**EXHIBIT
        10.1**
  **EXECUTIVE
        EMPLOYMENT AGREEMENT**
  THIS
        AGREEMENT, made and entered into as of February 21, 2006 (the
“ Effective
        Date ”),
        by
        and among Royal Financial, Inc. (hereinafter referred to as “ Royal
        Financial ”),
        Royal
        Savings Bank (the “ Bank ”
and
        together with Royal Financial, hereinafter the “ Employer ”),
        and
        Leonard Szwajkowski (hereinafter called the “ Executive ”).
  W
        I T
        N E S S E T H  T H A T :
  WHEREAS, **** the
        Employer desires to employ the Executive as Senior Vice President - Finance
        and, effective April 18, 2006, Chief Financial Officer, and the Executive
        desires to be employed as such;
  NOW,
        THEREFORE, in consideration of the mutual promises herein contained and subject
        to the conditions precedent set forth herein, the parties agree as
        follows:
  1.  Employment
        and Term .
  (a)  Employment .
        Royal
        Financial shall, and shall cause the Bank to, employ the Executive as the
        Senior
        Vice President and Chief Financial Officer of the Company and the Bank, and
        the
        Executive shall so serve, for the term set forth in
        Paragraph 1(b).
  (b)  Term .
        The
        Executive’s employment under this Agreement shall commence on the Effective Date
        and extend through January 20, 2008, subject to the extension of such term
        as hereinafter provided and subject to earlier termination as provided in
        Paragraph 7. The term of this Agreement shall automatically be extended for
        an **** additional
        year as of January 20, 2008 and each anniversary date thereof unless, no
        later than ninety (90) days prior to any such renewal date, either the board
        of
        directors of Royal Financial (the “ Board ”),
        or a
        duly authorized committee thereof, on behalf of the Employer, or the Executive
        gives written notice to the other, in accordance with Paragraph 14, that
        the term of this Agreement shall not be so extended.
  2.  Duties
        and Responsibilities .
  (a)  The
        duties and responsibilities of the Executive shall be of an executive nature
        as
        shall be required by the Employer in the conduct of its business. The
        Executive’s powers and authority shall be as prescribed by the by-laws of the
        Employer, if applicable, and shall include all those presently delegated
        to the
        Executive, together with the performance of such other duties and
        responsibilities as the Chief Executive Officer of the Employer may from
        time to
        time assign to the Executive not inconsistent with the Executive’s position(s)
        with the Employer. The Executive recognizes, that during the period of the
        Executive’s employment hereunder, the Executive owes an undivided duty of
        loyalty to the Employer, and agrees to devote the Executive’s entire business
        time and attention to the performance of said duties and responsibilities
        and to
        use the Executive’s best efforts to promote and develop the business of the
        Employer. Recognizing and acknowledging that it is essential for the protection
        and enhancement of the name and business of the Employer and the goodwill
        pertaining thereto, the
  
  Executive
        shall perform his duties under this Agreement professionally, in accordance
        with
        the applicable laws, rules and regulations and such standards, policies and
        procedures established by the Employer and the industry from time to time.
        The
        Executive will not perform any duties for any other business without the
        prior
        written consent of the Employer, but may engage in charitable, civic or
        community activities, provided that such duties or activities do not materially
        interfere with the proper performance of the Executive’s duties under this
        Agreement.
  (b)  Notwithstanding
        that this Agreement provides for the employment of the Executive in the
        Executive’s capacity as Senior Vice President and Chief Financial Officer of the
        Company and the Bank, nothing herein contained shall assure the Executive
        of,
        nor in any manner shall be construed to constitute an agreement by the Employer
        to the, continued employment of the Executive after the expiration or
        termination of this Agreement in such capacity or in any other
        capacity.
  3.  Base
        Salary .
        For
        services performed by the Executive for the Employer pursuant to this Agreement
        during the period of employment as provided in Paragraph 1(b) hereof, the
        Employer shall pay the Executive a base salary at the rate of one hundred
        thousand dollars ($100,000) per year, payable in substantially equal
        installments in accordance with the Employer’s regular payroll practices;
        provided, however, Executive’s base salary shall be increased to one hundred
        five thousand dollars ($105,000) per year effective as of
        July 1, 2006. The Executive’s base salary (with any increases under
        this Paragraph 3) shall not be subject to reduction without the Executive’s
        written consent. Any compensation which may be paid to the Executive under
        any
        additional compensation or incentive plan of the Employer or which may be
        otherwise authorized from time to time by the Board (or an appropriate committee
        thereof) shall be in addition to the base salary to which the Executive shall
        be
        entitled under this Agreement. Executive’s base salary shall be subject to
        review from time to time, and the Employer may (but is not required to) increase
        the base salary as the Board, in its discretion, may determine.
  4.  Annual
        Bonuses .
        For
        each fiscal year during the term of employment, the Executive shall be eligible
        to receive a bonus in the amount, if any, as may be determined from time
        to time
        by the Board in its discretion.
  5.  Equity
        Incentive Compensation .
        During
        the term of employment hereunder, the Executive shall be eligible to participate
        in any equity-based incentive compensation plan or program adopted by the
        Employer.
  6.  Other
        Benefits .
        In
        addition to the compensation described in Paragraphs 3, 4 and 5, above, the
        Executive shall also be entitled to the following:
  (a)  Participation
        in Benefit Plans .
        The
        Executive shall be entitled to participate in such life insurance, disability,
        medical, dental, pension, profit sharing and retirement plans and other programs
        as may be made generally available from time to time by the Employer for
        the
        benefit of executives of the Executive’s level or its employees generally.
