EXHIBIT
10.11
















































ROYAL
FINANCIAL, INC.
  SEVERANCE
BENEFITS PLAN
                       
  TABLE
OF CONTENTS
  Page
  Article 1
              GENERAL
              1
  1.1
              Purpose
              1
  1.2
              Effective
      Date
              1
  1.3
              Definitions
              1
  1.4
              Controlling
      Authority
              2
  1.5
              Sole
      Source of Severance Benefits
              2
  Article 2
              ELIGIBILITY
      AND BENEFITS
              3
  2.1
              Eligibility
              3
  2.2
              Eligibility
      Exclusions
              3
  2.3
              Severance
      Pay
              3
  2.4
              Form
      and Payment of Severance Benefits
              4
  2.5
              Lump
      Sum Death Benefit
              4
  2.6
              Other
      Benefits
              4
  Article 3
              PLAN
      ADMINISTRATION
              5
  3.1
              Administration
      of Plan
              5
  3.2
              Rules
      and Procedures
              6
  3.3
              Claims
      Procedure
              6
  3.4
              Actions
      of the Plan Administrator
              6
  3.5
              Delegation
              6
  3.6
              Reliance
      on Experts
              7
  Article 4
              LIMITATIONS
      AND LIABILITIES
              7
  4.1
              Non-guarantee
      of Employment
              7
  4.2
              Non-alienation
      of Assets and Benefits
              7
  4.3
              Limitation
      of Liability
              7
  4.4
              Indemnification
              7
  Article 5
              FUNDING
              7
  5.1
              Funding
              7
  Article 6
              EMPLOYERS
      AND SUCCESSORS
              8
  6.1
              Obligation
      of Employers
              8
   i
  TABL OF
CONTENTS
 (continued)
  Page
  6.2
              Cooperation
      by Each Employer
              8
  6.3
              Successors
              8
  Article 7
              AMENDMENT
      AND TERMINATION
              8
  7.1
              General
              8
  7.2
              Amendments
              8
  7.3
              Effect
      of Change in Control
              8
  Article 8
              MISCELLANEOUS
      PROVISIONS
              9
  8.1
              ERISA
              9
  8.2
              Applicable
      Law
              11
  8.3
              Exclusive
      Benefit of Participants
              11
  8.4
              Agent
      for Service of Process
              11
  8.5
              Confidential
      Information
              11
  8.6
              Recovery
      of Payments Made in Error
              11
  8.7
              Severability
              12
  8.8
              Code
      Section 409A
              12
   ii
  ROYAL
FINANCIAL, INC.
 SEVERANCE
BENEFITS PLAN
  ARTICLE 1
  GENERAL
  1.1           Purpose.  It
is the intention of Royal Financial, Inc. (the “Company”) to create and maintain
this Severance Benefits Plan (the “Plan”) to provide Eligible Employees with
income after termination of employment under the circumstances described
herein.
  1.2           Effective
Date.  The Plan shall become effective on September 23,
2008.
  1.3           Definitions.  Each
term defined herein shall be given its defined meaning wherever used in this
document, unless the context requires otherwise.
  “Bank” means Royal
Savings Bank and any successor thereto.
  “Base Weekly Pay”
means with respect to:  (a) a salaried Eligible Employee, the
Eligible Employee’s base annual salary as of the Severance Event, divided by 52,
and (b) an hourly Eligible Employee, the Eligible Employee’s average weekly
earnings based on such Eligible Employee’s straight time earnings for the
fifty-two (52) week (or, if fewer, the number of the Eligible Employee’s full
weeks of employment) period ending with the last full week preceding the
Severance Event.
  “Beneficiary” means
the person or persons designated by an Eligible Employee to receive the payment
described in Section 2.5 in the event of the Eligible Employee’s death
while receiving Severance Pay.  Such designation shall be filed with
the Plan Administrator on such form as the Plan Administrator may
prescribe.  In the event an Eligible Employee fails to properly file a
designation, then the “Beneficiary” shall be the Eligible Employee’s
estate.
  “Company” means Royal
Financial, Inc. and any successor thereto.
