ROYAL BANK OF CANADA U.S.$25,000,000,000 SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES E Distribution AgreementDistribution Agreement • January 28th, 2011 • Royal Bank of Canada \ • Commercial banks, nec • New York
Securities may be issued in book-entry form (each beneficial interest in a global Note, a “Book-Entry Note” and collectively, the “Book-Entry Notes”) and represented by one or more fully registered global Notes (each, a “Global Note” and collectively, the “Global Notes”) held by or on behalf of The Depository Trust Company, as depositary (“DTC”, which term includes any successor thereof), and recorded in the book-entry system maintained by DTC. Book-Entry Notes represented by a Global Note are exchangeable for definitive Notes in registered form, of like tenor and of an equal aggregate principal amount, by the owners of such Book-Entry Notes only upon certain limited circumstances described in the Prospectus.
ROYAL BANK OF CANADA US$ 25,000,000,000 SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES E CALCULATION AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND RBC CAPITAL MARKETS, LLC JANUARY 28, 2011Calculation Agency Agreement • January 28th, 2011 • Royal Bank of Canada \ • Commercial banks, nec • New York
This Calculation Agency Agreement is entered into by and between Royal Bank of Canada (the “Bank”) and RBC Capital Markets, LLC. The Bank proposes to issue and sell certain of its securities designated as Senior Global Medium-Term Notes, Series E (the “Notes”). The Notes are to be issued under the Indenture, dated as of October 23, 2003, as supplemented by the First Supplemental Indenture, dated as of July 21, 2006, and the Second Supplemental Indenture, dated as of February 28, 2007 (together, the “Indenture”), in each case between the Bank and The Bank of New York Mellon (as successor to the corporate trust business of JPMorgan Chase Bank, N.A.), as Trustee (the “Trustee”). The Notes are to be distributed pursuant to the terms of the Distribution Agreement, dated January 28, 2011 (the “Distribution Agreement”), among the Bank, RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner
ROYAL BANK OF CANADA US$25,000,000,000 SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES E EXCHANGE RATE AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND RBC CAPITAL MARKETS, LLC JANUARY 28, 2011Agreement • January 28th, 2011 • Royal Bank of Canada \ • Commercial banks, nec • New York
AGREEMENT made as of January 28, 2011 between Royal Bank of Canada (the “Bank”) and RBC Capital Markets, LLC (the “Exchange Rate Agent”, which term shall, unless the context otherwise requires, include its successors and assigns).
