/Pricing Supplement to the Prospectus dated January 5, 2007 and the Prospectus Supplement dated February 28, 2007

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1 /Pricing Supplement to the Prospectus dated January 5, 2007 and the Prospectus Supplement dated February 28, 2007 US$5,349,000 Royal Bank of Canada Senior Global Medium-Term Notes, Series C Principal Protected International Index Basket-Linked Notes, due March 30, 2010 Issuer: Royal Bank of Canada ("Royal Bank") Trade Date: March 28, 2007 Issue Date: March 30, 2007 Maturity Date and Term: March 30, 2010 (resulting in a term to maturity of three years) Coupon: We will not pay you interest during the term of the Notes. Index Portfolio: The Notes are linked to the value of an equally weighted portfolio (the "Index Portfolio") of two major international indices (the "Underlying Indices" and each, an "Underlying Index"). Such weightings will be achieved by providing a Component Weight for each Underlying Index as follows: Minimum Investment: Denomination: Payment at Maturity: Index Interest: Percentage Change: Final Index Levels: Clearance and Settlement: CUSIP Number: Listing: Calculation Agent: Terms Incorporated in the Master Note Underlying Index Component Weight Initial Index Levels Dow Jones EURO STOXX 50 Index 50% 4, Nikkei 225 Index 50% 17, The Initial Index Levels are the closing levels of the Underlying Indices on March 28, 2007 (the "initial valuation date") US$1,000 (Subject to such other restrictions, as may be applicable to such investors under the private offering rules of any jurisdiction outside the United States. See "Risk Factors Non-U.S. Investors May Be Subject to Certain Additional Risks.") US$1,000 and integral multiples of US$1,000 thereafter (except that non-u.s. investors may be subject to higher minimums). The amount payable on each Note upon maturity will be equal to the sum of (a) the Principal Amount of the Note, plus (b) any Index Interest. Index Interest, if any, on each Note upon maturity will equal the Principal Amount x Percentage Change. Index Interest may not be less than zero. Percentage Change will equal an amount, expressed as a percentage and rounded to four decimal places, equal to the sum of the Weighted Component Changes for the Underlying Indices. The "Weighted Component Change" for an Underlying Index will be determined as follows: Component Weight (Final Index Level Initial Index Level) Initial Index Level If the sum of the Weighted Component Changes is a negative number, then the Percentage Change will be deemed to be zero. The closing levels of the Underlying Indices on March 26, 2010 (the "final valuation date") as announced by each Index Sponsor (as defined herein) and displayed on Bloomberg. DTC global (including through its indirect participants Euroclear and Clearstream, Luxembourg as described under "Ownership and Book-Entry Issuance" in the accompanying prospectus) EEC7 The Notes will not be listed on any securities exchange or quotation system. The Bank of New York All of the terms appearing above this item on the cover page of this pricing supplement and the terms appearing under the caption Specific Terms of the Note below. Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page P-4 of this pricing supplement and page S-4 of the accompanying prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Notes or passed upon the accuracy of this pricing supplement or the accompanying prospectus and prospectus supplement. Any representation to the contrary is a criminal offense. We may use this pricing supplement in the initial sale of Notes. In addition, RBC Capital Markets Corporation or another of our affiliates may use this pricing supplement in market-making transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction. The Notes will not constitute deposits insured under the Canada Deposi`t Insurance Corporation or by the United States Federal Deposit Insurance Corporation or any other Canadian or United States governmental agency or instrumentality. Price to Public Agent's Commission Proceeds to Royal Bank of Canada Per Note % 3.75% 96.25% Total... $5,349,000 $200, $5,148, RBC Capital Markets Corporation Pricing Supplement dated March 28, 2007

2 "Dow Jones Euro STOXX 50 Index" is a service mark of Dow Jones & Company, Inc. and STOXX Limited. "Nikkei 225 Index " is a trademark of Nihon Keizai Shimbun, Inc. These marks have been licensed for use by Royal Bank of Canada. The Principal Protected International Index Basket-Linked Notes, due March 30, 2010 (the Notes ) are not sponsored, endorsed, sold or promoted by STOXX Limited, Dow Jones & Company, Inc. or Nihon Keizai Shimbun, Inc. and none of these parties makes any representation, warranty, or condition regarding the advisability of investing in the Notes. The licensing relating to the use of the Underlying Indices (as defined herein) and trademarks referred to above by Royal Bank of Canada is solely for the benefit of Royal Bank of Canada, and not for any third parties. The only relationship of STOXX Limited, Dow Jones & Company, Inc. and Nihon Keizai Shimbun, Inc. to Royal Bank of Canada is the licensing of certain trademarks and trade names of the Underlying Indices, which are determined, composed and calculated by each Index Source (as defined herein) without regard to Royal Bank of Canada or the Notes. The Index Sources have no obligation to take the needs of Royal Bank of Canada or the holders into consideration in determining, composing or calculating the Underlying Indices. The Index Sources are not responsible for and have not participated in the determination of the timing or pricing of the Notes or in the determination or calculation of the equation by which the Notes are to be converted into cash. The Index Sources have no obligation or liability in connection with the administration, marketing or trading of the Notes. THE INDEX SOURCES DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN AND THE INDEX SOURCES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. THE INDEX SOURCES MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ROYAL BANK OF CANADA, THE HOLDERS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF ANY UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. THE INDEX SOURCES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO AN UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE INDEX SOURCES HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

3 TABLE OF CONTENTS Pricing Supplement Summary...P-1 Risk Factors...P-4 Summary Information Regarding the Underlying Indices...P-9 Payment Under the Notes...P-14 Use of Proceeds and Hedging...P-18 Supplemental Tax Considerations...P-19 Supplemental Plan of Distribution...P-21 Prospectus Supplement About This Prospectus Supplement...S-1 Risk Factors...S-1 Use of Proceeds...S-4 Description of the Notes We May Offer...S-5 Certain Income Tax Consequences...S-24 Supplemental Plan of Distribution...S-25 Documents Filed As Part of the Registration Statement...S-30 Prospectus Documents Incorporated by Reference... 2 Where You Can Find More Information... 3 Further Information... 3 About This Prospectus... 4 Presentation of Financial Information... 5 Caution Regarding Forward-Looking Information... 5 Royal Bank of Canada... 6 Risk Factors... 6 Use of Proceeds... 6 Consolidated Ratios of Earnings to Fixed Charges... 7 Consolidated Capitalization and Indebtedness... 8 Description of Debt Securities... 9 Tax Consequences Plan of Distribution Benefit Plan Investor Considerations Limitations on Enforcement of U.S. Laws Against the Bank, Our Management and Others Validity of Securities Experts Supplemental Financial Statement Schedule Other Expenses of Issuance and Distribution i

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5 SUMMARY The Principal Protected International Index Basket-Linked Notes, due March 30, 2010 (the "Notes") are medium-term notes issued by Royal Bank offering full principal protection and participation in the equal-weighted return of the Underlying Indices over the term to maturity. The following is a summary of the terms of the Notes, as well as a discussion of risks and other considerations you should take into account when deciding whether to invest in the Notes. Additionally, the Notes may be offered to certain investors outside the United States in accordance with applicable local law. We urge non-u.s. investors to read "Risk Factors Non-U.S. Investors May be Subject to Certain Additional Risks". The information in this section is qualified in its entirety by the more detailed explanations set forth elsewhere in this pricing supplement and the accompanying prospectus and prospectus supplement. References to the "prospectus" mean our accompanying prospectus, dated January 5, 2007, and references to the "prospectus supplement" mean our accompanying prospectus supplement, dated February 28, 2007, which supplements the prospectus. Capitalized terms used in this pricing supplement which are defined in the accompanying prospectus or prospectus supplement shall have the meanings assigned to them in the prospectus or prospectus supplement. Selected Purchase Considerations Growth Potential The Notes provide the opportunity for participation in potential increases in the level of the Underlying Indices. You will receive 100% of any such gains at maturity. Principal Protection At maturity, your principal is fully protected against a decline in the Underlying Indices. Selected Risk Considerations An investment in the Notes involves risks. Selected risks are summarized here, but we urge you to read the more detailed explanation of risks in "Risk Factors" on page P-4. Principal Protection Only If You Hold the Notes to Maturity You should be willing to hold your Notes to maturity. If you sell your Notes in the secondary market prior to maturity, you may have to sell them at a discount and you will not have principal protection for a decline in the level of the Underlying Indices. Market Risk The return on the Notes is linked to the performance of the Underlying Indices, and will depend on whether, and the extent to which, the Index Interest is positive. No Interest Payments You will not receive any periodic interest payments on the Notes and you will not receive any dividend payments or other distributions on the securities included in the Dow Jones EURO STOXX 50 Index (the "DJ STOXX Index Constituent Stocks"), and the Nikkei 225 Index (the "Nikkei Index Constituent Stocks, and together with the DJ STOXX Index Constituent Stocks, the "Constituent Stocks"). No Direct Exposure to Fluctuations in Foreign Exchange Rates The value of your Notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies upon which the Constituent Stocks are based. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the Notes, you will not receive any additional payment or incur any reduction in payment at maturity. No Listing The Notes will not be listed or displayed on any securities exchange, the Nasdaq National Market System or any electronic communications network. There can be no assurance that a secondary market will develop for the Notes. The Underwriter and other affiliates of the Bank currently intend to make a market in the Notes, although they are not required to do so and may stop making a market at any time. If you sell your Notes prior to maturity, you may have to sell them at a substantial discount. The Notes May Be a Suitable Investment for You If: You seek an investment with a return linked to the performance of the Underlying Indices. You seek an investment that offers principal protection when the Notes are held to maturity. P-1