  “Eligible Employee”
means an Employee employed by an Employer and who has satisfied all conditions
of eligibility as provided in Section 2.1.
  “Employee” means an
individual employed as a regular full-time or regular part-time employee on the
payroll of an Employer and paid by the Employer on a W-2 basis.  The
term “Employee” does not include individuals classified as independent
contractors, leased employees, or temporary employees.
  “Employer” means the
Bank, the Company and any subsidiary or affiliate thereof which has adopted the
Plan.
  “Exempt Employee”
means an Employee classified by an Employer in its discretion as exempt for
payroll purposes.
   
  “Non-Exempt Employee”
means an Employee classified by an Employer in its discretion as non-exempt for
payroll purposes.
  “Part-Time Employee”
means an Employee classified by an Employer in its discretion as
part-time.
  “Plan Administrator”
means Kelly Wilson, Senior Vice President of the Company, or such other person
or entity designated to administer the Plan and be the named fiduciary
thereof.
  “Plan Year” means
beginning January 1 and ending December 31 each year, provided that
the first Plan Year shall mean the period commencing on the Effective Date and
ending on the following December 31.
  “Severance Event”
shall mean an Employer-initiated termination of an Eligible Employee’s
employment with an Employer due to reasons other than for misconduct or
unsatisfactory performance below acceptable standards pursuant to the Employer’s
policy applicable to the Eligible Employee.  Any Employee-initiated
termination shall not constitute a Severance Event.
  “Severance Pay” means
the benefit provided pursuant to Section 2.3.
  “Week of Severance
Pay” shall mean an amount equal to an Eligible Employee’s Base Weekly Pay
determined as of the Severance Event.
  “Year of Service”
means each full year of continuous employment with an Employer, including years
worked prior to adoption of this Plan.  Years of Service with an
Employer shall be credited as Years of Service under the Plan.  For
purposes hereof, if an Employee has had a termination of employment prior to the
Effective Date and was subsequently reemployed by an Employer prior to the
Effective Date, for the sole purpose of computing the amount of Severance Pay
under the Plan, his Years of Service shall be computed from his or her
reemployment date.
  1.4           Controlling
Authority.  This Plan document is the sole and controlling
source of rights under the Plan.  This Plan may only be amended in
accordance with Article 7 herein.
  1.5           Sole Source of Severance
Benefits.  This Plan shall be the sole source of severance
benefits applicable to any Employee who is an Eligible Employee.  No
Employee, officer or director of the Company or the Bank may promise or grant
severance benefits to any Employee except as provided herein and any other
agreement or representation to the contrary is null and void unless expressly
approved in writing by the Board of Directors or Chief Executive Officer of the
Company or the Bank. When such an agreement exists, its terms and conditions
shall apply and the Employee shall no longer be eligible to receive benefits
under this Plan.
   2
  ARTICLE 2
  ELIGIBILITY
AND BENEFITS
  2.1           Eligibility.  Except
as provided in Section 2.2 and subject to all other exclusions contained in this
Plan, an Employee will be eligible to receive Severance Pay if and only
if:
  (a)           his
or her employment with all Employers is terminated in circumstances that
constitute a Severance Event; and
  (b)           he
or she executes a release of claims as set forth in
Appendix A.
  2.2           Eligibility
Exclusions.  Notwithstanding the foregoing, an Employee will
not be eligible to receive Severance Pay under this Plan if he or
she:
  (a)           is
a party to an employment, severance, special termination or similar agreement
which provides for the payment of severance or similar benefits as a result of
termination of employment; or
  (b)           refuses
to execute, or subsequently revokes, a release of claims as required by
Section 2.1 hereof.
  2.3           Severance
Pay.  The Severance Pay provided by this Plan shall be
determined based upon the number of Years of Service and Base Weekly Pay of an
Eligible Employee and his or her classification at the time of the Severance
Event as follows:
  (a)           Any
Eligible Employee classified as a Non-Exempt Employee or Part-Time Employee
shall be entitled to receive a benefit equal to one (1) Week of Severance Pay
for each full Year of Service as of the Severance Event.  Any Eligible
Employee classified as an Exempt Employee shall be entitled to receive a benefit
equal to two (2) Weeks of Severance Pay for each full Year of Service as of the
Severance Event.
