008, were audited by Cummings, Ristau & Associates, P.C., independent auditor for the Company.

As part of its activities, the Audit Committee has:

	1.		Reviewed and discussed with management the audited financial statements of the Company;

	2.		Discussed with the independent auditor the matters required to be discussed under Statement on Auditing Standards No. 114 (The Auditor’s Communication With Those Charged With Governance), Statement of Auditing Standards No. 99 (Consideration of Fraud in a Financial Statement Audit), and under the SEC and U.S. Public Company Accounting Oversight Board rules;

	3.		Received the written disclosures and letter from the independent auditor as required (Independence Standards Board Standard No. 1); and

	4.		Discussed with the independent auditor their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company for the year ended December 31, 2008, be included in the Company’s Annual Report Form 10-K filed with the SEC.

The following table presents fees for professional services rendered by Cummings, Ristau & Associates, P.C., for the fiscal years ending December 31, 2008 and 2007:

Audit Fees Table


	Fiscal 2008		Fiscal 2007
Audit Fees	$	135,000	$	200,000
Audit-Related Fees	$	4,000	$	4,000
Tax Fees	$	8,000	$	16,000
All Other Fees		0	$	0
Total Fees	$	147,000	$	220,000

Note: Audit Fees for the year ended December 31, 2008 substantially decreased over the year ended December 31, 2007 due to the extensive accounting compliance requirements necessary for preparation of the Company’s registration with the SEC as a public company in 2007, as well as ongoing reports required to be filed with the SEC.

Audit and Non-Audit Fees

Aggregate fees for professional services billed to us by the Company’s independent registered public accounting firm, Cummings, Ristau & Associates, P.C., for the audit of our consolidated financial statements included in our Annual Report on Form 10-K, reviews of our financial statements included in each of our Quarterly Reports on Form 10-Q, and FDICIA internal control attestation for Reliance Bank, were approximately $135,000 for the year ended December 31, 2008.

Audit-Related Fees

The aggregate fees billed for audit-related services provided to us by Cummings, Ristau & Associates, P.C. were $4,000 during 2008. These fees represent services including audits of pension and other employee benefit plan financial statements. The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy for pre-approving all audit and permissible non-audit services provided by the independent registered public accounting firm.

Tax Fees

The aggregate fees billed for tax compliance, including the preparation of and assistance with federal, state and local income tax returns provided to us by Cummings, Ristau & Associates, P.C. during 2008 and 2007 were

approximately $8,000 and $16,000, respectively. In regard to tax services, we engage Cummings, Ristau & Associates, P.C. to assist us with tax compliance services, including preparation and assistance with tax returns and filings, which we believe is more cost efficient and effective than to have only our employees conduct those services. The Public Company Accounting Oversight Board and certain investor groups have recognized that the involvement of an independent auditor in providing certain tax services may enhance the quality of an audit because it provides the auditor with better insights into a company’s tax accounting services.

Administration of Independent Auditor

The Audit Committee is responsible for appointing, setting compensation for and overseeing the work of our independent auditor. The Audit Committee has established a policy for pre-approving the services provided by our independent auditor in accordance with the auditor independence rules of the SEC. This policy requires the review and pre-approval by the Audit Committee of all audit and permissible non-audit services provided by our independent auditor and an annual review of the financial plan for audit fees. To ensure that auditor independence is maintained, the Audit Committee annually pre-approves the audit services to be provided by our independent auditor and the related estimated fees for such services, as well as the nature and extent of specific types of audit-related, tax and other non-audit services to be provided by the independent auditor during the year.

All of the services provided by our independent auditor in 2008 and 2007, including services related to the Audit-Related Fees, Tax Fees and any other fees described above were approved by the Audit Committee under its pre-approval policies.

PROPOSAL 2 REQUIRING YOUR VOTE

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Cummings, Ristau & Associates, P.C., independent registered public accounting firm for the Company, has been appointed by the Audit Committee of the Board as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2009. This selection is being presented to the stockholders for ratification. Although ratification is not required by our by-laws or otherwise, the Board is submitting the selection of Cummings, Ristau & Associates, P.C., to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and our stockholders. It is expected that a representative of Cummings, Ristau & Associates, P.C. who also served as the Company’s auditors for the past year, will be present at the meeting to respond to appropriate questions and to make a statement if such person desires. During 2008, Cummings, Ristau & Associates, P.C. provided accounting and tax services for Reliance Bank (Missouri) and Reliance Bank, FSB. The Boards of the Company and the Banks have standing audit committees and they do not consider the non-audit professional services performed by the auditors, consisting entirely of tax return preparation, to affect their independence.

Mr. Dale E. Oberkfell, the President and Chief Operating Officer of Reliance Bank, and the Chief Financial Officer and Executive Vice President of the Company, was formerly a principal in Cummings, Ristau & Associates, P.C., but since joining the Company, he has severed all ties with the firm and has no financial interest in it.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF CUMMINGS, RISTAU AND ASSOCIATES, P.C.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Procedures

The Company’s Compensation Committee (the “Committee”) for the year 2008 consisted of the following members of the Board: Ralph W. Casazzone, James E. SanFilippo and Gary R. Parker, who served as Chairman. The Committee’s role and responsibilities are set forth in a written Charter adopted by the Board. The

Compensation Committee Charter was amended as of March 17, 2009 to include the compensation restrictions that are required by the TARP and EESA guidelines. The amended Charter is included as Appendix B to this Proxy Statement.

According to the regulations of TARP and EESA, the Committee reviewed any Senior Executive Officer’s incentive compensation arrangement with the Company to ensure that the Officer compensation arrangements do not encourage any Officers to take unnecessary and excessive risks that threaten the value of the Company. The Committee also looked at any compensation arrangements to confirm that a provision is included for the recovery of any bonus or incentive compensation paid to an Officer based on financial statements that are later proven to be materially inaccurate and that there are no “golden parachutes” in any compensation arrangements. The Committee certified that any and all incentive compensation arrangements were reviewed for compliance with the regulations. The Committee will hereafter meet annually with the senior risk officer of the Company to discuss and review the risk management policies and practices and the Senior Executive Officer incentive compensation arrangements.

The Committee is primarily responsible for reviewing the compensation of the Company’s executive officers on an annual basis and typically meets in the fourth quarter of each fiscal year to determine salaries for the following year and short and long-term incentive awards based in large part on the Company’s performance over the concluding fiscal year. In conducting its annual review, the Committee considers recommendations and input from the Company’s Chief Executive Officer, Jerry S. Von Rohr, as to the compensation of the Company’s named executive officers, except himself. For example, in making recommendations to the Committee as to the compensation of Mr. Brown, Mr. Von Rohr seeks input from Mr. Oberkfell, the Company’s Executive Vice President. The Committee and Mr. Von Rohr believe that because Mr. Oberkfell is the immediate supervisor of Mr. Brown, he is in the best position to evaluate their individual performance as related to overall Company performance for purposes of determining their compensation. Neither the Committee nor the Company has historically retained the services of a compensation consultant.

The Committee is responsible for setting the compensation of Mr. Von Rohr, which is tied to overall Company performance and market data. At its annual meeting, the Committee evaluates various measurements of overall Company performance, in light of financial and business goals established by management and the Board of Directors at the beginning of the previous fiscal year and compensation packages of chief executive officers of comparable companies. The Committee also abides by the established compensation levels set forth in Mr. Von Rohr’s employment agreement, also discussed more fully below. In accordance with the Company’s Bylaws, the Committee presents a recommendation of compensation packages to the full Board of Directors for the required Board approval.

As part of the compensation process, Mr. Von Rohr gathers public compensation information of named executive officers of similar financial institution companies in the St. Louis area for purposes of recommending compensation packages for the four other named executive officers. The Committee also reviews this information as part of making its compensation recommendation to the Board of Directors for Mr. Von Rohr. The Committee does not set specific benchmarks for total executive compensation packages or individual compensation elements based on the compensation of executives of these companies. Instead, it seeks to design compensation packages for all executive officers that are within the range of compensation packages for executive officers of these peer companies. The Committee does not conduct any additional market research or survey in determining executive compensation.