6 You are willing to hold the Notes to maturity. You do not seek current income from this investment. The Notes May Not Be a Suitable Investment for You If: You are unable or unwilling to hold the Notes to maturity. You seek an investment with direct exposure to fluctuations in foreign exchange rates. You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and credit ratings. You seek current income from your investments. You seek an investment for which there will be an active secondary market. What Are the Tax Consequences of the Notes? Your Notes will be treated as a single debt instrument subject to the special tax rules governing contingent debt instruments for United States federal income tax purposes. Under these rules, you will generally be required to pay taxes on ordinary income from the Notes over their term based upon a comparable yield of the Notes, even though you will not receive any payments from us until maturity. Your cost basis in your Notes will be increased by the amount you are required to include in income. We have determined that the comparable yield is equal to 4.93% per annum, compounded semiannually. This comparable yield is neither a prediction nor a guarantee of what the actual payment at maturity will be, or that the actual payment at maturity will even exceed the full principal amount. For a more complete discussion of the U.S. federal income tax consequences of your investment in the Notes, see "Supplemental Tax Considerations Supplemental U.S. Tax Considerations" on page P-19. For a discussion of the Canadian federal income tax consequences of your investment in the Notes, see "Supplemental Tax Considerations Supplemental Canadian Tax Considerations" on page P-20. Sample Calculations of the Payment Amount The examples set out below are included for illustration purposes only. The levels of the Underlying Indices used to illustrate the calculation of Index Interest are not estimates or forecasts of the Initial Index Levels and Final Index Levels (each as defined in "Payment Under the Notes Calculation of Percentage Change") of the Underlying Indices on which the calculation of the Percentage Change, and in turn Index Interest, will depend. All examples assume that a holder has purchased Notes with an aggregate Principal Amount of $10,000 and that no market disruption event has occurred. P-2

7 Example #1 Calculation of the Payment Amount where Percentage Change of the Index Portfolio is positive. It is assumed that the Initial Index Level and the Final Index Level of the Underlying Indices are as illustrated below. The Payment Amount would be calculated as follows: Initial Index Level (Example) Final Index Level (Example) % Change Component Weight Weighted Component Change Nikkei 225 Index... 16, , % % % Dow Jones EURO STOXX 50 Index... 4, , % % % Sum % Percentage Change = % Index Interest = $10,000 x % = $3, Payment Amount = $10,000 + $3, = $13, Example #2 Calculation of the Payment Amount where Percentage Change of the Index Portfolio is negative. It is assumed that the Initial Index Level and the Final Index Level of the Underlying Indices are as illustrated below. The Payment Amount would be calculated as follows: Initial Index Level (Example) Final Index Level (Example) % Change Component Weight Weighted Component Change Nikkei 225 Index... 16, , % % % Dow Jones EURO STOXX 50 Index... 4, , % % % Sum % Percentage Change = % Index Interest = $10,000 x % = $0.00 Payment Amount = $10,000 + $0.00 = $10, P-3

8 RISK FACTORS The return on the Notes is linked to the performance of the Underlying Indices. Investing in the Notes is not equivalent to a direct investment in the Underlying Indices. This section describes the most significant risks relating to the Notes. We urge you to read the following information about these risks, together with the other information in this pricing supplement and the accompanying prospectus and prospectus supplement, including the "Risk Factors" section in the prospectus supplement, before investing in the Notes. Any positive return in any Underlying Index may be offset by a negative return in another Underlying Index. The Notes are linked to two Underlying Indices: the Dow Jones EURO STOXX 50 Index and the Nikkei 225 Index, each of which is given equal weight in calculating Index Interest. A positive return in either Underlying Index may be offset by a negative return in the other Underlying Index resulting in a negative Index Interest. Owning the Notes is not the same as owning the Constituent Stocks. The return on your Notes may not reflect the return you would realize if you actually owned the Constituent Stocks. This is the case because the level of the Underlying Indices are calculated in part by reference to the prices of the Constituent Stocks without taking into consideration the value of dividends paid on those stocks. Even if the level of the Underlying Indices increases during the term of the Notes, the market value of the Notes may not increase by the same amount. It is also possible for the level of each Underlying Index to increase while the market value of the Notes declines. Changes that affect the Underlying Indices will affect the market value of the Notes and the amount you will receive at maturity. The policies of STOXX Limited (a joint venture between Deutsche Boerse AG, Dow Jones & Company and SWX Swiss Exchange) (the "DJ STOXX Index Source") with respect to the Dow Jones EURO STOXX 50 Index, and Nihon Keizai Shimbun, Inc. (the "Nikkei Index Source") with respect to the Nikkei 225 Index (the the DJ STOXX Index Source and the Nikkei Index Source, collectively, the "Index Sources") concerning the calculation of the Underlying Indices, additions, deletions or substitutions of the Constituent Stocks and the manner in which changes affecting the Constituent Stocks or the issuers of the Constituent Stocks, such as stock dividends, reorganizations or mergers, are reflected in its respective Underlying Index, could affect its respective Underlying Index and, therefore, could affect the amount payable on the Notes at maturity, and the market value of the Notes prior to maturity. The amount payable on the Notes and their market value could also be affected if any Index Source changes these policies, for example by changing the manner in which it calculates its respective Underlying Index, or if any Index Source discontinues or suspends calculation or publication of its respective Underlying Index, in which case it may become difficult to determine the market value of the Notes. If events such as these occur or if the Final Index Level is not available because of a market disruption event or for any other reason, the Calculation Agent which initially will be The Bank of New York may determine the Final Index Level or fair market value of the Notes and, thus, the amount payable at maturity in a manner it considers appropriate, in its sole discretion. There may not be an active trading market in the Notes, and sales in the secondary market may result in significant losses. You should be willing to hold your Notes to maturity. There may be little or no secondary market for the Notes. The Notes will not be listed or displayed on any securities exchange, the Nasdaq National Market System or any electronic communications network. The Underwriter and other affiliates of the Bank currently intend to make a market for the Notes, although they are not required to do so. The Underwriter or any other affiliate of the Bank may stop any such market making activities at any time. P-4

9 If you sell your Notes before maturity, you may have to do so at a substantial discount from the issue price, and as a result, you may suffer substantial losses. The market value of the Notes may be influenced by unpredictable factors. The market value of your Notes may fluctuate between the date you purchase them and the final valuation date when the calculation agent will determine your payment at maturity. Several factors, many of which are beyond our control, will influence the market value of the Notes. We expect that, generally, the level of the Underlying Indices on any day will affect the market value of the Notes more than any other single factor. Other factors that may influence the market value of the Notes include: the volatility of each Underlying Index (i.e., the frequency and magnitude of changes in the level of each Underlying Index); the composition of each Underlying Index and changes to its Constituent Stocks; the market prices of the Constituent Stocks; the dividend rate paid on Constituent Stocks (while not paid to the holders of the Notes, dividend payments on Constituent Stocks may influence the market price of Constituent Stocks and the level of each Underlying Index, and therefore affect the market value of the Notes); the volatility of the exchange rate between the U.S. dollar and each of the currencies upon which the non-u.s. dollar denominated Constituent Stocks are denominated; interest rates in each market related to the the DJ STOXX Index Constituent Stocks and the Nikkei Index Constituent Stocks; the time remaining to the maturity of the Notes; supply and demand for the Notes, including inventory positions with the Underwriter or any other market maker; economic, financial, political, regulatory, or judicial events that affect the level of the Underlying Indices or the market price of the Constituent Stocks or that affect stock markets generally; and the creditworthiness of the Bank. Historical performance of the Underlying Indices should not be taken as an indication of the future performance of the Underlying Indices during the term of the Notes. The trading prices of the Constituent Stocks will determine the level of each Underlying Index. The historical performance of each Underlying Index does not give an indication of the future performance of each Underlying Index. As a result, it is impossible to predict whether the level of any Underlying Index will rise or fall. Trading prices of the Constituent Stocks will be influenced by complex and interrelated political, economic, financial and other factors that can affect the market prices of the Constituent Stocks. Trading and other transactions by the Bank or its affiliates in Constituent Stocks, futures, options, exchange-traded funds or other derivative products on Constituent Stocks or one or more of the Underlying Indices, may impair the market value of the Notes. As described below under "Use of Proceeds and Hedging" on page P-18, the Bank or its affiliates may hedge their obligations under the Notes by purchasing Constituent Stocks, futures or options on Constituent Stocks or one or more of the Underlying Indices, or exchange-traded funds or other derivative instruments with returns linked or related to changes in the performance of Constituent Stocks or one or more of the Underlying Indices, and they may adjust these hedges by, among other things, purchasing or selling Constituent Stocks, futures, options, or exchange-traded funds or other derivative instruments at any time. Although they are not expected to, any of these hedging activities may adversely affect the market price of Constituent Stocks and the levels of one or more of the Underlying Indices and, therefore, the market value of the Notes. It is possible that the Bank or its affiliates could receive substantial returns from these hedging activities while the market value of the Notes declines. P-5

10 The Bank or its affiliates may also engage in trading in Constituent Stocks and other investments relating to Constituent Stocks or one or more of the Underlying Indices on a regular basis as part of our general broker-dealer and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions for customers, including block transactions. Any of these activities could adversely affect the market price of Constituent Stocks and the levels of one or more of the Underlying Indices and, therefore, the market value of the Notes. The Bank or its affiliates may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to changes in the performance of Constituent Stocks or one or more of the Underlying Indices. By introducing competing products into the marketplace in this manner, the Bank or its affiliates could adversely affect the market value of the Notes. The business activities of the Bank or its affiliates may create conflicts of interest. As noted above, the Bank and its affiliates expect to engage in trading activities related to one or more of the Underlying Indices and the Constituent Stocks that are not for the account of holders of the Notes or on their behalf. These trading activities may present a conflict between the holders' interest in the Notes and the interests the Bank and its affiliates will have in their proprietary accounts, in facilitating transactions, including block trades and options and other derivatives transactions for their customers and in accounts under their management. These trading activities, if they influence the level of one or more of the Underlying Indices, could be adverse to such holders' interests as beneficial owners of the Notes. The Bank and its affiliates may, at present or in the future, engage in business with the issuers of the Constituent Stocks, including making loans to or providing advisory services to those companies. These services could include investment banking and merger and acquisition advisory services. These activities may present a conflict between the obligations of the Bank or another affiliate of the Bank and the interests of holders of the Notes as beneficial owners of the Notes. Moreover, the Bank and the Underwriter have published, and in the future expect to publish, research reports with respect to some or all of the issuers of the Constituent Stocks and one or more of the Underlying Indices. This research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities by the Bank, the Underwriter or other affiliates may affect the market price of the Constituent Stocks and the levels of the Underlying Indices and, therefore, the market value of the Notes. You will not receive interest payments on the Notes or dividend payments on the Constituent Stocks or have shareholder rights in the Constituent Stocks. You will not receive any periodic interest payments on the Notes and you will not receive any dividend payments or other distributions on the Constituent Stocks. As an owner of the Notes, you will not have voting rights or any other rights that holders of Constituent Stocks may have. The Bank and its affiliates have no affiliation with the Index Sources and are not responsible for their public disclosure of information. The Bank and its affiliates are not affiliated with the Index Sources in any way (except for licensing arrangements discussed below in "Summary Information Regarding the Underlying Indices" on page P-9) and have no ability to control or predict their actions, including any errors in or discontinuation of disclosure regarding their methods or policies relating to the calculation of each Underlying Index. If the Index Sources discontinue or suspend the calculation of their respective Underlying Index, it may become difficult to determine the market value of the Notes or the amount payable at maturity. Under certain circumstances, if an Index Source discontinues or suspends the calculation of its Underlying Index we may, at our option, designate another third party equity index to replace such Underlying Index, provided that we reasonably determine that the successor index substantially tracks the market performance of the broad local market in which the companies whose securities are represented or included in such Underlying Index participate and subject to appropriate adjustments being made to the terms and provisions of the Notes necessary or appropriate to preserve the economic value of the Notes as of the effective date of replacement. See "Payment Under the Notes Discontinuance or Modification of an Underlying Index" beginning on P-6