  (b)           All
benefits under the Plan shall be subject to a maximum benefit of 26 Weeks of
Severance Payand a
minimum benefit of 2 Weeks of Severance Pay.
  (c)           Notwithstanding
any provision of this Section 2.3 to the contrary, Severance Pay shall be
reduced by, or the Eligible Employee shall be obligated to refund to the
Employer to the extent such Severance Pay was not so reduced, (i) the amount of
unemployment compensation received by the Eligible Employee under any state or
other governmental program during the period the Severance Pay is payable, and
(ii) the amount of any other severance, separation, notice pay, or similar
benefits paid to an Eligible Employee.
  (d)           In
the event an Eligible Employee who is receiving Severance Pay is reemployed by
an Employer, the payment of Severance Pay under the Plan shall cease as of the
date of reemployment.  If an Eligible Employee received Severance Pay
in one lump sum and is reemployed by an Employer during a period of time during
which the Eligible Employee would have been receiving Severance Pay if it was
paid in installments, the Eligible Employee shall be required to repay to the
Employer that portion of the lump sum payment attributable to the period
   3
  of time
from the date reemployment begins through the end of the period for which
Severance Pay would have been paid if paid in installments.
  (e)           Severance
Pay shall be subject to all applicable federal and state deductions and
withholding, and any sums owing to the Employer, and shall be paid in such
manner as prescribed in Section 2.4.  The consideration for the
execution of the release in Appendix A shall be the Severance Pay which the
Eligible Employee would otherwise not be eligible to receive.
  2.4           Form and Payment of
Severance Benefits.  Severance Pay shall be paid in
installments on the Company’s regular pay dates following termination of
employment.  Installments shall commence as of the end of the first
pay period that occurs on or after the date the Eligible Employee has executed
the release of claims required by Section 2.1(c) and the seven-day period
for revocation thereof has expired.  Installments shall continue until
the earlier of the date that (i) the Eligible Employee dies (in which case
the payment described in Section 2.5 shall be made to the Eligible
Employee’s Beneficiary); or (ii) all Weeks of Severance Pay to which the
Eligible Employee is entitled are paid.  The Employer reserves the
right in its sole discretion to pay Severance Pay in a lump sum.
  Any
revocation of the release of claims must be made in writing and must be received
by the Plan Administrator within such seven (7) day period.  An
Eligible Employee who timely revokes the release shall not be eligible to
receive any Severance Pay under the Plan.  Eligible Employees shall be
advised to contact their personal attorney at their own expense to review the
release if they so desire.
  2.5           Lump Sum Death
Benefit.  In the event that an Eligible Employee dies after a
Severance Event and prior to the payment of all of the Weeks of Severance Pay to
which Eligible Employee was entitled and the installments terminate pursuant to
Section 2.4, then a lump sum death benefit shall be paid to the Beneficiary
within thirty (30) days after the date of death.  The lump sum benefit
shall be equal to the aggregate amount of the Weeks of Severance Pay to which
the Eligible Employee was entitled but which had not been paid as of the date of
death.  Notwithstanding the foregoing, in the event that as of the
date of death the Eligible Employee had not executed the release described in
Section 2.1(c), or if executed, the time for revocation had not expired,
then the payment of the lump sum shall be subject to the execution by the
Beneficiary of a release substantially similar in scope to the provisions of
Appendix A.
  2.6           Other
Benefits.
  (a)           Salaries, Wages and
Vacation.  Any earned but unpaid salary or wages and any earned
but unused vacation for which an Eligible Employee is eligible at time of
termination of employment will be paid in a lump sum at time of termination of
employment, subject to applicable federal and state withholding.  The
period of time an Eligible Employee receives Severance Pay shall not constitute
employment or compensation for purposes of computing vacation or other paid
personal time off.
