exv10w1






Exhibit 10.1




UNITED STATES DEPARTMENT OF THE TREASURY

1500 PENNSYLVANIA AVENUE, NW

WASHINGTON, D.C. 20220




Dear Ladies and Gentlemen:




     The company set forth on the signature page hereto (the “Company”) intends to issue in a
private placement the number of shares of a series of its preferred stock set forth on Schedule A
hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of a series of its
preferred stock set forth on Schedule A hereto (the “Warrant” and, together with the Preferred
Shares, the “Purchased Securities”) and the United States Department of the Treasury (the
“Investor”) intends to purchase from the Company the Purchased Securities.



     The purpose of this letter agreement is to confirm the terms and conditions of the purchase by
the Investor of the Purchased Securities. Except to the extent supplemented or superseded by the
terms set forth herein or in the Schedules hereto, the provisions contained in the Securities
Purchase Agreement — Standard Terms attached hereto as Exhibit A (the “Securities Purchase
Agreement”) are incorporated by reference herein. Terms that are defined in the Securities Purchase
Agreement are used in this letter agreement as so defined. In the event of any inconsistency
between this letter agreement and the Securities Purchase Agreement, the terms of this letter
agreement shall govern.



     Each of the Company and the Investor hereby confirms its agreement with the other party with
respect to the issuance by the Company of the Purchased Securities and the purchase by the
Investor of the Purchased Securities pursuant to this letter agreement and the Securities Purchase
Agreement on the terms specified on Schedule A hereto.



     This letter agreement (including the Schedules hereto), the Securities Purchase Agreement
(including the Annexes thereto), the Disclosure Schedules and the Warrant constitute the entire
agreement, and supersede all other prior agreements, understandings, representations and
warranties, both written and oral, between the parties, with respect to the subject matter hereof.
This letter agreement constitutes the “Letter Agreement” referred to in the Securities Purchase
Agreement.



     This letter agreement may be executed in any number of separate counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts will together
constitute the same agreement. Executed signature pages to this letter agreement may be delivered
by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had
been delivered.



* * *




 









 





     In witness whereof, this letter agreement has been duly executed and delivered by the duly
authorized representatives of the parties hereto as of the date written below.



	 	 	 	 	 
	 	UNITED STATES DEPARTMENT OF THE TREASURY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMPANY: RELIANCE BANCSHARES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Jerry S. Von Rohr 	 
	 	 	Title:  	President and CEO 	 
	 



Date:                                        





 









 





EXHIBIT A




SECURITIES PURCHASE AGREEMENT




 









 





SCHEDULE A




ADDITIONAL TERMS AND CONDITIONS




Company Information:




     Name of the Company: Reliance Bancshares, Inc.



     Corporate or other organizational form: Corporate



     Jurisdiction of Organization: Missouri



     Appropriate Federal Banking Agency: Federal Deposit Insurance Corporation




			
	     Notice Information:	 	Jerry S. Von Rohr

President

Reliance Bancshares, Inc.

10401 Clayton Road

Frontenac (St. Louis), Missouri 63131

(314) 569-7201

(314) 569-7301 (fax)

jvonrohr@reliancebankstl.com





Terms of the Purchase:




     Series of Preferred Stock Purchased: Fixed Rate Cumulative Perpetual Preferred Stock, Series A



     Per Share Liquidation Preference of Preferred Stock: $1,000.00



     Number of Shares of Preferred Stock Purchased: 40,000



     Dividend Payment Dates on the Preferred Stock: February 15, May 15, August 15, and November 15



     Series of Warrant Preferred Stock: Fixed Rate Cumulative Perpetual Preferred Stock, Series B



     Number of Warrant Shares: 2,000



     Number of Net Warrant Shares (after net settlement): 2,000



     Exercise Price of the Warrant: $0.01



     Purchase Price: $40,000,000.00



Closing: 




     Location of Closing: Squire, Sanders & Dempsey L.L.P., 221 East Fourth Street, Suite 2900, Cincinnati, Ohio 45202



     Time of Closing:



     Date of Closing: February 13, 2009



 









 





	 	 	 
	Wire Information for Closing:

	 	ABA Number: 081018888
	 

	 	Bank: Reliance Bank
	 

	 	Account Name: Reliance Bancshares, Inc.
	 

	 	Account Number:
	 

	 	Beneficiary: Reliance Bancshares, Inc.
	 
	 	 
	Contact for Confirmation of Wire Information:

	 	Dale E. Oberkfell (EVP)
	 

	 	(314) 569-7202
	 

	 	doberkfell@reliancebankstl.com






 









 





SCHEDULE B




CAPITALIZATION




Capitalization Date: December 31, 2008




Common Stock




     Par Value: $0.25 per share



     Total Authorized: 40,000,000



     Outstanding: 20,770,781



     Subject to warrants, options, convertible

     securities, etc.: 2,236,950



     Reserved for benefit plans and other issuances: 90,034



     Remaining authorized but unissued: 16,902,235



     Shares issued after Capitalization Date

     (other than pursuant to warrants, options,

     convertible securities, etc. as set forth above): None



Preferred Stock 




     Par value: No par value



     Total Authorized: 2,000,000



     Outstanding (by series): None



     Reserved for issuance: None



     Remaining authorized but unissued: 2,000,000



	 	 	 
	Holders of 5% or more of any class of capital stock

	 	Primary Address
	Gary R. Parker

	 	Center Oil Company
	 

	 	600 Mason Ridge Center Drive
	 

	 	St. Louis, MO 63141
	 
	 	 
	William R. Stiritz

	 	790 Briar Hill Road
	 

	 	Belleville, IL 62223






 









 





SCHEDULE C




LITIGATION



List any exceptions to the representation and warranty in Section 2.2(l) of the Securities Purchase
Agreement — Standard Terms.




If none, please so indicate by checking the boxþ.




 









 





SCHEDULE D




COMPLIANCE WITH LAWS



List any exceptions to the representation and warranty in the second sentence of Section 2.2(m) of
the Securities Purchase Agreement — Standard Terms.




If none, please so indicate by checking the box: þ.



List any exceptions to the representation and warranty in the last sentence of Section 2.2(m) of
the Securities Purchase Agreement — Standard Terms.




If none, please so indicate by checking the boxþ




 









 





SCHEDULE E




REGULATORY AGREEMENTS



List any exceptions to the representation and warranty in Section 2.2(s) of the Securities
Purchase Agreement — Standard Terms.




If none, please so indicate by checking the boxþ