Summary of ROYAL BANCSHARES OF PENNSYLVANIA INC

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

As previously disclosed, James J. McSwiggan, President and Chief Operating Officer of Royal Bancshares of Pennsylvania, Inc. ("Royal") and its wholly owned banking subsidiary, Royal Bank America (the "Bank"), advised Royal in April 2012 that he intended to retire from his current positions as President and Chief Operating Officer and from the boards of directors of both Royal and the Bank on or before December 31, 2012. Mr. McSwiggan's retirement will be effective June 30, 2012.

On June 14, 2012, in connection with Mr. McSwiggan's retirement, Royal, the Bank and Mr. McSwiggan entered into a six-month consulting agreement (the "Consulting Agreement"), effective July 1, 2012, pursuant to which Mr. McSwiggan will provide consulting services to Royal and the Bank for up to 25 hours per week during the consulting period relating to transition of job functions and reporting relationships, operations, regulatory and legal matters, and customer relationships of Royal, the Bank and their respective subsidiaries. For services under the Consulting Agreement, Mr. McSwiggan will receive six monthly installments of $25,441 on the last business day of each month during the consulting period and a continuation of employee benefits through December 31, 2013. The Consulting Agreement also contains non-solicitation covenants relating to designated customers and employees effective through December 31, 2015.

A copy of the Consulting Agreement is attached hereto as Exhibit 10.1.