  (b)           Subsidized Health
Insurance.  Eligible Employees shall be permitted to elect to
continue group health insurance coverage (including dependent coverage
where
   4
  applicable)
in accordance with the requirements of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”).  The Employer shall pay the
applicable premium for such coverage for a period of time (rounded to the full
month) equal to the length of Severance Pay to which the Eligible Employee is
entitled under the Plan, such premium to be based upon the contribution rates in
effect for active employees of the Employer or its successor immediately prior
to the Severance Event provided that the Employer will continue to deduct the
Employee’s portion of the premium from each installment of Severance
Pay.  The Employer shall subsidize an Eligible Employee’s COBRA
premiums for at least one (1) month (rounded to the full month) following the
Severance Event but for no longer than the earlier of: (i) six (6) months
(rounded to the full month) following the Severance Event or (ii) the date COBRA
coverage would otherwise end under Code Section 4980B or Section 406 of ERISA
(e.g., the date the former employee becomes covered under another group health
plan as an employee or otherwise).  If COBRA coverage extends beyond
six (6) months following the Severance Event, COBRA shall be provided solely if
the Eligible Employee contributes 100% of the applicable premium for such
coverage.
  (c)           General
Limitations.  The severance benefits available to Eligible
Employees are limited to the provisions herein.  All qualified or
non-qualified retirement or other plan benefits for which the Eligible Employee
may be eligible shall be governed by the applicable plan’s specific
provisions.  The period of time an Eligible Employee receives
Severance Pay shall not constitute employment, service, compensation or salary
for purposes of determining participation in or benefits under any benefit plan
for the Company or the Bank.
  ARTICLE 3
  PLAN
ADMINISTRATION
  3.1           Administration of
Plan.  The Plan shall be administered by the Plan Administrator
unless the Board of Directors of the Company (as constituted from time to time)
(the “Board”), or the person or persons designated by the Board to carry out its
duties or powers under the terms of this Plan, delegates such authority to
another party.
  The Plan
Administrator shall have authority to control and manage the operation and
administration of the Plan including all rights and powers necessary or
convenient to the carrying out of its functions hereunder, whether or not such
rights and powers are specifically enumerated herein.  Without
limiting the generality of the foregoing, and in addition to the other powers
set forth in the Plan, the Plan Administrator shall have the following express
discretionary authorities:
  (a)           to
construe and interpret the Plan, decide all questions of eligibility and
determine the amount, manner and time of payment of any benefits
hereunder;
  (b)           to
prescribe procedures to be followed by participants for filing requests and
elections under the Plan;
  (c)           to
prepare and distribute, in such manner as determined to be appropriate,
information explaining the Plan;
   5
  (d)           to
receive or request from the Employers or Eligible Employees such information as
shall be necessary for the proper administration of the Plan;
  (e)           to
furnish the Employers upon request such annual and other reports with respect to
the administration of the Plan as are reasonable and appropriate;
and
  (f)           to
determine the amounts available to provide a benefit and to administer the
claims procedure.
  3.2           Rules and
Procedures.  The Plan Administrator may adopt such rules,
regulations and bylaws as it deems necessary or desirable.
  3.3           Claims
Procedure.
  (a)           Any
Employee (or his or her representative) who believes that he is entitled to a
benefit under the Plan in an amount greater than he has received may file a
claim for such benefit by writing to the Plan Administrator.
  (b)           Every
claim which is properly filed shall be answered in writing within ninety (90)
days (or one hundred and eighty (180) days if special circumstances require an
extension of time for processing the claim) of receipt stating whether the claim
is granted or denied.  If the claim is denied, the claimant (or his or
her representative) shall be provided, in writing and written in a manner
calculated to be understood by the claimant, specific reasons for denial;
specific reference to the pertinent Plan provisions on which the denial is
based; a description of any information necessary for the claimant to perfect a
claim including an explanation of why such information is necessary; and an
explanation of the Plan’s claim appeal procedure including steps to be taken to
submit the claim for review.
  (c)           Within
sixty (60) days after notice that a claim is denied, the claimant (or his or her
representative) may file a written appeal to the Plan Administrator which shall
include any comments, statements or documents the claimant may wish to
provide.  Notice of the decision on appeal shall be sent to the
claimant within sixty (60) days of its receipt (or one hundred twenty (120) days
if special circumstances require an extension of time for processing the
appeal).  In the event the claim is denied upon appeal, the notice
shall set forth the reasons for denial written in a manner calculated to be
understood by the claimant and specific reference to the pertinent provisions of
the Plan on which the denial is based.  Any reasonable request from a
claimant for documents or information relevant to his claim prior to his filing
an appeal shall also be allowed.
