Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On December 17, 2008, the board of directors of Royal Bancshares of Pennsylvania, Inc. ("Royal") elected Edward F. Bradley to the board of directors as a Class I director with a term expiring at the annual meeting of shareholders in 2009. Mr. Bradley has been appointed to serve on the Audit Committee of Royal's board of directors, and will serve as chairman of the Audit Committee. He has also been appointed a director of Royal Bank America, a wholly-owned banking subsidiary of Royal (the "Bank"). Mr. Bradley is currently an Adjunct Professor of Taxation in the Graduate Business School of Philadelphia University. Prior to entering academia, he spent approximately 30 years working as a Financial Services Partner for a major international accounting firm. Mr. Bradley will be compensated for his services as a director on the same basis as other non-employee directors of Royal and the Bank, including annual retainers, fees for attending board and committee meetings, and eligibility to receive stock-based awards under Royal's equity incentive plan.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 17, 2008, Royal's board of directors amended Royal's bylaws to implement a mandatory retirement age for directors. The Bylaws have been amended to add a new section providing that a director shall be ineligible to continue to serve on the board of directors and shall retire as of the end of the calendar year in which the director attains age 75. Directors who have attained age 75 as of December 31, 2008 are grandfathered and will be eligible to continue to serve on the board of directors until December 31, 2009.

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