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                                                                    EXHIBIT 10.8


                                                                  EXECUTION COPY

                                FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

     WHEREAS, Reliance Bancshares, Inc. (the "Company"), Reliance Savings Bank 
(the "Bank"), and Carol A. Barnharst (the "Executive") entered into an 
Employment Agreement ("Agreement") effective as of the 18th day of April, 1996; 
and 

     WHEREAS, the parties are mutually desirous of amending the Agreement in 
certain respects; and

     WHEREAS, the Boards of Directors of the Bank and the Company have approved 
and authorized their entry into this First Amendment to the Agreement;

     NOW THEREFORE, in consideration of the mutual covenants and agreements set 
forth in the Agreement and set forth below, the Agreement is amended as 
follows, effective May 1, 1998:

     1.   The following paragraph is added at the end of Section 2 of the 
Agreement:

          Notwithstanding the preceding provisions of this Section, the current 
     period of Executive's employment under the Agreement that expires on April
     17, 1999, is extended to a period ending on April 17, 2001.  The preceding 
     provisions of this Section shall apply with respect to the adding of an 
     additional year to the remaining term of employment ending on each date 
     immediately preceding the anniversary of the Commencement Date.

     2.   The heading of Section 6 of the Agreement shall be amended to read
"Termination Following a Change In Control."

     3.   The portion of Section 6(iii) of the Agreement preceding paragraph 
(A) thereof shall be amended to read as follows:

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           (iii)  Benefits Upon Termination After a Change In Control.  If this
      Agreement is terminated (1) by Executive for good reason following a
      change in control, or (2) by the Employers within twenty-four (24) months
      of the effective date of a change in control other than for cause, death, 
      disability or retirement, then following the Termination Date:

      4.  The reference to Section 5(iii) in Section 7(ii) of the Agreement is 
amended to refer to Section 5(iv).

      Except as provided above, the provisions of the Agreement shall continue 
in full force and effect.

      IN WITNESS WHEREOF, the undersigned have duly executed this First 
Amendment to the Employment Agreement as of this 8th day of May, 1998.


                                            EXECUTIVE:

                                            /s/ Carol A. Barnharst          
                                            -----------------------------------
                                            Carol A. Barnharst

                                            RELIANCE BANCSHARES, INC.

                                            By: /s/ O. William Held
                                            -----------------------------------
                                                    O. William Held

                                            RELIANCE SAVINGS BANK

                                            By: /s/ O. William Held
                                            -----------------------------------
                                                    O. William Held



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