  3.4           Actions of the Plan
Administrator.  All determinations, interpretations, rules, and
decisions of the Plan Administrator or its delegate shall be conclusive and
binding upon all persons having or claiming to have any interest or right under
the Plan and shall be given deference in any judicial or other
proceeding.
  3.5           Delegation.  The
Plan Administrator shall have the power to delegate specific duties,
discretionary and other authorities and responsibilities to officers or
employees of an Employer or other individuals or entities.  Any
delegation by the Plan Administrator may allow further delegations by the
individual or entity to whom the delegation is made.  Any
delegation
   6
  may be
rescinded by the Plan Administrator at any time.  Each person or
entity to whom a duty or responsibility has been delegated shall be responsible
for the exercise of such duty or responsibility and shall not be responsible for
any act or failure to act of any other person or entity.
  3.6           Reliance on
Experts.  The Plan Administrator and its delegates shall be
entitled to rely on any and all schedules, reports, opinions or advice furnished
by any duly appointed actuary, accountant, legal counsel, physician or other
medical expert and any other duly appointed advisor.  Any such advisor
may be a person, firm or other organization acting or employed in like capacity
for an Employer.
  ARTICLE 4
  LIMITATIONS
AND LIABILITIES
  4.1           Non-guarantee of
Employment.  Nothing contained in the Plan shall be construed
as an agreement of employment, or as giving or conferring on any Eligible
Employee the right to continued employment, or as a limitation on the right of
an Employer to terminate the employment of an Eligible Employee, with or without
cause.  Nor shall anything contained in the Plan affect the
eligibility requirements under any other plans maintained by an Employer, nor
give any Eligible Employee a right to coverage under any other
plan.
  4.2           Non-alienation of Assets and
Benefits.  Except as may be required by applicable law, the
benefits payable under the Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution, or levy of any kind, either voluntary or
involuntary, including any such liability that is for alimony or other payments
for the support of a spouse or former spouse, or for any other relative of the
Eligible Employee, prior to actually being received by the person entitled to
the benefit under the terms of the Plan; and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose
of any right to benefits payable hereunder shall be void.
  4.3           Limitation of
Liability.  Neither an Employer nor the Plan Administrator
shall be liable for any act or failure to act that is made in good faith
pursuant to the provisions of the Plan or records of the Plan, Bank, Company,
Employer or any employee benefit plans thereof, except to the extent required by
applicable law.
  4.4           Indemnification.  The
Company and each Employer shall, to the extent permitted by its Certificate of
Incorporation (or Articles of Incorporation) and Bylaws, and by the laws of the
State in which it is incorporated, indemnify the Plan Administrator, and any
employee, officer or director of an Employer, against any and all liabilities
arising by reason of any act or omission made in good faith pursuant to the
provisions of the Plan, including expenses reasonably incurred in the defense of
any claim relating thereto.
   7
  ARTICLE 5
  FUNDING
  5.1           Funding.  Benefits
shall be paid out of the general assets of the Company or applicable
Employer.  Neither the Company nor any other Employer shall be
required to fund or otherwise provide for the payment of benefits in any
manner.
  ARTICLE 6
  EMPLOYERS
AND SUCCESSORS
  6.1           Obligation of
Employers.  Each Employer agrees to make all payments required
hereunder to be made on behalf of Eligible Employees of such Employer, and
agrees that the liability for making such payments and providing such benefits
shall be the sole and exclusive obligation of such Employer.
  6.2           Cooperation by Each
Employer.  To enable the Plan Administrator to perform its
functions, an Employer shall supply full and timely information to the Plan
Administrator on all matters relating to Base Weekly Pay and Years of Service of
all Employees and cause for termination of employment, and any other pertinent
facts or information as the Plan Administrator, in its sole discretion, may
require.
  6.3           Successors.  This
Plan shall inure to and be binding upon the successors and assigns of the
Company and each Employer.  The Company and each Employer shall
require any successor or assignee, whether direct or indirect, by purchase,
merger, consolidation or otherwise, to all or substantially all the business or
assets of the Company or any Employer expressly and unconditionally to assume
and agree to perform the Company’s or such Employer’s obligations under this
Plan, in the same manner and to the same extent that the Company or Employer
would be required to perform if no such succession or assignment had taken
place.