  (b)  Vacation .
        The
        Executive shall be entitled to such number of days of vacation with pay during
        each calendar year during the period of employment in accordance with the
        Employer’s applicable personnel policy as in effect from time to
        time.
  2
  (c)  Executive
        Perquisites .
        The
        Employer shall furnish Executive with such perquisites as are provided from
        time
        to time by the Employer to its officers generally and are suitable to the
        Executive’s position, adequate for the performance of the Executive’s duties
        hereunder, and reasonable in the circumstances.
  (d)  Expense
        Reimbursement .
        The
        Employer shall reimburse the Executive for all reasonable expenses incurred
        by
        the Executive in performing services hereunder, which are incurred and accounted
        for in accordance with the Employer’s policies and procedures applicable
        thereto.
  7.  Termination .
        Unless
        earlier terminated in accordance with the following provisions of this
        Paragraph 7, the Employer shall continue to employ the Executive and the
        Executive shall remain employed by the Employer during the entire term of
        this
        Agreement as set forth in Paragraph 1(b). Paragraph 8 hereof sets
        forth certain obligations of the Employer in the event that the Executive’s
        employment hereunder is terminated. Certain capitalized terms used in this
        Paragraph 7 and in Paragraph 8 hereof are defined in
        Paragraph 7(d) below. In the event of termination of the Executive’s
        employment with the Employer for any reason, or if the Executive is required
        by
        the Board, the Executive agrees to resign, and shall automatically be deemed
        to
        have resigned, from any offices (including any directorship) the Executive
        holds
        with the Employer and/or any of its affiliates effective as of the termination
        date of the Executive’s employment hereunder, or, if applicable, effective as of
        a date selected by the Board; provided, however, that the foregoing resignation
        shall not prejudice or otherwise affect the Executive’s rights and obligations,
        if any, under this Agreement.
  (a)  Death
        or Disability .
        Except
        to the extent otherwise provided in Paragraphs 8, 11 and 12 with respect to
        death benefits and certain post-Date of Termination obligations of the parties,
        this Agreement shall terminate immediately as of the Date of Termination
        in the
        event of the Executive’s death or in the event that the Executive becomes
        Disabled (as hereinafter defined). The Board shall promptly give the Executive
        written notice of any such determination of the Executive’s Disability and of
        any decision of the Board to terminate the Executive’s employment by reason
        thereof. In the event of Disability, until the Date of Termination, the base
        salary payable to the Executive under Paragraph 3 hereof shall be reduced
        dollar-for-dollar by the amount of disability benefits, if any, paid to the
        Executive in accordance with any disability policy or program of the Employer.
  (b)  Discharge
        for Cause .
        In
        accordance with the procedures hereinafter set forth, the Board may discharge
        the Executive from the Executive’s employment hereunder for Cause (as
        hereinafter defined). Except to the extent otherwise provided in
        Paragraphs 8, 11 and 12 with respect to certain post-Date of
        Termination obligations of the parties, this Agreement shall terminate
        immediately as of the Date of Termination in the event the Executive is
        discharged for Cause. Any discharge of the Executive for Cause shall be
        communicated by a Notice of Termination to the Executive given in accordance
        with Paragraph 14 of this Agreement.
  (c)  Termination
        for Other Reasons .
        The
        Employer may discharge the Executive without Cause by giving written notice
        to
        the Executive in accordance with Paragraph 14. The Executive may resign
        from the Executive’s employment with or without
  3
  Good
        Reason, without liability to the Employer, by giving written notice to the
        Employer in accordance with Paragraph 14 at least thirty (30) days
        prior to the Date of Termination; provided, however, that no resignation
        shall
        be treated as a resignation for Good Reason unless the written notice thereof
        is
        given within sixty (60) days after the occurrence which constitutes “Good
        Reason” or during the ninety (90) day period described in the final
        sentence of Paragraph 7(d)(vi); provided, further, that the Employer
        retains the right after proper notice of the Executive’s voluntary termination
        to require the Executive to cease the Executive’s employment immediately. Except
        to the extent otherwise provided in Paragraphs 8, 11 and 12 with respect to
        certain post-Date of Termination obligations of the parties, this Agreement
        shall terminate immediately as of the Date of Termination in the event the
        Executive is discharged without Cause or resigns for any reason or no
        reason.
  (d)  Definitions .
        For
        purposes of this Agreement, the following capitalized terms shall have the
        meanings set forth below:
  (i)  “ Accrued
        Obligations ”
shall
        mean, as of the Date of Termination, the sum of (A) the Executive’s base
        salary under Paragraph 3 through the Date of Termination to the extent not
        theretofore paid, (B) the amount of any deferred compensation and other
        cash compensation accrued by the Executive as of the Date of Termination
        to the
        extent not theretofore paid, (C) any vacation pay, expense reimbursements
        and other cash entitlements accrued by the Executive as of the Date of
        Termination to the extent not theretofore paid, (D) any grants and awards
        vested or accrued under any equity-based incentive compensation plan or program
        and (E) all other benefits which have accrued as of the Date of
        Termination. For the purpose of this Paragraph 7(d)(i), except as provided
        in the applicable plan, program or policy, amounts shall be deemed to accrue
        ratably over the period during which they are earned, but no discretionary
        compensation shall be deemed earned or accrued until it is specifically approved
        by the Board in accordance with the applicable plan, program or
        policy.
