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                                    FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended DECEMBER 31, 1997

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

            For the transition period from ___________ to ___________

                         Commission File Number 0-26366

                     ROYAL BANCSHARES OF PENNSYLVANIA, INC.
             (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                                23-2812193
(State or other jurisdiction of                    (IRS Employer
incorporation or organization)                   Identification No.)

               732 MONTGOMERY AVENUE, NARBERTH, PENNSYLVANIA 19072
                    (Address of principal executive offices)

Registrant's telephone number, including area code                (610) 668-4700

Securities registered pursuant to Section 12(b) of the Act:            NONE

Securities registered pursuant to Section 12(g) of the Act:
                                        CLASS A COMMON STOCK   ($2.00 PAR VALUE)
                                        CLASS B COMMON STOCK   ($ .10 PAR VALUE)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days . Yes [ X ] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contended,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K . [ X ]

         The aggregate market value of common shares of the Registrant held by
non affiliates, based on the closing sale price as of February 28, 1998 was
$78,357,352.

         As of February 28, 1998, the Registrant had 7,021,161 and 1,587,921
shares outstanding of Class A and Class B common stock, respectively.


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ITEM 1. BUSINESS.

THE COMPANY

         Royal Bancshares of Pennsylvania, Inc. ("RBPA" or the "Registrant") is
a Pennsylvania business corporation and a bank holding company registered under
the federal Bank Holding Company Act of 1956, as amended (the "Holding Company
Act"), and is supervised by the Board of Governors of the Federal Reserve System
(Federal Reserve Board). Its legal headquarters is located at 732 Montgomery
Avenue, Narberth, PA. On June 29, 1995, pursuant to the plan of reorganization
approved by the shareholders of Royal Bank of Pennsylvania (the "Bank"), all of
the outstanding shares of common stock of the Bank were acquired by the RBPA and
were exchanged on a one-for-one basis for common stock of RBPA. The principal
activities of RBPA are owning and supervising the Bank, which engages in a
general banking business in Montgomery County, Pennsylvania. RBPA also has a
wholly-owned nonbank subsidiary, Royal Investments of Delaware, Inc., which is
engaged in investment activities. At December 31, 1997, RBPA had consolidated
total assets of approximately $416.6 million, total deposits of approximately
$265.4 million and stockholders' equity of approximately $89.6 million.

         From time to time, RBPA may include forward-looking statements relating
to such matters as anticipated financial performance, business prospects,
technological developments, new products, research and development activities
and similar matters in this and other filings with the Securities Exchange
Commission. The Private Securities Litigation Reform Act of 1995 provides safe
harbor for forward-looking statements. In order to comply with the terms of the
safe harbor, RBPA notes that a variety of factors could cause RBPA's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in RBPA's forward-looking statements. The risks and
uncertainties that may affect the operations, performance development and
results of RBPA's business include the following: general economic conditions,
including their impact on capital expenditures; business conditions in the
banking industry; the regulatory environment; rapidly changing technology and
evolving banking industry standards; competitive factors, including increased
competition with community, regional and national financial institutions; new
service and product offerings by competitors and price pressures and similar
items.

THE BANK

         The Bank was incorporated in the Commonwealth of Pennsylvania on July
30, 1963, and was chartered by the Commonwealth of Pennsylvania Department of
Banking and commenced operation as a Pennsylvania state-chartered bank on
October 22, 1963. The Bank is the successor of the Bank of King of Prussia, the
principal ownership of which was acquired by Daniel M. Tabas in 1980. Royal Bank
of Pennsylvania is an insured bank under the Federal Deposit Insurance
Corporation (the "FDIC").

         The Bank derives its income principally from interest charged on loans
and to a lesser extent, interest on investment securities and fees received in
connection with the origination of loans and other services. The Bank's
principal expenses are interest expense on deposits and operating expenses.
Funds for activities are provided principally by operating revenues, deposit
growth and the repayment of outstanding loans.

         Service Area. The Bank's primary service area includes Montgomery,
Chester, Bucks, Delaware, Berks and Philadelphia counties, southern New Jersey
and Delaware in the vicinity of Wilmington. This area includes residential areas
and industrial and commercial businesses of the type usually found within a
major metropolitan area. The Bank serves this area from thirteen offices located
throughout Montgomery, Philadelphia and Berks counties. The Bank also considers
the states of Pennsylvania, New Jersey, New


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York and Delaware to constitute its service area for certain services. On
occasion, the Bank will do business with clients located outside of its service
area. The Bank's legal headquarters are located at Route 202 and Warner Road,
King of Prussia, PA.

         The Bank conducts business operations as a commercial bank offering
checking accounts, savings and time deposits, and loans, including residential
mortgages, home equity and SBA loans. The Bank also offers safe deposit boxes,
collections, and other customary bank services (excluding trust) to its
customers. Drive-up, ATM, and night depository facilities are available.
Services may be added or deleted from time to time. The services offered and the
business of the Bank are not subject to significant seasonal fluctuations. The
Bank is a member of the Federal Reserve Fedline Wire Transfer System.

         Competition. The Bank is subject to intense competition from commercial
banks, thrifts and other financial institutions. The Bank actively competes with
such banks and institutions for local deposits and local retail and commercial
accounts, and is also subject to competition from banks from areas outside its
service area for certain segments of its business. For a number of years,
competition has been increasing in the Bank's basic banking business because of
the growing number of financial service entities that have entered our local
market. This trend was accelerated by the passage of federal laws in the early
1980's which sharply expanded the powers of thrifts and credit unions, giving
them most of the powers that were formerly reserved for commercial banks. While
attempting to equalize the competition among the depository institutions, these
statutes have little effect on less regulated entities such as money market
mutual funds and investment banking firms. Many of these competitors have
substantially greater financial resources and more extensive branch systems. To
be successful, small banks must find a competitive edge. The Bank prides itself
on giving its customers personalized service. The Bank has continued at modest
levels its research activities relating to the development of new services and
the improvement of existing bank services. Marketing activities have continued
that have allowed the Bank to remain competitive. These activities include the
review of existing services and the solicitation of new users of banking
services. The Bank is not dependent upon a single customer or a small number of
customers, the loss of which should have a material adverse effect on the Bank
or RBPA.

         Employees. RBPA employed approximately 125 persons on a full-time
equivalent basis as of December 31, 1997.

         Deposits. At December 31, 1997, total deposits of the Bank were
distributed among demand deposits (14%), money market deposit accounts, savings
and Super Now (32%) and time deposits (53%). At year end 1997, deposits
decreased $11.2 million from year end 1996, or 4.4%, primarily due to decreases
experienced in certificate of deposits and to a lesser extent, NOW and money
market deposits. We note that the Bank or any bank could be financially stressed
in the event a material number of the depositors elected to withdraw deposits
from the institution within a short period of time. Conceivably, this could
occur even though the FDIC insures each depositor for up to $100,000.

         Lending. At December 31, 1996, the Bank had a total loan portfolio of
$291 million, representing 69% of total assets. The loan portfolio is
categorized into commercial, commercial mortgages, residential mortgages
(including home equity lines of credit), construction, and installment loans.

         Current market and regulatory trends in banking are changing the basic
nature of the banking industry. The Bank intends to keep pace with the banking
industry by being competitive with respect to interest rates and new types or
classes of deposits insofar as it is practical to do so consistent with the
Bank's size, objective of profit maintenance and stable capital structure.


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NON-BANK  SUBSIDIARY

         On June 30, 1995, RBPA established a special purpose Delaware
investment company, Royal Investments of Delaware, Inc., ("RID") as a
wholly-owned subsidiary. Its legal headquarters is at 103 Springer Building,
3411 Silverside Road, Wilmington, DE. RID buys, holds and sells investment
securities. At December 31, 1997, total assets of RID were $27.9 million, of
which $18 million was held in investment securities comprised primarily of
corporate debt and equity securities.

SUPERVISION AND REGULATION

         Holding Company. RBPA, as a Pennsylvania business corporation, is
subject to the jurisdiction of the Securities and Exchange Commission (the
"SEC") and of state securities commissions for matters relating to the offering
and sale of its securities. Accordingly, if RBPA wishes to issue additional
shares of its Common Stock, in order, for example, to raise capital or to grant
stock options, RBPA will have to comply with the registration requirements of
the Securities Act of 1933 as amended, or find an applicable exemption from
registration.

         RBPA is subject to the provisions of the Bank Holding Company Act of
1956, as amended (the "BHC Act"), and to supervision by the Federal Reserve
Board. The BHC Act requires RBPA to secure the prior approval of the Federal
Reserve Board before it owns or controls, directly or indirectly, more than 5%
of the voting shares of any corporation, including another bank. In addition,
the BHC Act prohibits RBPA from acquiring more than 5 % of the voting shares of,
or interest in, or all or substantially all of the assets of, any bank located
outside Pennsylvania, unless such an acquisition is specifically authorized by
laws of the state in which such bank is located.

         A bank holding company also is prohibited from engaging in or acquiring
direct or indirect control of more than 5% of the voting shares of any such
company engaged in non-banking activities unless the Federal Reserve Board, by
order or regulation, has found such activities to be closely related to banking
or managing or controlling banks as to be a proper incident thereto. In making
this determination, the Federal Reserve Board considers whether the performance
of these activities by a bank holding company would offer benefits to the public
that outweigh possible adverse effects.

         As a bank holding company, RBPA is required to file an annual report
with the Federal Reserve Board and any additional information that the Federal
Reserve Board may require pursuant to the BHC Act. The Federal Reserve Board may
also make examinations of the holding company and any or all of subsidiaries.
Further, under Section 106 of the 1970 amendments to the BHC Act and the Federal
Reserve Board's regulation, a bank holding company and its subsidiaries are
prohibited from engaging in certain tying arrangements in connection with any
extension of credit or provision of credit of any property or services. The so
called "anti-tying" provisions state generally that a bank may not extend
credit, lease, sell property or furnish any service to a customer on the
condition that the customer obtain additional credit or service from the bank,
its bank holding company or any other subsidiary of its bank holding company, or
on the condition that the customer not obtain other credit or services from a
competitor of the bank, its bank holding company or any subsidiary of its bank
holding company.

         Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the Federal Reserve Act and by state banking laws on any
extensions of credit to the bank holding company or any of its subsidiaries, on
investments in the stock or other securities of the bank holding company and on
taking of such stock or securities as collateral for loans to any borrower.


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         Under Pennsylvania law, RBPA is permitted to control an unlimited
number of banks. However, RBPA would be required under the BHC Act to obtain the
prior approval of the Federal Reserve Board before acquiring all or
substantially all of the assets of any bank, or acquiring ownership or control
of any voting shares of any other than the Bank, if, after such acquisition,
would control more than 5% of the voting shares of such bank.

         The Bank. The deposits of Royal Bank of Pennsylvania are insured by the
FDIC. The Bank is subject to supervision, regulation and examination by the
Pennsylvania Department of Banking and by the FDIC. In addition, the Bank is
subject to a variety of local, state and federal laws that affect its operation.

         Under the Pennsylvania Banking Code of 1965, as amended, the ("Code"),
the Registrant has been permitted since March 4, 1990 to control an unlimited
number of banks. However, the Registrant would be required under the Bank
Holding Company Act to obtain the prior approval of the Federal Reserve Board
before it could acquire all or substantially all of the assets of any bank, or
acquiring ownership or control of any voting shares of any bank other than the
Bank, if, after such acquisition, the registrant would own or control more than
5 percent of the voting shares of such bank. The Bank Holding Company Act has
been amended by the Riegle-Neal Interstate Banking and Branching Act of 1994
which authorizes bank holding companies subject to certain limitations and
restrictions to acquire banks located in any state.

         In 1995, the Code was amended to harmonize Pennsylvania law with the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 to enable
Pennsylvania institutions to participate fully in interstate banking and to
remove obstacles to the choice by banks from other states engaged in interstate
banking to select Pennsylvania as a head office location. Some of the more
salient features of the amendment are described below.

         A bank holding company located in Pennsylvania, another state, the
District of Columbia or a territory or possession of the United States may
control one or more banks, bank and trust companies, national banks, interstate
banks and, with the prior written approval of the Pennsylvania Department of
Banking, may acquire control of a bank and trust company or a national bank
located in Pennsylvania. A Pennsylvania-chartered institution may maintain
branches in any other state, the District of Columbia, or a territory or
possession of the United States upon the written approval of the Pennsylvania
Department of Banking.

         Finally, a banking institution existing under the laws of another
jurisdiction may establish a branch in Pennsylvania if the laws of the
jurisdiction in which it is located permit a Pennsylvania-chartered institution
or a national bank located in Pennsylvania to establish and maintain a branch in
such jurisdiction on substantially the same terms and conditions.

         In 1995, the Pennsylvania General Assembly enacted the Economic
Development Agency, Fiduciary and Lender Environmental Liability Protection Act
which, among other things, provides protection to lenders from environmental
liability and remediation costs under the environmental laws for releases and
contamination caused by others. A lender who engages in activities involved in
the routine practices of commercial lending, including, but not limited to, the
providing of financial services, holding of security interests, workout
practices, foreclosure or the recovery of funds from the sale of property shall
not be liable under the environmental acts or common law equivalents to the
Pennsylvania Department of Environmental resources or to any other person by
virtue of the fact that the lender engages in such commercial lending practices.
A lender, however, will be liable if it, its employees or agents, directly cause
an immediate release or directly exacerbate a release of regulated substances on
or from the property, or knowingly and willfully compelled the borrower to
commit an action which caused such release or violation of an environmental act.
The Economic Development Agency, Fiduciary and Lender Environmental


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Liability Protection Act, however, does not limit federal liability which still
exists under certain circumstances.

         A subsidiary bank of a holding company is subject to certain
restrictions imposed by the Federal Reserve Act, as amended, on any extensions
of credit to the bank holding company or its subsidiaries, on investments in the
stock or other securities of the bank holding company or its subsidiaries, and
on taking such stock or securities as collateral for loans. The Federal Reserve
Act, as amended, and Federal Reserve Board regulations also place certain
limitations and reporting requirements on extensions of credit by a bank to
principal shareholders of its parent holding company, among others, and to
related interests of such principal shareholders. In addition, such legislation
and regulations may affect the terms upon which any person who becomes a
principal shareholder of a holding company may obtain credit from banks with
which the subsidiary bank maintains a correspondent relationship.

         Federal law also prohibits the acquisition of control of a bank holding
company without prior notice to certain federal bank regulators. Control is
defined for this purpose as the power, directly or indirectly, to direct the
management or policies of the bank or bank holding company or to vote 25% or
more of any class of voting securities of the bank holding company.

         From time to time, various types of federal and state legislation have
been proposed that could result in additional regulation of, and restrictions
on, the business of the Bank. It cannot be predicted whether any such
legislation will be adopted or how such legislation would affect the business of
the Bank. As a consequence of the extensive regulation of commercial banking
activities in the United States, the Bank's business is particularly susceptible
to being affected by federal legislation and regulations that may increase the
costs of doing business.

         Under the Federal Deposit Insurance Act ("FDIC Act"), the FDIC
possesses the power to prohibit institutions regulated by it (such as the Bank)
from engaging in any activity that would be an unsafe and unsound banking
practice or in violation of applicable law. Moreover, the FDIC Act: (i) empowers
the FDIC to issue cease-and-desist or civil money penalty orders against the
Bank or its executive officers, directors and/or principal shareholders based on
violations of law or unsafe and unsound banking practices; (ii) authorizes the
FDIC to remove executive officers who have participated in such violations or
unsound practices; (iii) restricts lending by the Bank to its executive
officers, directors, principal shareholders or related interests thereof; (iv)
restricts management personnel of a bank from serving as directors or in other
management positions with certain depository institutions whose assets exceed a
specified amount or which have an office within a specified geographic area.
Additionally, the FDIC Act provides that no person may acquire control of the
Bank unless the FDIC has been given 60-days prior written notice and within that
time has not disapproved the acquisition or extended the period for disapproval.
In April 1995, regulators revised the Community Reinvestment Act ("CRA") with an
emphasis on performance over process and documentation. Under the revised rules,
the five-point rating scale is still utilized by examiners to assign a numerical
score for a bank's performance in each of three areas:
lending, service and investment.

         Under the CRA, the FDIC is required to: (i) assess the records of all
financial institutions regulated by it to determine if these institutions are
meeting the credit needs of the community (including low-and moderate-income
neighborhoods) which they serve, and (ii) take this record into account in its
evaluation of any application made by any such institutions for, among other
things, approval of a branch or other deposit facility, office relocation, a
merger or an acquisition of bank shares. The CRA also requires the federal
banking agencies to make public disclosures of their evaluation of each bank's
record of meeting the credit needs of its entire community, including low-and
moderate-income neighborhoods. This evaluation will include a descriptive rate
("outstanding," "satisfactory," "needs to improve" or "substantial
noncompliance")


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and a statement describing the basis for the rating. After its most recent
examination of the Bank under CRA, the FDIC gave the Bank a CRA rating of
satisfactory.

         Under the Bank Secrecy Act ("BSA"), banks and other financial
institutions are required to report to the Internal Revenue Service currency
transactions of more than $10,000 or multiple transactions in any one day of
which the Bank is aware that exceed $10,000 in the aggregate or other lesser
amounts. Civil and criminal penalties are provided under the BSA for failure to
file a required report, for failure to supply information required by the BSA or
for filing a false or fraudulent report.

         RIEGLE-NEAL INTERSTATE BANKING AND BRANCHING EFFICIENCY ACT OF 1994.
The Bank believes that further merger activity within Pennsylvania is likely to
occur in the future, resulting in increased concentration levels in banking
markets within Pennsylvania and other significant changes in the competitive
environment. The Riegle-Neal allows adequately capitalized and managed bank
holding companies to acquire banks in any state starting one year after
enactment (September 29, 1995). Another provision of the Riegle-Neal Act allows
interstate merger transactions beginning June 1, 1997. States are permitted,
however, to pass legislation providing for either earlier approval of mergers
with out-of-state banks, or "opting-out" of interstate mergers entirely. Through
interstate merger transactions, banks will be able to acquire branches of
out-of-state banks by converting their offices into branches of the resulting
bank. The Riegle-Neal Act provides that it will be the exclusive means for bank
holding companies to obtain interstate branches. Under the Riegle-Neal Act,
banks may establish and operate a "de novo branch" in any State that "opts-in"
to de novo branching. Foreign banks are allowed to operate branches, either de
novo or by merger. These branches can operate to the same extent that the
establishment and operation of such branches would be permitted if the foreign
bank were a national bank or state bank. All these changes are expected to
intensify competition in local, regional and national banking markets. The
Pennsylvania Banking Code has been amended to enable Pennsylvania institutions
to participate fully in interstate banking (see discussion above).

FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991

         GENERAL. The Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDIC Improvement Act") includes several provisions that have a direct
impact on the Bank. The most significant of these provisions are discussed
below.

         The FDIC is required to conduct periodic full-scope, on-site
examinations of the Bank. In order to minimize losses to the deposit insurance
funds, the FDIC Improvement Act establishes a format to more monitor
FDIC-insured institutions and to enable prompt corrective action by the
appropriate federal supervisory agency if an institution begins to experience
any difficulty. The FDIC Improvement Act establishes five "capital" categories.
They are: (1) well capitalized, (2) adequately capitalized, (3)
undercapitalized, (4) significantly undercapitalized, and (5) critically
undercapitalized. The overall goal of these new capital measures is to impose
more scrutiny and operational restrictions on banks as they descend the capital
categories from well capitalized to critically undercapitalized.

         Under Current regulations, a "well-capitalized" institution would be
one that has at least a 10% total risk-based capital ratio, a 6% Tier 1
risk-based capital ratio, a 5% Tier 1 Leverage Ratio, and is not subject to any
written order or final directive by the FDIC to meet and maintain a specific
capital level. The Bank is presently categorized as a "well-capitalized"
institution.

         An "adequately capitalized" institution would be one that meets the
required minimum capital levels, but does not meet the definition of a
"well-capitalized" institution. The existing capital rules


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generally require banks to maintain a Tier 1 Leverage Ratio of at least 4% and
an 8% total risk-based capital ratio. Since the risk-based capital requirement
to be in the form of Tier 1 capital, this also will mean that a bank would need
to maintain at least 4% Tier 1 risk-based capital ratio. An institution must
meet each of the required minimum capital levels in order to be deemed
"adequately capitalized."

         An "undercapitalized" institution is one that fails to meet one or more
of the required minimum capital levels for an "adequately capitalized"
institution. Under the FDIC Improvement Act, an "undercapitalized" institution
must file a capital restoration plan and is automatically subject to
restrictions on dividends, management fees and asset growth. In addition, the
institution is prohibited from making acquisitions, opening new branches or
engaging in new lines of business without the prior approval of its primary
federal regulator. A number of other restrictions may be imposed.

         A "critically undercapitalized" institution is one that has a tangible
equity (Tier 1 capital) ratio of 2% or less. In addition to the same
restrictions and prohibitions that apply to "undercapitalized" and
"significantly undercapitalized" institutions, any institution that becomes
"critically undercapitalized" is prohibited from taking the following actions
without the prior written approval of its primary federal supervisory agency:
engaging in any material transactions other than in the usual course of
business; extending credit for highly leveraged transactions; amending its
charter or bylaws; making any material changes in accounting methods; engaging
in certain transactions with affiliates; paying excessive compensation or
bonuses; and paying interest on liabilities exceeding the prevailing rates in
the institution's market area. In addition, a "critically undercapitalized"
institution is prohibited from paying interest or principal on its subordinated
debt and is subject to being placed in conservatorship or receivership if its
tangible equity capital level is not increased within certain mandated time
frames.

         REAL ESTATE LENDING GUIDELINES. Pursuant to the FDIC Improvement Act,
the FDIC has issued real estate lending guidelines that establish loan-to-value
("LTV") ratios for different types of real estate loans. A LTV ratio is
generally defined as the total loan amount divided by the appraised value of the
property at the time the loan is originated. If a bank does not hold a first
lien position, the total loan amount would be combined with the amount of all
senior liens when calculating the ratio. In addition to establishing the LTV
ratios, the FDIC's real estate guidelines require all real estate loans to be
based upon proper loan documentation and a recent independent appraisal of the
property.

  The FDIC's guidelines establish the following limits for LTV ratios:

<TABLE>
<CAPTION>
                                                                 LTV
       Loan Category                                             Limit
      ---------------                                            -----
<S>                                                              <C>
       Raw Land                                                   65%
       Land Development
       Construction:
                     Commercial, Multifamily (includes
                      condos and co-ops), and other
                       Nonresidential                             80%
                       Improved Property                          85%
       Owner occupied 1-4 Family and Home Equity
                       (without credit enhancements)              90%
</TABLE>

         The guidelines provide exceptions to the LTV ratios for
government-backed loans; loans facilitating the sale of real estate acquired by
the lending institution in the normal course of business; loans where the Bank's
decision to lend is not based on the offer of real estate as collateral and such
collateral is taken only


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out of an abundance of caution; and loans renewed, refinanced, or restructured
by the original lender to the same borrower, without the advancement of new
money. The regulation also allows institutions to make a limited amount of real
estate loans that do not conform with the proposed LTV ratios. Under this
exception, the Bank would be allowed to make real estate loans that do not
conform with the LTV ratio limits, up to an amount not to exceed 100% of the
Bank's total capital.

