Edgar Filing: ALABAMA NATIONAL BANCORPORATION

Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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ALABAMA NATIONAL BANCORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PROXY STATEMENT FOR ALABAMA NATIONAL BANCORPORATION

PROSPECTUS FOR ROYAL BANK OF CANADA

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Alabama National BanCorporation, or ANB, at 10:00 a.m. (Birmingham, Alabama time) on Thursday, January 24, 2008, at First American Bank, 1927 First Avenue North, Birmingham, Alabama 35203. At the special meeting, you will be asked to consider and vote upon a proposal to approve and adopt a merger agreement that provides for the merger of ANB with and into RBC Centura Banks, Inc., a wholly owned subsidiary of Royal Bank of Canada, or RBC.

If the merger is completed, for each share of ANB common stock you own you will receive, based on your election, either (i) RBC common shares worth U.S. $80.00, as described below, or (ii) U.S. $80.00 in cash, subject to certain proration procedures designed to ensure that the aggregate consideration to be paid by RBC to all ANB stockholders will be, as nearly as practicable, 50% cash and 50% RBC common shares. Subject to these proration requirements, those stockholders of ANB electing to receive RBC common shares will receive, for each share of ANB common stock, a number of RBC common shares equal to U.S. $80.00 divided by the volume-weighted average market price of RBC common shares on the New York Stock Exchange over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger. If you elect to receive RBC common shares for your shares of ANB common stock, you would receive, based on the closing price of RBC common shares on December 11, 2007, 1.55 RBC common shares for each of your shares of ANB common stock. On September 5, 2007, the last trading day before the merger was publicly announced, the closing price of RBC common shares was $51.48, which, based on the closing price on that date, if you elected to receive RBC common shares, would entitle you to receive 1.55 RBC common shares for each of your shares of ANB common stock.

Based on the current number of shares of ANB common stock outstanding, the current market price of RBC’s common shares and that, as nearly as practicable, 50% of the aggregate consideration will be paid in RBC common shares, RBC expects to issue approximately 16 million common shares in the aggregate to ANB stockholders upon completion of the merger. Any increase or decrease in the number of shares of ANB common stock outstanding or any increase or decrease in the market price of RBC common shares that occurs for any reason prior to completion of the merger would, however, cause the actual number of RBC common shares issued in the merger to change. Therefore, at the time of the special meeting, ANB stockholders electing to receive RBC common shares in exchange for their ANB common stock will not know how many RBC common shares they will receive when the merger is completed. The RBC common shares to be issued in the merger will be listed on the New York Stock Exchange, the Toronto Stock Exchange and the Swiss Exchange under the trading symbol “RY.”

After careful consideration, your board of directors has unanimously determined that the merger agreement and the merger are advisable and in the best interests of ANB and its stockholders, has unanimously approved the merger agreement and the merger, and unanimously recommends that you vote “FOR” approval and adoption of the merger agreement.

The accompanying document provides a detailed description of the proposed merger and the consideration that you will be entitled to receive if the merger is completed. We urge you to read these materials carefully. Please pay particular attention to the “ Risk Factors” beginning on page 23 for a discussion of risks related to the transaction.

The merger cannot be completed unless we obtain the approval of the holders of at least a majority of ANB’s outstanding common stock. Your vote is very important. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card to us.

Sincerely,

LOGO

John H. Holcomb, III

Chairman of the Board and Chief Executive Officer

Alabama National BanCorporation

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the RBC common shares to be issued in the merger or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense. The securities that RBC is offering through this document are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of RBC, and they are not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other governmental agency.

This document is dated December 14, 2007, and is first being mailed to ANB’s stockholders on or about December 18, 2007.

REFERENCES TO ADDITIONAL INFORMATION

This document incorporates by reference important business and financial information about RBC and ANB from documents filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain documents related to RBC and ANB that are incorporated by reference in this document without charge by requesting them in writing or by telephone from the appropriate company:

Alabama National BanCorporation

1927 First Avenue North

Birmingham, Alabama 35203

Attn: Kimberly Moore

Telephone: (205) 583-3600

Royal Bank of Canada

Investor Relations Department

200 Bay Street

14^th Floor, South Tower

Toronto, Ontario

Canada M5J 2J5

Telephone: (416) 955-7802

In order to receive timely delivery of the documents in advance of the special meeting, you should make your request no later than January 16, 2008.

For a more detailed description of the documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 107.

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form F-4 filed with the SEC by RBC (File No. 333-147789), constitutes a prospectus of RBC under Section 5 of the U.S. Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the RBC common shares to be issued to ANB stockholders as required by the merger agreement. This document also constitutes a notice of special meeting of stockholders and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act, with respect to the special meeting of ANB stockholders, at which ANB stockholders will be asked to consider and vote upon a proposal to approve and adopt the merger agreement.

LOGO

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 24, 2008

To the Stockholders of Alabama National BanCorporation:

We will hold a special meeting of ANB stockholders on January 24, 2008 at 10:00 a.m. (Birmingham, Alabama time) at First American Bank, 1927 First Avenue North, Birmingham, Alabama, 35203 to consider and vote upon the following matters:

1. A proposal to approve and adopt the Agreement and Plan of Merger dated as of September 5, 2007, by and among ANB, RBC and RBC Centura Banks, Inc., a copy of which is attached as Appendix A to the enclosed proxy statement/prospectus, pursuant to which ANB will merge into RBC Centura Banks, Inc., a wholly owned subsidiary of RBC; and

2. Transaction of such other business as may properly be brought before the special meeting and any adjournments or postponements thereof.

Each issued and outstanding share of ANB’s common stock (excluding shares owned by RBC, RBC Centura Banks, Inc. or ANB, and excluding any dissenting shares) will be converted into the right to receive, as elected by holders of ANB’s common stock, either (i) RBC common shares worth U.S. $80.00, as described below, or (ii) U.S. $80.00 in cash, subject to certain proration procedures designed to ensure that the aggregate consideration to be paid to all ANB stockholders by RBC will be, as nearly as practicable, 50% cash and 50% RBC common shares. Stockholders will be entitled to make this election with respect to each share of ANB common stock held by them on a share-by-share basis. Cash will be paid in lieu of fractional shares. The merger agreement contains a proration provision to ensure these percentages. Subject to these proration requirements, those stockholders of ANB electing to receive RBC common shares will receive, for each share of ANB common stock, a number of RBC shares equal to U.S. $80.00 divided by the volume-weighted average market price of RBC common shares on the New York Stock Exchange over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger.

Only holders of ANB common stock of record at the close of business on December 11, 2007 are entitled to receive notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. Approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of ANB common stock entitled to vote at the special meeting. Please review the proxy statement/prospectus accompanying this notice for more complete information regarding the special meeting and the merger.

By order of the Board of Directors,

Kimberly Moore

Corporate Secretary

Your vote is important. Whether or not you expect to be present at the special meeting, please mark, sign, date and return the enclosed proxy card promptly. If you attend the special meeting, you may withdraw your proxy and vote in person.

Your board of directors unanimously recommends that you vote for the adoption and approval of the merger agreement.

TABLE OF CONTENTS


		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER		1
SUMMARY		5
Selected consolidated historical financial data for RBC		15
Selected consolidated historical financial data for ANB		17
Comparative per share data		20
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION		22
RISK FACTORS		23
THE SPECIAL MEETING		28
General		28
Record Date and Voting		28
Proxies; Revocation		28
Required Vote		29
Adjournments or Postponements		29
Dissenters’ Appraisal Rights		29
THE MERGER		30
Background of the Merger		30
ANB’s Reasons for the Merger; Recommendation of the Board of Directors		34
Summary of Analysis by Keefe Bruyette & Woods		36
RBC’s Reasons for the Merger		43
REQUIRED REGULATORY APPROVALS		44
U.S. Banking Regulations		44
Canadian Approvals		45
Listing of RBC Common Shares		45
Other Regulatory Filings and Approvals		45
MATERIAL TAX CONSIDERATIONS		46
Certain U.S. Federal Income Tax Considerations		46
Ownership of RBC Common Shares—U.S. Federal Income Taxation		49
Additional U.S. Federal Income Tax Considerations		50
Certain Canadian Federal Income Tax Considerations		51
ACCOUNTING TREATMENT		52
INTERESTS OF ANB’S EXECUTIVE OFFICERS AND DIRECTORS IN THE MERGER		53
New Employment Agreements		53
Existing Employment Continuation Agreements with ANB		54
Supplemental Compensation for Other Executive Officers of ANB		54
Equity Compensation Awards		55
Key Employee Deferral of Compensation Plan		55
Director Deferral of Compensation Plans		55
Indemnification and Insurance		56
THE MERGER AGREEMENT		57
General		57
Closing; Effect of the Merger		57
Public Trading Markets		57
Merger Consideration		58
Election Procedures; Surrender of Stock Certificates		58
Proration Procedures		60
Withholding		62
Treatment of ANB Stock Options and Other Stock-Based Awards		62
Shares Held by Dissenters		62


		Page
Declaration and Payment of Dividends		62
Conditions to Complete the Merger		63
Representations and Warranties		63
Conduct of Business Pending the Merger		66
Additional Agreements		68
Employee Matters		69
Acquisition Proposals by Third Parties		70
Termination of the Merger Agreement		71
Waiver and Amendment		73
Fees and Expenses		73
Restrictions on Resales by Affiliates		73
DISSENTERS’ RIGHTS OF APPRAISAL		74
DESCRIPTION OF RBC SHARES		78
General Description		78
RBC Common Shares		78
RBC Preferred Shares		78
Registration and Transfer Agent		79
Dividends		79
Voting Rights		79
Liquidation Rights		80
Preemptive Rights		80
Limitations Affecting Holders of RBC Shares		80
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ANB		81
COMPARISON OF RIGHTS OF ANB STOCKHOLDERS AND RBC SHAREHOLDERS		84
COMPARATIVE MARKET PRICES AND DIVIDENDS		100
THE COMPANIES		102
Alabama National BanCorporation		102
Further Information About ANB		102
Royal Bank of Canada		102
Further Information About RBC		103
RBC Centura Banks, Inc.		103
DIRECTORS AND EXECUTIVE OFFICERS OF RBC		104
RBC’s Board of Directors and Executive Officers		104
Indebtedness of Directors and Executive Officers		104
EXPERTS		105
VALIDITY OF RBC COMMON SHARES		105
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS AGAINST RBC, ITS MANAGEMENT AND OTHERS		105
STOCKHOLDER PROPOSALS AND OTHER MATTERS		106
WHERE YOU CAN FIND MORE INFORMATION		107
Appendix A: Merger Agreement		A-1
Appendix B: Opinion of Keefe, Bruyette & Woods, Inc.		B-1
Appendix C: Section 262 of the Delaware General Corporation Law		C-1

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following are some questions that you may have regarding the proposed merger being considered at the ANB special meeting and brief answers to those questions. ANB and RBC urge you to read carefully the remainder of this document because the information in this section does not provide all the information that might be important to you with respect to the proposed merger. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document. Unless the context otherwise requires, all references in this document to RBC are to Royal Bank of Canada, a Canadian chartered bank, and its consolidated subsidiaries; all references to ANB are to Alabama National BanCorporation, a Delaware corporation, and its consolidated subsidiaries; all references to RBC Centura are to RBC Centura Banks, Inc., a North Carolina corporation and a wholly owned subsidiary of RBC; all references to the combined company are to RBC Centura following completion of the merger; and all references to the merger agreement are to the Agreement and Plan of Merger, dated as of September 5, 2007, by and among ANB, RBC Centura and RBC, a copy of which is attached as Appendix A to this document.

Q:	What is this document and why am I receiving it?

This document describes a proposal to approve and adopt the merger agreement, which is attached to this document as Appendix A. The merger agreement provides for the merger of ANB with and into RBC Centura. This document also gives you information about ANB, RBC, RBC Centura and other background information so that you can make an informed decision. You are receiving this document and proxy card because you own shares of ANB common stock and ANB has called a special meeting of its stockholders to vote on the approval and adoption of the merger agreement.

When you cast your vote using the proxy card, you are appointing John H. Holcomb, III and Dan M. David as your representatives, or proxies, at the meeting. They will vote your shares at the meeting as you have instructed them on the proxy card. Accordingly, if you send in your proxy card, your shares will be voted whether or not you attend the special meeting. Even if you plan to attend the meeting, it is a good idea to cast your vote in advance of the meeting in case your plans change.

The board of directors of ANB knows of no other business to be presented at the meeting. If any matters other than the approval and adoption of the merger agreement are properly presented for consideration at the meeting, John H. Holcomb, III and Dan M. David, as your proxies, will vote, or otherwise act, on your behalf in accordance with their judgment on such matters.

Q:	When and where is the stockholder meeting?

A:	The ANB special meeting will take place on January 24, 2008, at 10:00 a.m. (Birmingham, Alabama time) at First American Bank, 1927 First Avenue North, Birmingham, Alabama 35203.

Q:	Who can vote?

A:	Holders of ANB common stock as of the close of business on the record date of December 11, 2007 are entitled to vote at the meeting. Beneficial owners as of the record date will receive instructions from their bank, broker or other nominee describing how to vote their shares.

Q:	Why is my vote important?

Approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of ANB common stock. Accordingly, the failure to submit a proxy or to vote in person at the meeting or the abstention from voting by ANB stockholders will have the same effect as a vote “AGAINST” approval and adoption of the merger agreement.

Q:	What do I need to do now in order to vote?

A:	After you have carefully read this document, indicate on your proxy card how you want to vote. Sign, date and mail the proxy card in the enclosed prepaid return envelope as soon as possible, so that your shares may be represented and voted at the special meeting.

You should return your proxy card whether or not you plan to attend the meeting. If you attend the meeting, you may revoke your proxy at any time before it is voted and vote in person if you wish.

Q:	How do I vote my shares if my shares are held in “street name”?

You should contact your broker or bank. Your broker or bank can give you directions on how to instruct the broker or bank to vote your shares. Your broker or bank will not vote your shares unless the broker or bank receives appropriate instructions from you. You should therefore provide your broker or bank with instructions as to how to vote your shares.

Q:	What happens if I submit my proxy but do not indicate my preference for or against approval of the merger agreement?

A:	If you submit a proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted “FOR” approval and adoption of the merger agreement.

Q:	What happens if I do not vote at all?

A:	If you do not submit your proxy or instruct your broker or bank to vote your shares, and you do not vote in person at the meeting, the effect will be the same as if you voted “AGAINST” approval and adoption of the merger agreement.

If your shares are held in street name, your broker or bank will leave your shares unvoted unless you provide instructions on how to vote. Again, unvoted shares will have the same effect as a vote “AGAINST” approval and adoption of the merger agreement. You should follow the directions provided by your broker or bank regarding how to instruct your broker or bank to vote your shares. This ensures that your shares will be voted at the meeting.

Q:	How does my board of directors recommend that I vote on the proposal?

A:	The ANB board of directors unanimously recommends that you vote “FOR” approval and adoption of the merger agreement.

Q:	When is the merger expected to be completed?

We expect to complete the merger during the second quarter of RBC’s 2008 fiscal year, which runs from February 1, 2008 to April 30, 2008. Because the merger is subject to regulatory approvals and approval by the ANB stockholders, as well as other conditions, we cannot predict the exact timing of its completion.

Q:	What type of consideration can I receive in the merger?

If the merger is completed, for each share of ANB common stock you own you will receive, based on your election, either RBC common shares worth U.S.$80.00, as described below, or U.S.$80.00 in cash, subject to certain proration procedures designed to ensure that the aggregate consideration to be paid by RBC to all ANB stockholders will be, as nearly as practicable, 50% cash and 50% RBC common shares. The merger agreement contains a proration provision to ensure these percentages. Cash will be paid in lieu of fractional

shares. Subject to the proration requirements described above, those stockholders of ANB electing to receive RBC common shares will receive, for each share of ANB common stock, a number of RBC shares equal to U.S.$80.00 divided by the volume-weighted average market price of RBC common shares on the New York Stock Exchange (or NYSE) over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger.

Q:	When must I elect the type of consideration that I prefer to receive?

A form of election will be provided to you at a later date and, if you wish to elect whether you prefer to receive cash or RBC common shares, you should carefully review and follow the instructions that will be included with the form of election. The deadline to make an election is 5:00 p.m., Birmingham, Alabama time, on January 31, 2008. If you do not submit a properly completed and signed form of election to the exchange agent by the election deadline, you will have no control over the type of consideration you may receive and, consequently, may receive only cash or only RBC common shares, or a combination of cash and RBC common shares, depending on elections made by other ANB stockholders.

Q:	Should I send in my ANB stock certificates now?

No. Please DO NOT send your ANB stock certificates with your proxy card. You will be provided at a later date with a form of election and instructions regarding the surrender of your stock certificates. You should then, prior to the election deadline, send your stock certificates to the exchange agent, together with your completed, signed form of election. We suggest that your stock certificates be sent via registered mail. See “The Merger Agreement—Election Procedures; Surrender of Stock Certificates” beginning on page 58.

Q:	Do I have dissenters’ rights with respect to the merger?

Yes. Under the Delaware General Corporation Law, holders of ANB common stock have the right to obtain an appraisal of the value of their shares of ANB common stock in connection with the merger. To perfect appraisal rights, an ANB stockholder must deliver a written demand for appraisal to ANB before the vote on the merger agreement is taken at the special meeting, must not vote in favor of the approval and adoption of the merger agreement and must strictly comply with all of the procedures required under Section 262 of the Delaware General Corporation Law. Casting a vote against the merger agreement will not cause a stockholder to lose his or her dissenters’ rights. For more information on these procedures, see the section of this proxy statement/prospectus entitled “Dissenters’ Rights of Appraisal” and Appendix C to this proxy statement/prospectus.

Q:	Are there risks associated with the merger that I should consider in deciding how to vote?

Yes. There are a number of risks related to the merger of RBC Centura and ANB that are discussed in this document and in other documents incorporated by reference in this document. Please read with particular care the detailed description of the risks associated with the merger on pages 23 through 27 and in the SEC filings of RBC and ANB referred to on pages 107 and 108.

Q:	What are the U.S. federal income tax consequences of the merger to ANB’s stockholders?

The merger is intended to qualify as a “reorganization” under U.S. federal income tax laws. As a result, U.S. holders of ANB common stock that receive RBC common shares or a combination of RBC common shares and cash generally will not recognize any loss on the exchange for U.S. federal income tax purposes and will recognize gain in an amount not to exceed any cash received in the merger. U.S. holders of ANB common stock that receive solely cash (and no RBC common shares) in the merger generally will recognize gain or loss equal to the difference between the amount of cash received by a holder of ANB common stock

and such holder’s tax basis in his or her shares of ANB common stock. Cash received for fractional RBC common shares is treated as though the U.S. holder had first received the fractional RBC common share and then sold the fractional RBC common share for cash. Dividends paid on RBC common shares to a U.S. holder will be subject to a Canadian withholding tax, for which the holder may be entitled to claim a credit against the holder’s U.S. federal income tax. For a more detailed description of the tax consequences of the merger, please see “Material Tax Considerations” beginning on page 46.

Q:	Can I change my vote after I have mailed my signed proxy card?

Yes. You can change your vote at any time before the vote at the special meeting by submitting a written revocation to the Secretary of ANB at 1927 First Avenue North, Birmingham, Alabama 35203 or by submitting a new proxy, in either case, dated after the date of the proxy that is being revoked, or by attending the meeting and voting in person. For a description of voting procedures, see “The Special Meeting—Proxies; Revocation” beginning on page 28.

Q:	Whom should I call with questions?

A:	If you have further questions, you may contact:

Alabama National BanCorporation

1927 First Avenue North

Birmingham, Alabama 35203

Attn: Kimberly Moore

Telephone: (205) 583-3600

SUMMARY

The following is only a summary of the material information contained in this document. To fully understand this proposal, we urge you to review this entire proxy statement/prospectus and the other documents to which we refer you. A copy of the merger agreement is attached as Appendix A to this proxy statement/prospectus. You should read the merger agreement for a complete understanding of the terms of the merger. In addition, we incorporate by reference into this document important business and financial information about RBC and ANB. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 107. Each item in this summary includes a page reference directing you to a more complete description of that item.

All references to “dollars,” “$” or “U.S.$” mean the lawful currency of the United States, and all references to “Canadian dollars” or “C$” mean the lawful currency of Canada, unless otherwise indicated.

The Companies (page 102)

Alabama National BanCorporation

Alabama National BanCorporation

1927 First Avenue North

Birmingham, Alabama 35203

(205) 583-3600

ANB, a Delaware corporation, is a bank holding company headquartered in Birmingham, Alabama, operating 102 banking locations through ten bank subsidiaries in Alabama, Florida and Georgia. ANB provides full banking services to individuals and businesses. As of September 30, 2007, ANB and its subsidiaries had consolidated assets of $8.0 billion, consolidated total deposits of $5.7 billion and consolidated stockholders’ equity of $881.0 million. ANB common stock is traded on the Nasdaq Global Select Market under the symbol “ALAB.”

Royal Bank of Canada

Royal Bank of Canada

200 Bay Street

Royal Bank Plaza

Toronto, Ontario

Canada M5J 2J5

(416) 974-5151

Royal Bank of Canada is a Schedule I bank under the Bank Act (Canada), which constitutes its charter and governs its operations. Royal Bank of Canada and its subsidiaries operate under the master brand name of RBC. RBC is Canada’s largest bank as measured by assets and market capitalization and one of North America’s leading diversified financial services companies. RBC provides personal and commercial banking, wealth management services, insurance, corporate and investment banking and transaction processing services on a global basis. RBC employs more than 70,000 full- and part-time employees who serve more than 15 million personal, business, public sector and institutional clients through offices in Canada, the U.S. and 36 other countries. RBC provides banking services in the U.S. through RBC Centura. As of October 31, 2007, RBC had consolidated assets of C$624 billion (U.S.$660 billion¹), consolidated total deposits of C$353 billion (U.S.$374 billion¹) and consolidated shareholders’ equity of C$25 billion (U.S.$26 billion¹) under U.S. GAAP. RBC’s common shares are listed on the New York Stock Exchange, or NYSE, the Toronto Stock Exchange, or TSX, and the Swiss Exchange under the trading symbol “RY.”

¹	The applicable rate on October 31, 2007 was the exchange rate used to convert Canadian dollars to U.S. dollars, which was C$1.00=U.S.$1.059.

RBC Centura Banks, Inc.

RBC Centura Banks, Inc.

3201 Beechleaf Court

Raleigh, North Carolina 27604

RBC Centura serves personal, business and commercial clients in the southeastern U.S. through more than 345 full-service banking centers as of September 30, 2007, an extensive ATM network, and telephone and internet banking. Based in Raleigh, North Carolina, RBC Centura had total assets of more than $25 billion as of September 30, 2007.

RBC Centura offers a wide range of financial advice and services including deposit accounts, credit and debit cards, business and personal loans, credit insurance, small business and commercial products, Knowledge-Based Industries specialty banking, and residential and commercial mortgages. In addition, RBC Centura offers builder finance products through its RBC Builder Finance division.

ANB is holding a special meeting to vote on the merger agreement (page 28)

ANB will hold a special meeting of stockholders on Thursday, January 24, 2008, at 10:00 a.m. (Birmingham, Alabama time) at First American Bank, 1927 First Avenue North, Birmingham, Alabama 35203. At the meeting, you will be asked to approve and adopt the merger agreement.

As of the record date, 20,411,083 shares of ANB’s common stock were outstanding and entitled to receive notice of and vote at the special meeting. Each share of ANB common stock outstanding as of December 11, 2007 entitles the holder to one vote on any matter to be considered at the special meeting. The presence, in person or by proxy, of a majority of the outstanding shares of ANB common stock is required for a quorum for the transaction of business at the special meeting.

If you vote your shares of ANB common stock by signing a proxy, your shares will be voted at the special meeting as you indicate on your proxy card. If no instructions are indicated on your signed proxy card, your shares of ANB common stock will be voted “FOR” approval and adoption of the merger agreement. If your shares are held in street name, you should follow the directions provided by your broker or bank regarding how to instruct your broker or bank to vote your shares. An abstention, unreturned proxy or share not voted because your broker or bank lacks the authority to vote that share will have the same effect as a vote “AGAINST” approval and adoption of the merger agreement.

You may revoke your proxy at any time before the vote at the special meeting by submitting a written revocation to the Secretary of ANB at 1927 First Avenue North, Birmingham, Alabama 35203, or by submitting a new proxy, in either case, dated after the date of the proxy that is being revoked. In addition, a proxy may also be revoked by voting in person at the special meeting. Simply attending the special meeting without voting will not revoke your proxy.

Approval and adoption of the merger agreement requires the vote of the holders of a majority of ANB’s shares (page 29)

The affirmative vote of the holders of a majority of the outstanding shares of ANB common stock entitled to vote at the special meeting is necessary for the approval and adoption of the merger agreement.

As of the record date, the directors and executive officers of ANB owned, in the aggregate, 3,344,614 shares of ANB common stock, or approximately 16.4% of the shares of ANB common stock outstanding on that date. To ANB’s knowledge, the directors and executive officers of ANB intend to vote “FOR” approval and adoption of the merger agreement.

Your board of directors unanimously recommends that you vote “FOR” the merger agreement (page 36)

After careful consideration, the ANB board of directors has unanimously determined that the merger agreement and the merger are advisable and in the best interests of ANB and its stockholders, has unanimously approved the merger agreement and unanimously recommends that ANB stockholders vote “FOR” approval and adoption of the merger agreement.

In determining whether to approve the merger agreement, the ANB board of directors consulted with certain of its senior management and with its legal and financial advisors. In arriving at its determination, the ANB board of directors considered the factors described under “The Merger—ANB’s Reasons for the Merger; Recommendation of the Board of Directors” beginning on page 34.

ANB’s financial advisor advises that the merger consideration is fair to stockholders from a financial point of view (page 36)

On September 5, 2007, at a meeting of ANB’s board of directors, Keefe, Bruyette & Woods, Inc. delivered to ANB’s board of directors its oral opinion, subsequently confirmed in writing, that as of that date and based upon and subject to the matters set forth in the opinion and such other matters as Keefe, Bruyette & Woods, Inc. considered relevant, the consideration to be received for the shares of ANB common stock in the merger, in the aggregate, was fair, from a financial point of view, to the holders of ANB common stock. The opinion of Keefe, Bruyette & Woods, Inc. is addressed to the ANB board of directors, is directed only to the consideration to be paid in the merger and does not constitute a recommendation to any ANB stockholder as to how that stockholder should vote with respect to the merger.

A copy of the written opinion of Keefe, Bruyette & Woods, Inc. is attached as Appendix B to this document. You should read the opinion in its entirety for information about the assumptions made, and matters considered, by Keefe, Bruyette & Woods, Inc. in rendering its opinion.

ANB agreed to pay Keefe, Bruyette & Woods, Inc. at the time of closing a cash fee equal to 0.60% of the market value of the aggregate consideration offered to ANB stockholders in exchange for the outstanding shares of common stock of ANB in the merger. ANB also agreed to reimburse Keefe, Bruyette & Woods, Inc. for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify Keefe, Bruyette & Woods, Inc. against certain liabilities, including liabilities under the federal securities laws. ANB currently estimates that the fee payable to Keefe, Bruyette & Woods, Inc. in connection with the merger will be approximately $10.1 million. This fee is contingent on the closing of the merger.

Interests of ANB’s executive officers and directors in the merger (page 53)

The directors and executive officers of ANB have financial interests in the merger that are different from, or in addition to, the interests of ANB stockholders. These interests include rights of certain executive officers under employment continuation agreements with ANB, rights of executive officers and directors under stock-based benefit programs and awards of ANB, rights of executive officers and directors under deferral of compensation plans of ANB, and rights of directors and officers to continued indemnification and insurance coverage after the merger for acts and omissions occurring before the completion of the merger. In addition, RBC Centura Bank, the bank subsidiary of RBC Centura, entered into employment agreements with certain executive officers of ANB as described more fully under “Interests of ANB’s Executive Officers and Directors in the Merger—New Employment Agreements.” As more fully described under “Interests of ANB’s Executive Officers and Directors in the Merger,” in connection with the merger, it was agreed that the six executive officers of ANB with employment continuation agreements will be paid at the closing of the merger an amount based upon the change-in-control cash severance benefits under their existing employment continuation agreements

with ANB (calculated using available amounts, as if the merger had occurred in 2007), which payment will equal $3,842,300 for John H. Holcomb, III, $1,241,000 for Dan M. David, $2,081,100 for Richard Murray, IV, $1,982,000 for William E. Matthews, V, $1,487,000 for James R. Thompson, III and $990,500 for John R. Bragg. It was also agreed that these executive officers will receive a payment at the closing of the merger based on the change-in-control provisions of ANB’s performance share plan, which payment will result in the cancellation of the executive’s unpaid awards under this plan and will equal $2,237,402 for Mr. Holcomb, $373,392 for Mr. David, $1,524,438 for Mr. Murray, $1,524,438 for Mr. Matthews, $957,856 for Mr. Thompson and $517,226 for Mr. Bragg. Consistent with the existing employment continuation agreements between ANB and these executives, it was further agreed that these executive officers will receive a full income tax gross-up in respect of the payment received for cancellation of the executive’s ANB performance share awards and a full excise tax gross-up in respect of any payments and benefits received in connection with a change in control that exceed the limit under Section 280G of the Internal Revenue Code.

Two of ANB’s executive officers do not have employment continuation agreements with ANB and did not sign employment agreements with RBC Centura Bank. The aggregate amount of cash and equity-based incentives that these two executive officers will receive from an employee bonus pool to be established by RBC and RBC Centura in connection with the merger is $300,000. The aggregate amount payable to these two executive officers of ANB in exchange for cancellation of their performance share awards under ANB’s performance share plan is $704,000.

The aggregate consideration that the eight executive officers of ANB will receive for their stock options to acquire ANB common stock as a result of the merger is $1,864,313. All of these stock options were fully vested prior to ANB’s entering into the merger agreement. The aggregate amount that the eight executive officers of ANB will be entitled to receive due to distribution of their accounts under ANB’s deferral of compensation plan for key employees as a result of the merger is $9,583,361, none of which will be received from amounts that will vest due to the completion of the merger. The aggregate amount that the 13 non-employee directors of ANB will be entitled to receive due to distribution of their accounts under ANB’s deferral of compensation plans for non-employee directors as a result of the merger is approximately $5,720,422, none of which will be received from amounts that will vest due to the completion of the merger.

The aggregate amount of all such interests (other than the salaries to be paid for a three-year period and the guaranteed bonuses to be paid for fiscal 2008 under the new employment agreements) is approximately $50.7 million. The aggregate amount of guaranteed salaries and guaranteed bonuses under the new employment agreements for ANB executive officers is approximately $6.4 million. The ANB board of directors was aware of these interests and considered them in approving the merger agreement and the merger.

We expect to complete the merger during the second quarter of RBC’s 2008 fiscal year (page 57)

Because the merger is subject to various regulatory approvals and the approval of ANB’s stockholders, as well as other conditions, we cannot predict the exact timing of its completion. We expect, however, to complete the merger during the second quarter of RBC’s 2008 fiscal year, which runs from February 1, 2008 to April 30, 2008.