11 page P-16. The Index Sources are not involved in the offer of the Notes in any way and have no obligation to consider your interest as an owner of Notes in taking any actions that might affect the value of your Notes. We have derived the information about each Index Source and each Underlying Index in this pricing supplement from publicly available information, without independent verification. Neither we nor any of our affiliates assumes any responsibility for the adequacy or accuracy of the information about the Underlying Indices or the Index Sources contained in this pricing supplement. You, as an investor in the Notes, should make your own investigation into the Underlying Indices and the Index Sources. The Calculation Agent can postpone the calculation of the Final Index Level for a particular Underlying Index or the Maturity Date if a market disruption event occurs on the Final Valuation Date. The determination of the Final Index Level for the Underlying Indices may be postponed if the Calculation Agent determines that a market disruption event has occurred or is continuing on the Final Valuation Date (as defined herein) for one or more of the Underlying Indices. If such a postponement occurs, the Calculation Agent will use the closing level of the particular Underlying Index on the first calendar day on which no market disruption event occurs or is continuing. In no event, however, will the Final Valuation Date be postponed by more than ten business days. As a result, the Maturity Date for the Notes could also be postponed, although not by more than ten business days. If the determination of the Final Index Level for the Underlying Indices is postponed to the last possible day, but a market disruption event occurs or is continuing on that day, that day will nevertheless be the date on which the Final Index Level will be determined by the Calculation Agent. In such an event, the Calculation Agent will make a good faith estimate in its sole discretion of the Final Index Level that would have prevailed in the absence of the market disruption event. See "Payment Under the Notes Consequences of Market Disruption Events" beginning on page P-15. The Index Interest for the Notes will not be adjusted for changes in exchange rates that might affect the Dow Jones EURO STOXX 50 Index or the Nikkei 225 Index. Although some of the Constituent Stocks are traded in currencies other than U.S. dollars, and the Notes are denominated in U.S. dollars, the amount payable on the Notes at maturity will not be adjusted for changes in the exchange rate between the U.S. dollar and each of the currencies upon which the DJ STOXX Index Constituent Stocks and the Nikkei Index Constituent Stocks are denominated. Changes in exchange rates, however, may reflect changes in various non-u.s. economies that in turn may affect the Index Interest for the Notes. The amount we pay in respect of the Notes on the maturity date will be based solely upon the Index Interest. See "Payment Under the Notes Payment Amount on Maturity" beginning on page P-14. There Are Potential Conflicts of Interest Between You and the Calculation Agent. The Bank of New York will serve as the calculation agent. The Bank of New York will, among other things, decide the amount of your payment at maturity on the Notes. We may change the calculation agent after the original issue date without notice to you. For a fuller description of the calculation agent's role, see "Specific Terms of the Notes Role of Calculation Agent." The calculation agent will exercise its judgment when performing its functions. For example, the calculation agent may have to determine whether a market disruption event affecting the Index Constituent Stocks or the Index has occurred. This determination may, in turn, depend on the calculation agent's judgment whether the event has materially interfered with our ability or the ability of any of our affiliates to unwind our hedge positions. Since this determination by the calculation agent will affect the payment at maturity on the Notes, the calculation agent may have a conflict of interest if it needs to make any such decision. Non-U.S. Investors May Be Subject to Certain Additional Risks. The Notes are denominated in U.S. dollars. If you are a non-u.s. investor who purchased the Notes with a currency other than U.S. dollars, changes in rates of exchange may have an adverse effect on the value, price or income of your investment. P-7

12 This pricing supplement contains a general description of certain United States and Canadian tax considerations relating to the Notes. If you are a non-u.s. investor, you should consult your tax advisors as to the consequences, under the tax laws of the country where you are resident for tax purposes, of acquiring, holding and disposing of the Notes and receiving payments of principal or other amounts under the Notes. An investment in the Notes is subject to risks associated with non-u.s. securities markets. Some of the Constituent Stocks have been issued by foreign companies. An investment in securities linked to the value of foreign equity securities involves particular risks. Foreign securities markets may be more volatile than U.S. securities markets and market developments may affect foreign markets differently from U.S. securities markets. Direct or indirect government intervention to stabilize these foreign securities markets, as well as cross shareholdings in foreign companies, may affect trading prices and volumes in those markets. Also, there is generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting requirements of the U.S. Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies. Securities prices in foreign countries are subject to political, economic, financial and social factors that may be unique to the particular country. These factors, which could negatively affect the foreign securities markets, include the possibility of recent or future changes in the foreign government's economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other foreign laws or restrictions applicable to foreign companies or investments in foreign equity securities and the possibility of fluctuations in the rate of exchange between currencies. Moreover, certain aspects of a particular foreign economy may differ favorably or unfavorably from the U.S. economy in important respects such as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. For example, the Japanese economy has been troubled by negative or low rates of growth for many years. Many Japanese stocks have performed poorly over an extended period. P-8

13 SUMMARY INFORMATION REGARDING THE UNDERLYING INDICES The Dow Jones EURO STOXX 50 Index We have obtained all information regarding the Dow Jones EURO STOXX 50 Index contained in this pricing supplement, including its make-up, method of calculation and changes in its components, from publicly available information. That information reflects the policies of, and is subject to change by, STOXX Limited. We do not assume any responsibility for the accuracy or completeness of such information. The Dow Jones EURO STOXX 50 Index is published by STOXX Limited, a joint venture between Deutsche Börse AG, Dow Jones & Company, Inc., Euronext Paris SA and SWX Swiss Exchange. As a member of the Dow Jones STOXX family, the Dow Jones EURO STOXX 50 Index represents the performance of 50 companies representing the market sector leaders in the Eurozone. The following countries are included: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal and Spain. Like all Dow Jones STOXX indices, it is a free float market capitalization-weighted index. Component weightings are based on the number of free float shares; i.e. those shares that are available for trading. Only common shares and others with similar characteristics are included. The Dow Jones EURO STOXX 50 Index is reviewed annually. If the number of shares changes by more than 10% (due to extraordinary corporate actions, e.g. initial public offerings, mergers and takeovers, spin-offs, delistings or bankruptcy), the number of shares are adjusted immediately. Changes of less than 10% will be implemented at the next quarterly review. Index divisors are adjusted to maintain the continuity of the Index across changes due to corporate actions. If the free float weighting of a blue chip component is more than 10% of the total free float market capitalization of the Dow Jones EURO STOXX 50 Index at a quarterly review, then it is reduced to 10% by a weighting cap factor that is fixed until the next quarterly review. The Dow Jones EURO STOXX 50 Index is calculated with the Laspeyres formula which measures price changes against a fixed base quantity weight. The Dow Jones EURO STOXX 50 Index has a base value of 1,000 on the base date December 31, The closing value of the index is calculated at CET (Central European Time) based on the closing/adjusted price of the shares in the Dow Jones EURO STOXX 50 Index. If a stock did not trade all day, then the previous day's closing/adjusted price is used. The same applies in case of a suspended quotation or stock exchange holiday. STOXX Limited and Dow Jones & Company, Inc. have no relationship to the Bank, other than the licensing of Dow Jones EURO STOXX 50 Index and the related trademarks for use in connection with the Notes. STOXX Limited and Dow Jones & Company, Inc. do not: sponsor, endorse, sell or promote the Notes. recommend that any person invest in the Notes or any other securities. have any responsibility or liability for or make any decisions about the timing, amount or pricing of Notes. have any responsibility or liability for the administration, management or marketing of the Notes. consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the Dow Jones EURO STOXX 50 Index or have any obligation to do so. STOXX Limited and Dow Jones & Company, Inc., will not have any liability in connection with the Notes. Specifically, STOXX Limited and Dow Jones & Company, Inc. do not make any warranty, express or implied and disclaim any and all warranty about: P-9

14 The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the Dow Jones EURO STOXX 50 Index and the data included in the Index; The accuracy or completeness of the Dow Jones EURO STOXX 50 Index and its data; or The merchantability and the fitness for a particular purpose or use of the Dow Jones EURO STOXX 50 Index and its data. In addition, STOXX Limited and Dow Jones & Company, Inc. will have no liability for any errors, omissions or interruptions in the Dow Jones EURO STOXX 50 Index or its data and under no circumstances will STOXX Limited or Dow Jones & Company, Inc. be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX Limited or Dow Jones & Company, Inc. knows that they might occur. The licensing agreement between the Bank and STOXX Limited is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties. P-10