  (ii)  “ Cause ”
shall
        mean (A) the Executive’s willful and continued (for a period of not less
        than ten (10) business days after written notice thereof) failure to
        perform substantially the duties of his employment (other than as a result
        of
        physical or mental incapacity, or while on vacation); or (B) the
        Executive’s engaging in illegal conduct or gross misconduct which is materially
        and demonstrably injurious to the Employer; or (C) the Executive’s
        conviction of a felony involving moral turpitude; provided, however, that
        no act
        or omission by the Executive shall constitute Cause hereunder unless the
        Employer has given detailed written notice thereof to the Executive, and
        the
        Executive has failed to remedy such act or omission.
  (iii)  “ Change
        in Control ”
shall
        mean the occurrence of any one of the following events:
  (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 Royal
        Financial or any of its subsidiaries, or (ii) a corporation owned directly
        or indirectly by the stockholders of Royal Financial in substantially the
        same
  4
  proportions
        as their ownership of stock of Royal Financial, is or becomes the “beneficial
        owner” (as defined in Rule 13d-3 under said Act), directly or indirectly,
        of securities of Royal Financial representing 25% or more of the total voting
        power of the then outstanding shares of capital stock of Royal Financial
        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
        Royal
        Financial, 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 Royal Financial,
        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 Royal Financial’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 Royal Financial (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
        Royal Financial or all or substantially all of Royal Financial’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 Royal Financial, 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 Royal Financial of a plan of complete liquidation
        or
        dissolution of Royal Financial.
  The
        Board
        has final authority to construe and interpret the provisions of the foregoing
        Paragraphs (A), (B), (C) and (D) and to determine the exact date on which a
        Change in Control has been deemed to have occurred thereunder.
  (iv)  “ Date
        of Termination ”
shall
        mean (A) in the event of a discharge of the Executive for or without Cause,
        the date the Executive receives a Notice of
  5
  Termination,
        or any later date specified in such Notice of Termination, as the case may
        be,
        (B) in the event of a resignation by the Executive, the date specified in
        the written notice to the Employer, which date shall be no less than thirty
        (30) days from the date of such written notice (or such earlier date as the
        Employer may elect in its sole discretion), (C) in the event of the
        Executive’s death, the date of the Executive’s death, and (D) in the event
        of termination of the Executive’s employment by reason of Disability pursuant to
        Paragraph 7(a), the date the Executive receives written notice of such
        termination.
  (v)  “ Disabled ”
and
        “ Disability ”
shall
        mean that the Executive will be deemed to be disabled upon the earlier of
        (i) the end of a six (6) consecutive month period, or an aggregate period
        of nine (9) months out of any consecutive twelve (12) months, during
        which, by reason of physical or mental injury or disease, the Executive has
        been
        unable to perform substantially all of the Executive’s usual and customary
        duties under this Agreement or (ii) the date that a reputable physician
        selected by the Board, and as to whom the Executive has no reasonable objection,
        determines in writing that the Executive will, by reason of physical or mental
        injury or disease, be unable to perform substantially all of the Executive’s
        usual and customary duties under this Agreement for a period of at least
        six
        (6) consecutive months. If any question arises as to whether the Executive
        is Disabled, upon reasonable request therefore by the Board, the Executive
        shall
        submit to a reasonable medical examination for the purpose of determining
        the
        existence, nature and extent of any such disability.
  (vi)  “ Good
        Reason ”
shall
        mean the occurrence, other than in connection with a discharge, of any of
        the
        following without the Executive’s consent: (A) the Executive is not
        re-elected or is removed from the positions with the Employer set forth in
        Paragraph 1(a), other than as a result of the Executive’s election or
        appointment to positions of equal or superior scope and responsibility; or
        (B) the Executive shall fail to be vested by the Employer with the power
        and authority of any of said positions, excluding for this purpose any isolated
        action not taken in bad faith and which is remedied by the Employer promptly
        after receipt of written notice thereof given by the Executive in accordance
        with Paragraph 14; or (C) any failure by the Employer to materially
        comply with any of the provisions of this Agreement, other than any isolated,
        insubstantial and inadvertent failure not occurring in bad faith and which
        is
        remedied by the Employer promptly after receipt of written notice thereof
        given
        by the Executive in accordance with Paragraph 14; or (D) the Employer
        requiring the Executive to be based at an office or location which is more
        than
        twenty (20) miles from any location of Royal Financial, the Bank or any of
        their subsidiaries as of the Effective Date or any renewal date of the extended
        term of this Agreement. In addition, any termination by the Executive during
        the
        ninety (90) day period beginning on the first anniversary of the date of a
        Change in Control shall be deemed to be for “Good Reason.”
  (vii)  “ Notice
        of Termination ”
shall
        mean a written notice which (A) indicates the specific termination
        provision in this Agreement relied upon, (B) sets forth in reasonable
        detail the facts and circumstances claimed to provide a basis for termination
        of
        the Executive’s employment under the provision so indicated and (C) if the
        Date of Termination is to be other than the date of receipt of such notice
        or
        the date otherwise specified under this Agreement, specifies the termination
        date.
  6
  8.  Obligations
        of the Employer Upon Termination .
        The
        following provisions describe the obligations of the Employer to the Executive
        under this Agreement upon termination of employment. However, except as
        explicitly provided in this Agreement, nothing in this Agreement shall limit
        or
        otherwise adversely affect any rights which the Executive may have under
        applicable law, under any other agreement with the Employer or any of its
        affiliates or subsidiaries, or under any compensation or benefit plan, program,
        policy or practice of the Employer or any of its affiliates or
        subsidiaries.