Compensation Philosophy and Design

Our compensation philosophy is to provide our executive officers with compensation packages that attract, retain, reward and motivate them. Therefore, the Committee constructs compensation packages to further this philosophy. To attract and retain qualified individuals, the Committee sets salaries for executive officers that are akin to those of executive officers with similar positions in comparable companies and makes salary adjustments based on the process described below. In addition, executive officers are eligible to receive bonuses based on successful Company and individual performance in the forms of cash and equity. The Committee awards such bonuses as a means to both reward executive officers and motivate them to work toward meeting Company-wide goals. Furthermore, awards of bonus options to purchase Common Stock serve as a way to align the interests of the executive officers with those of our shareholders.

While the Committee seeks to provide compensation packages that are competitive within the Company’s markets and the financial services industry, in general, it does not set compensation levels based on any predetermined benchmarks for total compensation or any individual element of compensation. Rather, Mr. Von Rohr surveys companies within the St. Louis and Fort Myers markets that are similar in size to the Company and makes appropriate compensation adjustments when making his recommendations to the Committee.

Compensation adjustments are based more on individual and Company performance than market data. Both Mr. Von Rohr and Mr. Oberkfell, before making their compensation recommendations, consider an individual’s contributions to overall Company performance which is measured against financial and business targets established by the Board at the beginning of each fiscal year. Recently, such goals have focused on the Company’s market growth and include earnings and cash flow, asset growth, loan growth, credit quality, liquidity and solid capitalization. Mr. Von Rohr and Mr. Oberkfell consider the executive officers’ leadership displayed and success in performing their responsibilities to reach these goals. Salary raises and short and long-term incentive awards are not, however, conditioned upon the achievement of these goals. Rather, the Committee evaluates the Company’s progress toward meeting certain performance targets relative to other financial institutions in the Company’s markets.

Certain compensation adjustments are made pursuant to each executive officer’s employment terms established at the time they are hired. Mr. Oberkfell and Mr. Von Rohr are the only named executive officers with whom the Company has employment agreements. The terms of such employment agreements are described in the “Employment Agreements” section below.

Elements of Compensation

The Company’s compensation packages for executive officers are made up of cash salaries, short-term incentive awards in the form of cash bonuses, long-term incentive awards in the form of stock option grants and, to a lesser extent, perquisites. Executive officers, as are all Company employees, are eligible to participate in the Company’s health benefits, 401(k) and employee stock purchase programs, on the same terms as all Company employees. The Committee has not determined to emphasize any one element of compensation and does not have policies regarding the mix between short and long-term compensation or cash and non-cash compensation; rather, the Committee makes decisions from year to year based on the factors described herein.

Salary: Base salaries for executive officers are set initially upon hire based predominantly on market data and are adjusted based on market trends, overall Company performance and individual contributions to Company performance. In recommending base salaries and salary adjustments for the four named executive officers other than himself, Mr. Von Rohr reviews salaries paid to executive officers with similar positions at the Company’s peer companies. Adjustments are made by reviewing the same market data on a year-to-year basis, the Company’s achievement of its yearly business goals and each named executive officer’s contributions to the achievement of these goals. The Committee does not set salaries based on specific benchmarks. The Committee does believe, however, that while the salaries are competitive for the size of the Company, the salaries of the named executive officers, including Mr. Von Rohr, are near the low-end of the range of salaries paid to executives with similar positions at the Company’s peer companies. Mr. Von Rohr’s base salary for 2006 through 2008, as well as 2009 was established by the Committee and set forth in the Agreement of Compensation Package, discussed below.

Short-term Incentives: Executive officers receive short-term incentive awards in the form of cash bonuses. Historically, all executive officers have received a cash bonus award at the end of each fiscal year, with the exception of Mr. Von Rohr, who did not receive a cash bonus award until 2004. At the end of each fiscal year, Mr. Von Rohr makes recommendations to the Committee for the bonuses of the named executive officers, other than himself, based on the achievement of the Company’s financial and business goals that are established by the Board and the executive officers’ contributions toward meeting those goals. As noted above, bonuses are not conditioned upon the achievement of such goals, but rather, the amounts of the bonuses reflect overall Company performance in light of these goals. Mr. Von Rohr also considers the cash bonuses paid to similarly-positioned executive officers at the Company’s peer companies. The Committee evaluates the same in establishing Mr. Von Rohr’s short-term incentive award.

Long-term Incentives: The Committee grants executive officers options to purchase the Company’s Common Stock, typically with time vesting requirements, as a way to align the interests of the executive officers with those of the Company’s shareholders. Generally, executive officers receive stock option grants initially upon their hire in amounts and on terms set by their hiring terms. Thereafter, grants of options are made in the first quarter of a fiscal year in the discretion of the Committee, based upon recommendations of Mr. Von Rohr, and are dependent upon the Company’s performance during the prior fiscal year in light of the Board’s predetermined business targets. In addition, Mr. Von Rohr considers long-term compensation awarded to executive officers at comparable companies. According to the terms of Mr. Von Rohr’s employment, he is to receive options to purchase a minimum of 10,000 and a maximum of 60,000 each fiscal year. The Compensation Committee, with approval of the Board of Directors, may pay him the cash equivalent of some or all of these options in lieu of the options, upon the request of Mr. Von Rohr. The Company does not have any policies or practices in place regarding the timing of option grants and the release of material, non-public information.

Perquisites: Mssrs. Von Rohr, Oberkfell, Brown and Matthews are the only named executive officers who receive perquisites as part of their compensation packages. Each receive allowances for club membership dues, and Mr. Von Rohr is entitled to use a vehicle owned by Reliance Bank. The Committee does not consider the value of these perquisites, which it considers to be incidental, when determining compensation for Mr. Von Rohr, Mr. Oberkfell, Mr. Brown and Mr. Matthews.

With respect to the Treasury Department’s investment in the Company through the TARP program, the Committee must now comply with any and all sections of EESA regarding participation in the United States Treasury’s Capital Purchase Program (“CPP”). Reliance Bank has received TARP funds under the CPP and, therefore, must adhere to the EESA, specifically section 111(b)(2), which regulates a financial institution’s Compensation Committee. The specific duties are discussed in more detail in the Amended Charter attached as Appendix B.

2008 Compensation

In 2008, in addition to amounts received under the Company’s employee benefits plans, the named executive officers received raises in salaries, averaging 9.2% and cash bonuses.

In approving the 2008 salary levels, the Committee considered the Company’s 2007 performance in light of the one-year plan established by the Board at the beginning of fiscal 2007. As in the past, the plan included general financial goals relating to earnings and cash flow, asset growth, loan growth, credit quality, liquidity and solid capitalization.

At the end of fiscal 2007, the Committee met to determine cash bonuses to be awarded to the named executive officers and evaluated the Company’s performance, as well as individual performance, during fiscal 2007. The Company’s performance was, as usual, measured by the financial expectations set by the Board of Directors at the beginning of 2007, including earnings and cash flow, asset growth, loan growth and credit quality. In addition, one of the major business goals for 2007 working to strengthen our loan portfolio and grow deposit rates in our established branches. Because the Company met its financial expectations for 2007 and was successful in executing its bank expansion plans, all named executive officers received cash bonus awards.

As noted above, Mr. Von Rohr, Mr. Oberkfell, Mr. Brown and Mr. Matthews receive perquisites as part of their compensation packages. Consistent with past practice, each received an allowance for club memberships and Mr. Von Rohr was given use of a vehicle owned by Reliance Bank.

Chief Executive Officer Compensation

The Committee determined Mr. Von Rohr’s compensation for 2008 in line with the terms of his employment agreement and made appropriate adjustments based on the same Company performance measures noted above for the other executive officers. Mr. Von Rohr’s employment agreement provides that his base salary shall not be less than $135,000 per year and shall be increased each year by at least an amount to reflect the increase in the Consumer Price Index for All Urban Consumers. In a written Agreement of Compensation Package, the Committee set Mr. Von Rohr’s 2008 base salary at $300,000.00 and stated that for 2008, he would receive options to purchase a

minimum of 10,000 and maximum of 60,000 shares of Common Stock (adjusted to reflect the December 2006 two-for-one stock split).

Tax and Accounting Implications

Generally, the Committee bases its compensation decisions primarily on the philosophies and objectives discussed earlier in this Compensation Discussion & Analysis without regard to the tax or accounting treatment of certain elements of compensation. However, the Committee does elect to grant executive officers long-term incentive awards in the form of Incentive Stock Options because of the tax advantages to the executive officers, as generally, the exercise of an Incentive Stock Option is not a taxable event for the executive officer.