15 Historical Performance of the Dow Jones EURO STOXX 50 Index The following chart shows the performance of the Dow Jones EURO STOXX 50 Index of the period from March 28, 1997 to March 28, Dow Jones EURO STOXX 50 Index Mar-97 Mar-98 Mar-99 Mar-00 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06 Mar-07 The Nikkei 225 Index We have obtained all information regarding the Nikkei 225 Index contained in this pricing supplement, including its make-up, method of calculation and changes in its components, from publicly available information. That information reflects the policies of, and is subject to change by, Nihon Keizai Shimbun, Inc. ("Nihon"). We do not assume any responsibility for the accuracy or completeness of such information. The Nikkei 225 Index is one of Japan's major stock market indices and has been calculated continuously since September 7, The Index is sponsored by Nihon, which has calculated and announced the Nikkei 225 Index since Since October 1, 1985, its policy has been to calculate the Nikkei 225 Index every minute during the normal trading hours on the Tokyo Stock Exchange. The current calculation method, called the Dow Jones method, has been used since This "modified priceweighted" method is different than a simple average in that the divisor is adjusted to maintain continuity and reduce the effect of external factors not directly related to the market. The Constituent Stocks of the Nikkei 225 Index are 225 actively traded issues of the Tokyo Stock Exchange, First Section. In its selection of constituents, the intention is that the Index reflects up-to-themoment market trends. Since October 1991, constituents are checked every year and relatively low liquidity issues are replaced with high liquidity issues. In this way, the Nikkei 225 Index corresponds to the changes of the market environment. The Notes are not sponsored, endorsed, sold or promoted by Nihon. Nihon does not make any warranty or representation whatsoever, express or implied, either as to the results to be obtained through the use of the Nikkei 225 Index or the figure at which the index stands at any particular day or otherwise. The Nikkei 225 Index is compiled and calculated solely by Nihon. However, Nihon shall not be liable to any person for any error in the Nikkei 225 Index and Nihon shall not be under any obligation to advise any person, including a purchaser or vendor of the Notes, of any error therein. Nihon does not make any warranty or representation to the holders or any member of the public regarding the advisability of investing in P-11

16 securities generally or in the Notes particularly, or the ability of the Nikkei 225 Index to track general stock market performance or any other economic factor. The only relationship of Nihon to the Bank would be the possible licensing or sub-licensing of certain trademarks, trade names and other property of Nihon and of the Nikkei 225 Index. Nihon does not endorse or make any judgment in respect of the Bank or any products issued by the Bank. The Nikkei 225 Index is determined, composed and calculated by Nihon without regard to the Bank or the Notes. Nihon has no obligation to continue the calculation and dissemination of the Nikkei 225 Index or to take the needs of the Bank or the holders into consideration in determining, composing or calculating the Nikkei 225 Index. Nihon is not responsible for or has not participated in the determination of the timing of, prices of, or quantities of, the Notes to be issued or in the determination or calculation of the equation by which the Index Interest under the Notes is determined. Nihon has no obligation or liability in connection with the administration, marketing or trading of the Notes. Nihon does not guarantee the accuracy or the completeness of the Nikkei 225 Index or of any data included in the Nikkei 225 Index and has no liability (whether in negligence or otherwise) for any errors, omissions, or interruptions in the publication of, or for the unavailability or non-supply of, the Nikkei 225 Index and is not obliged to advise any person of any such event. Nihon makes no warranty or condition, express or implied, as to the results to be obtained by the Bank, the holders or any other person or entity from the use of the Nikkei 225 Index or any data included in that Nikkei 225 Index. Nihon makes no express or implied warranties or conditions, and expressly disclaims all warranties or conditions of merchantability or fitness for a particular purpose or use with respect to the Nikkei 225 Index or any data included in the Nikkei 225 Index. Nihon disclaims responsibility for all claims whatsoever, including claims that arise out of the accident or negligence of Nihon, its related corporations and their servants and agents or acts of third parties. Without limiting any of the foregoing, in no event shall Nihon have any liability in connection with the Notes or otherwise for any special, punitive, directed or consequential damages (including loss of profits), even if notified of the possibility of such damages. While Nihon currently employs a defined methodology to calculate the Nikkei 225 Index, no assurance can be given that Nihon will not modify or change such methodology in a manner that may affect any amount of Index Interest which may be payable to the holders. Nihon is under no obligation to continue the calculation and dissemination of the Nikkei 225 Index. Neither the Bank nor any investment dealer, broker or agent selling the Notes, including the Underwriter, shall have any responsibility for the calculation and dissemination of the Nikkei 225 Index (except as expressly stated in this pricing supplement) or any errors or omissions in the Nikkei 225 Index. The licensing agreement between the Bank and Nihon is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties. P-12

17 Historical Performance of the Nikkei 225 Index The following chart shows the performance of the Nikkei 225 Index of the period from March 28, 1997 to March 28, Nikkei 225 Index Mar-97 Mar-98 Mar-99 Mar-00 Mar-01 Mar-02 Mar-03 Mar-04 Mar-05 Mar-06 Mar-07 Historical performance of the Underlying Indices will not necessarily predict future performance of the Underlying Indices or the Notes. The source of the data displayed in these charts is Bloomberg L.P. and its accuracy cannot be guaranteed. P-13

18 PAYMENT UNDER THE NOTES The following is a summary description of the basis for the calculation of the amount payable under the Notes. Payment Amount on Maturity A holder's payment entitlement at maturity or "Payment Amount" will be calculated by us or by the Calculation Agent based on the following formula: Calculation of Index Interest Payment Amount = Principal Amount + Index Interest "Index Interest" payable on a Note will be an amount (if any), not less than zero, calculated based on the following formula: Index Interest = (Principal Amount x Percentage Change) Index Interest will represent the return on the Notes for the entire period that the Notes are issued and outstanding. Calculation of Percentage Change "Percentage Change" will be a number, expressed as a percentage (rounded to four decimal places) equal to the sum of the Weighted Component Changes for the Underlying Indices. where: The "Weighted Component Change" for an Underlying Index will be determined as follows: Component Weight x (Final Index Level Initial Index Level) Initial Index Level "Component Weight" for each Underlying Index is as follows: Underlying Index Component Weight Dow Jones EURO STOXX 50 Index 50% Nikkei 225 Index 50% "Initial Index Level" of an Underlying Index is the closing level of the Underlying Index on the Trade Date as announced by the Index Sponsor and displayed on Bloomberg. "Exchange Day" means, in respect of an Underlying Index, a day which is (or, but for the occurrence of a market disruption event, would have been) a trading day on each of the Principal Exchanges and Related Exchanges for the securities comprising such Underlying Index, other than a day on which trading on such an exchange is scheduled to close prior to its regular closing time; "Final Valuation Date" means, in respect of an Underlying Index, the second Exchange Day immediately prior to the Maturity Date, unless the Calculation Agent determines that a market disruption event occurs or is continuing on that day. In that event, the Final Valuation Date will be the first following calendar day on which the calculation agent determines that a market disruption event does not occur and is not continuing. In no event, however, will the Final Valuation Date be postponed by more than ten business days; and "Final Index Level" of an Underlying Index is, subject to delay or acceleration in the circumstances described under " Consequences of Market Disruption Events", the level of the Underlying Index as of the close of trading on the Final Valuation Date as announced by its Index Sponsor and displayed on Bloomberg. If the sum of the Weighted Component Changes is a negative number, then the Percentage Change, and in turn Index Interest, will be deemed to be zero. P-14

19 Maturity Date The Maturity Date will be March 30, 2010, unless that day is not a business day, in which case the Maturity Date will be the next following business day. If the second Exchange Day before this applicable day does not qualify as the Final Valuation Date in respect of any Underlying Index as determined in accordance with " Final Valuation Date" above, then the Maturity Date will be the second Exchange Day following the last to occur of the Final Valuation Dates in respect of each Underlying Index. The Calculation Agent may postpone a Final Valuation Date and therefore the Maturity Date if a market disruption event occurs or is continuing on a day that would otherwise be the Final Valuation Date. We describe market disruption events under " Consequences of Market Disruption Events" below. Consequences of Market Disruption Events The Calculation Agent will determine the Final Index Level for each Underlying Index on the Final Valuation Date. As described above, the Final Valuation Date may be postponed, and thus the determination of the Final Index Level may be postponed if the Calculation Agent determines that, on the Final Valuation Date, a market disruption event has occurred or is continuing for one or more of the Underlying Indices. If such a postponement occurs, the Calculation Agent will use the closing level of the particular Underlying Index on the first calendar day on which no market disruption event occurs or is continuing. In no event, however, will the determination of the Final Index Level be postponed by more than ten business days. If the determination of the Final Index Level is postponed to the last possible day, but a market disruption event for one or more of the Underlying Indices occurs or is continuing on that day, that day will nevertheless be the date on which the Final Index Level will be determined by the Calculation Agent. In such an event, the Calculation Agent will make a good faith estimate in its sole discretion of the Final Index Level that would have prevailed in the absence of the market disruption event. Any of the following will be a market disruption event: a suspension, absence or material limitation of trading in a material number of Constituent Stocks in the relevant Underlying Index for more than two hours or during the one-half hour before the close of trading in the relevant market, as determined by the Calculation Agent in its sole discretion; a suspension, absence or material limitation of trading in option or futures contracts relating to one or more of the Underlying Indices or a material number of Constituent Stocks in the relevant Underlying Index in the primary market for those contracts for more than two hours of trading or during the one-half hour before the close of trading in the relevant market, as determined by the Calculation Agent in its sole discretion; one or more of the Underlying Indices are not published, as determined by the Calculation Agent in its sole discretion; or in any other event, if the Calculation Agent determines in its sole discretion that the event materially interferes with our ability or the ability of any of our affiliates to unwind all or a material portion of a hedge with respect to the Notes that we or our affiliates have effected or may effect as described below under "Use of Proceeds and Hedging." The following events will not be market disruption events: a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in the regular business hours of the relevant market; or a decision to permanently discontinue trading in the option or futures contracts relating to one or more of the Underlying Indices or any Constituent Stocks. For this purpose, an "absence of trading" in the primary securities market on which option or futures contracts related to an Underlying Index or any Constituent Stocks are traded will not include any time when that market is itself closed for trading under ordinary circumstances. P-15