ANB stockholders will receive cash or RBC common shares in the merger depending on their election and subject to the proration provisions of the merger agreement (page 60)

For each share of ANB common stock you hold immediately prior to completion of the merger, you will receive, at your election, either $80.00 in cash or $80.00 in RBC common shares, but subject to certain proration procedures designed to ensure that the aggregate consideration to be paid by RBC to all ANB stockholders will be, as nearly as practicable, 50% cash and 50% RBC common shares. If you elect to receive RBC common

shares for your ANB shares, the number of RBC common shares you receive for each share of ANB common stock will be equal to $80.00 divided by the volume-weighted average market price of RBC common shares on the NYSE over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger.

You may make different elections with respect to different shares that you hold (if, for example, you own 100 ANB shares, you could make a cash election with respect to 60 shares and a stock election with respect to the other 40 shares). If you do not submit a properly completed form of election prior to the election deadline, you will be allocated RBC common shares or cash pursuant to the procedures described in the section entitled “The Merger Agreement—Proration Procedures” beginning on page 60.

In the event of proration, you may receive a portion of your merger consideration in a form other than that which you elected. For a summary of the circumstances under which proration may occur, please see the section entitled “The Merger Agreement—Proration Procedures” beginning on page 60.

Based on the formula used to calculate the number of RBC common shares to be exchanged for shares of ANB common stock for those so electing, ANB stockholders may be entitled to fractional RBC common shares in exchange for their ANB shares. However, RBC will not issue any fractional common shares in the merger. An ANB stockholder who would receive a fraction of a RBC common share will instead receive an amount in cash (without interest) equal to the fraction of such RBC common share multiplied by the volume-weighted average market price of RBC common shares on the NYSE over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger.

Comparative market price information

The table below presents the NYSE closing market prices for RBC common shares and the Nasdaq Global Select Market closing market prices for shares of ANB common stock. These prices are presented on two dates:

•

September 5, 2007, the last trading day before the public announcement of the signing of the merger agreement; and

•

December 11, 2007, the latest practicable date before the printing of this proxy statement/prospectus.


	RBC Common Share Price
September 5, 2007	$	51.48
December 11, 2007	$	51.47

	ANB Common Stock Share Price
September 5, 2007	$	53.12
December 11, 2007	$	77.64

Based on the closing price of ANB common stock on September 5, 2007, the merger consideration represented a premium of approximately 51% over the last closing price per share of ANB common stock on September 5, 2007, the last trading day before the day on which the merger was publicly announced.

Set forth below is a table showing a hypothetical range of prices for RBC common shares and the corresponding consideration that an ANB stockholder would receive in a stock election and in a cash election in the merger. The table does not reflect the fact that RBC will not issue fractional shares in the merger, and will instead pay cash.


Hypothetical Price of RBC Common Shares	Hypothetical per Share Stock Consideration for ANB Stockholders	Hypothetical per Share Cash Consideration for ANB Stockholders
$40	2.00	$	80.00
45	1.78	$	80.00
50	1.60	$	80.00
55	1.45	$	80.00
60	1.33	$	80.00
65	1.23	$	80.00
70	1.14	$	80.00

The amounts set forth above are hypothetical and are intended only to demonstrate the calculation of consideration payable under the merger agreement. The actual market prices of RBC common shares will fluctuate prior to completion of the merger.

We urge you to obtain current market quotations for both RBC common shares and ANB common stock before making a decision with respect to the merger. Past price performance is not necessarily indicative of future price performance.

In order to make an election, ANB stockholders must properly complete and deliver an election form (page 58)

At least 26 business days prior to the anticipated completion date of the merger (or on such other earlier date as RBC and ANB mutually agree), a form of election and customary transmittal materials will be mailed to all ANB stockholders of record as of the fifth business day prior to the mailing date. You must properly complete and deliver to the exchange agent the election materials along with your stock certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates). Please DO NOT send your stock certificates or your form of election for stock consideration or cash consideration with your proxy card. Forms of election and stock certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of certificates) must be received by the exchange agent by the election deadline, which is 5:00 p.m., Birmingham, Alabama time, on January 31, 2008. RBC and ANB will issue a press release announcing any extension of the election deadline.

If you hold your ANB shares in certificated form and you do not return your form of election, together with your stock certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates), prior to the election deadline, properly completed and signed, or if you hold your ANB shares in “street name” through a bank, broker, or financial intermediary and you do not provide instructions to your bank, broker, or financial intermediary to make an election on your behalf through the Depository Trust Company, you will be deemed to have made NO ELECTION regarding your ANB shares. As a non-electing holder, you will receive consideration valued at $80.00 for each of your ANB shares, but you may be paid all in cash, all in RBC common shares, or part in cash and part in RBC common shares, depending on the remaining pool of cash and RBC common shares available for paying the merger consideration after giving effect to the proration procedures in the merger agreement.

If your shares are held in a brokerage or other custodial account, you should receive instructions from the entity where your shares are held advising you of the procedures for making your election.

The RBC common shares to be issued in the merger will be listed and traded on various exchanges (page 57)

The RBC common shares to be issued in the merger will be listed and traded on the NYSE, the TSX and the Swiss Exchange under the trading symbol “RY.”

There are several conditions to completion of the merger (page 63)

RBC, RBC Centura and ANB are obligated to complete the merger only if several conditions are satisfied or waived. Some of these conditions include:

•

the approval and adoption of the merger agreement by ANB stockholders;

•

the approval and listing by the NYSE and the TSX of the RBC common shares to be issued in the merger;

•

the absence of any statute, rule, injunction or other order which prohibits the transactions contemplated by the merger agreement;

•

RBC and ANB having received an opinion from their respective legal advisors regarding the tax consequences of the merger; and

•

receipt of all banking and other regulatory and non-regulatory approvals and all consents required to complete the merger.

Non-solicitation (page 70)

ANB has agreed that it will not solicit or encourage any inquiries or proposals regarding any acquisition proposals by third parties. ANB may respond to unsolicited proposals in certain circumstances if required by the ANB board of directors’ fiduciary duties. ANB must promptly notify RBC if it receives any acquisition proposals.

RBC Centura and ANB can terminate the merger agreement in some circumstances (page 71)

ANB’s and RBC Centura’s boards of directors may mutually agree to terminate the merger agreement at any time before the closing of the merger, whether before or after approval of the merger by ANB stockholders, by mutual written consent. Also, either ANB or RBC Centura may unilaterally terminate the merger agreement:

•

at any time if the merger is not completed by June 1, 2008, except a party that is in breach of the merger agreement may not terminate the merger agreement;

•

if any governmental authority whose approval is required for the merger has denied approval and such denial has become final and non-appealable or if any governmental authority of competent jurisdiction has issued any final and non-appealable order permanently enjoining or otherwise prohibiting completion of the merger, or denying approval of the merger;

•

if the terminating party is not then in material breach of the merger agreement, and the other party has breached any representation, warranty or covenant, which breach would result in the failure of the closing conditions to the merger agreement, and such breach is not cured within 45 days following written notice; or

•

if the merger agreement and the merger have not been approved and adopted by ANB stockholders at the special meeting of ANB stockholders.

Additionally, RBC Centura may terminate the merger agreement if the ANB board of directors fails to recommend that the stockholders approve and adopt the merger agreement or, if after recommending the approval and adoption of the merger agreement, the ANB board of directors withdraws, modifies or qualifies, or

proposes to withdraw, modify or qualify, its recommendation; takes any public action or makes any public statement inconsistent with its recommendation; or recommends any alternative acquisition proposal.

ANB may also terminate the merger agreement, prior to the receipt of the requisite stockholder vote, in order to enter into a definitive agreement with respect to a superior acquisition proposal.

If the merger agreement is terminated, a cash fee may be payable (page 72)

ANB has agreed to pay a termination fee of $60,000,000 to RBC Centura if the merger agreement is terminated under any of the circumstances specified in “The Merger Agreement—Termination of the Merger Agreement; Termination Fee.”

There are required regulatory approvals to complete the merger (page 44)

The merger cannot be completed unless it is approved by the Board of Governors of the Federal Reserve System. Once the Federal Reserve Board approves the merger, there will be a waiting period from 15 to 30 days before we can complete it. During that time, the U.S. Department of Justice can challenge the merger.

In Canada, the merger must be approved by the Office of the Superintendent of Financial Institutions (Canada).

The merger is also subject to the approval of, or notice to, state and other regulatory authorities in the U.S. and Canada. RBC has filed all of the required applications and notices with the Federal Reserve Board and these other U.S. and Canadian regulatory authorities.

As of the date of this document, RBC has not yet received the required approvals. Although RBC believes that it will be able to obtain these regulatory approvals, RBC cannot be certain whether these approvals will be obtained within the period of time contemplated by the merger agreement or on conditions that would not be detrimental to the combined company, or at all.

RBC expects to account for the merger under the purchase method of accounting (page 52)

RBC expects to account for the merger by use of the purchase method of accounting, in accordance with both Canadian Generally Accepted Accounting Principles (“Canadian GAAP”) and U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). This means that RBC will record as goodwill the excess of the purchase price of ANB over the fair value of ANB’s identifiable assets, including intangible assets, net of its liabilities.

Tax considerations (page 46)

In the opinion of Sullivan & Cromwell LLP, U.S. counsel to RBC, the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. The opinion of Sullivan & Cromwell LLP is subject to the assumptions, qualifications and limitations set forth in the section entitled “Material Tax Considerations.” Holders of ANB common stock who receive RBC common shares, or a combination of RBC common shares and cash, in the merger generally will only recognize gain (but not loss) in an amount not to exceed any cash received in the merger, including any cash received in lieu of fractional share interests. Holders of ANB common stock who receive only cash in the merger generally will recognize gain or loss equal to the difference between the amount of cash received by a holder and such holder’s tax basis in its shares. Neither RBC nor ANB will be required to complete the merger unless it receives a legal opinion to the effect that the merger will be treated as a “reorganization” for U.S. federal income tax purposes. For a more detailed discussion of the U.S. federal income

tax consequences of the merger to U.S. holders of ANB stock, please see the section entitled “Material Tax Considerations.”

Tax matters are very complicated and the consequences of the merger to any particular ANB stockholder will depend on that stockholder’s particular facts and circumstances. You are urged to consult your own tax advisors to determine your own tax consequences from the merger.

What holders of ANB stock options and other equity-based awards will receive (page 62)

All outstanding ANB stock options will be converted into cash equal to $80.00 per share less the exercise price for each such share subject to the stock option or award. Additionally, all deferred amounts held in stock equivalent accounts or otherwise pursuant to ANB’s or its subsidiaries’ deferral of compensation plans will be converted into cash equal to the number of stock equivalents in such deferral account multiplied by $80.00. All outstanding performance share awards under the ANB performance share plan will be converted into cash in such amounts determined pursuant to the terms of the performance share plan.

You have dissenters’ rights of appraisal (page 74)

In the merger, ANB stockholders will have dissenters’ appraisal rights with respect to their shares under Delaware law. Under Delaware law, if ANB stockholders want to assert their right to dissent from the merger and seek the appraisal value of their shares of ANB common stock, ANB stockholders must follow carefully the procedures summarized at pages 74-77 of this document. A copy of Delaware’s statutory provision regarding dissenters’ appraisal rights is included as Appendix C to this document. Failure to precisely follow such provisions will result in the loss of your dissenters’ appraisal rights.

The rights associated with owning RBC common shares are different from those associated with owning ANB common stock (page 84)

The rights of holders of RBC common shares are governed by the Bank Act (Canada) (the “Bank Act”) and by RBC’s bylaws. The rights of ANB stockholders are governed by Delaware law, by ANB’s amended and restated certificate of incorporation, as amended, and ANB’s amended and restated bylaws. Upon completion of the merger, some ANB stockholders will become holders of RBC common shares, and their rights as RBC shareholders will be governed by the Bank Act and RBC’s bylaws. For a comparison of the rights of holders of RBC common shares with the rights of holders of ANB common stock, see “Comparison of Rights of ANB Stockholders and RBC Shareholders.”

Risk factors (page 23)

In evaluating the merger and the merger agreement and before deciding how to vote your shares of ANB common stock at the special meeting, you should read this proxy statement/prospectus carefully and especially consider the factors, risks and uncertainties discussed in the section entitled “Risk Factors” beginning on page 23.

Currencies and exchange rates

In this proxy statement/prospectus, all references to “dollars,” “$” or “U.S.$” mean the lawful currency of the United States, and all references to “Canadian dollars” or “C$” mean the lawful currency of Canada, unless otherwise indicated. The tables below set forth, for the periods and dates indicated, information concerning the Bank of Canada Daily Closing Foreign Exchange closing rate for the Canadian

dollar, expressed in U.S. dollars per one Canadian dollar. On December 11, 2007, the last practicable date before printing this proxy statement/prospectus, the closing rate was C$1.00 equals U.S.$0.9858.


	RBC Fiscal Year Ended October 31,
	2003	2004	2005	2006	2007
Rate at the end of period	0.758	0.821	0.847	0.890	1.059
Average rate during period⁽¹⁾	0.697	0.762	0.824	0.883	0.915

⁽¹⁾	The average of the closing rates on the last business day of each full month during the relevant period.


Most Recent Six Months:	High	Low
June 2007	0.945	0.930
July 2007	0.964	0.936
August 2007	0.954	0.928
September 2007	1.009	0.947
October 2007	1.059	1.002
November 2007	1.085	1.000

Selected consolidated historical financial data for RBC

Set forth below is selected financial information of RBC as of and for the years ended October 31, 2003 through 2007. This information has been derived from the audited consolidated financial statements of RBC and the notes thereto as filed with the SEC. You should read this information in conjunction with RBC’s audited consolidated financial statements and related notes included in RBC’s Annual Report on Form 40-F for the year ended October 31, 2007, which is incorporated by reference in this document. See “Where You Can Find More Information” beginning on page 107.

SELECTED HISTORICAL FINANCIAL DATA OF RBC

(Amounts in millions, except ratios, percentage amounts and per share data)


	Year Ended October 31,⁽¹⁾
C$ millions (unless otherwise stated)	2007			2006			2005			2004			2003
Income statement data
Interest income	$	25,877		$	21,890		$	17,017		$	14,060		$	13,917
Interest expense		18,362			15,076			10,073			7,484			7,427

Net interest income		7,515			6,814			6,944			6,576			6,490
Non-interest income		14,135			12,776			11,639			10,629			10,197

Total revenue		21,650			19,590			18,583			17,205			16,687

Provision for credit losses		795			427			437			347			715
Insurance policyholder benefits, claims and acquisition expense		2,036			2,038			2,041			1,542			1,426
Non-interest expense		11,707			10,933			11,142			10,710			9,970
Business realignment charges		—			—			45			177			—
Net income before income taxes and non-controlling interest in subsidiaries		7,112			6,192			4,918			4,429			4,576

Net income from continuing operations		5,541			4,750			3,539			3,064			3,033

Net income (loss) from discontinued operations⁽²⁾		—			(29	)		(45	)		(225	)		3

Net income	$	5,541		$	4,721		$	3,494		$	2,839		$	3,036


Selected information
Diluted earnings per share	$	4.21		$	3.57		$	2.63		$	2.13		$	2.21
Net income from continuing operations per share		4.29			3.65			2.71			2.34			2.26
Diluted net income per share		4.29			3.63			2.68			2.16			2.27
Return on common equity		24.3	%		23.2	%		18.3	%		15.9	%		17.0	%
Return on risk capital⁽³⁾		37.4	%		36.7	%		29.3	%		24.6	%		26.5	%
Selected information from continuing operations
Diluted earnings per share	$	4.21		$	3.59		$	2.67		$	2.30		$	2.21
Return on common equity		24.3	%		23.4	%		18.6	%		17.1	%		16.9	%
Net interest margin		1.24	%		1.31	%		1.46	%		1.49	%		1.65	%
Capital ratios
Tier 1 capital ratio⁽³⁾		9.4	%		9.6	%		9.6	%		8.9	%		9.7	%
Total capital ratio⁽³⁾		11.5	%		11.9	%		13.1	%		12.4	%		12.8	%


	Year Ended October 31,
C$ millions (unless otherwise stated)	2007			2006			2005			2004			2003
Selected balance sheet data and other information
Total assets	$	623,565		$	556,363		$	498,826		$	445,275		$	409,405
Securities		179,233			184,490			159,512			127,496			128,338
Loans, net of allowance for loan losses		235,748			208,419			191,355			171,883			160,492
Deposits		352,929			334,057			306,888			271,575			260,518
Shareholders’ equity		24,640			22,813			20,093			18,375			18,117
Average common equity		22,371			20,013			18,793			17,626			17,505
Risk-adjusted assets⁽³⁾		247,635			223,709			197,004			183,409			166,911
Assets under management		161,500			143,100			118,800			102,900			94,400
Assets under administration
—RBC		548,200			525,800			1,778,200			1,593,900			1,483,800
—RBC Dexia IS⁽⁴⁾		2,713,100			2,421,100			—			—			—

Common share information
Shares outstanding (000s)
—average basic		1,273,185			1,279,956			1,283,433			1,292,046			1,324,159
—average diluted		1,290,310			1,300,881			1,305,858			1,312,095			1,339,251
—end of period		1,276,260			1,280,890			1,293,502			1,289,496			1,312,043
Dividends declared per share (C$)		1.82			1.44			1.18			1.01			0.86
Dividends declared per share (U.S.$)⁽⁵⁾		1.71			1.27			0.96			0.77			0.61
Dividend yield (TSX)		3.3	%		3.1	%		3.2	%		3.3	%		2.9	%
Dividend yield (NYSE)		3.1	%		2.7	%		2.6	%		2.5	%		2.0	%
Common share price (RY on TSX)
—close, end of period (C$)		56.04			49.80			41.67			31.70			31.74
Common share price (RY on NYSE)
—close, end of period (U.S.$)		59.16			44.39			35.36			26.01			24.09
Market capitalization (TSX)(C$)	$	71,522		$	63,788		$	53,894		$	40,877		$	41,644
Market capitalization (NYSE) (U.S.$)		75,257			56,861			45,654			33,833			31,674

Business information for continuing operations (number of)
Employees (full-time equivalent)		65,045			60,858			60,012			61,003			60,812
Bank branches		1,541			1,443			1,419			1,415			1,386
Automated banking machines		4,419			4,232			4,277			4,432			4,469

⁽¹⁾

RBC’s financial statements are prepared in accordance with Canadian GAAP and adjusted for material differences between Canadian and U.S. GAAP. For a complete discussion of the Canadian and U.S. GAAP differences, refer to Note 31 in RBC’s audited consolidated financial statements included in RBC’s Annual Report on Form 40-F for the year ended October 31, 2007, which is incorporated by reference in this document.

⁽²⁾	In September 2005, we completed the sale of RBC Mortgage Company and by the end of fiscal 2006, we had disposed of substantially all of its remaining assets and obligations. For periods prior to 2007, the results of RBC Mortgage Company are presented separately as discontinued operations.

⁽³⁾	Determined in accordance with the guidelines of the Office of the Superintendent of Financial Institutions (Canada).

⁽⁴⁾	RBC Dexia IS is a joint venture in which RBC has a 50% joint venture interest.

⁽⁵⁾	RBC’s annual dividend has been translated into U.S. dollars based on the exchange rate on each dividend record date.

Selected consolidated historical financial data for ANB

Set forth below is selected historical financial information from ANB’s consolidated financial statements as of and for the years ended December 31, 2002 through 2006, and the nine months ended September 30, 2006 and September 30, 2007. This information as at and for each of the years in the five year period ended December 31, 2006 has been derived from the consolidated financial statements of ANB and notes to the consolidated financial statements as filed with the SEC. The information as at and for the nine-month periods ended September 30, 2007 and September 30, 2006 has been derived from the unaudited consolidated financial statements of ANB and the notes thereto filed by ANB with the SEC. You should read this information in conjunction with ANB’s consolidated financial statements and related notes included in ANB’s Annual Report on Form 10-K for the year ended December 31, 2006, as updated by Exhibits 99.1, 99.2 and 99.3 to the Current Report on Form 8-K dated November 27, 2007, which are incorporated by reference in this document and from which this information is derived. See “Where You Can Find More Information” beginning on page 107.

SELECTED HISTORICAL FINANCIAL DATA OF ANB

(Amounts in thousands, except ratios and per share data)


	For the Nine Months Ended September 30,					Year Ended December 31,
	2007		2006			2006			2005		2004		2003		2002
Income statement data:
Interest income	$	388,751	$	307,718		$	433,667		$	309,260	$	229,186	$	178,631	$	178,147
Interest expense		197,763		138,004			199,559			109,413		65,934		57,668		65,313

Net interest income		190,988		169,714			234,108			199,847		163,252		120,963		112,834
Provision for loan and lease losses		8,302		4,293			5,393			7,615		4,949		5,931		7,956

Net interest income after provision for loan and lease losses		182,686		165,421			228,715			192,232		158,303		115,032		104,878
Net securities (losses) gains		—		(1,250	)		(1,250	)		72		—		46		35
Noninterest income		62,706		55,796			75,456			68,092		69,072		74,743		58,292
Noninterest expense		153,983		132,704			181,567			159,121		144,680		128,557		110,734

Income before income taxes from continuing operations		91,409		87,263			121,354			101,275		82,695		61,264		52,471
Provision for income taxes		30,791		30,110			41,820			34,724		28,093		20,327		16,748

Net income from continuing operations		60,618		57,153			79,534			66,551		54,602		40,937		35,723
Pre-tax income (loss) from discontinued operations		1,851		244			457			200		71		180		(34	)
Provision for (benefit of) taxes on discontinued operations		700		94			175			78		29		71		(13	)

Income (loss) from discontinued operations		1,151		150			282			122		42		109		(21	)

Net income	$	61,769	$	57,303		$	79,816		$	66,673	$	54,644	$	41,046	$	35,702


	For the Nine Months Ended September 30,						Year Ended December 31,
	2007			2006			2006			2005			2004			2003			2002
Balance sheet data:
Total assets	$	7,967,331		$	6,870,818		$	7,671,274		$	5,931,673		$	5,315,869		$	3,820,112		$	3,316,168
Earning assets		7,152,863			6,183,706			6,856,309			5,385,824			4,841,255			3,512,744			3,034,980
Securities		1,253,681			1,207,919			1,265,774			1,136,487			1,200,407			810,227			700,333
Loans held for sale		22,018			24,184			27,652			14,940			22,313			16,415			51,030
Loans and leases, net of unearned income		5,761,997			4,874,244			5,456,136			4,144,095			3,495,701			2,659,440			2,191,394
Allowance for loan and lease losses		71,026			61,354			68,246			52,815			46,584			36,562			32,704
Deposits		5,682,313			4,790,982			5,567,603			4,343,264			3,934,723			2,753,749			2,330,395
Short-term debt		149,300			229,635			161,830			34,700			30,500			41,150			152,100
Long-term debt		460,339			378,569			402,399			369,246			393,688			332,393			240,065
Stockholders’ equity		880,956			706,113			853,623			571,879			529,543			279,418			234,492

Weighted average shares outstanding—diluted		20,861			18,521			19,147			17,445			16,100			12,957			12,683

Per common share data:
Income from continuing operations—diluted	$	2.91		$	3.09		$	4.15		$	3.81		$	3.39		$	3.16		$	2.82
Income from discontinued operations—diluted		0.05			—			0.02			0.01			0.00			0.01			(0.01	)
Net income—diluted		2.96			3.09			4.17			3.82			3.39			3.17			2.81
Book value (period end)		43.19			37.86			41.51			33.40			31.15			21.76			18.95
Tangible book value (period end) ⁽⁴⁾		27.29			25.72			25.55			24.39			22.17			19.28			17.61
Dividends declared		1.23			1.13			1.50			1.35			1.25			1.14			1.00
Dividend payout ratio—diluted		41.55	%		36.41	%		35.97	%		35.34	%		36.87	%		35.96	%		35.59	%

Performance ratios:
Return on average assets		1.06	%		1.18	%		1.18	%		1.18	%		1.13	%		1.14	%		1.18	%
Return on average equity		9.49			11.71			11.36			12.11			12.15			15.89			16.01
Net interest margin⁽¹⁾		3.64			3.87			3.84			3.90			3.71			3.65			4.07
Net interest margin (taxable equivalent)⁽¹⁾		3.70			3.91			3.88			3.93			3.74			3.68			4.11


	For the Nine Months Ended September 30,				Year Ended December 31,
	2007		2006		2006		2005		2004		2003		2002
Asset quality ratios:
Allowance for loan and lease losses to period end loans⁽²⁾	1.23	%	1.26	%	1.25	%	1.27	%	1.33	%	1.37	%	1.49	%
Allowance for loan and lease losses to period end nonperforming loans⁽³⁾	350.94		735.31		624.91		819.35		575.75		372.44		318.07
Net charge-offs to average loans and leases⁽²⁾	0.13		0.02		0.02		0.04		0.06		0.13		0.18
Nonperforming assets to period end loans and leases and foreclosed property⁽²⁾⁽³⁾	0.49		0.18		0.21		0.17		0.28		0.40		0.59

Capital and liquidity ratios:
Average equity to average assets	11.14	%	10.11	%	10.40	%	9.76	%	9.29	%	7.17	%	7.36	%
Leverage (4.00% required minimum)	8.04		8.23		7.95		8.29		8.44		7.73		7.52
Risk-based capital
Tier 1 (4.00% required minimum)	9.72		10.34		9.82		10.89		11.49		10.47		10.00
Total (8.00% required minimum)	10.85		11.52		10.98		12.10		12.74		11.73		11.26
Average loans and leases to average deposits	99.83		99.33		99.78		94.41		92.30		94.38		96.44

⁽¹⁾	Net interest income divided by average earning assets.

⁽²⁾	Does not include loans held for sale.

⁽³⁾	Nonperforming loans and nonperforming assets include loans past due 90 days or more that are still accruing interest. It is ANB’s policy to place all loans on nonaccrual status when over ninety days past due.

⁽⁴⁾

“Tangible book value per share”, a financial measure determined other than in accordance with U.S. GAAP, is computed by dividing tangible book value by the total number of common shares outstanding. “Tangible book value” equals book value less goodwill and other intangible assets. Management believes that this measure is useful because it provides book value exclusive of goodwill and other intangible assets and because it is a measure used by many investors as part of their analysis of ANB. The following table sets forth a reconciliation of book value per share to tangible book value per share.


	For the Nine Months Ended September 30,						Year Ended December 31,
	2007			2006			2006			2005			2004			2003			2002
Book value (stockholders’ equity)	$	880,956		$	706,113		$	853,623		$	571,879		$	529,543		$	279,418		$	234,492
Deduct: goodwill and other intangible assets		(324,279	)		(226,376	)		(328,166	)		(154,301	)		(152,661	)		(31,867	)		(16,611	)
Tangible book value		556,677			479,737			525,457			415,578			376,882			247,551			217,881

Book value per common share		43.19			37.86			41.51			33.40			31.15			21.76			18.95
Effect of goodwill and intangible assets per share		(15.90	)		(12.14	)		(15.96	)		(9.01	)		(8.98	)		(2.48	)		(1.34	)
Tangible book value per common share	$	27.29		$	25.72		$	25.55		$	24.39		$	22.17		$	19.28		$	17.61

Comparative per share data

The following tables set forth certain historical, unaudited pro forma and unaudited pro forma-equivalent per share financial information for RBC common shares and ANB common stock presented in U.S. GAAP. The pro forma and pro forma-equivalent per share information gives effect to the merger with respect to the data presented, as if it had become effective for the period presented. The pro forma data in the tables assume that the merger is accounted for as a purchase transaction. For more information, please see the section entitled “Accounting Treatment” on page 52. The information in the following table is based on, and should be read together with, the historical financial information that RBC and ANB have presented in their prior filings with the SEC. For more information, please see the section entitled “Where You Can Find More Information” beginning on page 107.

The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related costs, the amortization of certain intangibles, acquisition financing costs or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of RBC and ANB would have been had ANB been combined with RBC during these periods.

RBC HISTORICAL AND PRO FORMA COMMON SHARE DATA


Royal Bank of Canada	At or For the Year Ended October 31, 2007
	(C$)	(U.S.$)
Basic earnings per share⁽¹⁾
RBC historical	4.26	3.90
RBC pro forma⁽²⁾	4.27	3.91

Diluted earnings per share⁽¹⁾
RBC historical	4.21	3.85
RBC pro forma⁽²⁾	4.21	3.85

Dividends declared per share⁽²⁾⁽³⁾
RBC historical and pro forma	1.82	1.71

Book value per share at period end⁽⁴⁾
RBC historical	17.53	18.56
RBC pro forma⁽²⁾	19.69	20.85

⁽¹⁾	Translated to U.S. dollars using the average exchange rate for the period.

⁽²⁾

Pro forma combined amounts have been calculated by adding RBC’s results for the year ended October 31, 2007, with ANB’s results for the three months ended December 31, 2006, and for the nine months ended September 30, 2007, as reported in ANB’s Quarterly Report on Form 10-Q for the third quarter ended September 30, 2007. The amounts have been adjusted for estimated purchase accounting adjustments to be recorded in connection with the merger (consisting of fair value adjustments for assets acquired and liabilities assumed and adjustments for core deposit intangibles established, and the resulting amortization of these adjustments over appropriate periods).

⁽³⁾	Translated to U.S. dollars using the exchange rate on each dividend record date.

⁽⁴⁾	Translated to U.S. dollars using the exchange rate at the end of the period.

ANB HISTORICAL AND PRO FORMA COMMON SHARE DATA

The pro forma equivalent per share information for ANB was obtained by multiplying the pro forma amounts for RBC by 1.55, which is the number of RBC common shares that ANB stockholders who receive RBC common shares in the merger would receive for each share of ANB common stock, assuming no proration and assuming the volume-weighted average market price of RBC common shares on the NYSE for the last five trading days immediately prior to the date on which the merger is completed was $51.48, which was the closing price of RBC common shares on September 5, 2007, the last trading day before announcement of the merger. The number of RBC shares that ANB stockholders who receive RBC common shares in the merger will receive may differ depending on the proration procedures and the volume-weighted average market price of RBC common shares for the last five trading days prior to the date on which the merger is completed. Because RBC and ANB have different fiscal years, the pro forma equivalent for twelve months ended September 30, 2007 has been compared with RBC’s fiscal year ended October 31, 2007.


Alabama National BanCorporation	At or for the Twelve Months Ended September 30, 2007
Basic earnings per share
Historical	$	4.07
Pro forma equivalent	$	6.06

Diluted earnings per share
Historical	$	4.03
Pro forma equivalent	$	5.97

Dividends declared per share
Historical	$	1.605
Pro forma equivalent	$	2.65

Book value per share at period end
Historical	$	43.19
Pro forma equivalent	$	32.32

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

From time to time, RBC and/or ANB make written or oral forward-looking statements within the meaning of certain securities laws, including the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. This proxy statement/prospectus, including information incorporated by reference into this document, may contain forward-looking statements, including, for example, statements about management expectations, strategic objectives, growth opportunities, business prospects, regulatory proceedings, transaction synergies and other benefits of the merger, and other similar matters. Forward-looking statements are not statements of historical facts and represent only RBC’s and/or ANB’s beliefs regarding future performance, which is inherently uncertain. Forward-looking statements are typically identified by words such as “believe”, “expect”, “forecast”, “anticipate”, “intend”, “estimate”, “plan” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “should”, “could”, or “would”.