Additionally, the Committee considers the deductibility requirements of Section 162(m) of the Internal Revenue Code, as amended, which provides that the Company may not deduct compensation of more than $1 million to certain persons.

Post-Fiscal Year Compensation Decisions

At the end of 2008, the Committee met to discuss 2009 compensation packages as well as determine the cash bonus awards to be paid to the executive officers based on the overall Company and individual performance in 2008. Based on its review of market data and the Company’s performance, as discussed above, the Committee approved salary increases for all named executive officers consistent with the average amount of historical salary raises. Also based on these factors, the Committee approved grants of options to purchase Common Stock to all named executive officers, in January 2008.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis presented above with management and, based on such review and discussions, recommend that the Compensation Disclosure and Analysis be included in this Proxy Statement and is incorporated into the Company’s Annual Form 10-K for the year ended December 31, 2008 therein by reference.

Submitted by the Compensation Committee of the Board of Directors:

Compensation Committee
Ralph W. Casazzone
James E. San Filippo
Gary R. Parker

EXECUTIVE COMPENSATION

2008 Summary Compensation Table


								All Other
Name and Principal			Salary			Bonus		Compensation			Total
Position	Year		($) (1)			($) (2)		($) (3)			($)
Jerry S. Von Rohr, Chief Executive Officer of the Company		2008	$	309,688	(4)	$	125,000	$	25,860	(5)	$	460,548
Dale E. Oberkfell, Executive Vice President of the Company, President and Chief Operating Officer of Reliance Bank		2008	$	224,423	(6)	$	25,000	$	7,530		$	256,953
David S. Matthews, Market President, Phoenix Loan Production Office of Reliance Bank		2008	$	195,000		$	35,000	$	13,966		$	243,966
Daniel W. Jasper, Vice Chairman and Chief Executive Officer of Reliance Bank, FSB		2008	$	23,250	(7)			$	496		$	23,345
Daniel S. Brown, Senior Vice President of the Company, Executive Vice President of Reliance Bank		2008	$	171,538		$	25,000	$	11,035		$	207,573


(1)		Salary amounts consist of payments received by the named executive officers during the fiscal year ended December 31, 2008. Because the Company’s payroll period does not coincide with the calendar year, and the


		salary payments are subject to a one-week hold back period, these amounts reflect the final salary payments due for services rendered in 2007 (received in January 2008). As such, final salary payments for services rendered in 2008 were made in January 2009.

(2)		Mr. Von Rohr, Mr. Oberkfell and Mr. Brown were awarded bonuses in the amounts shown, but paid in the first pay period of January, 2009. Mr. Matthews received a signing bonus when first employed by Reliance Bank in 2007, of which payment was deferred into 2008.

(3)		“All Other Compensation” consists of the following: (i) for Mr. Von Rohr only, the use of an automobile owned by Reliance Bank; (ii) for Mr. Von Rohr, Mr. Oberkfell, Mr. Brown and Mr. Matthews, club membership dues; and (iii) for all named executive officers, Company matching contributions paid to the Company’s 401(k) plan on behalf of each named executive officer and the imputed value of group life and disability insurance premiums paid on behalf of each named executive officer.

(4)		Includes $10,650.00 in director fees for serving as a member of the Board of Directors for the Company, Reliance Bank, and Reliance Bank, FSB.

(5)		Includes $13,462 for Mr. Von Rohr’s club memberships.

(6)		Includes $4,800 in director fees for serving as a member of Reliance Bank’s Board of Directors.

(7)		Mr. Jasper’s employment began effective October 31, 2008. Annualized, his salary would have been $195,000.00.

Compensation for Mr. Von Rohr and Mr. Oberkfell is set according to the terms of their employment agreement, more fully described in the “Employment Agreements” section below.

2008 Outstanding Equity Awards at Fiscal Year-End Table

The following table reflects option awards outstanding as of December 31, 2008 for the named executive officers. The information below has been restated to reflect a two-for-one stock split in May 2004 and an additional two-for-one stock split in December 2006.


		Number of		Number of
		Securities		Securities
		Underlying		Underlying
		Unexercised		Unexercised
		Options		Options		Option
	Plan Under Which	(#)		(#)		Exercise		Option
	Options Were	Exercisable		Unexercisable		Price		Expiration
Name	Granted	(1)		(2)		($)		Date
Jerry S. Von Rohr (3)	1999 Incentive Stock Option Plan		70,000			$	2.50		04/30/09
	1999 Incentive Stock Option Plan		32,000			$	2.75		04/30/09
	2001 Incentive Stock Option Plan		300,000			$	5.00		01/17/11
	2001 Non-Qualified Stock Option Plan		16,000			$	4.25		10/17/11
	2001 Incentive Stock Option Plan		100,000			$	6.25		01/17/11
	2003 Non-Qualified Stock Option Plan		16,000			$	6.00		01/15/13
	2003 Incentive Stock Option Plan		80,000			$	6.94		01/15/13
	2003 Incentive Stock Option Plan		80,000			$	7.94		01/15/13
	2004 Non-Qualified Stock Option Plan		18,000			$	7.25		07/21/14
	2003 Incentive Stock Option Plan		40,000			$	10.00		01/15/13
	2007 Non-Qualified Stock Option Plan		—		10,000	$	16.50		05/16/17

			762,000

Dale E. Oberkfell	2003 Incentive Stock Option Plan		40,000			$	8.75		01/15/13
	2003 Incentive Stock Option Plan		60,000			$	10.00		01/15/15
	2005 Incentive Stock Option Plan		20,000			$	15.00		11/16/15
	2005 Incentive Stock Option Plan		20,000			$	15.00		11/16/15

			140,000

Daniel S. Brown	2003 Incentive Stock Option Plan		20,000			$	5.38		01/15/13
	2003 Incentive Stock Option Plan		20,000			$	6.19		01/15/13
	2003 Incentive Stock Option Plan		20,000			$	8.50		01/15/13
	2005 Incentive Stock Option Plan		20,000			$	9.50		11/16/15
	2005 Incentive Stock Option Plan		10,000			$	12.50		11/16/15

			90,000


(1)		All options granted prior to 2006 pursuant to the above-referenced plans became fully vested in November 2005 by action of the Board of Directors.

(2)		Options granted under the 2007 Non-Qualified Stock Option Plan begin vesting May 16, 2008.

(3)		Options granted to Mr. Von Rohr under the Non-Qualified Stock Option Plans were granted to him for his services as a director of the Company.

The following is a brief description of the material terms of the above-referenced plans:

1999 Incentive Stock Option Plan: The 1999 Incentive Stock Option plan was approved by shareholders and expires on April 30, 2009. Key employees and officers who are full-time employees of the Company and its subsidiaries are eligible to receive grants to purchase Common Stock pursuant to this plan. Under the terms of the plan, the Company is authorized to grant options to purchase up to 240,000 shares of Common Stock. The exercise price of the options granted under the plan shall be determined by the Board of Directors in its discretion but may not be less than 100% of the fair market value on the date of grant. In the case of options granted to a person who owns more than 10% of the voting power of the Company’s shares, the exercise price shall be no less than 110% of the fair market value on the date of grant. The fair market value shall be no less than the book value as of the grant date, as the Company is not listed on any organized stock exchange. All options granted under the plan shall expire on April 30, 2009, unless earlier specified by the Board of Directors. Options issued to persons who own more than 10% of the voting shares expired under the terms of the plan on April 30, 2004. Options granted under this plan vest in three equal annual installments determined by the date of a grantee’s employment commencement, subject to adjustment by the Board of Directors. The aggregate fair market value of stock for which options are exercisable for the first time under the terms of all plans of the company by an employee during any calendar year shall not exceed $100,000. Each participant to whom options are granted under this plan must remain an employee of the Company or a subsidiary no less than two years from the date of grant. Awards made under this plan are not assignable. If a participant ceases to be an employee by reason other than death, any outstanding award under the plan shall be deemed cancelled unless the Board, in its discretion, extends the privilege to such participant to exercise any outstanding award within three months after termination. If the participant’s employment terminates by reason of reaching retirement age, the participant shall have the right to exercise any awards not expired within three months after retirement. If any participant dies during employment with the Company or subsidiary or within three months after retirement, any outstanding awards under the plan shall be exercisable by the estate or appointed beneficiary of the participant within six months after such participant’s death or expiration of the awards under the plan, whichever is sooner. Options to purchase the aggregate amount of authorized shares under this plan have been granted, and therefore, no additional shares may be granted under this plan.

