DIRECTOR RETIREMENT AGREEMENTS

DIRECTOR RETIREMENT AGREEMENTS

Summary Of Material Terms Specific To Each Director

M R . K AMPIZIONES ’ D IRECTOR R ETIREMENT A GREEMENT DOES NOT VEST UNTIL THE LATER OF NORMAL RETIREMENT AGE OR SEVEN Y EARS 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 –