By their very nature, forward-looking statements involve assumptions and are subject to inherent risks and uncertainties which gives rise to the possibility that RBC’s and/or ANB’s predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that assumptions may not be correct and that RBC’s and/or ANB’s objectives, strategic goals and priorities will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause actual results to differ materially from the expectations expressed in such forward-looking statements. These factors include, but are not limited to, the possibility that the merger does not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; that RBC Centura and ANB may be required to modify the terms and conditions of the merger agreement to achieve regulatory or shareholder approval, or that the anticipated benefits of the merger are not realized as a result of such things as the strength of the economy and competitive factors in the areas where ANB does business; the impact of changes in the laws and regulations regulating financial services and enforcement thereof (including banking, insurance and securities); judicial judgments and legal proceedings; RBC Centura’s ability to complete the acquisition of ANB and to integrate it with RBC Centura successfully; the risk that expected synergies and benefits of the merger will not be realized within the expected time frame or at all; the risk of deposit attrition, increased operating costs, customer loss, employee loss and business disruption following the merger; reputational risks; and other factors that may affect future results of RBC, RBC Centura and ANB, including changes in trade policies, timely development and introduction of new products and services, changes in tax laws, and technological and regulatory changes.

We caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the merger and the future results of RBC, RBC Centura or ANB. The forward-looking statements speak only as of the date of this proxy statement/prospectus, in the case of forward-looking statements contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. When relying on our forward-looking statements to make decisions with respect to us, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.

Except to the extent required by applicable law or regulation, RBC and ANB undertake no obligation to update any forward-looking statements, whether written or oral, to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the section entitled “Risk Factors” beginning on page 23 and the reports that RBC and ANB have filed with the SEC, including the Annual Report on Form 40-F for the year ended October 31, 2007 of RBC and the Annual Report on Form 10-K, as updated, for the year ended December 31, 2006 of ANB. These reports are described in the section entitled “Where You Can Find More Information” beginning on page 107.

R ISK FACTORS

In addition to the general investment risks and the other information included or incorporated by reference into this proxy statement/prospectus, you should carefully read and consider the following factors in deciding how to vote on the merger agreement and in deciding whether to elect to receive cash or RBC common shares in the merger. Please also refer to the additional risk factors identified in periodic reports and other documents of RBC and ANB incorporated by reference into this proxy statement/prospectus and listed in the section entitled “Where You Can Find More Information” beginning on page 107.

The market price of RBC’s common shares after the merger will be affected by factors different from those currently affecting the shares of ANB common stock or RBC common shares.

The businesses of RBC and ANB differ significantly, and, accordingly, the results of operations of RBC and the market price of RBC common shares after the merger will be affected by factors different from those currently affecting the independent results of operations of RBC and the market price of RBC common shares. Further, RBC operates globally across a broad range of asset classes and services in which ANB has not historically operated. Accordingly, the results of operations of RBC and the market price of RBC common shares may be affected by factors different from those currently affecting the results of operations of ANB and the market price of ANB common stock. For a discussion of the businesses of RBC and ANB and of the most recent set of risk factors related to the business of RBC, please see the documents incorporated by reference into this proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information” beginning on page 107.

ANB stockholders may receive a form of consideration different from what they elect.

The right of ANB stockholders to elect to receive cash or RBC common shares in the merger is subject to proration procedures designed to ensure that the aggregate consideration to be paid by RBC to all ANB stockholders will be, as nearly as practicable, 50% cash and 50% RBC common shares. As a result, if either the aggregate cash or share elections exceed the maximum amount available, and your election of either cash or RBC common shares exceeds the maximum amount available, you may receive all or a portion of your consideration in a form different from what you elected. Accordingly, if you make a cash election, it is possible that you will receive RBC common shares. Conversely, if you elect to receive RBC common shares, it is possible that you will receive cash.

The RBC common shares received by ANB stockholders in the merger may decline in price.

For each share of ANB common stock exchanged for RBC common shares, the holder will receive RBC common shares worth $80.00 based on the volume-weighted average market price of RBC common shares on the NYSE over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger. RBC common shares may decline in price after that time. There is no guarantee that ANB stockholders receiving RBC common shares as merger consideration will be able to sell the RBC common shares received for any particular price.

ANB common stockholders electing to receive RBC common shares in the merger will not know how many RBC common shares they will receive at the time of the special meeting.

The volume-weighted average market price of RBC common shares on the NYSE over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger will be used to determine the number of shares into which ANB common stock are converted for stockholders receiving RBC common shares. As a result, ANB stockholders electing to receive $80.00 of RBC common shares for each share of ANB common stock they own will not know how many RBC common shares they will receive in the merger until after the effective time of the merger.

If you tender shares of ANB common stock to make an election (or follow the procedures for guaranteed delivery), you will not be able to sell those shares, unless you revoke your election prior to the election deadline.

Each ANB stockholder will receive an election form and other materials relating to the right of ANB stockholders to elect the form of merger consideration under the merger agreement. You will be requested to send to the exchange agent your ANB stock certificates (or follow the procedures for guaranteed delivery) together with the properly completed election form. If you want to make a cash or stock election, you must deliver your stock certificates (or follow the procedures for guaranteed delivery) and a properly completed and signed form of election to the exchange agent by the election deadline, which is 5:00 p.m., Birmingham, Alabama time, on January 31, 2008. You will not be able to sell any shares of ANB common stock that you have delivered, unless you revoke your election before the deadline by providing written notice to the exchange agent. If you do not revoke your election, you will not be able to liquidate your investment in ANB common stock for any reason until you receive cash or RBC common shares in the merger. During the time between delivery of your shares of ANB common stock to the exchange agent and the completion of the merger, the trading price of ANB common stock or RBC common shares may decrease, and you might otherwise want to sell your shares of ANB common stock to gain access to cash, make other investments, or reduce the potential for a decrease in the value of your investment.

The date that you will receive your merger consideration depends on the completion date of the merger, which is uncertain. The completion date of the merger might be later than expected due to unforeseen events, such as delays in obtaining regulatory approvals.

The merger agreement limits ANB’s ability to pursue alternatives to the merger.

The merger agreement contains non-solicitation provisions that, subject to limited exceptions, limit ANB’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of ANB. If ANB receives an alternative proposal which the ANB board of directors concludes in good faith, after consultation with outside counsel and its financial advisors, constitutes a superior proposal after giving effect to all of the adjustments to the terms of the merger agreement which may be offered by RBC and RBC Centura and any other offer by RBC and RBC Centura, then the ANB board of directors may withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to RBC and RBC Centura, the board’s recommendation of the merger agreement and the merger, recommend the superior proposal or terminate the merger agreement in order to enter into a definitive agreement with respect to the superior proposal. However, in certain situations where a competing acquisition proposal has been accepted by ANB and ANB closes an alternative transaction within a certain period of time after the termination of the merger agreement, or where ANB terminates the merger agreement in order to accept a superior proposal, ANB is required to pay RBC a termination fee of $60,000,000. See “The Merger Agreement—Acquisition Proposals by Third Parties” and “The Merger Agreement—Termination of the Merger Agreement; Termination Fee.” RBC required ANB to agree to these provisions as a condition to RBC’s willingness to enter into the merger agreement. However, these provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of ANB from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or it might result in a potential competing acquiror proposing to pay a lower per share price to acquire ANB than it might otherwise have proposed to pay.

The RBC common shares to be received by ANB stockholders as a result of the merger will have different rights from the shares of ANB common stock.

The rights associated with ANB common stock are different from the rights associated with RBC common shares. Please see the section entitled “Comparison of Rights of ANB Stockholders and RBC Shareholders” beginning on page 84 for a discussion of the different rights associated with RBC common shares.

Combining our two companies may be more difficult, costly or time-consuming than we expect.

The success of the merger will depend, in part, on RBC’s ability to realize the anticipated benefits from combining the businesses of RBC Centura and ANB. However, to realize these anticipated benefits, RBC Centura and ANB must successfully combine their businesses, which currently have some operations in different areas of the southeastern U.S. If RBC Centura and ANB take longer, or are not able, to achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

It is possible that the integration process could result in the loss of key employees, the attrition of deposits, increased operating costs or disruption of each company’s ongoing business or inconsistencies in standards, controls, procedures and policies that would adversely affect ANB’s ability to continue to operate consistent with past practice, maintain relationships with clients and employees or achieve the anticipated benefits of the merger. If RBC is not able to integrate ANB’s operations successfully and in a timely fashion, the expected benefits of the merger may not be realized.

Some of the directors and executive officers of ANB have interests and arrangements that may have influenced their decisions to support or recommend that you approve the merger.

The interests of some of the directors and executive officers of ANB may be different from those of ANB stockholders, and some directors and officers of ANB are participants in arrangements that are different from, or in addition to, those of ANB stockholders. These interests are described in more detail in the section entitled “Interests of ANB’s Executive Officers and Directors in the Merger” beginning on page 53.

If the merger is not consummated by June 1, 2008, either RBC or ANB may choose not to proceed with the merger.

Either RBC or ANB may terminate the merger agreement if the merger has not been completed by June 1, 2008, unless the failure of the completion is due to the failure of the party seeking to terminate the merger agreement to comply with the terms of the merger agreement. Please see the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 71.

RBC, RBC Centura and ANB must obtain regulatory approvals to complete the merger, which, if delayed, not granted, or granted with unacceptable conditions, may jeopardize or postpone the completion of the merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the merger.

RBC, RBC Centura and ANB must obtain certain approvals in a timely manner from governmental agencies, including the Office of the Superintendent of Financial Institutions (Canada), the Federal Reserve Board, the Office of the Commissioner of Banks of the State of North Carolina, the Alabama Banking Department, the Florida Office of Financial Regulation, the Georgia Department of Banking and Finance and the Financial Industry Regulatory Authority prior to completion of the merger. If RBC, RBC Centura and ANB do not receive these approvals, or do not receive them on terms that satisfy the conditions set forth in the merger agreement, then no party will be obligated, or in some cases permitted, to complete the merger. The governmental agencies from which RBC, RBC Centura and ANB will seek these approvals have broad discretion in administering the governing statutes and regulations. As a condition to approval of the merger, these agencies may impose requirements, limitations or costs that could negatively affect the way the combined companies conduct business. These requirements, limitations or costs could jeopardize or delay the completion of the merger. Neither RBC nor RBC Centura is obligated to complete the merger if a governmental entity imposes a term or condition that would have or be reasonably likely to have a material adverse effect on the financial condition, results of operations, assets or business of RBC or its respective subsidiaries. Please see the section entitled “Required Regulatory Approvals” beginning on page 44.

If the conditions to the merger are not met, the merger may not occur.

Specified conditions set forth in the merger agreement must be satisfied or waived in order to complete the merger. For a more complete discussion of the conditions to the merger, please see the section entitled “The Merger Agreement—Conditions to Complete the Merger” on page 63. The following conditions, in addition to other customary closing conditions, must be satisfied or waived, if permissible, before RBC and ANB are obligated to complete the merger:

•

the approval and adoption of the merger agreement by the holders of a majority of the outstanding shares of common stock of ANB;

•

receipt of all requisite regulatory approvals (which must remain in full force and effect through the completion of the merger) and expiration of all statutory waiting periods in respect thereof without imposition of a condition on such approval that could have a material adverse effect on either RBC Centura, RBC or ANB;

•

the absence of any statute, rule, regulation, judgment, decree, injunction or other order which prohibits or makes illegal the completion of the merger;

•

effectiveness of the registration statement of which this proxy statement/prospectus is a part;

•

the RBC common shares to be received by ANB stockholders in the merger must be listed on the NYSE and the TSX;

•

receipt by each of RBC and ANB of an opinion to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;

•

subject to specified materiality standards, the representations and warranties made by the other party (or parties) in the merger agreement must be true and correct as of the date of the merger; and

•

each party must have performed in all material respects all obligations required to be performed by it under the merger agreement at or before the completion of the merger.

RBC and ANB may waive one or more of the conditions to the merger without resoliciting stockholder approval for the merger.

Each of the conditions to RBC, RBC Centura and ANB’s obligations to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of RBC, RBC Centura and ANB if the condition is a condition to each of RBC, RBC Centura and ANB’s obligation to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. The boards of directors of RBC and ANB may evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies are necessary. RBC, RBC Centura and ANB generally do not, however, expect any such waiver to be significant enough to require resolicitation of stockholders. In the event that any such waiver is not determined to be significant enough to require resolicitation of stockholders, the companies will have the discretion to complete the merger without seeking further stockholder approval.

The fairness opinion obtained by ANB from its financial advisor will not be updated to reflect changes in circumstances between the signing of the merger agreement and the closing.

ANB has not obtained an updated opinion as of the date of this document from Keefe, Bruyette & Woods, Inc., ANB’s financial advisor. Changes in the operations and prospects of RBC, RBC Centura or ANB, general market and economic conditions and other factors which may be beyond the control of RBC and ANB may alter the analyses on which the fairness opinion was based. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion and ANB does not anticipate asking its financial advisor to update the opinion. For a description of the opinion that ANB received from its financial

advisor, please refer to “The Merger—Summary of Analysis by Keefe, Bruyette & Woods.” For a description of the other factors considered by the ANB board of directors in determining to approve the merger agreement and recommend it to the stockholders, please refer to “The Merger—ANB’s Reasons for the Merger; Recommendation of the Board of Directors.”

THE SPECIAL MEETING

General

This document is being furnished to ANB stockholders as part of the solicitation of proxies by the ANB board of directors for use at the special meeting to be held on January 24, 2008, starting at 10:00 a.m. (Birmingham, Alabama time) at First American Bank, 1927 First Avenue North, Birmingham, Alabama 35203 and at any adjournment or postponement of the meeting. The purpose of the special meeting is for the holders of ANB common stock to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of September 5, 2007, by and among ANB, RBC and RBC Centura. A copy of the merger agreement is attached to this document as Appendix A. This document and the enclosed form of proxy are first being mailed to ANB stockholders on or about December 18, 2007.

Record Date and Voting

The ANB board of directors has fixed the close of business on December 11, 2007 as the record date for determining the holders of shares of ANB common stock entitled to receive notice of and to vote at the special meeting. Only holders of record of shares of ANB common stock at the close of business on that date will be entitled to vote at the special meeting and at any adjournment or postponement of that meeting.

As of the close of business on the record date, there were outstanding 20,411,083 shares of ANB common stock, $1.00 par value per share. Each share of ANB common stock outstanding as of the close of business on the record date entitles the holder to one vote on any matter to be considered at the special meeting and at any adjournment or postponement thereof.

The presence, in person or by proxy, of at least a majority of the outstanding shares of ANB common stock is required for a quorum for the transaction of business at the special meeting. You will be deemed to be present at the meeting if you attend in person, or if you submit a proxy card that is received at or prior to the meeting (and not revoked as described below). Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum.

Any shares of ANB common stock held in treasury by ANB or by any of its subsidiaries are not considered to be outstanding for purposes of determining a quorum.

Proxies; Revocation

If you vote your shares of ANB common stock by signing a proxy card, your shares will be voted at the special meeting as you indicate on your proxy card. If no instructions are indicated on your signed proxy card, your shares of ANB common stock will be voted “FOR” approval and adoption of the merger agreement. If your shares are held in street name, you should follow the directions provided by your broker or bank regarding how to instruct your broker or bank to vote your shares.

Your board of directors is not currently aware of any other business to be brought before the special meeting. If, however, other matters are properly brought before the special meeting, the individuals appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies in accordance with their discretion and judgment.

The solicitation of proxies will occur primarily by mail but may include telephone or oral communications by regular employees of ANB and its subsidiaries acting without special compensation.

ANB also will request that persons and entities holding shares that are registered in their own names or in the names of their nominees but that are beneficially owned by others send proxy materials to, and obtain proxies from, those beneficial owners. All expenses involved in the solicitation of proxies by the ANB board of directors will be paid by ANB and will include reimbursement of brokerage firms and others for expenses in forwarding proxy solicitation material to the beneficial owners of shares of ANB common stock.

ANB stockholders should NOT send stock certificates with their proxy cards. ANB stockholders will be sent election forms and instructions, at which time they will be requested to submit their stock certificates.

Required Vote

The affirmative vote of the holders of a majority of the outstanding shares of ANB common stock entitled to vote at the special meeting is necessary for approval of the merger agreement.

As of December 11, 2007, the directors and executive officers of ANB owned, in the aggregate, 3,344,614 shares of ANB common stock, or approximately 16.4% of the shares of ANB common stock outstanding on that date. ANB’s directors and executive officers are currently expected to vote “FOR” approval and adoption of the merger agreement, although none of them has entered into any agreement requiring them to do so.

Absent specific instructions from the beneficial owner of shares held in street name, brokers are not empowered to vote those shares with respect to the approval and adoption of the merger agreement (i.e., “broker non-votes”). Abstentions and properly executed broker non-votes will be treated as shares that are present and entitled to vote at the special meeting for purposes of determining whether a quorum exists but will have the same effect as votes “AGAINST” approval and adoption of the merger agreement.

Adjournments or Postponements

In accordance with ANB’s bylaws, if a quorum is not present or represented at the special meeting of stockholders, then the stockholders entitled to vote at the meeting (whether present in person or represented by proxy) will have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the special meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, then a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. Any signed proxies received by ANB will be voted in favor of an adjournment or postponement in these circumstances. Any adjournment or postponement of the special meeting will allow ANB stockholders who have already sent in their proxies to revoke them at any time before they are used.

Dissenters’ Appraisal Rights

Dissenters’ appraisal rights may be demanded by ANB stockholders who follow the procedures specified by Delaware law. See “Dissenters’ Rights of Appraisal” beginning on page 74.

THE MERGER

Background of the Merger

The board of directors of ANB has from time to time reviewed with senior management the company’s strategic direction, performance and prospects in the context of its current and prospective business, economic and regulatory environment. In that regard, the board of directors of ANB has considered alternatives available to enhance ANB’s stockholder value in light of developments and conditions within the financial services industry, such as recent and ongoing consolidation activity. The board of directors has considered, in addition to acquisitions and potential acquisitions, dispositions and business combinations with other financial institutions based on their lines of business, geographic locations, interests in entry or expansion into ANB’s market areas and management and employee cultures.

From time to time in the past, ANB has been contacted informally by larger banks and financial institutions and their advisors to introduce themselves and to gauge generally ANB’s possible interest in exploring a potential business combination transaction. In December 2006, John H. Holcomb, III, ANB’s Chairman and Chief Executive Officer, received a telephone call from Scott Custer, Chairman and Chief Executive Officer of RBC Centura, suggesting a meeting. At an initial meeting in Birmingham, Alabama, on December 15, 2006, Mr. Custer, Mr. Holcomb, Richard Murray, IV, President and Chief Operating Officer of ANB, and William E. Matthews, V, Executive Vice President and Chief Financial Officer of ANB, held preliminary discussions regarding the business philosophies and cultures of the two companies and regarding whether a potential business combination between the parties should be explored. On January 5, 2007, a meeting was held in Atlanta, Georgia among Mr. Custer, Drew Putt, President of RBC Centura, Ron Day, Chief Operating Officer of RBC Centura, Terry Earley, CFO-US & International Banking of RBC, Lucy Rose, Managing Director, Strategic Initiatives of RBC Centura, Mr. Holcomb, Mr. Murray and Mr. Matthews. The parties provided information about each of their respective companies and discussed on a preliminary basis the possibility of a potential business combination between the two companies. Based on preliminary mutual interest, the parties agreed to continue informal, exploratory discussions, and between January 5, 2007, and February 21, 2007, Messrs. Custer and Holcomb held several telephone conversations to continue these exploratory discussions. However, at that time the parties were unable to proceed beyond such preliminary discussions, and, accordingly, the discussions concerning a potential business combination terminated on February 21, 2007. Mr. Holcomb informed the ANB board that these discussions had terminated.

In late May 2007, Mr. Custer contacted Mr. Holcomb by telephone and suggested that the parties consider renewing their discussions. Messrs. Custer and Holcomb met in Atlanta, Georgia on May 31, 2007, and Mr. Custer again expressed RBC Centura’s interest in a possible business combination with ANB, although no formal discussions ensued. On June 14, 2007, Mr. Custer telephoned Mr. Holcomb to inform him that, although RBC Centura was still interested in discussing a transaction with ANB, RBC Centura and RBC, its parent corporation, were then engaged in other significant matters and, accordingly, it was not likely that they would have any further contact with ANB until mid-July.

On August 14, 2007, representatives of a second banking institution approached Mr. Holcomb and arranged a meeting in Birmingham on August 15, at which the representatives of the second banking institution expressed an interest in discussing a strategic transaction with ANB. On August 16, 2007, Mr. Custer contacted Mr. Holcomb by telephone to reaffirm RBC Centura’s interest in continuing exploratory discussions with ANB.

At a regularly scheduled meeting of the board of directors of ANB on August 22, 2007, members of management of ANB reviewed for the board the current financial condition and recent results of operations for ANB. At this meeting of the board, Mr. Holcomb discussed with the board members the strategic direction of ANB in light of the current economic and financial environment and outlined certain factors that management believed were affecting ANB’s business and stockholder value, particularly certain economic trends in the banking industry. The board discussed possible strategic alternatives for ANB for the next two to five years.

Based upon the current market situation, Mr. Holcomb provided management’s recommendation to the board that it begin a review of strategic alternatives, including remaining as an independent institution, recommencing the company’s stock repurchase program, restructuring the organization, selling certain under-performing investments or exploring a sale of ANB to another financial institution.

As part of the board’s discussions at its August 22 meeting, Mr. Holcomb reviewed with the board the interest that several financial institutions had shown in ANB over the years, and he reported to the board that RBC Centura had recently approached Mr. Holcomb to inquire about ANB’s interest in reopening discussions regarding a possible business combination. Mr. Holcomb also reported that a second banking institution had also very recently contacted him and had expressed a strong interest in exploring a business combination with ANB. Mr. Holcomb reported to the board that based on the analysis of management with the assistance of Keefe, Bruyette & Woods, Inc., or KBW, a financial advisor to ANB, it appeared that the informal discussions to date merited a more in-depth and formal process as part of the company’s considerations of strategic alternatives. Mr. Holcomb also informed the board that management and KBW believed that RBC Centura and the second banking institution were the most probable merger partners based on the current strategies of each, the desire of each to enter or expand into the markets where ANB was doing business and an analysis of their ability and willingness to pay merger consideration at an acceptable price. Representatives of KBW and Maynard, Cooper & Gale, P.C., ANB’s counsel, were invited to join the meeting, together with certain members of management. KBW representatives provided a presentation to the board which included, among other things, the current status of the market generally and for financial institutions in particular, an analysis of the mergers and acquisitions market for financial institutions, an analysis of institutions that might be interested in entering, or expanding in, ANB’s market area, a competitive analysis of ANB and a financial performance overview of potential merger partners. KBW recommended to the board that ANB should enter into simultaneous negotiations with each of the two potential acquirers and that the process should be expedited because of issues of confidentiality and because of current market conditions. Following deliberations the board approved that KBW be formally engaged by ANB as its financial advisor to assist ANB with its review of potential strategic alternatives. Representatives of Maynard, Cooper & Gale, P.C. reviewed with the board the legal and fiduciary considerations applicable to the board’s consideration of a possible business combination, if discussions proceeded to that point.

ANB’s board also authorized management, KBW and counsel to permit the two potential merger candidates to commence a detailed due diligence process, and authorized counsel to begin preparing a draft of a proposed merger agreement to be submitted to the two candidates for their consideration. The ANB board further authorized management, counsel and KBW to negotiate with the two potential acquirers in accordance with the procedures that had been outlined to the board, with a view to determining if a definitive merger agreement between ANB and either of the parties could be reached that would be acceptable to the board. In addition, the board appointed Mr. John McMahon, one of the members of the board, to serve as the board’s representative and to assist management in its negotiations with each of the potential acquirers. Another board meeting was tentatively scheduled for the week of September 4, 2007.

On August 23, 2007, representatives of KBW prepared and distributed instructions to both interested parties regarding the due diligence and negotiation process and, as part of that process, requested them to submit a nonbinding indication of interest to KBW on August 24, 2007. KBW stated that the indication of interest should specify, among other information that might be relevant, the following: (i) the exact dollar amount (per share and aggregate) proposed to be paid; (ii) the form of consideration (stock, cash or other) proposed to be used; (iii) whether or not the proposal was for a fixed value structure and intended to be tax-free for ANB stockholders electing stock consideration; and (iv) confirmation that each party would be available to conduct onsite due diligence during the period from August 27 through September 1, 2007. Also on August 23, 2007, Mr. Custer, Mr. Earley and Tim Christie, Director, Enterprise Initiatives of RBC Centura, met in Birmingham with Mr. Holcomb, Mr. Murray and Mr. Matthews of ANB to continue their discussions and negotiations regarding the terms of a proposed transaction.

On August 24, 2007, each of RBC Centura and the second financial institution provided initial written, nonbinding indications of interest in accordance with KBW’s instructions, that contained preliminary price

indications and other general terms and conditions of a proposed merger transaction. Based upon these preliminary indications of interest and price indications, ANB then provided each of RBC Centura and the second financial institution access to ANB’s electronic data room in order to commence the due diligence process.

During the period from August 24 through September 1, 2007, each party conducted extensive due diligence activities, including online and on-site document reviews, meetings and interviews in Birmingham among the respective members of management of the parties.

On August 27, 2007, Maynard, Cooper & Gale, P.C. and KBW delivered to representatives of each of RBC Centura and the second financial institution a draft of the proposed merger agreement, and KBW provided each party with written guidelines for submitting a final, definitive proposal to acquire ANB. On behalf of ANB, KBW requested that any markups of or comments to the proposed merger agreement be delivered by August 31, 2007, together with drafts of proposed employment agreements for key executive personnel. KBW further instructed both parties that final indications of interest should be delivered by September 4, 2007, specifying certain key business combination terms.

On August 31, 2007, each of the proposed purchasers submitted to ANB its written comments to and markups of the merger agreement and proposed employment agreements with ANB senior management. Also on August 31, 2007, Mr. Custer and Mr. Holcomb met in Atlanta, Georgia and continued their discussions of the terms of a proposed agreement between the two companies.

During the period from September 1 through September 4, 2007, representatives of ANB management, KBW, Maynard, Cooper & Gale, P.C. and counsel for ANB management negotiated simultaneously but separately the specific terms of the proposed merger agreements and ANB senior management employment agreements with representatives of management of RBC, in-house counsel of RBC and Sullivan & Cromwell LLP, U.S. counsel for RBC, and with representatives of management and in-house counsel of the second financial institution.

ANB received nonbinding proposals from each of RBC Centura and the second financial institution on September 4, 2007. The RBC Centura proposal was approved by the RBC board of directors on the morning of September 5, 2007. Each prospective purchaser met the requirements proposed by KBW and complied with the other terms and conditions outlined to each of them in connection with the due diligence, negotiating and proposal process. RBC Centura proposed a price of $80.00 per share of ANB common stock, approximately 50% of which would be paid in cash, and 50% of which would be paid in RBC common shares at a fixed value equal to $80.00 per share of ANB common stock. The second financial institution made a proposal containing two price alternatives, both of which were comprised of a stock and cash mixture, although one option had a fixed value for the stock component while the other had a fixed exchange ratio. Both of the price alternatives in the second financial institution’s proposal were lower from a financial point of view than the proposal by RBC Centura.

On September 4, 2007, Mr. Gordon Nixon, President and Chief Executive Officer of RBC, Mr. Custer, Peter Armenio, RBC’s Group Head, U.S. & International Banking, and other senior executives of RBC and RBC Centura met in Toronto, Canada with Mr. Holcomb, Mr. Murray and Mr. Matthews of ANB. Also on September 4, 2007, the parties and their respective counsel worked to finalize their negotiations of the proposed merger agreement and employment agreements.

On the afternoon of September 5, 2007, ANB’s board of directors held a special meeting to consider whether or not either of the proposals that had been made offered ANB and its stockholders better prospects than ANB was likely to achieve as an independent institution, and therefore presented the best opportunity for enhancing stockholder value. All members of the board were present in person, with the exception of two members who were present by teleconference. Earlier in the day, management of ANB had delivered to each

board member copies of the proposed merger documents and employment agreements. Representatives of KBW and Maynard, Cooper & Gale, P.C. were also in attendance at the board meeting along with certain members of management.

Mr. Holcomb summarized for the ANB board the process that the company had just completed with the two interested parties and reviewed the actions taken. Representatives of KBW then summarized the proposals that the company had received from each of RBC and the second financial institution. KBW also provided detailed financial and market information regarding each potential business combination partner, as well as an analysis of each of these financial institutions in relation to its respective peers for a variety of financial measures and other financial metrics. After discussion, the ANB board unanimously determined to further consider the business combination proposal made by RBC and RBC Centura.

The ANB board then proceeded to consider the negotiated terms of the proposed transaction with RBC and RBC Centura. Representatives of Maynard Cooper & Gale P.C. provided a detailed overview of the terms of the transaction and the key provisions of the merger agreement. Representatives of Maynard, Cooper & Gale, P.C. also discussed the fiduciary obligations of the directors in connection with their consideration of the proposed merger agreement, and reviewed the regulatory and stockholder approvals expected to be required in connection with the merger. Representatives of KBW then made a presentation regarding their financial analyses of the fairness of the terms of the negotiated transaction between RBC, RBC Centura and ANB, and KBW delivered its oral opinion, subsequently confirmed in writing, that, as of the date of the ANB board meeting and based upon and subject to the considerations set forth in its opinion, the proposed merger consideration was fair, from a financial point of view, to holders of ANB common stock. Representatives of KBW also discussed a range of matters which was included in its analysis, including the matters set forth below under “—Summary of Analysis by Keefe, Bruyette & Woods.” KBW and members of ANB senior management also discussed with the board the results of their due diligence review of RBC and RBC Centura.

Following this discussion, Mr. Holcomb called for an executive session of the non-management directors of the board, the purpose of which was for the non-management board members to review the employment agreements proposed by RBC Centura for seven of the top employees of ANB, including the six top executive officers. Representatives of Maynard Cooper & Gale P.C. then provided a detailed overview of the terms, conditions and key provisions of the employment agreements and also discussed employee compensation and benefits issues relating to the proposed transaction. Mr. Holcomb and members of management then returned to the meeting. Representatives of Maynard, Cooper & Gale, P.C. then reviewed with the board the draft resolutions proposed to be adopted in connection with the merger. After further discussion, and taking into consideration the factors described under “—ANB’s Reasons for the Merger; Recommendation of the Board of Directors,” the ANB board determined unanimously that the proposed transaction with RBC and RBC Centura was advisable for, fair to and in the best interests of ANB and its stockholders, and the board voted unanimously to approve the merger agreement and the merger and to recommend that ANB stockholders approve and adopt the merger agreement.

The parties thereafter executed the merger agreement on the evening of September 5, 2007. The parties publicly announced the proposed transaction by issuing a joint press release on the morning of September 6, 2007.