  (a)  Death,
        Disability, Discharge for Cause, or Resignation without Good
        Reason .
        In the
        event this Agreement terminates pursuant to Paragraph 7(a) by reason of the
        death or Disability of the Executive, pursuant to Paragraph 7(b) by reason
        of the discharge of the Executive by the Employer for Cause, or pursuant
        to
        Paragraph 7(c) by reason of the resignation of the Executive other than for
        Good Reason, the Employer shall pay to the Executive, or the Executive’s heirs
        or estate in the event of the Executive’s death, all Accrued Obligations in a
        lump sum in cash within thirty (30) days after the Date of Termination;
        provided, however, that any portion of the Accrued Obligations which consists
        of
        bonus, deferred compensation, incentive compensation, insurance benefits
        or
        other employee benefits shall be determined and paid in accordance with the
        terms of the relevant plan or policy as applicable to the
        Executive.
  (b)  Discharge
        without Cause or Resignation with Good Reason .
        In the
        event that this Agreement terminates pursuant to Paragraph 7(c) by reason
        of the discharge of the Executive by the Employer other than for Cause, death
        or
        Disability or by reason of the resignation of the Executive for Good
        Reason:
  (i)  The
        Employer shall pay all Accrued Obligations to the Executive in a lump sum
        in
        cash within thirty (30) days after the Date of Termination; provided,
        however, that any portion of the Accrued Obligations which consists of bonus,
        deferred compensation, incentive compensation, insurance benefits or other
        employee benefits shall be determined and paid in accordance with the terms
        of
        the relevant plan or policy as applicable to the Executive;
  (ii)  Within
        thirty (30) days after the Date of Termination, the Employer shall pay to
        the Executive a bonus for the year during which termination occurs, calculated
        as a pro rata portion of the Executive’s prior year’s bonus amount (if any)
        based on the number of days elapsed during the year through the Date of
        Termination;
  (iii)  Severance
        payments equal to one hundred percent (100%) of the sum of (A) the
        Executive’s then-current annual base salary, plus (B) the average of the
        sum of the bonus amounts earned by the Executive with respect to the three
        (3) calendar years (or such fewer number of years as Executive has been
        employed) immediately preceding the calendar year in which the Executive’s Date
        of Termination occurs, payable in substantially equal monthly installments
        for a
        period of twelve (12) months (the “ Severance
        Period ”)
        in
        accordance with the Employer’s regular payroll practices; and
  7
  (iv)  Continuation
        for the Severance Period of the Executive’s right to maintain COBRA continuation
        coverage under the applicable plans at premium rates on the same “cost-sharing”
basis as the applicable premiums paid for such coverage by active employees
        as
        of the Date of Termination.
  (c)  Effect
        of Change in Control .
        In the
        event that a Change in Control occurs and this Agreement thereafter terminates
        pursuant to Paragraph 7(c) by reason of the discharge of the Executive by
        the Employer other than for Cause, death or Disability, or by reason of the
        resignation of the Executive for Good Reason:
  (i)  The
        Employer shall pay all Accrued Obligations to the Executive in a lump sum
        in
        cash within thirty (30) days after the Date of Termination; provided,
        however, that any portion of the Accrued Obligations which consists of bonus,
        deferred compensation, incentive compensation, insurance benefits or other
        employee benefits shall be determined and paid in accordance with the terms
        of
        the relevant plan or policy as applicable to the Executive;
  (ii)  Within
        thirty (30) days after the Date of Termination, the Employer shall pay to
        the Executive a bonus for the year during which termination occurs, calculated
        as a pro rata portion of the Executive’s prior year’s bonus amount (if any)
        based on the number of days elapsed during the year through the Date of
        Termination;
  (iii)  The
        Employer shall pay the Executive a lump sum payment within thirty (30) days
        after such termination of employment in the amount of two (2) times the sum
        of
        the following:
  (A)  the
        amount of the Executive’s annual base salary determined as of the Date of
        Termination, or the date immediately preceding the date of the Change in
        Control, whichever is greater; plus
  (B)  the
        greater of (A) the Executive’s bonus amount, if any, for the calendar year
        immediately preceding that in which the Date of Termination occurs, or
        (B) the average of the sum of the bonus amounts earned by the Executive
        with respect to the three (3) calendar years (or such fewer number of years
        as Executive has been employed) immediately preceding the calendar year in
        which
        the Executive’s Date of Termination occurs, or if such sum would be greater,
        with respect to the three (3) calendar years immediately preceding the
        calendar year of the date of the Change in Control; plus
  (C)  the
        sum
        of:
  (I)  the
        annual value of the contributions that would have been expected to be made
        or
        credited by the Employer to, and benefits expected to be accrued under, the
        qualified and non-qualified employee profit sharing, 401(k), pension and
        any
        other benefit plans maintained by the Employer to or for the benefit of the
        Executive; plus
  8
  (II)  the
        annual value of the Other Benefits described in Paragraph 6(a) and (c)
        above.
  Notwithstanding
        the foregoing, if a Change in Control occurs and this Agreement is terminated
        prior to the Change in Control pursuant to Paragraph 7(c) by reason of the
        discharge of the Executive by the Employer other than for Cause, death or
        Disability or by reason of the resignation of the Executive for Good Reason,
        then the Executive shall be deemed for purposes of this Paragraph 8(c) to
        have so terminated pursuant to Paragraph 7(c) immediately following the
        date the Change in Control occurs if it is reasonably demonstrated by the
        Executive that such earlier termination was (i) at the request of a third
        party who had taken steps reasonably calculated to effect the Change in Control,
        or (ii) otherwise arose, or the circumstances that precipitated the
        termination otherwise arose, in connection with or in anticipation of the
        Change
        in Control.