         TRUTH IN SAVINGS ACT. The FDIC Improvement Act also contains the Truth
in Savings Act. The purpose of this Act is to require the clear and uniform
disclosure of the rates of interest that are payable on deposit accounts by the
Bank and the fees that are assessable against deposit accounts, so that
consumers can make a meaningful comparison between the competing claims of banks
with regard to deposit accounts and products. This Act requires the Bank to
include, in a clear and conspicuous manner, the following information with each
periodic statement of a deposit account: (1) the annual percentage yield earned,
(2) the amount of interest earned, (3) the amount of any fee and charges imposed
and (4) the number of days in the reporting period. This Act allows for civil
lawsuits to be initiated by customers if the Bank violates any provision or
regulation under this Act.

MONETARY POLICY

         The earnings of the Bank are affected by the policies of regulatory
authorities including the Federal Reserve Board. An important function of the
Federal Reserve System is to influence the money supply and interest rates.
Among the instruments used to implement those objectives are open market
operations in United States government securities, changes in reserve
requirements against member bank deposits and limitations on interest rates that
member banks may pay on time and savings deposits. These instruments are used in
varying combinations to influence overall growth and distribution of bank loans,
investments and deposits, and their use may also affect rates charged on loans
or paid for deposits.

         The policies and regulations of the Federal Reserve Board have had and
will probably continue to have a significant effect on its reserve requirements,
deposits, loans and investment growth, as well as the rate of interest earned
and paid, and are expected to affect the Bank's operations in the future. The
effect of such policies and regulations upon the future business and earnings of
the Bank cannot be predicted.


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ITEM 2.  PROPERTIES

         The Bank has thirteen banking offices, all of which are located in
Pennsylvania, at the following locations:

Narberth Office(1)        Villanova Office           King of Prussia Office
-------------------       ----------------           ----------------------
732 Montgomery Ave        801 East Lancaster Avenue  Rt. 202 & Warner Road
Narberth, Pa. 19072       Villanova, Pa. 19085       King of  Prussia, Pa. 19406

Philadelphia  Offices     Shillington Office         Bridgeport Office (1)
-------------------       ------------------         ----------------------
-One Penn Square West     516 East Lancaster Avenue  105 W. 4th Street
 30 South 15th Street     Shillington. Pa 19607      Bridgeport, Pa. 19406
 Philadelphia, Pa 19102
                          Trooper Office(1)          Upper Merion Office
                          ----------------           ----------------------
-1340 Walnut Street       Trooper & Egypt Roads      Beidler & Henderson Roads
 Philadelphia, Pa. 19107  Trooper, Pa. 19401         King of Prussia, Pa. 19406

-401 Fairmount Avenue(1)  Reading Office             Phoenixville Office (1)
                          --------------             ----------------------
 Philadelphia, Pa. 19123  501 Washington Street      808 Valley Forge Road
                          Reading, Pa. 19601         Phoenixville, Pa. 19460
Jenkintown Office(1)
--------------------      -------------------------
600 Old York Road         (1) owned
Jenkintown, Pa 19046

         The Bank owns six of the above properties, of which one property is
subject to a mortgage. The remaining seven properties are leased with expiration
dates between 1998 and 2003. During 1997, the Bank made aggregate lease payments
of approximately $385 thousand. The Bank believes that all of its properties are
attractive, adequately insured, and well maintained. The Bank also owns a
property located at 144 Narberth Avenue, Narberth, Pa. which may serve as a site
for future expansion.


ITEM 3.  LEGAL PROCEEDINGS

         Other than litigation incidental to RBPA's business, there are no
material legal proceedings pending to which RBPA or any of its subsidiaries is a
party or which any of their property is the subject. In management's opinion,
resolution of any pending litigation will not have a material adverse effect on
RBPA's financial position.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


                                       10

<PAGE>   11

ITEM 5.  MARKET FOR THE BANK'S COMMON STOCK AND RELATED
         SECURITY HOLDER MATTERS

         On September 6, 1988 the Registrant's Class A Common Stock commenced
trading on the NASDAQ National Market System (NASDAQ/NMS). The Registrant's
NASDAQ Symbol is RBPAA and is included in the NASDAQ National Market Stock Table
which is published in most major newspapers. The following table presents the
high, low and closing transaction prices on all NASDAQ/NMS securities. The
market makers for the Registrant's stock are F. J. Morrissey & Co., Inc., Ryan
Beck & Co., Inc., Herzog, Heine, Geduld, Inc., Wheat First Union Securities
Inc., Ferris Baker Watts Inc., Sandler O'Neill, and Nash Weiss. There is no
market for the Class B Common Stock, as such is prohibited by the terms of the
Class B Common Stock. The following table shows the Registrant's stock prices
and cash dividend per share for each class, for the last eight quarters.

<TABLE>
<CAPTION>
1997                                                     HIGH          LOW           LAST
<S>                                                    <C>           <C>           <C>
First Quarter ..................................       $14.904       $11.058       $13.462
Second Quarter .................................        15.750        12.500        15.000
Third Quarter ..................................        17.625        14.750        16.875
Fourth Quarter .................................        26.250        16.500        23.500
</TABLE>

<TABLE>
<CAPTION>
1996                                                     HIGH          LOW           LAST
<S>                                                    <C>           <C>           <C>
First Quarter ..................................       $10.377       $ 8.255       $10.142
Second Quarter .................................        11.000         9.500        10.125
Third Quarter ..................................        11.000         9.500        10.375
Fourth Quarter .................................        12.000        10.375        11.500
</TABLE>

         (Source: This summary reflects information supplied by NASDAQ.)

         "The NASDAQ Stock Market" or "NASDAQ" is a highly-regulated electronic
securities market comprised of competing Market Makers whose trading is
supported by a communications network linking them to quotation dissemination,
trade reporting, and order execution systems. The market also provides
specialized automation services for screen-based negotiations of transactions,
on-line comparison of transactions, and a range of informational services
tailored to the needs of the securities industry, investors and issuers. The
NASDAQ Stock Market consists of two distinct market tiers: the NASDAQ National
Market and The NASDAQ SmallCap Market. The NASDAQ Stock Market, Inc., is a
wholly-owned subsidiary of National Association of Securities Dealers, Inc.

         The approximate number of recorded holders of the Registrant's Class A
and Class B Common Stock, as of December 31, 1997, is shown below:

<TABLE>
<CAPTION>
         TITLE OF CLASS                         NUMBER OF RECORD HOLDERS
<S>                                             <C>
         Class A Common Stock                          446
         Class B Common Stock                          173
</TABLE>

Because substantially all of the holders of Class B Common Stock are also
holders of Class A Common stock the number of record holders of the two classes
on a combined basis was 491 as of December 31, 1997.


                                       11

<PAGE>   12

DIVIDENDS

         Subject to certain limitations imposed by law, the Board of Directors
of the Registrant may declare a dividend on shares of common stock.

         Stock Dividends. On March 20, 1995 the Board of Directors of the
Registrant declared a 6% stock dividend on both its Class A Common Stock and
Class B Common Stock shares payable on May 12, 1995 to Shareholders of record on
April 20, 1995. The stock dividend resulted in the issuance of 347,661
additional shares of Class A Common Stock and 87,359 additional shares of Class
B Common Stock . On March 14, 1996, the Board of Directors of the Registrant
declared a 6% stock dividend on both its Class A Common Stock and Class B Common
Stock shares payable May 10, 1996, to Shareholders of record on April 18, 1996.
The stock dividend resulted in the issuance of 365,229 additional shares of
Class A Common Stock and 91,641 additional shares of Class B Common Stock.. On
April 24, 1997, the Board of Directors of the Registrant declared a 4% stock
dividend on both its Class A Common Stock and Class B Common Stock shares
payable May 8, 1997, to Shareholders of record on April 28, 1997. The stock
dividend resulted in the issuance of 258,176 additional shares of Class A Common
Stock and 61,859 additional shares of Class B Common Stock. Future dividends, if
any, will be at the discretion of the Board of Directors and will be dependent
on the level of earnings and compliance with regulatory requirements.

         Cash Dividends. The Registrant paid a cash dividends in each quarter of
1997 and 1996 for holders of Class A Common Stock and for holders of Class B
common stock. This resulted in a charge to retained earnings of approximately
$5.3 and $2 million for 1997 and 1996, respectively. The following table sets
forth on a quarterly basis the dividend paid to holders of each Class A and
Class B common stock for 1997 and 1996.


<TABLE>
<CAPTION>
                                                   CASH DIVIDENDS PER SHARE
                                                   -------------------------
1997                                               CLASS A           CLASS B
----                                               -------           -------
<S>                                                <C>               <C>
First Quarter                                        $.12             $.1380
Second Quarter                                       $.15             $.1725
Third Quarter                                        $.18             $.2070
Fourth Quarter                                       $.18             $.2070
</TABLE>


<TABLE>
<CAPTION>
                                                   CASH DIVIDENDS PER SHARE
                                                   -------------------------
1996                                               CLASS A           CLASS B
----                                               -------           -------
<S>                                                <C>               <C>
First Quarter                                        $.06             $.0690
Second Quarter                                       $.06             $.0690
Third Quarter                                        $.06             $.0690
Fourth Quarter                                       $.06             $.0690
</TABLE>

         Future dividends must necessarily depend upon net income, capital
requirements, appropriate legal restrictions and other factors relevant at the
time the Board of Directors of the Registrant considers dividend policy. Cash
dividends available for dividend distributions to the shareholders of the
Registrant must initially come from dividends paid by the Bank to the
Registrant. Therefore, the restrictions on the Bank's dividend payments are
directly applicable to the Registrant. Under the Pennsylvania Banking Code of
1965, as amended, a restriction is placed on the availability of capital surplus
for payment of dividends by the Bank.

         Under the Pennsylvania Business Corporation Law of 1988, as amended,
the Registrant may pay dividends only if after payment the Registrant would be
able to pay its debts as they become due in the usual course of business and the
total assets are greater than the sum of its total liabilities plus the amount
that


                                       12

<PAGE>   13

would be needed if the Registrant were to be dissolved at the time of the
dividend to satisfy the preferential rights upon dissolution of shareholders
whose preferential rights are superior to those receiving the dividend. See Note
Q to the Consolidated Financial Statements in Item 8 of this report.


                                       13

<PAGE>   14

ITEM 6. SELECTED FINANCIAL DATA

         The following selected consolidated financial and operating information
for RBPA should be read in conjunction with ITEM 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements and accompanying notes in ITEM 8.

<TABLE>
<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                                              (IN THOUSANDS)
                                                  --------------------------------------------------------------------
INCOME STATEMENT DATA                               1997            1996            1995         1994           1993
---------------------                             --------        --------        -------       -------       --------
<S>                                               <C>             <C>             <C>           <C>           <C>
Interest income                                   $ 33,372        $ 33,618        $29,755       $29,021       $ 27,636
Interest expense                                    10,048          10,054          9,592         8,244          9,290
                                                  --------        --------        -------       -------       --------
Net interest income                                 23,324          23,564         20,163        20,777         18,346
Increase (Decrease) Provision for loan
losses                                              (2,118)         (1,488)          --           2,500            811
                                                  --------        --------        -------       -------       --------
Net interest income after loan loss
provision                                           25,442          25,052         20,163        18,277         17,535

    Gain on sale of loans                               29             427             86            71          1,500
    Gain/Loss on real estate                         1,204           2,016            870         1,435         (3,008)
    Other income                                     1,392           1,759          1,098           947          1,298
                                                  --------        --------        -------       -------       --------
Total other income                                   2,625           4,202          2,054         2,453           (210)
Income before other expenses & income taxes         28,067          29,283         22,217        20,730         17,325
Non interest expenses:
    Salaries                                         9,546           9,602          4,850         3,861          3,483
    Other                                            5,088           5,508          5,461         5,791          4,675
                                                  --------        --------        -------       -------       --------
Total other expenses                                14,634          15,110         10,311         9,652          8,158
Income before taxes and cumulative effect
      of change in accounting principle             13,433          14,144         11,906        11,078          9,167
Income taxes                                         4,074           3,907          3,648         3,066          2,543
                                                  --------        --------        -------       -------       --------
Income and cumulative effect of a
      change in accounting principle                 9,359          10,237          8,258         8,012          6,624
Effect of a change in accounting principle            --              --             --            --              500
                                                  --------        --------        -------       -------       --------
Net income                                        $  9,359        $ 10,237        $ 8,258       $ 8,012       $  7,124
                                                  ========        ========        =======       =======       ========

Basic earnings per share (1)                      $   1.09        $   1.20        $  0.96       $  0.92       $   0.81
                                                  --------        --------        -------       -------       --------

Diluted earnings per share (1)                    $   1.05        $   1.17        $  0.94       $  0.90       $   0.80
                                                  --------        --------        -------       -------       --------
</TABLE>

---------------------------------------

(1)      Earnings per share has the weighted average number of shares used in
         the calculation adjusted to reflect a 4% stock dividend in 1997, a 6%
         stock dividend in 1996, a 6% stock dividend in 1995, a 6% stock
         dividend in 1994, and a 5% stock dividend in 1993.

<TABLE>
<CAPTION>
BALANCE SHEET DATA                         1997            1996            1995            1994            1993
------------------                       --------        --------        --------        --------        --------
<S>                                      <C>             <C>             <C>             <C>             <C>
(in thousands)
Total assets                             $416,598        $355,149        $356,264        $312,956        $304,574
Total average assets                      342,361         343,360         312,823         282,162         282,730
Loans, net of unearned income             282,711         209,017         198,419         162,739         167,680
Total deposits                            265,363         254,183         268,242         211,965         226,062
Total  long term debt                      31,063           4,814           2,984           3,969             727
Total stockholders' equity                 89,505          84,581          77,189          70,617          62,652
Total average stockholders' equity         86,572          80,910          74,091          66,398          58,927
Return on average assets                      2.7%            3.0%            2.6%            2.8%            2.5%
Return on average equity                     10.8%           12.7%           11.1%           12.1%           12.1%
Average equity to average assets             25.3%           23.6%           23.7%           23.5%           20.8%
Cash dividend payout ratio                   56.7%           19.2%           11.4%           --              --
</TABLE>


                                       14

<PAGE>   15

AVERAGE BALANCES
-------------------

         The following table presents the average daily balances of assets,
liabilities and stockholders' equity and the respective interest paid on
interest bearing assets and interest bearing liabilities, as well as average
rates for the periods indicated:

<TABLE>
<CAPTION>
                                                  1997                             1996                           1995
                                     ------------------------------   -----------------------------   -----------------------------
                                      AVERAGE                YIELD/    AVERAGE               YIELD/    AVERAGE               YIELD/
ASSETS (In thousands)                 BALANCE    INTEREST     RATE     BALANCE    INTEREST    RATE     BALANCE    INTEREST    RATE
----------------------------------   --------    --------    -----    --------    --------   -----    --------    --------   ------
<S>                                  <C>         <C>         <C>      <C>         <C>        <C>      <C>         <C>        <C>
Interest bearing deposits in banks   $  1,230    $     87     7.10%   $  1,758    $    103    5.86%   $  2,018    $    106    5.25%
Federal funds                          17,921       1,012     5.64%     18,332       1,015    5.54%     19,519       1,121    5.74%
Investment securities:
 Held to maturity:
   Taxable                             84,399       5,604     6.64%    109,522       7,006    6.40%     92,821       6,048    6.52%
   Nontaxable(1)                        1,455         169    11.63%        497          88   17.68%      6,103       1,003   16.44%
                                     --------    --------    -----    --------    --------   -----    --------    --------   -----
     Total held to maturity            85,854       5,774     6.73%    110,019       7,094    6.45%     98,924       7,051    7.13%
 Available for sale
   Taxable                             12,212         991     8.12%      3,674         326    8.87%        940          66    7.02%
                                     --------    --------    -----    --------    --------   -----    --------    --------   -----
Total investment securities            98,066       6,765     6.90%    113,693       7,390    6.50%     99,864       7,117    7.13%
Loans:(2)
 Commercial & industrial(3)           111,704      12,297    11.01%    113,543      15,553   13.70%    111,002      12,964   11.68%
 Commercial mortgages                  87,464      11,658    13.33%     68,689       7,791   11.34%     61,446       7,234   11.77%
 Other loans(1)                        14,200       1,782    12.55%     18,386       1,766    9.61%     13,286       1,809   13.62%
                                     --------    --------    -----    --------    --------   -----    --------    --------   -----
   Total loans                        213,368      25,737    12.06%    200,618      25,110   12.52%    185,734      22,007   11.85%
                                     --------    --------    -----    --------    --------   -----    --------    --------   -----
Total interest earning assets        $330,585    $ 33,600    10.16%   $334,401    $ 33,648   10.06%   $307,135    $ 30,351    9.88%
Non interest earning assets
 Cash & due from banks                  6,636                            6,207                           6,164
 Other assets                          17,366                           16,401                          14,571
 Allowance for loan loss               (8,764)                          (9,672)                         (9,376)
 Def income/unearned disc              (3,462)                          (3,977)                         (5,671)
                                     --------                         --------                        --------
Total non interest
     earning assets                    11,776                            8,959                           5,688
                                     --------                         --------                        --------
Total assets                         $342,361                         $343,360                        $312,823
                                     ========                         ========                        ========
LIABILITIES & STOCKHOLDERS'
EQUITY
Deposits:
  Savings                            $ 16,668    $    454     2.72%   $ 16,514    $    425    2.57%   $ 12,319    $    337    2.74%
  NOW & Money Market                   69,077       2,171     3.14%     71,597       2,129    2.97%     60,349       2,023    3.35%
  CDs & other time deposits           121,934       7,185     5.89%    126,089       7,157    5.68%    122,826       6,948    5.66%
                                     --------    --------    -----    --------    --------   -----    --------    --------   -----
 Total interest bearing deposits     $207,679    $  9,810     4.72%   $214,200    $  9,711    4.53%   $195,494    $  9,308    4.76%
Federal funds                             123           6     5.00%       --          --      --           116           5    4.31%
Long term borrowings                    3,066         231     7.54%      4,909         343    6.99%      3,918         280    7.15%
                                     --------    --------    -----    --------    --------   -----    --------    --------   -----
Total interest bearing liabilities   $210,868    $ 10,048     4.76%   $219,109    $ 10,054    4.59%   $199,528    $  9,593    4.81%
                                     --------    --------    -----    --------    --------   -----    --------    --------   -----
 Non interest bearing deposits         32,992                           33,369                          32,319
 Other liabilities                     11,929                            9,972                           6,885
                                     --------                         --------                        --------
Total liabilities                     255,789                          262,450                         238,732
 Stockholders' equity                  86,572                           80,910                          74,091
                                     --------                         --------                        --------
Total liabilities and
  stockholders' equity               $342,361                         $343,360                        $312,823
                                     ========                         ========                        ========
Net interest income                              $ 23,553                         $ 23,594                        $ 20,758
                                                 ========                         ========                        ========
Net yield on
   interest earning assets                                    7.12%                           7.06%                           6.76%
                                                             =====                           =====                           =====
</TABLE>

----------------------------

(1)      The indicated income and annual rate are presented in a taxable
         equivalent basis using the federal tax rate of 34% for all periods.

(2)      Nonaccruing loans have been included in the appropriate average loan
         balance category, but interest on these loans has not been included.

(3)      Interest income on commercial & industrial loans for 1996 include a
         one-time recovery of interest of $3.2 million.


                                       15

<PAGE>   16
RATE VOLUME

         The following table sets forth a rate/volume analysis, which segregates
in detail the major factors contributing to the change in net interest income
for the years ended , December 31, 1997 and 1996, as compared to respective
previous periods, into amounts attributable to both rate and volume variances.

<TABLE>
<CAPTION>
                                                           1997 VS 1996                        1996 VS 1995
                                                          (IN THOUSANDS)                      (IN THOUSANDS)
                                                 -------------------------------     -------------------------------
                                                   CHANGES DUE TO:                     CHANGES DUE TO:
                                                 -------------------                 -------------------
INTEREST INCOME                                   VOLUME       RATE       TOTAL       VOLUME       RATE       TOTAL
---------------------------------------------    -------     -------     -------     -------     -------     -------
<S>                                              <C>         <C>         <C>         <C>         <C>         <C>
Interest bearing deposits in banks               $   (35)    $    19     $    16     $   (14)    $    14     $  --
Federal funds sold                                  --            (3)         (3)         (6)       (100)       (106)
Investment securities:
   Held to maturity:
         Taxable                                  (1,659)        257      (1,402)      1,070        (112)        958
         Nontaxable                                  120         (39)         81        (835)        262        (573)
    Available for sale
          Taxable                                    695         (30)        665         238          22         260
                                                 -------     -------     -------     -------     -------     -------
      Total investment securities                   (844)        188        (656)        657         (43)        614
Loans:
    Commercial & industrial                         (248)     (3,008)     (3,256)        303       2,286       2,589
    Commercial mortgages                           2,357       1,510       3,867         829        (272)        557
    Other loans                                     (455)        471          16         524        (315)        209
                                                 -------     -------     -------     -------     -------     -------
            Total loans                            1,654      (1,027)        627       1,656       1,699       3,355
                                                 -------     -------     -------     -------     -------     -------

Total increase (decrease) in interest
income                                           $   775     $  (823)    $   (48)    $ 2,109     $ 1,785     $ 3,893



INTEREST EXPENSE

Deposits:
  Savings                                        $     4     $    25     $    29     $   109     $   (21)    $    88
  NOW & Money Market                                 (77)        119          42         351        (245)        106
  CDs & other time deposits                          240         268          28         185          24         209
                                                 -------     -------     -------     -------     -------     -------
         Total interest bearing deposits            (313)        412         100         645        (242)        403
Federal funds purchased                                6        --             6          (5)       --            (5)
Mortgage payable and
                long term borrowings                (137)         25        (112)         69          (6)         63
                                                 -------     -------     -------     -------     -------     -------

Total increase (decrease) in interest
expense                                             (444)        437          (6)        709        (248)        461
                                                 -------     -------     -------     -------     -------     -------
Total increase (decrease) in
      net interest income                        $ 1,219     $(1,261)    $   (42)    $ 1,400     $ 2,033     $ 3,433
                                                 =======     =======     =======     =======     =======     =======
</TABLE>


                                       16

<PAGE>   17

LOANS

         The following table reflects the composition of the loan portfolio of
Royal Bank of Pennsylvania and the percent of gross outstandings represented by
each category at the dates indicated.