20 Available Information Respecting Percentage Change A holder may obtain current information with respect to the amount that would be the Percentage Change at a point in time from its dealer or financial advisor or by contacting a representative of the Calculation Agent. Such amount will be calculated on the basis described under "Payment Under the Notes Calculation of Percentage Change" as if the date on which the information is provided was the Maturity Date. Neither we nor the Calculation Agent assume responsibility for the accuracy or completeness of such information. In particular, if an Extraordinary Event or other circumstance occurs which would otherwise require the appointment of Calculation Experts, prior to the time when we are required to do so, we (including through the Calculation Agent) will use our best efforts to determine the Percentage Change. However, we and the Calculation Agent do not, and will not, assume any liability to holders for such calculations or for any actions, including a sale of the Notes, taken by holders in reliance upon our calculations. Dealings with the Companies Whose Securities Comprise the Underlying Indices We, the Underwriter, or any of our affiliates may from time to time, in the course of our respective normal business operations, have dealings with one or more of the companies whose securities comprise the Index, including through the extension of credit, or investing in securities of such companies. We will base all such actions on normal commercial criteria in the particular circumstances and we will not take into account the effect, if any, of such actions on the level of an Underlying Index, the amount of Index Interest that may be payable on the Notes or holders' interests generally. Discontinuance or Modification of an Underlying Index If any Index Source discontinues publication of its respective Underlying Index and it or any other person or entity publishes a substitute index that the Calculation Agent determines is comparable to the particular Underlying Index and approves such substitute index as a successor index, then the Calculation Agent will determine the Final Index Level and the amount payable at maturity by reference to such successor index. If the Calculation Agent determines that the publication of one or more of the Underlying Indices are discontinued and that there is no successor index on any date when the level of the particular Underlying Index is required to be determined, the Calculation Agent will instead make the necessary determination by reference to a group of stocks or one or more indices and a computation methodology that the Calculation Agent determines will as closely as reasonably possible replicate the particular Underlying Index. If the Calculation Agent determines that the securities included in the Underlying Indices or the method of calculating an Underlying Index have changed at any time in any respect that causes the Underlying Index not to fairly represent the level of the Underlying Index had such changes not been made or that otherwise affects the calculation of the Final Index Level or the amount payable at maturity, then the Calculation Agent may make adjustments in this method of calculating the particular Underlying Index that it believes are appropriate to ensure that the Final Index Level used to determine the amount payable on the Maturity Date is equitable. All determinations and adjustments to be made by the Calculation Agent with respect to the Final Index Level, the amount payable at maturity or otherwise relating to the level of the Underlying Indices may be made by the Calculation Agent in its sole discretion. Role of the Calculation Agent The Bank of New York will serve as the Calculation Agent. The Calculation Agent will make all determinations regarding the value of the Notes at maturity, market disruption events, business days, the default amount, the Final Index Level, the return of any Underlying Index and the amount payable in respect of your Notes. Absent manifest error, all determinations of the Calculation Agent will be final and binding on you and us, without any liability on the part of the Calculation Agent. Please note that the firm named as the Calculation Agent in this pricing supplement is the firm serving in that role as of the original issue date of the Notes. We may change the Calculation Agent after the original issue date without notice. P-16

21 Default Amount on Acceleration If an event of default occurs and the maturity of the Notes is accelerated, we will pay the default amount in respect of the principal of the Notes at maturity. We describe the default amount below under " Default Amount." For the purpose of determining whether the holders of our Senior Global Medium-Term Notes, Series C, of which the Notes are a part, are entitled to take any action under the indenture, we will treat the outstanding principal amount of the Notes as the outstanding principal amount of that Note. Although the terms of the Notes may differ from those of the other Senior Global Medium-Term Notes, Series C, holders of specified percentages in principal amount of all Senior Global Medium-Term Notes, Series C, together in some cases with other series of our debt securities, will be able to take action affecting all the Senior Global Medium-Term Notes, Series C, including the Notes. This action may involve changing some of the terms that apply to Senior Global Medium-Term Notes, Series C, accelerating the maturity of the Senior Global Medium-Term Notes, Series C after a default or waiving some of our obligations under the indenture. We discuss these matters in the attached prospectus under "Events of Default." Default Amount The default amount for the Notes on any day will be an amount, in U.S. Dollars for the principal of the Notes, equal to the cost of having a qualified financial institution, of the kind and selected as described below, expressly assume all our payment and other obligations with respect to the Notes as of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalent economic value to you with respect to the Notes. That cost will equal: the lowest amount that a qualified financial institution would charge to effect this assumption or undertaking, plus the reasonable expenses, including reasonable attorneys' fees, incurred by the holders of the Notes in preparing any documentation necessary for this assumption or undertaking. During the default quotation period for the Notes, which we describe below, the holders of the Notes and/or we may request a qualified financial institution to provide a quotation of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest or, if there is only one, the only quotation obtained, and as to which notice is so given, during the default quotation period. With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds, to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing of those grounds within two business days after the last day of the default quotation period, in which case that quotation will be disregarded in determining the default amount. Default Quotation Period The default quotation period is the period beginning on the day the default amount first becomes due and ending on the third business day after that day, unless: no quotation of the kind referred to above is obtained, or every quotation of that kind obtained is objected to within five business days after the due date as described above. If either of these two events occurs, the default quotation period will continue until the third business day after the first business day on which prompt notice of a quotation is given as described above. If that quotation is objected to as described above within five business days after that first business day, however, the default quotation period will continue as described in the prior sentence and this sentence. In any event, if the default quotation period and the subsequent two business day objection period have not ended before the final valuation date, then the default amount will equal the principal amount of the Notes. P-17

22 Qualified Financial Institutions For the purpose of determining the default amount at any time, a qualified financial institution must be a financial institution organized under the laws of any jurisdiction in the United States of America, Europe or Japan, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and rated either: A-1 or higher by Standard & Poor's Ratings Group or any successor, or any other comparable rating then used by that rating agency, or P-1 or higher by Moody's Investors Service, Inc. or any successor, or any other comparable rating then used by that rating agency. USE OF PROCEEDS AND HEDGING We will use the net proceeds we receive from the sale of the Notes for the purposes we describe in the attached prospectus under "Use of Proceeds." We or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the Notes as described below. In anticipation of the sale of the Notes, we or our affiliates expect to enter into hedging transactions involving purchases of securities included in or linked to one or more of the Underlying Indices and/or listed and/or over-the-counter options, futures or exchange-traded funds on Constituent Stocks or one or more of the Underlying Indices prior to and/or on the trade date. From time to time, we or our affiliates may enter into additional hedging transactions or unwind those we have entered into. In this regard, we or our affiliates may: acquire or dispose of securities of the issuers of Constituent Stocks, acquire or dispose of positions in listed or over-the-counter options, futures, exchange-traded funds or other instruments based on the level of any Underlying Index or the value of the Constituent Stocks, acquire or dispose of positions in listed or over-the-counter options, futures, or exchange-traded funds or other instruments based on the level of other similar market indices or stocks, or any combination of the three. We or our affiliates may acquire a long or short position in securities similar to the Notes from time to time and may, in our or their sole discretion, hold or resell those securities. We or our affiliates may close out our or their hedge on or before the final valuation date. That step may involve sales or purchases of Constituent Stocks, listed or over-the-counter options or futures on Constituent Stocks or listed or over-the-counter options, futures, exchange-traded funds or other instruments based on indices designed to track the performance of any Underlying Index or other components of foreign equity markets. The hedging activity discussed above may adversely affect the market value of the Notes from time to time. See "Risk Factors" on page P-4 for a discussion of these adverse effects. P-18

23 SUPPLEMENTAL TAX CONSIDERATIONS The following is a general description of certain United States and Canadian tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes. Prospective purchasers of the Notes should consult their tax advisers as to the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of Canada and the United States of acquiring, holding and disposing of the Notes and receiving payments of principal or other amounts under the Notes. This summary is based upon the law as in effect on the date of this pricing supplement and is subject to any change in law that may take effect after such date. Supplemental U.S. Tax Considerations The discussion below supplements the discussion under "Certain Income Tax Consequences Certain United States Federal Income Tax Consequences" in the attached prospectus and prospectus supplement and is subject to the limitations and exceptions set forth therein. This discussion is only applicable to you if you are a United States holder (as defined in the accompanying prospectus). The Notes will be treated as debt instruments subject to the special tax rules governing contingent payment obligations for United States federal income tax purposes. Under those rules, the amount of interest you are required to take into account for each accrual period will be determined by constructing a projected payment schedule for the Notes, and applying the rules similar to those for accruing original issue discount on a hypothetical noncontingent debt instrument with that projected payment schedule. This method is applied by first determining the yield at which we would issue a noncontingent fixed rate debt instrument with terms and conditions similar to the Notes (the "comparable yield") and then determining a payment schedule as of the issue date that would produce the comparable yield. These rules will generally have the effect of requiring you to include amounts in respect of the Notes prior to your receipt of cash attributable to that income. We have determined that the comparable yield for the Notes is equal to 4.93% per annum, compounded semiannually, with a projected payment at maturity of $11, based on an investment of $10,000. You are required to use this comparable yield and projected payment schedule in determining your interest accruals in respect of the Notes, unless you timely disclose and justify on your federal income tax return the use of a different comparable yield and projected payment schedule. The comparable yield and projected payment schedule are not provided to you for any purpose other than the determination of your interest accruals in respect of the Notes, and we make no representations regarding the amount of contingent payments with respect to the Notes. If you purchase the Notes for an amount that differs from the Notes' adjusted issue price at the time of the purchase, you must determine the extent to which the difference between the price you paid for your Notes and their adjusted price is attributable to a change in expectations as to the projected payment schedule, a change in interest rates, or both, and allocate the difference accordingly. The adjusted issue price of the Notes will equal the Notes' original offering price plus any interest deemed to be accrued on the Notes (under the rules governing contingent payment obligations) as of the time you purchased the Notes. If you purchase the Notes for an amount that is less than the adjusted issue price of the Notes, you must (a) make positive adjustments increasing the amount of interest that you would otherwise accrue and include in income each year to the extent of amounts allocated to a change in interest rates under the preceding paragraph and (b) make positive adjustments increasing the amount of ordinary income (or decreasing the amount of ordinary loss) that you would otherwise recognize on the maturity of the Notes to the extent of amounts allocated to a change in expectations as to the projected payment schedule under the preceding paragraph. If you purchase the Notes for an amount that is greater than the adjusted issue price of the Notes, you must (a) make negative adjustments decreasing the amount of interest that you would otherwise accrue and include in income each year to the extent of amounts allocated to a change in interest rates under the preceding paragraph and (b) make negative adjustments decreasing the amount of ordinary income (or increasing the amount of ordinary loss) that you would otherwise recognize on the maturity of the Notes to the extent of amounts allocated to a change in expectations as to the projected payment P-19