  ARTICLE 7
  AMENDMENT
AND TERMINATION
  7.1           General.  The
Company reserves the right to amend and/or terminate the Plan at any time,
prospectively or retroactively, and for any reason.
  7.2           Amendments.  Any
and all amendments shall be made in writing and shall be signed and approved by
the Board of Directors of the Company (as constituted from time to time), or the
person or persons designated by it to carry out its duties or powers under the
terms of this Plan.
  7.3           Effect of Change in
Control.  Despite the provisions of Sections 7.1 and 7.2
above, following a Change in Control, the provisions of this Plan may not be
amended or terminated in any manner if such amendment or termination would have
an adverse effect in any
   8
  way upon
the computation or amount of or entitlement of Eligible Employees to Severance
Pay under the Plan as in effect immediately prior to the Change in
Control.
  For
purposes of this Section 7.3, a Change in Control shall mean:
  (a)           Any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than (i) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, or (ii) a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 25% or more of the total
voting power of the then outstanding shares of capital stock of the Company
entitled to vote generally in the election of directors (the “Voting Stock”),
provided, however, that the following shall not constitute a change in
control:  (1) such person becomes a beneficial owner of 25% or
more of the Voting Stock as the result of an acquisition of such Voting Stock
directly from the Company, or (2) such person becomes a beneficial owner of
25% or more of the Voting Stock as a result of the decrease in the number of
outstanding shares of Voting Stock caused by the repurchase of shares by the
Company, or
  (b)           During
any period of two consecutive years, individuals (the “Incumbent Board”),
who at the beginning of such period constitute the Board, and any new director,
whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, or
  (c)           Consummation
of a reorganization, merger or consolidation or the sale or other disposition of
all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless (1) all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of
the Voting Stock immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the total voting power represented
by the voting securities entitled to vote generally in the election of directors
of the corporation resulting from the Business Combination (including, without
limitation, a corporation which as a result of the Business Combination owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to the Business Combination of the Voting Stock of
the Company, and (2) at least a majority of the members of the board of
directors of the corporation resulting from the Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or action of the Incumbent Board, providing for such Business
Combination; or
  (d)           Approval
by the stockholders of the Company of a plan of complete liquidation or
dissolution of the Company.
   9
  ARTICLE 8
  MISCELLANEOUS
PROVISIONS
  8.1           ERISA.
  (a)           Any
person or persons may serve in more than one fiduciary capacity with respect to
the Plan.
  (b)           The
Plan Administrator shall be a “named fiduciary” with respect to the Plan;
however, its responsibilities as such shall be limited to the performance of
those duties specifically assigned to it hereunder.  The Plan
Administrator shall have no responsibility for the performance of any duty not
specifically so assigned, except to the extent required by applicable
law.
  (c)           The
Plan Administrator may allocate or delegate its responsibilities hereunder to
persons who are not named fiduciaries.  The allocation or delegation
of any fiduciary responsibility shall be in writing, and shall become effective
upon the written acceptance thereof by the person or persons to whom such
responsibilities are allocated or delegated.
  (d)           The
following information is provided to Eligible Employees in accordance with
Department of Labor regulations:
  As a
participant in the Plan, you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974
(ERISA).  ERISA provides that you are entitled to:
  1)
                Examine,
      without charge, at the office of the Plan Administrator all Plan
      documents, including copies of all documents filed by the Plan with the
      U.S. Department of Labor.
  2)
                Obtain
      copies of all Plan documents and other Plan information upon written
      request to the Plan Administrator.  The Plan Administrator may
      make a reasonable charge for the
copies.
  3)
                Receive
      a summary of the Plan’s annual financial report.  The Plan
      Administrator is required by law to furnish each Participant with a copy
      of this summary annual report.
  In
addition to creating rights for Plan Participants, ERISA imposes duties upon the
people who are responsible for the operation of the Plan.  The people
who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so
prudently and in the interest of you and other Plan Participants and
Beneficiaries.
  No one
may fire you or otherwise discriminate against you in any way to prevent you
from obtaining a benefit or exercising your rights under ERISA.  If
your claim for a benefit
   10
  is denied
in whole or in part, you must receive a written explanation of the reason for
the denial.  You have the right to have the Plan Administrator review
and reconsider your claim.