2001 Incentive Stock Option Plan: The 2001 Incentive Stock Option plan was approved by shareholders and expires on January 17, 2011. Key employees and officers who are full-time employees of the Company and its subsidiaries are eligible to receive grants to purchase Common Stock pursuant to this plan. Under the terms of the plan, the Company is authorized to grant options to purchase up to 800,000 shares of Common Stock. All options granted under the plan shall expire on January 17, 2011, unless earlier specified by the Board of Directors. Options issued to persons who own more than 10% of the voting shares expired under the terms of the plan on January 17, 2006. The material terms of this plan relating to options to purchase Common Stock are the same as those described above for the 1999 Incentive Stock Option Plan. Under this plan, the Board of Directors may grant participants Stock Appreciation Rights (rights to receive in exchange therefor payment by the Company of an amount equal to the excess of the fair market value of the shares subject to an option granted under the plan over the exercise price to acquire such shares). At the Board’s discretion, payment shall be made in shares of Common Stock, cash, or a combination thereof. Pursuant to action of the Board of Directors, no additional awards may be granted under this plan.

2001 Non-Qualified Stock Option Plan: The 2001 Non-Qualified Stock Option Plan was approved by the Board of Directors on October 17, 2001. Directors and advisory directors of the Company and its subsidiaries are eligible to receive awards under this plan in the form of options to purchase Common Stock of the Company. The exercise price of options granted under this plan was, according to the terms of the plan, $4.25 per share of Common Stock, with a total of 180,000 shares available for issuance under the plan. Any option granted under this plan was immediately exercisable on the date of grant as long as such grantee had served as a director or advisory director for at least two years and such grantee holds Common Stock equal to the number of option shares granted under the plan. Options granted under this plan expire on October 19, 2011. Awards made under this plan are not assignable. If a participant ceases to be director by reason other than death or dismissal for cause, any outstanding award under the plan that has vested shall be exercisable within one year after severance or until expiration as provided by the plan, whichever is sooner unless the Board otherwise determines. If the participant shall die while serving as director or advisory director of the Company or any subsidiary, any award granted under the plan shall become fully vested and shall be exercisable by the participant’s estate or beneficiary within three years after the participant’s death or until expiration pursuant to the plan.

2003 Incentive Stock Option Plan: The 2003 Incentive Stock Option plan was approved by shareholders and expires on January 15, 2013. Key employees and officers who are full-time employees of the Company and its subsidiaries are eligible to receive grants to purchase Common Stock pursuant to this plan. Under the terms of the plan, the Company is authorized to grant options to purchase up to 800,000 shares of Common Stock. All options granted under the plan shall expire on January 15, 2013, unless earlier specified by the Board of Directors. Options issued to persons who own more than 10% of the voting shares shall expire under the terms of the plan on January 15, 2008. The material terms of this plan relating to options to purchase Common Stock are the same as those described above for the 1999 Incentive Stock Option Plan and relating to Stock Appreciation Rights, the same as those described above for the 2001 Stock Incentive Plan. Pursuant to action of the Board of Directors, no additional awards may be granted under this plan.

2003 Non-Qualified Stock Option Plan: The 2003 Non-Qualified Stock Option Plan was approved by the Board of Directors on January 15, 2003. Directors and advisory directors of the Company and its subsidiaries are eligible to receive awards under this plan in the form of options to purchase Common Stock of the Company. The exercise price of options granted under this plan was, according to the terms of the plan, $6.00 per share of Common Stock with a total of 240,000 shares authorized for issuance under the plan. Vesting of options awarded under this plan shall be delayed until the following conditions are satisfied: (i) any participant shall have served as director or advisory director for the Company or its subsidiaries for at least two years; (ii) the participant holds Common Stock equal to the number of option shares granted under the plan; and (iii) the participant attends a specified number of meetings of the directors or advisory directors. Options granted under this plan expire on January 15, 2013. The material terms of this plan relating to options to purchase Common Stock are the same as those described above for the 2001 Non-Qualified Stock Option Plan.

2004 Non-Qualified Stock Option Plan: The 2004 Non-Qualified Stock Option Plan was approved by the Board of Directors on July 21, 2004. Directors and advisory directors of the Company and its subsidiaries are eligible to receive awards under this plan in the form of options to purchase Common Stock of the Company. The exercise price of options granted under this plan was, according to the terms of the plan, $7.25 per share of Common Stock, with a total of 240,000 shares available for issuance under the plan. Options granted under this plan expire on July 21, 2014. The material terms of this plan relating to options to purchase Common Stock are the same as those described above for the 2003 Non-Qualified Stock Option Plan.

2005 Incentive Stock Option Plan: The 2005 Incentive Stock Option plan was approved by shareholders and expires on November 16, 2015. Key employees and officers who are full-time employees of the Company and its subsidiaries are eligible to receive grants to purchase Common Stock pursuant to this plan. Under the terms of the plan, the Company is authorized to grant options to purchase up to 800,000 shares of Common Stock. Options granted under the plan shall expire ten years after the date of grant, unless earlier specified by the Board of Directors. Options issued to persons who own more than 10% of the voting shares shall expire five years after the date of grant. The material terms of this plan relating to options to purchase Common Stock are the same as those described above for the 1999 Incentive Stock Option Plan and relating to Stock Appreciation Rights, the same as those described above for the 2001 Stock Incentive Plan.

The Company also maintains a 2005 Non-Qualified Stock Option Plan. While no named executive officer received grants under this plan, following are the material terms of such plan:

2005 Non-Qualified Stock Option Plan: The 2005 Non-Qualified Stock Option Plan was approved by the Board of Directors on August 1, 2005. Directors and advisory directors of the Company and its subsidiaries are eligible to receive awards under this plan in the form of options to purchase Common Stock of the Company. The exercise price of options granted under this plan is $0.75 per share above the fair market value on the date of grant, according to the terms of the plan, with a total of 100,000 shares available for issuance under the plan. Options granted under this plan expire on August 1, 2015. The material terms of this plan relating to options to purchase Common Stock are the same as those described above for the 2003 Non-Qualified Stock Option Plan.

2007 Non-Qualified Stock Option Plan: The 2007 Non-Qualified Stock Option Plan was adopted by the Board of Directors on May 16, 2007. Directors and advisory directors of the Company and its subsidiaries are eligible to receive awards under this plan in the form of options to purchase Common Stock of the Company. The exercise price of options granted under this plan is $1.50 per share above the fair market value on the date of the grant, according to the terms of the plan, with a total of 200,000 shares available for issuance under the plan. Options under this plan expire on May 16, 2017. The material terms of this plan relating to options to purchase Common Stock are the same as those described above for the 2003 Non-Qualified Stock Option Plan.

Employment Agreements

Jerry S. Von Rohr

Pursuant to the terms of his employment agreement, as amended, Mr. Von Rohr serves as Chairman, President and Chief Executive Officer of the Company for consecutive three-year periods, which began September 1, 2002, unless the Company or Mr. Von Rohr terminates by giving written notice to the other not less than 60 days before September 1 of each year.

According to his employment agreement, Mr. Von Rohr shall receive (i) a salary of not less than $135,000 per year and each year thereafter to reflect the increase in the Consumer Price Index for All Urban Consumers; (ii) any increases granted by the Board of Directors from time to time; (iii) fees paid for services as a director of any entity; (iv) such bonus, if any, as may be awarded by the Board of Directors or Board committee; (v) reimbursement of reasonable travel and other work-related expenses; and (vi) participation in any health, disability, life insurance, stock option plan employee benefit plan, profit-sharing plan and retirement plan programs that are generally available to all employees.

In the event of a change in control, as defined in his employment agreement, Mr. Von Rohr’s employment agreement may be terminated by either party giving six months written notice to the other. There are no provisions for post-termination or change in control payments.

Mr. Von Rohr is also subject to non-compete and non-disclosure obligations pursuant to his employment agreement.

In June 1999, Mr. Von Rohr’s employment agreement was assigned by the Company to Reliance Bank, its subsidiary. Mr. Von Rohr also serves as Chairman, President and Chief Executive Officer of Reliance Bank on the same terms and conditions.

