[Royal Logo]

by Royal Bancshares of Pennsylvania, Inc.
September 4th, 2013

Exhibit 99.2
 
[ROYAL LOGO]

SUBSCRIPTION RIGHTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
 
OFFERED PURSUANT TO SUBSCRIPTION RIGHTS
DISTRIBUTED TO STOCKHOLDERS OF
ROYAL BANCSHARES OF PENNSYLVANIA, INC.

THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M., EASTERN TIME,
 ON [expiration date], UNLESS EXTENDED.

____________, 2013

Dear Stockholder:

This letter is being distributed by Royal Bancshares of Pennsylvania, Inc. (“Royal”) to all holders of record of shares of its common stock at 5:00 p.m., Eastern Time, on ____, 2013 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of nontransferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Class A Common Stock, par value $2.00 per share (the “Class A Common Stock”) of Royal.  The Rights and Class A Common Stock are described in the Royal prospectus dated _______ __, 2013 (the “Prospectus”).
 
In the Rights Offering, Royal is offering an aggregate of 5,000,000 shares of Class A Common Stock, as described in the Prospectus.
 
The Subscription Rights will expire if not exercised prior to 5:00 p.m., Eastern Time, on [expiration date] (as it may be extended, the “Expiration Time”).
 
As described in the accompanying Prospectus, you will receive one Subscription Right for each share of common stock of Royal owned at 5:00 p.m., Eastern Time, on the Record Date.  Each Subscription Right will allow you to subscribe for one share of Class A Common Stock (the “Basic Subscription Right”) at the cash price of $1.20 per full share (the “Subscription Price”).  For example, if you owned 100 shares of common stock as of 5:00 p.m., Eastern Time, on the Record Date, you would receive 100 Subscription Rights and would have the right to purchase 100 shares of Class A Common Stock for the Subscription Price.
 
In the event that you purchase all of the shares of Class A Common Stock available to you pursuant to your Basic Subscription Right, you may also exercise an over-subscription option (the “Over-Subscription Option”) to subscribe for a portion of any shares of our Class A Common Stock that are not purchased by our stockholders through the exercise of their Basic Subscription Rights (the “Unsubscribed Shares”), subject to our acceptance of such subscription in our sole discretion, availability, limits on stock ownership and the allocation process more fully described in the Prospectus.
 
You will be required to submit payment in full for all the shares you wish to buy with your Over-Subscription Option.  Because we will not know the total number of Unsubscribed Shares prior to the expiration of the Rights Offering, if you wish to maximize the number of shares you subscribe for pursuant to your Over-Subscription Option, you will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of shares of Class A Common Stock available to you, assuming that no stockholder, other than you, has purchased any shares of Class A Common Stock pursuant to their Basic Subscription Right.  Fractional shares of Class A Common Stock resulting from the exercise of the Over-Subscription Option will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly.  Any excess subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable.

Royal can provide no assurances that you will actually be entitled to purchase the number of shares of Class A Common Stock for which you subscribe pursuant to the exercise of your Over-Subscription Option in full at the expiration of the Rights Offering.  Royal will not be able to satisfy your exercise of the Over-Subscription Option if all of our stockholders exercise their Basic Subscription Rights in full, and we will only accept a subscription pursuant to the exercise of an Over-Subscription Option to the extent sufficient shares of Class A Common Stock are available following the exercise of Subscription Rights under the Basic Subscription Rights, in any case subject to Royal’s acceptance of the subscription:
 
· To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Shares allocated to you pursuant to the Over-Subscription Option is less than the amount you actually paid in connection with the exercise of the Over-Subscription Option, you will be allocated a maximum of only the number of Unsubscribed Shares available to you, as soon as practicable after the Expiration Time, and your excess subscription payment received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable but in any case within 90 days of the payment date.
 
· To the extent the amount you actually paid in connection with the exercise of the Over-Subscription Option is less than the aggregate Subscription Price of the maximum number of Unsubscribed Shares available to you pursuant to the Over-Subscription Option, you will be allocated, to the extent your subscription pursuant to the exercise of the Over-Subscription Option is accepted, the number of Unsubscribed Shares for which you actually paid in connection with the Over-Subscription Option.  See “The Rights Offering — The Subscription Rights — Over-Subscription Option.”
 
The Subscription Rights will be evidenced by a non-transferable Subscription Rights certificate (the “Rights Certificate”) and will cease to have any value at the Expiration Time.
 
Enclosed are copies of the following documents:
 
1. Prospectus;
 
2. Rights Certificate;
 
3. Instruction as to the Use of Royal Rights Certificates;
 
4. Notice of Important Tax Information; and
 
5. A return envelope addressed to Registrar and Transfer Company, the Subscription Agent.
 
Your prompt action is requested.  To exercise the Subscription Rights, you should deliver the properly completed and signed Rights Certificate and forward it, with payment of the Subscription Price in full for each share of Class A Common Stock subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Option, to the Subscription Agent, as indicated in the Prospectus.  The Subscription Agent must receive the Rights Certificate with payment of the Subscription Price, including final clearance of any checks, prior to the Expiration Time, [unless the guarantee delivery procedures described in the Prospectus are followed in lieu of delivery of a Rights Certificate prior to the Expiration Time?]  A Subscription Rights holder cannot revoke the exercise of the holder’s Subscription Rights.  Subscription Rights not exercised prior to the Expiration Time will expire.

Additional copies of the enclosed materials may be obtained by contacting our Subscription Agent, Broadridge Financial Solutions at (____) _____-______ (toll free) or via e-mail at _________.com.  Any questions or requests for assistance concerning the rights offering should be directed to _____________.  General questions about the rights offering may also be directed to ___________, or ___________, at (610) _____-________.
 
 
Sincerely,
 
 
 
 
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
 
 
 
 
By:
 
 
 
 
 
President and Chief Executive Officer

NOTHING IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF ROYAL BANCSHARES OF PENNSYLVANIA, INC., THE SUBSCRIPTION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE SUBSCRIPTION RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.