  Under
ERISA, there are steps you can take to enforce the above rights.  For
instance, if you request materials from the Plan and do not receive them within
30 days, you may file suit in a federal court.  In such case, the
court may require the Plan Administrator to provide the materials and pay you up
to $110 a day until you receive the materials, unless the materials were not
sent because of reasons beyond the control of the Plan
Administrator.
  If you
have a claim for a benefit that is denied or ignored, in whole or in part, you
may file suit in a state or federal court after first exhausting the Plan’s
claim and appeal procedures.  If it should happen that Plan
fiduciaries misuse the Plan’s money, or if you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of Labor
or you may file suit in a federal court.  The court will decide who
should pay court costs and legal fees.  If you are successful, the
court may order the person you have sued to pay these costs and
fees.  If you lose, the court may order you to pay these costs and
fees, for example, if it finds your claim is frivolous.
  If you
have any questions about the Plan, you should contact the Plan
Administrator.  If you have any questions about the statements made in
this summary or your rights under ERISA, you may contact the Department of Labor
at the Division of Technical Assistance and Inquiries, Employee Benefits
Security Administration, U.S. Department of Labor, 200 Constitution Avenue,
N.W., Washington, D.C. 20210.  You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security
Administration.
  8.2           Applicable
Law.  This Plan shall be construed in accordance with federal
law under ERISA; provided, that nothing in this Section 8.2 shall be
construed as placing any restriction upon the right of an Employer acting
pursuant to the Plan to take any action or to incur any liability that it is
authorized to take or incur under its Certificate of Incorporation (or Articles
of Incorporation) or Bylaws, or under the laws of the State in which it is
incorporated, except to the extent that the same are superseded by applicable
federal law.
  8.3           Exclusive Benefit of
Participants.  This Plan is for the exclusive benefit of
Eligible Employees and their Beneficiaries.
  8.4           Agent for Service of
Process.  The Plan Administrator shall be the agent for service
of process.
  8.5           Confidential
Information.  Eligible Employees may have access to trade
secrets and other confidential and proprietary information (hereinafter
“Confidential Information”) with regard to the business of the
Employer.  Confidential Information includes without limitation, trade
secrets, financial results and other information relating to the Employer’s
practices in human resources, personnel, including salary programs, accounting,
marketing, advertising, promotion, selling and distributing, price lists,
customer lists, and research.  Recognizing that the disclosure or
improper use of such Confidential Information will cause serious and irreparable
injury to the Employer, Eligible Employees with such access acknowledge that
(i) they will not
   11
  at any
time, directly or indirectly, disclose Confidential Information to any third
party or otherwise use such Confidential Information for their own benefit or
the benefit of others, (ii) payment of Severance Pay under the Plan shall
cease if an Eligible Employee discloses or improperly uses such Confidential
Information, and (iii) retention of Severance Pay under the Plan is
conditioned upon the Eligible Employee not disclosing or improperly using such
Confidential Information.  Furthermore, all Employer property (i.e.,
Confidential Information, keys, credit cards, documents and records,
identification cards, equipment, car/mobile telephones, parking stickers, etc.)
must be returned by an Eligible Employee as of the date his or her employment
with the Employer terminates in order for such Eligible Employee to commence
receiving Severance Pay under the Plan.
  8.6           Recovery of Payments Made in
Error.  An Eligible Employee shall be required to return to the
Employer any Severance Pay payment, or portion thereof, that the Eligible
Employee knew or reasonably should have known he or she was not entitled to or
that he or she knew or reasonably should have known was paid in
error.
  8.7           Severability.  If
any provision of the Plan is found, held or deemed by a court of competent
jurisdiction to be void, unlawful or unenforceable under any applicable statute
or other controlling law, the remainder of the Plan shall continue in full force
and effect.
  8.8           Code Section
409A.  To the extent any Severance Pay under this Plan must
comply with the requirements of Internal Revenue Code Section 409A and all
regulations issued thereunder, the Plan shall be administered and interpreted to
the extent possible in a manner consistent with that intent.