<TABLE>
<CAPTION>
                                                                 YEAR ENDING DECEMBER 31,
                                                                      (IN THOUSANDS)
                           -----------------------------------------------------------------------------------------------------
Loans                            1997                  1996                  1995                1994               1993
                           -----------------------------------------------------------------------------------------------------
<S>                        <C>          <C>      <C>          <C>      <C>          <C>    <C>          <C>    <C>         <C>
Comm'l & industrial        $ 123,956     41%     $ 116,616     55%     $ 124,065     61%    $104,312     62%    $104,991    59%
Real estate                  176,315     58%        93,925     44%        75,758     37%      64,357     38%      73,157    41%
Consumer                       1,367      1%         2,097      1%         3,352      2%        --      --          --
                           ---------    ---      ---------    ---      ---------    ---     --------    ---     --------   ---
      Total gross loans      301,638    100%       212,638    100%       203,175    100%     168,689    100%     178,148   100%
Unearned income               (1,498)               (1,290)               (1,160)             (1,006)               (616)
Disc on loans purchased       (9,243)               (2,331)               (3,596)             (4,924)             (9,852)
Allowance for loan loss       (8,816)               (9,084)               (9,747)             (8,992)             (6,608)
                           ---------             ---------             ---------            --------            --------

Total loans, net           $ 282,711             $ 199,933             $ 188,672            $153,747            $161,072
                           =========             =========             =========            ========            ========
</TABLE>


ANALYSIS OF ALLOWANCE FOR LOAN LOSS

<TABLE>
<CAPTION>
                                                                      YEAR ENDING DECEMBER 31,
                                                                           (IN THOUSANDS)
                                                ----------------------------------------------------------------
                                                   1997           1996          1995         1994         1993
                                                ---------      ---------      --------     --------     --------
<S>                                             <C>            <C>            <C>          <C>          <C>
 Total Loans                                    $ 290,897      $ 209,017      $198,419     $162,739     $167,680
                                                =========      =========      ========     ========     ========
Daily average loan balance                      $ 213,368      $ 200,618      $185,734     $165,702     $190,222
                                                =========      =========      ========     ========     ========
Allowance for loan loss:
   Balance at the beginning of the year         $   9,084      $   9,747      $  8,992     $  6,608     $ 10,889
   Charge offs by loan type:
        Commercial                                    762            843           292          273        1,711
        Real  estate                                 --              240            21           17        4,068
                                                ---------      ---------      --------     --------     --------
   Total charge offs                                  762          1,083           313          290        5,779
   Recoveries by loan type:
         Commercial                                 1,934          1,790           125          141          629
         Real estate                                   48            118            31           33           58
                                                --------       ---------      --------     --------     --------
    Total recoveries                                1,982          1,908           156          174          687
                                                ---------      ---------      --------     --------     --------
    Net loan charge offs                           (1,220)          (825)          157          116        5,092
         Purchase of Knoblauch Bank                  --             --             912         --           --
         Increase (decrease) in
             provision for loan loss               (2,118)        (1,488)         --          2,500          811
                                                ---------      ---------      --------     --------     --------
Balance at end of year                          $   8,186      $   9,084      $  9,747     $  8,992     $  6,608
                                                =========      =========      ========     ========     ========
Net charge offs to average loans                    (0.57%)        (0.41%)        0.08%        0.07%        2.68%
                                                =========      =========      ========     ========     ========
Allowance to loans at year end                       2.81%          4.35%         4.91%        5.53%        3.94%
                                                =========      =========      ========     ========     ========
</TABLE>


The Bank utilizes the reserve method of accounting for possible loan losses.
Under this method, provisions for possible loan losses are charged to operation
and recognized loan losses are charged and loan recoveries are credited to the
allowance. The allowance for possible loan loss represents the amount set aside
to protect against the risk inherent in the Bank's portfolio. Management's
periodic evaluation of the adequacy of the allowance takes into consideration
the Bank's past loan loss experience, known and inherent risks in the loan
portfolio, adverse situations which may affect the borrower's ability to repay,
overall portfolio quality, and current economic conditions. Provisions for
possible loan losses are charged to earnings to bring the allowance to a level
considered by management to be appropriate in light of the foregoing
considerations. However, since loan loss reserve adequacy is subjective, the
loan loss reserve may be excessively funded or need additional funds from time
to time. A loan review is performed quarterly by the Loan Review officer to
determine the adequacy of the reserves.




<PAGE>   18

LOANS AND LEASE FINANCING RECEIVABLES

         The following table summarizes the loan portfolio by loan category and
amount that corresponds to the appropriate regulatory definitions.

<TABLE>
<CAPTION>
                                                                                         YEAR ENDING
                                                                                        DECEMBER 31,
                                                                                       (IN THOUSANDS)
                                                                             --------------------------------
                                                                               1997        1996        1995
                                                                             --------    --------    --------
<S>                                                                          <C>         <C>         <C>
Loans secured by real estate
    Construction and land development                                        $ 29,172    $  5,057    $  6,845
    Secured by farmland (including farm residential and other
        improvements)                                                            --          --           355
    Secured by 1-4 family residential properties:
    Revolving, open-end loans secured by 1-4 family residential
        properties and extended under lines of credit                          11,433      11,655      11,319
        All other loans secured by 1-4 family residential properties:
            Secured by first liens                                             23,139      21,843      24,580
            Secured by junior liens                                             8,195       7,121       7,428
    Secured by multi family (5 or more) residential properties                 23,459      20,882      23,853
    Secured by nonfarm nonresidential properties                              177,196     117,559      97,607
    Commercial and industrial loans to US addresses                            25,820      24,559      26,122
    Loans to individuals for household, family, and other personal
        expenditures                                                            1,478       1,848       3,358
    Obligations of state and political subdivisions in the US                   1,593       1,903       1,391
    All other loans                                                               154         211         317
    Less: Any unearned income on loans listed above                            10,742       3,621       4,756
                                                                             --------    --------    --------

     Total loans and leases, net of unearned income                          $290,897    $209,017    $198,419
                                                                             ========    ========    ========
</TABLE>



CREDIT QUALITY

The following table presents the principal amounts of nonaccruing loans and
other real estate.

<TABLE>
<CAPTION>
                                                                 YEARS ENDING DECEMBER 31,
                                                                      (IN THOUSANDS)
                                                   ---------------------------------------------------
                                                    1997       1996       1995       1994        1993
                                                   ------     ------     ------     ------     -------
<S>                                                <C>        <C>        <C>        <C>        <C>
Non-accruing loans (1)(2)                          $4,317     $4,653     $6,233     $1,703     $ 7,726
Past due loans over 90 days but still
    accruing                                         --         --          391        391         391
                                                   ------     ------     ------     ------     -------
         Total nonperforming loans                  4,317      4,653      6,624      2,094       8,117
Other real estate                                    --          504        612      4,492       6,505
                                                   ------     ------     ------     ------     -------
          Total nonperforming assets               $4,317     $5,157     $7,236     $6,586     $14,622
                                                   ======     ======     ======     ======     =======

Nonperforming assets to total assets                 1.22%      1.45%      2.03%      2.10%       4.80%
                                                   ======     ======     ======     ======     =======
Nonperforming loans to total loans                   2.03%      2.23%      3.34%      1.29%       4.84%
                                                   ======     ======     ======     ======     =======
Allowance for loan loss
                 to nonperforming loans            210.42%    195.23%    147.15%    429.42%      81.40%
                                                   ======     ======     ======     ======     =======
</TABLE>

(1)      Generally a loan is placed on nonaccruing status when it has been
         delinquent for a period of 90 days or more unless the loan is both well
         secured and in the process of collection.

(2)      If interest had been accrued on these nonaccruing loans, such income
         would have approximated $388,517 for 1997, $418,740 for 1996,
         $1,889,000 for 1995, $115,000 for 1994, and $1,380,000 for 1993.




<PAGE>   19

INVESTMENTS SECURITIES

         The contractual maturity distribution and weighted average rate of the
investments held to maturity portfolio at December 31, 1997 are presented in the
following table. Weighted average rate on tax-exempt obligations have been
computed on a fully taxable equivalent basis assuming a tax rate of 34%.

<TABLE>
<CAPTION>
                                                               AS OF DECEMBER 31, 1997
                                                                   (IN THOUSANDS)
                       --------------------------------------------------------------------------------------------------
                                          AFTER 1 YEAR BUT     AFTER 5 YEARS, BUT
SECURITIES HELD         WITHIN 1 YEAR      WITHIN 5 YEARS        WITHIN 10 YEARS     AFTER 10 YEARS            TOTAL
---------------        ---------------   -----------------     ------------------   ----------------     ----------------
TO  MATURITY           AMOUNT    RATE     AMOUNT     RATE        AMOUNT    RATE     AMOUNT     RATE      AMOUNT      RATE
------------           -------  ------   -------   -------       ------   ------    ------    ------     ------      ----
<S>                    <C>      <C>      <C>       <C>           <C>      <C>       <C>       <C>        <C>         <C>
State & political
subdivisions           $  --       --    $ 2,700      10.5%      $ --       --      $  399      15.7%    $ 3,099     11.1%

US Treasuries            5,369     5.6%    2,574       5.7%       1,588     6.6%     3,378       7.2%     12,908      6.2%
Other securities        35,250     6.5%    7,561       7.2%       5,553     7.8%      --        --        48,364      6.8%
                       -------     ---   -------      ----       ------     ---     ------      ----     -------     ----
     Total             $40,619     6.4%  $12,835       7.6%      $7,141     7.5%    $3,777       8.1%    $64,371      6.8%
                       =======     ===   =======      ====       ======     ===     ======      ====     =======     ====
</TABLE>



         The following tables presents the consolidated book values and
approximate market value at December 31, 1997, 1996, and 1995, respectively, for
each major category of RBPA's investment securities portfolio for held to
maturity securities and available for sale securities.

<TABLE>
<CAPTION>
                                                                           AS OF DECEMBER 31,
                                                                             (IN THOUSANDS)
                                               -----------------------------------------------------------------------
                                                         1997                    1996                     1995
                                               ----------------------     --------------------    --------------------
                                               AMORTIZED      MARKET      AMORTIZED    MARKET     AMORTIZED    MARKET
SECURITIES AVAILABLE MATURITY                      COST        VALUE         COST       VALUE        COST       VALUE
------------------------------------------     ---------     --------     ---------   --------    ---------   --------
<S>                                            <C>           <C>          <C>         <C>         <C>         <C>
State & political subdivisions                 $  3,098      $ 3,152      $    499    $    580    $    499    $    612
US Treasuries & agencies                         12,908       13,096        15,183      15,321      20,810      21,166
Other securities                                 48,365       48,737        97,793      97,734      82,154      82,858
                                               ---------     --------     --------    --------    --------    --------

            Total                              $ 64,371      $64,985      $113,475    $113,635    $103,463    $104,636
                                               =========     ========     ========    ========    ========    ========
</TABLE>


<TABLE>
<CAPTION>
                                                                           AS OF DECEMBER 31,
                                                                             (IN THOUSANDS)
                                               -----------------------------------------------------------------------
                                                         1997                    1996                     1995
                                               ----------------------     --------------------    --------------------
                                               AMORTIZED      MARKET      AMORTIZED    MARKET     AMORTIZED    MARKET
SECURITIES AVAILABLE FOR SALE                     COST        VALUE         COST       VALUE        COST       VALUE
------------------------------------------     ---------     --------     ---------   --------    ---------   --------
<S>                                            <C>           <C>          <C>         <C>         <C>         <C>
Federal Home Loan Bank stock                    $  3,174     $  3,174     $  1,024    $  1,024    $    938    $    938
Preferred and common stock                         2,944        2,977        3,703       3,701          32          32
Other securities                                  13,964       14,897         --          --          --          --
                                                --------     --------     --------    --------    --------    --------
            Total                               $ 20,082     $ 21,048     $  4,727    $  4,725    $    970    $    970
                                                ========     ========     ========    ========    ========    ========
</TABLE>




<PAGE>   20

DEPOSITS

         The average balance of deposits by major classifications for each of
the last three years are presented in the following table.

<TABLE>
<CAPTION>
                                                       AS OF DECEMBER 31,
                                                         (IN THOUSANDS)
                                 -----------------------------------------------------------
                                       1997                  1996                 1995
                                 ---------------      -----------------     ----------------
                                 AVERAGE               AVERAGE              AVERAGE
                                   RATE     RATE        RATE      RATE        RATE      RATE
                                 --------   ----      --------    ----      --------    ----
<S>                              <C>        <C>       <C>         <C>       <C>         <C>
Demand deposits:
     Non interest bearing        $ 32,992   --        $ 33,369    --        $ 32,319    --
     Interest bearing (NOW)        24,539   2.50%       20,823    2.28%       16,007    2.59%
Money market deposits              44,538   3.50%       50,774    3.26%       44,342    3.63%
Savings deposits                   16,668   2.72%       16,514    2.57%       12,319    1.80%
Certificate of deposit            121,934   5.89%      126,089    5.68%      122,826    5.66%
                                 --------   ----      --------    ----      --------    ----
        Total deposits           $240,671             $247,569              $227,813
                                 ========             ========              ========
</TABLE>


The remaining maturity of Certificates of Deposit of $100,000 or greater.

<TABLE>
<CAPTION>
                                                 AT DECEMBER 31,
                                                 (IN THOUSANDS)
                                             -----------------------
MATURITY                                        1997          1996
                                             ---------     ---------
<S>                                          <C>           <C>
Three months or less                          $ 5,433       $ 7,678
Over three months through twelve months         8,850         9,330
Over twelve months through five years          14,052         6,212
Over five years                                 4,840           438
                                             ---------     ---------
                   Total                      $33,175       $23,658
                                             =========     =========
</TABLE>



SHORT AND LONG TERM BORROWINGS

<TABLE>
<CAPTION>
                                               YEAR ENDING DECEMBER 31,
                                                    (IN THOUSANDS)
                                   --------------------------------------------------
                                    1997        1996      1995      1994        1993
                                   -------     ------    ------    -------    -------
<S>                                <C>         <C>       <C>       <C>        <C>
Short term borrowings (1)          $15,000     $ --      $ --      $21,000    $10,060
Long term borrowings:
  Mortgage payable (2)                 571        613       652        689        727
  FHLB advances (3)                 31,063      4,201     2,332      3,280       --
                                   -------     ------    ------    -------    -------
    Total long term borrowings     $46,634     $4,814    $2,984    $24,969    $10,787
                                   =======     ======    ======    =======    =======
</TABLE>


(1)      In 1997 and 1994, short term borrowings consisted of federal funds
         purchased which matured within one to four days from the transaction
         date.

(2)      The mortgage payable is payable to a bank at 65% of prime rate (5.25%
         at December 31, 1997) and is guaranteed by an industrial development
         authority.

(3)      Advances from the Federal Home Loan Bank of Pittsburgh consist of three
         separate advances with interest rates of 6.24% to 8.20%, with
         maturities from December 31, 1997 thru 2002.




<PAGE>   21

ITEM 7.  MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

         The following discussion and analysis of financial condition and
results of operations should be read in conjunction with the Consolidated
Financial Statements of RBPA (see Item 8) and related notes included herein.


FINANCIAL CONDITION

         Total assets increased $61.4 million, or 17.3%, to $416.6 million at
December 31, 1997 from $355.1 million at year end 1996, primarily due to
significant growth experienced in loans and an increase in cash and cash
equivalents of $81.9 million and $12.0 million, respectively, in addition to an
increase in available for sale investment securities of $16.3 million. These
increases were partially offset by a $32.8 million decline in investment
securities held to maturity.

         Cash and Cash Equivalents. Cash and cash equivalents are comprised of
cash on hand, and cash in interest bearing and non interest bearing accounts in
banks, in addition to federal funds sold. Cash and cash equivalents increased
$12 million, or 7%, to $30.4 million at December 31, 1997, primarily due to
maturities from the investment portfolio. The average balance of cash and cash
equivalents was $25.8 million for 1997 versus $26.3 million for 1996.

         Investment Securities Held to Maturity. Held to maturity investment
securities ("HTM") represent approximately 26% of average earning assets during
1997. HTM investment securities declined $49.1 million, or 43%, from $113.5
million at December 31, 1996 to $64.4 million at December 31, 1997, primarily
due to scheduled maturities exceeding purchases.

         Investment Securities Available for Sale. Available for sale securities
("AFS") was $21 million at December 31, 1997, an increase of $16.3 million from
$4.7 million at December 31, 1996. This increase is primarily due to the
purchase of capital trust preferred securities of three local banks during 1997.

         Loans. RBPA's primary earning assets are loans, representing
approximately 65% of average earning assets during 1997. The loan portfolio has
historically been comprised primarily of business demand loans and commercial
mortgages in roughly equal amounts, and to a significantly lesser extent one to
four family residential and home equity loans. This composition of loans did not
change during 1997. During 1997, total loans increased 39% from $209 million at
December 31, 1996 to $290.9 million at December 31, 1997, primarily due to the
purchase of a $75.4 million loan portfolio from the FDIC on December 23, 1997,
in addition to internally generated loan growth of approximately 9%. This $75.4
million portfolio was purchased at a discount of $66.7 million and is comprised
of approximately 175 commercial loans secured primarily by land, retail and
office properties in the midatlantic and northeast regions. Aside from this loan
purchase, net loans increased $17.9 million or, 9% during 1997 due to internal
loan growth exceeding maturities and payoffs.

         Deposits. RBPA's primary source of funding, deposits, increased $11.2
million, or 4.3%, from $254.2 million at December 31, 1996 to $265.4 million at
December 31, 1997. This increase in deposits is primarily due to increases in
certificates of deposits and savings deposits of $17.3 and $1.1 million,
respectively, partially offset by runoff experienced in money market deposits
and non interest deposits of $6.6 and $.6 million, respectively. The $17.3
million increase in certificates of deposits is partially related




<PAGE>   22

to the funding of the FDIC loan purchase in December 1997. This $17.3 million
increase includes $10.1 million in brokered deposits.

         Borrowings. Long term borrowings increased $26.9 million to $31.1
million at December 31, 1997 primarily due to a new $30 million Federal Home
Loan Bank ("FHLB") advance taken in December 1997 to help fund the purchase of
the FDIC loan portfolio, partially offset by the payoff of a $2.5 million FHLB
advance in January 1997, in addition to a scheduled maturity of a $.6 million
FHLB advance in December. The average balance of long term borrowings during
1997 was $2.5 million. Federal funds purchased was $15 million at December 31,
1997 and was paid down in full on January 2, 1998. The average balance of
Federal funds purchased during 1997 was $.1 million. The mortgage payable
balance at December 31, 1997 was $.6 million.

         Stockholders' Equity. Stockholders' equity increased $4.9 million or 6%
in 1997 to $89.5 million primarily due to net income of $9.4 million partially
offset by $5.3 million in cash dividends paid in 1997. During 1997, RBPA
repurchased 9,403 shares of Class A common stock at an average cost of $12.68
per share totaling $119 thousand in accordance with a stock buyback program.


RESULTS OF OPERATIONS

         General. RBPA's results of operations depend primarily on net interest
income, which is the difference between interest income on interest earning
assets and interest expense on interest bearing liabilities. Interest earning
assets consist principally of loans and investment securities, while interest
bearing liabilities consist primarily of deposits. Net income is also effected
by the provision for loan losses and the level of non interest income as well as
by non interest expenses, including salary and employee benefits, occupancy
expenses and other operating expenses.

         Net Income. Net income was $9.4 million in 1997 compared to $10.2
million in 1996 and $8.3 million in 1995. Basic earnings per share was $1.09,
$1.20 and $.96 for 1997, 1996, and 1995, respectively. The decrease in net
income of $.8 million in 1997, or 8%, is primarily due to the receipt of
nonrecurring income in 1996 relating to loan recoveries which significantly
contributed to the increase in net income in 1996 from 1995.

         Net Interest Income. Net interest income is affected by market and
economic conditions which influence rates on loan and deposit growth. Net
interest income was $23.3 million in 1997, compared to $23.6 million in 1996 and
$20.2 million in 1995. Yields on interest earning assets increased slightly to
10.16% from 10.06% in 1996, a difference of 10 basis points. The yield on
interest earning assets in 1996 increased 18 basis points from 9.88% for 1995
primarily due to an increase in the yield on loans in 1996. Average interest
earning assets decreased $3.8 million from $334.4 million in 1996 to $330.6
million for 1997, primarily due to decreases in investment securities of $15.6
million, partially offset by an increase in the average balance of loans of
$12.8 million. Average interest earning assets increased $27.3 million in 1996
from $307.1 million in 1995 primarily due the acquisition of Knoblauch State
Bank in July 1995. Yields on interest bearing deposits increased to 4.76% in
1997 from 4.59% in 1996 primarily due to higher costing certificates of
deposits, while in 1996 the yield on interest bearing liabilities decreased 22
basis points from 4.81% in 1995 primarily due to lower costing yield on NOW and
money market deposits in 1996. Average interest bearing liabilities decreased to
$210.9 million from $219.1 million for 1996, primarily due to a decrease in
average deposits in 1997. Average interest bearing liabilities increased $19.6
million in 1996 from $199.5 million in 1995.




<PAGE>   23

LOANS AND MORTGAGES

<TABLE>
<CAPTION>
                                                   1997             1996              1995
                                               ------------     ------------      ------------
<S>                                            <C>              <C>               <C>
         Average loan outstandings             $213,368,000     $200,618,000      $185,734,000
        Interest and fees on loans             $ 25,737,000     $ 25,110,000      $ 22,007,000
               Average Yield                          12.06%           12.52%            11.85%
</TABLE>

         Although RBPA continues to originate five year fixed rate loans, a
portion of the loan portfolio continues to be comprised of variable rate loans
which helps to maintain its interest spread when rates change. RBPA's yields
tend to have less of a downward fluctuation when interest rates decline as a
portion of RBPA's loans have interest rate minimums associated with them.

         While RBPA's average prime rate increased to 8.43% in 1997 from 8.29%
in 1996, the yield on loans deceased 46 basis points in 1997 from 12.52% in 1996
to 12.06% primarily due to interest recoveries in 1996 relating to a loan payoff
in 1996. Average loans increased $12.8 million to $213.4 million in 1997
primarily due to internally generated loan growth.

         Yields on loans increased 67 basis points in 1996 to 12.52% from 11.85%
in 1995, partially due to an interest recovery relating to a loan payoff in
1996. Average loans increased $14.9 million, or 8% in 1996 primarily due to an
increase in loan originations. The Bank's average prime rate for 1996 was 8.29%
versus 8.80% for 1995.


INVESTMENTS SECURITIES HELD TO MATURITY

<TABLE>
<CAPTION>
                                                      1997              1996             1995
                                                   -----------      ------------      -----------
<S>                                                <C>              <C>               <C>
       Average HTM investment securities           $85,854,000      $110,019,000      $98,924,000
                Interest income                    $ 5,774,000      $  7,094,000      $ 7,051,000
                 Average yield                            6.73%             6.45%            7.13%
</TABLE>

         HTM investment securities are comprised primarily of taxable corporate
debt issues, US Treasuries and agencies and to a lesser extent, non taxable
state and municipal investment securities. The yield in HTM investment
securities increased 28 basis points to 6.73% from 6.45% in 1996. This increase
is partially attributable to an increase in yield on taxable investment
securities of 24 basis points in 1997, in addition to an increase in the average
balance of the nontaxable investment securities which have a higher effective
yield. The average balance of HTM investment securities decreased $24.2 million
in 1997 as scheduled maturities outpaced purchases.

