DIRECTOR RETIREMENT AGREEMENTS
  



Summary Of Material Terms Specific To Each Director




	
  
Name
  	
   
 	
  
Date of   Agreement
  	
   
 	
  
Normal   Retirement
   Age Annual Benefit
  	
   
 	
  
Benefit   under
   Endorsement Split
   Dollar Agreement
  	
   
 
	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 
	
  Mr. Hoogenboom
  	
  
 
  	
  
 
  	
  
December   19, 2006
  	
  
 
  	
  
$
  	
  
18,000
  	
  
 
  	
  
$
  	
  
50,000
  	
  
 
  
	
  
Mr. Jebaily
  	
  
 
  	
  
 
  	
  
December   19, 2006
  	
  
 
  	
  
$
  	
  
12,000
  	
  
 
  	
  
$
  	
  
50,000
  	
  
 
  
	
  Mr. Kampiziones
  	
  
 
  	
  
 
  	
  
December   19, 2006
  	
  
 
  	
  
$
  	
  
12,000
  	
  
 
  	
  
$
  	
  
50,000
  	
  
 
  
	
  
Dr. Lusk
  	
  
 
  	
  
 
  	
  
December   19, 2006
  	
  
 
  	
  
$
  	
  
12,000
  	
  
 
  	
  
$
  	
  
50,000
  	
  
 
  
	
  Me. Porter
  	
  
 
  	
  
 
  	
  
December   19, 2006
  	
  
 
  	
  
$
  	
  
12,000
  	
  
 
  	
  
$
  	
  
50,000
  	
  
 
  
	
  Mr. Willis
  	
  
 
  	
  
 
  	
  
December   19, 2006
  	
  
 
  	
  
$
  	
  
12,000
  	
  
 
  	
  
$
  	
  
-0-
  	
  
 
  








MR. KAMPIZIONES’ DIRECTOR
RETIREMENT AGREEMENT  DOES   NOT 
 VEST   UNTIL   THE   LATER
  OF   NORMAL   RETIREMENT 
 AGE   OR   SEVEN 
YEARS  OF 
SERVICE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    



    First
Reliance Bank

    First
Amendment of the

    Director
retirement Agreement

    


    This First
Amendment of the Director Retirement Agreement (this “Amendment”) is
entered into as of this ________ day of ___________, 2008, by and between First
Reliance Bank, a South Carolina-chartered bank (the “Bank”), and __________, a director of the Bank (the “Director”).

    


    Whereas,
the Director and the Bank entered into a Director Retirement Agreement dated as
of December 19, 2006, and

    


    Whereas,
the Director and the Bank desire now to amend the Director Retirement Agreement
to ensure that it complies in form and in operation with Internal Revenue Code
section 409A and the rules and regulations of the Internal Revenue Service
promulgated thereunder.

    


    Now
Therefore, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Director and the Bank hereby agree as follows.

    


    1.           Amended
definition of Change in Control.  The definition of the term
“Change in Control” in section 1.4 of the Director Retirement Agreement shall be
replaced by the following revised section 1.4 definition –

    


    1.4           “Change in Control” shall mean
a change in control as defined in Internal Revenue Code section 409A and rules,
regulations, and guidance of general application thereunder issued by the
Department of the Treasury, including –

    


    (a)           Change in ownership: a change
in ownership of First Reliance Bancshares, Inc., a South Carolina corporation of
which the Bank is a wholly owned subsidiary, occurs on the date any one person
or group accumulates ownership of First Reliance Bancshares, Inc. stock
constituting more than 50% of the total fair market value or total voting power
of First Reliance Bancshares, Inc. stock, or

    


    (b)           Change in effective control:
(x) any one person or
more than one person acting as a group acquires within a 12-month period
ownership of First Reliance Bancshares, Inc. stock possessing 30% or more of the
total voting power of First Reliance Bancshares, Inc., or (y) a majority of First
Reliance Bancshares, Inc.’s board of directors is replaced during any 12-month
period by directors whose appointment or election is not endorsed in advance by
a majority of First Reliance Bancshares, Inc.’s board of directors,
or

    


    (c)           Change in ownership of a substantial
portion of assets: a change in ownership of a substantial portion of
First Reliance Bancshares, Inc.’s assets occurs if in a 12-month period any one
person or more than one person acting as a group acquires from First Reliance
Bancshares, Inc. assets having a total gross fair market value equal to or
exceeding 40% of the total gross fair market value of all of First Reliance
Bancshares, Inc.’s assets immediately before the acquisition or
acquisitions.  For this purpose, gross fair market value means the
value of First Reliance Bancshares, Inc.’s assets, or the value of the assets
being disposed of, determined without regard to any liabilities associated with
the assets.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.           Amended
definition of Separation from Service.  The definition of the
term “Separation from Service” in section 1.10 shall be replaced by the
following revised section 1.10 definition –

    


    1.10           “Separation from
Service” means separation
from service as defined in Internal Revenue Code section 409A and rules,
regulations, and guidance of general application thereunder issued by the
Department of the Treasury, including termination for any reason of the
Director’s service as a director and independent contractor to the Bank and any
member of a controlled group, as defined in Code section 414, other than because
of a leave of absence approved by the Bank or the Director’s
death.  For purposes of this Agreement, if there is a dispute about
the Director’s status or the date of the Director’s Separation from Service, the
Bank shall have the sole and absolute right to decide the dispute unless a
Change in Control shall have occurred.

    


    3.           The
Director Retirement Agreement remains in full force and
effect.  As amended by this Amendment, the December 19, 2006
Director Retirement Agreement shall remain in full force and
effect.

    


    In Witness
Whereof, the Executive and a duly authorized officer of the Bank have
executed this Amendment of the Director Retirement Agreement as of the date
first written above.

    


    
      
        
          
            
              
                	
                              
                          Director:

                        

                      	 	
                              
                          Bank:

                        

                      
	 
      	 	
                        First
      Reliance Bank

                      
	 
      	 	 
      	 
      
	  
      	 	
                        By:

                      	  
        
	
                        __________________

                      	 	 
      	
                        Jeffrey
      A. Paolucci

                      
	 
      	 	
                        Its:

                      	
                        Senior
      Vice President and
CFO