ANB’s Reasons for the Merger; Recommendation of the Board of Directors

In reaching its decision to approve the merger agreement and recommend the merger to its stockholders, ANB’s board of directors consulted with ANB’s management, as well as its legal and financial advisors, and considered a number of factors, including the following factors which the board of directors viewed as generally supporting its decision to approve the merger agreement and recommend the merger to the stockholders:

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ANB’s business, operations, financial condition, earnings and prospects, which helped the board review ANB’s prospects as an independent company, RBC and its prospects, the merger consideration being offered and the general advisability of approving the merger agreement and recommending the merger to the ANB stockholders;

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the current environment in the financial services industry, including economic conditions and the interest rate environment and credit conditions, continued consolidation, increased operating costs resulting from regulatory initiatives and compliance mandates, increasing competition, and current financial market conditions and the likely effects of these factors on the company’s potential growth, development, productivity and strategic options, knowledge of which helped the board to undertake its review of ANB’s prospects as an independent company, RBC and its prospects, the merger consideration being offered and the general advisability of approving the merger agreement and recommending the merger to the ANB stockholders; based on this knowledge, the board of directors believed that the combination of ANB with RBC Centura was the type of business that was likely to succeed in the current environment and that ANB’s ability to realize stockholder value from a similar strategy absent a merger with RBC Centura would be less certain;

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the complementary fit of the businesses of ANB and RBC Centura, including the expectations that several key members of ANB’s existing management team would continue with the combined company after the merger, and that the impact on customers and communities served would be minimized;

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the fact that ANB stockholders may receive cash and/or shares and thereby participate in any growth opportunities of the combined company through the shares component, and realize cash for the value of their stock through the cash component, subject to the proration procedures in the merger agreement in the event that either form of merger consideration is over-subscribed;

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the reports of ANB’s management and the financial presentation by KBW to the board concerning the operations, financial condition and prospects of RBC and the expected financial impact of the merger on the combined company, including pro forma assets, earnings, deposits and other financial metrics;

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current levels of merger and acquisition activity in the financial services industry and the impact of that activity on ANB’s near and long-term position as a potential acquirer, merger partner or target;

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the board’s conclusion that, in view of the trend toward consolidation in the financial services industry, the merger would provide ANB stockholders with an opportunity for continued equity participation in a larger financial institution;

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the challenging operating environment which the board considered would likely confront ANB in the next several years including, in particular, the compression of interest rate margins and the gradual reduction in residential real estate loan demand;

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the oral and written presentation of KBW followed by its opinion as to the fairness from a financial point of view to ANB’s stockholders and the analyses, methodologies and conclusions underlying such determinations;

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the historical performance of ANB’s common stock and RBC’s common shares and the board’s view that ownership of RBC common shares presents an opportunity for potential capital appreciation and that the merger would likely deliver value to the stockholders of ANB exceeding the value that could reasonably be expected in the foreseeable future if ANB remained independent;

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the financial terms of the merger, including the fact that the $80.00 value of the merger consideration represents a premium of approximately 50.6% over the closing price of ANB’s stock on the date of the board’s approval; the board believed that this premium was substantial and that, for the company to be reasonably likely to achieve comparable trading levels for its common stock in the foreseeable future absent the merger, ANB would likely need to undertake strategic initiatives, the success of which would be subject to execution risk in implementing the initiatives and other uncertainties;

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the estimate that the merger will likely be accretive to RBC’s earnings per share beginning in 2009;

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the fact that, based on the current annual dividends paid by ANB and RBC, ANB stockholders receiving RBC common shares may potentially receive greater annual dividends per share than those presently paid by ANB, because based on the prevailing stock price of RBC common shares as of the date of the ANB board approval of the merger, each share of ANB common stock would be converted into the right to receive more than one RBC common share;

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the absence of substantial geographical overlap between RBC Centura and ANB franchises and the prospects provided for continued employment of most of ANB’s employees;

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the likelihood that the merger would be approved by regulatory authorities in view of the fact that there is little direct competition between ANB and RBC Centura;

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the board’s assessment of the likelihood that the merger would be completed in a timely manner and that management would be able to successfully integrate and operate the businesses of the combined company after the merger;

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the absence of any agreement obligating any of ANB’s stockholders to vote in favor of the merger; and

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the expected treatment of the transaction as a “reorganization” for U.S. federal income tax purposes.

In addition, ANB’s board of directors considered the following factors as generally weighing against its decision to approve the merger agreement and recommend the merger to the ANB stockholders:

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the merger agreement’s non-solicitation and termination fee provisions, which the board understood, while potentially limiting the willingness of a third party to propose a competing business combination transaction with ANB, were a condition to RBC’s willingness to enter into the merger agreement; in this regard, the board of directors considered the advice of its legal and financial advisors that such arrangements were customary for public company merger transactions and that these provisions, including the amount of the termination fee, were consistent with law and the proper exercise of the board’s fiduciary duties;

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the challenges of combining the businesses, assets and workforces of the two companies, which could affect the post-merger success of the combined company, and the ability to achieve anticipated cost savings and other potential synergies;

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the interests of ANB’s executive officers and directors with respect to the merger apart from their interests as holders of ANB common stock, and the risk that these interests might influence their decision with respect to the merger. See “Interests of ANB’s Executive Officers and Directors in the Merger”; in this regard, the board concluded that the merger should be approved notwithstanding the existence of these interests, given both its favorable view of the merger’s financial terms as well as its belief that the compensation plans and arrangements giving rise to these interests were reasonable; and

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the potential risk of diverting management focus and resources from other strategic opportunities and from operational matters while working to implement the merger; the board believed that, in view of the terms of the merger agreement, including the merger consideration and the limited conditions to closing and termination rights, these risks were reasonable and likely to be worthwhile to undertake.

The foregoing discussion of the factors considered by the ANB board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by the board. In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board of directors considered all these factors as a whole, including discussions with, and questioning of, ANB’s management and financial and legal advisors, and overall considered the factors to be favorable to, and support, its determination. The board also relied on the experience of KBW, its financial advisor, for analyses of the financial terms of the merger and for its opinion as to the fairness of the consideration, from a financial point of view, to ANB’s stockholders. The board considered KBW’s analysis and opinion taken as a whole, and determined that the KBW analysis and opinion overall supported its decision to adopt and approve the merger agreement and recommend the merger to the ANB stockholders.

For the reasons set forth above, the ANB board of directors unanimously determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable for, fair to and in the best interests of ANB and its stockholders, and unanimously approved the merger agreement and the merger. The board of directors unanimously recommends that the stockholders vote “FOR” the approval and adoption of the merger agreement.

Summary of Analysis by Keefe Bruyette & Woods

ANB engaged KBW to act as its exclusive financial advisor to render financial advisory and investment banking services to ANB in connection with the possible sale of ANB or an interest in ANB to another business organization, whether by merger or a sale of all or substantially all of ANB’s assets. KBW agreed to assist ANB in analyzing and effecting the proposed merger of ANB with and into RBC Centura pursuant to the terms of the merger agreement. ANB selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with ANB and its business and with financial institutions and their respective businesses, particularly RBC Centura and RBC. As part of its investment banking business, KBW is continually engaged in the valuation of financial businesses and their securities in connection with mergers and acquisitions.

At the September 5, 2007 meeting of ANB’s board of directors KBW reviewed the financial aspects of the proposed merger and delivered to the board its oral opinion, subsequently confirmed in writing, that, as of that date, the merger consideration was fair to the stockholders of ANB from a financial point of view.

The full text of KBW’s written opinion is attached as Appendix B to this document and is incorporated herein by reference. ANB’s stockholders are urged to read the opinion in its entirety for a description of the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW.

KBW’s opinion is directed to the ANB board of directors and addresses only the fairness, from a financial point of view, of the merger consideration to the ANB stockholders. It does not address the underlying business decision of ANB to proceed with the merger, the relative merits of the merger compared to any other business strategies that might exist for ANB or the effect of any other transaction in which ANB might engage. The opinion does not constitute a recommendation to any ANB stockholder as to how the stockholder should vote at the ANB special meeting on the merger agreement or any related matter.

In rendering its September 5, 2007 opinion, KBW:

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reviewed, among other things,

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the merger agreement,

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Annual Reports on Form 10-K for the three years ended December 31, 2006, 2005 and 2004 of ANB,

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Annual Reports on Form 40-F for the three years ended October 31, 2006, 2005 and 2004 of RBC,

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certain Quarterly Reports on Form 10-Q of ANB,

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certain other communications from RBC to its shareholders, and

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other financial information concerning the respective businesses and operations of ANB and RBC furnished to KBW by ANB and RBC for purposes of KBW’s analysis;

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held discussions with members of senior management of ANB and RBC and RBC Centura regarding

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past and current business operations,

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regulatory relationships,

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financial condition,

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results of operations, and

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future prospects of the respective companies;

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reviewed the market prices, valuation multiples, publicly reported financial condition and results of operations for RBC and compared them with those of certain publicly traded companies that KBW deemed to be relevant;

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reviewed the market prices, valuation multiples, publicly reported financial condition and results of operations for ANB and compared them with those of certain publicly traded companies that KBW deemed to be relevant;

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compared the proposed financial terms of the merger with the financial terms of certain other transactions that KBW deemed to be relevant; and

•

performed other studies and analyses that KBW considered appropriate.

In conducting its review and analyses and in arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information provided to or otherwise made available to KBW or that was discussed with or reviewed by KBW, or that was publicly available. KBW did not attempt or assume any responsibility to verify such information independently. KBW relied upon the management of ANB as to the reasonableness and achievability of the financial and operating forecasts and projections (and assumptions and bases therefor) provided to KBW. KBW assumed, without independent verification, that the aggregate allowances for loan and lease losses for RBC and ANB are adequate to cover those losses. KBW did not make or obtain any evaluations or appraisals of any assets or liabilities of RBC or ANB, and KBW did not examine any books and records (except as noted herein) or review individual credit files.

For purposes of rendering its opinion, KBW assumed that, in all respects material to its analyses:

•

the merger will be completed substantially in accordance with the terms set forth in the merger agreement;

•

the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct;

•

each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;

•

all conditions to the completion of the merger will be satisfied without any waivers; and

•

in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, will be imposed that will have a material adverse effect on the future

results of operations or financial condition of the combined entity or the contemplated benefits of the merger, including the cost savings, revenue enhancements and related expenses expected to result from the merger.

KBW further assumed that the merger will be accounted for as a purchase transaction under U.S. GAAP. KBW’s opinion is not an expression of an opinion as to the prices at which shares of ANB common stock or RBC common shares will trade following the announcement of the merger and is not an expression of an opinion as to the actual value of the common shares of RBC when issued pursuant to the merger, or the prices at which the common shares of RBC will trade following the completion of the merger.

In performing its review and analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of KBW, ANB and RBC. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors relied upon by the ANB board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the ANB board of directors with respect to the approval of the merger agreement.

The following is a summary of the material analyses performed by KBW in connection with its September 5, 2007 opinion. The summary is not a complete description of the analyses underlying the KBW opinion or the presentation made by KBW to the ANB board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized below include information presented in tabular format. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion. The tables alone do not constitute a complete description of the financial analyses.

Transaction Summary. KBW calculated the merger consideration to be paid as a multiple of ANB’s book value per share, tangible book value per share, latest twelve months’ earnings per share, and 2007 and 2008 “First Call” (as hereinafter defined) consensus estimated earnings per share. “First Call” is a data service that monitors and publishes a compilation of earnings estimates produced by selected research analysts regarding companies of interest to institutional investors. KBW also calculated the merger consideration to be paid as a “Core Deposit Premium.” Core Deposit Premium equals the difference between the aggregate merger consideration and ANB’s tangible equity divided by core deposits. Additionally, KBW has adjusted throughout its analyses the financial data to exclude any non-recurring income and expenses and any extraordinary items. The merger consideration was based on $80.00 in cash or $80.00 in RBC common shares for each share of ANB common stock, subject to approximately 50% of the aggregate merger consideration being paid in RBC common shares. These computations were based on ANB’s stated book value per share of $42.42 as of June 30, 2007, tangible book value per share of $26.46 as of June 30, 2007, ANB’s latest twelve months’ earnings per share of $4.08 as of June 30, 2007, 2007 First Call consensus estimated earnings of $4.04, 2008 First Call consensus estimated earnings of $4.38 and core deposits of $4.45 billion as of June 30, 2007. Based on those assumptions, the per share merger consideration of $80.00 would represent 189% of book value per share, 302% of tangible

book value per share, 19.6 times latest twelve months’ earnings per share, 19.8 times estimated 2007 earnings per share, 18.3 times estimated 2008 earnings per share and a Core Deposit Premium of 25.7%.

Selected Transaction Analysis. KBW reviewed certain financial data related to a set of comparable bank and thrift transactions announced over the prior 24 months with deal values between $1.0 billion and $4.0 billion (11 transactions).

KBW compared multiples of price to various factors for the RBC Centura-ANB merger to the same multiples for the comparable group’s mergers at the time those mergers were announced. The results were as follows:

Comparable Transactions:


	Median		Low		High		RBC /ANB Merger
Market Premium	25.0	%	(3.5	)%	56.5	%	50.2	%
Price / Stated Book Value	241	%	153	%	342	%	189	%
Price / Tangible Book Value	316	%	224	%	485	%	302	%
Price / Latest Twelve Months’ Earnings Per Share	20.0	x	14.3	x	30.5	x	19.6	x
Price / Current Estimated Earnings Per Share	19.5	x	13.2	x	28.9	x	19.8	x
Core Deposit Premium	26.9	%	21.0	%	47.7	%	25.7	%

KBW also analyzed the financial data for the period ended June 30, 2007 for ANB and reporting periods prior to the announcement of each transaction for each target in the Selected Transactions Analysis. The results were as follows:

Comparable Targets:


	Median		Low		High		ANB
Tangible Equity / Assets	6.85	%	5.76	%	10.41	%	7.13	%
Non-Performing Assets / Assets	0.41		0.09		1.00		0.23
Return on Average Assets (Year-to-Date Annualized)	1.25		0.75		1.58		1.08
Return on Average Equity (Year-to-Date Annualized)	12.05		8.04		17.60		9.68
Efficiency Ratio (Last Twelve Months)	52		31		73		57

No company or transaction used as a comparison in the above analysis is identical to RBC, ANB or the merger. Accordingly, an analysis of these results is not purely mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the value of the companies to which they are being compared.

Discounted Cash Flow Analysis. Using discounted dividends analysis, KBW estimated the present value of the future stream of dividends that ANB could produce over the next five years, under various circumstances, assuming ANB performed in accordance with First Call’s earnings forecasts for 2008, earnings are grown 9.25% annually in 2009-2013, ANB maintains a dividend payout ratio of 35.0% annually in all years and ANB pays a special dividend in the terminal year sufficient to reduce the ratio of tangible equity to assets to 6.5%. KBW then estimated the terminal values for ANB common stock at the end of the period by applying multiples ranging from 11.0x to 13.0x projected earnings in year six. The dividends were then discounted to present values using different discount rates (ranging from 12.0% to 16.0%) chosen to reflect different assumptions regarding the required rates of return to holders or prospective buyers of ANB common stock. This discounted dividend analysis indicated reference ranges of between $44.13 and $59.74 per share of ANB common stock. These values compare to the merger consideration offered by RBC to ANB in the merger of $80.00 per share of ANB common stock.

Relative Stock Price Performance. KBW also analyzed the price performance of RBC common shares from September 4, 2004 to September 4, 2007 on the TSX and compared that performance to the performance of the Philadelphia Exchange/Keefe, Bruyette & Woods Bank Index (“Keefe Bank Index”) over the same period. The Keefe Bank Index is a market cap weighted price index composed of 24 major bank and thrift holding company stocks. The Keefe Bank Index is traded on the Philadelphia Exchange under the symbol “BKX.” This analysis indicated the following cumulative changes in price over the period:


RBC	84.1	%
Keefe Bank Index	7.8

Selected Peer Group Analysis. KBW compared the financial performance and market performance of RBC to those of a group of comparable Canadian banks (four companies). The comparisons were based on:

•

various financial measures including:

•

earnings performance

•

operating efficiency

•

capital

•

asset quality

•

various measures of market performance including:

•

price to book value

•

price to earnings

•

dividend yield

To perform this analysis, KBW used the financial information as of and for the quarter ended July 31, 2007 and market price information as of September 4, 2007. This peer group includes Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce and Toronto-Dominion Bank. KBW adjusted throughout its analysis the financial data to exclude certain non-recurring income and expenses and any extraordinary items.

KBW’s analysis showed the following concerning RBC’s financial performance:

Selected Peer Group:


	Median		Low		High		RBC
Return on Average Equity (Canadian GAAP)	20.82	%	17.24	%	24.35	%	23.06	%
Return on Average Assets (Canadian GAAP)	1.01		0.72		1.08		0.95
Return on Average Tangible Equity (Cash)	26.19		19.15		45.16		30.61
Return on Average Tangible Assets (Cash)	1.02		0.73		1.20		0.97
Net Interest Margin	1.88		1.59		2.10		1.62
Efficiency Ratio	61		55		66		67
Total Capital Ratio	12.24		10.60		13.70		11.70
Tangible Equity / Assets	3.58		2.63		4.49		3.14
Loans / Deposits	74		65		90		62
Non-Performing Loans / Loans	0.58		0.31		0.76		0.40
Net Charge-Offs / Average Loans (Last Twelve Months)	0.29		0.13		0.51		0.30
Loan Loss Reserve / Total Loans	0.86		0.51		1.08		0.62

KBW’s analysis showed the following concerning RBC’s market performance:

Selected Peer Group:


	Median		Low		High		RBC
Price / Stated Book Value Per Share	266	%	223	%	290	%	307	%
Price / Tangible Book Value Per Share	337		251		524		413
Price / 2007 GAAP Estimated Earnings Per Share	12.2	x	11.6	x	13.0	x	12.9	x
Price / 2007 Cash Estimated Earnings Per Share	11.7		11.5		12.9		12.7
Price / 2008 GAAP Estimated Earnings Per Share	11.5		11.1		12.0		12.0
Price / 2008 Cash Estimated Earnings Per Share	11.0		11.0		12.0		11.9
Dividend Yield	3.5	%	3.2	%	4.3	%	3.7	%

KBW also compared the financial performance of ANB to those of a group of comparable bank holding companies (seven companies). The comparisons were based on:

•

various financial measures including:

•

earnings performance

•

operating efficiency

•

capital

•

asset quality

•

various measures of market performance including:

•

price to book value

•

price to earnings

•

dividend yield

To perform this analysis, KBW used the financial information as of and for the quarter ended June 30, 2007 and market price information as of September 4, 2007. The companies in the peer group included publicly traded bank holding companies in Alabama, Florida, Georgia, Louisiana, Mississippi, South Carolina and Tennessee with assets between $5.0 billion and $25.0 billion. This peer group includes BancorpSouth, Inc., Colonial BancGroup, Inc., Hancock Holding Company, South Financial Group, Inc., Trustmark Corporation, United Community Banks, Inc. and Whitney Holding Corporation. KBW adjusted throughout its analysis the financial data to exclude certain non-recurring income and expenses and any extraordinary items.

KBW’s analysis showed the following concerning ANB’s financial performance:

Selected Peer Group:


	Median		Low		High		ANB
Return on Average Equity (U.S. GAAP)	11.76	%	4.64	%	14.96	%	9.67	%
Return on Average Assets (U.S. GAAP)	1.11		0.51		1.46		1.08
Return on Average Tangible Equity (Cash)	17.37		8.93		21.90		16.04
Return on Average Tangible Assets (Cash)	1.19		0.58		1.50		1.17
Net Interest Margin	3.90		3.11		4.90		3.72
Efficiency Ratio	60		56		62		57
Leverage Ratio	8.23		7.60		9.01		7.94
Tangible Equity / Assets	6.64		5.24		8.34		7.13
Loans / Deposits	95		69		101		99
Non-Performing Assets / Assets	0.32		0.15		0.56		0.23
Loan Loss Reserve / Non-Performing Assets	276		126		532		384
Loan Loss Reserve / Total Loans	1.21		1.02		1.53		1.23

KBW’s analysis showed the following concerning ANB’s market performance:

Selected Peer Group:


	Median		Low		High		ANB
Price / Stated Book Value Per Share	154	%	110	%	236	%	126	%
Price / Tangible Book Value Per Share	236		200		287		201
Price / 2007 GAAP Estimated Earnings Per Share	14.3	x	12.4	x	17.3	x	13.2	x
Price / 2007 Cash Estimated Earnings Per Share	13.9		12.0		16.4		12.7
Price / 2008 GAAP Estimated Earnings Per Share	13.1		11.4		14.9		12.2
Price / 2008 Cash Estimated Earnings Per Share	12.8		11.1		14.3		11.7
Dividend Yield	3.2	%	1.5	%	4.2	%	3.1	%

Contribution Analysis. KBW analyzed the relative contribution of each of ANB and RBC to the pro forma balance sheet and income statement items of the combined entity, including assets, gross loans, deposits, equity, tangible equity, latest twelve months’ earnings and estimated earnings. This analysis excluded any purchase accounting adjustments and was based on RBC’s closing price per share of $51.78 on the NYSE on September 4, 2007 and an exchange rate of 1.0493 Canadian Dollars per U.S. Dollar per the Federal Reserve Bank of New York 12 PM Rates on September 4, 2007. The results of KBW’s analysis are set forth in the following table:


Category	RBC		ANB
Assets	98.6	%	1.4	%
Gross Loans	97.5		2.5
Deposits	98.4		1.6
Equity	96.4		3.6
Tangible Equity	97.1		2.9
Latest Twelve Months’ Earnings (U.S. or Canadian GAAP, as applicable)	98.4		1.6
Latest Twelve Months’ Earnings (Cash)	98.3		1.7
2008 Estimated Earnings (U.S. or Canadian GAAP, as applicable)	98.4		1.6
2008 Estimated Earnings (Cash)	98.3		1.7
Pro Forma Ownership (Hypothetical 100% Stock Transaction)	97.6		2.4
Pro Forma Ownership (Merger Consideration Mix)	98.8		1.2

Financial Impact Analysis. KBW performed pro forma merger analyses that combined projected income statement and balance sheet information. Assumptions regarding the accounting treatment, acquisition adjustments and cost savings were used to calculate the financial impact that the merger would have on certain projected financial results of the pro forma company. This analysis indicated that the merger is expected to be dilutive to RBC’s estimated 2008 GAAP earnings per share, neutral to RBC’s estimated 2008 Cash earnings per share and 2009 GAAP earnings per share and accretive to RBC’s estimated 2009 Cash earnings per share. This analysis was based on First Call’s 2008 published earnings estimate for RBC and ANB. KBW assumed earnings growth of 8.40% for RBC and 9.25% for ANB per First Call and estimated cost savings equal to 18.0% of ANB’s projected non-interest expenses. For all of the above analyses, the actual results achieved by pro forma company following the merger may vary from the projected results and any variations may be material.

Other Analysis. KBW reviewed the relative financial and market performance of RBC and ANB to a variety of relevant industry peer groups and indices. KBW also reviewed earnings estimates, historical stock performance, stock liquidity and research coverage for RBC.

Miscellaneous. The ANB board of directors retained KBW as an independent contractor to act as exclusive financial adviser to ANB regarding the merger. As part of its investment banking business, KBW is continually engaged in the valuation of banking and thrift businesses and their securities in connection with mergers and

acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. As specialists in the securities of banking and thrift companies, KBW has experience in, and knowledge of, the valuation of banking and thrift enterprises. In the ordinary course of its business as a broker-dealer, KBW may, from time to time, purchase securities from, and sell securities to ANB and RBC. As a market maker in securities, KBW may from time to time have a long or short position in, and buy or sell, debt or equity securities of ANB and RBC for KBW’s own account and for the accounts of its customers.

ANB and KBW have entered into an agreement relating to the services to be provided by KBW in connection with the merger. ANB has agreed to pay KBW at the time of closing a cash fee equal to 0.60% of the market value of the aggregate consideration offered in exchange for the outstanding shares of common stock of ANB in the transaction. This fee is contingent on the closing of the merger. Pursuant to the KBW engagement agreement, ANB also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities, including liabilities under the federal securities laws.

KBW has not had any other material relationship with ANB during the past two years.

RBC’s Reasons for the Merger

At its meeting on September 5, 2007, the RBC board of directors approved the merger and authorized RBC management to negotiate and enter into the merger agreement. In the course of making its decision to approve the merger, the RBC board of directors consulted with RBC’s management, as well as its financial advisor, RBC Capital Markets, and considered a number of factors.

One of RBC’s strategic priorities is to increase its presence in Alabama, Florida and Georgia. RBC believes that the merger with ANB, with its significant presence in top metropolitan areas in Alabama, Georgia and Florida, will augment its growth strategy. In particular, RBC believes that the merger will provide a proven management team to help continue the development of the growing business in Alabama.

REQUIRED REGULATORY APPROVALS

RBC, RBC Centura and ANB have agreed to use their commercially reasonable efforts to obtain all regulatory approvals required to complete the merger. These approvals, along with the expiration of any statutory waiting periods related to these approvals, are referred to as the “requisite regulatory approvals.” These include approval from the Office of the Superintendent of Financial Institutions (Canada), the Federal Reserve Board, the Office of the Commissioner of Banks of the State of North Carolina, the Alabama Banking Department, the Florida Office of Financial Regulation, the Georgia Department of Banking and Finance and the Financial Industry Regulatory Authority. RBC, RBC Centura and ANB are in the process of filing all of the required applications and notices to obtain requisite regulatory approvals. The merger cannot proceed in the absence of the requisite regulatory approvals. None of RBC, RBC Centura or ANB can assure you that the requisite regulatory approvals will be obtained, and, if obtained, none of RBC, RBC Centura or ANB can assure you as to the date of any of these approvals or the absence of any litigation challenging them. Likewise, none of RBC, RBC Centura or ANB can assure you that the U.S. Department of Justice or a state attorney general will not attempt to challenge the merger on antitrust grounds, or, if such a challenge is made, as to the result of that challenge.

None of RBC, RBC Centura or ANB is aware of any other material governmental approvals or actions that are required prior to the parties’ consummation of the merger other than those described below. RBC, RBC Centura and ANB currently contemplate that if any additional governmental approvals or actions are required, those approvals or actions will be sought. However, none of RBC, RBC Centura or ANB can assure you that any of those additional approvals or actions will be obtained.

U.S. Banking Regulations

Transactions such as the merger are subject to approval by the Federal Reserve Board under the Bank Holding Company Act. RBC and RBC Centura made the required filing with the Federal Reserve Board for approval of the merger on November 27, 2007. Assuming Federal Reserve Board approval, the merger may not be completed for 30 days, during which time the Department of Justice may challenge the merger on antitrust grounds. With the approval of the Federal Reserve Board and the Department of Justice, the waiting period may be reduced to no less than 15 days.

The Federal Reserve Board is prohibited from approving any transaction under the applicable statutes that would result in a monopoly, or that would be in furtherance of any combination or conspiracy to monopolize, or to attempt to monopolize, the business of banking in any part of the U.S., or that may have the effect in any section of the U.S. of substantially lessening competition, or tending to create a monopoly, or resulting in a restraint of trade, unless the Federal Reserve Board finds that the anti-competitive effects of the transaction are clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the communities to be served.

In addition, in reviewing a transaction under the Bank Holding Company Act, the Federal Reserve Board will consider the financial and managerial resources of RBC, RBC Centura and ANB, the convenience and needs of the communities to be served as well as the parties’ effectiveness in combating money-laundering activities. As part of its consideration of these factors, RBC and RBC Centura expect that the Federal Reserve Board will consider the regulatory status of ANB, RBC and RBC Centura and the overall capital and safety and soundness standards established by the Federal Deposit Insurance Improvement Act of 1991 and the regulations issued under that statute.

Under the Community Reinvestment Act of 1977, the Federal Reserve Board will take into account RBC, RBC Centura and ANB’s respective records of performance in meeting the credit needs of each of their communities in the U.S., including low and moderate-income neighborhoods. Each of ANB’s banking subsidiaries have received a “satisfactory” rating from its Federal regulator, except that Alabama Exchange Bank received an “outstanding” rating, with respect to this criterion. RBC Centura Bank has received a “satisfactory” rating from its Federal regulator with respect to this criterion.

The Federal Reserve Board will furnish notice and a copy of the application for approval of the merger to the Office of the Commissioner of Banks of the State of North Carolina, the Alabama Banking Department, the Florida Office of Financial Regulation, and the Georgia Department of Banking and Finance. The respective state banking authorities have 30 days to submit their views and recommendations to the Federal Reserve Board. The Federal Reserve Board is required to hold a public hearing in the event it receives a written recommendation of disapproval of the application from one of the state banking authorities within this 30-day period. Furthermore, the Bank Holding Company Act and Federal Reserve Board regulations require published notice of, and the opportunity for public comment on, the application submitted by RBC for approval of the merger, and authorize the Federal Reserve Board to hold a public hearing or meeting if the Federal Reserve Board determines that a hearing or meeting would be appropriate. Any hearing or meeting or comments provided by third parties could prolong the period during which the application is under review by the Federal Reserve Board.

Canadian Approvals

The merger is subject to the approval of the Superintendent of Financial Institutions (Canada). RBC has filed an application with the Superintendent of Financial Institutions (Canada):

(i) for approval, pursuant to subsection 468(6) of the Bank Act in respect of RBC’s indirect acquisition of ANB; and

(ii) for approval, pursuant to subsection 65(1) of the Bank Act for the issuance of RBC common shares in consideration of property in connection with the merger.

Listing of RBC Common Shares

The merger agreement provides that RBC and RBC Centura will cause the RBC common shares to be issued in the merger to be approved for listing on the NYSE and the TSX before the effective time of the merger, subject to official notice of issuance. Approval of the listing of the RBC common shares to be issued in the merger on the NYSE and the TSX is a condition to each party’s obligation to complete the merger.

Other Regulatory Filings and Approvals

Applications or notifications are being filed with various state and/or foreign regulatory authorities and self-regulatory organizations, including the Financial Industry Regulatory Authority, or FINRA, in connection with acquisitions or changes in control of subsidiaries of ANB, including banks and broker-dealers, that may be deemed to result from the merger. In addition, the merger may be reviewed by the attorneys general in the various states in which ANB owns banking subsidiaries. These authorities may be empowered under applicable state laws and regulations to investigate or disapprove the merger under the circumstances and based upon the review provided for in applicable state laws and regulations.

MATERIAL TAX CONSIDERATIONS

The following discussion sets forth the material U.S. federal income tax and Canadian federal income tax consequences of the merger and of the ownership of RBC common shares by a holder that holds ANB common stock, and will hold RBC common shares, as capital assets. This discussion represents the views of Sullivan & Cromwell LLP, counsel to RBC, insofar as it relates to the U.S. federal income tax consequences of the merger, and Ogilvy Renault LLP, Canadian counsel to RBC, insofar as it relates to Canadian tax considerations. This discussion also represents the views of Sullivan & Cromwell LLP insofar as it relates to the U.S. federal income tax consequences associated with owning the RBC common shares received in the merger. The opinions of counsel are based, in part, upon assumptions and written representations received from RBC, RBC Centura and ANB, which representations Ogilvy Renault LLP and Sullivan & Cromwell LLP will assume to be true and correct. An opinion of counsel is not binding on the Internal Revenue Service or any court. None of ANB, RBC or RBC Centura intends to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the transaction.

WE URGE YOU TO CONSULT WITH A TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND THE CANADIAN AND OTHER TAX CONSEQUENCES OF OWNING AND DISPOSING OF ANB COMMON STOCK OR RBC COMMON SHARES.

Certain U.S. Federal Income Tax Considerations

This discussion does not address the tax consequences to holders of ANB common stock or RBC common shares in particular circumstances, such as tax-exempt entities, certain insurance companies, broker-dealers, traders in securities that elect to mark-to-market, holders liable for alternative minimum tax, holders that actually or constructively own 10% or more of the voting shares of RBC, holders that hold ANB common stock or RBC common shares as part of a straddle or a hedging or conversion transaction or holders whose functional currency is not the U.S. dollar. This discussion also does not apply to holders who acquired their ANB common stock or RBC common shares, as applicable, pursuant to the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan. This discussion is based on the tax laws of the U.S., including the Internal Revenue Code of 1986, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as in effect on the date of this document, as well as the Convention between the U.S. and Canada with respect to Taxes on Income and on Capital, which we refer to as the “Treaty,” all of which are subject to change or change in interpretation, possibly with retroactive effect.