  (d)  Effect
        on Other Amounts .
        The
        payments provided for in this Paragraph 8 shall be in addition to all other
        sums then payable and owing to the Executive, shall be subject to applicable
        federal and state income and other withholding taxes and shall be in full
        settlement and satisfaction of all of the Executive’s claims and demands. Upon
        such termination of this Agreement, the Employer shall have no rights or
        obligations under this Agreement, other than its obligations under this
        Paragraph 8, and the Executive shall have no rights and obligations under
        this Agreement, other than the Executive’s obligations under Paragraphs 11
        and 12 hereof (to the extent applicable); provided, however, termination of
        this Agreement shall not terminate the obligation of the Executive to pay
        to the
        Employer any amounts for which the Executive may be liable to the Employer
        under
        any provision of the Sarbanes-Oxley Act of 2002 (including, without limitation,
        Section 304 of such Act), or any rules and regulations promulgated thereunder,
        as amended from time to time.
  (e)  Conditions .
        Any
        payments or benefits made or provided pursuant to this Paragraph 8 are
        subject to the Executive’s:
  (i)  compliance
        with the provisions of Paragraphs 11 and 12 hereof (to the extent
        applicable);
  (ii)  delivery
        to the Employer of an executed Release and Severance Agreement, which shall
        be
        substantially in the form attached hereto as Exhibit A, with such changes
        therein or additions thereto as needed under then applicable law to give
        effect
        to its intent and purpose; and
  (iii)  delivery
        to the Employer of a resignation from all offices, directorships and fiduciary
        positions with the Employer, its affiliates and employee benefit
        plans.
  Notwithstanding
        the due date of any post-employment payments, any amounts due under this
        Paragraph 8 shall not be due until after the expiration of any revocation
        period applicable to the Release and Severance Agreement.
  9
  9.  Certain
        Additional Payments by the Employer .
  (a)  Anything
        in this Agreement to the contrary notwithstanding, in the event it shall
        be
        determined that any payment or distribution by the Employer to or for the
        benefit of the Executive (whether paid or payable or distributed or
        distributable pursuant to the terms of this Agreement or otherwise, but
        determined without regard to any additional payments required under this
        Paragraph 9) (a “Payment”) would be subject to the excise tax imposed by
        Section 4999 of the Internal Revenue Code of 1986, as amended, (the “Code”)
        or if any interest or penalties are incurred by the Executive with respect
        to
        such excise tax (such excise tax, together with any such interest and penalties,
        being hereinafter collectively referred to as the “Excise Tax”), then the amount
        of the Payment payable to the Executive shall be reduced (a “Reduction”) to the
        extent necessary so that no portion of such Payment is subject to the Excise
        Tax.
  (b)  All
        determinations required to be made under this Paragraph 9 and the
        assumptions to be utilized in arriving at such determination, shall be made
        by
        the independent public accountants then regularly retained by the Employer
        (the
“Accounting Firm”) in consultation with counsel acceptable to Executive, which
        shall promptly provide detailed supporting calculations both to the Employer
        and
        the Executive following any determination that a Reduction is necessary.
        In the
        event that the Accounting Firm is serving as accountant or auditor for the
        individual, entity or group effecting a Change in Control, the Executive
        shall
        appoint another nationally recognized accounting firm to make the determinations
        required hereunder (which accounting firm shall then be referred to as the
        Accounting Firm hereunder) in consultation with counsel acceptable to Executive.
        All fees and expenses of the Accounting Firm and such counsel shall be borne
        solely by the Employer. Any good faith determination by the Accounting Firm
        shall be binding upon the Employer and the Executive.
  10.  Enforcement .
        In the
        event the Employer shall fail to pay any amounts due to the Executive under
        this
        Agreement as they come due, the Employer agrees to pay interest on such amounts
        at a rate equal to the prime rate plus four percent (4%) per annum (as from
        time
        to time published in *The
        Wall Street Journal (Midwest Edition)* ).
        The
        Employer agrees that Executive and any successor shall be entitled to recover
        all costs of successfully enforcing any provision of this Agreement, including
        reasonable attorneys fees and costs of litigation, if Executive is the
        prevailing party.
  11.  Confidential
        Information .
  The
        Executive shall not at any time during or following the Executive’s employment
        with the Employer, directly or indirectly, disclose or use on the Executive’s
        behalf or another’s behalf, publish or communicate, except in the course of the
        Executive’s employment and in the pursuit of the business of the Employer or any
        of its subsidiaries or affiliates, any proprietary information or data of
        the
        Employer or any of its subsidiaries or affiliates, which is not generally
        known
        to the public or which could not be recreated through public means and which
        the
        Employer may reasonably regard as confidential and proprietary. The Executive
        recognizes and acknowledges that all knowledge and information which the
        Executive has or may acquire in the course of the Executive’s employment, such
        as, but not limited to the business, developments, procedures, techniques,
        activities or services of the Employer or the
  10
  business
        affairs and activities of any customer, prospective customer, individual
        firm or
        entity doing business with the Employer are its sole valuable property, and
        shall be held by Executive in confidence and in trust for their sole benefit.
        All records of every nature and description which come into the Executive’s
        possession, whether prepared by the Executive, or otherwise, shall remain
        the
        sole property of the Employer and upon termination of the Executive’s employment
        for any reason, said records shall be left with the Employer as part of its
        property.