         The yield on HTM investment securities decreased 68 basis points in
1996 to 6.45% from 7.13% in 1995 primarily due to scheduled maturities of higher
yielding taxable bonds which were ultimately replaced by lower yielding taxable
bonds. The average balance of HTM investment securities increased $14.8 million,
or 15.0%. These purchases in corporate issues were "A" rated or better by Moody
or Standard & Poor, with maturities in the three to five year ranges. It is
RBPA's expressed intention to hold these securities to maturity, as has been the
established investment policy.


INVESTMENTS SECURITIES AVAILABLE FOR SALE

<TABLE>
<CAPTION>
                                                      1997              1996             1995
                                                   -----------       ----------        --------
<S>                                                <C>               <C>               <C>
       Average AFS investment securities           $12,212,000       $3,674,000        $940,000
         Interest and dividend income              $   991,000       $  326,000        $ 66,000
                 Average yield                            8.12%            8.87%           7.02%
</TABLE>



<PAGE>   24

         AFS investment securities are comprised primarily of capital trust
securities and to a lesser extent preferred and common stock.. The average
balance increased $8.5 million during 1997 to $12.2 million, primarily due to
the purchase of capital trust securities, and an increase in the FHLB stock
position. The average balance increased $2.7 million in 1996 to $3.7 million
from $.9 million in 1995, primarily due to the purchase of preferred stock in
1996.


INTEREST EXPENSE ON NOW AND MONEY MARKET DEPOSITS

<TABLE>
<CAPTION>
                                                      1997              1996             1995
                                                   -----------      -----------       -----------
<S>                                                <C>              <C>               <C>
      Average NOW & Money Market deposits          $69,077,000      $71,597,000       $60,349,000
               Interest expense                    $ 2,171,000      $ 2,129,000       $ 2,023,000
             Average cost of funds                        3.14%            2.97%             3.35%
</TABLE>

         In 1997 the average cost of funds on NOW and money market deposits
increased 17 basis points to 3.14% as interest rates increased slightly in 1997.
The average balance decreased $2.5 million to $69.1 million in 1997. In 1996,
the average cost of funds decreased 38 basis points to 2.97% from 3.35% in 1995
as interest rates declined during 1996. The average balance of these deposits
increased to $71.6 million in 1996 from $60.3 million in 1995, primarily due to
the acquisition of KSB in July 1995.


INTEREST EXPENSE ON TIME DEPOSITS

<TABLE>
<CAPTION>
                                                      1997              1996             1995
                                                  ------------      ------------     ------------
<S>                                               <C>               <C>              <C>
             Average time deposits                $121,934,000      $126,089,000     $122,826,000
               Interest expense                   $  7,185,000      $  7,157,000     $  6,948,000
             Average cost of funds                        5.89%             5.68%            5.66%
</TABLE>

         The average balance of time deposits decreased $4.2 million in 1997 to
$121.9 million while the average cost of funds increased 21 basis points from
5.68% in 1996 to 5.89% in 1997. In 1996 the average balance increased $3.3
million from $122.8 million in 1995, while the average cost of funds increased 2
basis points from 5.66% in 1995.

          Although rates in general started to move downward in 1995 and trend
higher in 1997, the reaction of deposits to rate changes (both increases and
decreases) is slower than the change in the prime rate because these time
deposits must mature before a rate adjustment would become effective. In 1996,
nineteen percent of time deposits are comprised of certificates of deposit
accounts with balances of $100,000 or more, which are traditionally been
considered more rate volatile than lower balance deposits; however, the penalty
for early redemption somewhat mitigates this volatility.


PROVISION FOR POSSIBLE LOAN LOSSES

         The provision for loan losses is an amount charged to expense to
provide for future losses on existing loans. In order to determine the amount of
the provision for loan loss, RBPA conducts a quarterly review of the loan
portfolio to evaluate overall credit quality. This evaluation consists of an
analysis of individual loans and overall risk characteristics and size of the
loan, and takes into consideration current economic and market conditions,
changes in non-performing loans, the capability of specific borrowers to repay
loan obligations as well as current collateral values.

         Due to recoveries exceeding charge offs in 1997 and 1996, a recovery
from the allowance for loan loss of $2.1 and $1.2 million (credit) was recorded
in 1997 and 1996, respectively. These recoveries in



<PAGE>   25

1997 and 1996 were primarily due to Management's assessment that the overall
level of loan loss reserves was adequate. Charge offs in 1997 were $.8 million
as compared to $1.1 million for 1996. Recoveries in 1997 were $2 million as
compared to $1.9 million in 1996.

         The allowance for possible loan loss at December 31, 1997 was $8.2
million or 2.8% of net loans as compared to $9.1 million at December 31, 1996,
or 4.3% of total loans and $9.7 million at December 31, 1995, or 4.9% of total
loans. These percentage decreases in the allowance to net loans are primarily
due to an increase in the level of loans outstanding for each respective period.


NON INTEREST INCOME

         Non interest income includes service charges on depositors' accounts,
safe deposit rentals and various services such as cashing checks, issuing money
orders and travelers checks, redeeming US savings bonds and similar activities.
Most components of non interest income are a modest and stable source of income,
with exceptions of one-time gains and losses from the sale of other real estate
owned, from period to period these sources of income may vary considerably.
Service charges on depositors' accounts, safe deposit rentals and other fees are
periodically reviewed by Management to remain competitive with other local
banks.

         Non interest income decreased $1.6 million to $2.6 million in 1997 from
$4.2 million in 1996. This decrease is primarily due to the decrease in gains
associated with the sale of other real estate owned in 1997. In 1997, these
gains were $1.2 million as compared to $2 million in 1996. Additionally, gains
on sale of loans decreased $.4 million in 1997 primarily due to a decrease in
total dollar volume of residential mortgage loans closed and sold in 1997 versus
1996.

         Non interest income increased $2.1 million in 1996 to $4.2 million as
compared to $2.1 million in 1995. This increase is primarily due to gains
experienced on the sale of other real estate owned of $1.1 million. This
activity is primarily due to the management aggressively concentrating on the
disposal of its portfolio of Other Real Estate during 1996 and 1995. Loans are
transferred into Other Real Estate when the Bank forecloses on the real estate
collateralizing a non-performing loan, or when the borrower abandons the
property and the Bank elects to assume control of the property. When this occurs
the Bank will transfer the loan to Other Real Estate at the lower of the book
value of the loan or the fair market value, less disposal costs, of the real
estate held as collateral.


NON INTEREST EXPENSE

         Non interest expense includes compensation and employee benefits,
occupancy, advertising, FDIC insurance, state taxes, depreciation, and other
expenses such as auditing, automatic teller machines (ATMs), data processing,
legal, outside service charges, postage, printing, and other expenses relating
to Other Real Estate owned.

         In 1997, total non interest expense decreased $.5 million to $14.6
million as compared to $15.1 million for 1996. This decrease is primarily due to
various decreases in other operating expenses of $.5 million. While salaries and
employee benefits expense of $9.5 million represents the largest component of
non interest expense, it decreased slightly from the $9.6 million recorded in
1996. These decreases were partially offset by a $.1 million increase in
occupancy expense relating to a settlement of a lease obligation assumed from
the Knoblauch State Bank acquisition in 1995, which will expire in 1998.



<PAGE>   26

         Total non interest expense increased $4.8 million in 1996 to $15.1
million primarily due to an increase in salaries, wages and employee benefits of
$4.8 million, reflecting the addition of new employees relating to the KSB
acquisition in addition to an expense recorded relating to the establishment of
a liability for the Stock Option and Appreciation Right Plan.

         The Company has a Stock Option and Appreciation Right Plan which
provides employees compensation in the form of options to purchase shares of the
Company's common stock. Accordingly, the Company accrued $3.8 and $2.5 million
relating to these stock appreciation rights as employee benefits expense in 1997
and 1996, respectively, toward the difference between current market values and
the values at the grant date.

         Additional increases in total non interest expense in 1996 from 1995
were attributable to increases in occupancy expense, primarily the result of
operating four additional banking offices due to the acquisition of KSB in 1995.
Salary expenses increased $.6 million in 1996 primarily due to an increase in
staffing expense associated with the acquisition of KSB.


ACCOUNTING FOR INCOME TAXES

         The provision for federal income taxes was $4.1 million in 1997 as
compared to $3.9 million for 1996 and $3.6 million for 1995. The increases in
the tax provision for 1997 was due to a change in the deferred tax asset in 1997
from 1996. The increase in tax provision for 1996 and 1995 are due to higher
taxable income of approximately $2.3 million and $.8 million, respectively, in
addition to lower levels of tax-exempt income for both years, as the tax free
investment securities portfolio continues to shrink due to bond calls.


ACCOUNTING FOR DEBT AND EQUITY SECURITIES

         The Bank adopted SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," at January 1, 1994. This standard requires
investments in securities to be classified in one of three categories; held to
maturity, trading or available for sale. Debt securities that the Bank has the
positive intent and ability to hold to maturity are classified as held to
maturity and are reported at amortized cost. As the Bank does not engage in
security trading, the balance of its debt securities and any equity securities
are classified as available for sale. Net unrealized gains and losses for such
securities, net of tax effect, are required to be recognized as a separate
component of stockholders' equity and excluded from the determination of net
income. Since the majority of the Bank's investments are classified as held to
maturity, the adoption of SFAS No. 115 did not have a significant effect on
stockholders' equity at January 1, 1994 and December 31, 1994.


ASSET LIABILITY MANAGEMENT

         The primary functions of asset-liability management are to assure
adequate liquidity and maintain an appropriate balance between interest earning
assets and interest bearing liabilities. This process is overseen by the
Asset-Liability Committee ("ALCO") which monitors and controls, among other
variables, the liquidity, balance sheet structure and interest rate risk of the
consolidated company within policy parameters established and outlined in the
Funds, Cash Flow and Liquidity Policies and Procedures which are reviewed by the
Board of Directors at least annually. Additionally, the ALCO committee meets


<PAGE>   27

periodically and reports on liquidity, interest rate sensitivity and projects
financial performance in various interest rate scenarios.

         Liquidity. Liquidity is the ability of the financial institution to
ensure that adequate funds will be available to meet its financial commitments
as they become due. In managing its liquidity position, the financial
institution evaluates all sources of funds, the largest of which is deposits.
Also taken into consideration is the repayment of loans. These sources provide
the financial institution with alternatives to meet its short term liquidity
needs. Longer term liquidity needs may be met by issuing longer term deposits
and by raising additional capital.

         RBPA generally maintains a liquidity ratio equal to or greater than 25%
of total deposits and short term liabilities. Liquidity is specifically defined
as the ratio of net cash, short term and marketable assets to net deposits and
short term liabilities. The liquidity ratio for the years ended December 31,
1997, 1996 and 1995 was 39%, 49%, 54%, respectively. Management believes that
RBPA's liquidity position continues to be adequate, continues to be in excess of
its peer group level and meets or exceeds the liquidity target set forth in the
Funds, Cash Flow and Liquidity Policies and Procedures. Management believes that
due to its financial position, it will be able to raise deposits as needed to
meet liquidity demands. However, any financial institution could have unmet
liquidity demands at any time.

         Interest Rate Sensitivity. Interest rate sensitivity is a function of
the repricing characteristics of the financial institution's assets and
liabilities. These include the volume of assets and liabilities repricing, the
timing of repricing, and the relative levels of repricing. Attempting to
minimize the interest rate sensitivity gaps is a continual challenge in a
changing rate environment. The interest sensitivity report examines the
positioning of the interest rate risk exposure in a changing interest rate
environment. Ideally the rate sensitive assets and liabilities will be
maintained in a matched position to minimize interest rate risk.

         The interest rate sensitivity analysis is an important management tool,
however, it does have some inherent shortcomings. It is a "static" analysis.
Although certain assets and liabilities may have similar maturities or
repricing, they may react in different degrees to changes in market interest
rates. Additionally, repricing characteristics of certain assets and liabilities
may vary substantially within a given period.


<PAGE>   28

         The following table summarizes repricing intervals for interest earning
assets and interest bearing liabilities as of December 31, 1997, and the
difference or "gap" between them on an actual and cumulative basis for the
periods indicated. A gap is considered positive when the amount of interest rate
sensitive assets exceeds the amount of interest rate sensitive liabilities.
During a period of falling interest rates, a positive gap would tend to
adversely affect net interest income, while a negative gap would tend to result
in an increase in net interest income. During a period of rising interest rates,
a positive gap would tend to result in an increase in net interest income while
a negative gap would tend to affect net interest income adversely. At December
31, 1997, RBPA is in a slightly liability sensitive position which indicates
liabilities will reprice somewhat more than assets.

INTEREST RATE SENSITIVITY
(IN  MILLIONS)

<TABLE>
<CAPTION>
                                                 DAYS
                                          -------------------    1 TO 5    OVER 5    NON-RATE
ASSETS (1)                                0 - 90     91 - 365    YEARS     YEARS     SENSITIVE  TOTAL
-------                                   ------------------------------------------------------------
<S>                                       <C>         <C>        <C>       <C>       <C>        <C>
Interest-bearing deposits in banks        $  0.9      $ --       $ --      $ --      $  --      $  0.9
Federal funds sold                          22.9        --         --        --                   22.9
Investment securities:
       Available for sale                   21.0        --         --        --         --        21.0
       Held to maturity                     11.9        31.6       12.1       8.7       --        64.3
                                          ------      ------     ------    ------    ------     ------
    Total investment securities             32.9        31.6       12.1       8.7       --        85.3
Loans:(2)
       Fixed rate (3)                       10.9        10.5      102.1      39.1       --       162.6
       Variable rate                        33.5        18.3       62.5      24.8       --       139.1
                                          ------      ------     ------    ------    ------     ------
    Total loans                             44.4        28.8      164.6      63.9       --       301.7
Other assets(4)                             --          --         --        --         5.8        5.8
                                          ------      ------     ------    ------    ------     ------
    Total Assets                          $101.1      $ 60.4     $176.7    $ 72.6    $  5.8     $416.6
                                          ======      ======     ======    ======    ======     ======

LIABILITIES & CAPITAL
Deposits:
       Non interest bearing deposits      $ --        $ --       $ --      $ --      $ 37.7     $ 37.7
       Interest bearing deposits(5)         60.9        26.7       --        --        --         87.6
       Certificate of deposits              19.0        43.4       46.4      31.4      --        140.2
                                          ------      ------     ------    ------    ------     ------
    Total deposits                          79.9        70.1       46.4      31.4      37.7      265.5
Short term borrowings                       15.0        --         --        --        --         15.0
Mortgage and long term borrowings            0.6         0.6       30.4      --        --         31.6

Other liabilities                           --          --         --        --        15.0       15.0
Capital                                     --          --         --        --        89.5       89.5
                                          ------      ------     ------    ------    ------     ------
    Total liabilities & capital           $ 95.5      $ 70.7     $ 76.8    $ 31.4    $142.2     $416.6
                                          ======      ======     ======    ======    ======     ======

Net  interest rate  GAP                   $  5.6      ($10.3)    $ 99.9    $ 41.2   ($136.0)
                                          ======      ======     ======    ======    ======

Cumulative interest rate  GAP             $  5.6      ($ 4.7)    $ 95.2    $136.0      --
                                          ======      ======     ======    ======    ======
GAP to total  assets                           1%         (3%)
                                          ======      ======
GAP to total equity                            9%        (17%)
                                          ======      ======
Cumulative GAP to total assets                 1%         (1%)
                                          ======      ======
Cumulative GAP to total equity                 9%         (8%)
                                          ======      ======
</TABLE>


(1)      Interest earning assets are included in the period in which the
         balances are expected to be repaid and/or repriced as a result of
         anticipated prepayments, scheduled rate adjustments, and contractual
         maturities.

(2)      Reflects principal maturing within the specified periods for fixed and
         variable rate loans and includes nonperforming loans.

(3)      Fixed rate loans include a portion of variable rate loans whose floors
         are in effect at December 31, 1997.

(4)      For purposes of gap analysis, other assets include the allowance for
         possible loan loss, unamortized discount on purchased loans and
         deferred fees on loans.

(5)      Based on historical analysis, Money market and Savings deposits are
         assumed to have rate sensitivity of 1 month; NOW account deposits are
         assumed to have a rate sensitivity of 4 months.



<PAGE>   29

         The method to analyze interest rate sensitivity in the table above has
a number of limitations. Certain assets and liabilities may react differently to
changes in interest rates even though they reprice or mature in the same time
periods. The interest rates on certain assets and liabilities may change at
different times than changes in market interest rates, with some changing in
advance of changes in market rates and some lagging behind changes in market
rates. Also, certain assets have provisions which limit changes in interest
rates each time the interest rate changes and for the entire term of the loan.
Additionally, prepayments and withdrawals experienced in the event of a change
in interest rates may deviate significantly from those assumed in the interest
rate sensitivity table. Additionally, the ability of some borrowers to service
their debt may decrease in the event of an interest rate increase.


CAPITAL ADEQUACY

         The table shown below sets forth RBPA's consolidated capital level and
performance ratios.

<TABLE>
<CAPTION>
                                                                            REGULATORY
                                             1997       1996       1995       MINIMUM
                                            ------     ------     ------    ----------
<S>                                         <C>        <C>        <C>       <C>
CAPITAL LEVEL
   Leverage ratio                           25.6%      24.2%      22.2%           3%
   Risk based capital ratio:
        Tier 1                              25.1%      28.9%      27.7%           4%
        Tier 2                              26.4%      30.2%      29.0%           8%

CAPITAL PERFORMANCE
    Return on average assets                 2.7%       3.0%       2.6%        --
    Return on average equity                10.8%      12.7%      11.1%        --
</TABLE>

         RBPA's sources of capital have been derived from the issuance of stock
as well as retained earnings. While RBPA has not had a stock offering since
1986, total stockholder's equity has increased primarily due to steady increases
in retained earnings. At December 31, 1997, RBPA had an average capital to
average asset ratio of 25.3 %. RBPA has no current plans to raise capital
through new stock offerings and indeed, seeks ways to leverage its existing
capital which is considered excessive by industry standards.

         In early 1989, each of the federal bank regulatory agencies issued
risk-based capital standards which were phased in December 31, 1992. The new
standards place assets in various categories of risk with varying weights
assigned, and consider certain off-balance sheet activities, such as letters of
credit and loan commitments in the base for purposes of determining capital
adequacy. The principal objective of establishing the risk-based capital
framework is to achieve greater convergence in the measurement and assessment of
capital adequacy due to the divergence of asset mixes maintained from one
depository institution to the next. At December 31, 1997, RBPA's ratio using
these standards was 26.4%.

YEAR 2000

         Management has initiated a company wide program to prepare RBPA's
computer systems and applications for the year 2000. The year 2000 problem is
pervasive and complex as virtually every computer system will be affected in
some way by the rollover of the two digit year value to 00. Through a special
committee and outside consultants, RBPA is conducting a comprehensive review of
its computer systems and third party vendors providing hardware and software
services to identify systems and vendors that could be affected by the year 2000
issue. As much of RBPA's data processing is outsourced to third



<PAGE>   30

party vendors, RBPA does not expect the costs associated with year 2000
compliance over the next three years to have a material effect on its financial
position or results of operations. The amount expensed in 1997 was immaterial.


MANAGEMENT OPTIONS TO PURCHASE SECURITIES

         On June 27, 1990, the directors of the Bank approved the Royal Bank of
Pennsylvania Non-qualified Stock Option and Appreciation Right Plan (the Plan).
The Plan was reapproved by the shareholders in connection with the formation of
the holding company. The Plan is an incentive program under which Bank officers
and other key employees may be awarded additional compensation in the form of
options to purchase up to 1,000,000 shares of the Registrant's Class A common
stock (but not in excess of 15% of outstanding shares). The option price is
equal to the fair market value at the date of the grant. At December 31, 1997,
519,277 options have been granted (the fair market per share at the time of the
grant was $13.75 in 1997 and $10.00 in 1996) which are exercisable at 20% per
year. At December 31, 1997, options covering 325,036 shares were exercisable.

         In 1990, the directors of the Bank approved a non-qualified Outside
Directors Stock Option Plan. The Plan was reapproved by the shareholders in
connection with the formation of the holding company. Under the terms of the
plan, 150,000 shares of Class A stock are authorized for grants. Each director
is entitled to 1,500 shares of stock annually which is exercisable after one
year of service. The options were granted at the fair market value ($13.75 per
share in 1997 and $10.00 in 1996) at the date of the grant. Currently, the
strike price on the options ranges from $2.695 to $13.225 per share. During
1997, 7,284 options were exercised at strike prices ranging from $2.709 to
$9.615 per share. At December 31, 1997, 51,175 options were outstanding and
options covering 37,135 shares were exercisable.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         A simulation model is used to estimate the impact of various changes,
both upward and downward, in market interest rates and volumes of assets and
liabilities on net income. This model produces an interest rate exposure report
that forecasts changes in the market value of portfolio equity under alternative
interest rate environments. The market value of portfolio is defined as the
present value of existing assets and liabilities. The calculated estimates of
changes in the market value of portfolio value are as follows:

           At December 31, 1997 (Dollars in Thousands)

<TABLE>
<CAPTION>
                                      Market Value of            Percent of
           Changes in Rates           Portfolio Equity             Change
<S>                                   <C>                        <C>
          + 400 basis points              $ 74,739                 (20.6)%
          + 300 basis points                77,784                 (15.9)
          + 200 basis points                81,167                 (11.1)
          + 100 basis points                84,921                  (6.2)
              Flat rate                     90,169                  --
          - 100 basis points               100,903                  10.7
          - 200 basis points               116,463                  22.6
          - 300 basis points               135,271                  33.3
          - 400 basis points               158,532                  43.1
</TABLE>




<PAGE>   31

         The assumptions used in evaluating the vulnerability of earnings and
capital to changes in interest rates are based on management's considerations of
past experience, current position and anticipated future economic conditions.
The interest rate sensitivity of assets and liabilities as well as the estimated
effect of changes in interest rates on the market value of portfolio equity
could vary substantially if different assumptions are used or actual experience
differs from the calculations were based.



<PAGE>   32

ITEM 8. FINANCIAL STATEMENT AND SUPPLEMENTARY DATA



         FINANCIAL STATEMENTS AND REPORT OF
      INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

       ROYAL BANCSHARES OF PENNSYLVANIA, INC.
                  AND SUBSIDIARIES

             DECEMBER 31, 1997 AND 1996



<PAGE>   33

               Report of Independent Certified Public Accountants


Board of Directors
Royal Bancshares of Pennsylvania, Inc. and Subsidiaries


          We have audited the accompanying consolidated balance sheets of Royal
Bancshares of Pennsylvania, Inc. and Subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

          We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Royal
Bancshares of Pennsylvania, Inc. and Subsidiaries as of December 31, 1997 and
1996, and the consolidated results of their operations and their consolidated
cash flows for each of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.



