Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 13, 2009, the shareholders of Royal Bancshares of Pennsylvania, Inc. (the "Company") approved amendments ("Articles Amendments") to Article 4 of the Company's articles of incorporation and Paragraph 4 of the Company's additional articles of incorporation to (i) increase the authorized shares of Class A common stock to 20 million from 18 million and (ii) authorize the issuance by the Company of up to 500,000 shares of preferred stock. The preferred stock may be issued by the Company's board of directors in one or more series, from time to time, with each such series to consist of such number of shares and to have such voting powers, designations, preferences, rights, qualifications, limitations and restrictions as determined by the board of directors.
The Articles Amendments were approved by the board of directors on November 4, 2008, subject to shareholder approval, and were effective upon approval by the Company's shareholders and the filing of the Articles Amendments with the Secretary of State of the Commonwealth of Pennsylvania on February 13, 2009. The full text of the Articles Amendments are attached as Exhibit 3.1to this Current Report on Form 8-K and are incorporated herein by this reference. The above summary is qualified in its entirety by reference to the full text of the Articles Amendments filed as Exhibit 3.1. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:

3.1 Articles of Amendment to Articles of Incorporation of Royal Bancshares of Pennsylvania, Inc., effective as of February 13, 2009.

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