EXHIBIT 10.1(b)

                              AMENDED AND RESTATED
                          RELIANCE FEDERAL SAVINGS BANK
                       1994 RECOGNITION AND RETENTION PLAN
                              FOR OUTSIDE DIRECTORS


                                    ARTICLE I
                            ESTABLISHMENT OF THE PLAN


         1.01 Reliance  Federal Savings Bank hereby  establishes the Recognition
and Retention Plan (the "Plan") upon the terms and conditions hereinafter stated
in this Recognition and Retention Plan.

                                   ARTICLE II
                               PURPOSE OF THE PLAN

         2.01  The  purpose  of the  Plan is to  recognize  and  retain  Outside
Directors of experience and ability by providing such persons with a proprietary
interest in the Company as compensation for their  contributions to the Bank and
its Affiliates and as an incentive to make such contributions and to promote the
Bank's growth and profitability in the future.


                                   ARTICLE III
                                   DEFINITIONS

         The following  words and phrases when used in this Plan with an initial
capital letter,  unless the context clearly indicates otherwise,  shall have the
meanings set forth below.  Wherever  appropriate,  the  masculine  pronoun shall
include the feminine pronoun and the singular shall include the plural.


         3.01  "Affiliate"   means  (i)  a  member  of  a  controlled  group  of
corporations of which the Holding Company is a member or (ii) an  unincorporated
trade or business  which is under  common  control  with the Holding  Company as
determined in  accordance  with Section  414(c) of the Internal  Revenue code of
1986,  as amended (the  "Code"),  and the  regulations  issued  thereunder.  For
purposes  hereof, a "controlled  group of corporations"  shall mean a controlled
group of  corporations  as  defined in  Section  1563(a) of the Code  determined
without regard to Section 1563(a)(4) and (e)(3)(C).

         3.02     "Bank" means Reliance Federal Savings Bank.


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         3.03  "Beneficiary"  means  the  person  or  persons  designated  by  a
Recipient  to receive any benefits  payable  under the Plan in the event of such
Recipient's  death.  Such person or persons  shall be  designated  in writing on
forms provided for this purpose by the Bank and may be changed from time to time
by similar written notice to the Board. In the absence of a written designation,
the Beneficiary  shall be the Recipient's  surviving  spouse, if any or if none,
his estate.

     3.04 "Board" means the Board of Directors of the Bank.

     3.05 "Common  Stock" means shares of the common  stock,  $.01 par value per
share, of the Company.

     3.06 "Company" shall mean Reliance Bancorp, Inc.

     3.07  "Conversion"  means the conversion of the Bank from the mutual to the
stock form of organization and the acquisition of the Bank by the Company.

     3.08  "Disability"  means the  permanent  and total  inability by reason of
mental or physical  infirmity,  or both,  of an Outside  Director to perform the
work  customarily  assigned to him.  Additionally,  a medical doctor selected or
approved by the Board of  Directors  must advise the Board that it is either not
possible to determine  when such  Disability  will  terminate or that it appears
probable  that such  Disability  will be permanent  during the remainder of said
participant's lifetime.

     3.09  "Outside  Director"  means a member of the Board of  Directors of the
Bank or the Company, who is not also an Employee.

     3.10 "Plan Share Award" means a right  granted under this Plan to earn Plan
Shares.

     3.11  "Plan  Shares"  means  shares of Common  Stock  held in the Trust and
issued or issuable to a Recipient pursuant to the Plan.

     3.12 "Plan  Share  Reserve"  means the  shares of Common  Stock held by the
Trustee pursuant to Sections 5.03 and 5.04.

     3.13 "Recipient"  means an Outside Director who receives a Plan Share Award
under the Plan.

     3.14  "Retirement"  means  the  termination  of  service  from the Board of
Directors of the Bank and/or the Company  following  written notice to the Board
as a whole of such  Outside  Director's  intention  to retire or  retirement  as
determined by the Bank's bylaws.