For purposes of this discussion, a “U.S. holder” is any beneficial owner of ANB common stock or RBC common shares who is

•

a citizen or resident of the U.S.,

•

a corporation or other entity taxable as a corporation organized under the laws of the U.S. or any political subdivision of the U.S.,

•

an estate, the income of which is subject to U.S. federal income tax without regard to its source, or

•

a trust, if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

For purposes of this discussion, an “eligible ANB stockholder” is any beneficial owner of ANB common stock who will not be a “five percent transferee stockholder” as defined in U.S. Treasury Regulation Section 1.367(a)-3(c)(5)(ii) or who enters into a five-year gain recognition agreement in the form provided in U.S. Treasury Regulation Section 1.367(a)-8(b). A five percent transferee stockholder is a person that holds ANB common stock and that will immediately after the merger hold at least five percent of the outstanding common shares of RBC by vote or by value.

Generally, the following discussion does not address any aspects of U.S. taxation other than federal income taxation or any aspects of Canadian taxation other than income and capital taxation.

The Merger

Completion of the merger is conditioned on, among other things, the receipt by each of ANB and RBC of tax opinions from Maynard, Cooper & Gale, P.C., counsel to ANB, and Sullivan & Cromwell LLP, counsel to RBC, that for U.S. federal income tax purposes the merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. These opinions will be based on certain assumptions and on representation letters provided by ANB, RBC and RBC Centura to be delivered at the time of closing. Neither of these tax opinions will be binding on the Internal Revenue Service.

In the opinion of Sullivan & Cromwell LLP:

•

the merger will qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code,

•

RBC, RBC Centura and ANB will each be a “party to a reorganization” under Section 368(b) of the Internal Revenue Code, and

•

RBC will, as to each eligible ANB stockholder, be treated as a corporation under Section 367(a) of the Internal Revenue Code.

If the merger is treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, the material U.S. tax consequences of the merger to U.S. holders of ANB common stock will be as follows:

U.S. Holders

Receipt of RBC Common Shares by Eligible ANB Stockholders. An eligible ANB stockholder that receives solely RBC common shares in the merger (other than cash received for a fractional share, as described below) will not recognize gain or loss with respect to the receipt of RBC common shares in exchange for such holder’s shares of ANB common stock, except in respect of cash received for a fractional share. The aggregate basis for U.S. federal income tax purposes in the RBC common shares that an eligible ANB stockholder receives in the merger will be the same as such stockholder’s aggregate basis in the surrendered ANB common stock.

Receipt of Cash by ANB Stockholders. An ANB stockholder receiving solely cash in exchange for ANB common stock pursuant to the merger will recognize gain or loss equal to the difference between the amount of cash received by a holder of ANB common stock and such holder’s tax basis in such holder’s shares of ANB common stock.

Receipt of RBC Common Shares and Cash by Eligible ANB Stockholders. Those eligible ANB stockholders who receive RBC common shares and cash in exchange for shares of ANB common stock pursuant to the merger will recognize gain (but not loss), in an amount equal to the lesser of (i) the amount, if any, by which the sum of the fair market value of the RBC common shares and cash received by a holder of ANB common stock exceeds such holder’s basis in its ANB common stock, and (ii) the amount of cash received by such holder of ANB common stock, except with respect to any cash received instead of fractional share interests in RBC common shares, as described below.

Basis of RBC Common Shares in the Hands of Eligible ANB Stockholders. The aggregate basis of the RBC common shares received in the merger by an eligible ANB stockholder will be the same as the aggregate basis of the ANB common stock for which it is exchanged, decreased by the amount of cash received in the merger (except with respect to any cash received instead of fractional share interests in RBC common shares), decreased by any basis attributable to fractional share interests in RBC common shares for which cash is received, and increased by the amount of gain recognized on the exchange (regardless of whether such gain is classified as

capital gain, or as ordinary dividend income, as discussed in the section entitled “—Recharacterization of Gain as a Dividend” below, but excluding any gain or loss recognized with respect to fractional share interests in RBC common shares for which cash is received).

Holding Period. An eligible ANB stockholder will include in its holding period of the RBC common shares its holding period of the surrendered ANB common stock.

Except as described in the section entitled “—Recharacterization of Gain as a Dividend” below, generally, gain or loss recognized will be capital gain or loss. Capital gain of a noncorporate U.S. holder that is recognized in taxable years beginning before January 1, 2011 is generally taxed at a maximum rate of 15% where the ANB common stock was held for more than one year on the effective date of the merger. The deduction of any capital loss is subject to limitations. The gain or loss will generally be income or loss from sources within the U.S. for foreign tax credit limitation purposes.

Recharacterization of Gain as a Dividend. All or part of the gain that a particular holder of ANB common stock recognizes (or all or part of the cash received by a holder of ANB common stock, if such holder receives only cash pursuant to the merger) could be treated as dividend income (to the extent of current and accumulated earnings and profits) rather than capital gain under the tests set forth in Section 302 of the Internal Revenue Code. Because the possibility of dividend treatment depends primarily upon each holder’s particular circumstances, including the application of the constructive ownership rules, holders of ANB common stock should consult their own tax advisors regarding the application of the foregoing rules to their particular circumstances.

Different Blocks of ANB Common Stock. For a U.S. holder who acquired different blocks of ANB common stock at different times and at different prices, realized gain or loss generally must be calculated separately for each identifiable block of shares exchanged in the transaction, and a loss realized on the exchange of one block of shares cannot be used to offset a gain realized on the exchange of another block of shares. If a U.S. holder has differing bases or holding periods in respect of shares of ANB common stock, the U.S. holder should consult its tax advisor prior to the exchange with regard to identifying the bases or holding periods of the particular RBC shares received in the transaction.

Cash Received in Lieu of Fractional RBC Shares. An eligible ANB stockholder that receives cash in lieu of a fractional RBC common share will be treated as first having received the fractional RBC common share and then having sold the fractional RBC common share for cash. An eligible ANB stockholder generally will recognize gain or loss to the extent the cash received in lieu of a fractional RBC common share exceeds or is less than such holder’s basis in the deemed-received fractional RBC common share. Except as described in the section entitled “—Recharacterization of Gain as a Dividend” above, this gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the merger, the eligible ANB stockholder’s holding period for such ANB common stock is greater than one year. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

A non-U.S. holder is not subject to U.S. federal income tax on gain or loss recognized with respect to the merger unless the gain is “effectively connected” with that non-U.S. holder’s conduct of a trade or business in the U.S., and the gain is attributable to a permanent establishment maintained in the U.S. if that is required by an applicable income tax treaty as a condition for subjecting that non-U.S. holder to U.S. taxation on a net income basis, or that non-U.S. holder is an individual present in the U.S. for at least 183 days in the taxable year of the merger and certain other conditions are met. In either of those cases the non-U.S. holder will be treated like a U.S. holder with respect to the recognition of gain or loss, as described above. A corporate non-U.S. holder may also, under certain circumstances, be subject to an additional branch profits tax at a 30% rate, or at a lower rate if that corporate non-U.S. holder is eligible for the benefits of an income tax treaty providing for a lower rate, with respect to gain that is “effectively connected” with its conduct of a trade or business in the U.S.

Holders of ANB common stock are subject to backup withholding and information reporting as described below under “—Additional U.S. Federal Income Tax Considerations; Information Reporting and Backup Withholding.”

Ownership of RBC Common Shares—U.S. Federal Income Taxation

Dividends and Distributions—U.S. Holders

Subject to the passive foreign investment company rules discussed below, U.S. holders will include in gross income the gross amount of any dividend paid, before reduction for Canadian withholding taxes, by RBC out of its current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, as ordinary income when the dividend is actually or constructively received by the U.S. holder.

Dividends to noncorporate U.S. holders who also meet certain holding period requirements paid in taxable years beginning before January 1, 2011 that constitute qualified dividend income will be taxable at a maximum tax rate of 15%. Dividends paid with respect to the RBC common shares generally will be qualified dividend income.

Dividends will be income from sources outside the U.S. for foreign tax credit limitation purposes, but dividends will, depending on the U.S. holder’s circumstances, be “passive” or “general” income, which, in either case, are treated separately from other types of income for foreign tax credit limitation purposes.

The dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. The amount of the dividend distribution included in income of a U.S. holder will be the U.S. dollar value of the Canadian dollar payments made, determined at the spot Canadian dollar/U.S. dollar exchange rate on the date such dividend distribution is included in the income of the U.S. holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend distribution is included in income to the date such dividend distribution is converted into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. Such gain or loss will generally be income from sources within the U.S. for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a return of capital to the extent of the U.S. holder’s basis in its RBC common shares and thereafter as capital gain.

Subject to certain limitations, the Canadian tax withheld in accordance with the Treaty and paid over to Canada will be creditable against the U.S. holder’s U.S. federal income tax liability. To the extent a refund of the tax withheld is available to a U.S. holder under the laws of Canada or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against the U.S. holder’s U.S. federal income tax liability, whether or not the refund is actually obtained.

Dividends and Distributions—Non-U.S. Holders

A non-U.S. holder is not subject to U.S. federal income tax with respect to dividends paid on RBC common shares unless the dividends are “effectively connected” with that non-U.S. holder’s conduct of a trade or business in the U.S., and attributable to a permanent establishment maintained in the U.S. if that is required by an applicable income tax treaty as a condition for subjecting that non-U.S. holder to U.S. taxation on a net income basis, or that non-U.S. holder is an individual present in the U.S. for at least 183 days in the taxable year of the dividend distribution and certain other conditions are met. In such cases, a non-U.S. holder will be taxed in the same manner as a U.S. holder. A corporate non-U.S. holder may also, under certain circumstances, be subject to an additional branch profits tax at a 30% rate, or at a lower rate if that corporate non-U.S. holder is eligible for the benefits of an income tax treaty providing for a lower rate, with respect to dividends that are “effectively connected” with its conduct of a trade or business in the U.S.

Transfers of RBC Common Shares—U.S. Holders

Subject to the passive foreign investment company rules discussed below, a U.S. holder that sells or otherwise disposes of RBC common shares generally will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount realized and the tax basis, determined in U.S. dollars, in the RBC common shares. Capital gain of a noncorporate U.S. holder that is recognized in taxable years beginning before January 1, 2011 is generally taxed at a maximum rate of 15% if the RBC common shares were held for more than one year. The gain or loss will generally be income or loss from sources within the U.S. for foreign tax credit limitation purposes.

Transfers of RBC Common Shares—Non-U.S. Holders

A non-U.S. holder will not be subject to U.S. federal income tax on gain recognized on the sale or other disposition of RBC common shares unless the gain is “effectively connected” with the non-U.S. holder’s conduct of a trade or business in the U.S., and the gain is attributable to a permanent establishment maintained in the U.S. if that is required by an applicable income tax treaty as a condition for subjecting that non-U.S. holder to U.S. taxation on a net income basis, or the non-U.S. holder is an individual and present in the U.S. for at least 183 days in the taxable year of the sale and certain other conditions are met. In such cases, a non-U.S. holder will be taxed in the same manner as a U.S. holder. A corporate non-U.S. holder may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate, or at a lower rate if eligible for the benefits of an income tax treaty that provides for a lower rate, on “effectively connected” gains recognized.

Additional U.S. Federal Income Tax Considerations

Passive Foreign Investment Company Rules

RBC believes that RBC common shares should not be treated as stock of a passive foreign investment company for U.S. federal income tax purposes, but this conclusion is a factual determination made annually and thus may be subject to change. In general, RBC will be a passive foreign investment company with respect to a U.S. holder if, for any taxable year in which the U.S. holder held RBC common shares, either at least 75% of the gross income of RBC for the taxable year is passive income or at least 50% of the value, determined on the basis of a quarterly average, of RBC’s assets is attributable to assets that produce or are held for the production of passive income. If RBC were to be treated as a passive foreign investment company, then unless a U.S. holder makes a mark-to-market election, gain realized on the sale or other disposition of RBC common shares would in general not be treated as capital gain. Instead, a U.S. holder would be treated as if the holder had realized such gain and certain “excess distributions” ratably over the holder’s holding period for the shares and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year.

Information Reporting and Backup Withholding

In general, proceeds received in the merger will be subject to information reporting requirements and backup withholding tax at the rate of 28% for a non-corporate U.S. holder that

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fails to provide an accurate taxpayer identification number,

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is notified by the Internal Revenue Service regarding a failure to report all interest or dividends required to be shown on its federal income tax returns, or

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in certain circumstances, fails to comply with applicable certification requirements.

Persons that are not U.S. persons may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate Internal Revenue Service Form W-8.

If a holder of RBC common shares sells RBC common shares to or through a U.S. office of a broker, the payment of the sales proceeds is subject to both U.S. backup withholding and information reporting unless the holder certifies that it is not a U.S. person, under penalties of perjury, or otherwise establishes an exemption. If a holder sells RBC common shares outside the U.S. through a non-U.S. office of a non-U.S. broker, and the sales proceeds are paid to the holder outside the U.S., then U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made outside the U.S., if RBC common shares are sold through a non-U.S. office of a broker that:

•

is a U.S. person,

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derives 50% or more of its gross income for a specified three-year period from the conduct of a trade or business in the U.S.,

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is a “controlled foreign corporation” as to the U.S., or

•

is a foreign partnership, if at any time during its tax year:

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one or more of its partners are U.S. persons, as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or

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at any time during its tax year the foreign partnership is engaged in a U.S. trade or business,

unless the broker has documentary evidence in its records that the selling holder of RBC common shares is a non-U.S. person, and the broker does not have actual knowledge that such seller is a U.S. person, or such seller otherwise establishes an exemption.

A refund of any amounts withheld under the backup withholding rules that exceeds the income tax liability of a holder of ANB common stock or of RBC common shares, as applicable, may be obtained by filing a refund claim with the Internal Revenue Service.

Certain Canadian Federal Income Tax Considerations

In the opinion of Ogilvy Renault LLP, the following is a general summary of the principal Canadian federal income tax considerations generally applicable to a person who acquires RBC common shares in exchange for shares of ANB common stock as part of the merger and who, at all relevant times, for purposes of the Income Tax Act (Canada) (the “Tax Act”) and the Canada-U.S. Income Tax Convention (1980) (the “Convention”), is a resident of the U.S., is not (and is not deemed to be) a resident of Canada, does not have a “permanent establishment” or “fixed base” in Canada and does not use or hold (or will not use or hold) and is not deemed to use or hold the RBC common shares or shares of ANB common stock in, or in the course of, carrying on a business in Canada and does not carry on an insurance business in Canada and elsewhere (“U.S. Resident Holder”).

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor. Accordingly, prospective investors are urged to consult their own tax advisors with respect to their particular circumstances.

This summary is based upon the current provisions of the Tax Act, the regulations thereunder, all specific proposals to amend the Tax Act and the regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof, the Fifth Protocol to the Convention signed on September 21, 2007 (but not yet ratified) (the “Protocol”), and counsel’s understanding of the current administrative practices published by the Canada Revenue Agency. This summary does not otherwise take into account any changes in law, whether by legislative, governmental or judicial decision or action, nor does it take into account or consider any provincial, territorial or foreign income tax considerations.

The Merger

There are no Canadian tax consequences as a result of the merger to a U.S. Resident Holder.

Ownership of RBC Common Shares

Withholding Tax on Dividends on Common Shares. Dividends paid or credited, or deemed under the Tax Act to be paid or credited to a U.S. Resident Holder on RBC common shares are subject to Canadian withholding tax under the Tax Act at the rate of 25%; however, the rate of Canadian withholding tax applicable to a U.S. Resident Holder is generally reduced to 15% under the Convention. Upon ratification of the Protocol, a U.S. Resident Holder must not be subject to the limitation on benefits restrictions in the Convention to be entitled to the 15% withholding tax rate on dividends on the RBC common shares.

Disposition of RBC Common Shares. A U.S. Resident Holder for whom RBC common shares are not “taxable Canadian property” will not be subject to tax under the Tax Act on the disposition of such shares. Generally, RBC common shares will not be taxable Canadian property to a U.S. Resident Holder at a particular time provided that (i) the shares are listed on a “designated stock exchange” (which includes the TSX and the NYSE) at that time, (ii) the U.S. Resident Holder, persons not dealing at arm’s length with the U.S. Resident Holder or the U.S. Resident Holder together with such persons have not owned 25% or more of the RBC common shares at any time during the 60-month period ending at the particular time, and (iii) such shares are not deemed to be taxable Canadian property to the U.S. Resident Holder under the Tax Act. In the event that the RBC common shares are taxable Canadian property to the U.S. Resident Holder, a capital gain realized by a U.S. Resident Holder on the disposition of RBC common shares will generally be exempt from Canadian tax under the Convention. Upon ratification of the Protocol, a U.S. Resident Holder must not be subject to the limitation on benefits restrictions in the Convention to be entitled to exemption from Canadian tax on capital gains realized on the disposition of RBC common shares.

ACCOUNTING TREATMENT

The merger will be accounted for by use of the purchase method of accounting, in accordance with Canadian GAAP and a reconciliation to U.S. GAAP. This means that RBC will record as goodwill the excess of the purchase price of ANB over the fair value of ANB’s identifiable assets, including intangible assets, net of its liabilities.

INTERESTS OF ANB’S EXECUTIVE OFFICERS AND DIRECTORS IN THE MERGER

In considering the recommendation of the ANB board of directors with respect to the merger agreement, ANB’s stockholders should be aware that ANB’s executive officers and directors have interests in the merger and have arrangements that are different from, or in addition to, those of ANB’s stockholders generally, as described below. The ANB board of directors was aware of these interests and considered them, among other matters, in reaching its decisions to approve the merger agreement and to recommend that ANB’s stockholders vote in favor of approving and adopting the merger agreement. See “The Merger—ANB’s Reasons for the Merger; Recommendation of the Board of Directors.”

New Employment Agreements

In connection with the execution of the merger agreement, RBC Centura Bank entered into employment agreements with certain officers of ANB, including the following six executive officers: John H. Holcomb, III, Dan M. David, Richard Murray, IV, William E. Matthews, V, James R. Thompson, III and John R. Bragg. These employment agreements will replace and supersede these individuals’ existing employment continuation agreements with ANB (discussed below). The employment agreements have three-year terms (one-year for Mr. David) commencing upon completion of the merger, with optional one-year renewals after the initial term. Pursuant to their new employment agreements, these individuals will serve in the following positions with RBC Centura Bank: Mr. Holcomb–Vice Chairman; Mr. David–Alabama Banking Executive; Mr. Murray–Market President, Alabama & Florida; Mr. Matthews–Group President–Specialty Business; Mr. Thompson–Head of North Alabama Markets; and Mr. Bragg–Specialty Business Operations Executive. With the exception of Mr. David, whose employment agreement takes into account previous arrangements in connection with his planned retirement, the annual cash compensation and benefits to be provided pursuant to these new employment agreements are comparable to the annual cash compensation and benefits that these individuals historically were eligible to receive from ANB during their employment.

During their employment periods with RBC Centura Bank, Messrs. Holcomb, David, Murray, Matthews, Thompson and Bragg will receive a minimum annual base salary of $550,000, $100,000, $310,000, $300,000, $240,000 and $192,500, respectively. Each individual is eligible for an annual cash bonus in a targeted amount and an annual equity-based award. The amounts of the cash bonus and equity-based award for fiscal year 2008 are guaranteed (other than for Mr. David). The guaranteed amounts of the cash bonuses are $600,000, $0.00, $230,000, $200,000, $170,000 and $80,000, respectively. The guaranteed amount of the equity-based awards for fiscal year 2008 are $300,000, $0.00, $200,000, $200,000, $200,000 and $20,000, respectively. Each of these individuals is also eligible to receive a cash bonus after three years if a certain percentage of deposits and loans at ANB’s bank subsidiaries are retained by RBC Centura Bank. During their respective employment periods, these executives will generally be entitled to employee benefits, fringe benefits and perquisites on a basis no less favorable in the aggregate than those provided to similarly situated senior executives of RBC Centura Bank in the U.S. On the completion date of the merger, each individual will be paid an amount based on the change-in-control cash severance benefits under his existing employment continuation agreement with ANB (calculated using available amounts, as if the merger had occurred in 2007), which payment will equal $3,842,300 for Mr. Holcomb, $1,241,000 for Mr. David, $2,081,100 for Mr. Murray, $1,982,000 for Mr. Matthews, $1,487,000 for Mr. Thompson and $990,500 for Mr. Bragg.

The employment agreements also provide for a payment upon completion of the merger based on the change-in-control provisions of the Third Amendment and Restatement of the Alabama National BanCorporation Performance Share Plan, as amended (the “ANB Performance Share Plan”). This payment, which results in the cancellation of the executive’s unpaid performance share awards under the ANB Performance Share Plan, will equal $2,237,402 for Mr. Holcomb, $373,392 for Mr. David, $1,524,438 for Mr. Murray, $1,524,438 for Mr. Matthews, $957,856 for Mr. Thompson and $517,226 for Mr. Bragg. Consistent with the existing employment continuation agreements between ANB and these executives, the new employment agreements provide for a full income tax gross-up in respect of the payment received for cancellation of the executive’s ANB

performance share awards, and they also provide for a full excise tax gross-up in respect of any payments and benefits received in connection with a change in control that exceed the limit under Section 280G of the Internal Revenue Code.

If, during the agreement term, the executive’s employment is terminated without “cause” by RBC Centura Bank or by the executive for “good reason,” the executive will be paid a lump sum cash payment equal to his unpaid base salary and vacation pay as of the date of termination, plus an amount equal to the greater of (i) the amount of the executive’s annual base salary and bonus, or (ii) the total amount of base salary and bonuses that would have been paid to the executive during the remainder of the initial three-year term. Upon such a termination, the executive will also receive continued health benefits for the longer of one year or the number of years remaining in the initial three-year contract term. Upon an early termination of employment due to the executive’s death or disability, the executive is entitled to certain similar payments and benefits. The employment agreements include standard ongoing confidentiality, non-solicitation and non-competition restrictions. The non-solicitation and non-competition restrictions remain in place following employment termination until the later of the second anniversary of the completion of the merger or the first anniversary of employment termination.

Existing Employment Continuation Agreements with ANB

Employment continuation agreements are in effect between ANB and each of the executive officers identified above who is entering into a new employment agreement with RBC Centura Bank–Messrs. Holcomb, David, Murray, Matthews, Thompson and Bragg. Upon completion of the merger, these agreements will be superseded and replaced by the new employment agreements described above. Upon a change of control, these employment continuation agreements provide for accelerated vesting of stock options and a cash payment calculated in accordance with the ANB Performance Share Plan to cancel the executive’s unpaid performance share awards. These employment continuation agreements also provide for a full income tax gross-up in respect of the payment received for the cancellation of the executive’s ANB performance shares. The employment continuation agreements require continued employment following a change of control on terms and conditions of employment that are generally equivalent to those in effect immediately before such change of control. If during the two-year period following a change of control, the executive terminates his employment for “good reason” or the employer terminates the executive’s employment without “cause,” the executive is entitled to receive: (i) all earned base salary through the date of termination, (ii) any vested amounts or benefits owing to the executive under applicable employee benefit plans and programs, (iii) a lump-sum cash severance payment equal to three times the sum of (a) the executive’s annual base salary, (b) the average annual incentive bonus for the three fiscal years preceding either the change of control date or the date of termination (whichever is greater), and (c) the cash value of the performance shares to be awarded to the executive at the target performance level in the year in which the change of control occurs, (iv) other than with respect to Mr. David and Mr. Thompson, a supplemental retirement benefit in the form of a deferred annuity contract payable monthly following the executive’s 65th birthday and (v) continued participation for up to 24 months in the employer’s welfare plans (e.g., medical, group life, etc.). The employment continuation agreements also provide for a full excise tax gross up in respect of any payments and benefits received in connection with a change of control that exceed the limit under Section 280G of the Internal Revenue Code.

Supplemental Compensation for Other Executive Officers of ANB

The merger agreement requires RBC and RBC Centura to establish a $4,000,000 post-closing bonus pool for certain ANB subsidiary employees, with the participants, amounts and timing of the payments to be specified by ANB, subject to RBC Centura’s reasonable written consent. Payments from the bonus pool will consist of cash payments to be made upon completion of the merger and/or awards of equity based compensation from RBC that will vest on the third anniversary of the completion of the merger. Numerous ANB employees, including two executive officers of ANB (not including the executive officers who have entered into new employment agreements with RBC Centura Bank), have been selected to receive payments from this bonus pool. These two executive officers will receive an aggregate of $150,000 in cash upon completion of the merger and aggregate equity-based compensation from RBC valued at $150,000 as of the grant date.

Equity Compensation Awards

Options. The merger agreement provides that each option to purchase shares of ANB common stock that is issued and outstanding immediately prior to the completion of the merger, including all options held by ANB’s executive officers, will be canceled in exchange for the right to receive, at the effective time of the merger, cash equal to $80.00 per share less the exercise price of such option, less required taxes. Based on their ANB option holdings on November 27, 2007, the eight executive officers of ANB, as a group, hold stock options to acquire 30,500 shares of ANB common stock in the aggregate, each such option having already vested prior to ANB entering into the merger agreement. The aggregate value of all of the ANB options held by the eight executive officers as a group, based upon the per-share merger consideration, is $1,864,313.

Performance Share Awards. The merger agreement also provides that all performance share awards awarded under the ANB Performance Share Plan as of the effective time of the merger will be converted to cash, and such cash will be paid out as soon as practical after the effective time of the merger in accordance with the terms of the ANB Performance Share Plan. Under the terms of the ANB Performance Share Plan, all outstanding performance share awards will be deemed to have been earned upon the effective date of the merger. The number of performance shares so earned will be computed by determining the number of performance shares that would have been paid, based on the award conditions, if each subject award period relating to outstanding performance share awards had ended on the December 31st immediately preceding the effective time of the merger, provided that in no event will the number of performance shares earned be fewer than the aggregate number of performance shares at the “target” performance level as identified in the applicable performance share award letter. As described above, six of ANB’s executive officers agreed to cancel their rights to performance share award payments under the ANB Performance Share Plan in accordance with their new employment agreements with RBC Centura Bank. See “—New Employment Agreements.” The remaining two executive officers of ANB who have performance share awards outstanding will have a total amount distributed at the effective time of the merger in accordance with the merger agreement, in the aggregate, of approximately $704,000.

Key Employee Deferral of Compensation Plan

ANB maintains a deferral of compensation plan in which the executive officers are eligible to participate. Under the terms of this plan, key employees are permitted to defer payment of (i) bonus amounts paid under the ANB Annual Incentive Plan, and (ii) payouts under the ANB Performance Share Plan. Under the terms of the plan, the executive may elect to have the deferred amount be subject to the cash payment provisions of the plan, or translate the deferred amount into ANB common stock equivalents. Under the terms of the merger agreement, all deferred amounts held in this plan will be converted into an obligation to pay cash at the effective time of the merger in accordance with the terms of the plan. Under the terms of the plan, the amounts held under the cash payment provision will be paid in cash equal to the amount accrued for such participant under the plan. For amounts designated to be deferred into common stock equivalents, the total payout will be equal to the total number of stock equivalents in each participant’s account as of the effective time of the merger multiplied by the $80.00 per share cash consideration. The aggregate amount held in the accounts of the executive officers, as a group that will be distributed in connection with the completion of the merger is $9,583,361, none of which will be received from amounts that will vest due to the completion of the merger. This amount gives effect to the ANB common stock dividend scheduled to be paid in January 2008.

Director Deferral of Compensation Plans

Non-employee directors of ANB may elect to defer payment to a specified date of all or any portion of their annual retainer and attendance fees under the ANB Deferral of Compensation Plan for Non-Employee Directors. In addition, non-employee directors that serve on certain subsidiary bank boards may elect to defer subsidiary bank board fees under the ANB Deferral of Compensation Plan for Non-Employee Directors of the Subsidiary Banks. Under the terms of these plans, the non-employee directors may elect to have the deferred amount be subject to the cash payment provisions of the plan, or translate the deferred amount into ANB common stock equivalents. Under the terms of the merger agreement, all deferred amounts held in these plans will be converted

into an obligation to pay cash at the effective time of the merger in accordance with the terms of the plans. Under the terms of each of the plans, the amounts held under the cash payment provision will be paid in cash equal to the amount accrued for such participant under the plan. For amounts designated to be deferred into common stock equivalents, the total cash payout shall be equal to the total number of stock equivalents in each participant’s account as of the effective time of the merger multiplied by the $80.00 per share cash consideration. The aggregate amount held in the accounts of the non-employee directors, as a group, that will be distributed in connection with the completion of the merger is approximately $5,720,422, none of which will be received from amounts that will vest due to the completion of the merger. This amount gives effect to future anticipated ANB board and committee meeting fees prior to the merger and the ANB common stock dividend scheduled to be paid in January 2008.

Indemnification and Insurance

As described below under “The Merger Agreement—Additional Agreements,” the merger agreement requires RBC Centura, upon closing of the merger, to indemnify and hold harmless all past and present officers, directors and employees of ANB and its subsidiaries to the same extent they are indemnified or have the right to advancement of expenses under ANB’s or its subsidiaries’ charter documents and indemnification agreements and to the fullest extent permitted by law. The merger agreement also provides that, subject to the limitations described in the merger agreement, RBC Centura will cause the individuals serving as officers and directors of ANB or its subsidiaries immediately prior to the merger to continue to be covered by ANB’s existing directors’ and officers’ liability insurance policy for a period of six years after completion of the merger.

THE MERGER AGREEMENT

The following is a summary of the material provisions of the merger agreement. This summary is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Appendix A to this document and is incorporated into this document by reference. You should read the merger agreement in its entirety, as it is the legal document governing this transaction.

General

The merger agreement provides that ANB will merge with and into RBC Centura, which is a wholly owned subsidiary of RBC, with RBC Centura continuing as the surviving corporation. The articles of incorporation and bylaws of RBC Centura as in effect immediately prior to the effective time of the merger will be the articles of incorporation and bylaws of the surviving corporation upon completion of the merger. The directors and officers of RBC Centura immediately prior to the merger will continue as directors and officers of RBC Centura after the merger. In addition, John H. Holcomb, III will join the board of RBC Centura.

Closing; Effect of the Merger

Under the merger agreement, subject to the satisfaction or waiver of the conditions to the merger, the closing date of the merger will occur within five business days after the satisfaction or waiver of all conditions to closing, or such other date to which the parties agree. The merger will be completed and become effective upon the date and time specified in the certificate of merger filed with the Delaware Secretary of State and articles of merger filed with the North Carolina Secretary of State. This is referred to as the “effective time.”

Under Delaware and North Carolina law, at the effective time:

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the separate corporate existence of ANB will cease;

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RBC Centura will be the surviving corporation to the merger;

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RBC Centura will possess all the rights, privileges, powers and franchises, and will be subject to all the restrictions, disabilities and duties which ANB possessed or to which ANB was subject prior to the merger; and

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all real and personal property owned by ANB, and all debts due to ANB on whatever account, will be vested in RBC Centura by operation of law.