  
 12
  APPENDIX
A
  GENERAL
RELEASE
  The
undersigned employee’s (hereinafter “EMPLOYEE”) employment with the Royal
Financial, Inc., its subsidiaries and affiliates, including but not limited to
Royal Savings Bank (collectively, the “Company”) is terminating on
______________, and EMPLOYEE has voluntarily agreed to the terms of this General
Release in exchange for Severance Pay under the Royal Financial, Inc. Severance
Benefits Plan (the “Plan”) to which EMPLOYEE otherwise would not be
entitled.
  NOW
THEREFORE, in consideration for Severance Pay provided under the Plan, EMPLOYEE,
on behalf of himself and his spouse, heirs, executors, administrators, children,
and assigns, does hereby fully release and discharge the Company, its officers,
directors, employees, agents, subsidiaries, divisions and their respective
predecessors, benefit plans and their administrators, fiduciaries and insurers,
successors, and assigns from any and all claims or demands for wages, back pay,
front pay, attorney’s fees and other sums of money, insurance, benefits,
contracts, controversies, agreements, promises, damages, costs, actions or
causes of action and liabilities of any kind or character whatsoever, whether
known or unknown, from the beginning of time to the date this General Release is
executed, relating to his/her employment or termination of employment from the
Company, including but not limited to any claims, actions or causes of action
arising under the statutory, common law or other rules, orders or regulations of
the United States or any State or political subdivision thereof including the
Age Discrimination in Employment Act, the Older Workers Benefit Protection Act,
Employee Retirement Income Security Act, Title VII of the Civil Rights Act
of 1964, Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866
Illinois Human Rights Act, Illinois Wage Payment and Collection Act and under
any other federal, state and local statute, ordinance, regulation, and order,
under the common law, provided however, EMPLOYEE does not waive any  claims
that cannot be released as a matter of law.
  EMPLOYEE
acknowledges that EMPLOYEE’S obligations pursuant to Section 8.5 of the Plan and
any applicable policies of the Company, copies of which have been provided to
EMPLOYEE, and under applicable law relating to the use or disclosure of
confidential information shall continue to apply to EMPLOYEE.
  This
Release supersedes any and all other agreements between EMPLOYEE and the Company
except agreements relating to proprietary or confidential information belonging
to the Company, and any other agreements, promises or representations relating
to severance pay or other terms and conditions of employment are null and
void.
  This
Release does not affect EMPLOYEE’S right to any benefits to which EMPLOYEE may
be entitled under any employee benefit plan sponsored by the
Company.
  Accordingly,
EMPLOYEE acknowledges and agrees that:
  (a)           The
Severance Pay exceeds the nature and scope of that to which EMPLOYEE would
otherwise have been legally entitled to receive;
   A-1
  (b)           EMPLOYEE
is knowingly and voluntarily executing this General Release and the Age
Discrimination in Employment Act waiver herein;
  (c)           EMPLOYEE
has been advised by the Company to consult with EMPLOYEE’S attorney regarding
the terms of this General Release before signing it;
  (d)           EMPLOYEE
has the right to revoke this General Release in full within seven (7) calendar
days of execution by providing written notice to Kelly Wilson, Senior Vice
President, and that none of the terms and provisions of this General Release
shall become effective or be enforceable until such revocation period has
expired;
  (e)           EMPLOYEE
has read and fully understands the terms of this General Release;
  (f)           Nothing
contained in this General Release purports to release any of EMPLOYEE’s rights
or claims under state workers’ compensation or unemployment laws;
  (i)           In
the event EMPLOYEE breaches the provisions of the Confidential Information
provisions of the Plan, (a) the Company shall be entitled to apply for and
receive an injunction to restrain any violation of the Confidential Information
provisions of the Plan, (b) the Company shall not be obligated to continue
payment of the Severance Pay to EMPLOYEE, and (c) EMPLOYEE shall be
obligated to pay to the Company its costs and expenses in enforcing this General
Release and defending against such lawsuit (including court costs, expenses and
reasonable legal fees), to the extent authorized by applicable law;
and
  (j)           EMPLOYEE
further waives, releases, and discharges the Company from any reinstatement
rights that EMPLOYEE may have and acknowledges that EMPLOYEE has not suffered
any on-the-job injury for which EMPLOYEE has not already filed a
claim.
   A-2
  IN
WITNESS WHEREOF, the EMPLOYEE has executed this General Release as of the date
indicated below.
 EMPLOYEE(Signature)
 (Print
      or type name)
  Date
 
 A-3