     3.15 "Trust" means a trust established by the Board in connection with this
Plan to hold Plan assets for the purposes set forth herein.


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         3.16  "Trustee"  means that  person or persons  and entity or  entities
approved by the Board  pursuant to Sections 4.01 and 4.02 to hold legal title to
any of the Plan assets for the purposes set forth herein.

                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

         4.01 Role of the Board.  The Plan  Administrator  shall be appointed or
approved by, and will serve at the pleasure of, the Board.  The Board may in its
discretion  from time to time  remove,  replace or add any  Trustees.  The Board
shall have all of the powers  allocated to it in this and other  Sections of the
Plan.

         4.02  Limitation  on  Liability.  No member of the Board or  Trustee(s)
shall be liable for any  determination  made in good  faith with  respect to the
Plan or any Plan Shares or Plan Share  Awards  granted  under it. If a member of
the Board or any Trustee is a party or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  by reason of anything done or not
done by him in such capacity  under or with respect to the Plan,  the Bank shall
indemnify such member against expense  (including  attorneys' fees),  judgments,
fines and amounts paid in settlement  actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably  believed to be in the best interests of the Bank and its
Affiliates  and,  with  respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

                                    ARTICLE V
                        CONTRIBUTIONS; PLAN SHARE RESERVE

         5.01 Amount and Timing of  Contributions.  The Bank shall contribute to
the Trust an amount sufficient to purchase up to 101,430 shares of Common Stock.
No contributions by Outside  Directors shall be permitted.  The Trustee may hold
and commingle  contributions to the Plan and earnings thereon with the assets of
any other Recognition and Retention Plan maintained by the Bank.

         5.02  Initial  Investment.  Any amounts  held by the Trust prior to the
conversion  of the Bank from a mutual to a stock  savings Bank shall be invested
by the Trustee in such  interest-bearing  account or accounts at the Bank as the
Trustee shall determine to be appropriate.

         5.03 Investment of Trust Assets Upon the  Conversion;  Creation of Plan
Share Reserve. Upon the Conversion,  the Trustee shall invest all of the Trust's
assets exclusively in Common Stock except as otherwise provided below; provided,
however,  that the Trust shall not invest in more than 101,430  shares of Common
Stock which shall  constitute the "Plan Share Reserve." In the event that all or
a  portion  of the  designated  number of the  shares  of  Common  Stock are not
available for purchase by the Trust in the Conversion, the Trustee in accordance
with applicable  rules and regulations  shall purchase shares of Common Stock in
the open market or, in the alternative, shall

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purchase  authorized  but  unissued  shares of the Common Stock from the Company
sufficient to fund the Plan Share Reserve. Any earnings received with respect to
Common Stock held in the Reserve shall be held in an interest  bearing  account.
Any earnings received with respect to Common Stock subject to a Plan Share Award
shall  be held in an  interest  bearing  account  on  behalf  of the  individual
Recipient.

         5.04 Effect of Allocations  and  Forfeitures  Upon Plan Share Reserves.
Upon the  allocation  of Plan Share Awards under  Section  6.02,  the Plan Share
Reserve  shall be  reduced  by the  number of Shares  subject  to the  Awards so
allocated.  Any Shares  subject to an Award which may not be earned because of a
forfeiture by the Recipient  pursuant to Section 7.01 shall be returned  (added)
to the Plan Share Reserve.

                                   ARTICLE VI
                            ELIGIBILITY; ALLOCATIONS

         6.01 Eligibility.  Outside Directors of the Bank and its Affiliates are
eligible to receive Plan Share Awards.

         6.02     Allocations.

                  (a) Each Outside  Director  serving in such capacity as of the
date of the Bank's Conversion shall be granted a Plan Share Award of 19,665 Plan
Shares  (0.19% of the total  number  of  shares  of Common  Stock  issued in the
conversion) (the "Fixed Award").