/S/ Grant Thornton LLP

Philadelphia, Pennsylvania
January 23, 1998


<PAGE>   34

             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,

<TABLE>
<CAPTION>
        ASSETS                                                                             1997              1996
<S>                                                                                    <C>               <C>
Cash and due from banks                                                                $  7,491,242      $  7,744,012
Federal funds sold                                                                       22,925,000        10,625,000
                                                                                       ------------      ------------
               Total cash and cash equivalents                                           30,416,242        18,369,012
                                                                                       ------------      ------------
Interest bearing deposits in banks                                                          300,030           953,000
Investment securities held to maturity (market value of $64,984,987
    and $113,635,320 in 1997 and 1996, respectively)                                     64,371,042       113,474,908
Investment securities available for sale - at market value                               21,048,793         4,725,151
Total loans                                                                             290,897,048       209,016,895
    Less allowance for loan losses                                                        8,186,237         9,084,153
                                                                                       ------------      ------------
               Net loans                                                                282,710,811       199,932,742
Other real estate, net                                                                         --             504,104
Premises and equipment, net                                                               4,788,921         4,708,531
Accrued interest and other assets                                                        12,962,240        12,481,420
                                                                                       ------------      ------------
                                                                                       $416,598,079      $355,148,868
                                                                                       ============      ============
               LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
    Deposits
       Non-interest bearing                                                            $ 37,712,928      $ 38,327,081
       Interest bearing (includes certificates of deposit in excess of $100,000 of
         $33,175,135 and $23,657,679 in 1997 and 1996, respectively)                    227,650,506       215,855,522
                                                                                       ------------      ------------
               Total deposits                                                           265,363,434       254,182,603
    Federal funds purchased                                                              15,000,000              --
    Accrued interest and other liabilities                                               15,095,998        11,571,988
    Long-term borrowings                                                                 31,063,000         4,201,000
    Mortgage payable                                                                        570,885           612,607
                                                                                       ------------      ------------
               Total liabilities                                                        327,093,317       270,568,198
                                                                                       ------------      ------------
Stockholders' equity
    Common stock
       Class A, par value $2.00 per share; authorized, 18,000,000 shares; issued,
         7,015,721 and 6,596,625 shares in 1997 and 1996, respectively                   14,031,442        13,193,250
       Class B, par value $0.10 per share; authorized, 2,000,000 shares; issued,
         1,592,859 and 1,592,091 shares in 1997 and 1996, respectively                      159,286           159,209
    Capital surplus                                                                      38,797,618        34,827,443
    Retained earnings                                                                    38,023,359        38,427,800
    Accumulated unrealized gain (loss) on investment securities available for sale          638,142            (1,158)
                                                                                       ------------      ------------
                                                                                         91,649,847        86,606,544
    Treasury stock - at cost, 207,516 and 198,113 Class A shares in 1997
       and 1996, respectively                                                            (2,145,085)       (2,025,874)
                                                                                       ------------      ------------
                                                                                         89,504,762        84,580,670
                                                                                       $416,598,079      $355,148,868
                                                                                       ============      ============
</TABLE>


<PAGE>   35

The accompanying notes are an integral part of these statements.



<PAGE>   36

             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

                        CONSOLIDATED STATEMENTS OF INCOME
                             Year ended December 31,

<TABLE>
<CAPTION>
                                                                                 1997            1996            1995
                                                                             ------------    ------------    -----------
<S>                                                                          <C>             <C>             <C>
Interest income
    Loans, including fees                                                    $ 25,559,901    $ 25,109,566    $21,754,636
    Investment securities held to maturity
        Taxable                                                                 5,604,469       6,858,222      6,048,002
        Tax-exempt                                                                116,779          58,488        661,588
    Investment securities available for sale
        Taxable                                                                    99,847          64,293         65,786
        Tax-exempt                                                                891,537         261,443           --
    Deposits in banks                                                             112,294         131,005        103,510
    Federal funds sold                                                            986,552       1,134,687      1,121,163
                                                                             ------------    ------------    -----------
           TOTAL INTEREST INCOME                                               33,371,379      33,617,704     29,754,685
                                                                             ------------    ------------    -----------
Interest expense
    Deposits                                                                    9,810,104       9,711,456      9,308,218
    Mortgage payable and other                                                    231,252         342,819        279,273
    Federal funds purchased                                                         6,148            --            4,876
                                                                                             ------------    -----------
           TOTAL INTEREST EXPENSE                                              10,047,504      10,054,275      9,592,367
                                                                             ------------    ------------    -----------
           NET INTEREST INCOME                                                 23,323,875      23,563,429     20,162,318
Decrease in provision for loan losses                                          (2,118,281)     (1,487,734)          --
                                                                             ------------    ------------    -----------
           NET INTEREST INCOME AFTER PROVISION
              FOR LOAN LOSSES                                                  25,442,156      25,051,163     20,162,318
                                                                             ------------    ------------    -----------

Other income
    Service charges and fees                                                      981,111       1,008,054        780,245
    Realized gains on sale of investment securities available for sale             13,643            --           13,147
    Gain on other real estate                                                   1,204,443       2,015,994        870,313
    Gain on sale of loans                                                          28,585         427,023         85,791
    Other income                                                                  397,194         780,333        305,747
                                                                             ------------    ------------    -----------
                                                                                2,624,976       4,231,404      2,055,243
                                                                             ------------    ------------    -----------
Other expenses
    Salaries, wages and employee benefits                                       9,545,799       9,601,628      4,849,409
    Occupancy and equipment                                                       756,202         660,219        557,825
    Other operating expenses                                                    4,332,119       4,876,719      4,904,129
                                                                             ------------    ------------    -----------
                                                                               14,634,120      15,138,566     10,311,363
                                                                             ------------    ------------    -----------
           INCOME BEFORE INCOME TAXES                                          13,433,012      14,144,001     11,906,198
Income taxes                                                                    4,074,280       3,907,111      3,647,702
                                                                             ------------    ------------    -----------
           NET INCOME                                                        $  9,358,732    $ 10,236,890    $ 8,258,496
                                                                             ============    ============    ===========
Per share data
    Net income - basic                                                       $       1.09    $       1.20    $      0.96
                                                                             ============    ============    ===========
    Net income - diluted                                                     $       1.05    $       1.17    $      0.94
                                                                             ============    ============    ===========
</TABLE>

The accompanying notes are an integral part of these statements.


<PAGE>   37


             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                  Years ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                                                                  Class A common stock            Class B common stock
                                                                ------------------------        -----------------------
                                                                  Shares        Amount            Shares        Amount
                                                                ---------    -----------        ----------     --------
<S>                                                             <C>          <C>                <C>            <C>
Balance, January 1, 1995                                        6,260,920    $12,521,840        $1,466,737     $146,674
 Net income for the year ended December 31, 1995                     --             --                --           --
 Conversion of Class B common stock to Class A
    common stock                                                   27,234         54,468           (24,424)      (2,443)
 6% stock dividends declared                                      347,661        695,322            87,359        8,736
 Cash in lieu of fractional shares                                   --             --                --           --
 Purchase of treasury stock                                          --             --                --           --
 Retirement of treasury stock                                    (560,265)    (1,120,530)             (572)         (57)
 Stock options exercised                                           11,004         22,008              --           --
 Cash dividends on common stock                                      --             --                --           --
 Transfer of capital in formation of holding company                 --             --                --           --
 Net unrealized loss on investment securities
  available for sale                                                 --             --                --           --
                                                                ---------    -----------        ----------     --------
Balance, December 31, 1995                                      6,086,554     12,173,108         1,529,100      152,910
 Net income for the year ended December 31, 1996                     --             --                --           --
 Conversion of Class B common stock to Class A
    common stock                                                   32,851         65,702           (28,650)      (2,865)
 6% stock dividends declared                                      365,229        730,458            91,641        9,164
 Cash in lieu of fractional shares                                   --             --                --           --
 Purchase of treasury stock                                          --             --                --           --
 Stock options exercised                                          111,991        223,982              --           --
 Cash dividends on common stock                                      --             --                --           --
 Net unrealized loss on investment securities
  available for sale                                                 --             --                --           --
                                                                ---------    -----------        ----------     --------
</TABLE>

<TABLE>
<CAPTION>
                                                                                             Net unrealized
                                                                                             gain (loss) on
                                                                                               investment
                                                             Capital         Retained          securities              Treasury
                                                             surplus         earnings       available for sale          stock
                                                           -----------     -----------      ------------------       ------------
<S>                                                        <C>             <C>              <C>                      <C>
Balance, January 1, 1995                                   $27,517,173     $32,812,755           $  --               $(2,381,643)
 Net income for the year ended December 31, 1995                  --         8,258,496              --                      --
 Conversion of Class B common stock to Class A
    common stock                                                  --           (52,026)             --                      --
 6% stock dividends declared                                 2,880,934      (3,584,992)             --                      --
 Cash in lieu of fractional shares                                --            (2,069)             --                      --
 Purchase of treasury stock                                       --              --                --                  (843,986)
 Retirement of treasury stock                               (2,105,045)           --                --                 3,225,629
 Stock options exercised                                        78,806            --                --                      --
 Cash dividends on common stock                                   --          (940,826)             --                      --
 Transfer of capital in formation of holding company         1,500,000      (1,500,000)             --                      --
 Net unrealized loss on investment securities
  available for sale                                              --              --                (564)                   --
                                                           -----------     -----------           -------             -----------
Balance, December 31, 1995                                  29,871,868      34,991,338              (564)                   --
 Net income for the year ended December 31, 1996                  --        10,236,890              --                      --
 Conversion of Class B common stock to Class A
    common stock                                                  --           (62,837)             --                      --
 6% stock dividends declared                                 4,025,365      (4,764,987)             --                      --
 Cash in lieu of fractional shares                                --            (2,099)             --                      --
 Purchase of treasury stock                                       --              --                --                (2,025,874)
 Stock options exercised                                       930,210            --                --                      --
 Cash dividends on common stock                                   --        (1,970,505)             --                      --
 Net unrealized loss on investment securities
  available for sale                                              --              --                (594)                   --
                                                           -----------     -----------           -------             -----------
</TABLE>

                                   (Continued)


<PAGE>   38

             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - CONTINUED

                  Years ended December 31, 1997, 1996 and 1995



<TABLE>
<CAPTION>
                                                             Class A common stock      Class B common stock
                                                            -----------------------    --------------------
                                                             Shares        Amount        Shares     Amount
                                                            ---------   -----------    ---------   --------
<S>                                                         <C>         <C>            <C>         <C>
Balance, December 31, 1996                                  6,596,625   $13,193,250    1,592,091   $159,209

 Net income for the year ended December 31, 1997                 --            --           --         --
 Conversion of Class B common stock to Class A
   common stock                                                70,344       140,688      (61,091)    (6,109)
 4% stock dividends declared                                  258,176       516,352       61,859      6,186
 Cash in lieu of fractional shares                               --            --           --         --
 Purchase of treasury stock                                      --            --           --         --
 Stock options exercised                                       90,576       181,152         --         --
 Cash dividends on common stock                                  --            --           --         --
 Net unrealized gain on investment securities
   available for sale                                            --            --           --         --
                                                            ---------   ----------     --------    -------
Balance, December 31, 1997                                  7,015,721   $14,031,442    1,592,859   $159,286
                                                            =========   ==========     =========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                                                      Net unrealized
                                                                                      gain (loss) on
                                                                                        investment
                                                       Capital         Retained         securities          Treasury
                                                       surplus         earnings      available for sale      stock
                                                     -----------     ------------    ------------------   ------------
<S>                                                  <C>             <C>             <C>                  <C>
Balance, December 31, 1996                           $34,827,443     $ 38,427,800      $  (1,158)         $(2,025,874)

 Net income for the year ended December 31, 1997            --          9,358,732           --                   --
 Conversion of Class B common stock to Class A
   common stock                                             --           (134,579)          --                   --
 4% stock dividends declared                           3,799,706       (4,322,244)          --                   --
 Cash in lieu of fractional shares                          --             (2,477)          --                   --
 Purchase of treasury stock                                 --               --             --               (119,211)
 Stock options exercised                                 170,469             --             --                   --
 Cash dividends on common stock                             --         (5,303,873)          --                   --
 Net unrealized gain on investment securities
   available for sale                                       --               --          639,300                 --
                                                     -----------      ------------      --------           ----------
Balance, December 31, 1997                           $38,797,618     $ 38,023,359      $ 638,142          $(2,145,085)
                                                     ===========     ============      =========          ===========
</TABLE>


         The accompanying notes are an integral part of this statement.

<PAGE>   39
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,



<TABLE>
<CAPTION>
                                                                           1997              1996              1995
                                                                       ------------      ------------      ------------
<S>                                                                    <C>               <C>               <C>
Cash flows from operating activities
    Net income                                                         $  9,358,732      $ 10,236,890      $  8,258,496
    Adjustments to reconcile net income to
           net cash provided by operating activities
        Depreciation and amortization                                       323,916           412,395           264,920
        Decrease in provision for loan losses                            (2,118,281)       (1,487,734)             --
        Accretion of investment securities discount                         (61,462)          (70,938)         (137,114)
        Amortization of investment securities premium                       697,987           722,147           205,236
        Amortization of deferred loan fees                                 (137,591)         (130,272)         (107,578)
        Accretion of discount on loans purchased                         (1,849,384)       (1,265,330)       (1,397,740)
        Provision (benefit) for deferred income taxes                       579,007          (912,654)          (11,005)
        Loss on sale of equipment                                              --                --               4,101
        Gain on other real estate                                        (1,204,443)       (2,015,994)         (870,313)
        Gain on sale of loans                                               (28,585)         (427,023)          (85,791)
        Realized gains on sale of investment securities available
           for sale                                                         (13,643)             --             (13,147)
        Increase in accrued interest receivable                            (626,542)         (301,024)         (872,930)
        Decrease (increase) in other assets                               1,648,874         1,394,977        (2,466,059)
        Increase in accrued interest payable                                952,653           768,127           788,815
        Increase in unearned income on loans                                345,443           261,203           260,583
        Increase in other liabilities                                       934,994         2,954,589         1,655,439
                                                                       ------------      ------------      ------------

               Net cash provided by operating activities                  8,801,675        10,139,359         5,475,913
                                                                       ------------      ------------      ------------

Cash flows from investing activities
    Net increase (decrease) in interest bearing balances in banks           652,970          (234,249)          279,000
    Proceeds from calls and maturities of investment securities
        held to maturity                                                 58,516,144        18,554,228        16,101,561
    Purchase of investment securities held to maturity                   (9,310,907)      (29,217,548)      (37,040,063)
    Proceeds from sale of investment securities available for sale           18,129              --          11,908,594
    (Purchase) sales of Federal Home Loan Bank stock                     (2,150,000)             --             786,200
    Purchase of investment securities available for sale                (14,276,725)       (3,755,408)          (29,359)
    Net (increase) decrease in loans                                    (14,331,580)      (10,118,860)       17,002,492
    Purchase of loan portfolio                                          (66,740,249)             --         (51,493,946)
    Proceeds from sale of premises and equipment                               --                --               8,241
    Purchase of premises and equipment                                     (404,306)         (693,677)         (847,404)
    Proceeds from sale and payments on other real estate                  1,708,547         2,124,138         4,750,670
                                                                       ------------      ------------      ------------

               Net cash used in investing activities                    (46,317,977)      (23,341,376)      (38,574,014)
                                                                       ------------      ------------      ------------
</TABLE>




                                   (Continued)
<PAGE>   40
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                             Year ended December 31,



<TABLE>
<CAPTION>
                                                                           1997              1996              1995
                                                                       ------------      ------------      ------------
<S>                                                                    <C>               <C>               <C>
Cash flows from financing activities
    Net increase (decrease) in short-term borrowings                   $ 15,000,000      $       --        $(21,000,000)
    Net (decrease) increase in non-interest bearing and
        interest bearing demand deposits and savings accounts            (6,135,112)       (4,275,541)       30,592,932
    Net increase (decrease) in certificates of deposit                   17,315,943        (9,783,396)       25,683,709
    Mortgage payments                                                       (41,722)          (39,760)          (36,781)
    Cash dividends in lieu of fractional shares                              (2,479)           (2,099)           (2,069)
    Purchase of treasury stock                                             (119,211)       (2,025,874)         (843,986)
    Net increase (decrease) in long-term borrowings                      26,862,000         1,869,000          (948,000)
    Issuance of common stock under stock option plans                     1,987,986         1,154,192           100,814
    Cash dividends                                                       (5,303,873)       (1,970,505)         (940,826)
                                                                       ------------      ------------      ------------

               Net cash provided by (used in) financing activities       49,563,532       (15,073,983)       32,605,793
                                                                       ------------      ------------      ------------

               NET INCREASE (DECREASE) IN
                   CASH AND CASH EQUIVALENTS                             12,047,230       (28,276,000)         (492,308)

Cash and cash equivalents at beginning of year                           18,369,012        46,645,012        47,137,320
                                                                       ------------      ------------      ------------

Cash and cash equivalents at end of year                               $ 30,416,242      $ 18,369,012      $ 46,645,012
                                                                       ============      ============      ============

Supplemental disclosure of cash flow information
    Cash paid during the year for
        Interest                                                       $  9,094,851      $  9,286,149      $  8,803,552
                                                                       ============      ============      ============

        Income taxes                                                   $  3,750,000      $  4,850,000      $  3,050,000
                                                                       ============      ============      ============
</TABLE>



The accompanying notes are an integral part of these statements.
<PAGE>   41
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1997 and 1996




NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The accompanying consolidated financial statements include the accounts of
    Royal Bancshares of Pennsylvania, Inc. (the Company) and its wholly-owned
    subsidiaries: Royal Investments of Delaware, Inc. and Royal Bank of
    Pennsylvania (the Bank), including the Bank's wholly-owned subsidiary, Royal
    Real Estate, Inc. On June 29, 1995, the Company was formed and acquired all
    of the outstanding common stock of the Bank in a business combination
    accounted for in a manner similar to a pooling of interests. In the
    transaction, the Bank's shareholders exchanged common stock of the Bank for
    common stock of the Company on a share-for-share basis. These financial
    statements reflect the historical information of the Company. All
    significant intercompany transactions and balances have been eliminated.

    1.  Business

    The Company, through its subsidiary bank, offers a full range of banking
    services to individual and corporate customers located in eastern
    Pennsylvania. The Bank competes with other banking and financial
    institutions in certain markets, including financial institutions with
    resources substantially greater than its own. Commercial banks, savings
    banks, savings and loan associations, credit unions and money market funds
    actively compete for savings and time deposits and for various types of
    loans. Such institutions, as well as consumer finance and insurance
    companies, may be considered competitors of the Bank with respect to one or
    more of the services it renders.

    In addition to being subject to competition from other financial
    institutions, the Company is subject to regulations of certain federal
    agencies and, accordingly, it is periodically examined by those regulatory
    authorities.

    2.  Use of Estimates

    In preparing the consolidated financial statements, management is required
    to make estimates and assumptions that affect the reported amounts of assets
    and liabilities as of the date of the balance sheet and revenues and
    expenditures for the period. Therefore, actual results could differ
    significantly from those estimates.

    The principal estimate that is particularly susceptible to significant
    change in the near term relates to the allowance for loan losses. In
    connection with this estimate, when circumstances warrant, management
    obtains independent appraisals for significant properties. However, future
    changes in real estate market conditions and the economy could affect the
    Company's allowance for loan losses.



                                   (Continued)
<PAGE>   42
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1997 and 1996




NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    3.  Investment Securities

    The Company accounts for investment securities in accordance with Statement
    of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
    Investments in Debt and Equity Securities." This standard requires
    investments in securities to be classified in one of three categories: held
    to maturity, trading or available for sale. Debt securities that the Company
    has the positive intent and ability to hold to maturity are classified as
    held to maturity and are reported at amortized cost. As the Company does not
    engage in security trading, the balance of its debt securities and any
    equity securities are classified as available for sale. Net unrealized gains
    and losses for such securities, net of tax effect, are required to be
    recognized as a separate component of stockholders' equity and excluded from
    the determination of net income.

    4.  Allowance for Loan Losses

    The allowance for loan losses is maintained at a level believed adequate by
    management to absorb potential losses in the loan portfolio. Management's
    determination of the adequacy of the allowance is based on an evaluation of
    the portfolio, past loan loss experience, current economic conditions,
    volume, growth, and composition of the loan portfolio, and other relevant
    factors. The allowance is increased by provisions for loan losses charged
    against income. Decreases in the allowance result from management's
    determination that the allowance for loan losses exceeds their estimates of
    potential loan loss.

    The Company adopted SFAS No. 114, "Accounting by Creditors for Impairment of
    a Loan," as amended by SFAS No. 118, "Accounting by Creditors for Impairment
    of a Loan - Income Recognition and Disclosures," on October 1, 1995. This
    new standard requires that a creditor measure impairment based on the
    present value of expected future cash flows discounted at the loan's
    effective interest rate, except that as a practical expedient, a creditor
    may measure impairment based on a loan's observable market price, or the
    fair value of the collateral if the loan is collateral-dependent. Regardless
    of the measurement method, a creditor must measure impairment based on the
    fair value of the collateral when the creditor determines that foreclosure
    is probable. The adoption of SFAS No. 114, as amended by SFAS No. 118, had
    no material impact on the Company's consolidated financial position or
    results of operations.

    5.  Loan Fees and Related Costs

    Interest on loans is accrued and credited to operations based upon the
    principal amount outstanding. Accretion of unearned discounts on loans has
    been added to the related interest income. Accrual of interest is
    discontinued on a loan when management believes that the borrower's
    financial condition is such that collection of interest is doubtful and
    generally when a loan becomes 90 days past due as to principal or interest.
    When interest accruals are discontinued, interest credited to income in the
    current year is reversed and interest accrued in the prior year is charged
    to the allowance for loan losses. Management may elect to continue the
    accrual of interest when the estimated net realizable value of collateral is
    sufficient to cover the principal balance and accrued interest.

                                   (Continued)
<PAGE>   43
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1997 and 1996


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    6.  Other Real Estate

    Other real estate is recorded at the lower of the customer's loan balance or
    the adjusted fair market value of the real estate securing the loan. The
    adjusted fair market value is determined by reducing the fair market value
    by estimated costs for the disposition of the property. Costs relating to
    holding the property are expensed when incurred.

    7.  Premises and Equipment

    Premises and equipment are stated at cost less accumulated depreciation,
    which is computed principally on the straight-line method over the estimated
    useful lives of the assets. Leasehold improvements are amortized on the
    straight-line method over the shorter of the estimated useful lives of the
    improvements or the terms of the related leases. The estimated useful lives
    for buildings and leasehold improvements range from 15 to 31-1/2 years, and
    for furniture and fixtures are 5 to 7 years.