The merger is currently expected to be completed during the second quarter of RBC’s fiscal year, which runs from February 1, 2008 to April 30, 2008. However, completion of the merger could be delayed if there is a delay in obtaining the required regulatory approvals or in satisfying any other conditions to the merger. There can be no assurances as to whether, or when, the parties will obtain the required regulatory approvals or complete the merger. If the merger is not completed by June 1, 2008, either RBC Centura or ANB may terminate the merger agreement, unless the failure to complete the merger by such date is because of a breach of the merger agreement caused by the party seeking termination.

Public Trading Markets

RBC common shares are currently traded on the NYSE, the TSX and the Swiss Exchange under the symbol “RY.” ANB common stock is currently traded on the Nasdaq Global Select Market under the symbol “ALAB.” Upon completion of the merger, ANB common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act. The RBC common shares issued pursuant to the merger agreement will be traded on the NYSE, the TSX and the Swiss Exchange.

The RBC common shares to be issued in connection with the merger will be freely transferable under the Securities Act, except for shares issued to any stockholder who may be deemed to be an affiliate of RBC or ANB, as discussed in “—Restrictions on Resales by Affiliates” below.

Merger Consideration

As a result of the merger, for each share of ANB common stock you own you will receive, based on your election, either (i) RBC common shares worth $80.00, as described below, or (ii) $80.00 in cash (referred to as the “per share cash amount”), subject to certain proration procedures designed to ensure that the aggregate consideration to be paid by RBC to all ANB stockholders will be, as nearly as practicable, 50% cash and 50% RBC common shares. Cash will be paid in lieu of fractional shares. Subject to the proration requirements described below, those stockholders of ANB who elect to receive RBC common shares will receive, for each share of ANB common stock, a number of RBC shares equal to $80.00 divided by the volume-weighted average market price of RBC common shares on the NYSE over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger (referred to as the “per share stock amount”). As explained below under “—Proration Procedures,” elections are subject to proration, as a result of which, under either election you may receive less cash and more RBC common shares, or fewer RBC common shares and more cash, than you elect.

ANB stockholders who do not submit a properly completed election form or revoke their election form prior to the election deadline will have their shares of ANB common stock designated as non-election shares, and such stockholders will receive the per share stock amount or per share cash amount, as determined in accordance with the proration procedures. The merger agreement provides that the aggregate amount of cash payable in the merger will not exceed 50% of the product of (i) $80.00 and (ii) the number of shares of ANB common stock issued and outstanding immediately prior to the effective time.

Election Procedures; Surrender of Stock Certificates

Election Forms. You will be mailed a form of election and other appropriate transmittal materials no more than 40 and no fewer than 26 business days prior to the anticipated effective time so as to permit you to exercise your right to make an election prior to the election deadline, which is 5:00 p.m., Birmingham, Alabama time, on January 31, 2008. Each form of election will allow you to make cash or stock elections or a combination of both.

If you wish to elect the type of consideration you will receive in the merger, you should carefully review and follow the instructions that will be set forth in the form of election. Stockholders who hold their shares of ANB common stock in “street name” through a bank, broker or other nominee should follow the instructions of the bank, broker or other nominee for making an election with respect to such shares.

To make a valid election, each holder of ANB common stock must submit a properly completed form of election in accordance with the instructions provided by the exchange agent, so that it is actually received by the exchange agent at or prior to the election deadline in accordance with the instructions in the form of election. Within five business days after the effective time, the exchange agent will allocate cash and RBC common shares among ANB stockholders, consistent with their elections and the proration procedures.

If you hold your ANB shares in certificate form and you do not return your ANB stock certificate(s) (or a properly completed guarantee of delivery) with the election form, properly completed and signed, or if you hold your ANB shares in “street name” through a bank, broker or financial intermediary and you do not provide instructions to your bank, broker or financial intermediary to make an election on your behalf through the Depository Trust Company (“DTC”), you will be deemed to have made NO ELECTION regarding your ANB common stock, and will receive cash, RBC common shares or a combination of both depending on the elections of other ANB stockholders.

If you do not surrender your stock certificates at the time you submit an election form, your election will not be valid and you will receive instructions from the exchange agent on where to surrender your ANB stock certificates after the merger is completed.

Please do not forward your ANB stock certificates and election form with your proxy cards. Stock certificates and election forms should be returned to the exchange agent in accordance with the instructions that will be contained in the election form.

A stockholder will be entitled to make the election with respect to each share of ANB stock held by such stockholder on a share-by-share basis. Accordingly, if you are a holder of ANB common stock, you may specify on your form of election different elections with respect to different shares held by you (for example, if you hold 100 shares, you could make a cash election with respect to 60 shares and a stock election with respect to the other 40 shares).

Election Deadline. The election deadline is 5:00 p.m., Birmingham, Alabama time, on January 31, 2008. RBC and ANB will issue a press release announcing any extension of the election deadline.

Revocation. Generally, an election may be revoked or changed, but only by written notice received by the exchange agent prior to the election deadline accompanied by a properly completed and signed revised form of election. If an election is revoked, or the merger agreement is terminated, and any certificates have been transmitted to the exchange agent, the exchange agent will promptly return those certificates to the stockholder.

Non-Election Shares. Shares of ANB common stock as to which the holder has not made a valid election prior to the election deadline, including as a result of revocation, or shares of ANB common stock as to which a holder has no preference as to the receipt of cash or RBC common shares will be deemed non-election shares. If it is determined that any purported cash election or stock election was not properly made, the purported election will be deemed to be of no force or effect and the holder making the purported election will be deemed not to have made an election for these purposes, unless a proper election is subsequently made on a timely basis.

Exchange Agent. RBC has appointed Computershare Investor Services Inc. to act as exchange agent for the exchange of stock certificates pursuant to the merger.

Delivery of Per Share Stock Amount and Per Share Cash Amount. RBC will deposit with the exchange agent the shares representing RBC’s common shares and cash to be issued or paid, as the case may be, to ANB stockholders in exchange for their shares of ANB common stock. Upon surrendering his or her certificate(s) representing shares of ANB common stock, together with a signed letter of transmittal, each ANB stockholder will be entitled to receive, as applicable: (i) certificate(s) representing a number of whole RBC common shares (if any) determined in accordance with the election and proration procedures, (ii) a check representing the amount of cash (if any) to which such holder shall have become entitled and (iii) a check representing the amount of cash (if any) in lieu of fractional shares. Until you surrender your ANB stock certificates for exchange, you will not be paid dividends or other distributions declared after the merger with respect to any RBC common shares into which your shares have been exchanged. No interest will be paid or accrued to ANB stockholders on the cash consideration, cash in lieu of fractional shares or unpaid dividends and distributions, if any. After the completion of the merger, there will be no further transfers of ANB common stock. ANB stock certificates presented for transfer will be canceled and exchanged for the merger consideration.

If your stock certificates have been lost, stolen or destroyed, you will need to prove your ownership of these certificates and that they were lost, stolen or destroyed before you receive any consideration for your shares. Upon request, RBC will send you instructions on how to provide evidence of ownership.

ANB, RBC, RBC Centura, the exchange agent or any other person will not be liable to any ANB stockholder for any amount properly delivered to a public official under applicable abandoned property, escheat or similar laws.

Neither ANB nor RBC is making any recommendation as to whether ANB stockholders should elect to receive cash or RBC common shares in the merger. Each ANB stockholder must make his or her own decision with respect to such election.

Proration Procedures

No guarantee can be made that you will receive the amounts of cash or RBC common shares you elect. As a result of the proration procedures and other limitations outlined in this proxy statement/prospectus and in the merger agreement, you may receive RBC common shares or cash in amounts that vary from the amounts you elect to receive.

Proration Generally. Your right to elect to receive cash or RBC common shares as consideration in the merger is subject to certain proration procedures designed to ensure that the aggregate consideration to be paid by RBC to all ANB stockholders will be, as nearly as practicable, 50% cash and 50% RBC common shares. If proration is necessary to ensure this allocation of overall consideration, you may receive a portion of the merger consideration in a form other than that which you elected.

Proration if Cash Election is Oversubscribed. RBC common shares may be issued to ANB stockholders who make cash elections if cash elections are oversubscribed such that the aggregate cash amount that would otherwise be paid in the merger is greater than 50% of the total consideration.

If the aggregate cash elections are oversubscribed, then:

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each ANB stockholder making a stock election, no election or an invalid election will receive the per share stock amount for each share of ANB common stock as to which he, she or it made a stock election, no election or an invalid election;

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the exchange agent will select from among the shares that have made a cash election, by a pro rata selection process, a sufficient number of shares to receive the per share stock amount such that the aggregate cash amount that would otherwise be paid in the merger equals as closely as practicable 50% of the total consideration, and the shares so selected will be converted into the right to receive the per share stock amount rather than cash as originally elected; and

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cash election shares not selected to receive the per share stock amount by the exchange agent will be converted into the right to receive the per share cash amount.

Example A. Oversubscription of Cash Elections

Assuming that:

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the total consideration payable in the merger is $1,600,000,000, as a result of which only $800,000,000 may be paid in cash consideration, and

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the cash consideration that would be payable based on the number of cash election shares is $1,000,000,000,

then an ANB stockholder making a cash election with respect to 1,000 shares of ANB common stock would receive the per share cash amount with respect to 800 shares of ANB common stock and the per share stock amount with respect to the remaining 200 shares of ANB common stock.

Proration if the Stock Election is Oversubscribed. Cash may be issued to ANB stockholders who make stock elections if stock elections are oversubscribed such that the aggregate value of RBC common shares that would otherwise be issued in the merger is greater than 50% of the total consideration.

If the aggregate stock elections are oversubscribed, then:

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each ANB stockholder making a cash election will receive the per share cash amount for each share of ANB common stock as to which he, she or it made a cash election;

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the exchange agent will select from among the non-election shares and then (if necessary) from among the stock election shares, by a pro rata selection process, a sufficient number of shares to receive the

per share cash amount such that the aggregate cash amount that would otherwise be paid in the merger equals as closely as practicable 50% of the total consideration, and the shares so selected will be converted into the right to receive the per share cash amount rather than stock as originally elected; and

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stock election shares and non-election shares not selected to receive the per share cash amount by the exchange agent will be converted into the right to receive the per share stock amount.

Example B. Oversubscription of Stock Elections

Assuming that:

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the total consideration is $1,600,000,000, as a result of which only $800,000,000 may be paid in RBC common share consideration, and

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the RBC common share consideration that would be payable based on the number of stock election shares is $1,000,000,000,

then an ANB stockholder making a stock election with respect to 1,000 shares of ANB common stock would receive the per share stock amount with respect to 800 shares of ANB common stock and the per share cash amount with respect to the remaining 200 shares of ANB common stock.

Allocation if the Cash Election is Sufficiently Subscribed. If the aggregate cash amount that would otherwise be paid to ANB stockholders in the merger based on valid elections is equal or nearly equal to 50% of the total consideration, then:

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each ANB stockholder making a cash election will receive the per share cash amount with respect to each share of ANB common stock as to which he, she or it made a cash election;

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each ANB stockholder making a stock election will receive the per share stock amount with respect to each share of ANB common stock as to which he, she or it made a stock election; and

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each ANB stockholder making no election or an invalid election will receive the per share stock amount with respect to each share of ANB common stock as to which he, she or it made no election or an invalid election.

Allocation if Neither the Cash Election nor the Stock Election is Sufficiently Subscribed. If as a result of ANB stockholders failing to properly elect their preferred form of consideration, the aggregate of all the elections for cash is less than 50% of the total consideration and the aggregate of all the elections for stock is less than 50% of the total consideration, then:

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each ANB stockholder making a cash election will receive the per share cash amount with respect to each share of ANB common stock as to which he, she or it made a cash election;

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each ANB stockholder making a stock election will receive the per share stock amount with respect to each share of ANB common stock as to which he, she or it made a stock election; and

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the exchange agent will then allocate among the non-election shares an amount of cash and RBC common shares such that the aggregate cash amount that would otherwise be paid in the merger equals as closely as practicable 50% of the total consideration.

Example C. Undersubscription of Cash and Stock Elections

Assuming that:

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the total consideration payable in the merger is $1,600,000,000, as a result of which only $800,000,000 may be paid in cash consideration,

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the cash consideration that would be payable based on the number of cash election shares is $700,000,000, and

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the stock consideration that would be payable based on the number of stock election shares is $600,000,000,

then each ANB stockholder making a cash election will receive the per share cash amount with respect to each share of ANB common stock as to which he, she or it made a cash election, each ANB stockholder making a stock election will receive the per share stock amount with respect to each share of ANB common stock as to which he, she or it made a stock election and each ANB stockholder making no election or an invalid election will receive 67% of the consideration in RBC common shares and 33% in cash.

Fractional Shares. Based on the formula used to calculate the number of RBC common shares to be exchanged for shares of ANB common stock for those so electing, ANB stockholders may be entitled to fractional RBC common shares in exchange for their shares of ANB common stock. However, RBC will not issue any fractional common shares in the merger. An ANB stockholder who would receive a fraction of an RBC common share will instead receive an amount in cash (without interest) equal to (i) the fraction of an RBC common share that such holder would otherwise be entitled to receive multiplied by (ii) the volume-weighted average market price of RBC common shares on the NYSE over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger.

Withholding

The exchange agent will be entitled to deduct and withhold from the cash consideration, cash in lieu of fractional shares, cash dividends or distributions payable to any holder of ANB common stock the amounts it is required to deduct and withhold under any federal, state, local or foreign tax law. If the exchange agent withholds any amounts, these amounts will be treated for all purposes of the transaction as having been paid to the ANB stockholders from whom they were withheld.

Treatment of ANB Stock Options and Other Stock-Based Awards

All outstanding ANB stock options at the effective time will be converted into cash equal to $80.00 per share less the exercise price for each such share subject to the stock option or award. Additionally, all deferred amounts held in stock equivalent accounts or otherwise pursuant to ANB’s or its subsidiaries’ deferral of compensation plans will be converted into cash equal to the number of stock equivalents in such deferral account multiplied by $80.00. All outstanding performance share awards under the ANB performance share plan will be converted into cash in such amounts determined pursuant to the terms of the performance share plan.

Shares Held by Dissenters

Each outstanding share of ANB common stock as to which a holder has perfected his dissenter’s appraisal rights granted pursuant to Section 262 of the Delaware General Corporation Law will not be converted into or represent a right to receive any merger consideration, and the holder will be entitled only to such rights as are granted under the Delaware General Corporation Law. See “Dissenters’ Rights of Appraisal.”

Declaration and Payment of Dividends

ANB has agreed that, until the merger is completed, it will not pay dividends other than regular quarterly cash dividends not in excess of $0.41 per share of ANB common stock. ANB has also agreed to coordinate the declaration of dividends so that holders of ANB common stock will not receive two dividends for any quarter with respect to their ANB common stock and any RBC common shares any holder receives in the merger. RBC

and ANB have agreed that the dividend of $0.41 per share of ANB common stock declared by the ANB board of directors and scheduled for payment on January 3, 2008 to ANB stockholders of record on December 15, 2007 will be paid.

Conditions to Complete the Merger

The respective obligations of RBC, RBC Centura and ANB to complete the merger are subject to the fulfillment or waiver of certain conditions, including:

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holders of a majority of the outstanding shares of ANB’s common stock must approve and adopt the merger agreement;

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each company must have obtained all authorizations, consents, orders and approvals required by any federal and/or state regulatory agency, or other governmental authority, including, without limitation, the Federal Reserve Board, which are necessary for the consummation of the merger;

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RBC’s registration statement under the Securities Act relating to the RBC common shares to be issued in the merger must be declared effective and not be subject to a stop order;

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RBC, RBC Centura and ANB must not be subject to any temporary restraining order, preliminary or permanent injunction or other order by any federal or state court or agency which prevents the completion of the merger;

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RBC common shares to be issued in the merger must have been authorized for listing on the NYSE and the TSX;

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each company must have performed in all material respects its covenants under the merger agreement prior to the effective time, and each company must have received a certificate from the other company to that effect;

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the representations and warranties of each company made in the merger agreement must be true and correct as of the effective time, and each company must have received a certificate from the other company to that effect; and

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each company must have received an opinion of its own legal counsel, dated as of the effective time, that the merger will be treated for federal income tax purposes as a reorganization under Section 368(a) of the Internal Revenue Code.

We cannot provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party. As of the date of this document, we have no reason to believe that any of these conditions will not be satisfied.

Representations and Warranties

The merger agreement contains generally customary representations and warranties of ANB, on the one hand, and RBC and RBC Centura, on the other hand, relating to their respective businesses. With the exception of certain specified representations that must be true and correct in all respects or true and correct except to a de minimis extent, no representation or warranty of ANB on the one hand, or of RBC or RBC Centura, on the other hand, will be deemed untrue or incorrect for any purpose under the merger agreement, and no party will be deemed to have breached a representation or warranty for any purpose, in any case as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with any representations or warranties, has had or would be reasonably likely to have a material adverse effect with respect to ANB or RBC, respectively. The term “material adverse effect” means a material adverse effect on (i) the business, results of operations or financial condition of a party and its subsidiaries taken as a whole (provided, however, that, with respect to this clause (i), a material adverse effect shall not be deemed to include effects to the extent resulting

from (A) changes in generally accepted accounting principles or regulatory accounting requirements applicable to banks or savings associations and their holding companies, generally, (B) changes, after the date of the merger agreement, in laws, rules or regulations of general applicability to banks or savings associations and their holding companies, generally, or interpretations thereof by courts or governmental entities, (C) changes in global or national political conditions (including the outbreak of war or acts of terrorism) or in general economic or market conditions affecting banks, savings associations or their holding companies generally, (D) consummation or public disclosure of the merger agreement or the transactions contemplated thereby, or (E) the performance by ANB or any of its subsidiaries of its obligations under the merger agreement, provided, further, in the case of (C) that such changes do not have a demonstrably materially more adverse effect on such party and its subsidiaries collectively than that experienced by similarly situated banks or bank holding companies, as applicable, and their subsidiaries collectively); or (ii) the ability of such party to timely consummate the transactions contemplated by the merger agreement.

The representations and warranties of each of ANB, on the one hand, and RBC and RBC Centura, on the other hand, were made solely for the benefit of the other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the merger agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Moreover, certain representations and warranties in the merger agreement were used for the purpose of allocating risk between ANB, on the one hand, and RBC and RBC Centura, on the other hand. Accordingly, you should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about ANB, RBC or RBC Centura.

Additionally, the representations and warranties of the parties that are contained in the merger agreement:

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will not survive the effective time and cannot be the basis for any claims under the merger agreement by the other party after termination of the merger agreement except if willfully false as of the date of the merger agreement;

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are subject to the materiality standard described above, which may differ from what may be viewed as material by you; and

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were made only as of the date of the merger agreement or such other date as is specified in the merger agreement.

ANB has made representations and warranties to RBC Centura regarding the following matters, among others:

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its organization and good standing and the organization and good standing of its subsidiaries;

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its capital structure;

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its authority relative to the execution and delivery of, and performance of its obligations under, the merger agreement;

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the absence of material conflicts between its obligations under the merger agreement and its charter documents and material contracts to which it is a party or by which it is bound;

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consents and approvals required to consummate the merger;

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the filing of and the disclosures made in documents, including financial statements and other reports, required by regulatory agencies and the SEC;

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the accuracy of its financial statements;

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its obligations to brokers and finders;

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the absence of certain material changes or events since December 31, 2006;

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the existence of pending or threatened material litigation involving or affecting ANB;

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timely filing of tax returns and the compliance with certain tax laws;

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the operation of employee benefit plans in compliance with the Employee Retirement Income Security Act of 1974, as amended, or ERISA, and other employee benefit matters;

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compliance with certain labor laws and the absence of material labor issues;

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the existence of agreements which by their terms are affected by a change in control;

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compliance with laws, orders, permits and duties;

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the existence of material agreements, loans, commitments and contracts and the absence of material defaults;

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the existence and compliance with regulatory requirements of derivative transactions such as swap transactions and other credit support or risk management transactions;

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title to all investment securities or commodities owned by ANB and compliance with investment, securities, commodities, risk-management and other policies, practices and procedures;

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certain information regarding ANB’s loan portfolio;

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the ownership and maintenance of ANB’s real and personal property;

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the ownership and validity of ANB’s intellectual property;

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compliance with certain environmental laws and the absence of environmental liabilities;

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the existence of leases relating to properties occupied by ANB;

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the absence of any agreement securitizing the assets of ANB;

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the transaction’s qualification, to ANB’s knowledge, as a reorganization under Section 368(a) of the Internal Revenue Code;

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ANB’s receipt of a fairness opinion from KBW;

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the representations and warranties of ANB not containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make a statement not materially misleading; and

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ANB’s maintenance of insurance policies.

RBC and RBC Centura have made representations and warranties, jointly and severally, to ANB regarding the following matters, among others:

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their respective organization and good standing and the organization and good standing of subsidiaries;

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the capital structure of RBC;

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their respective authority relative to the execution and delivery of, and performance of their respective obligations under, the merger agreement;

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the absence of material conflicts between their obligations under the merger agreement and their charter documents and material contracts to which either of them is a party or by which it is bound;

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consents and approvals required to consummate the merger;

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the filing of and the disclosures made in documents, including financial statements and other reports, required by regulatory agencies and the SEC;

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the accuracy of RBC’s financial statements;

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their respective obligations to brokers and finders;

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the absence of certain material changes or events since October 31, 2006;

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the existence of pending or threatened material litigation involving or affecting RBC or RBC Centura;

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timely filing of tax returns and the compliance with certain tax laws;

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compliance with laws, orders, permits and duties;

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the transaction’s qualification, to RBC’s and RBC Centura’s knowledge, as a reorganization under Section 368(a) of the Internal Revenue Code;

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the availability to RBC of sufficient funds to deliver the per share cash amount in the merger; and

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the representations and warranties of RBC and RBC Centura not containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make a statement not materially misleading.

Conduct of Business Pending the Merger

Each of ANB, RBC and RBC Centura has undertaken customary covenants that place restrictions on them and their respective subsidiaries until the effective time. ANB has agreed that, unless otherwise allowed by the merger agreement or consented to by RBC Centura, ANB and its subsidiaries will, prior to the effective time:

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conduct their businesses in the ordinary course in all material respects consistent with past practice;

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use commercially reasonable efforts to preserve the business organization of ANB and its advantageous business relationships, keep available the services of its key officers and employees and maintain existing relations with federal and state banking authorities; and

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take no action that would materially delay or adversely affect the ability of the parties to obtain required regulatory approvals for the merger, or materially adversely affect its ability to consummate the merger.

Without the written consent of RBC Centura, and except as allowed by the merger agreement or as set forth in ANB’s confidential disclosure schedule, ANB has agreed not to take any of the following actions, and has agreed not to permit its subsidiaries to take any of the following actions, prior to the effective time:

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incur any indebtedness for borrowed money, assume or guarantee obligations of a third party or make any loan or advance, capital contribution or investment, except for actions which are in the ordinary course of business consistent with past practice;

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adjust, split, combine or reclassify any of its common stock, or declare or make any dividend or other distribution, or purchase or redeem, any shares of capital stock, except for dividends paid by any subsidiary to ANB and other limited exceptions; provided, however, that ANB may make open-market purchases pursuant to its 401(k) plan and dividend reinvestment plan, and that ANB may make normal and customary quarterly cash dividends on its common stock not exceeding $0.41 per share;

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issue or sell any securities, options, warrants or rights to subscribe for securities or make other changes to its capital structure, other than in connection with any exercise of outstanding stock options or settlement of other existing equity-based awards;

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except as required by applicable law or as otherwise provided in the merger agreement, (i) increase the wages, salaries or incentive compensation of any employee, or, except for payments in the ordinary course of business consistent with past practice, pay or provide, or increase or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, benefits or other rights of any employee or (ii) establish, adopt or become a party to any new employee benefit or compensation plan or amend any company benefit plan; provided, however that it may enter into retention arrangements

with a limited number of key employees whose retention is deemed reasonably necessary by ANB to facilitate the consummation of the merger;

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except for certain real estate or for the sale of certain scheduled properties in arm’s-length transactions, sell, transfer, mortgage or encumber any material amount of properties or assets other than in the ordinary course of business;

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enter into any new line of business or change in any material respect any of its lending, investment, underwriting, risk and asset liability management and other banking, operating and servicing policies;

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make any material investments, contributions to capital, material property transfers or purchase of any material other property or assets;

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take any action or knowingly fail to take any action which is reasonably likely to prevent the merger’s qualification as a reorganization under Section 368(a) of the Internal Revenue Code;

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make any change or amendment to its charter documents or terminate, amend or waive any provisions of any confidentiality or standstill arrangements;

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other than in prior consultation with RBC Centura, restructure or materially change its investment securities portfolio or its gap position, or the manner in which the portfolio is classified or reported;

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commence or settle any claim, action or proceeding where the amount in dispute is in excess of $250,000 or subjects ANB to any material restrictions on its current or future business or operations;

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take any action or fail to take any action that is intended or may reasonably be expected to result in any of the conditions to the merger not being satisfied;

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implement or adopt any material change in its tax accounting or financial accounting principles, practices or methods, other than as may be required by applicable law, GAAP or regulatory guidelines;

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file or amend any tax return other than in the ordinary course of business, or make any significant change in any method of tax or accounting or any tax election, or settle or compromise any tax liability in excess of $250,000;

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except for transactions in the ordinary course of business consistent with past practice, terminate or waive any material provision of any contract or make any change in any instrument or agreement governing the terms of any of its securities or material lease or contract;

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take any action that would materially impede or materially delay the ability of the parties to obtain any necessary regulatory or governmental approvals required for the transaction;

•

other than with respect to outstanding offers of employment, hire any new employee or fire any current employee with annual compensation greater than $150,000;

•

(1) make any loan other than in the ordinary course of business; (2) except pursuant to any agreement, indenture, undertaking, debt instrument, contract, lease, understanding or other commitment, to which the company or any company subsidiary is a party or by which any of them is bound or to which any of their properties is subject, existing on the date of the merger agreement, make any loan in excess of $15,000,000; (3) make forward rate commitments for a period in excess of six months with respect to the interest rate on any loan; or (4) make any loan (other than a residential real estate mortgage loan) with a term greater than ten years, and in no event will the interest rate on any such loan be set for more than five years; or

•

agree to take, make any commitment to take, or adopt any resolutions in support of, any of the foregoing.

Without the written consent of ANB, RBC and RBC Centura have agreed not to take, and have agreed not to allow any of their subsidiaries to take, any of the following actions prior to the effective time:

•

make any adverse change or amendment to their respective charter documents;

•

take any action or knowingly fail to take any action which is reasonably likely to prevent the merger’s qualification as a tax-free reorganization under Section 368(a) of the Internal Revenue Code;

•

take any action that is intended or may reasonably be expected to result in any of the conditions to the merger not being satisfied;

•

knowingly take any action that would reasonably be expected to materially impede or materially delay the ability of the parties to obtain any necessary regulatory or governmental approvals; or

•

agree to take, make any commitment to take, or adopt any resolutions in support of, any of the foregoing.

Additional Agreements

The merger agreement also contains agreements by the parties to take several other actions, such as:

•

to cooperate with each other and to prepare promptly and file all necessary documentation to obtain all required permits, consents, approvals and authorizations of third parties and governmental entities, including a joint proxy statement/prospectus and the registration statement for RBC common shares to be issued in the merger. However, the parties have agreed that nothing in the merger agreement will require RBC or RBC Centura to take any action or agree to any restriction, in connection with obtaining governmental approvals, that would reasonably be expected to have a material adverse effect on any of RBC Centura, RBC or ANB;

•

to provide each other with information concerning their respective businesses and to give each other access to their respective books, records, properties and personnel and to cause their subsidiaries to do the same;

•

to keep any non-public information of the other party confidential;

•

in the case of ANB, to convene a special meeting of ANB’s stockholders as soon as practicable to consider and vote on the proposed merger, and to use commercially reasonable efforts to obtain stockholder approval;

•

in the case of ANB, to use reasonable efforts to cause each of its affiliate stockholders to deliver to RBC Centura a written agreement restricting the ability of such person to sell or otherwise dispose of any RBC common shares held by that person other than in compliance with federal securities laws;

•

in the case of RBC, to cause the RBC common shares to be issued in the merger to be approved for listing on the NYSE and TSX;

•

in the case of RBC Centura, upon closing, to indemnify and hold harmless all past and present officers, directors and employees of ANB and its subsidiaries to the same extent they are indemnified or have the right to advancement of expenses under ANB’s or its subsidiaries’ charter documents and indemnification agreements and to the fullest extent permitted by law;

•

in the case of RBC Centura, to cause the directors and officers of ANB or any of its subsidiaries to continue to be covered by ANB’s existing directors’ and officers’ liability insurance policy for a period of six years after completion of the merger;

•

to give notice to the other party of any change or event that is reasonably likely to result in any material adverse effect or that would cause or constitute a material breach of any of its respective representations, warranties, covenants or agreements in the merger agreement;

•

to use all reasonable best efforts to complete the merger;

•

to coordinate with each other with respect to the declaration of any dividends on ANB’s common stock and the record dates and payment dates relating thereto;

•

in the case of ANB, to take all reasonable steps to ensure that entering into the merger agreement and closing the merger do not and will not result in the grant of any rights under ANB’s charter documents;

•

in the case of RBC Centura, to execute supplemental indentures and other instruments required to assume ANB’s outstanding trust preferred securities and guarantees;

•

to cooperate with each other regarding certain tax matters; and

•

to timely file or furnish to the SEC all reports required to be filed or furnished under the Securities Act or the Exchange Act.

Employee Matters

RBC Centura has agreed that, for a period of at least 12 months following the effective time, it will provide to those individuals actively employed by, or on an authorized leave of absence from, ANB or one of its subsidiaries as of the effective time (such employees are referred to as “covered employees”) with employee benefits, rates of base salary or hourly wage and annual bonus opportunities that are substantially similar, in the aggregate, to the aggregate rates of base salary or hourly wage and employee benefits and annual bonus opportunities provided to such covered employees under the ANB benefit plans as in effect immediately before the effective time.

In addition, RBC Centura will offer or provide to any covered employee retained by RBC Centura or any affiliate of RBC Centura participation in employee benefit plans and arrangements available for similarly situated employees of RBC Centura or its subsidiaries. RBC Centura will also cause its employee benefit plans to:

•

recognize the service of a covered employee with ANB or its subsidiaries for purposes of eligibility and vesting and benefit accrual under the employee benefit plans of RBC Centura or any of its subsidiaries; and

•

with respect to any health, dental or vision plan of RBC Centura or any of its subsidiaries in which any covered employee is eligible to participate:

^¡

cause any pre-existing condition limitations under such RBC Centura or subsidiary plan to be waived with respect to such covered employee; and

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recognize any medical or other health expenses incurred by such covered employee in the plan year that includes the effective time for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental or vision plan of RBC Centura or any of its subsidiaries.

For a covered employee who does not have an employment, change-in-control or severance agreement with ANB, if either of the following occurs within six months after the effective time:

•

such covered employee is terminated by RBC Centura due to a permanent or indefinite reduction in staff resulting in job elimination, reduction of a position as the result of an organizational or business restructuring, discontinuance of an operation, relocation of all or a part of RBC Centura’s business, sale of an operation to another company, or sale or other change in ownership of all or a part of RBC Centura’s business; or

•

such covered employee voluntarily resigns after being notified that, as a condition of employment, he or she must work at a location more than 30 miles from his or her former location of employment or that such covered employee’s base salary will be materially decreased,

then the covered employee will be entitled to receive severance payments and benefits from RBC Centura.