In December 2005, the Compensation Committee agreed to the following terms governing certain elements of Mr. Von Rohr’s compensation through 2008: (i) in 2005, he received a cash bonus of $150,000; (ii) his base compensation for 2006, 2007 and 2008 is set at $250,000, $275,000 and $300,000, respectively. Furthermore, for 2006 through 2008, Mr. Von Rohr shall receive options to purchase a minimum of 10,000 shares and a maximum of 60,000 shares of Common Stock (adjusted to reflect the December 2006 two-for-one stock split). The Compensation Committee, in its discretion, may elect to award him cash bonuses in lieu of these options to purchase Common Stock.

Dale E. Oberkfell

Mr. Oberkfell serves as Executive Vice President of the Company and as President and Chief Operating Officer of Reliance Bank according to the terms of his employment agreement. Mr. Oberkfell’s employment with the Company and Reliance Bank will continue unless terminated by any party.

As consideration for his employment, Mr. Oberkfell is paid a base salary of $188,000 per year, subject to the Board’s review. Mr. Oberkfell is eligible for a bonus each year, as determined by the Board. Upon commencement of his employment, Mr. Oberkfell was granted options to purchase the Company’s Common Stock, and under the terms of the agreement, he will be granted the following options to purchase additional Common Stock: (i) an option to purchase 20,000 shares of Common Stock at the beginning of his third year of employment with the Company at fair market value on the date of grant; and (ii) an option to purchase 20,000 shares of Common Stock when the Company has consolidated assets in excess of $1 billion at fair market value on the date of grant. If Mr. Oberkfell’s employment is terminated by the Company or Reliance Bank without cause or by him for good reason, as defined in the agreement, or by reason of his death or disability, all outstanding options will become fully vested and exercisable for no less than 90 days following such termination.

Mr. Oberkfell is entitled to the same employee benefits, including life insurance, health and disability benefits, and any additional benefits that the Company makes available for senior executive officers and is reimbursed for reasonable business expenses.

In the event that a change in control, as defined in this employment agreement, had occurred during the first two years of his employment and Mr. Oberkfell was not retained under an employment agreement lasting at least 18 months by the acquiring party in a comparable position at his then-current compensation, he would have been entitled to receive a lump sum payment equal to the lesser of (i) 2.99 times his average annual compensation for his employment period; or (ii) the maximum amount that the Company and Reliance Bank could have paid him without being subject to the imposition of any additional tax under Section 280G of the Internal Revenue Code, as amended. If there is a change in control during Mr. Oberkfell’s third year of employment, and he is not retained as described above, Mr. Oberkfell will be entitled to receive a lump sum payment equal to the lesser of (i) 1.5 times his average annual compensation; or (ii) the maximum amount as stated in (ii) above.

The Company may terminate Mr. Oberkfell’s employment at any time upon 30 days prior written notice. If his employment is terminated for cause, as defined in the agreement, he will receive his compensation through the end of the 30-day notice period. If his employment is terminated by reason of his death or disability, Mr. Oberkfell’s compensation and benefits will cease. If Mr. Oberkfell’s employment is terminated by the Company without cause or he terminates for good reason, as defined in the agreement, he will be entitled to receive a lump sum payment equal to one of the following multiples (as applicable) of his aggregate compensation from the Company and Reliance Bank during the 12-month period preceding the termination of his employment: (i) if termination had occurred less than one year after his employment commenced, the multiplier would have been 2.99; (ii) if termination would have occurred one year or more but less than two years after his employment commenced, the multiplier would have been 2.0; (iii) if termination occurs two years or more but less than three years after his employment commenced, the multiplier will be 1.5; (iv) if termination occurs more than three years but less than five years after his employment commenced, the multiplier will be 1.0; and (v) if termination occurs five years or more after his employment commenced, he shall not receive any payment.

Mr. Oberkfell is also subject to non-compete and non-disclosure obligations pursuant to his employment agreement.

Post-Termination/Change-in-Control Payments

Mr. Oberkfell is entitled to receive certain payments upon termination of his employment depending on the triggering termination event, as described in the “Employment Agreements” section above. The following is a description of the triggering events:

Cause: Pursuant to Mr. Oberkfell’s employment agreement, the term “cause” with respect to an employee shall mean: (i) the employee is engaged in contact that is materially damaging or detrimental to the Company or Reliance

Bank; (ii) the employee has acted with personal dishonesty in connection with the performance of his duties as an employee of the Company or Reliance Bank or has breached his fiduciary duty to either; (iii) the employee has willfully violated any law, rule or regulation (other than routine traffic violations or similar offenses), which is materially damaging or detrimental to the Company or Reliance Bank; (iv) the employee is convicted, or enters a plea of guilty or no contest to, a felony or to any other crime involving moral turpitude or engages in actions which subject him to discipline by banking industry regulators; or (v) the employee is found to have prohibited or regulated substances in his system or is impaired by alcohol while working.

Change in Control: Under the terms of his employment agreement, a “change in control” shall be deemed to have occurred if: (i) any person (other than the Company or any entity owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of voting securities of the Company) becomes the beneficial owner, director or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding voting securities; (ii) if the Company then has a classified Board of Directors, during any period of 24 consecutive months (or the time period between any three annual meetings of the shareholders where directors are elected, if longer), individuals who at the beginning of such period constitute the Board of Directors of the Company, plus any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in (i), (iv) or (v) of this definition) whose appointment by the Board of Directors or whose nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors of the Company; (iii) if the Company does not then have a classified Board of Directors, during any period of 12 consecutive months (or the time period between any two annual meetings of the shareholders where directors are elected, if longer), individuals who at the beginning of such period constitute the Board of Directors of the Company, plus any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in (i), (iv) or (v) of this definition whose appointment by the Board of Directors or whose nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors of the Company; (iv) the Company consummates a merger or consolidated of the Company with any other entity other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Company or similar transaction in which no person acquires more than 50% of the combined voting power of the Company’s then-outstanding voting securities; or (v) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

Good Reason: According to his employment agreement, an employee shall be deemed to have “good reason” to terminate his employment in the event that (i) the employee’s base salary was reduced by more than 10%, unless the employee consents; (ii) the employee’s participation in bonus or benefits plans is materially reduced, other than due to modifications made to employees generally; (iii) the employee is required to relocate his primary place of business to a location greater than 25 miles from the Company’s principal executive offices or his place of employment, without his consent; or (iv) employee’s responsibilities, title and status are materially reduced without his consent.

Long-Term Disability: Mr. Oberkfell’s employment agreement states that an employee shall be deemed to have commenced a “long-term disability” (referred to throughout this section as “disability”) if (i) the employee cannot perform the essential functions of his employment position, with or without reasonable accommodation for his disability; or (ii) the employee cannot perform the essential functions of his employment position without an accommodation that would be an undue hardship for the Company to provide, which condition is expected to continue for at least six months.

Assuming that Mr. Oberkfell’s employment was terminated on the last business day of fiscal 2007, he would receive the following payment pursuant to the terms of his employment agreement, depending on the triggering

event of his employment termination: (i) termination for cause—approximately $18,750; (ii) termination due to a change in control if he was not offered a comparable position with the acquiring company for at least 18 months—$337,500; (iii) termination without cause or by him for good reason—approximately $450,000; or (iv) termination for death or disability—compensation ceases.

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

The Company and its Banks have conducted, and expect to continue the practice of conducting, banking transactions in the ordinary course of business with their directors, executive officers, employees, and affiliates or family members of those entities, including but not limited to corporations, limited liability companies, partnerships or other organizations in which directors and executive officers have or will have a controlling interest, on substantially the same terms (including pricing, collateral requirements, interest rates and term length) as those then existing at the time and offered to unrelated parties. The Company does not expect these banking transactions to present more than the normal risk of collectibility nor present other unfavorable terms to the Company and the Banks. Any loans made to this group of persons or entities comply with Regulation O as promulgated by the Federal Reserve Board, which includes limiting the aggregate amount that can be loaned to the Banks’ directors and executive officers in their individual capacities, complying with the Banks’ lending policies and statutory lending limits, and directors having a personal interest in a loan application recusing themselves from voting on its approval. There were no transactions with the Company and it’s Banks which resulted in aggregate amounts in excess of $120,000 for fiscal year 2008.

OTHER MATTERS

The Board of Directors is not aware of any other matters which will be presented for consideration at the meeting. However, the proxies may be voted with discretionary authority with respect to any other matter that may properly come before the meeting.

SHAREHOLDER PROPOSALS FOR 2010 ANNUAL MEETING

Proposals by shareholders intended to be presented at the Company’s 2010 Annual Meeting of Shareholders must be received by the Company not later than December 31, 2009, for consideration for inclusion in the proxy statement relating to that Meeting.