24 schedule under the preceding paragraph. Adjustments allocated to the interest amount are not made until the date the daily portion of interest accrues. Because any Form 1099-OID that you receive will not reflect the effects of positive or negative adjustments resulting from your purchase of the Notes at a price other than the adjusted issue price determined for tax purposes, you are urged to consult with your tax advisor as to whether and how adjustments should be made to the amounts reported on any Form 1099-OID. You will recognize gain or loss on the sale or maturity of the Notes in an amount equal to the difference, if any, between the amount of cash you receive at such time and your adjusted basis in the Notes. In general, your adjusted basis in the Notes will equal the amount you paid for the Notes, increased by the amount of interest you previously accrued with respect to the Notes (in accordance with the comparable yield for the Notes) and increased or decreased by the amount of any positive or negative adjustment that you are required to make with respect to your Notes under the rules set forth above. Any gain you recognize on the sale or maturity of the Notes will be ordinary interest income. Any loss you recognize at such time will be ordinary loss to the extent of interest you included as income in the current or previous taxable years in respect of the Notes, and thereafter, capital loss. The deductibility of capital losses is limited. Supplemental Canadian Tax Considerations The discussion below supplements the discussion under "Certain Income Tax Consequences Certain Canadian Income Tax Consequences" in the attached prospectus and prospectus supplement and is subject to the limitations and exceptions set forth therein. This discussion is only applicable to you if you are a Non-Resident Holder (as defined in the accompanying prospectus supplement). Interest paid or credited or deemed for purposes of the Act to be paid or credited on a Note (including the Index Interest) to a Non-Resident Holder will not be subject to Canadian non-resident withholding tax where we deal at arm's length for the purposes of the Act with the Non-Resident Holder at the time of such payment. P-20

25 SUPPLEMENTAL PLAN OF DISTRIBUTION We have agreed to sell to RBC Capital Markets Corp., and RBC Capital Markets Corp. has agreed to purchase from us, the aggregate principal amount of the Notes specified on the front cover of this pricing supplement. Subject to the terms and conditions of a terms agreement, dated the date of this pricing supplement, RBC Capital Markets Corp., the Underwriter, has agreed to purchase the Notes as principal for its own account at a purchase price equal to the issue price specified on the front cover of this pricing supplement, less a commission of 3.75%. The Underwriter may resell any Notes it purchases as principal to other brokers or dealers at a discount of up to 3.75% of the principal amount of the Notes. The Underwriter may allow, and the broker or dealers may re-allow, a discount not to exceed 3.75% of the principal amount of the Notes. To the extent the Underwriter resells Notes to a broker or dealer less a concession equal to the entire underwriting discount, such broker or dealer may be deemed to be an "underwriter" of the Notes as such term is defined in the Securities Act of The Underwriter has advised us that, if it is unable to sell all the Notes at the public offering price, the Underwriter proposes to offer the Notes from time to time for sale in negotiated transactions or otherwise, at prices to be determined at the time of sale. In the future, we or our affiliates may repurchase and resell the Notes in market-making transactions. For more information about the plan of distribution, the distribution agreement (of which the terms agreement forms a part) and possible market-making activities, see "Supplemental Plan of Distribution" in the accompanying prospectus supplement. P-21

26 Prospectus Supplement to Prospectus Dated January 5, 2007 Royal Bank of Canada US$8,000,000,000 Senior Global Medium-Term Notes, Series C Terms of Sale Royal Bank of Canada may from time to time offer and sell notes with various terms, including the following: fixed or floating interest rate, zero-coupon or issued with original issue discount; a floating interest rate may be based on: commercial paper rate U.S. prime rate LIBOR EURIBOR Treasury rate CMT rate CD rate federal funds rate ranked as senior indebtedness of Royal Bank of Canada amount of principal and/or interest may be determined by reference to an index or formula book-entry form only through The Depository Trust Company redemption at the option of Royal Bank of Canada or the option of the holder interest on notes paid monthly, quarterly, semiannually or annually minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof (except that non-u.s. investors may be subject to higher minimums) denominated in a currency other than U.S. dollars or in a composite currency settlement in immediately available funds The final terms of each note will be included in a pricing supplement. If we sell all of the notes through agents and in the form of fixed or floating rate notes, we expect to receive between $8,000,000,000 and $7,920,000,000 of the proceeds from the sale of the notes, after paying the agents commissions of between $0 and $80,000,000. If we sell all of the notes through agents and in the form of indexed or other structured notes, we expect to receive between $7,920,000,000 and $7,600,000,000 of the proceeds from the sale of such notes, after paying the agents commission of between $80,000,000 and $400,000,000. See Supplemental Plan of Distribution beginning on page S-24 for additional information about the agents commissions. The aggregate initial offering price of the notes is subject to reduction as a result of the sale by Royal Bank of Canada of other debt securities pursuant to another prospectus supplement to the accompanying prospectus. See Risk Factors beginning on page S-1 to read about factors you should consider before investing in any notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense. The notes will not constitute deposits insured under the Canada Deposit Insurance Corporation Act or by the United States Federal Deposit Insurance Corporation or any other Canadian or United States governmental agency or instrumentality. Royal Bank of Canada may sell the notes directly or through one or more agents or dealers, including the agents listed below. The agents are not required to sell any particular amount of the notes. Royal Bank of Canada may use this prospectus supplement in the initial sale of any notes. In addition, RBC Capital Markets Corporation, RBC Dain Rauscher Inc. or any other affiliate of Royal Bank of Canada may use this prospectus supplement and accompanying prospectus in a market-making or other transaction in any note after its initial sale. Unless Royal Bank of Canada or its agent informs the purchaser otherwise in the confirmation of sale or pricing supplement, this prospectus supplement and accompanying prospectus are being used in a marketmaking transaction.

27 The date of this prospectus supplement is February 28, 2007.

28 TABLE OF CONTENTS Prospectus Supplement About This Prospectus Supplement...S-1 Risk Factors...S-1 Use of Proceeds...S-4 Description of the Notes We May Offer...S-5 Certain Income Tax Consequences...S-24 Supplemental Plan of Distribution...S-25 Documents Filed As Part of the Registration Statement...S-30 Prospectus Documents Incorporated by Reference... 2 Where You Can Find More Information... 3 Further Information... 3 About This Prospectus... 4 Presentation of Financial Information... 5 Caution Regarding Forward-Looking Information... 5 Royal Bank of Canada... 6 Risk Factors... 6 Use of Proceeds... 6 Consolidated Ratios of Earnings to Fixed Charges... 7 Consolidated Capitalization and Indebtedness... 8 Description of Debt Securities... 9 Tax Consequences Plan of Distribution Benefit Plan Investor Considerations Limitations on Enforcement of U.S. Laws Against the Bank, Our Management and Others Validity of Securities Experts Supplemental Financial Statement Schedule Other Expenses of Issuance and Distribution... 45

29 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus and, if applicable, a product prospectus supplement, provide you with a general description of the notes we may offer. Each time we sell notes we will provide a pricing supplement containing specific information about the terms of the notes being offered. Each pricing supplement may include a discussion of any risk factors or other special considerations that apply to those notes. The pricing supplement may also add, update or change the information in this prospectus supplement. If there is any inconsistency between the information in this prospectus supplement and any pricing supplement, you should rely on the information in that pricing supplement. RISK FACTORS Our Credit Ratings May Not Reflect All Risks of an Investment in the Notes The credit ratings of our medium-term note program may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, your notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, your notes. Risks Relating to Indexed Notes We use the term indexed notes to mean notes whose value is linked to an underlying property or index. Indexed notes may present a high level of risk, and those who invest in indexed notes may lose their entire investment. In addition, the treatment of indexed notes for U.S. federal income tax purposes is often unclear due to the absence of any authority specifically addressing the issues presented by any particular indexed note. Thus, if you propose to invest in indexed notes, you should independently evaluate the federal income tax consequences of purchasing an indexed note that apply in your particular circumstances. You should also read Certain Income Tax Consequences United States Taxation in this prospectus supplement, as well as Tax Consequences United States Taxation in the accompanying prospectus, for a discussion of U.S. tax matters. Investors in Indexed Notes Could Lose Their Investment The amount of principal and/or interest payable on an indexed note and the cash value or physical settlement value of a physically settled note will be determined by reference to the price, value or level of one or more securities, currencies, commodities or other properties, any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance, and/or one or more indices or baskets of any of these items. We refer to each of these as an index. The direction and magnitude of the change in the price, value or level of the relevant index will determine the amount of principal and/or interest payable on the indexed note, and the cash value or physical settlement value of a physically settled note. The terms of a particular indexed note may or may not include a guaranteed return of a percentage of the face amount at maturity or a minimum interest rate. Thus, if you purchase an indexed note, you may lose all or a portion of the principal or other amount you invest and may receive no interest on your investment. The Issuer of a Security or Currency That Serves as an Index Could Take Actions That May Adversely Affect an Indexed Note The issuer of a security that serves as an index or part of an index for an indexed note will have no involvement in the offer and sale of the indexed note and no obligations to the holder of the indexed note. The issuer may take actions, such as a merger or sale of assets, without regard to the interests of the S-1

