exv10w8






Exhibit 10.8




SERP PARTICIPATION AGREEMENT — GROUP I




     THIS AGREEMENT, made as of the 1st day of January 2007, by and between Royal Bank America, a
Pennsylvania state-chartered bank (the “Bank”), and Murray Stempel, a key management employee of
the Bank (the “Participant”).



     The Agreement has been amended and restated, effective January 1, 2005, to incorporate changes
required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).



     The Agreement has been further amended and restated, effective January 1, 2007, to incorporate
certain changes to the Benefit calculation and to the Benefit distribution process.



RECITALS




     The Board of Directors of the Bank has adopted the Royal Bank America Supplemental Executive
Retirement Plan (the “Plan”) and has selected the Participant for participation in the Plan. This
SERP Agreement is entered into to evidence the Participant’s participation in the Plan and to set
forth the basis for determining the amount of his or her benefit tinder the Plan.



     NOW, THEREFORE, the Bank and the Participant hereby agree as follows:



     1. Incorporation of the Plan. The Plan (and all its provisions), as it now exists
and as it may be amended hereafter, is incorporated herein and made a part of this Agreement.
Participant acknowledges that he or she has received a copy of the Plan as amended through the date
hereof.



     2. Definitions. When used herein, terms that are defined in the Plan shall have the
meanings given them in the Plan unless a different meaning is clearly required by the context.



     3. No Interest Created. Neither the Participant nor his or her Beneficiary or other
persons claiming under him or her shall have any interest in any assets of the Bank, including
policies of insurance conferred by the Participant’s participation in the Plan. The Participant
and his or her Beneficiary shall have only the right to receive benefits under and subject to the
terms and provisions of the Plan and this SERP Agreement.



 









 





     4. Recognized Compensation. For purposes of the Plan and this SERP Agreement, the
Participant’s Recognized Compensation for each calendar year shall be equal to 100% of the
Participant’s salary for the calendar year plus 100% of the Participant’s bonus attributable to
such calendar year.



     5. Retirement Benefit. The percentage of High Average Recognized Compensation that
will be used to determine the Participant’s retirement benefit under Section 4 of the Plan is 50%
(fifty percent) of the Participant’s High Average Salary Compensation (subject to a maximum amount
of $185,000 per year) plus 25% of the Participant’s High Average Bonus Compensation (subject to a
maximum of $80,000 per year). Therefore, the maximum retirement benefit under this Paragraph 5 is
$265,000 per year.



     6. Survivor Benefit. The Participant’s survivor benefit under Section 5.1(a) of the
Plan is a monthly amount, payable for 12 months, equal to 100% of the Participant’s monthly
Recognized Compensation (one-twelfth of said Recognized Compensation). Thereafter, a monthly
amount payable for 48 months, equal to 50% of the Participant’s monthly Recognized Compensation.



     The Participant’s survivor benefit under Section 5.1(b) of the Plan is a monthly amount equal
to the monthly benefit the Participant would have been entitled to had the Participant retired on
the date of his death. The monthly benefit shall be payable to the Participant’s beneficiary for
120 months.



     7. Termination Benefit. If the Participant terminates employment with the Bank prior
to attaining his or her Early Retirement Date, other than by reason of death or Disability, the
Participant shall be entitled to 100% of his or her Accrued Benefit, payable commencing upon the
Participant’s attaining his or her Normal Retirement Date.



     8. Suicide. Notwithstanding any other term or provision of the Plan or this SERP
Agreement, the Plan and this SERP Agreement shall be void and of no force if the Participant dies
by reason of suicide within two years (2) years after the date of this Agreement, and in such event
no benefit of any kinds shall be payable hereunder to the Participant, his or her Beneficiary or
any other person claiming under the Participant.



 









 





     9. Condition to Payment. The Participant shall be deemed to have forfeited his or
her right to any payments under the Plan and this SERP Agreement if his or her employment with the
Bank terminates by reason of a Termination for Cause.



     10. Entire Agreement. This SERP Agreement contains the entire agreement and
understanding of the Bank and the Participant with respect to supplemental retirement, survivor,
termination and disability benefits and supersedes and replaces all prior agreements and
understanding, written or oral, with respect thereto.



     IN WITNESS WHEREOF, the parties have executed this SERP Agreement in duplicate originals on
the day and year first above written.



	 	 	 	 	 
	 	ROYAL BANK AMERICA

 	 
	 	By:  	/s/ James J. McSwiggan, Jr.
 	 
	 	 	James J. McSwiggan, Jr. 	 
	 	 	Chief Operating Officer 	 
	 
	 
	 	PARTICIPANT

 	 
	 	/s/ Murray Stempel
 	 
	 	Murray Stempel