The By-Laws of the Company include provisions requiring advance notice of a shareholder’s nomination of members of the Board of Directors. To be timely such notice must be received by the Corporate Secretary of the Company not more than 90 days and not less than 60 days before the date of the 2010 Annual Meeting of Shareholders, or by the 10^th day following the day on which public disclosure of the annual meeting date was made. Any request proposal made after such date will be considered untimely.



April 7, 2009		Jerry S. Von Rohr
		Chairman and Chief Executive Officer
		Reliance Bancshares, Inc.

APPENDIX A

RELIANCE BANCSHARES, INC.

AUDIT COMMITTEE CHARTER

COMMITTEE’S PURPOSE

The Audit Committee (“Committee”) of Reliance Bancshares, Inc. (the “Company”) is appointed by the Board of Directors (“Board”) to assist the Board in monitoring and overseeing (1) the integrity of the financial statements of the Company, (2) compliance by the Company with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, (4) performance of the Company’s internal and independent auditors, and (5) the business practices and ethical standards of the Company including it’s Code of Ethics Policy. The Committee is also directly responsible for (a) the appointment, compensation, retention and oversight of the work of the Company’s independent auditors, and (b) the preparation of the report that the United States Securities and Exchange Commission (“Commission”) requires to be included in the Company’s annual proxy statement. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are presented fairly in all material respects in accordance with generally accepted accounting principles. These are the responsibility of management and the independent auditor.

COMMITTEE MEMBERSHIP

Independence. The Committee shall consist of three or more members of the Board of Directors, each of whom shall be independent. Independence shall be determined as to each member by the full Board. To be considered independent, each Committee member must meet the independence requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission. Determination of independence shall be made by the Board in the exercise of its business judgment. Audit Committee members shall not simultaneously serve on the audit committees of more than two other public companies.

Financial Literacy. All members of the Committee shall be financially literate, as defined by the Commission, or must become financially literate within a reasonable period of time after their appointment to the Committee, and at least one member of the Committee shall be an audit committee financial expert, as determined in the judgment of the Board with reference to applicable law and regulations and shall serve as the Committee Chairperson.

COMMITTEE COMPOSITION

The members of the Committee shall be nominated by the Nominating & Governance Committee and elected by the Board at the annual organizational meeting of the Board and shall serve until their successors shall be duly elected and qualified.

The Chairperson is nominated by the Nominating & Governance Committee and elected by the full Board. Officers and/or directors of the subsidiary bank(s) and thrift(s) that meet with the Committee shall be designed or approved by the Company Committee members.

MEETINGS

The Committee shall meet at least quarterly or more frequently as circumstances dictate at the call of the Chairperson. Meetings may be in person or by telephone conference call as needed to conduct the business of the Committee. The Committee shall keep minutes of all of its meetings. The Committee may also take action by the unanimous written consent of the members in the absence of a meeting. The Committee shall meet periodically with management, the internal auditors and the independent auditor in separate executive sessions.

The Committee shall permit officers and/or directors of the Company’s subsidiary bank(s) and thrift(s) and the Company’s internal auditor to attend its meetings, as determined by the Chairperson, in order to fulfill the audit requirements of those entities. These persons shall be non-voting members of the Committee and shall report to the Boards of Directors of the subsidiaries they represent regarding audit matters.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Audit Committee shall have the authority (1) to exercise all powers with respect to the appointment, compensation, retention and oversight of the work of the independent auditor for the Company and its subsidiaries, (2) to retain special legal, accounting or other consultants to advise the Committee and to pay the fees of such advisors and (3) to determine the amount of funds it needs to operate and direct the Chief Financial Officer (“CFO”) to make such funds available. As part of its oversight role, the Committee may investigate any matter brought to its attention, with the full power to retain outside counsel or other experts for this purpose. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any member of, or consultant to, the Committee. Without limiting the generality of the foregoing, the Audit Committee shall:

Financial Statement And Disclosure Matters

	1.		Review and discuss prior to public dissemination the annual audited and quarterly unaudited financial statements with management and the independent auditor, including major issues regarding accounting, disclosure and auditing procedures and practices as well as the adequacy of internal controls that could materially affect the Company’s financial statements. In addition, the review shall include the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Based on the annual review, the Audit Committee shall recommend inclusion of the financial statements in the Annual Report on Form 10-K to the Board.

	2.		Discuss with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies.

	3.		Review and discuss reports from the independent auditors on:

	A.		All critical accounting policies and practices to be used.

	B.		All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor.

	C.		Other material written communications between the independent auditor and management, such as any management letter.

	4.		Discuss with management the Company’s earnings press releases as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally consisting of discussing the types of information to be disclosed and the types of presentations to be made.

	5.		Discuss with management and the independent auditor the effect on the Company’s financial statements of significant regulatory and accounting initiatives as well as off-balance sheet structures.

	6.		Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

	7.		Review with the independent auditor any audit problems or difficulties and management’s response, including, but not limited to (1) any restrictions on the scope of the auditor’s activities, (2) any restriction on the access of the independent auditor to requested materials, (3) any significant disagreements with management and (4) any audit differences that were noted or proposed by the auditor but for which the Company’s financial statements were not adjusted (as immaterial or otherwise). The Committee will resolve any disagreements between the auditors and management regarding financial reporting.

	8.		Review disclosures made to the Audit Committee by the Company’s Chief Executive Officer (“CEO”) and

			CFO during their certification process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of disclosure controls and procedures and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

	9.		Discuss at least annually with the independent auditor the matters required to be discussed by Statement of Auditing Standards No. 61-Communication with Audit Committees.

	10.		Prepare the Audit Committee report that the Commission requires to be included in the Company’s annual proxy statement and review the matters described in such report.

	11.		Obtain quarterly assurances from the senior internal auditor and management that the system of internal controls is adequate and effective. Obtain annually a report from the independent auditor, with attestation, regarding management’s assessment of the effectiveness of the internal control structure and procedures for financial reporting.

Responsibility For The Company’s Relationship With The Independent Auditor

	12.		Be solely responsible for the appointment, compensation, retention and oversight of the work of the independent auditors employed by the Company. The independent auditor shall report directly to the Audit Committee. If the appointment of the independent auditors is submitted for any ratification by stockholders, the Audit Committee shall be responsible for making the recommendation of the independent auditors to the Board.

	13.		Review, at least annually, the qualifications, performance and independence of the independent auditor. In conducting such review, the Committee shall obtain and review a report by the independent auditor describing (1) the firm’s internal quality-control procedures, (2) any material issues raised by the most recent internal quality-control review, or peer review, of the firm or by any formal investigation by governmental or professional authorities regarding services provided by the firm which could affect the financial statements of the Company, and any steps taken to deal with any such issues, and (3) all relationships between the independent auditor and the Company that could be considered to bear on the auditor’s independence. This evaluation shall include the review and evaluation of the lead partner of the independent auditor and shall ensure the rotation of partners in accordance with Commission rules and the securities laws. In addition, the Committee shall consider the advisability of regularly rotating the audit firm in order to maintain the independence between the independent auditor and the Company.

	14.		Approve in advance any audit or permissible non-audit engagement or relationship between the Company and the independent auditors. The Committee shall establish guidelines for the retention of the independent auditor for any permissible non-audit services. The Committee hereby delegates to the Chairman of the Committee the authority to approve in advance all audit or non-audit services to be provided by the independent auditor if presented to the full Committee at the next regularly scheduled meeting.

	15.		Meet with the independent auditor prior to the audit to review the planning and staffing of the audit including the responsibilities and staffing of the Company’s internal audit department personnel who will assist in the audit.

	16.		Recommend to the Board policies for the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company.

Oversight Of The Company’s Internal Audit Function

	17.		Review the appointment and replacement of the senior internal auditor of the Company.

	18.		Review the activities and organizational structure of the internal auditing department and the significant reports to management prepared by the internal auditing department and management’s responses.

	19.		Discuss with the independent auditor and management the internal audit department responsibilities, budget and staffing and any recommended changes in the planned scope of the internal audit department.

Compliance Oversight Responsibility

20.

Obtain from the independent auditor assurance that Section 10A(b) of the Securities Exchange Act of 1934,

			as amended, has not been implicated.