30 holder. Any of these actions could adversely affect the value of a note indexed to that security or to an index of which that security is a component. If the index for an indexed note includes a non-u.s. dollar currency or other asset denominated in a non-u.s. dollar currency, the government that issues that currency will also have no involvement in the offer and sale of the indexed note and no obligations to the holder of the indexed note. That government may take actions that could adversely affect the value of the note. See Risks Relating to Notes Denominated or Payable in or Linked to a Non-U.S. Dollar Currency below for more information about these kinds of government actions. An Indexed Note May Be Linked to a Volatile Index, Which Could Hurt Your Investment Some indices are highly volatile, which means that their value may change significantly, up or down, over a short period of time. The amount of principal and/or interest that can be expected to become payable on an indexed note may vary substantially from time to time. Because the amounts payable with respect to an indexed note are generally calculated based on the value or level of the relevant index on a specified date or over a limited period of time, volatility in the index increases the risk that the return on the indexed note may be adversely affected by a fluctuation in the level of the relevant index. The volatility of an index may be affected by political or economic events, including governmental actions, or by the activities of participants in the relevant markets. Any of these events or activities could adversely affect the value of an indexed note. An Index to Which a Note Is Linked Could Be Changed or Become Unavailable Some indices compiled by us or our affiliates or third parties may consist of or refer to several or many different securities, commodities or currencies or other instruments or measures. The compiler of such an index typically reserves the right to alter the composition of the index and the manner in which the value or level of the index is calculated. An alteration may result in a decrease in the value of or return on an indexed note that is linked to the index. The indices for our indexed notes may include published indices of this kind or customized indices developed by us or our affiliates in connection with particular issues of indexed notes. A published index may become unavailable, or a customized index may become impossible to calculate in the normal manner, due to events such as war, natural disasters, cessation of publication of the index or a suspension or disruption of trading in one or more securities, commodities or currencies or other instruments or measures on which the index is based. If an index becomes unavailable or impossible to calculate in the normal manner, the terms of a particular indexed note may allow us to delay determining the amount payable as principal or interest on an indexed note, or we may use an alternative method to determine the value of the unavailable index. Alternative methods of valuation are generally intended to produce a value similar to the value resulting from reference to the relevant index. However, it is unlikely that any alternative method of valuation we use will produce a value identical to the value that the actual index would have produced. If we use an alternative method of valuation for a note linked to an index of this kind, the value of the note, or the rate of return on it, may be lower than it otherwise would be. Some indexed notes are linked to indices that are not commonly used or that have been developed only recently. The lack of a trading history may make it difficult to anticipate the volatility or other risks associated with an indexed note of this kind. In addition, trading in these indices or their underlying stocks, commodities or currencies or other instruments or measures, or options or futures contracts on these stocks, commodities or currencies or other instruments or measures, may be limited, which could increase their volatility and decrease the value of the related indexed notes or the rates of return on them. S-2

31 Pricing Information About the Property Underlying a Relevant Index May Not Be Available Special risks may also be presented because of differences in time zones between the United States and the market for the property underlying the relevant index, such that the underlying property is traded on a foreign exchange that is not open when the trading market for the notes in the United States, if any, is open or where trading occurs in the underlying property during times when the trading market for the notes in the United States, if any, is closed. In such cases, holders of the notes may have to make investment decisions at a time when current pricing information regarding the property underlying the relevant index is not available. We May Engage in Hedging Activities that Could Adversely Affect an Indexed Note In order to hedge an exposure on a particular indexed note, we may, directly or through our affiliates, enter into transactions involving the securities, commodities or currencies or other instruments or measures that underlie the index for the note, or involving derivative instruments, such as swaps, options or futures, on the index or any of its component items. By engaging in transactions of this kind, we could adversely affect the value of an indexed note. It is possible that we could achieve substantial returns from our hedging transactions while the value of the indexed note may decline. Information About Indices May Not Be Indicative of Future Performance If we issue an indexed note, we may include historical information about the relevant index in the relevant pricing supplement. Any information about indices that we may provide will be furnished as a matter of information only, and you should not regard the information as indicative of the range of, or trends in, fluctuations in the relevant index that may occur in the future. We May Have Conflicts of Interest Regarding an Indexed Note RBC Capital Markets Corporation, RBC Dain Rauscher Inc. and our other affiliates may have conflicts of interest with respect to some indexed notes. RBC Capital Markets Corporation, RBC Dain Rauscher Inc. and our other affiliates may engage in trading, including trading for hedging purposes, for their proprietary accounts or for other accounts under their management, in indexed notes and in the securities, commodities or currencies or other instruments or measures on which the index is based or in other derivative instruments related to the index or its component items. These trading activities could adversely affect the value of indexed notes. We and our affiliates may also issue or underwrite securities or derivative instruments that are linked to the same index as one or more indexed notes. By introducing competing products into the marketplace in this manner, we could adversely affect the value of a particular indexed note. RBC Capital Markets Corporation or another of our affiliates may serve as calculation agent for the indexed notes and may have considerable discretion in calculating the amounts payable in respect of the notes. To the extent that RBC Capital Markets Corporation or another of our affiliates calculates or compiles a particular index, it may also have considerable discretion in performing the calculation or compilation of the index. Exercising discretion in this manner could adversely affect the value of an indexed note based on the index or the rate of return on the security. Risks Relating to Notes Denominated or Payable in or Linked to a Non-U.S. Dollar Currency If you intend to invest in a non-u.s. dollar note e.g., a note whose principal and/or interest is payable in a currency other than U.S. dollars or that may be settled by delivery of or reference to a non- U.S. dollar currency or property denominated in or otherwise linked to a non-u.s. dollar currency you should consult your own financial and legal advisors as to the currency risks entailed by your investment. Notes of this kind may not be an appropriate investment for investors who are unsophisticated with respect to non-u.s. dollar currency transactions. S-3

32 An Investment in a Non-U.S. Dollar Note Involves Currency-Related Risks An investment in a non-u.s. dollar note entails significant risks that are not associated with a similar investment in a note that is payable solely in U.S. dollars and where settlement value is not otherwise based on a non-u.s. dollar currency. These risks include the possibility of significant changes in rates of exchange between the U.S. dollar and the various non-u.s. dollar currencies or composite currencies and the possibility of the imposition or modification of foreign exchange controls or other conditions by either the United States or non-u.s. governments. These risks generally depend on factors over which we have no control, such as economic and political events and the supply of and demand for the relevant currencies in the global markets. Changes in Currency Exchange Rates Can Be Volatile and Unpredictable Rates of exchange between the U.S. dollar and many other currencies have been highly volatile, and this volatility may continue and perhaps spread to other currencies in the future. Fluctuations in currency exchange rates could adversely affect an investment in a note denominated in, or where value is otherwise linked to, a specified currency other than U.S. dollars. Depreciation of the specified currency against the U.S. dollar could result in a decrease in the U.S. dollar-equivalent value of payments on the note, including the principal payable at maturity. That in turn could cause the market value of the note to fall. Depreciation of the specified currency against the U.S. dollar could result in a loss to the investor on a U.S. dollar basis. In courts outside of New York, investors may not be able to obtain judgment in a specified currency other than U.S. dollars. For example, a judgment for money in an action based on a non-u.s. dollar note in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the currency in which any particular note is denominated into U.S. dollars will depend upon various factors, including which court renders the judgment. Information About Exchange Rates May Not Be Indicative of Future Performance If we issue a non-u.s. dollar note, we may include in the relevant pricing supplement a currency supplement that provides information about historical exchange rates for the relevant non-u.s. dollar currency or currencies. Any information about exchange rates that we may provide will be furnished as a matter of information only, and you should not regard the information as indicative of the range of, or trends in, fluctuations in currency exchange rates that may occur in the future. That rate will likely differ from the exchange rate used under the terms that apply to a particular note. Non-U.S. Investors May Be Subject to Certain Additional Risks If we issue a U.S. dollar note and you are a non-u.s. investor who purchased such notes with a currency other than U.S. dollars, changes in rates of exchange may have an adverse effect on the value, price or income of your investment. This prospectus supplement contains a general description of certain U.S. and Canadian tax consequences relating to the notes. If you are a non-u.s. investor, you should consult your tax advisors as to the consequences, under the tax laws of the country where you are resident for tax purposes, of acquiring, holding and disposing of notes and receiving payments of principal or other amounts under the notes. USE OF PROCEEDS Except as otherwise set forth in a pricing supplement, the net proceeds from the sale of any notes will be added to our general funds and will be used for general banking purposes. S-4

33 DESCRIPTION OF THE NOTES WE MAY OFFER You should carefully read the description of the terms and provisions of our debt securities and our senior indenture under Description of Debt Securities in the accompanying prospectus. That section, together with this prospectus supplement and the applicable pricing supplement, summarizes all the material terms of our senior indenture and your note. They do not, however, describe every aspect of our senior indenture and your note. For example, in this section entitled Description of the Notes We May Offer, the accompanying prospectus and the applicable pricing supplement, we use terms that have been given special meanings in our senior indenture, but we describe the meanings of only the more important of those terms. The specific terms of any series of notes will be described in the relevant pricing supplement. As you read this section, please remember that the specific terms of your note as described in your pricing supplement will supplement and, if applicable, may modify or replace the general terms described in this section. If your pricing supplement is inconsistent with this prospectus supplement or the accompanying prospectus, your pricing supplement will control with regard to your note. Thus, the statements we make in this section may not apply to your note. General The notes will be issued under our senior indenture, dated as of October 23, 2003, between Royal Bank of Canada and The Bank of New York, as successor to the corporate trust business of JPMorgan Chase Bank, N.A., as trustee, as supplemented by a first supplemental indenture, dated as of July 21, 2006, and by the second supplemental indenture, dated as of February 28, 2007, and as further amended from time to time, which we may refer to as the Indenture. The notes constitute a single series of debt securities of Royal Bank of Canada issued under the indenture. The term debt securities, as used in this prospectus supplement, refers to all debt securities, including the notes, issued and issuable from time to time under the indenture. The indenture is subject to, and governed by, the Trust Indenture Act of 1939, as amended. The indenture is more fully described below in this section. Whenever we refer to specific provisions or defined terms in the indenture, those provisions or defined terms are incorporated in this prospectus supplement by reference. Section references used in this discussion are references to the indenture. Capitalized terms which are not otherwise defined shall have the meanings given to them in the indenture. The notes will be limited to an aggregate initial offering price of US$8,000,000,000 or at our option if so specified in the relevant pricing supplement, the equivalent of this amount in any other currency or currency unit, and will be our direct, unsecured obligations. This aggregate initial offering price is subject to reduction as a result of the sale by us of other debt securities pursuant to another prospectus supplement to the accompanying prospectus. The notes will not constitute deposits insured under the Canada Deposit Insurance Corporation Act or by the United States Federal Deposit Insurance Corporation or any other Canadian or United States governmental agency or instrumentality. We will offer the notes on a continuous basis through one or more agents listed in the section entitled Supplemental Plan of Distribution in this prospectus supplement. The indenture does not limit the aggregate principal amount of senior notes that we may issue. We may, from time to time, without the consent of the holders of the notes, provide for the issuance of notes or other debt securities under the indenture in addition to the US$8,000,000,000 aggregate initial offering price of notes noted on the cover of this prospectus supplement. Each note issued under this prospectus supplement will have a stated maturity that will be specified in the applicable pricing supplement and may be subject to redemption or repayment before its stated maturity. As a general matter, each note will mature nine months or more from its date of issue, except that indexed notes may have a maturity of less than nine months. Notes may be issued at significant discounts from their principal amount due on the stated maturity (or on any prior date on which the principal or an installment of principal of a note becomes due and payable, whether by the declaration of acceleration, call for redemption at our option, repayment at the option of the holder or S-5

