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

Effective September 24, 2012, Michael Thompson, age 41, who has served as the Chief Accounting Officer of Royal Bancshares of Pennsylvania, Inc. ("Royal") and its wholly owned banking subsidiary, Royal Bank America (the "Bank") and a senior officer of Royal and the Bank since 1999, will assume the position of Chief Financial Officer of each of Royal and the Bank, and will function as the principal financial officer and the principal accounting officer for each of Royal and the Bank. Mr. Thompson replaces Robert A. Kuehl in those positions. Mr. Kuehl will continue to serve as an executive officer of each of Royal and the Bank in the position of Chief Administrative Officer. In addition, Mary Kay Shea, age 42, currently serving as the Controller of the Bank since September 2008, has assumed the position of Chief Accounting Officer for the Bank, effective September 24, 2012. Neither Mr. Thompson nor Ms. Shea is a party to any related person transaction that would require disclosure under Item 404(a) of Regulation S-K.