	21.		Obtain reports from management and the Company’s senior internal auditing executive that the Company is in conformity with applicable legal requirements and the Company’s Code of Ethics Policy. Review disclosures required to be made under the securities laws of insider and affiliated party transactions. Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Ethics Policy.

	22.		Establish and maintain procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters. Also, the Committee shall maintain a system for the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting, internal controls or auditing matters.

	23.		Discuss with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.

	24.		Review at least annually legal matters with the Company’s counsel that may have a material impact on the financial statements, the Company’s compliance policies, including but not limited to the Foreign Corrupt Practices Act, and any material reports or inquiries received from regulators or governmental agencies.

Other

	25.		Report regularly to the Board with respect to any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditors or the performance of the internal audit function.

	26.		Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

	27.		Perform an annual performance self-evaluation and prepare an annual report for inclusion in the Company’s proxy statement.

APPENDIX B

RELIANCE BANCSHARES, INC.

COMPENSATION COMMITTEE CHARTER

AS AMENDED MARCH 17, 2009

COMMITTEE’S PURPOSE

The Compensation Committee (the “Committee”) of Reliance Bancshares, Inc. (the “Company”) is appointed by the Board of Directors to discharge the Board’s responsibilities relating to compensation of the Company’s directors and executive officers. The Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company. The Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement.

COMMITTEE MEMBERSHIP

The Committee shall consist of no fewer than three (3) members. The members of the Committee shall be outside, non-management directors as determined by the full Board, in the exercise of its business judgment, one of whom shall be designated as the Chairperson. The members of the Committee shall be directors of the Company and shall be nominated by the Nominating & Governance Committee and elected by the full Board of Directors. Committee members shall serve for a period of one year unless a member resigns or is replaced by the Board of Directors and a successor is appointed.

MEETINGS

The Committee shall meet at least once each year as determined by the Chairperson and at other times as necessary to carry out its responsibilities. Meetings can be called by any member of the Committee. Meetings may be in person or by telephone as needed to conduct the business of the Committee.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

	1.		The Committee shall have the sole authority to retain and terminate any legal counsel or other consultant to be used to assist in the evaluation of director or executive compensation and shall have sole authority to approve the consultant’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors and the sole authority to approve the payment of the advisor’s fees and other retention items. All fees and other retention items for compensation consultants, internal or external legal, accounting or other advisors shall be paid by the Company.

	2.		The Chief Executive Officer. The Committee shall consider corporate goals and objectives relevant to the Chief Executive Officer’s compensation. In determining the Chief Executive Officer’s compensation, the Committee should consider the Company’s performance goals, the value of similar incentive awards to the chief executive officers at comparable companies, and the awards given to the Company’s Chief Executive Officer in past years. The Compensation Committee shall have the sole authority to approve, amend or terminate for the Chief Executive Officer of the Company the following compensation levels based on this evaluation: (a) annual base salary level, (b) annual incentive opportunity level, (c) long-term incentive opportunity level, (d) employment agreements or severance arrangements, and (e) any special or supplemental benefits, subject to approval by the full Board.

	3.		Other Executives. The Committee shall, in consultation with the Chief Executive Officer, annually review and have the sole authority to approve, amend or terminate for the executives of the Company, other than the Chief Executive Officer, (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements or severance arrangements, and (e) any special or supplemental benefits, subject to approval by the full Board.

	4.		Directors. The Committee shall have the sole authority to approve, amend or terminate for directors (a) the annual compensation, and (b) any additional compensation for service on committees of the Board, service as a committee chairman, service as presiding director of the executive sessions of the Board, meeting fees or any other benefit payable by virtue of the director’s position as a member of the Board of Directors, subject to approval by the full Board.

	5.		Compensation and Benefit Plans. The Committee shall have the sole authority to approve, amend or terminate incentive-compensation plans and any qualified equity-based plans, including the approval, amendment or termination of any tax-qualified plan, subject to approval by the full Board. The Committee shall have the sole authority to appoint and remove various plan Trustees, appoint and remove members of any Administrative Committee; and to appoint and remove any Plan Administrator, subject to approval by the full Board.

	6.		Ratification Required by the Board. The following shall also be presented as a recommendation to the full Board and approved by the full Board: (i) any action, including, but not limited to, the adoption or amendment of any non-qualified equity compensation plan, that is required by law or regulation to be submitted to the stockholders of the Company for approval, and (ii) any approval, amendment or termination of change in control agreements/provisions related to the directors or officers of the Company. In the event any recommendation of the Committee is not approved by the Board, the recommended action must be returned to the Committee for further consideration. Any future Committee recommendation regarding such item must, again, be presented to the full Board for its approval. For the purpose of this Charter, a “non-qualified equity compensation plan” shall mean any plan that does not meet the requirements of Sections 401(a), 423 or 424 of the Internal Revenue Code, as amended or the definition of an “excess benefit plan” within the meaning of Section 3(36) of the Employee Retirement Income Security Act.

	7.		Annual Report. The Committee shall produce an annual report on executive compensation for inclusion in the Company’s proxy statement.

	8.		Competitive Compensation Position. The Committee shall annually review market data to assess the Company’s competitive position for each component of executive compensation (especially base salary, annual incentives, long-term incentives, and supplemental executive benefit programs) by reviewing market data for appropriate peer companies.

	9.		Cash Effect. The Committee shall monitor the cumulative cash effect on the Company caused by bonus, options and other cash-based incentive plans of the Company, especially in relation to the Company’s net income for the applicable year(s).

	10.		Stock Ownership Policy. The Committee may establish and monitor the stock ownership policy with regard to the officers and directors of the Company, subject to approval by the full Board and monitor compliance with this policy.

	11.		Executive Session. The Committee shall determine which officers of the Company or other visitors to invite to the Committee’s meetings, if any. In the sole discretion of the Chairperson, the Committee may meet in executive session at any time.

	12.		Report to the Board. Following each action by the Committee, the Committee shall make a report to the full Board at the next regularly scheduled meeting of the full Board, for consideration or approval, as required.

	13.		Charter Review. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance. The results of such self-assessment shall be presented to the Board of Directors at its next meeting.

	14.		Delegation/Written Consent. The Committee may form and delegate authority to subcommittees when it determines that such action is appropriate under the circumstances; and the Committee may take action in the absence of a meeting by unanimous written consent of all members.

	15.		TARP Regulations. The Committee must comply with any and all sections of the Emergency Economics Stabilization Act of 2008 (“EESA”) regarding participation in the United States Treasury’s Capital Purchase Program (“CPP”). Reliance Bank has received TARP funds under the CPP and, therefore, must adhere to the EESA, specifically section 111(b)(2), which regulates a financial institution’s Compensation Committee. Thus, the Committee must:

	1)		Review, within 90 days of February 13, 2009 (the receipt date of the TARP funds), any Senior Executive Officer incentive compensation arrangements with the Bank’s senior risk officers, or other personnel acting in a similar capacity, to ensure that the Senior Executive Officer incentive compensation arrangements do not encourage the Officers to take unnecessary and excessive risks that threaten the value of the Bank. Senior Executive Officer is defined as a “named executive officer” as defined in Item 402 of Regulations S-K under the federal securities laws (17 CFR 229.402). For Reliance Bank’s purposes, that will include the Chief Executive Officer, Chief Financial Officer and the three highest compensated senior officers who are not the CEO or CFO; and

	2)		Review any Senior Executive Officer incentive compensation arrangements to ensure that a provision is included for the recovery by Reliance Bank of any bonus or incentive compensation paid to a Senior Executive Officer based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate; and

	3)		Review any Senior Executive Officer incentive compensation arrangements to ensure that there are no “golden parachutes” included for the Officer; and

	4)		Certify, in a written statement, that the Committee has reviewed with the Bank’s senior risk officers, the Senior Executive Officer incentive compensation arrangements for compliance with the above mentioned regulations; and

	5)		Meet annually hereafter with senior risk officers, or individuals acting in a similar capacity, to discuss and review the relationship between Reliance Bank’s risk management policies and practices and the Senior Executive Officer incentive compensation arrangements.

16.

Additional Activities. The Committee shall perform any other activities consistent with this Charter, the Company’s By-laws and applicable law, as the Committee deems appropriate to carry out its assigned duties or as requested by the Board.

APPENDIX C

RELIANCE BANCSHARES, INC.

