exv10w2






Exhibit 10.2




OMNIBUS AGREEMENT




     This Omnibus Agreement, dated as of February      , 2009 (the “Agreement”), is
entered into by and between                      (the “Executive”) and Reliance Bancshares, Inc. (the “Company”).



     WHEREAS, the Executive is a Senior Executive Officer of the Company, as defined in subsection
111(b)(3) of the Emergency Economic Stabilization Act of 2008 (the “EESA”) and regulations issued,
including the rules set forth in 31 C.F.R. Part 30 (a “Senior Executive Officer”); and



     WHEREAS, in connection with the purchase by the United States Department of the Treasury (the
“Treasury”) of certain preferred shares and warrants of the Company (the “Purchased Securities”),
pursuant to a Letter Agreement and a Securities Purchase Agreement — Standard , between the
Treasury and the Company (the “Purchase Agreement”), the Company is required to meet certain
executive compensation and corporate governance standards under Section 111(b) of the EESA, as
implemented by guidance or regulation that has been issued and is in effect as of the Closing Date
(as defined in the Purchase Agreement) (collectively the “CPP Guidance”); and



     WHEREAS, as a condition to the Closing of the Securities Purchase Agreement, Section
1.2(d)(iv)(A) thereof provides that the Company is required to have effected such changes to its
compensation, bonus, incentive and other benefit plans, arrangements and agreements (including
“golden parachute”, severance and employment agreements) (collectively, the “Compensation and
Benefit Arrangements”) with respect to its Senior Executive Officers (and to the extent necessary
for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly
consented in writing to such changes), as may be necessary, during the period that Treasury owns
any Purchased Securities, in order to comply with Section 111(b) of the EESA as implemented by
guidance or regulation that has been issued and is in effect as of the Closing Date; and



     WHEREAS, in consideration for the benefits the Executive will receive as a result of the
participation of the Company in the Treasury’s TARP Capital Purchase Program, the Executive desires
to modify the Executive’s Compensation and Benefit Arrangements to the extent necessary to comply
with Section 111(b) of the EESA, the CPP Guidance and the Purchase Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the covenants set forth herein, the
Executive and the Company hereby agree as follows:




	1.	 	Amendments to the Compensation and Benefit Arrangements.
Effective as of the date or effective as of any calendar year
commencing on or after January 1, 2009, if any, while the
Treasury holds any equity or debt securities of the Company
acquired under the TARP Capital Purchase Program, the
Executive’s Compensation and Benefit Arrangements are hereby
amended by this Agreement during such and any subsequent
periods as necessary to comply with the executive
compensation and corporate governance requirements of Section
111(b) of the EESA and the CPP Guidance, and the provisions
of Sections 1.2(d)(iv), 1.2(d)(v) or 4.10 of the Purchase
Agreement, including as follows:






	 	a.	 	In the event that any payment or benefit to
which the Executive is or may become entitled
under the Compensation and Benefit
Arrangements is a “golden parachute” for
purposes 




 









 






	 	 	 	of Section 111(b) of the EESA and
the CPP Guidance, including the rules set
forth in § 30.9 Q-9 of 31 C.F.R. Part 30, (i)
the Company shall not make or provide (nor
shall the Company be obligated to make or
provide), during the period that the Treasury
owns any Purchased Securities, such payment
or benefit to the Executive, and (ii) the
Executive shall not be entitled to receive,
during the period that the Treasury owns the
Purchased Securities, such payment or
benefit.
	 	b.	 	Any bonus or incentive compensation paid to
the Executive during the period that the
Treasury owns the Purchased Securities will
be subject to recovery or “clawback” by the
Company or its affiliates if the payments
were based on materially inaccurate financial
statements or any other materially inaccurate
performance metric criteria, all within the
meaning of Section 111(b) of the EESA and the
CPP Guidance.
	 
	 	c.	 	In the event that the Executive and
Compensation Committee of the Board of
Directors of the Company determines that any
incentive compensation arrangement pursuant
to which the Executive is or may be entitled
to a payment encourages the Executive to take
unnecessary and excessive risks that threaten
the value of the financial institution within
the meaning of §30.9 Q-4 of 31 C.F.R. Part
30, the Committee, shall take such action as
is necessary to amend such incentive
compensation arrangements to eliminate such
encouragement, and the Executive’s incentive
compensation will be determined pursuant to
such amended arrangements.






	2.	 	Miscellaneous.






	 	a.	 	This Agreement may be executed in one or more counterparts, each of
which when executed shall be an original, but all of which when taken
together shall constitute one and the same agreement.
	 
	 	b..	 	This Agreement shall be governed by, and interpreted in accordance
with, the laws of the State of Missouri,





     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its duly authorized
representative and the Executive has hereunto set his hand as of the day and year first above
written.



	 	 	 	 	 	 	 
	EXECUTIVE	 	 	 	RELIANCE BANCSHARES, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jerry S. Von Rohr
	 

	 	 	 	Title:
	 	Chairman, President and CEO