    8.  Income Taxes

    The Company follows the provisions of SFAS No. 109, "Accounting for Income
    Taxes." Under the liability method specified by SFAS No. 109, deferred tax
    assets and liabilities are determined based on the difference between the
    financial statement and tax bases of assets and liabilities as measured by
    the enacted tax rates which will be in effect when these differences
    reverse. Deferred tax expense is the result of changes in deferred tax
    assets and liabilities. The principal types of differences between assets
    and liabilities for financial statement and tax return purposes are the
    allowance for loan losses, deferred loan fees and accumulated depreciation.

    9.  Profit-Sharing Plan

    The Company has a contributory 401(k) plan covering substantially all
    employees. The Company contributed $135,650, $125,964 and $95,604 for 1997,
    1996 and 1995, respectively.

    10.  Stock Option Plans

    Under two stock option plans, the Company grants stock options to employees,
    officers and directors. On January 1, 1996, the Company adopted SFAS No.
    123, "Accounting for Stock-Based Compensation," which allows an entity to
    use a fair value-based method for valuing stock-based compensation which
    measures compensation cost at the grant date based on the fair value of the
    award. Compensation is then recognized over the service period, which is
    usually the vesting period. Alternatively, the standard permits entities to
    continue accounting for employee stock options and similar instruments under
    Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
    Issued to Employees," and its related Interpretations. Entities that
    continue to account for stock options using APB Opinion No. 25 are required
    to make pro forma disclosures of net income and earnings per share (EPS), as
    if the fair value-based method of accounting defined in SFAS No. 123 had
    been applied.

                                   (Continued)
<PAGE>   44
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    The Company's stock option plans are accounted for under APB Opinion No. 25.
    The adoption of SFAS No. 123 had no material effect on the Company's
    consolidated financial position or results of operations.

    11.  Per Share Information

    During 1997, the Company adopted the provisions of SFAS No. 128, "Earnings
    Per Share," which eliminates primary and fully diluted EPS and requires
    presentation of basic and diluted EPS in conjunction with the disclosure of
    the methodology used in computing such EPS. Basic EPS excludes dilution and
    is computed by dividing income available to common shareholders by the
    weighted average common shares outstanding during the period. Diluted EPS
    takes into account the potential dilution that could occur if securities or
    other contracts to issue common stock were exercised and converted into
    common stock. Prior period EPS calculations have been restated to reflect
    the adoption of SFAS No. 128. Basic and diluted EPS are calculated as
    follows:

<TABLE>
<CAPTION>
                                                                       1997
                                                    ------------------------------------------
                                                      Income        Average shares  Per share
                                                    (numerator)      (denominator)    amount
                                                    -----------     --------------  ----------
<S>                                                 <C>             <C>             <C>
    Basic EPS
       Income available to common shareholders       $9,358,732        8,572,854       $1.09

    Effect of dilutive securities
       Stock options                                         --          312,923          --
                                                     ----------       ----------       -----

    Diluted EPS
       Income available to common shareholders
          plus assumed exercise of options           $9,358,732        8,885,777       $1.05
                                                     ==========       ==========       =====
</TABLE>

<TABLE>
<CAPTION>
                                                                       1996
                                                    ------------------------------------------
                                                      Income        Average shares  Per share
                                                    (numerator)      (denominator)    amount
                                                    -----------     --------------  ----------
<S>                                                 <C>             <C>             <C>
    Basic EPS
       Income available to common shareholders       $10,236,890       8,509,374       $1.20

    Effect of dilutive securities
       Stock options                                          --         231,678          --
                                                     -----------       ---------       -----

    Diluted EPS
       Income available to common shareholders
          plus assumed exercise of options           $10,236,890       8,741,052       $1.17
                                                     ===========       =========       =====
</TABLE>

                                   (Continued)
<PAGE>   45
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

<TABLE>
<CAPTION>
                                                                       1995
                                                    ------------------------------------------
                                                      Income        Average shares  Per share
                                                    (numerator)      (denominator)    amount
                                                    -----------     --------------  ----------
<S>                                                 <C>             <C>             <C>

    Basic EPS
       Income available to common shareholders       $ 8,258,496       8,580,496       $0.96

    Effect of dilutive securities
       Stock options                                          --         206,759          --
                                                     -----------       ---------       -----

    Diluted EPS
       Income available to common shareholders
          plus assumed exercise of options           $ 8,258,496       8,787,255       $0.94
                                                     ===========       =========       =====
</TABLE>

    EPS is calculated on the basis of the weighted average number of shares
    outstanding of 8,572,854, 8,509,374 and 8,580,496 for the years ended
    December 31, 1997, 1996 and 1995, respectively. Per share information and
    weighted average shares outstanding have been restated to reflect the 4%
    stock dividend of May 1997 and 6% stock dividend of May 1996 and 1995.

    12.  Cash and Cash Equivalents

    For purposes of reporting cash flows, cash and cash equivalents include cash
    on hand, amounts due from banks, short-term investments and federal funds
    sold. Generally, federal funds are purchased and sold for one-day periods.

    13.  Financial Instruments

    The Company follows the provisions of SFAS No. 107, "Disclosures about Fair
    Value of Financial Instruments," which requires all entities to disclose the
    estimated fair value of their assets and liabilities considered to be
    financial instruments. Financial instruments consist primarily of
    securities, loans and deposits. The Company has provided these disclosures
    in note R.

    14.  Long-Lived Assets

    On January 1, 1996, the Company adopted SFAS No. 121, "Accounting for the
    Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
    Of," which provides guidance on when to recognize and how to measure
    impairment losses of long-lived assets and certain identifiable intangibles
    and how to value long-lived assets to be disposed of. The adoption of SFAS
    No. 121 had no material impact on the Company's consolidated financial
    position or results of operations.


                                   (Continued)
<PAGE>   46
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996



NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    15.  Goodwill

        Goodwill, which represents the excess of the cost of acquired companies
    over the fair value of the companies' net assets at the date of acquisition,
    is being amortized on the straight-line method over a period of 15 years.

    16. Accounting for Transfers and Servicing of Financial Assets and
        Extinguishments of Liabilities

        The Company adopted SFAS No. 125, "Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of Liabilities," as
    amended by SFAS No. 127, "Deferral of the Effective Date of Certain
    Provisions of SFAS No. 125," in 1997. SFAS No. 125 applies a
    control-oriented, financial components approach to financial asset transfer
    transactions whereby the Company: (1) recognizes the financial and servicing
    assets it controls and the liabilities it has incurred; (2) derecognizes
    financial assets when control has been surrendered; and (3) derecognizes
    liabilities once they are extinguished. Under SFAS No. 125, control is
    considered to have been surrendered only if: (i) the transferred assets have
    been isolated from the transferor and its creditors, even in bankruptcy or
    other receivership; (ii) the transferee has the right to pledge or exchange
    the transferred assets or is a qualifying special-purpose entity (as
    defined) and the holders of beneficial interests in that entity have the
    right to pledge or exchange those interests; and (iii) the transferor does
    not maintain effective control over the transferred assets through an
    agreement which both entitles and obligates it to repurchase or redeem those
    assets prior to maturity, or through an agreement which both entitles it to
    repurchase or redeem those assets if they were not readily obtainable
    elsewhere. If any of these conditions are not met, the Company accounts for
    the transfer as a secured borrowing.

        SFAS No. 125 also requires that the Company derecognize a liability if
    and when it is extinguished. A liability is considered extinguished under
    SFAS No. 125 if: (1) the Company pays the creditor and, thus, is relieved of
    its obligation for the liability; or (2) is legally released from being the
    primary obligor under the liability, either judicially or by the creditor.
    The adoption of SFAS No. 125 had no material impact on the Company's
    consolidated financial position or results of operations.

    17.  Advertising Costs

    The Company and the Bank expense advertising costs as incurred.






                                   (Continued)
<PAGE>   47
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    18.  New Accounting Standards

    In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
    No. 130, "Reporting Comprehensive Income," which is effective for years
    beginning after December 15, 1997. SFAS No. 130 requires entities presenting
    a complete set of financial statements to include details of comprehensive
    income. Comprehensive income consists of net income or loss for the current
    period, and income, expenses, gains, and losses that bypass the income
    statement and are reported directly in a separate component of equity. The
    effect of adopting SFAS No. 130 is not expected to be material.

    In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
    an Enterprise and Related Information," which is effective for all periods
    beginning after December 15, 1997. SFAS No. 131 requires that public
    business enterprises report certain information about operating segments in
    complete sets of financial statements of the enterprise and in condensed
    financial statements of interim periods issued to shareholders. It also
    requires that public business enterprises report certain information about
    their products and services, the geographic areas in which they operate, and
    their major customers. Management is currently evaluating the disclosure
    impact of SFAS No. 131 on its financial statements.

    19.  Reclassifications

    Certain reclassifications of prior year amounts have been made to conform to
    the 1997 presentation.

NOTE B - INVESTMENT SECURITIES

    The amortized cost, gross unrealized gains and losses, and estimated fair
    value of the Company's investment securities held to maturity and available
    for sale are summarized as follows:

<TABLE>
<CAPTION>
                                                                                   1997
                                                     -----------------------------------------------------------------
                                                                          Gross            Gross            Estimated
                                                     Amortized         unrealized        unrealized           fair
                                                        cost              gains            losses             value
                                                     -----------       -----------       -----------       -----------
<S>                                                  <C>               <C>               <C>               <C>
        Investment securities held to maturity
           Obligations of states and political
               subdivisions                          $ 3,098,465       $    53,187       $      --         $ 3,151,652
           U.S. treasuries                             5,620,004            32,529              --           5,652,533
           Corporate securities                       48,364,507           392,135            19,217        48,737,425
           U.S. agencies                               7,288,066           155,346                36         7,443,377
                                                     -----------       -----------       -----------       -----------
                                                     $64,371,042       $   633,197       $    19,253       $64,984,987
                                                     ===========       ===========       ===========       ===========
</TABLE>




                                   (Continued)
<PAGE>   48
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE B - INVESTMENT SECURITIES - Continued

<TABLE>
<CAPTION>
                                                                                   1997
                                                       -----------------------------------------------------------------
                                                                           Gross             Gross            Estimated
                                                        Amortized        unrealized        unrealized           fair
                                                          cost              gains            losses             value
                                                       -----------       -----------       -----------       -----------
<S>                                                    <C>               <C>               <C>               <C>
        Investment securities available for sale
           Federal Home Loan Bank stock -
               at cost                                 $ 3,174,200       $      --         $      --         $ 3,174,200
           Preferred and common stock                    2,944,209            33,180              --           2,977,389
           Other securities                             13,963,503           933,701              --          14,897,204
                                                       -----------       -----------       -----------       -----------

                                                       $20,081,912       $   966,881       $      --         $21,048,793
                                                       ===========       ===========       ===========       ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                   1996
                                                       -----------------------------------------------------------------
                                                                            Gross            Gross            Estimated
                                                        Amortized        unrealized        unrealized           fair
                                                          cost              gains            losses             value
                                                       -----------       -----------       -----------       -----------
<S>                                                   <C>                <C>               <C>              <C>
        Investment securities held to maturity
           Obligations of states and political
               subdivisions                           $    498,465       $    81,135       $        --      $    579,600
           U.S. treasuries                               7,967,376             9,410             2,686         7,974,100
           Corporate securities                         97,793,198           297,720           356,787        97,734,131
           U.S. agencies                                 7,215,869           134,429             2,809         7,347,489
                                                      ------------       -----------       -----------      ------------
                                                      $113,474,908       $   522,694       $   362,282      $113,635,320
                                                      ============       ===========       ===========      ============


        Investment securities available for sale
           Federal Home Loan Bank stock -
               at cost                                $  1,024,200       $        --       $        --      $  1,024,200
           Corporate securities                          3,702,707                --             1,756         3,700,951
                                                      ------------       -----------       -----------      ------------
                                                      $  4,726,907       $        --       $     1,756      $  4,725,151
                                                      ============       =========         ===========      ============
</TABLE>







                                   (Continued)
<PAGE>   49
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE B - INVESTMENT SECURITIES - Continued

    The amortized cost and estimated fair value of investment securities at
    December 31, 1997 and 1996, by contractual maturity, are shown below.
    Expected maturities will differ from contractual maturities because
    borrowers may have the right to call or prepay obligations with or without
    call or prepayment penalties.

<TABLE>
<CAPTION>
                                                                            1997
                                           ---------------------------------------------------------------------
                                                  Held to maturity                      Available for sale
                                           -------------------------------       -------------------------------
                                                               Estimated                              Estimated
                                            Amortized             fair            Amortized             fair
                                               cost               value              cost               value
                                           ------------       ------------       ------------       ------------
<S>                                        <C>                <C>                <C>                <C>
        Within 1 year                      $ 40,619,909       $ 40,710,209       $       --         $       --
        After 1 but within 5 years           12,834,561         12,991,167               --                 --
        After 5 but within 10 years           7,140,579          7,374,922               --                 --
        After 10 years                        3,775,993          3,908,689         13,963,503         14,897,204
                                           ------------       ------------       ------------       ------------
                                             64,371,042         64,984,987         13,963,503         14,987,204
        Federal Home Loan Bank stock               --                 --            3,174,200          3,174,200
        Preferred and common stock                 --                 --            2,944,209          2,977,389
                                           ------------       ------------       ------------       ------------
                                           $ 64,371,042       $ 64,984,987       $ 20,081,912       $ 21,048,793
                                           ============       ============       ============       ============


                                                                            1996
                                           ---------------------------------------------------------------------
                                                  Held to maturity                      Available for sale
                                           -------------------------------       -------------------------------
                                                               Estimated                              Estimated
                                            Amortized             fair            Amortized             fair
                                               cost               value              cost               value
                                           ------------       ------------       ------------       ------------
<S>                                        <C>                <C>                <C>                <C>
        Within 1 year                      $ 56,158,831       $ 55,185,780       $       --         $       --
        After 1 but within 5 years           45,927,095         47,008,635               --                 --
        After 5 but within 10 years           8,218,383          8,110,658               --                 --
        After 10 years                        3,170,599          3,330,247               --                 --
                                           ------------       ------------       ------------       ------------
                                            113,474,908        113,635,320               --                 --
        Federal Home Loan Bank stock               --                 --            1,024,200          1,024,200
        Preferred and common stock                 --                 --            3,702,707          3,700,951
                                           ------------       ------------       ------------       ------------
                                           $113,474,908       $113,635,320       $  4,726,907       $  4,725,151
                                           ============       ============       ============       ============
</TABLE>

    Proceeds from the sale of investment securities available for sale during
    1997, 1996 and 1995 were $18,129, $-0- and $11,908,594, respectively,
    resulting in gross realized gains of $13,643, $-0- and $13,174 during 1997,
    1996 and 1995, respectively.

    As of December 31, 1997 and 1996, investment securities with a book value of
    $25,354,865 and $18,263,840, respectively, were pledged as collateral to
    secure public deposits and for other purposes required or permitted by law.
<PAGE>   50
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE C - LOANS

    Major classifications of loans are as follows:

<TABLE>
<CAPTION>
                                                        1997              1996
                                                   -------------      -------------
<S>                                                <C>                <C>
    Consumer                                       $   1,523,410      $   2,097,746
    Commercial and industrial                        123,800,129        116,616,587
    Real estate                                      176,315,363         93,923,890
                                                   -------------      -------------
             Total gross loans                       301,638,902        212,638,223
    Less
       Unearned income                                (1,498,426)        (1,290,574)
       Unamortized discount on loans purchased        (9,243,428)        (2,330,754)
                                                   -------------      -------------
             Total loans                           $ 290,897,048      $ 209,016,895
                                                   =============      =============
</TABLE>

    Loans on which the accrual of interest has been discontinued or reduced
    amounted to $4,316,852 and $4,652,669 at December 31, 1997 and 1996,
    respectively. If interest had been accrued, such income would have been
    $388,517 and $418,740 for the years ended December 31, 1997 and 1996,
    respectively. Although the Company has non-performing loans of $4,316,852 at
    December 31, 1997, management believes it has adequate collateral to limit
    its credit risk.

    The Company granted loans to the officers and directors of the Company and
    to their associates. Related party loans are made on substantially the same
    terms, including interest rates and collateral, as those prevailing at the
    time for comparable transactions with unrelated persons and do not involve
    more than normal risk of collectibility. The aggregate dollar amount of
    these loans was $14,651,598 and $12,165,936 at December 31, 1997 and 1996,
    respectively. During 1997, $3,176,494 of new loans were made and repayments
    totaled $690,832.

    The balance of impaired loans was $1,418,348 at December 31, 1997. The
    Company has identified a loan as impaired when it is probable that interest
    and principal will not be collected according to the contractual terms of
    the loan agreements. The income recognized on impaired loans during 1997 was
    $1,401. Total cash collected on impaired loans during 1997 was $30,299, of
    which $28,899 was credited to the principal balance outstanding on such
    loans. Interest that would have been accrued on impaired loans during 1997
    was $34,615. The Company's policy for interest income recognition on
    impaired loans is to recognize income on currently performing restructured
    loans under the accrual method. The Company recognizes income on non-accrual
    loans under the cash basis when the principal payments on the loans become
    current and the collateral on the loan is sufficient to cover the
    outstanding obligation to the Company. If these factors do not exist, the
    Company does not recognize income.
<PAGE>   51
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE D - ALLOWANCE FOR LOAN LOSSES

    Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
                                                                1997            1996             1995
                                                            -----------      -----------      -----------
<S>                                                         <C>              <C>              <C>
        Balance at beginning of year                        $ 9,084,153      $ 9,746,559      $ 8,991,618
                                                            -----------      -----------      -----------

           Charge-offs                                         (761,790)      (1,082,865)        (313,028)
           Recoveries                                         1,982,155        1,908,193          155,719
                                                            -----------      -----------      -----------

                  Net charge-offs and recoveries              1,220,365          825,328         (157,309)

           Additions due to Knoblauch State Bank merger            --               --            912,250
           Decrease in provision for loan losses             (2,118,281)      (1,487,734)            --
                                                            -----------      -----------      -----------

        Balance at end of year                              $ 8,186,237      $ 9,084,153      $ 9,746,559
                                                            ===========      ===========      ===========
</TABLE>

NOTE E - PREMISES AND EQUIPMENT

    Premises and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                                                Estimated
                                                               useful lives              1997              1996
                                                              ---------------         -----------       -----------
<S>                                                           <C>                     <C>               <C>
        Land                                                       --                 $ 1,373,478       $ 1,373,478
        Buildings and leasehold improvements                  15 - 31.5 years           4,001,994         3,802,047
        Furniture and fixtures                                 5 - 7 years              2,306,038         2,113,000
                                                                                      -----------       -----------
                                                                                        7,681,510         7,288,525
        Less accumulated depreciation and amortization                                  2,892,589         2,579,994
                                                                                      -----------       -----------
                                                                                      $ 4,788,921       $ 4,708,531
                                                                                      ===========       ===========
</TABLE>
<PAGE>   52
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE F - DEPOSITS

    Deposits are summarized as follows:
<TABLE>
<CAPTION>
                                        1997             1996
                                    ------------     ------------

<S>                                 <C>              <C>
        Demand                      $ 37,712,928     $ 38,327,081
        NOW and money market          70,026,150       76,648,603
        Savings                       17,446,660       16,345,166
        Time, $100,000 and over       33,175,135       23,657,679
        Other time                   107,002,561       99,204,074
                                    ------------     ------------
                                    $265,363,434     $254,182,603
                                    ============     ============
</TABLE>

    Certificates of deposit of $100,000 or more consist of the following:

<TABLE>
<CAPTION>
                                                        1997            1996
                                                    -----------     -----------
<S>                                                 <C>             <C>
        Three months or less                        $ 5,433,089     $ 7,678,131
        Over three months through twelve months       8,850,440       9,329,628
        Over twelve months through five years        14,051,924       6,211,785
        Over five years                               4,839,682         438,135
                                                    -----------     -----------
                                                    $33,175,135     $23,657,679
                                                    ===========     ===========
</TABLE>


    Maturities of certificates of deposit for the next five years and thereafter
are as follows:

<TABLE>
<S>                                                         <C>
        1998                                                $ 59,678,728
        1999                                                  31,637,348
        2000                                                  14,876,184
        2001                                                  11,802,143
        2002                                                   9,340,423
        Thereafter                                            12,842,870
                                                            ------------
                                                            $140,177,696
                                                            ============
</TABLE>


NOTE G - SHORT-TERM BORROWINGS

    Short-term borrowings consist of federal funds purchased and generally
    mature within one to four days from the transaction date. The balance
    outstanding at December 31, 1997 was $15,000,000 at a rate of 5%. Average
    federal funds purchased during the year amounted $67,745 with a weighted
    average rate of 5%. The maximum balance at the end of one month was
    $15,000,000.
<PAGE>   53
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE H - MORTGAGE PAYABLE

    The mortgage payable is payable to a bank at 65% of the prime rate (5.525%
    at December 31, 1997) and is guaranteed by an industrial development
    authority. A substantial portion of the land and building is pledged as
    security under this mortgage.

    Required principal payments for the next five years and thereafter are as
    follows:

<TABLE>
<CAPTION>
 Year ending December 31,
 ------------------------
<S>                                                             <C>
        1998                                                    $ 44,264
        1999                                                      46,773
        2000                                                      49,424
        2001                                                      52,224
        2002                                                      55,184
        Thereafter                                               323,016
                                                                --------
                                                                $570,885
                                                                ========
</TABLE>

NOTE I - LONG-TERM BORROWINGS

        Long-term borrowings consist of advances from the Federal Home Loan Bank
    at December 31, 1997 and are as follows:

<TABLE>
<CAPTION>
            Due date                      Interest rate
            --------                      -------------
<S>                                           <C>            <C>
        December 27, 1998                     8.12%          $   698,000
        December 27, 1999                     8.20               365,000
        December 23, 2002                     6.24            30,000,000
                                                             -----------
                                                             $31,063,000
                                                             ===========
</TABLE>

        The advances are collateralized by Federal Home Loan Bank stock and
    certain of the Company's first mortgage loans.
<PAGE>   54
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE J - LEASE COMMITMENTS

    The Company leases various premises under non-cancelable agreements which
    expire through 2002 and require minimum annual rentals. The minimum rental
    commitments under the leases are as follows:

         Year ending December 31,

<TABLE>
<S>                                                       <C>
                  1998                                    $   350,442
                  1999                                        218,056
                  2000                                        219,033
                  2001                                         46,000
                  2002                                         46,000
                  Thereafter                                   46,000
                                                          -----------
                                                          $   925,531
                                                          ===========
</TABLE>

    Rental expense for all leases was approximately $343,000, $339,000 and
    $274,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

NOTE K - COMMON STOCK

    Each holder of Class A and Class B common stock is entitled to one vote for
    each Class A share and ten votes for each Class B share held. Holders of
    either class of common stock are entitled to equal per share dividends when
    declared.

    The Class B shares may not be transferred in any manner except to the
    holder's immediate family. Class B shares have been converted to Class A
    shares at the average rate of 1.15 to 1.