                  (b) If additional  shares are  available  under the Plan after
satisfying the awards granted in Section  6.02(a) above,  the Board of Directors
of the Bank may grant  additional  Plan Share Awards to Outside  Directors.  The
terms and  conditions  of the Plan  Share  Awards  will be set forth in an Award
Agreement executed by the Bank and the Plan Share Award recipient.

         6.03  Form  of  Allocation.   As  promptly  as   practicable   after  a
determination  is made pursuant to Section 6.02 that a Plan Share Award has been
granted, the recipient shall be notified in writing of the grant of a Plan Share
Award. Such notice shall include the number of Plan Shares covered by the Award,
and the terms upon which the Plan Shares subject to the Award may be earned. The
Bank shall  maintain  records as to all  grants of Plan Share  Awards  under the
Plan.



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                                   ARTICLE VII
             EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

         7.01     Earning Plan Shares; Forfeitures.

                  (a) General  Rules.  Plan Shares  subject to an Award  granted
pursuant to Section 6.02(a) herein shall be earned by a Recipient at the rate of
twenty percent (20%)  annually of the aggregate  number of shares covered by the
Award  commencing  one year from the date of grant for  awards  made to  Outside
Directors  serving  in such  capacity  at the  time of the  Conversion.  . If an
Outside  Director who is not  renominated,  reelected or otherwise  discontinues
service on the Board prior to earning  all Plan  Shares  subject to an Award for
any reason (except as  specifically  provided in Subsections (b) and (c) below),
the Recipient  shall  forfeit the right to earn any Shares  subject to the Award
which have not theretofore been earned.  Plan Shares subject to an Award granted
pursuant to Section  6.02(b) herein shall vest in accordance  with the terms and
conditions set forth in each recipient's Award Agreement.

         In determining  the number of Plan Shares which are earned,  fractional
shares shall be rounded down to the nearest  whole  number,  provided  that such
fractional  shares shall be aggregated and earned,  on the fifth  anniversary of
the date of grant.

                  (b) Exception  for  Terminations  Due to Death or  Disability.
Notwithstanding  the general rule contained in Section  7.01(a) above,  all Plan
Shares subject to a Plan Share Award held by a Recipient  whose service with the
Bank or an  Affiliate  terminates  due to death or  Disability,  shall be deemed
earned as of the Recipient's  last day of service with the Bank or an Affiliate.
Provided,  however,  that if the  Recipients'  last day of service  results from
Disability  within one year of the date of Conversion,  the shares earned by the
Recipient  may not be disposed of by the  Recipient  during the one-year  period
following the Conversion.

                  (c)  Exception  for  Terminations  After a Change in  Control.
Notwithstanding  the general rule contained in Section  7.01(a) above,  all Plan
Shares subject to a Plan Share Award held by a Recipient who is not  renominated
or  reelected  to serve on the  Board of  Directors  of the Bank or the  Company
following a Change in Control of the Bank or Company  shall be deemed  earned as
of the Recipient's  last day of service as an Outside  Director with the Bank or
an  Affiliate.  A "Change in Control of the Bank or the Company" is defined as a
Change in Control of a nature  that:  (i) would be  required  to be  reported in
response to Item 1 of the  current  report on Form 8-K, as in effect on the date
hereof,  pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
(the "Exchange  Act"); or (ii) results in a Change in Control of the Bank or the
Company  within the meaning of the Home Owners' Loan Act of 1933, as amended and
the Rules  and  Regulations  promulgated  by the  Office  of Thrift  Supervision
("OTS") (or its predecessor  agency), as in effect on the date hereof (provided,
that in  applying  the  definition  of change in control as set forth  under the
rules and  regulations  of the OTS, the Board shall  substitute its judgment for
that of the OTS); or (iii) without  limitation such a Change in Control shall be
deemed to have occurred at such time as (A) any "person" (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes

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the  "beneficial  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
directly or  indirectly,  of securities of the Bank or the Company  representing
20% or  more  of the  combined  voting  power  of the  Bank's  or the  Company's
outstanding  securities  except for any  securities of the Bank purchased by the
Company in connection  with the conversion of the Bank to the stock form and any
securities  purchased by any tax qualified employee benefit plan of the Bank; or
(B)  individuals  who  constitute  the Board on the date hereof (the  "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the date hereof whose election
was approved by a vote of at least  three-quarters  of the directors  comprising
the  Incumbent  Board,  or  whose  nomination  for  election  by  the  Company's
stockholders  was approved by the same  Nominating  Committee  serving  under an
Incumbent Board, shall be, for purposes of this clause (B), considered as though
he were a  member  of the  Incumbent  Board;  or (C) a plan  of  reorganization,
merger,  consolidation,  sale  of all or  substantially  all the  assets  of the
association  or the Company or similar  transaction  occurs in which the Bank or
the Company is not the resulting  entity;  or (D) a proxy  statement  soliciting
proxies  from  shareholders  of the Company,  by someone  other than the current
management  of  the  Company,   seeking  stockholder   approval  of  a  plan  of
reorganization,  merger  or  consolidation  of the  Company  or Bank or  similar
transaction  with one or more  corporations as a result of which the outstanding
shares of the class of securities  then subject to the plan or  transaction  are
exchanged for or converted into cash or property or securities not issued by the
Bank or the Company shall be distributed;  or (E) a tender offer is made for 20%
or more of the voting securities of the Bank or the Company.

                  (d) Revocation for Misconduct. Notwithstanding anything herein
to the contrary,  any Plan Share Award, or portion thereof,  previously  awarded
under this Plan, to the extent Plan Shares have not been delivered thereunder to
the  Recipient,  whether  or not  yet  earned,  will be  automatically  revoked,
rescinded and  terminated  in the case of an Outside  Director who is discharged
from the  Board of  Directors  for  cause (as  hereinafter  defined),  or who is
discovered  after  termination  of service to have engaged in conduct that would
have justified termination for cause. "Cause" is defined as personal dishonesty,
willful  misconduct,  any breach of fiduciary  duty involving  personal  profit,
intentional  failure to perform stated duties,  or the willful  violation of any
law, rule or  regulation  (other than traffic  violations  or similar  offenses)
which results in a material loss to the Bank or a final cease and desist order.

         7.02 Accrual of Dividends. Whenever Plan Shares are paid to a Recipient
or Beneficiary  under Section 7.03, such Recipient or Beneficiary  shall also be
entitled  to  receive,   with  respect  to  each  Plan  Share  paid,  an  amount
attributable  to any cash dividends and a number of shares of Common Stock equal
to any stock dividends declared and paid with respect to a share of Common Stock
between the date the relevant Plan Share Award was granted and the date the Plan
Shares are being  distributed.  There shall also be  distributed  an appropriate
amount of net  earnings,  if any, of the Trust with respect to any  dividends so
paid out.


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         7.03     Distribution of Plan Shares.

                  (a) Timing of Distributions:  General Rule. Except as provided
in Subsection  (b) below,  Plan Shares shall be  distributed to the Recipient or
his Beneficiary, as the case may be, as soon as practicable after they have been
earned.

                  (b) Form of Distribution.  All Plan Shares,  together with any
shares representing stock dividends,  shall be distributed in the form of Common
Stock.  One share of Common  Stock shall be given for each Plan Share earned and
payable.  Payments  representing  accumulated  dividends (and earnings  thereon)
shall be made in cash or Common Stock.

                  (c)  Taxes.  The  Trustee  may  deduct  from  any  payment  or
distribution  made under this Plan sufficient  amounts of shares of Common Stock
to cover any applicable tax obligations  incurred as a result of vesting of Plan
Share Awards.  If this Plan is qualified under 17 C.F.R. ss. 240.16b-3 under the
Exchange Act, then any deduction for taxes shall comply with 17 C.F.R.
ss. 240.16b-3.