  12.  Non-Competition;
        Non-Solicitation .
        The
        Executive acknowledges that the Employer and its affiliates and subsidiaries
        by
        nature of their respective businesses have a legitimate and protectable interest
        in their clients, customers and employees with whom they have established
        significant relationships as a result of a substantial investment of time
        and
        money, and but for the Executive’s employment hereunder, the Executive would not
        have had contact with such clients, customers and employees. The Executive
        agrees that during the period of the Executive’s employment with the Employer
        and for a period of one (1) year after termination of the Executive’s employment
        for any reason (the “ Non-Compete
        Period ”),
        the
        Executive will not (except in the Executive’s capacity as an employee of the
        Employer) directly or indirectly, for the Executive’s own account, or as an
        agent, employee, director, owner, partner, or consultant of any corporation,
        firm, partnership, joint venture, syndicate, sole proprietorship or other
        entity
        which has a place of business (whether as a principal, division, subsidiary,
        affiliate, related entity, or otherwise) located within the Market Area (as
        hereinafter defined):
  (a)  engage,
        directly or indirectly, in any business that provides banking products or
        services or that otherwise competes in any way with the Employer or any of
        its
        subsidiaries or affiliates;
  (b)  solicit
        or induce, or attempt to solicit or induce any client or customer of the
        Employer or any of its subsidiaries or affiliates not to do business with
        the
        Employer or any of its subsidiaries or affiliates; or
  (c)  solicit
        or induce, or attempt to solicit or induce, any employee or agent of the
        Employer or any of its subsidiaries or affiliates to terminate his or her
        relationship with the Employer or any of its subsidiaries or
        affiliates.
  For
        purposes of this Agreement, “ Market
        Area ”
shall
        be an area encompassed within a twenty (20) mile radius surrounding any
        location of Royal Financial, the Bank or any of their subsidiaries as of
        the
        Date of Termination of employment.
  The
        foregoing provisions shall not be deemed to prohibit (i) the Executive’s
        ownership, not to exceed five percent (5%) of the outstanding shares, of
        capital
        stock of any corporation whose securities are publicly traded on a national
        or
        regional securities exchange or in the over-the-counter market or (ii) the
        Executive serving as a director of other corporations and entities to the
        extent
        these directorships do not inhibit the performance of the Executive’s duties
        hereunder or conflict with the business of the Employer.
  13.  Remedies .
  (a)  The
        Executive acknowledges that the restraints and agreements herein provided
        are
        fair and reasonable, that enforcement of the provisions of Paragraphs 11
        and 12 will
  11
  not
        cause
        the Executive undue hardship and that said provisions are reasonably necessary
        and commensurate with the need to protect the Employer and its legitimate
        and
        proprietary business interests and property from irreparable harm. The Executive
        acknowledges and agrees that (a) a breach of any of the covenants and
        provisions contained in Paragraphs 11 or 12 above, will result in
        irreparable harm to the business of the Employer, (b) a remedy at law in
        the form of monetary damages for any breach by the Executive of any of the
        covenants and provisions contained in Paragraphs 11 and 12 is inadequate,
        (c) in addition to any remedy at law or equity for such breach, the
        Employer shall be entitled to institute and maintain appropriate proceedings
        in
        equity, including a suit for injunction to enforce the specific performance
        by
        Executive of the obligations hereunder and to enjoin Executive from engaging
        in
        any activity in violation hereof and (d) the covenants on the Executive’s
        part contained in Paragraphs 11 and 12, shall be construed as agreements
        independent of any other provisions in this Agreement, and the existence
        of any
        claim, setoff or cause of action by the Executive against the Employer, whether
        predicated on this Agreement or otherwise, shall not constitute a defense
        or bar
        to the specific enforcement by the Employer of said covenants. In the event
        of a
        breach or a violation by the Executive of any of the covenants and provisions
        of
        this Agreement, the running of the Non-Compete Period (but not of Executive’s
        obligation thereunder) shall be tolled during the period of the continuance
        of
        any actual breach or violation.
  (b)  The
        parties hereto agree that the covenants set forth in Paragraphs 11 and 12
        are reasonable with respect to their duration, geographical area and scope.
        If
        the final judgment of a court of competent jurisdiction declares that any
        term
        or provision of Paragraph 11 or 12 is invalid or unenforceable, the parties
        agree that the court making the determination of invalidity or unenforceability
        shall have the power to reduce the scope, duration, or area of the term or
        provision, to delete specific words or phrases, or to replace any invalid
        or
        unenforceable term or provision with a term or provision that is valid and
        enforceable and that comes closest to expressing the intention of the invalid
        or
        unenforceable term or provision, and this Agreement shall be enforceable
        as so
        modified after the expiration of the time within which the judgment may be
        appealed.
  14.  Notices .
        Any
        notice or other communication required or permitted to be given hereunder
        shall
        be determined to have been duly given to any party (a) upon delivery to the
        address of such party specified below if delivered personally or by courier;
        (b) upon dispatch if transmitted by telecopy or other means of facsimile,
        provided a copy thereof is also sent by regular mail or courier; (c) within
        forty-eight (48) hours after deposit thereof in the U.S. mail, postage
        prepaid, for delivery as certified mail, return receipt requested; or
        (d) within twenty-four (24) hours after deposit thereof with a reputable
        overnight courier (charges prepaid), addressed, in any case to the party
        at the
        following address(es) or telecopy numbers:
  (a)  If
        to
        Executive, at the address set forth on the signature
        page hereof.