NOTE L - OTHER OPERATING EXPENSES

    The following items which are greater than 1% of the aggregate of "Total
    Interest Income" and "Total Other Income" are included in "Other Expenses"
    for the respective years indicated:

<TABLE>
<CAPTION>
                                                                        1997              1996               1995
                                                                   -------------     -------------      ---------

<S>                                                                <C>               <C>                <C>
       Advertising                                                 $   396,831       $   248,017        $   216,348
       Pennsylvania bank shares tax                                    720,630           707,442            688,498
       FDIC assessments                                                 31,794             2,000            321,082
       Professional fees                                               330,959         1,595,248          1,595,701
       Other real estate expense                                        32,668           141,040            481,318
       Loss on investment partnership                                1,019,375            28,918                --
</TABLE>
<PAGE>   55
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996


NOTE M - INCOME TAXES

    The components of the income tax expense (benefit) included in the
    consolidated statements of income are as follows:

<TABLE>
<CAPTION>
                                                                    1997            1996               1995
                                                                -----------      -----------       -----------
<S>                                                             <C>              <C>               <C>
                Income tax expense (benefit)
                   Current                                      $ 3,757,471      $ 4,445,217       $ 3,658,707
                   Deferred federal tax                              57,670         (912,654)          (11,005)
                   Benefit applied to reduce goodwill               259,139          374,548              --
                                                                -----------      -----------       -----------
                                                                $ 4,074,280      $ 3,907,111       $ 3,647,702
                                                                ===========      ===========       ===========
</TABLE>

    The difference between the applicable income tax expense and the amount
    computed by applying the statutory federal income tax rate of 35% in 1997,
    1996 and 1995 is as follows:

<TABLE>
<CAPTION>
                                                                       1997            1996             1995
                                                                   -----------      -----------      -----------
<S>                                                                <C>              <C>              <C>
        Computed tax expense at statutory rate                     $ 4,701,554      $ 4,950,400      $ 4,167,169
        Tax-exempt income                                             (178,469)        (223,053)        (364,854)
        Low-income housing tax credit                                 (309,580)        (310,615)            --
        Net operating loss carryover from Knoblauch State Bank            --               --            (78,410)
        Other, net                                                     (39,225)        (409,621)         (76,203)
        Effect of 34% rate bracket                                    (100,000)        (100,000)            --
                                                                   -----------      -----------      -----------
        Applicable income tax expense                              $ 4,074,280      $ 3,907,111      $ 3,647,702
                                                                   ===========      ===========      ===========
</TABLE>

    Deferred tax assets and liabilities consist of the following:
<TABLE>
<CAPTION>
                                                                                     1997               1996
                                                                                  -----------       -----------
        Deferred tax assets
<S>                                                                               <C>               <C>
           Allowance for doubtful accounts                                        $      --         $   361,517
           Accrued legal expenses                                                     846,857         1,084,848
           Accrued stock-based compensation                                         1,986,842           864,879
           Asset valuation reserves                                                   472,013           708,260
           Goodwill                                                                   127,346           127,346
           Net operating loss carryovers from Knoblauch State Bank                  6,021,989         7,330,965
                                                                                  -----------       -----------
                                                                                    9,455,047        10,447,815
           Less valuation allowance                                                 6,021,989         7,330,965
                                                                                  -----------       -----------
                                                                                    3,433,058         3,146,850
                                                                                  -----------       -----------
        Deferred tax liabilities
           Allowance for doubtful accounts                                            351,796              --
           Unrealized gain on securities                                              328,739              --
           Depreciation                                                                75,256            56,802
           Accretion of discount                                                       69,629            96,001
                                                                                  -----------       -----------
                                                                                      825,420           152,803
                                                                                  -----------       -----------
                  Net deferred tax asset                                          $ 2,607,638       $ 2,994,047
                                                                                  ===========       ===========
</TABLE>

                                   (Continued)
<PAGE>   56
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE M - INCOME TAXES - Continued

    The Company has approximately $21,000,000 of net operating loss carryovers
    from the acquisition of Knoblauch State Bank (KSB). These losses will fully
    expire in 2009. The utilization of these losses is subject to limitation
    under Section 382 of the Internal Revenue Code. As a result, a valuation
    allowance has been established to eliminate the deferred tax asset
    attributable to these net operating losses.

    During 1997, the Company realized a tax benefit related to the net operating
    loss carryovers from the acquisition of KSB. The deferred tax asset
    associated with those loss carryovers is fully offset by a valuation
    allowance. Accordingly, the realized tax benefit is reflected as a reduction
    of the goodwill associated with the acquisition and a corresponding
    reduction of deferred income tax benefit for the year.

NOTE N - STOCK OPTION PLANS

    At December 31, 1997, the Company had two stock-based compensation plans
    which are described below. The Company accounts for these plans under APB
    Opinion No. 25.

    1.  Outside Directors' Stock Option Plan

    The Company adopted a non-qualified outside Directors' Stock Option Plan in
    1990 (the Director's Plan). Under the terms of the Director's Plan, 150,000
    shares of Class A stock are authorized for grants. Each director is entitled
    to 1,500 shares of stock annually which are exercisable after one year of
    service. The options were granted at the fair market value ($13.75 in 1997,
    $10.00 in 1996, and $8.25 in 1995) at the date of the grant. Currently, the
    strike price on the options ranges from $2.695 to $13.225 per share. During
    1997, 7,284 options were exercised at strike prices ranging from $2.709 to
    $9.615 per share. At December 31, 1997, 51,175 options are outstanding, and
    options covering 37,135 shares were exercisable.






                                   (Continued)
<PAGE>   57
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE N - STOCK OPTION PLANS - Continued

    2.  Stock Option and Appreciation Right Plan

    The Company adopted a Stock Option and Appreciation Right Plan (the Plan) on
    June 27, 1990. The Plan is an incentive program under which Company officers
    and other key employees may be awarded additional compensation in the form
    of options to purchase up to 1,000,000 shares of the Company's Class A
    common stock (but not in excess of 15% of outstanding shares). At the time a
    stock option is issued, a stock appreciation right for an identical number
    of shares may also be granted. The option price is equal to the fair market
    value at the date of the grant. The options are exercisable at 20% per year
    beginning one year after the date of grant and must be exercised within ten
    years of the grant. As of December 31, 1997, options covering 325,036 shares
    were exercisable by 22 employees. Stock option transactions consist of the
    following:

<TABLE>
<CAPTION>
                                                  1997                           1996                        1995
                                         -----------------------     ---------------------------    -----------------------
                                                        Weighted                      Weighted                     Weighted
                                                        average                       average                      average
                                                        exercise                      exercise                     exercise
                                          Shares          price         Shares          price        Shares          price
                                         --------        -------       --------        -------      --------        -------
<S>                                       <C>            <C>           <C>             <C>           <C>            <C>
        Outstanding at beginning
           of year                        540,885        $ 5.917        552,150        $ 5.248       454,826        $ 5.127
        Granted                            63,487         11.080        100,404          8.430       104,722          7.440
        Exercised                         (83,293)         4.091       (107,888)         3.328        (5,265)         4.387
        Canceled                           (1,802)        10.752         (3,781)         5.624        (2,133)         6.399
                                         --------        -------       --------        -------      --------        -------

        Outstanding at end of year        519,277        $ 6.561        540,885        $ 5.917       552,150          5.248
                                         ========        =======       ========        =======      ========        =======

        Option price per share
           exercised                          $2.695 - $9.633               $2.801 - $3.919              $2.972 - $7.152

        Outstanding at end
           of year                             2.695 - 13.225                2.801 -  10.00               2.972 -  8.068
</TABLE>







                                   (Continued)
<PAGE>   58
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE N - STOCK OPTION PLANS - Continued

    Had compensation cost for both plans been determined based on the fair value
    of the options at the grant dates consistent with the method required by
    SFAS No. 123, the Company's net income and EPS would have been reduced to
    the pro forma amounts indicated below.

<TABLE>
<CAPTION>
                                       1997          1996           1995
                                    ----------    ----------     ----------
                                    (in thousands, except per share amounts)
<S>                                 <C>           <C>            <C>
       Net income
          As reported               $    9,359    $   10,237     $    8,258
          Pro forma                      9,281        10,180          8,226

       EPS
          As reported - basic       $     1.09    $     1.20     $     0.96
          As reported - diluted           1.05          1.18           0.94
          Pro forma - basic               1.08          1.20           0.94
          Pro forma - diluted             1.05          1.18           0.94
</TABLE>

    The fair value of each option grant is estimated on the date of the grant
    using the Black-Scholes options-pricing model with the following weighted
    average assumptions used for grants in 1997, 1996 and 1995: dividend yield
    of 3.40%, 4.17% and 2.46% for 1997, 1996 and 1995, respectively; expected
    volatility of 30.6%; and risk-free interest rate of 5.71% in 1997 and 1996,
    and 6.58% in 1995. Expected lives are 10 years for 1997, 1996 and 1995.

NOTE O - CONCENTRATIONS OF CREDIT RISK

    The Company primarily grants commercial and real estate loans in the greater
    Philadelphia metropolitan area. Approximately 21% of loans are outside the
    normal lending area. The Company has concentrations of credit risk in real
    estate development loans (10%) at December 31, 1997. A substantial portion
    of its debtors' ability to honor these contracts is dependent upon the
    economic sector.

    Approximately 77% of the Company's investment portfolio consists of
    corporate securities.

NOTE P - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

    The Company is a party to financial instruments with off-balance-sheet risk
    in the normal course of business to meet the financing needs of its
    customers and to reduce its own exposure to fluctuations in interest rates.
    These financial instruments include commitments to extend credit and standby
    letters of credit. Such financial instruments are recorded in the financial
    statements when they become payable. Those instruments involve, to varying
    degrees, elements of credit and interest rate risk in excess of the amount
    recognized in the consolidated balance sheets. The contract amounts of those
    instruments reflect the extent of involvement the Company has in particular
    classes of financial instruments.


                                   (Continued)
<PAGE>   59
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE P - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK - Continued

    The Company's exposure to credit loss in the event of non-performance by the
    other party to commitments to extend credit and standby letters of credit is
    represented by the contractual amount of those instruments. The Company uses
    the same credit policies in making commitments and conditional obligations
    as it does for on-balance-sheet instruments.

    Unless noted otherwise, the Company does not require collateral or other
    security to support financial instruments with credit risk. The contract
    amounts as of December 31, 1997 are as follows:

<TABLE>
<S>                                                                           <C>
       Financial instruments whose contract amounts represent credit risk
          Commitments to extend credit                                        $27,108,550
          Standby letters of credit and financial guarantees written            4,543,974
</TABLE>

    Commitments to extend credit are agreements to lend to a customer as long as
    there is no violation of any condition established in the contract.
    Commitments generally have fixed expiration dates or other termination
    clauses and may require payment of a fee. Since many of the commitments are
    expected to expire without being drawn upon, the total commitment amounts do
    not necessarily represent future cash requirements.

    The Company evaluates each customer's creditworthiness on a case-by-case
    basis. The amount of collateral obtained, if deemed necessary by the Company
    upon extension of credit, is based on management's credit evaluation.
    Collateral held varies but may include personal or commercial real estate,
    accounts receivable, inventory and equipment.

    Standby letters of credit are conditional commitments issued by the Company
    to guarantee the performance of a customer to a third party. Those
    guarantees are primarily issued to support public and private borrowing
    arrangements, including commercial paper, bond financing and similar
    transactions. Most guarantees extend for one year and expire in decreasing
    amounts through 1998. The credit risk involved in issuing letters of credit
    is essentially the same as that involved in extending loan facilities to
    customers. The Company holds personal or commercial real estate, accounts
    receivable, inventory and equipment as collateral supporting those
    commitments for which collateral is deemed necessary. The extent of
    collateral held for those commitments is 80%.
<PAGE>   60
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE Q - REGULATORY MATTERS

    1.  Payment of Dividends

    Under the Pennsylvania Business Corporation Law, the Company may pay
    dividends only if it is solvent and would not be rendered insolvent by the
    dividend payment. There are also restrictions set forth in the Pennsylvania
    Banking Code of 1965 (the Banking Code) and in the Federal Deposit Insurance
    Act (FDIA) concerning the payment of dividends by the Company. Under the
    Banking Code, no dividends may be paid except from "accumulated net
    earnings" (generally undivided profits). Under the FDIA, no dividend may be
    paid if a bank is in arrears in the payment of any insurance assessment due
    to the Federal Deposit Insurance Corporation (FDIC).

    2.  Capital Ratios

    The Bank is subject to various regulatory capital requirements administered
    by the federal banking agencies. Failure to meet minimum capital
    requirements can initiate certain mandatory--and possible additional
    discretionary--actions by regulators that, if undertaken, could have a
    direct material effect on the Bank's financial statements. Under capital
    adequacy guidelines and the regulatory framework for prompt corrective
    action, the Bank must meet specific capital guidelines that involve
    quantitative measures of the Bank's assets, liabilities and certain
    off-balance-sheet items as calculated under regulatory accounting practices.
    The Bank's capital amounts and classification are also subject to
    qualitative judgments by the regulators about components, risk weightings
    and other factors.

    Quantitative measures established by regulations to ensure capital adequacy
    require the Company and the Bank to maintain minimum amounts and ratios (set
    forth in the table below) of total and Tier I capital (as defined in the
    regulations) to risk-weighted assets (as defined), and of Tier I capital (as
    defined) to average assets (as defined). As of December 31, 1997, management
    believes that the Bank meets all capital adequacy requirements to which it
    is subject.

    As of December 31, 1997, the most recent notification from the FDIC
    categorized the Bank as well capitalized under the regulatory framework for
    prompt corrective action. To be categorized as well capitalized, the Bank
    must maintain minimum total risk-based, Tier I risk-based and Tier I
    leverage ratios as set forth in the table. There are no conditions or events
    since that notification that management believes have changed the
    institution's category.





                                   (Continued)
<PAGE>   61
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE Q - REGULATORY MATTERS - Continued

    The Bank's actual capital amounts and ratios are also presented in the
table.

<TABLE>
<CAPTION>
                                                                           1997
                                    ----------------------------------------------------------------------------------
                                                                                                     To be well
                                                                       Required                 capitalized under
                                                                     for capital                prompt corrective
                                              Actual              adequacy purposes             action provisions
                                    ---------------------     -------------------------    ---------------------------
                                       Amount       Ratio        Amount           Ratio       Amount          Ratio
                                    -----------     -----     -------------      -------   -------------     --------
<S>                                 <C>            <C>        <C>                <C>       <C>                <C>
       Total capital
       (to risk-weighted assets)
         Company (consolidated)     $91,292,866     26.41%    =>$27,658,652      =>8.00%             N/A
         Bank                        61,751,238     18.68     => 26,450,990      =>8.00    =>$33,063,737      =>10.00%

       Tier I capital
       (to risk-weighted assets)
         Company (consolidated)      86,923,491     25.14     => 13,829,326      =>4.00              N/A
         Bank                        57,568,231     17.41     => 13,225,495      =>4.00    =>  19,838,242      => 6.00

       Tier I capital
       (to average assets, leverage)
         Company (consolidated)      86,923,491     25.59    =>  10,192,200      =>3.00              N/A
         Bank                        57,568,231     17.62    =>   9,800,581      =>3.00    =>  16,334,302      => 5.00
</TABLE>

<TABLE>
<CAPTION>
                                                                              1996
                                    ----------------------------------------------------------------------------------
                                                                                                     To be well
                                                                       Required                 capitalized under
                                                                     for capital                prompt corrective
                                              Actual              adequacy purposes             action provisions
                                    ---------------------     -------------------------    ---------------------------
                                       Amount       Ratio        Amount           Ratio       Amount          Ratio
                                    -----------     -----     -------------      -------   -------------     --------
<S>                                 <C>            <C>        <C>                <C>       <C>                <C>
       Total capital
       (to risk-weighted assets)
         Company (consolidated)     $86,009,159     30.17%    =>$22,807,987      =>8.00%             N/A
         Bank                        59,493,377     22.77     => 20,902,755      =>8.00    =>$26,128,444      =>10.00%

       Tier I capital
       (to risk-weighted assets)
         Company (consolidated)      82,377,244     28.89     => 11,403,993      =>4.00              N/A
         Bank                        56,155,493     21.49     => 10,451,377      =>4.00    => 15,677,066      => 6.00

       Tier I capital
       (to average assets, leverage)
         Company (consolidated)      82,377,244     24.15     => 10,234,667      =>3.00              N/A
         Bank                        56,155,493     17.26     =>  9,758,242      =>3.00    => 16,263,736      => 5.00
</TABLE>
<PAGE>   62
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE R - FAIR VALUE OF FINANCIAL INSTRUMENTS

    SFAS No. 107 requires disclosure of the estimated fair value of an entity's
    assets and liabilities considered to be financial instruments. For the
    Company, as for most financial institutions, the majority of its assets and
    liabilities are considered financial instruments as defined in SFAS No. 107.
    However, many of such instruments lack an available trading market, as
    characterized by a willing buyer and seller engaging in an exchange
    transaction. Also, it is the Company's general practice and intent to hold
    its financial instruments to maturity and not to engage in trading or sales
    activities. Therefore, the Company had to use significant estimations and
    present value calculations to prepare this disclosure.

    Changes in the assumptions or methodologies used to estimate fair value may
    materially affect the estimated amounts. Also, management is concerned that
    there may not be reasonable comparability between institutions due to the
    wide range of permitted assumptions and methodologies in the absence of
    active markets. This lack of uniformity gives rise to a high degree of
    subjectivity in estimating financial instrument fair value.

    Fair values have been estimated using data which management considered the
    best available and estimation methodologies deemed suitable for the
    pertinent category of financial instrument. The estimation methodologies,
    resulting fair values and recorded carrying amounts at December 31, 1997
    were as follows:

    Fair values of loans and deposits with floating interest rates are generally
    presumed to approximate the recorded carrying amounts.

    Fair value of financial instruments actively traded in a secondary market
    has been estimated using quoted market prices as follows:

<TABLE>
<CAPTION>
                                                                1997                              1996
                                                    -----------------------------     -----------------------------
                                                     Estimated                         Estimated
                                                       fair            Carrying          fair            Carrying
                                                       value            amount           value            amount
                                                    ------------     ------------     ------------     ------------
<S>                                                 <C>              <C>              <C>              <C>
       Cash and cash equivalents                    $ 30,416,242     $ 30,416,242     $ 18,369,012     $ 18,369,012
       Interest bearing deposits in banks                301,001          300,030        1,047,744          953,000
       Investment securities held to maturity         64,984,987       64,371,042      113,635,320      113,474,908
       Investment securities available for sale       21,048,793       21,048,793        4,725,151        4,725,151
</TABLE>







                                   (Continued)
<PAGE>   63
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE R - FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued

    Fair value of financial instruments with stated maturities has been
    estimated using present value cash flow, discounted at a rate approximating
    current market for similar assets and liabilities, as follows:

<TABLE>
<CAPTION>
                                                           1997                                  1996
                                              -------------------------------       -------------------------------
                                                Estimated                            Estimated
                                                  fair             Carrying             fair             Carrying
                                                 value              amount              value             amount
                                              ------------       ------------       ------------       ------------
<S>                                           <C>                <C>                <C>                <C>
       Deposits with stated maturities        $148,725,232       $140,177,697       $128,903,194       $122,861,753
       Mortgage payable                            570,885            570,885            612,607            612,607
       Long-term borrowings with stated
         maturities                             35,885,229         31,063,000          4,768,305          4,201,000
</TABLE>

    Fair value of financial instrument liabilities with no stated maturities has
    been estimated to equal the carrying amount (the amount payable on demand),
    totaling $125,185,737 and $131,320,850 at December 31, 1997 and 1996,
    respectively.

    Fair value of the net loan portfolio has been estimated using present value
    cash flow, discounted at the treasury rate adjusted for non-interest
    operating costs and giving consideration to estimated prepayment risk and
    credit loss factors, as follows:

<TABLE>
<CAPTION>
                                                                1997                              1996
                                                   ------------------------------     -----------------------------
                                                    Estimated                         Estimated
                                                       fair            Carrying          fair            Carrying
                                                       value            amount           value            amount
                                                   ------------      ------------     ------------     ------------
<S>                                                <C>               <C>              <C>              <C>
        Net loans                                  $296,130,317      $282,710,811     $214,217,901     $199,932,742
</TABLE>

    There is no material difference between the carrying amount and estimated
    fair value of off-balance-sheet items totaling $31,652,524 and $13,023,225
    at December 31, 1997 and 1996, respectively, which are primarily comprised
    of unfunded loan commitments which are generally priced at market at the
    time of funding.

    The Company's remaining assets and liabilities are not considered financial
    instruments. No disclosure of the relationship value of the Company's
    deposits is required by SFAS No. 107.
<PAGE>   64
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE S - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY

    The Company was formed on June 29, 1995. Condensed financial information for
    the parent company only follows. The balance sheet for December 31, 1997 and
    the statements of income and cash flows for the period (since inception)
    then ended are presented below.

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    December 31,
                                                                            ---------------------------
                                                                                1997           1996
                                                                            -----------     -----------
       Assets
<S>                                                                         <C>             <C>
          Cash                                                              $ 2,856,330     $      --
          Investment in Royal Investments of Delaware, Inc. - at equity      27,897,306      27,055,328
          Investment in Royal Bank of Pennsylvania - at equity               60,128,889      58,358,928
          Other assets                                                          260,000         260,000
                                                                            -----------     -----------

                                                                            $91,142,525     $85,674,256
                                                                            ===========     ===========

        Liabilities                                                         $ 1,637,763     $ 1,093,586
        Stockholders' equity                                                 89,504,762      84,580,670
                                                                            -----------     -----------

                                                                            $91,142,525     $85,674,256
                                                                            ===========     ===========
</TABLE>

                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                              Year ended December 31,
                                                                          -----------------------------
                                                                              1997             1996
                                                                          -----------       -----------
<S>                                                                       <C>               <C>
       Income
          Equity in undistributed net earnings of subsidiaries            $ 4,077,026       $ 8,257,413
          Dividends from subsidiary bank                                    5,301,396         1,972,600
          Other income                                                         31,907            10,581
                                                                          -----------       -----------

               Total income                                                 9,410,329        10,240,594
                                                                          -----------       -----------

       Expenses
          Other expenses                                                       62,198              --
          Income tax (benefit) expense                                        (10,601)            3,704
                                                                          -----------       -----------

               Total expenses                                                  51,597             3,704
                                                                          -----------       -----------

               Net income                                                 $ 9,358,732       $10,236,890
                                                                          ===========       ===========
</TABLE>


                                   (Continued)
<PAGE>   65
             Royal Bancshares of Pennsylvania, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1997 and 1996




NOTE S - CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY - Continued

                       CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                  Year ended December 31,
                                                                              ------------------------------
                                                                                  1997              1996
                                                                              ------------      ------------
<S>                                                                           <C>               <C>
       Cash flows from operating activities
           Net income                                                         $  9,358,732      $ 10,236,890
           Adjustments to reconcile net income to net cash provided by
                  operating activities
               Undistributed earnings from subsidiaries                         (4,077,026)       (8,257,413)
               Operating expenses                                                   62,196              --
               Rental income                                                       (31,907)          (10,581)
               Non-cash income tax (benefit) expense                               (10,601)            3,704
                                                                              ------------      ------------

                      Net cash provided by operating activities                  5,301,394         1,972,600
                                                                              ------------      ------------

       Cash flows from investing activities
           Investment in subsidiary                                                   --          (5,000,000)
                                                                              ------------      ------------

                      Net cash used in investing activities                           --          (5,000,000)
                                                                              ------------      ------------

       Cash flows from financing activities
           Cash dividends paid                                                  (5,306,350)       (1,972,600)
           Dividends from subsidiary bank                                        2,100,000         5,000,000
           Increase in other liabilities                                           544,177              --
           Other, net                                                              217,109              --
                                                                              ------------      ------------

                      Net cash (used in) provided by financing activities       (2,445,064)        3,027,400
                                                                              ------------      ------------

                      NET INCREASE IN CASH                                       2,856,330              --

       Cash at beginning of year                                                      --                --
                                                                              ------------      ------------

       Cash at end of year                                                    $  2,856,330      $       --
                                                                              ============      ============
</TABLE>
<PAGE>   66
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE


    None.


