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

On August 18, 2009, Royal Bancshares of Pennsylvania, Inc. ("Royal") received a letter from director Robert A. Richards, Jr., a Class II director of Royal, resigning from Royal's board of directors. Mr. Richards also resigned as a director Royal Bank America, a wholly-owned banking subsidiary of Royal. Mr. Richards joined Royal's board of directors in May 2008 and served as a member of the Nominating and Governance Committee of the board. Mr. Richards' letter, a copy of which is attached hereto as Exhibit 99.1, includes the following statement: "As you know, I have been frustrated for an extended period of time since my recommendations and suggestions discussed at the board of directors meetings have not been given serious consideration as I would have hoped they would have. Therefore, it is appropriate that I resign my position from both Boards of Directors." Royal encourages all directors, even those with differing opinions, to actively participate in the discussions and dialogue regarding the company's ongoing business and operations. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Resignation letter received from director Robert A. Richards, Jr.