RBC and RBC Centura will establish a post-closing bonus plan for certain ANB subsidiary employees, with the participants, amounts and timing of such payments to be specified by ANB, subject to RBC Centura’s reasonable written consent, provided that an aggregate of up to $4,000,000 will be payable under such bonus plan following the closing of the merger.

See “Interests of ANB’s Executive Officers and Directors in the Merger” for a description of the employment agreements entered into between RBC Centura and certain executive officers of ANB.

Acquisition Proposals by Third Parties

ANB has agreed that it, its subsidiaries and their respective officers, directors, employees, agents and representatives will not, directly or indirectly solicit, initiate, encourage, facilitate (including by way of furnishing information) or take any other action designed to facilitate any inquiries or proposals regarding any merger, share exchange, consolidation, sale of assets, sale of shares of capital stock (including by way of a tender offer) or similar transactions involving ANB or its subsidiaries; participate in any discussions or negotiations regarding an acquisition transaction; or enter into any agreement regarding an alternative transaction. This is referred to as the “no-shop” provision.

If, however, ANB’s board of directors determines in good faith, after consultation with outside legal counsel, in the exercise of its fiduciary duties in accordance with applicable law, that an alternative proposal either constitutes or is reasonably likely to constitute a “superior proposal,” ANB may participate in negotiations concerning a proposal or furnish necessary information to a third party. ANB is required to notify RBC Centura immediately if any inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated with, ANB or its subsidiaries.

A “superior proposal” is defined in the merger agreement as:

•

a bona fide alternative proposal involving more than 50% of ANB’s assets or more than 50% of ANB’s common stock,

•

made in writing,

•

on terms that the ANB board of directors has determined in good faith (after consultation with its outside counsel and financial advisor) are more favorable to the ANB stockholders from a financial point of view than the terms of the merger agreement, after giving effect to any modifications (if any) proposed to be made to the merger agreement or any other offer by RBC Centura, and

•

which the ANB board of directors has determined in good faith (after consultation with its outside counsel and financial advisor) is reasonably likely to be consummated (if accepted).

The foregoing determinations are to be made after consultation with the board’s financial advisor and outside counsel after taking into account all appropriate legal, financial (including the financing terms of such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law.

If ANB receives a superior proposal, then the ANB board of directors may, prior to obtaining the required stockholder approval, if it determines in good faith, after consultation with outside counsel, that the failure to take any of the following actions would violate the board of director’s fiduciary duties to ANB’s stockholders:

•

withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to RBC Centura, the board’s recommendation of the merger agreement and the merger;

•

recommend the superior proposal; and/or

•

terminate the merger agreement in order to enter into a definitive agreement with respect to the superior proposal.

However, before the ANB board of directors can take any of the foregoing actions:

•

the superior proposal must not have resulted from a breach by ANB of the no-shop provision described above;

•

if ANB terminates the merger agreement in order to accept the superior proposal, it must pay the termination fee described below; and

•

ANB must have

•

provided prior written notice to RBC Centura of its intention to take any action with respect to a superior proposal at least four Nasdaq Global Select Market trading days in advance of taking such action, which notice shall:

•

set forth the material terms and conditions of the superior proposal (including the identity of the party making the superior proposal), and

•

include a copy of the relevant proposed transaction agreements with the party making the superior proposal and other material documents, including the then-current form of each definitive agreement with respect to the superior proposal; and

•

prior to effecting a change of recommendation, approving or recommending the superior proposal, or terminating the merger agreement to enter into a proposed definitive agreement with respect to the superior proposal, ANB must have:

•

provided RBC Centura the opportunity to submit an amended written proposal or to make a new written proposal to the ANB board of directors during the notice period described above, and

•

during the notice period, negotiated in good faith with RBC Centura (to the extent RBC Centura so requests in writing) to make such adjustments to the terms and conditions of the merger agreement so that such superior proposal ceases to constitute a superior proposal.

Termination of the Merger Agreement

General. ANB’s and RBC Centura’s respective boards of directors may mutually agree to terminate the merger agreement at any time before the effective time, whether before or after approval of the merger by ANB stockholders, by mutual written consent. In addition, either ANB or RBC Centura may unilaterally terminate the merger agreement:

•

at any time if the merger is not completed by June 1, 2008 (the date which is 270 days after the date of the merger agreement), unless the failure of the completion is due to the failure of the party seeking to terminate the merger agreement to comply with the terms of the merger agreement;

•

if any governmental authority whose approval is required for the merger has denied approval and such denial has become final and non-appealable or if any governmental authority of competent jurisdiction has issued any final and non-appealable order permanently enjoining or otherwise prohibiting consummation of the merger, or denying approval of the merger;

•

if the terminating party is not then in material breach of the merger agreement, and the other party has breached any representation, warranty or covenant which, if continued on the closing date, would result in a failure to comply with a closing condition, and such breach is not cured within 45 days following written notice; or

•

if the ANB stockholder meeting has been convened and a vote has been taken, and the merger agreement and the merger have not been approved by ANB stockholders.

Termination of the Merger Agreement by RBC Centura. RBC Centura may terminate the merger agreement if the ANB board of directors fails to recommend that the stockholders approve and adopt the merger agreement or, if after recommending the approval and adoption of the merger agreement, the ANB board of directors, in a manner adverse to RBC Centura:

•

withdraws, modifies or qualifies, or proposes to withdraw, modify or qualify, its recommendation;

•

takes any public action or makes any public statement inconsistent with its recommendation; or

•

recommends any alternative proposal.

Termination of the Merger Agreement by ANB. ANB may also terminate the merger agreement, prior to the receipt of the requisite stockholder vote, in order to enter into a definitive agreement with respect to a superior proposal.

Effects of Termination. If the merger agreement is terminated, it will become void, and other than as described below under the caption “—Termination Fee,” there will be no liability on the part of any party or its respective officers and directors, except that the following titled sections of the merger agreement will survive termination:

•

Access to Information; Confidentiality;

•

Fees and Expenses;

•

Nonsurvival of Representations, Warranties and Agreements;

•

Notices;

•

Entire Agreement; No Other Representations;

•

Governing Law; and

•

Publicity.

Neither ANB nor RBC Centura will be released from any liabilities or damages arising from a willful breach of the merger agreement.

Termination Fee. Under certain circumstances ANB is required to pay to RBC Centura a termination fee equal to $60 million upon termination of the merger agreement. The termination fee would become payable if the merger agreement is terminated under any of the following circumstances:

(1)

If:

(A)

RBC Centura terminates the merger agreement because:

•

ANB is in material breach and RBC Centura is not in material breach of the merger agreement;

•

ANB’s board of directors fails to recommend in the proxy statement/prospectus that its stockholders approve and adopt the merger agreement;

•

in a manner adverse to RBC Centura, the ANB board of directors takes any public action or makes any public statement inconsistent with its recommendation or recommends any other merger, sale of assets or other significant transaction (generally described as an “alternative proposal”); or

•

the merger agreement and the merger have not been approved by ANB stockholders; and

(B)

both of the following occur:

•

before such termination, an alternative transaction with respect to ANB was commenced, publicly proposed, publicly disclosed or received; and

•

within 12 months after such termination, (x) ANB enters into a definitive written agreement relating to the alternative transaction or (y) the alternative transaction is consummated.

(2)

(A)

ANB receives an alternative proposal; and

(B)

both of the following occur:

•

the ANB board of directors does not take action to convene the special meeting of stockholders and/or recommend that the stockholders approve and adopt the merger agreement; and

•

within 12 months after such receipt, (x) ANB enters into a definitive written agreement relating to an alternative transaction or (y) any alternative transaction is consummated.

(3)

If ANB terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal.

Waiver and Amendment

The merger agreement provides for waiver and amendment of its provisions under certain circumstances. Provisions of the merger agreement may be extended or waived before the effective time by either RBC Centura or ANB, as the case may be. In addition, the merger agreement may be amended or supplemented at any time. An amendment occurring after ANB stockholders approve the merger that adversely changes the amount or form of consideration for the merger that ANB stockholders receive may not occur without additional approval by ANB stockholders. An amendment occurring after ANB stockholders approve the merger that adversely changes the articles of incorporation of the surviving corporation or the terms of the merger agreement may not occur without additional approval by ANB stockholders. Any waiver or amendment will be effective only if provided in a written instrument that is signed by either ANB, RBC Centura or both if necessary to be bound thereby.

Fees and Expenses

Except as described above under “—Termination of the Merger Agreement; Termination Fee” in general, all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring such expenses.

Restrictions on Resales by Affiliates

Affiliates of ANB, as defined under Rule 145 under the Securities Act, generally may not sell their RBC common shares acquired in the merger, except pursuant to an effective registration statement under the Securities Act, in compliance with Rule 145 under the Securities Act or pursuant to another applicable exemption from the registration requirements of the Securities Act.

ANB has agreed in the merger agreement to use its commercially reasonable efforts to cause each person who is an affiliate of ANB for purposes of Rule 145 under the Securities Act to deliver to RBC a written agreement intended to ensure compliance with the Securities Act.

DISSENTERS’ RIGHTS OF APPRAISAL

Delaware law entitles the holders of shares of ANB common stock, who follow the procedures specified in Section 262 of the Delaware General Corporation Law, or DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive “fair value” of their shares as of completion of the merger instead of the merger consideration, as determined by the court.

Ensuring perfection of appraisal rights can be complicated. The procedural rules are specific and must be followed precisely. A stockholder’s failure to comply with these procedural rules may result in his or her becoming ineligible to pursue appraisal rights.

The following is intended as a brief summary of the material provisions of the Delaware statutory procedures required to be followed in order to dissent from the merger and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262 of the DGCL, a copy of which is attached as Appendix C to this document.

Section 262 requires that stockholders be notified of their appraisal rights not less than 20 days before the meeting of stockholders to vote on the approval and adoption of the merger agreement. A copy of Section 262 must be included with such notice. This document constitutes ANB’s notice to the holders of shares of ANB common stock of the availability of appraisal rights in connection with the merger in compliance with the requirements of Section 262. If you are an ANB stockholder and wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 attached as Appendix C to this document.

Any ANB stockholder wishing to exercise the right to demand appraisal under Section 262 must satisfy the following three conditions:

•

deliver to ANB a written demand for appraisal of your shares of ANB common stock before the vote with respect to the approval and adoption of the merger agreement is taken; this written demand must be separate from your proxy. A vote against the merger agreement will not constitute a demand for appraisal;

•

not vote in favor of the approval and adoption of the merger agreement. A proxy that does not contain voting instructions will, unless revoked, be voted in favor of the approval and adoption of the merger agreement. Therefore, an ANB stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against approval and adoption of the merger agreement or abstain from voting on the merger agreement. If you return a proxy card and either fail to vote against approval and adoption of the merger agreement or fail to note that you are abstaining, your appraisal rights will terminate even if you previously filed a written demand for appraisal; and

•

continuously hold your shares of ANB common stock through the completion of the merger.

If you fail to comply with these three conditions and the merger is completed, you will be entitled to receive the merger consideration for your shares of ANB common stock as provided for in the merger agreement, but you will have no appraisal rights with respect to your shares of ANB common stock.

All demands for appraisal should be addressed to the Secretary of ANB at 1927 First Avenue North, Birmingham, Alabama 35203, before the vote on the merger agreement is taken at the special meeting, and should be executed by, or on behalf of, the record holder of the shares for which appraisal rights are being exercised. The demand must reasonably inform ANB of the identity of the holder and the intention of the holder to demand appraisal of his, her or its shares of ANB common stock. If your shares of ANB common stock are held through a broker, bank, nominee or other third party, and you wish to demand appraisal rights you must act promptly to instruct the applicable broker, bank nominee or other third party to follow the steps summarized in this section.

A written demand for appraisal of ANB common stock is only effective if it is signed by, or for, the stockholder of record who owns such shares at the time the demand is made. The demand must also be signed precisely as the stockholder’s name appears on his or her stock certificate. If you are the beneficial owner of ANB common stock, but not the stockholder of record, you must have the stockholder of record sign any demand for appraisal. If you own ANB common stock in a fiduciary capacity, such as a trustee, guardian or custodian, you must disclose the fact that you are signing the demand for appraisal in that capacity. If you own ANB common stock with more than one person, such as in a joint tenancy or tenancy in common, all of the owners must sign, or have signed for them, the demand for appraisal. An authorized agent, including an agent for one or more of the joint owners, may sign the demand for appraisal for a stockholder of record; however, the agent must expressly disclose who the stockholder of record is and that the agent is signing the demand as that stockholder’s agent.

If you are a record owner, such as a bank or broker, who holds ANB common stock as a nominee for others, you may exercise a right of appraisal with respect to the shares of ANB common stock held for one or more beneficial owners, while not exercising such right for other beneficial owners. In such a case, you should specify in the written demand the number of shares of ANB common stock as to which you wish to demand appraisal. If you do not expressly specify the number of shares, the demand will be presumed to cover all the shares of ANB common stock that are in your name.

It is important that ANB receive all written demands before the vote concerning the merger agreement is taken at the ANB special meeting of stockholders. As explained above, this written demand should be signed by, or on behalf of, the stockholder of record.

Within 10 days after the effective time, RBC Centura must give written notice that the merger has become effective to each ANB stockholder who has properly filed a written demand for appraisal. At any time within 60 days after the effective time, any holder who has demanded an appraisal has the right to withdraw the demand and to accept the merger consideration in accordance with the merger agreement for his or her shares of ANB common stock. Within 120 days after the effective time, either RBC Centura or any holder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all holders entitled to appraisal. RBC Centura has no obligation to file such a petition in the event there are dissenting stockholders. Accordingly, the failure of an ANB stockholder to file such a petition within the period specified could nullify the ANB stockholder’s previously written demand for appraisal.

If you have complied with the conditions of Section 262, you are entitled to receive, upon written request, a statement from RBC Centura which sets forth the number of shares not voted in favor of the merger agreement and that have demanded appraisal rights and the number of stockholders who own those shares. In order to receive this statement you must send the written request to RBC Centura within 120 days after the effective time. RBC Centura must mail this statement within 10 days after it receives the written request or within 10 days after the expiration of the period for the delivery of demands, whichever is later.

If a petition for appraisal is duly filed by a holder and a copy of the petition is delivered to RBC Centura, RBC Centura will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Chancery Court with a duly verified list containing the names and addresses of all holders who have demanded an appraisal of their shares. After notice to dissenting ANB stockholders, the Chancery Court is empowered to conduct a hearing upon the petition, and to determine those ANB stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided thereby. The Chancery Court may require the ANB stockholders who have demanded payment for their shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any ANB stockholder fails to comply with that direction, the Chancery Court may dismiss the proceedings as to that ANB stockholder.

After determination of the ANB stockholders entitled to appraisal of their shares, the Chancery Court will appraise the shares of ANB common stock, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest. When the value is determined, the Chancery Court will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding, if the Chancery Court so determines, to the holders entitled to receive the same, upon surrender by such holders of the certificates representing those shares of ANB common stock.

In determining fair value, the Chancery Court is required to take into account all relevant factors. You should be aware that the fair value of your shares as determined under Section 262 could be more, the same, or less than the value that you are entitled to receive under the terms of the merger agreement.

In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger v. UOP, Inc., the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

In addition, Delaware courts have decided that a stockholder’s statutory appraisal remedy may or may not be a dissenter’s exclusive remedy, depending on the factual circumstances.

Costs of the appraisal proceeding may be imposed upon the parties participating in the appraisal proceeding by the Chancery Court as the Chancery Court deems equitable in the circumstances. Upon the application of an ANB stockholder, the Chancery Court may order all or a portion of the expenses incurred by any ANB stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal. Any ANB stockholder who had demanded appraisal rights will not, after the effective time, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares, other than with respect to payment as of a record date prior to the effective time; however, if no petition for appraisal is filed within 120 days after the effective time, or if the ANB stockholder delivers a written withdrawal of his or her demand for appraisal and an acceptance of the merger within 60 days after the effective time, then the right of that ANB stockholder to appraisal will cease and that holder will be entitled to receive the merger consideration for his, her or its shares of ANB common stock pursuant to the merger agreement. Any withdrawal of a demand for appraisal made more than 60 days after the effective time may only be made with the written approval of the surviving corporation and must, to be effective, be made within 120 days after the effective time.

Under the merger agreement, if any dissenting ANB stockholder fails to perfect or has effectively withdrawn or lost its appraisal rights before the election deadline, each of such holder’s shares of ANB common stock will be deemed to be non-election shares unless such stockholder makes a valid election before the election deadline. If any dissenting ANB stockholder fails to perfect or has effectively withdrawn or lost its appraisal rights after the election deadline, each of such holder’s shares of ANB common stock will be converted, as of the effective time, into the right to receive only the stock consideration or only the cash consideration or a combination of both the stock consideration and the cash consideration, as determined in accordance with the

merger agreement. For further details on the “election deadline,” “non-election shares,” the “effective time,” “stock consideration” and “cash consideration,” see “The Merger Agreement—Election Procedures; Surrender of Stock Certificates.”

Any dissenting ANB stockholder who perfects its rights to be paid the value of its shares will recognize taxable gain or loss upon receipt of cash for such shares for federal income tax purposes. See “Material Tax Considerations.” Any cash ultimately paid to a dissenting ANB stockholder who perfects its rights to be paid the fair value of its shares will be considered cash consideration paid for purposes of the limit on cash to be paid to ANB stockholders in the merger described under “The Merger Agreement—Election Procedures; Surrender of Stock Certificates.”

In view of the complexity of Section 262, holders of shares of ANB common stock who may wish to dissent from the merger and pursue appraisal rights should promptly consult their legal advisors.

DESCRIPTION OF RBC SHARES

Set forth below is a summary of the material terms of the RBC common shares as specified in the Bank Act and RBC’s bylaws. The following summary of share capital is not complete and is qualified in its entirety by RBC’s bylaws and the actual terms and conditions of such shares.

As of October 31, 2007, approximately 17% of the outstanding RBC common shares were held of record by 11,968 persons having addresses in the U.S. To the knowledge of RBC, there are no holders of common shares that are the beneficial owners of 5% or more of the RBC common shares.

General Description

RBC’s authorized share capital consists of an unlimited number of common shares without nominal or par value and an unlimited number of first preferred shares and second preferred shares without nominal or par value, issuable in series, which classes may be issued for a maximum consideration of $20 billion and $5 billion, respectively.

RBC Common Shares

As of October 31, 2007, RBC had 1,276,260,033 common shares outstanding. The holders of RBC’s common shares are entitled to vote at all meetings of shareholders except meetings at which only holders of a specified class, other than common shares, or series of shares are entitled to vote. The holders of common shares are entitled to receive dividends as and when declared by the board of directors, subject to the preference of the preferred shares. After payment to the holders of the preferred shares of the amount or amounts to which they may be entitled, and after payment of all outstanding debts, the holders of the common shares will be entitled to receive any remaining property upon liquidation, dissolution or winding-up.

RBC Preferred Shares

First preferred shares may be issued, from time to time, in one or more series with such rights, privileges, restrictions and conditions as the board of directors may determine, subject to the Bank Act and to RBC’s bylaws. Currently, Non-Cumulative First Preferred Shares Series N, W, AA, AB, AC, AD, AE, AF and AG are outstanding. The Non-Cumulative First Preferred Shares Series N and Series W are, subject to the consent of the Superintendent of Financial Institutions (Canada) and the requirements of the Bank Act, redeemable or exchangeable by RBC into common shares. In addition, on and after August 24, 2008, Non-Cumulative First Preferred Shares Series N will be convertible by the holders into common shares. The first preferred shares are entitled to preference over the second preferred shares and common shares and over any other shares ranking junior to the first preferred shares with respect to the payment of dividends and in the distribution of property in the event of liquidation, dissolution or winding-up.

Second preferred shares may be issued, from time to time, in one or more series with such rights, privileges, restrictions and conditions as the board of directors may determine, subject to the Bank Act and to RBC’s bylaws. There are no second preferred shares currently outstanding. Second preferred shares would rank junior to the first preferred shares. Second preferred shares would be entitled to preference over the common shares and over any other shares ranking junior to the second preferred shares with respect to the payment of dividends and in the distribution of property in the event of RBC’s liquidation, dissolution or winding-up.

Holders of the first and second preferred shares are not entitled to any voting rights as a class except as provided under the Bank Act or RBC’s bylaws. Under the Bank Act, RBC may not create any other class of shares ranking equal with or superior to a particular class of preferred shares, increase the authorized number of, or amend the rights, privileges, restrictions or conditions attaching to such class of preferred shares, without the approval of the holders of that class of preferred shares.

Any approval to be given by the holders of the first and second preferred shares may be given in writing by the holders of not less than all of the outstanding preferred shares of each class or by a resolution carried by the affirmative vote of not less than 66² /3% of the votes cast at a meeting of holders of each class of preferred shares at which a quorum is represented. A quorum at any meeting of holders of each class of preferred shares is 51% of the shares entitled to vote at such meeting, except that at an adjourned meeting there is no quorum requirement.

Registration and Transfer Agent

Computershare Trust Company of Canada is the main transfer agent and registrar of the RBC common shares with offices in the cities of Montreal, Calgary, Halifax, Toronto, Winnipeg and Vancouver. In the United States, Computershare Trust Company, N.A. is the co-transfer agent, from its office in Colorado.

Dividends

The directors of RBC may declare, and RBC may pay, dividends in money or property or by the issue of shares of RBC or options or rights to acquire fully paid shares of RBC. The directors of RBC may not declare, and RBC may not pay, a dividend if there are reasonable grounds for believing that the payment would cause RBC to be in contravention of the capital adequacy and liquidity regulations of the Bank Act or any guideline or direction of the Superintendent of Financial Institutions (Canada) respecting the maintenance of adequate capital and liquidity.

RBC pays dividends in Canadian dollars. For RBC shares held through DTC by any shareholder in the U.S., any dividend will be converted into U.S. dollars by the DTC participant.

Voting Rights

The holders of RBC common shares are entitled to notice of, to attend and to one vote per share at all meetings of the shareholders of RBC except where only the holders of a specified class or series of shares, other than common shares, are entitled to vote.

The Bank Act prohibits any person from exercising voting rights attached to shares of a Canadian bank beneficially owned by any government or any governmental agency of Canada or any province of Canada, by the government of any foreign country, or any political subdivision or agency of any foreign country.

RBC may require any person who acquires RBC common shares pursuant to the merger to furnish a declaration relating to ownership, in a form prescribed by RBC.

The Bank Act provides that resolutions and elections decided at a shareholders’ meeting are by a majority of the votes cast, subject to the compulsory provisions of the Bank Act. Shareholders’ resolutions requiring a vote by simple majority include elections of directors and the appointment of auditors.

Under the Bank Act, a special resolution passed at a shareholders’ meeting with a majority of at least two-thirds of the votes cast at such meeting or a resolution signed by all the shareholders entitled to vote on that resolution is required to, among other things:

•

create new classes of shares;

•

change the designation or attributes of any class or series of shares;

•

divide any class of shares into series;

•

change the number (or minimum or maximum number) of directors;

•

change the name of the bank; or

•

change the province in Canada where the head office is situated.

Liquidation Rights

Under the Bank Act, RBC may be dissolved, at any time when it is not insolvent, by a shareholders’ special resolution, which must be passed by a majority of at least two-thirds of the votes cast, and if RBC has issued more than one class of shares, by at least two-thirds of the votes cast by each class of shares whether or not those shareholders are otherwise entitled to vote, subject to approval of the Minister of Finance (Canada).

After the payment to the holders of the first preferred shares and second preferred shares of the amount or amounts to which they may be entitled, the holders of the common shares are entitled to receive the remaining property of RBC upon dissolution.

The first preferred shares have preference over the second preferred shares and the common shares with respect to distribution of the assets of RBC in the event of the liquidation, dissolution or winding-up of RBC. The second preferred shares are subordinate to the first preferred shares and entitled to preference over the common shares with respect to the distribution of assets of RBC in the event of the liquidation, dissolution or winding-up of RBC.

Preemptive Rights

Under RBC’s bylaws, the shareholders of RBC have no preemptive rights upon any issuance of shares whether for cash or non-cash consideration or for no consideration.

Limitations Affecting Holders of RBC Shares

The Bank Act contains restrictions on the issue, transfer, acquisition, beneficial ownership and voting of all shares of a chartered bank. The following is a summary of such restrictions.

Subject to certain exceptions contained in the Bank Act, no person may be a major shareholder of a bank having equity of C$8 billion or more (which includes RBC). A person is a major shareholder of a bank if (i) the aggregate of the shares of any class of voting shares of the bank beneficially owned by that person, by entities controlled by that person and by any person associated or acting jointly or in concert with that person is more than 20% of that class of voting shares; or (ii) the aggregate of shares of any class of non-voting shares of the bank beneficially owned by that person, by entities controlled by that person and by any person associated or acting jointly or in concert with that person is more than 30% of that class of non-voting shares. Additionally, no person may have a significant interest in any class of shares of a bank (including RBC) unless the person first receives the approval of the Minister of Finance (Canada). For purposes of the Bank Act, a person has a significant interest in a class of shares of a bank where the aggregate of any shares of the class beneficially owned by that person, by entities controlled by that person and by any person associated or acting jointly or in concert with that person exceeds 10% of all of the outstanding shares of that class of shares of such bank.

The Bank Act also prohibits the registration of a transfer or issue of any shares of a Canadian bank to any government or governmental agency of Canada or any province of Canada, or to any government of any foreign country, or any political subdivision or agency of any foreign country.

Under the Bank Act, RBC cannot redeem or purchase any shares for cancellation unless the prior consent of the Superintendent of Financial Institutions (Canada) has been obtained.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT OF ANB

The following table sets forth the number and percentage of outstanding shares of ANB common stock beneficially owned as of December 11, 2007 by:

•

each director and named executive officer of ANB;

•

all ANB directors and executive officers as a group; and

•

beneficial owners of 5% or more of ANB’s common stock.


Name	Number of Shares of ANB Common Stock⁽¹⁾⁽²⁾	% of Shares of ANB Common Stock⁽³⁾
W. Ray Barnes⁽⁴⁾	107,309	*
Bobby A. Bradley	1,383	*
Dan M. David⁽⁵⁾	79,329	*
Griffin A. Greene⁽⁶⁾	64,069	*
John H. Holcomb, III⁽⁷⁾	136,135	*
John D. Johns⁽⁸⁾	53,663	*
John J. McMahon, Jr.⁽⁹⁾	685,599	3.3	%
C. Phillip McWane^(10)(18)	1,268,238	6.2	%
William D. Montgomery	36,361	*
Richard Murray, IV⁽¹¹⁾	85,586	*
Drayton Nabers Jr.⁽¹²⁾	45,015	*
G. Ruffner Page, Jr.^(13)(18)	692,878	3.4	%
John M. Plunk⁽¹⁴⁾	29,424	*
William Britt Sexton⁽¹⁵⁾	213,941	1.0	%
W. Stancil Starnes	53,846	*
W. Edgar Welden	70,994	*
William E. Matthews, V⁽¹⁶⁾	66,645	*
James R. Thompson, III⁽¹⁷⁾	11,123	*
All ANB Directors & Executive Officers as a Group (21 persons)	3,564,016	17.3	%

*	Reflects ownership of less than 1%.

⁽¹⁾

The number of shares of ANB common stock reflected in the table is the number of shares which are deemed to be beneficially owned under the federal securities laws. Shares deemed to be beneficially owned include shares as to which, directly or indirectly, through any contract, relationship, arrangement, understanding, or otherwise, either voting power or investment power is held or shared. Unless otherwise stated, the named person has the sole voting and sole investment power for the shares indicated.

⁽²⁾

The share amounts reported also include common stock equivalents held by directors under the ANB Plan for the Deferral of Compensation for Non-Employee Directors and the ANB Plan for the Deferral of Compensation by Non-Employee Directors of the Subsidiary Banks and by certain executive officers under the ANB Plan for the Deferral of Compensation by Key Employees, entitling such directors and executive officers to receive upon distribution a share of ANB common stock for each stock equivalent. The number of stock equivalents included are as follows: Mr. Barnes, 5,906; Ms. Bradley, 1,383; Mr. David, 7,054; Mr. Greene, 514; Mr. Holcomb, 35,491; Mr. Johns, 11,946; Mr. McMahon, 8,829; Mr. McWane, 6,632; Mr. Montgomery, 5,079; Mr. Murray, 25,110; Mr. Page, 9,451; Mr. Plunk, 1,370; Mr. Sexton, 248; Mr. Starnes, 12,064; Mr. Welden, 5,098; Mr. Matthews, 24,745; and Mr. Thompson, 5,975.

⁽³⁾

Percentage of ownership is based on 20,598,537 shares of ANB common stock, representing 20,411,083 shares outstanding as of December 11, 2007, and 187,454 shares of common stock equivalents held in deferred compensation plans of directors and certain executive officers. In the case of persons who possess outstanding stock options, percentage of ownership is based on the shares described in the previous sentence and the number of shares underlying options held by such persons exercisable within 60 days from said

date. Percentage of ownership with respect to all directors and executive officers as a group also includes options held by such directors and executive officers to purchase 31,948 shares of ANB common stock within 60 days from said date.

⁽⁴⁾	A total of 71,253 shares are pledged by Mr. Barnes as security for a line of credit.

⁽⁵⁾	Includes stock options to purchase 5,000 shares of ANB common stock. Includes 3,457 shares held by Mr. David’s wife, of which Mr. David disclaims beneficial ownership.

⁽⁶⁾

Includes stock options to purchase 1,448 shares of ANB common stock. Includes 327 shares held by Mr. Greene’s wife. Also includes 6,537 shares held in a limited liability partnership of which Mr. Greene’s minor children are partners. Also includes 29,075 shares held by a limited partnership, of which Mr. Greene is a limited partner and a corporation controlled by Mr. Greene is the general partner. Mr. Greene shares voting and investment power with respect to these 29,075 shares. A total of 55,243 shares are pledged by Mr. Greene and the limited partnership for use as security or collateral.

⁽⁷⁾

Includes stock options to purchase 20,000 shares of ANB common stock. Includes 700 shares held by Mr. Holcomb as custodian for his three children and 500 shares held by Mr. Holcomb’s wife in an individual retirement account. Also includes 5,259 shares held in ANB’s 401(k) Employee Capital Accumulation Plan. A total of 70,535 shares are pledged by Mr. Holcomb as security for a $400,000 line of credit at a third party bank.

⁽⁸⁾

Includes 1,000 shares held by Mr. Johns’ wife in an individual retirement account, 1,500 shares held for the benefit of Mr. Johns’ wife in the James A. Dunlap Children’s Trust and the Nancy D. Johns Subtrust, and 2,000 shares held by Mr. Johns’ wife as custodian for their minor children. Mr. Johns disclaims beneficial ownership of these shares.

⁽⁹⁾

Includes 187,995 shares held by the Anna McWane Trust, 67,340 shares held by the James R. McWane, Jr. Marital Trust, and 21,435 shares held by the Jonathan B. McWane Trust. Mr. McMahon is the trustee for each of these trusts. Also includes 300,000 shares held in a family partnership pursuant to which Mr. McMahon shares the power to vote and invest the shares with his wife, his three children, and the spouses of two of those children. Also includes 96,830 shares held by Mr. McMahon’s wife, of which Mr. McMahon disclaims beneficial ownership.