         7.04 Voting of Plan Shares.  After a Plan Share Award has been granted,
the  Recipient  shall be  entitled to direct the Trustee as to the voting of the
Plan  Shares  which are  covered by the Plan Share  Award and which have not yet
been  earned and  distributed  to him  pursuant to Section  7.03.  All shares of
Common  Stock  held by the  Trust as to which  Recipients  are not  entitled  to
direct, or have not directed,  the voting,  shall be voted by the Trustee in the
same proportion as Plan Shares which have been awarded and voted.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.01 Adjustments for Capital Changes. In the event of any change in the
outstanding  shares  of  Common  Stock of the  Company  by  reason  of any stock
dividend   or  split,   recapitalization,   merger,   consolidation,   spin-off,
reorganization,  combination or exchange of shares,  or other similar  corporate
change, or other increase or decrease in such shares effected without receipt or
payment of consideration by the Company, the number of Plan Shares available for
issuance pursuant to the Plan shall  automatically be adjusted and the number of
shares to which any Plan Share Award relates shall  automatically be adjusted to
prevent dilution or enlargement of the rights granted to the Recipient under the
Plan.

         8.02 Nontransferable. Plan Share Awards and rights to Plan Shares shall
not be  transferable  by a Recipient,  and during the lifetime of the Recipient,
Plan Shares may only be earned by and paid to the  Recipient who was notified in
writing of the Award by the Bank pursuant to Section 6.03.

         8.03 Right to Serve as a Director.  Neither the Plan nor any grant of a
Plan Share Award or Plan Shares hereunder nor any action taken by the Trustee or
the Bank in connection with the Plan

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shall create any right on the part of any Outside  Director to continue to serve
as an Outside Director of the Bank or an Affiliate thereof, or the Company.

         8.04 Voting and Dividend Rights.  No Recipient shall have any voting or
dividend  rights or other rights of a shareholder  in respect of any Plan Shares
covered by a Plan Share Award, except as expressly provided in Sections 7.02 and
7.04 above,  prior to the time said Plan Shares are actually  distributed to him
or her.

         8.05 Governing Law. The Plan and Trust shall be governed by the laws of
the State of  Delaware  to the extent not  pre-empted  by the laws of the United
States.

         8.06 Effective Date. This Plan is effective as of the effective date of
the   Conversion  of  the  Bank  from  the  mutual  to  capital  stock  from  of
organization.  Following Conversion, the Plan shall be presented to stockholders
of  the  Company  for  ratification  for  purposes  of (i)  obtaining  favorable
treatment  under Section 16(b) of the Securities  Exchange Act of 1934; and (ii)
maintaining  (if  listed)  listing  on the  Nasdaq  National  Market;  provided,
however, that the failure to obtain shareholder ratification will not affect the
validity of the Plan and the Plan Share Awards thereunder.

         8.07  Compliance  with Section 16. If this Plan is  qualified  under 17
C.F.R.  ss.240.16b-3 of the Exchange Act Rules,  with respect to persons subject
to Section 16 of the Exchange Act,  transactions under this Plan are intended to
comply with all applicable  conditions of Rule 16b-3 or its successors under the
Exchange  Act. To the extent any  provision  of the Plan fails to so comply,  it
shall be deemed null and void, to the extent permitted by law.

         8.08 Term of Plan.  This Plan shall  remain in effect until the earlier
of (1) 21 years  from  the  Effective  Date,  (2)  termination  of the Plan by a
majority  of the  outstanding  shares  of the  Common  Stock  entitled  to vote;
provided, however, no such termination shall without the consent of the affected
Recipients'  rights  under a  previously  granted  Plan  Share  Award or (3) the
distribution  of all  assets of the  Trust.  Termination  of the Plan  shall not
affect any Plan Share Awards  previously  granted,  and such Awards shall remain
valid and in effect  until  they have been  earned and paid,  or by their  terms
expire or are forfeited.


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                  IN WITNESS  WHEREOF,  the Bank established this Plan which was
executed by its duly authorized executive officer , effective as of the 31st day
of March, 1994 and is amended and restated as of June 17, 1998.


                                                     By:


Attest:


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