NOMINATING & GOVERNANCE COMMITTEE CHARTER

COMMITTEE’S PURPOSE

The Nominating & Governance Committee (the “Committee”) of Reliance Bancshares, Inc. (“Reliance”) is appointed by the Board of Directors (the “Board”) to assist the Board in identifying qualified individuals to become directors, recommend to the Board qualified director nominees for election at the stockholders’ annual meeting, determine membership on the Board committees, recommend corporate governance guidelines and oversee annual self-evaluations by the Board. The Board will evaluate the Nominating & Governance Committee annually.

COMMITTEE MEMBERSHIP

The Committee members shall be appointed, and may be replaced, by the Board. The Committee shall consist of no fewer than three (3) outside, non-management directors as determined by the Board in the exercise of its business judgment. The Board shall appoint the Chairperson of the Committee.

MEETINGS

The Committee shall meet as often as necessary to carry out its responsibilities. Any Committee member may request the Chairperson of the Committee to call a meeting. The Chairperson of Committee shall report on any Committee meeting held at the next regularly scheduled Board meeting following the Committee meeting. Committee members shall serve for a period of one year unless a member resigns or is replaced by the Board of Directors and a successor is appointed. The Committee will keep minutes of each of its meetings.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

	1.		The Committee shall evaluate the size of the Board, develop criteria for Board membership and evaluate the independence and qualifications of existing and prospective directors.

	2.		The Committee shall recommend to the Board director nominees for election at the stockholders’ annual meeting and shall take into account potential director nominees proposed by stockholders.

	3.		Prior to nominating an existing director for re-election to the Board, the Committee shall consider and review with respect to each existing director:

	a.		Board and committee meeting attendance and performance;

	b.		length of Board service;

	c.		experience, skills and contributions that the existing director brings to the Board;

	d.		independence; and

	e.		any significant change in status.

	4.		In the event that a director vacancy arises, the Committee shall seek and identify a qualified director nominee to be recommended to the Board for either appointment by the Board to serve the remainder of the term of the director position that is vacant and/or election at the stockholders’ annual meeting.

	5.		A director nominee shall meet such director qualifications as may from time to time be established by the Board, including that the director nominee possess personal and professional integrity, has good business judgment, relevant experience and skills and will be an effective director in conjunction with the full Board in collectively serving the long-term interests of the Company’s stockholders.

	6.		The Committee shall have the sole discretion and authority to retain any search firm to assist in identifying

			director candidates, retain outside counsel and/or any other internal or external advisors and approve all related fees and retention terms.

	7.		The Committee shall review the Board’s committee structure (including the nature, structure and operations of other Board committees) and recommend to the Board for its approval directors to be appointed as members on each Board committee. Prior to recommending the re-appointment of a director to a Board committee, the Committee shall review the existing director’s independence, if required, skills, Board committee meeting attendance, performance and contribution, and his or her fulfillment of committee responsibilities. If a vacancy on a Board committee occurs, the Committee shall recommend a director with relevant experience and skills, and who is independent, if required by the committee charter, to be appointed to fill the vacancy.

	8.		The Committee shall review shareholder proposals duly and properly submitted to the Company and recommend appropriate action by the full Board.

	9.		The Committee shall review any proposed amendments to the Company’s Restated Articles of Incorporation and Bylaws and recommend appropriate action by the full Board.

	10.		The Committee shall monitor the Board’s and Company’s compliance with any commitments made to the Company’s regulators or otherwise regarding changes in corporate governance practices and requirements under applicable laws and regulations and make recommendations to the full Board.

	11.		The Committee shall recommend to the Board for its approval corporate governance guidelines. The Committee will review annually the Company’s corporate governance guidelines practices and recommend any proposed changes to the Board for approval.

	12.		The Committee shall develop and recommend to the Board for its approval an annual self-evaluation process for the full Board that will be conducted and overseen by the Committee. The Committee shall report to the full Board, following the end of each fiscal year, the results of the annual self-evaluation, including any comments from the self-evaluations. However, any comments from the self-evaluations regarding individual directors shall be reported to the Chairman, and CEO and if necessary, to the relevant committee chairman.

	13.		The Committee shall oversee and review the Company’s process for providing information to the Board, assessing channels through which information is received, and

			the quality and timeliness of the information received and make recommendations to managements regarding same.

	14.		The Committee shall develop with management and monitor the process of orienting new directors and continuing education for existing directors.

	15.		The Committee shall annually review its own performance by distributing to its members a written self-assessment.

	16.		Any concerns regarding non-financial matters that are reported pursuant to the Company’s anonymous reporting system that the Audit Committee refers to the Committee shall be reviewed and investigated by the Committee.

	17.		The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS

The undersigned hereby appoints Jerry S. Von Rohr and Fortis M. Lawder, and each of them, with or without the other, attorneys and proxies, with full power of substitution, to vote all of the shares of Class A Common Stock, $0.25 par value, of Reliance Bancshares, Inc. which the undersigned is entitled to vote at the Eleventh Annual Meeting of Shareholders of said Company to be held at the Frontenac Hilton, 1335 South Lindbergh Boulevard, Saint Louis, Missouri 63131, on Tuesday, May 5, 2009, at 6:00 p.m., local time, and at any adjournments thereof: (1) as hereinafter specified upon the proposals listed below and as more particularly described in the Corporation’s proxy statement, receipt of which is hereby acknowledged; and (2) in their discretion upon such other matters as may properly come before the Annual Meeting of Shareholders.

A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD OF DIRECTORS.


			With-	For All
		For	hold	Except
1.	Election of four (4) Class I Directors listed below, for terms of three (3) years each, and two (2) Class II directors for a term of one (1) year or until their successors shall have been duly elected and qualified:	o	o	o

Class I	-	Messrs. William P. Stiritz, Lawrence P. Keeley, Jr., Patrick R. Gideon and Richard M. Demko, DDS, MSD

Class II	-	Messrs. Scott A. Sachtleben and David R. Spence

INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below.


		For	Against	Abstain
2.	Ratification of the appointment of Cummings, Ristau & Associates, P.C. as independent certified public accountants for the fiscal year ending December 31, 2009:	o	o	o

3.	On any other matter that may be submitted to a vote of the shareholders.

Please be sure to date and sign
this proxy card in the box below.

Date

Sign above

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, the proxy will be voted FOR Proposals 1 and 2. If any other business is presented at the meeting, this proxy will be voted in accordance with the recommendation of management.

IMPORTANT: Please sign this proxy and sign exactly as your name(s) appears on your stock certificate. If stock is held jointly, signature should include both names. Personal Representatives, administrators, trustees, guardians, corporate officers, and others signing in a representative capacity should so indicate.

Detach above card, sign, date and mail in postage paid envelope provided. (LOGO)

RELIANCE BANCSHARES, INC.
10401 Clayton Road
Frontenac, Missouri 63131

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

6441

PLEASE MARK VOTES

REVOCABLE PROXY

AS IN THIS EXAMPLE

RELIANCE BANCSHARES, INC.


	Page
GENERAL INFORMATION		1
Proxy Solicitation by the Board of Directors		1
Voting Securities		1
Record Date		1
Section 16(a) Beneficial Ownership Reporting Compliance		1
General Information		2
Voting Required for Approval		2
CORPORATE GOVERNANCE		2
Code of Business Conduct and Ethics		2
Shareholder Communications with Directors		2
Independent Directors		3
Compensation Committee Interlocks and Insider Participation		3
Board of Directors and Committees		3
The Audit Committee		3
The Compensation Committee		4
The Nominating & Governance Committee		4
COMPENSATION OF DIRECTORS		4
Director Compensation		4
Executive Officers		5
STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS		6
PROPOSAL 1 REQUIRING YOUR VOTE		7
Election of Directors		7
Information Regarding Directors		8
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		11
Audit Committee Report		11
Audit Fees Table		12
Audit and Non-Audit Fees		12
Audit-Related Fees		12
Tax Fees		12
Administration of Independent Auditor		13
PROPOSAL 2 REQUIRING YOUR VOTE		13
Ratification of Appointment of Independent Public Accountants		13
COMPENSATION DISCUSSION AND ANALYSIS		13
COMPENSATION COMMITTEE REPORT		17
EXECUTIVE COMPENSATION		17
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS		24
OTHER MATTERS		24
SHAREHOLDER PROPOSALS FOR 2009 ANNUAL MEETING		24
Appendix A — Audit Committee Charter		25
Appendix B — Compensation Committee Charter		29
Appendix C — Nominating & Governance Committee Charter		32