⁽¹⁰⁾

Includes 184,692 shares owned by H & P Partners of Alabama, L.P., a family limited partnership, of which Mr. McWane has shared voting and investment control. Includes 1,061,986 shares held in the Charles Phillip McWane Grantor Annuity Trust, of which Mr. McWane shares investment control. Also includes 14,928 shares held by Mr. Page as custodian for the minor children of Mr. McWane, of which Mr. McWane disclaims beneficial ownership. The address for Mr. McWane is 2900 Highway 280, Suite 300, Birmingham, Alabama 35223.

⁽¹¹⁾	Includes 1,600 shares held by Mr. Murray’s wife. Includes 47,702 shares held jointly by Mr. Murray with his wife. Includes 4,206 shares held in ANB’s 401(k) Employee Capital Accumulation Plan.

⁽¹²⁾	Includes 4,000 shares held by the Fairfax and Drayton Nabers Charitable Foundation, of which Mr. Nabers is President. Also includes 29,400 shares held by Mr. Nabers’ spouse.

⁽¹³⁾

Includes 417,768 shares held by the William McWane Trust for the benefit of Phillip McWane and 174,070 shares held by the William McWane Trust for the benefit of Anna McWane. Mr. Page is the trustee for each of these trusts. Also includes 1,500 shares held by Mr. Page as custodian for his three minor children. Also includes 15,000 shares held in three separate trusts for the benefit of Mr. McWane’s children, of which Mr. Page serves as the trustee for each of these trusts. Does not include 14,928 shares held by Mr. Page as custodian for the minor children of Mr. McWane, of which Mr. Page disclaims beneficial ownership. Includes 8,000 shares held by Mr. Page’s wife, of which Mr. Page disclaims beneficial ownership. The address for Mr. Page is 2900 Highway 280, Suite 300, Birmingham, Alabama 35223.

⁽¹⁴⁾	Includes 646 shares held by Mr. Plunk’s wife in an individual retirement account, of which Mr. Plunk disclaims beneficial ownership. Also includes 16,629 shares held by the Maund Family Limited Partnership, a family limited partnership, of which Mr. Plunk has shared voting and investment control.

⁽¹⁵⁾

Includes 32,000 shares held by PTS, LLC, of which Mr. Sexton is the managing member, 11,000 shares held by Sexton Investments, LLC, of which Mr. Sexton is the managing member, and 57,089 shares held by Sexton’s, Inc., of which Mr. Sexton is the chief executive officer. Also includes 2,111 shares held by the Sexton Foundation, of which Mr. Sexton is the president. Also includes 14,100 shares held by the Beau Moss Trust, 10,000 shares held by the Gray Sexton Trust, and 11,918 shares held by the Kristi Moss Trust.

Mr. Sexton is the trustee for each of these trusts. Also includes 47,052 shares held by Mr. Sexton’s parents, of which Mr. Sexton shares voting and investment control with his parents. Includes 211 shares held by Mr. Sexton’s wife in an individual retirement account. The 57,089 shares owned by Sexton’s, Inc. are pledged as security or collateral.

⁽¹⁶⁾	Includes 41,700 shares owned jointly with Mr. Matthews’s wife. Also includes 200 shares held by Mr. Matthews as custodian for his two minor children.

⁽¹⁷⁾	Includes 1,662 shares of ANB common stock held in two separate trusts, of which Mr. Thompson is the trustee, for the benefit of Mr. Thompson’s siblings. Also includes 52 shares held in ANB’s 401(k) Employee Capital Accumulation Plan.

⁽¹⁸⁾

Each of these individuals has filed a joint Schedule 13G with the SEC to acknowledge that they are part of a group formed for the purpose of acquiring, holding, voting, and disposing of more than 5% of the outstanding ANB common stock. These individuals beneficially own, in the aggregate, 1,961,116 shares or 9.5% of the outstanding shares of ANB common stock. Includes common stock equivalents and excludes a total of 14,928 shares, of which beneficial ownership is disclaimed by Mr. Page, as disclosed in note 13 above.

COMPARISON OF RIGHTS OF ANB STOCKHOLDERS AND RBC SHAREHOLDERS

As a result of the merger, some ANB stockholders will receive RBC common shares in exchange for their shares of ANB common stock. ANB is a corporation organized under the laws of the State of Delaware and subject to the DGCL. RBC is a Schedule I bank chartered under and subject to the Bank Act. The Bank Act is RBC’s charter. Certain differences, including but not limited to those described below, exist between the rights of ANB stockholders and the rights of RBC shareholders.

The following is a summary of the material differences between the rights of ANB stockholders and of RBC shareholders. These differences arise from the differences between the DGCL and the Bank Act, the governing instruments of ANB and RBC, and securities laws and regulations governing the two companies. The following summary, however, is not a complete description of the laws of Delaware or of Canada, RBC’s bylaws, ANB’s articles of incorporation and bylaws, and other rules or laws referred to in this summary. This summary is qualified in its entirety by reference to, in the case of ANB stockholder rights, the DGCL, ANB’s amended and restated certificate of incorporation, as amended (the “certificate of incorporation”) and amended and restated bylaws (“bylaws”), and in the case of RBC shareholder rights, the Bank Act and the bylaws of RBC.


	RBC	ANB
Corporate Governance	The Bank Act (which is RBC’s charter) and RBC’s bylaws principally govern the rights of holders of RBC common shares.	ANB’s certificate of incorporation and bylaws and the DGCL govern the rights of holders of ANB common stock.

Authorized Capital	For a description of the capital structure of RBC, please see “Description of RBC Shares” beginning on page 78.	ANB’s certificate of incorporation authorizes a total of fifty million one hundred thousand (50,100,000) shares of stock, consisting of fifty million (50,000,000) shares of common stock, par value $1.00 per share, and one hundred thousand (100,000) shares of preferred stock, par value $1.00 per share.

Voting Rights	Holders of RBC common shares are entitled to one vote per share on all matters to be voted on by holders of RBC common shares. The holders of first preferred shares and second preferred shares are not entitled to vote at any meeting of shareholders of RBC nor are they entitled to receive any notice of or attend shareholders’ meetings except as provided in the Bank Act or in the rights, privileges, restrictions and conditions attached to any series. See “Description of RBC Shares” beginning on page 78.	Each holder of ANB common stock is entitled to one vote for each share of common stock held. ANB’s certificate of incorporation allows for the issuance of preferred stock in one or more classes or series. The voting rights, if any, of the holders of ANB preferred stock remain undetermined until fixed by resolution of the board of directors.

RBC

ANB

Shareholder Proposals and Nominations of Directors

Under the Bank Act, any RBC shareholder entitled to vote at an annual meeting of shareholders who for at least six months has been the registered holder or beneficial owner of the number of outstanding voting shares of RBC (i) that is equal to 1% of the total number of voting shares outstanding or (ii) whose fair market value is at least C$2,000 may submit to RBC notice of any matter that the shareholder proposes to raise at the meeting, and discuss at the meeting any matter in respect of which the shareholder would have been entitled to submit a proposal. If a proposal submitted to RBC by a shareholder meets the conditions set out in the Bank Act, RBC is required to include the proposal and, if requested, a statement by the shareholder in support of the proposal in its management proxy circular or to attach such information to its management proxy circular. The statement and the proposal together cannot exceed 500 words. RBC is not subject to the SEC’s rule on inclusion of shareholder proposals and supporting statements in its proxy materials.

A shareholder’s proposal which includes nominations for the election of directors must be signed by one or more registered holders or beneficial owners of shares representing in the aggregate not less than 5% of the shares or 5% of the shares of a class of shares of RBC entitled to vote at the meeting to which the proposal is to be presented.

Under the DGCL, any matter relating to the affairs of ANB that is appropriate for stockholder action is a proper subject for action at an annual meeting of stockholders, and, subject to certain provisions in the DGCL, need not be specifically stated in the notice of meeting. ANB is subject to the SEC’s rule requiring that it include stockholder proposals and supporting statements in its proxy materials if the requirements of the rule are satisfied.

ANB’s guidelines on significant governance issues establish procedures that stockholders must follow to nominate persons for election to the ANB board of directors. A stockholder may recommend director candidates for inclusion by the board in the slate of nominees which the board recommends to ANB’s stockholders for election. The qualifications of recommended candidates are reviewed by ANB’s Nominating and Corporate Governance Committee following substantially the same process and applying substantially the same criteria as for candidates submitted by board members. If the ANB board determines to nominate a stockholder-recommended candidate and recommends his or her election as a director by the stockholder, the name will be included in ANB’s proxy card for the stockholders meeting at which his or her election is recommended. The stockholder making the nomination must deliver a notice to ANB’s Nominating and Corporate Governance Committee setting forth certain information about the person to be nominated similar to the information required for disclosure in proxy solicitations for director election pursuant to Exchange Act Regulation 14A.


	RBC	ANB
Quorum Requirements	At any meeting of RBC common shareholders, 10 or more shareholders present in person and each entitled to vote at such meeting constitute a quorum for the transaction of business. If a quorum is not present at the opening of a meeting of shareholders the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. At a meeting of first preferred shareholders or second preferred shareholders of RBC, holders of not less than 51% of the outstanding shares entitled to vote at such meeting, present in person or represented by proxy, constitute a quorum. If a quorum is not constituted at such original meeting, the meeting will be adjourned to a date at least 15 days later. At such adjourned meeting, business may be transacted by first preferred shareholders or second preferred shareholders, as applicable, present in person or represented by proxy, whether or not they hold more or less than 51% of the outstanding shares entitled to vote at such meeting.	ANB’s bylaws provide that the holders of a majority of the stock issued and outstanding and entitled to vote, in person or by proxy, constitute a quorum at all meetings of ANB stockholders. If a quorum is not present, the present stockholders who are entitled to vote have the power to adjourn the meeting until such time as a quorum is present. At such adjourned meeting, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

Written Consent of Stockholders	Under the Bank Act, shareholders of a bank may take action without a meeting if a resolution in writing is signed by all the shareholders entitled to vote on that matter at a meeting of shareholders, except in certain circumstances relating to the removal or replacement of a director or the auditor of the bank.	Under the DGCL, stockholders may take action without a meeting if a consent in writing to such action is signed by the stockholders having not less than the minimum number of votes that would be necessary to take such action at a meeting, unless prohibited in the certificate of incorporation. ANB’s certificate of incorporation specifically limits stockholder action to annual or special meetings and denies stockholder action by written consent in lieu of a meeting.


	RBC	ANB
Preemptive Rights	The Bank Act allows for a pre-emptive right in respect of a class of shares if this right is specifically granted in the bylaws of a bank. The bylaws of RBC do not provide for pre-emptive rights.	Under the DGCL, stockholders of a corporation are denied preemptive rights unless such rights are expressly granted to stockholders in the certificate of incorporation. ANB’s certificate of incorporation does not provide for preemptive rights.

Dividends and Other Distributions	Under the Bank Act, holders of RBC common shares are entitled to receive dividends declared on each RBC common share held. The rates and amounts of preferential dividends attached to any series of first preferred shares or second preferred shares are fixed and set forth in the rights, privileges, restrictions and conditions attached to the respective series at the time of issuance of each series of first preferred shares or second preferred shares. The directors of RBC may not declare, and RBC may not pay, a dividend if there are reasonable grounds for believing that the payment would cause RBC to be in contravention of the capital adequacy and liquidity regulations of the Bank Act or any guideline or direction of the Superintendent of Financial Institutions (Canada) respecting the maintenance of adequate capital and liquidity. Under the Bank Act, RBC may pay dividends in money or in property or by the issue of shares of RBC or options or rights to acquire fully paid shares of RBC.	Under the DGCL, a corporation can pay dividends to the extent of its surplus, and, if no surplus is available, dividends can be paid to the extent of its net profits for the current and/or preceding fiscal year. Dividends cannot be declared, however, if the corporation’s capital has been diminished to an amount less than the aggregate amount of all capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets. Substantially all of the funds available for the payment of dividends by ANB are derived from its subsidiary banks, and there are various statutory limitations on the ability of such banks to pay dividends to ANB. ANB’s bylaws provide that dividends, if any, may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property or in shares of stock.


	RBC	ANB
	Under RBC’s bylaws, first preferred shares are entitled to a preference over second preferred shares and RBC common shares, and second preferred shares are entitled to a preference over RBC common shares with respect to the payment of dividends and the distribution of the assets of RBC among its shareholders for the purpose of winding up its affairs. First preferred shares of each series rank on a parity with first preferred shares of every other series and second preferred shares of each series rank on a parity with second preferred shares of every other series with respect to priority in payment of dividends and the distribution of the assets of RBC among its shareholders for the purpose of winding up its affairs. See “Description of RBC Shares.”

Size and Classification of Board of Directors; Election of Directors	The Bank Act requires that the number of directors on RBC’s board be at least seven. The RBC bylaws provide that the maximum number of directors on the board is 26. Currently, RBC’s board consists of a single class of 16 directors who are elected annually. The persons who receive the greatest number of votes at an election of directors at a shareholders’ meeting, up to the number authorized to be elected, are elected as RBC’s board of directors. The Bank Act also requires that no more than two-thirds of the directors may be affiliated with RBC, as specified by the Bank Act, and no more than 15% of the directors may be employees of RBC or a subsidiary of RBC, except that up to four of these employees may be directors if they constitute not more than 50% of the directors. Additionally, under the Bank Act, a majority of the directors of RBC must be resident Canadians and, except in limited circumstances, directors may not transact business at a meeting of directors or a committee of directors at which a majority of the directors present are not resident Canadians. The Bank Act also requires the directors of a bank to appoint from their members a chief executive officer who must be ordinarily resident in Canada.	ANB’s certificate of incorporation provides that the number of ANB directors which shall constitute the whole board of directors is determined from time to time by resolution and adopted by the affirmative vote of a majority of the board of directors. ANB’s certificate of incorporation further provides that the number of directors shall not be less than three or more than 20; provided that the number of directors shall not be decreased if such decrease would have the effect of shortening the term of an incumbent director. Currently, ANB’s board consists of a single class of 16 directors who are elected annually. Under the DGCL, the directors of a corporation are elected by a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, unless the certificate of incorporation provides for cumulative voting. ANB’s certificate of incorporation does not provide for cumulative voting. All directors are elected annually for a one-year term or until a successor is elected and qualified.


	RBC	ANB
Removal of Directors	Under the Bank Act, the shareholders of RBC may remove any director or all the directors from office by a majority of votes cast at a special meeting.	Under the DGCL, a majority of the shares entitled to vote may effect a removal of any director with or without cause.
Vacancies on the Board of Directors; Quorum	Under the Bank Act, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the bylaws by which the number or minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the bylaws. Additionally, RBC’s bylaws allow the directors to appoint one or more directors to hold office for a term expiring not later than the close of the next annual meeting of shareholders; provided that, pursuant to the Bank Act, the total number of directors so appointed does not exceed one-third of the number of directors elected at the previous annual meeting of shareholders. At any meeting of RBC’s board of directors, four directors constitute a quorum. The Bank Act provides, however, that the directors of a bank shall not transact business at a meeting of directors (or a committee of directors) unless one of the directors who is not affiliated with the bank is present and a majority of the directors present are resident Canadians.	When any vacancy occurs among the ANB directors, whether as a result of the creation of a new directorship or the death, resignation, retirement, disqualification or removal of a director, a majority of the remaining members of the board may appoint a director to fill such vacancy until the next election of directors. ANB’s bylaws provide that the Nominating and Corporate Governance Committee of the board proposes to the remaining directors a slate of candidates for the vacant position. At all meetings of the ANB board of directors, a majority of the directors constitutes a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum is considered to be the act of the board of directors. If a quorum is not present, the present directors may adjourn the meeting until such time as a quorum is present.
Reports to Shareholders; Other Public Information	RBC is subject to the information requirements of the Exchange Act and in accordance therewith files reports and other information with the SEC. Under a multijurisdictional disclosure system adopted by the SEC, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which may differ in material respects from the disclosure requirements applicable to U.S. companies. The reports, proxy statements and other information filed by RBC with the SEC can be inspected and copied at locations specified under “Where You Can Find More Information” beginning on page 107. RBC is exempt from the SEC’s rules under the Exchange Act prescribing the form and content of proxy statements, and its officers, directors and any holders of greater than 10% of shares are exempt from the reporting, short-swing profit recovery and short sale provisions contained in Section 16 of the Exchange Act.	ANB is subject to the informational requirements of the Exchange Act and, in accordance therewith, files reports, proxy statements and other information with the SEC. The reports, proxy statements and other information filed by ANB with the SEC can be inspected and copied at locations specified, or found at the internet address listed under “Where You Can Find More Information” beginning on page 107.


	RBC	ANB
Rights of Inspection

Shareholder List	Under the Bank Act, a list of RBC shareholders that sets out the names of the RBC shareholders, the number of shares owned by each shareholder and the address of each shareholder as shown in the records of RBC is available to any person upon request within 10 days after receipt by RBC of an affidavit, swearing that the list will not be used except in accordance with a permitted purpose, and payment of a reasonable fee.	Under the DGCL, a corporation is required to prepare, at least 10 days prior to a stockholders’ meeting, a list of stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. The list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting either (i) on a reasonably accessible electronic network or (ii) during ordinary business hours, at the principal place of business of the corporation. The list is also required to be made available for inspection during the stockholders meeting by any stockholder who is present.

Corporate Books and Records	The Bank Act requires that specified books and records be kept at RBC’s head office (which head office is required to be in Canada) or elsewhere in Canada as the directors see fit. Pursuant to the provisions of the Bank Act, RBC’s shareholders, creditors and their personal representatives may examine and take extracts from certain records during RBC’s regular business hours free of charge, or copy the records on payment of a reasonable fee and, where the bank has securities issued to the public, any other person may, on payment of a reasonable fee, examine such records and take extracts therefrom or copies thereof.	Under the DGCL, a stockholder has the right during normal business hours to inspect and make copies and extracts from the corporation’s stock ledger, a list of the corporation’s stockholders and other books and records of the corporation, after making a written demand under oath stating the purpose, so long as the purpose is reasonably related to the person’s interest as a stockholder.


	RBC	ANB
Meetings of Shareholders

Annual Meetings	Under the Bank Act and RBC’s bylaws, annual meetings of the shareholders of RBC are to be held in Canada within six months of the end of each financial year of RBC, at a time and place within Canada determined by the board of directors.	Under the DGCL, unless directors are elected by written consent in lieu of an annual meeting, an annual meeting of stockholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the corporation’s bylaws and any other proper business may be transacted at the annual meeting. ANB’s bylaws provide that the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time and place as is determined by the board of directors each year and as is stated in the notice of the meeting.

Special Meetings	Under the Bank Act a special meeting of the shareholders of RBC may be called at any time by the RBC directors. In addition, subject to the Bank Act, the holders of not less than 5% of the issued and outstanding shares of RBC that carry the right to vote at the meeting may request that the RBC directors call a meeting of shareholders for the purpose stated in the request. If the directors do not call a meeting within 21 days after receiving the requisition, any shareholder who signed the requisition requesting the directors to call the meeting may call the meeting.	Under the DGCL, stockholders of Delaware corporations do not have the right to call special meetings unless such right is conferred upon the stockholders in the corporation’s certificate of incorporation or bylaws. Neither ANB’s certificate of incorporation nor its bylaws confers to ANB stockholders the right to call a special stockholders meeting. ANB’s bylaws provide that a special stockholders meeting may be called by the chairman of the board of directors and by the president or secretary of ANB at the written request of a majority of the board of directors, which request shall state the purpose or purposes of the proposed meeting.


	RBC	ANB
Notice of Meetings	Under the Bank Act, notice of the time and place of a meeting of RBC shareholders must be sent not less than 21 days and not more than 60 days before the meeting to each director, the auditor of the bank, the Superintendent of Financial Institutions (Canada) and to each shareholder entitled to vote at the meeting.	Under the DGCL, stockholders generally must be provided written notice of a stockholders meeting not less than 10 days nor more than 60 days prior to a meeting. However, in the case of a stockholders meeting called to vote on a merger, consolidation or sale of substantially all of the assets of the corporation, stockholders must be given written notice of not less than 20 days before the meeting. ANB’s bylaws provide for stockholder notice consistent with the DGCL.

Shareholder Vote Required for Certain Actions

Business Combinations	Under the Bank Act, RBC may sell all or substantially all of its assets to another financial institution federally incorporated in Canada or to an authorized foreign bank in respect of its business in Canada if the purchasing financial institution or authorized foreign bank assumes all or substantially all of the liabilities of the Bank. The sale must also be approved by a special resolution of the shareholders passed by a vote of not less than two-thirds of the votes cast by shareholders who voted in respect of the resolution, with each share carrying the right to vote whether or not it otherwise carries the right to vote. The holders of each class or series of shares which are affected by the sale in a manner different from the shares of another class or series are entitled to vote separately as a class or series. The Minister of Finance must also approve the sale of all or substantially all of the assets of RBC. Under the Bank Act, RBC may apply to the Minister of Finance to amalgamate with one or more bodies corporate federally incorporated in Canada. Such an amalgamation (other than an amalgamation between a bank and a wholly-owned subsidiary of the bank) requires the approval by the shareholders by special resolution passed by a vote of not less than two-thirds of the votes cast by shareholders who voted in respect of the resolution, with each share carrying the right to vote whether or not it otherwise carries the right to vote. Additionally, the holders of each class or series of shares may be entitled to vote separately as a class or series in certain circumstances.	The DGCL permits a merger to become effective without the approval of the surviving corporation’s stockholders provided stockholder approval is not required by the corporation’s certificate of incorporation and certain other requirements are met. Under the DGCL, if the certificate of incorporation of the surviving corporation does not change following the merger, the amount of the surviving corporation’s common stock to be issued or delivered under the plan of merger does not exceed 20% of the total shares of outstanding voting stock immediately prior to the acquisition and the board of directors of the surviving corporation adopts a resolution approving the plan of merger, no stockholder approval is required. Where stockholder approval of a merger is required under the DGCL, a merger can be approved by a majority vote of the outstanding shares of capital stock of each class entitled to vote thereon, unless the certificate of incorporation requires a greater vote. If the proposed merger or other business combination were to involve an “interested stockholder,” however, the DGCL would impose supermajority approval requirements with certain qualifications. The ANB certificate of incorporation does not contain any supermajority requirements. See “—Antitakeover Effects of Certain Statutes and Bylaw Provisions” beginning on page 97. Under the DGCL, a corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property and assets, otherwise than in the usual and regular course of its business, only with the approval of the holders of a majority of the outstanding shares of the corporation entitled to vote thereon, unless the certificate or bylaws require a greater vote. ANB’s certificate of incorporation and bylaws do not require a greater vote.

RBC

ANB

Amendments of Governing Documents

The board of directors of RBC may make, amend or repeal any bylaw that regulates the business or affairs of the Bank. The RBC directors must submit a bylaw, or an amendment to or repeal of a bylaw, to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the bylaw, amendment or repeal. Generally, a bylaw, or an amendment to or repeal of a bylaw is effective from the date it is approved by directors until it is rejected or confirmed by the shareholders. However, certain changes of a substantial nature to the bylaws of RBC must be approved by a special resolution passed at a shareholders’ meeting with a majority of at least two-thirds of the votes cast at such meeting or by a resolution signed by all the shareholders entitled to vote on that resolution. Additionally, certain changes entitle the holders of each class of shares (and each series of a class, if the shares of that series are affected differently by the amendment from other shares of that class) to vote separately as a class or series, with each share carrying the right to vote whether or not it otherwise carries the right to vote. Substantial bylaw changes requiring shareholder approval by special resolution include changing the maximum number of authorized shares, creating new classes of shares, changing the designation of any or all of the shares of a bank, changing the shares of any class or series into a different number of shares, dividing a class of shares into series, increasing or decreasing the number of directors or the minimum or maximum number of directors, changing the name of the bank, or changing the province in which the head office is situated. Additionally, a change to the name of RBC must also be approved by the Superintendent of Financial Institutions (Canada).

A shareholder entitled to vote at an annual meeting of shareholders of RBC may make a proposal to make, amend or repeal a bylaw in accordance with the shareholder proposal requirements of the Bank Act.

Unless the certificate of incorporation provides otherwise, the DGCL requires only the affirmative vote of a majority of all outstanding voting shares to effect certain amendments to the certificate of incorporation. The DGCL requires the shares of a class to vote separately on amendments in certain circumstances. ANB currently has no separate classes of stock.

The DGCL states that only the stockholders are entitled to amend the bylaws of a corporation unless the corporation’s certificate of incorporation also specifically grants such authority to the board of directors. ANB’s certificate of incorporation permits the board of directors, as well as the stockholders, to amend ANB’s bylaws.


	RBC	ANB
Duties of Directors	Under the Bank Act, the directors of a bank manage or supervise the management of the business and affairs of the bank. In exercising their powers and discharging their duties, directors of RBC must act honestly and in good faith with a view to the best interests of RBC and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.	The board of directors is responsible for managing the business and affairs of a corporation under Delaware law. In discharging that responsibility, directors of Delaware corporations owe a duty of care and a duty of loyalty to the corporation, as well as to its stockholders. The Delaware courts have made clear that directors are required to exercise an informed business judgment in the performance of their duties. To do so, directors must have informed themselves of all material information reasonably available to them.

Limitation of Liability of Directors	The Bank Act does not permit a bank to limit the liability of a director for a breach of his or her duty to act in accordance with the Bank Act. Under the Bank Act, however, directors are not liable in respect of certain actions contrary to the Bank Act, including authorizing certain prohibited transactions or prohibited dividend payments, if they relied in good faith on financial statements represented to the directors by an officer of the bank or the bank’s auditors to reflect fairly the financial condition of the bank or on a report of a person whose profession lends credibility to a statement made by the professional.	Subject to certain exceptions, the DGCL permits the certificate of incorporation to include a provision that eliminates or limits a director’s liability to stockholders for monetary damages for any breach of fiduciary duty as a director. The certificate of incorporation, however, cannot eliminate the liability of a director for breach of the director’s duty of loyalty to the corporation or its stockholders; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; unlawful payment of dividends or unlawful stock purchase or redemption; or any transactions from which the director derived an improper personal benefit. ANB’s certificate of incorporation includes a provision restricting director liability to the extent permitted by the DGCL.

RBC

ANB

Indemnification of Directors and Officers

RBC’s bylaws provide that RBC will indemnify a director or officer of RBC or a former director or officer of RBC, or a person who acts or acted at RBC’s request as a director or officer of an entity of which RBC is or was a shareholder or creditor, and such person’s heirs and legal representatives (the “indemnified persons”), against all costs, charges, expenses and taxes, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of RBC or such an entity and including all taxes, duties, imposts or governmental charges whatsoever (“taxes”) levied on amounts paid to so indemnify such person against such costs, charges, expenses and taxes if: (i) the indemnified person acted honestly and in good faith with a view to the best interests of RBC; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such person had reasonable grounds for believing that such person’s conduct was lawful. RBC’s bylaws further provide that the foregoing indemnification will not apply in respect of an action by or on behalf of RBC to obtain a judgment in its favor unless the approval of a court is obtained as required by the Bank Act. RBC will exercise all reasonable efforts to obtain or assist in obtaining such approval.

Under the Bank Act, the indemnified persons referred to above are entitled to indemnity from RBC in respect of all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the person is subject because of their association with RBC or another entity, if the person seeking indemnity:

Under the DGCL, a corporation can indemnify its directors and officers if a director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation. Furthermore, the DGCL allows for a corporation to indemnify its directors and officers with respect to any criminal action, suit or proceeding when the director or officer had no reasonable cause to believe his conduct was unlawful. Indemnification generally is not allowed under the DGCL if a director or officer has been adjudged liable to the corporation. ANB’s bylaws authorize the indemnification of its directors and officers to the fullest extent permitted by law.

ANB’s bylaws provide that indemnified persons are entitled to indemnity from ANB in respect of all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with the action, suit or proceeding for which indemnification is appropriate.


	RBC	ANB
	• was not judged by the court or other competent authority to have committed any fault or omitted to do anything they ought to have done; and • fulfils the conditions set out in (i) and (ii) above. These indemnification provisions could be construed to permit or require indemnification for certain liabilities arising out of U.S. federal securities laws. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling RBC pursuant to the foregoing provisions, RBC has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable in the U.S.

Shareholder Suits	With the prior leave of a court having jurisdiction, a complainant may, on behalf of RBC or any of its subsidiaries, institute a shareholder derivative action under the Bank Act or intervene in an action under the Bank Act to which RBC or any of its subsidiaries is a party for the purpose of prosecuting, defending or discontinuing the action. Possible complainants include shareholders or former shareholders of RBC or any other proper person in the discretion of the court. No action may be brought and no intervention in an action may be made under the Bank Act unless the court is satisfied that: • the complainant has given not less than 14 days’ notice to the directors of RBC of the complainant’s intention to apply to the court if the directors of RBC do not bring, diligently prosecute or defend, or discontinue the action; • the complainant is acting in good faith; and	Under the DGCL, stockholders may bring derivative actions on behalf of the corporation to enforce the rights of the corporation. Prior to bringing an action, a stockholder plaintiff is required to make a demand on the directors of the corporation to assert the claim, unless the stockholder is able to show that making such a demand would be futile. In order to maintain a derivative suit, a person must have been a stockholder at the time of the transaction that is the subject of the suit and must also generally maintain status as a stockholder throughout the duration of the suit. In certain circumstances, class action lawsuits are available to stockholders.


	RBC	ANB
	• it appears to be in the interests of RBC that the action be brought, prosecuted, defended or discontinued. Under the Bank Act, the court in a derivative action may make any order it thinks fit, except that the court may not make any order in relation to any matter that would require the approval of the Minister of Finance or the Superintendent of Financial Institutions (Canada) under the Bank Act. Additionally, under the Bank Act, a court may order a bank or its subsidiary to pay reasonable legal fees incurred by the Superintendent of Financial Institutions (Canada) or the complainant in connection with the action.

Antitakeover Effects of Certain Statutes and Bylaw Provisions	The Bank Act contains restrictions on the issue, transfer, acquisition, beneficial ownership and voting of all shares of a chartered bank. Subject to certain exceptions contained in the Bank Act, no person may be a major shareholder of RBC or have a significant interest in any class of shares of RBC (see “Description of RBC Shares–Limitations Affecting Holders of RBC Shares” on page 80). Rules and policies of certain Canadian securities regulatory authorities contain requirements in connection with “related party transactions”. A related party transaction means, generally, any transaction by which an issuer (including RBC), directly or indirectly, consummates one or more specified transactions with a related-party including purchasing or disposing of an asset, issuing securities and assuming liabilities. The term “related party” includes directors and senior officers of the issuer and holders of voting securities carrying, whether alone or acting jointly or in concert, more than 10% of the voting rights attaching to all issued and outstanding voting securities of the issuer or of a sufficient number of	The DGCL prohibits a corporation from entering into certain “business combinations” between the corporation and an “interested stockholder” (generally defined as any person who is the beneficial owner of 15% or more of the outstanding voting shares of the corporation), unless the corporation’s board of directors has previously approved either (i) the business combination in question or (ii) the stock acquisition by which such interested stockholder’s beneficial ownership interest reached 15%. The prohibition lasts for three years from the date on which the interested stockholder’s beneficial ownership reached 15%. Notwithstanding the foregoing, the DGCL allows a corporation to enter into a business combination with an interested stockholder if: (i) the business combination is approved by the corporation’s board of directors and is authorized by an affirmative vote of at least two-thirds of the outstanding voting stock of the corporation which is not owned