  12
  (b)  If
        to the
        Employer:
  Royal
        Financial, Inc.
 Royal
        Savings Bank
 9226
        S.
        Commercial Avenue
 Chicago,
        IL 60617
 Attn:
        Chief Executive Officer
 Telecopy
        No.: (773) 768-4747
  with
        a
        copy to:
  Vedder,
        Price, Kaufman & Kammholz, P.C.
 222
        North
        LaSalle Street
 Chicago,
        Illinois 60601-1003
 Attn:
        Daniel C. McKay, II
 Telecopy
        No.: (312) 609-5005
  or
        to
        such other address(es) or telecopy number(s) as any party may designate by
        written notice in the aforesaid manner.
  15.  Full
        Settlement; No Mitigation .
        The
        Employer’s obligation to make the payments and provide the benefits provided for
        in this Agreement and otherwise to perform its obligations hereunder shall
        not
        be affected by any set-off, counterclaim, recoupment, defense or other claim,
        right or action which the Employer may have against the Executive or others.
        In
        no event shall the Executive be obligated to seek other employment or take
        any
        other action by way of mitigation of the amounts payable to the Executive
        under
        any of the provisions of this Agreement, and such amounts shall not be reduced
        whether or not the Executive obtains other employment.
  16.  Payment
        in the Event of Death .
        In the
        event payment is due and owing by the Employer to the Executive under this
        Agreement upon the death of the Executive, payment shall be made to such
        beneficiary as the Executive may designate in writing, or failing such
        designation, then the executor of the Executive’s estate, in full settlement and
        satisfaction of all claims and demands on behalf of the Executive, shall
        be
        entitled to receive all amounts owing to the Executive at the time of the
        Executive’s death under this Agreement. Such payments shall be in addition to
        any other death benefits of the Employer and in full settlement and satisfaction
        of all severance benefit payments provided for in this Agreement.
  17.  Entire
        Understanding .
        This
        Agreement constitutes the entire understanding between the parties relating
        to
        Executive’s employment hereunder and supersedes and cancels all prior written
        and oral understandings and agreements with respect to such matters and except
        for the terms and provisions of any employee benefit or other compensation
        plans
        (or any agreements or awards thereunder), referred to in this Agreement,
        or as
        otherwise expressly contemplated by this Agreement.
  13
  18.  Binding
        Effect .
        This
        Agreement shall be binding upon and inure to the benefit of the heirs and
        representatives of the Executive and the successors and assigns of the Employer.
        The Employer shall require any successor (whether direct or indirect, by
        purchase, merger, reorganization, consolidation, acquisition of property
        or
        stock, liquidation, or otherwise) to all or a substantial portion of its
        assets,
        by agreement in form and substance reasonably satisfactory to the Executive,
        expressly to assume and agree to perform this Agreement in the same manner
        and
        to the same extent that the Employer would be required to perform this Agreement
        if no such succession had taken place. Regardless of whether such an agreement
        is executed, this Agreement shall be binding upon any successor of the Employer
        in accordance with the operation of law, and such successor shall be deemed
        the
“Employer” for purposes of this Agreement.
  19.  Tax
        Withholding .
        The
        Employer shall provide for the withholding of any taxes required to be withheld
        by federal, state, or local law with respect to any payment in cash, shares
        of
        stock and/or other property made by or on behalf of the Employer to or for
        the
        benefit of the Executive under this Agreement or otherwise. The Employer
        may, at
        its option: (a) withhold such taxes from any cash payments owing from the
        Employer to the Executive, (b) require the Executive to pay to the Employer
        in cash such amount as may be required to satisfy such withholding obligations
        and/or (c) make other satisfactory arrangements with the Executive to
        satisfy such withholding obligations.
  20.  No
        Assignment .
        Except
        as otherwise expressly provided herein, this Agreement is not assignable
        by any
        party and no payment to be made hereunder shall be subject to anticipation,
        alienation, sale, transfer, assignment, pledge, encumbrance or other
        charge.
  21.  Execution
        in Counterparts .
        This
        Agreement may be executed by the parties hereto in two (2) or more
        counterparts, each of which shall be deemed to be an original, but all such
        counterparts shall constitute one and the same instrument, and all signatures
        need not appear on any one counterpart.
  22.  Jurisdiction
        and Governing Law .
        Jurisdiction over disputes with regard to this Agreement shall be exclusively
        in
        the courts of the State of Illinois, and this Agreement shall be construed,
        interpreted and enforced in accordance with and governed by the laws of the
        State of Illinois, without regard to the choice of laws provisions of such
        State.
  23.  Severability .
        If any
        provision of this Agreement shall be adjudged by any court of competent
        jurisdiction to be invalid or unenforceable for any reason, such judgment
        shall
        not affect, impair or invalidate the remainder of this Agreement. Furthermore,
        if the scope of any restriction or requirement contained in this Agreement
        is
        too broad to permit enforcement of such restriction or requirement to its
        full
        extent, then such restriction or requirement shall be enforced to the maximum
        extent permitted by law, and the Executive consents and agrees that any court
        of
        competent jurisdiction may so modify such scope in any proceeding brought
        to
        enforce such restriction or requirement.
  24.  Survival .
        Provisions of this Agreement shall survive the termination of the Executive’s
        employment with the Employer to the extent provided herein.
  14
  25.  Waiver .
        The
        waiver of any party hereto of a breach of any provision of this Agreement
        by any
        other party shall not operate or be construed as a waiver of any subsequent
        breach.
