EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We issued our report dated January 17, 2003, accompanying the consolidated
financial statements incorporated by reference in the Annual Report of Royal
Bancshares of Pennsylvania, Inc. and Subsidiaries on Form 10-K for the year
ended December 31, 2002. We hereby consent to the incorporation by reference
of said report in the Company's Registration Statements on Form S-8 (File No.
333-25855).
/s/ Grant Thornton, LLP
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Philadelphia, Pennsylvania
March 26, 2003
CERTIFICATION
I, Joseph P. Campbell, Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Royal
Bancshares of Pennsylvania;
2. Based on my knowledge, the annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstance under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in the Report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared:
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of date within 90
days prior to filling date of this annual report(the
Evaluation Date); and
(c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to date their
evaluation, including any corrective actions with regard to
significant deficiencies and material weakness.
Dated: March 27, 2003
/s/ Joseph P. Campbell
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Chief Executive Officer
CERTIFICATION
I, Jeffrey T. Hanuscin, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Royal
Bancshares of Pennsylvania;
1. Based on my knowledge, the annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstance under which such statements were made, not
misleading with respect to the period covered by this annual
report;
2. Based on my knowledge, the financial statements, and other
financial information included in the Report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
3. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared:
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of date within 90
days prior to filling date of this annual report(the
Evaluation Date); and
c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
4. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
5. The registrant's other certifying officer and I have indicated
in this annual report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to date their
evaluation, including any corrective actions with regard to
significant deficiencies and material weakness.
Dated: March 27, 2003
/s/ Jeffrey T. Hanuscin
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Chief Financial Officer