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

         The information required in this Item 10 is set forth in Item 12,
Security Ownership of Beneficial Owners and Management, herein.


ITEM 11.  EXECUTIVE  COMPENSATION

         The following Summary Compensation Table sets forth all compensation
paid by the Registrant for services rendered during the past three fiscal years
by the Chief Executive Officer and each of the most highly compensated executive
officers whose total annual salary and bonus exceeded $100,000 in 1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                               OTHER       RESTRICTED  SECURITIES       ALL
                                                                               ANNUAL        STOCK     UNDERLYING      OTHER
                                                                            COMPENSATION    AWARD(S)    OPTIONS     COMPENSATION
NAME AND PRINCIPAL POSITION            YEAR      SALARY($)   BONUS ($)(2)       ($)           ($)       SARS(#)        ($)(1)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>         <C>            <C>            <C>         <C>          <C>
Daniel M. Tabas                        1997       318,200      130,463         32,000         --          7,800        2,550
Chairman of the Board                  1996       308,112      129,509         30,800         --         21,589        2,550
                                       1995       300,597      132,564         30,800         --         25,505        2,550

Lee E. Tabas                           1997       251,210       95,640         18,900         --          7,800        2,550
President and CEO                      1996       243,247       94,941         17,800         --         17,044        2,550
                                       1995       237,314       97,180         17,800         --         20,136        2,550

Joseph P. Campbell                     1997       159,305       37,323          6,000         --         3,480         2,550
Managing Director                      1996       154,256       37,050          4,800         --         4,632         2,550
                                       1995       150,493       37,924          4,800         --         3,648         2,550

James J. McSwiggan                     1997       122,146       28,617           --           --         2,668         2,550
Treasurer and CFO                      1996       118,274       28,408           --           --         3,078         2,550
                                       1995       115,390       29,078           --           --         2,797         2,550

Richard S. Hannye                      1997       158,783        --            1,020          --         2,312         2,550
Corporate Counsel                      1996       153,750        --              780          --         3,552         2,550
                                       1995       150,000        --              720          --         3,636         2,550
</TABLE>

--------------------------------------------------------------------------------
(1) Consists of Bank's contribution to its Employee 401(k) Pension Plan, under
which the Board of Directors has an obligation to match 100 percent of the total
employee contributions up to an annual maximum of $2,550. The Plan is
administered by J. M. Singley Associates, Inc. Each employee participant is
entitled to contribute up to 15% of his gross salary. Senior management
executives are asked to refrain from contributing to the plan in the event the
administrator determines such contributions would make the Plan top heavy. Each
participant in the Plan will have credited to his Participant's Benefit Account
his proportionate share of all appropriate amounts. Future benefits are based on
future contributions. (2) Bonuses of Messrs. Tabas, Campbell and McSwiggan are
performance based and tied to goals set by the Stock Option, SARS and
Compensation Committee.
<PAGE>   67
EMPLOYEE OPTIONS/SAR GRANTS IN FISCAL YEAR 1997

<TABLE>
<CAPTION>
                                                                                                        POTENTIAL REALIZED
                                                                                                             VALUE AT
                                                                                                          ASSUMED ANNUAL
                                       NUMBER OF        % OF TOTAL                                     RATES OF STOCK PRICE
                                       SECURITIES      OPTIONS/SARS      EXERCISE                        APPRECIATION FOR
                                       UNDERLYING       GRANTED TO       OR BASE                           OPTION TERM
                                      OPTIONS/SARS       EMPLOYEES        PRICE       EXPIRATION       --------------------
       NAME                          GRANTED (#)(1)   IN FISCAL YEARS     ($/SH)         DATE            5%           10%
---------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                <C>          <C>              <C>          <C>
Daniel M. Tabas                          7,800            19.195%         13.75         4/20/07        67,489       170,929

Lee E. Tabas                             7,800            19.195%         13.75         4/20/07        67,449       170,929

Joseph P. Campbell                       3,480             8.564%         13.75         4/20/07        30,093        76,261

James J. McSwiggan                       2,668             6.566%         13.75         4/20/07        23,071        58,466

Richard S. Hannye                        2,312             5.690%         13.75         4/20/07        19,993        50,665
</TABLE>


--------------------

(1) Pursuant to the employee stock option plan, the options are exercisable at
20% per year after the date of grant and must be exercised within ten years of
the grant (April 20, 1997).



AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND 1997 OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                             NUMBER OF SECURITIES
                                                            UNDERLYING UNEXERCISED                            VALUE OF
                                                                 OPTIONS/SARS                         UNEXERCISED IN-THE MONEY
                        SHARES                                        AT                                  OPTIONS/SARS AT
                       ACQUIRED                                DECEMBER 31, 1997                         DECEMBER 31, 1997
                          ON           VALUE           ---------------------------------       -------------------------------------
       NAME          EXERCISE (#)   REALIZED ($)       EXERCISABLE(#)      UNEXERCISABLE       EXERCISABLE($)       UNEXERCISABLE($)
------------------   ------------   ------------       ---------------------------------       -------------------------------------
<S>                  <C>            <C>                <C>                 <C>                 <C>                  <C>
Daniel M. Tabas         47,373       1,933,110              67,799             62,689            2,264,956             1,822,609

Lee E. Tabas                --              --             179,503             51,132            6,645,576             1,455,736

Joseph P. Campbell       2,224          64,437               9,446             12,130              300,313               300,545

James J. McSwiggan       1,779          51,544               8,182              9,540              258,193               238,701

Richard S. Hannye        2,339          45,274                  --              7,514                   --               179,623
</TABLE>

----------

(1) Value of unexercised options/SARS is based used the closing stock price at
December 31, 1997.
<PAGE>   68
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table shows the amount of outstanding common stock
beneficially owned by each stockholder (including any "group" as the term is
used in Section 3(d)(3) of the Securities Exchange Act of 1934) known by the
Registrant to be the beneficial owner of more than 5% of such stock, and all
directors and officers as a group. The information is furnished as February 28,
1998 on which, 6,813,645 Class A shares and 1,587,921 Class B shares were
outstanding (net of treasury stock of 207,516 Class A shares).

<TABLE>
<CAPTION>
             NAME AND ADDRESS OF                           SHARES BENEFICIALLY               PERCENT OF
              BENEFICIAL OWNER                                    OWNED                      CLASS (5)
              ----------------                                    -----                      ---------
<S>                                                        <C>                               <C>
             Daniel M. Tabas (4)                            3,477,860(Class A)                 50.54%
             543 Mulberry Lane                              1,106,787(Class B)                 69.71%
             Haverford, PA 19041

             Lee E. Tabas (4)                                 617,517(Class A)                  8.83%
             1 Dove Lane                                      101,427(Class B)                  6.39%
             Haverford, PA 19041

             Richard Tabas                                         55(Class A)                    --%
             1309 Lafayette Road                              107,963(Class B)                  6.80%
             Gladwyne, PA 19035
</TABLE>



EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information, furnished by each such
person, concerning the present directors and executive officers of the
Registrant, including their beneficial ownership of the Registrant's common
stock as of February 28, 1998.

<TABLE>
<CAPTION>
                                                DIRECTOR           SHARES               PERCENT
                                               OR OFFICER       BENEFICIALLY               OF
     NAME                            AGE         SINCE          OWNED (1) (3)          STOCK (2)
     -------------------             ---       -----------      -------------          ---------
<S>                                  <C>       <C>              <C>                    <C>
     Daniel M. Tabas (4)             74           1980          3,477,860(A)            54.56%
                                                                1,106,878(B)

     Lee E. Tabas (4)                48           1980            617,517(A)             8.32%
                                                                  101,427(B)

     Joseph P. Campbell              51           1982             61,682(A)              .90%
                                                                   14,110(B)

     Richard S. Hannye               40           1993              1,170(A)              .01%

     James J. McSwiggan              42           1993             11,129(A)              .13%

     Robert R. Tabas (4)             42           1988            155,729(A)             2.47%
                                                                   50,733(B)
</TABLE>

                                                                (continued.....)
<PAGE>   69
<TABLE>
<S>                                   <C>      <C>     <C>                 <C>
     Terri N. Gelberg                 49       1998           --              --

     Anthony J. Micale                60       1997           --              --

     Albert Ominsky                   64       1982       23,278(A)          .64%
                                                          27,608(B)

     Carl M. Cousins                  65       1993        7,981(A)          .09%

     Gregory T. Reardon               44       1997          500(A)          .01%


     Howard Wurzak (4)                42       1985       50,222(A)          .58%

     Edward B.Tepper                  58       1986       22,953(A)          .59%
                                                          24,085(B)

     Jack Loew                        50       1997        1,560(A)          .02%

     Susan Tabas Tepper (4)           35       1996      196,377(A)         3.03%
                                                          56,968(B)
</TABLE>

<TABLE>
<CAPTION>
                                                                       PERCENT OF CLASS(5)
                                                                       -------------------
<S>                                   <C>      <C>     <C>             <C>
     ALL DIRECTORS AND
     EXECUTIVE OFFICERS AS            --         --    4,628,013(A)          64.89%
     A GROUP (15 PERSONS)                              1,489,772(B)          93.82%
</TABLE>



--------------------

(1)  Based on information furnished by beneficial owners or their
     representatives. Includes direct and indirect ownership and, unless
     otherwise indicated, also includes sole voting and investment power with
     respect to reported holdings.

(2)  Assumes full conversion of Class B Common Stock to Class A Common Stock at
     the conversion factor of 1.15 Class A shares for each Class B share. Stock
     options currently exercisable are included with total shares outstanding
     in determining percentage of ownership for each respective director or
     executive officer.

(3)  Includes stock options unexercised, but currently exercisable, in addition
     to stock beneficially owned.

(4)  Daniel M. Tabas, Lee Tabas, Robert Tabas, Susan Tabas Tepper, and Howard
     Wurzak, members of their immediate families and their affiliates and
     associates, in the aggregate, own 4,497,705 shares of Class A Common Stock
     (67.44% assuming full conversion of Class B Common Stock to Class A Common
     Stock at a conversion factor of 1.15 Class A shares for each Class B share)
     and 1,316,006 shares of Class B common stock. Messr. Tabas, Susan Tabas
     Tepper, and Howard Wurzak have unexercised but exercisable options to
     purchase 274,059 shares of Class A common stock. In calculating the
     tabulated percent of class, an additional 274,059 shares were added to the
     shares of common stock beneficially owned to the total outstanding shares
     of common stock assuming all exercisable options were exercised.

(5)  The percent of class assumes all outstanding exercisable options issued to
     directors and officers have been exercised and therefore, on a pro-forma
     basis, 7,132,541 shares of Class A common stock would be outstanding.

         The following paragraphs indicate full time positions and offices held
by the directors and executive officers and sets forth information furnished by
each such person as to his principal occupation for the last five years.


EXECUTIVE OFFICERS

         Daniel M. Tabas is the Chairman of the Board and a DIRECTOR of the
Registrant. His other principal occupation is Chief Executive Officer for Tabas
Enterprises, which consists of various entities in the restaurant, hotel, real
estate and entertainment businesses in the Philadelphia and Downingtown,
Pennsylvania areas. He is the father of Lee E. Tabas, Robert R. Tabas, Susan
Tabas Tepper, and the father-in-law of Howard Wurzak.

         Lee Evan Tabas is the President, Chief Executive Officer and a DIRECTOR
of the Registrant. He is the son of Daniel M. Tabas, brother of Robert R. Tabas
and Susan Tabas Tepper, brother in law of Howard Wurzak.

         Joseph Campbell is Managing Director and a DIRECTOR of the Registrant.
Mr. Campbell is employed by Tabas Enterprises on a part time basis.
<PAGE>   70
         Richard S. Hannye is the Secretary and Corporate Counsel of the
Registrant. Mr. Hannye was previously associated with the law firm of Hecker
Brown Sherry and Johnson in Philadelphia.

         James McSwiggan is the Chief Financial Officer and Treasurer of the
Registrant. Mr. McSwiggan is employed by Tabas Enterprises on a part time basis.

DIRECTORS

         Terri N. Gelberg, a DIRECTOR of the Registrant, is an attorney with
Gelberg & Associates and was formerly an attorney with Bolger, Picker, Hankin &
Tannebaum in Philadelphia, Pennsylvania.

         Gregory T. Reardon, a DIRECTOR of the Registrant, is the Managing
Shareholder of a public accounting firm Weiss, Toub, Reardon & Company, P.C. in
Philadelphia Pennsylvania, and President and owner of Valuation Advisors, Inc.,
a business appraisal firm in Philadelphia Pennsylvania.

         Albert Ominsky, a DIRECTOR of the Registrant, is an attorney and
President of the law firm of Ominsky & Welsh, P.C. in Philadelphia,
Pennsylvania.

         Robert R. Tabas is a Vice President, Senior Lender and DIRECTOR of the
Registrant. Mr. Tabas is a Vice President with Tabas Enterprises. He is the son
of Daniel M. Tabas, and brother of Lee E. Tabas and Susan Tabas Tepper, and
brother in law of Howard Wurzak.

         Edward Tepper, a DIRECTOR of the Registrant, is the Chairman of the
Philadelphia Kixx, a professional indoor soccer team, and the President of
Tepper Properties, a real estate investment company in Villanova, Pennsylvania.
He is the father-in-law of Susan Tabas Tepper.

         Anthony J. Micale, a DIRECTOR of the Registrant, is an executive with
MacDonalds' Restaurants in Cherry Hill, New Jersey.

         Howard Wurzak, a DIRECTOR of the Registrant, is President of
Hospitality Management Group, Inc. and the President of the Twelve Caesars
Banquet Facility in Philadelphia, Pennsylvania. He is the son-in-law of Daniel
M. Tabas and the brother-in-law of Lee E. Tabas, Robert R. Tabas and Susan Tabas
Tepper.

         Carl M. Cousins, a DIRECTOR of the Registrant, is the owner and
principal veterinarian of Haverford Animal Hospital in Haverford, Pennsylvania.

         Jack Loew, a DIRECTOR of the Registrant since January, 1997, is
president and treasurer of Hough/Loew Associates, a design/build construction
and development firm specializing in office, industrial and retail properties.

         Susan Tabas Tepper, a DIRECTOR of the Registrant, does consulting and
public relations work for Tabas Enterprises. She is the daughter of Daniel M.
Tabas, the daughter-in-law of Edward Tepper, the sister of Lee E. Tabas and
Robert R. Tabas, and the sister-in-law of Howard Wurzak.


BENEFICIAL OWNERSHIP - COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Corporation's officers and directors, and persons who own more than
10 percent of the registered class of the Corporation's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than 10 percent
shareholders are required by SEC regulation to furnish the Corporation copies of
all Section 16(a) forms they file.

         Based solely on its review of forms that were received from certain
reporting persons, the Corporation believes that during the period January 1,
1997 through December 31, 1997, its officers and directors were in compliance
with all filing requirements applicable to them.
<PAGE>   71
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In the ordinary course of business, RBPA has had, and expects to have
in the future, banking transactions with directors, officers, principal
shareholders and their associates which involve substantially the same terms,
including interest rates, collateral and repayment terms as those prevailing at
the time for comparable transactions with others and no more than the normal
risk of collectability or other unfavorable features. No transaction during the
three years ended December 31, 1997 of the above nature exceeded $8,000,000 or
10% of the equity capital accounts to the Registrant.

         The largest aggregate amount of indebtedness during the year l997 of
all Directors and Officers to the Bank as a group, and to their associates was
$14,651,598. The total of such outstanding loans at December 3l, 1997 was
$14,651,598. Interest rates ranged for fixed rates from 7.5% to 10.5%. Floating
rates ranged from prime to prime plus 2.5 points.

         The Registrant has had and intends to have business transactions in the
ordinary course of business with Directors and associates on comparable terms as
those prevailing from time to time for other nonaffiliated vendors of the
Registrant. In particular, the Registrant has used hospitality services of
director's, Howard Wurzak, and Daniel Tabas. Director Albert Ominsky's firm has
provided legal services to the Bank. Director Edward Tepper provides
construction supervision and property inspection services to the Bank.
<PAGE>   72
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

a.       1. Financial Statements

               The following financial statements are included by reference in
               Part II, Item 8 hereof.
                  Report of Independent Certified Public Accountants.
                  Consolidated Balance Sheets.
                  Consolidated Statements of Income.
                  Consolidated Statements of Changes in Stockholders' Equity.
                  Consolidated Statement of Cash Flows.
                  Notes To Consolidated Financial Statements.

         2. Financial Statement Schedules

                  Financial Statement Schedules are omitted because the required
                  information is either not applicable, not required or is shown
                  in the respective financial statements or in the notes
                  thereto.

         3. The following Exhibits are files herewith or incorporated by
         reference as a part of this Annual Report.

                  3(i)     Articles of Incorporation. (Incorporated by reference
                           to Exhibit 3(i) to Registrant's Registration
                           Statement No. 0-26366 on Form S-4.)

                  3(ii)    By-laws. (Incorporated by reference to Exhibit 3(i)
                           to Registrant's Registration Statement No. 0-26366 on
                           Form S-4.)

                  10.1     Stock Option and Appreciation Right Plan.
                           (Incorporated by reference to the Registrant's
                           Registration Statement No. 333-25855, on form S-8
                           filed with the Commission on April 5, 1997).

                  10.2     Outside Directors' Stock Option Plan. (Incorporated
                           by reference to the Registrant's Registration
                           Statement No. 333-25855, on form S-8 filed with the
                           Commission on April 5, 1997).

                  11.      Statement Re: Computation of Earnings Per Share.
                           Included at Item 8, hereof, Note A, "Per Share
                           Information".

                  12.      Statement re: Computation of Ratios. (Included at
                           Item 8 here of, Note Q, "Regulatory Matters.")

                  21.      Subsidiaries of Registrant.

                  23.      Consent of Independent Accountants.

                  27.      Financial Data Schedule.

                  27.2     Financial Data Schedules. Periods: Annual Form 10-K
                           for December 1996, Form 10-Q for June 30, 1996,
                           September 30, 1996, March 31, 1997, and June 30,
                           1997.

                  27.3     Financial Data Schedule. Form 10-Q for September 30,
                           1997

(b)      No Current Report on Form 8-K was filed by the Registrant during the
         fourth quarter of the fiscal year December 31, 1997.
<PAGE>   73
         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of l934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                     ROYAL BANCSHARES OF PENNSYLVANIA, INC.

<TABLE>
<CAPTION>
     DATE                    TITLE                     SIGNATURE
     ----                    -----                     ---------
<S>                 <C>                          <C>
March 18, 1998             Chairman              /s/ Daniel M. Tabas
--------------                                   ----------------------
                                                     Daniel M. Tabas


March 18, 1998          President/CEO/           /s/ Lee E. Tabas
--------------                                   ----------------------
                           Director                  Lee E. Tabas


March 18, 1998        Managing Director/         /s/ Joseph P. Campbell
--------------                                   ----------------------
                           Director                  Joseph P. Campbell


March 18, 1998          Treasurer/CFO            /s/ James J. McSwiggan
--------------                                   ----------------------
                                                     James J. McSwiggan


March 18, 1998             Director              /s/ Albert Ominsky
--------------                                   ----------------------
                                                     Albert Ominsky


                           Director
--------------                                   ----------------------
                                                     Anthony Micale


March 18, 1998      Senior Vice President/       /s/ Robert R. Tabas
--------------                                   ----------------------
                           Director                  Robert R. Tabas


March 18, 1998             Director              /s/ Gregory T. Reardon
--------------                                   ----------------------
                                                     Gregory T. Reardon


March 18, 1998             Director              /s/ Carl Cousins
--------------                                   ----------------------
                                                     Carl Cousins
</TABLE>
<PAGE>   74
<TABLE>
<CAPTION>
     DATE                    TITLE                     SIGNATURE
     ----                    -----                     ---------
<S>                        <C>                   <C>
March 18, 1998             Director              /s/ Howard Wurzak
--------------                                   ----------------------
                                                     Howard Wurzak


March 18, 1998             Director              /s/ Terri N. Gelberg
--------------                                   ----------------------
                                                     Terri  N. Gelberg


March 18, 1998             Director              /s/ Edward Tepper
--------------                                   ----------------------
                                                     Edward Tepper


March 18, 1998             Director              /s/ Jack Loew
--------------                                   ----------------------
                                                     Jack Loew


March 18, 1998             Director              /s/ Susan Tabas Tepper
--------------                                   ----------------------
                                                     Susan Tabas Tepper
</TABLE>
<PAGE>   75
                     ROYAL BANCSHARES OF PENNSYLVANIA, INC.
                           ANNUAL REPORT ON FORM 10-K
                                  EXHIBIT INDEX

3(i)     Articles of Incorporation. (Incorporated by reference to Exhibit 3(i)
         to Registrant's Registration Statement No. 0-26366 on Form S-4.)

3(ii)    By-laws. (Incorporated by reference to Exhibit 3(i) to Registrant's
         Registration Statement No. 0-26366 on Form S-4.)

10.1     Stock Option and Appreciation Right Plan. (Incorporated by reference to
         the Registrant's Registration Statement No. 333-25855, on form S-8
         filed with the Commission on April 5, 1997).

10.2     Outside Directors' Stock Option Plan. (Incorporated by reference to the
         Registrant's Registration Statement No. 333-25855, on form S-8 filed
         with the Commission on April 5, 1997).

11.      Statement Re: Computation of Earnings Per Share. (Included at Item 8,
         hereof, Note A, "Per Share Information".)

12.      Statements re: Computation of Ratios. (Included at Item 8 here of, Note
         Q, "Regulatory Matters.")

21.      Subsidiaries of Registrant.

23.      Consent of Independent Accountants.

27.      Financial Data Schedule.

27.2     Financial Data Schedules. Periods: Annual Form 10-K 1996, Form 10-Q for
         June 30, 1996, September 30, 1996, March 31, 1997, and June 30, 1997.

27.3     Financial Data Schedule. Form 10-Q for September 30, 1997