  26.  Amendment .
        No
        change, alteration or modification hereof may be made except in a writing,
        signed by each of the parties hereto.
  27.  Construction .
        The
        language used in this Agreement will be deemed to be the language chosen
        by
        Employer and the Executive to express their mutual intent and no rule of
        strict
        construction shall be applied against any person. Wherever from the context
        it
        appears appropriate, each term stated in either the singular of plural shall
        include the singular and the plural, and the pronouns stated in either the
        masculine, the feminine or the neuter gender shall include the masculine,
        feminine or neuter. The headings of the Paragraphs of this Agreement are
        for
        reference purposes only and do not define or limit, and shall not be used
        to
        interpret or construe the contents of this Agreement.
  28.  No
        Duplication .
        Notwithstanding anything herein to the contrary, to the extent that any
        compensation or benefits are paid to or received by the Executive from the
        Bank,
        Royal Financial or any other subsidiary of Royal Financial or the Bank, such
        compensation or benefits shall be subtracted from any amounts simultaneously
        due
        hereunder from Royal Financial and/or the Bank, as the case may be.
  **[SIGNATURE
        PAGE FOLLOWS]**
  15
  IN
        WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
        as of the day and year first above written.
  **ROYAL
                    FINANCIAL, INC.**By:
                /s/
                    Donald A. MollTitle:
                President
                    and CEO
 
 **ROYAL
                    SAVINGS BANK**By:
                /s/
                    Donald A. MollTitle:
                President
                    and CEO
  **EXECUTIVE**
                    
                    /s/
                      Leonard Szwajkowski
 Address:
                  1717
                    Prairie #1606
                  
                  Name:
                  Leonard
                      SzwajkowskiChicago,
                      IL 60616Telecopy
                      No.:
 16
  **Exhibit A
        to Employment Agreement**
  **RELEASE
        AND SEVERANCE AGREEMENT**
  THIS
        RELEASE AND SEVERANCE AGREEMENT is made and entered into this ____ day of
        _________, _____ by and between Royal Financial, Inc. and its subsidiaries
        and
        affiliates (including, without limitation, Royal Savings Bank) (collectively,
        the “ Company ”)
        and
        Leonard Szwajkowski (hereinafter “ EXECUTIVE ”).
  EXECUTIVE’S
        employment with the Company terminated on __________, ______; and EXECUTIVE
        has
        voluntarily agreed to the terms of this RELEASE AND SEVERANCE AGREEMENT in
        exchange for severance benefits under the Employment Agreement (“ Employment
        Agreement ”)
        to
        which EXECUTIVE otherwise would not be entitled.
  NOW
        THEREFORE, in consideration for severance benefits provided under the Employment
        Agreement, EXECUTIVE on behalf of EXECUTIVE and EXECUTIVE’S spouse, heirs,
        executors, administrators, children, and assigns does hereby fully release
        and
        discharge the company, its officers, directors, employees, agents, subsidiaries
        and divisions, benefit plans and their administrators, fiduciaries and insurers,
        successors, and assigns from any and all claims or demands for wages, back
        pay,
        front pay, attorneys’ 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 of these presents,
        relating to EXECUTIVE’S 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 and the Older Workers Benefit Protection
        Act.
  EXECUTIVE
        acknowledges that EXECUTIVE’S obligations pursuant to Paragraphs 11
        and 12, of the Employment Agreement relating to the use or disclosure of
        confidential information and non-solicitation of customers and employees
        shall
        continue to apply to EXECUTIVE.
  This
        Release and Settlement Agreement supersedes any and all other agreements
        between
        EXECUTIVE 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 EXECUTIVE’S right to any benefits to which EXECUTIVE may
        be entitled under any employee benefit plan, program or arrangement sponsored
        or
        provided by the Company, including but not limited to the Employment Agreement
        and the plans, programs and arrangements referred to therein.
  EXECUTIVE
          and the Company acknowledge that it is their mutual intent that the Age
          Discrimination in Employment Act waiver contained herein fully comply with
          the
          Older Workers Benefit Protection Act. Accordingly, EXECUTIVE acknowledges
          and
          agrees that:
 A-1
  (a)  The
        severance benefits exceed the nature and scope of that to which EXECUTIVE
        would
        otherwise have been legally entitled to receive.
  (b)  Execution
        of this Agreement and the Age Discrimination in Employment Act waiver herein
        is
        EXECUTIVE’S knowing and voluntary act;
  (c)  EXECUTIVE
        has been advised by the Company to consult with EXECUTIVE’S personal attorney
        regarding the terms of this Agreement, including the aforementioned
        waiver;
  (d)  EXECUTIVE
        has had at least twenty-one (21) calendar days within which to consider
        this Agreement;
  (e)  EXECUTIVE
        has the right to revoke this Agreement in full within seven (7) calendar
        days of execution and that none of the terms and provisions of this Agreement
        shall become effective or be enforceable until such revocation period has
        expired;
  (f)  EXECUTIVE
        has read and fully understands the terms of this Agreement; and
  (g)  Nothing
        contained in this Agreement purports to release any of EXECUTIVE’S rights or
        claims under the Age Discrimination in Employment Act that may arise after
        the
        date of execution.
  IN
        WITNESS WHEREOF, the parties have executed this Agreement on the date indicated
        above.
  **ROYAL
                        FINANCIAL, INC.,**
                    
                    **EXECUTIVE**for
                        itself and its Subsidiaries and AffiliatesBy:Its:
                    
                    
                    Leonard
                        Szwajkowski