34 otherwise), and some notes may not bear interest. We may from time to time, without the consent of the existing holders of the relevant notes, create and issue further notes having the same terms and conditions as such notes in all respects, except for the issue date, issue price and, if applicable, the first payment of interest thereon. Unless we specify otherwise in the relevant pricing supplement, currency amounts in this prospectus supplement are expressed in U.S. dollars. Unless we specify otherwise in any note and pricing supplement, the notes will be denominated in U.S. dollars and payments of principal, premium, if any, and any interest on the notes will be made in U.S. dollars. If any note is to be denominated other than exclusively in U.S. dollars, or if the principal of, premium, if any, or any interest on the note is to be paid in one or more currencies (or currency units or in amounts determined by reference to an index or indices) other than that in which that note is denominated, additional information (including authorized denominations and related exchange rate information) will be provided in the relevant pricing supplement. Unless we specify otherwise in any pricing supplement, notes denominated in U.S. dollars will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof (except that non-u.s. investors may be subject to higher minimums). Interest rates that we offer on the notes may differ depending upon, among other factors, the aggregate principal amount of notes purchased in any single transaction. Notes with different variable terms other than interest rates may also be offered concurrently to different investors. We may change interest rates or formulas and other terms of notes from time to time, but no change of terms will affect any note we have previously issued or as to which we have accepted an offer to purchase. Each note will be issued as a book-entry note in fully registered form without coupons. Each note issued in book-entry form may be represented by a global note that we deposit with and register in the name of a financial institution or its nominee, that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable pricing supplement, The Depository Trust Company, New York, New York, will be the depositary for all notes in global form. Except as discussed in the accompanying prospectus under Description of Debt Securities - Ownership and Book-Entry Issuance, owners of beneficial interests in book-entry notes will not be entitled to physical delivery of notes in certificated form. We will make payments of principal of, and premium, if any and interest, if any, on the notes through the applicable trustee to the depositary for the notes. Legal Ownership Street Name and Other Indirect Holders Investors who hold their notes in accounts at banks or brokers will generally not be recognized by us as legal holders of notes. This is called holding in street name. Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its notes. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the notes, either because they agree to do so in their customer agreements or because they are legally required to do so. If you hold your notes in street name, you should check with your own institution to find out: how it handles note payments and notices; whether it imposes fees or charges; how it would handle voting if it were ever required; whether and how you can instruct it to send you notes registered in your own name so you can be a direct holder as described below; and how it would pursue rights under the notes if there were a default or other event triggering the need for holders to act to protect their interests. S-6

35 Direct Holders Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, under the notes run only to persons who are registered as holders of notes. As noted above, we do not have obligations to you if you hold in street name or other indirect means, either because you choose to hold your notes in that manner or because the notes are issued in the form of global securities as described below. For example, once we make payment to the registered holder we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you as a street name customer but does not do so. Global Notes A global note is a special type of indirectly held security, as described above under Street Name and Other Indirect Holders. If we choose to issue notes in the form of global notes, the ultimate beneficial owners of global notes can only be indirect holders. We require that the global note be registered in the name of a financial institution we select. We also require that the notes included in the global note not be transferred to the name of any other direct holder except in the special circumstances described in the accompanying prospectus in the section Description of Debt Securities - Ownership and Book-Entry Issuance. The financial institution that acts as the sole direct holder of the global note is called the depositary. Any person wishing to own a global note must do so indirectly by virtue of an account with a broker, bank or other financial institution, known as a participant, that in turn has an account with the depositary. The pricing supplement indicates whether your series of notes will be issued only in the form of global notes. Further details of legal ownership are discussed in the accompanying prospectus in the section Ownership and Book-Entry Issuance. In the remainder of this description, you or holder means direct holders and not street name or other indirect holders of notes. Indirect holders should read the previous subsection titled Street Name and Other Indirect Holders. Types of Notes We may issue the following three types of notes: Fixed Rate Notes. A note of this type will bear interest at a fixed rate described in the applicable pricing supplement. This type includes zero-coupon notes, which bear no interest and are instead issued at a price lower than the principal amount. Floating Rate Notes. A note of this type will bear interest at rates that are determined by reference to an interest rate formula. In some cases, the rates may also be adjusted by adding or subtracting a spread or multiplying by a spread multiplier and may be subject to a minimum rate or a maximum rate. The various interest rate formulas and these other features are described below in Interest Rates Floating Rate Notes. If your note is a floating rate note, the formula and any adjustments that apply to the interest rate will be specified in your pricing supplement. Indexed Notes. A note of this type provides that the principal amount payable at its maturity, and/or the amount of interest payable on an interest payment date, will be determined by reference to: one or more securities; one or more currencies; one or more commodities; S-7

36 any other financial, economic or other measures or instruments, including the occurrence or non-occurrence of any event or circumstance; and/or indices or baskets of any of these items. If you are a holder of an indexed note, you may receive a principal amount at maturity that is greater than or less than the face amount of your note depending upon the value of the applicable index at maturity. That value may fluctuate over time. If you purchase an indexed note your pricing supplement will include information about the relevant index and how amounts that are to become payable will be determined by reference to that index. In addition, your pricing supplement will specify whether your note will be exchangeable for, or payable in cash, securities of an issuer other than Royal Bank of Canada or other property. Before you purchase any indexed note, you should read carefully the section entitled Risk Factors Risks Relating to Indexed Notes above. Original Issue Discount Notes A fixed rate note, a floating rate note or an indexed note may be an original issue discount note. A note of this type is issued at a price lower than its principal amount and provides that, upon redemption or acceleration of its maturity, an amount less than its principal amount will be payable. An original issue discount note may be a zero-coupon note. A note issued at a discount to its principal may, for U.S. federal income tax purposes, be considered an original issue discount note, regardless of the amount payable upon redemption or acceleration of maturity. See Tax Consequences Taxation of Debt Securities in the accompanying prospectus for a brief description of the U.S. federal income tax consequences of owning an original issue discount note. Information in the Pricing Supplement Your pricing supplement will describe one or more of the following terms of your note: the stated maturity; the specified currency or currencies for principal and interest, if not U.S. dollars; the price at which we originally issue your note, expressed as a percentage of the principal amount, and the original issue date; whether your note is a fixed rate note, a floating rate note or an indexed note; if your note is a fixed rate note, the yearly rate at which your note will bear interest, if any, and the interest payment dates; if your note is a floating rate note, the interest rate basis, which may be one of the eight interest rate bases described in Interest Rates Floating Rate Notes below; any applicable index currency or maturity, spread or spread multiplier or initial, maximum or minimum rate; and the interest reset, determination, calculation and payment dates, all of which we describe under Interest Rates Floating Rate Notes below; if your note is an indexed note, the principal amount, if any, we will pay you at maturity, the amount of interest, if any, we will pay you on an interest payment date or the formula we will use to calculate these amounts, if any, and whether your note will be exchangeable in cash, securities of an issuer other than Royal Bank of Canada or other property; if your note is an original issue discount note, the yield to maturity; if applicable, the circumstances under which your note may be redeemed at our option before the stated maturity, including any redemption commencement date, redemption price(s) and redemption period(s); S-8

37 if applicable, the circumstances under which you may demand repayment of your note before the stated maturity, including any repayment commencement date, repayment price(s) and repayment period(s); any special Canadian or United States federal income tax consequences of the purchase, ownership or disposition of a particular issuance of notes; the use of proceeds, if materially different than those discussed in this prospectus supplement; and any other terms of your note, which could be different from those described in this prospectus supplement. Market-Making Transactions If you purchase your note in a market-making transaction, you will receive information about the price you pay and your trade and settlement dates in a separate confirmation of sale. A market-making transaction is one in which RBC Capital Markets Corporation, RBC Dain Rauscher Inc. or another of our affiliates resells a note that it has previously acquired from another holder. A market-making transaction in a particular note occurs after the original sale of the note. Redemption at the Option of Royal Bank of Canada; No Sinking Fund If an initial redemption date is specified in the applicable pricing supplement, we may redeem the particular notes prior to their stated maturity date at our option on any date on or after that initial redemption date in whole or from time to time in part in increments of $1,000 or any other integral multiple of an authorized denomination specified in the applicable pricing supplement (provided that any remaining principal amount thereof shall be at least $1,000 or other minimum authorized denomination applicable thereto), at the redemption price or prices specified in that pricing supplement, together with unpaid interest accrued thereon to the date of redemption. Unless otherwise specified in the applicable pricing supplement, we must give written notice to registered holders of the particular notes to be redeemed at our option not more than 60 nor less than 30 calendar days prior to the date of redemption. The notes will not be subject to, or entitled to the benefit of, any sinking fund. Repayment at the Option of the Holder If one or more optional repayment dates are specified in the applicable pricing supplement, registered holders of the particular notes may require us to repay those notes prior to their stated maturity date on any optional repayment date in whole or from time to time in part in increments of $1,000 or any other integral multiple of an authorized denomination specified in the applicable pricing supplement (provided that any remaining principal amount thereof shall be at least $1,000 or other minimum authorized denomination applicable thereto), at the repayment price or prices specified in that pricing supplement, together with unpaid interest accrued thereon to the date of repayment. A registered holder s exercise of the repayment option will be irrevocable. For any note to be repaid, the applicable trustee must receive, at its corporate trust office in the Borough of Manhattan, The City of New York, not more than 60 nor less than 30 calendar days prior to the date of repayment, the particular notes to be repaid and, in the case of a book-entry note, repayment instructions from the applicable beneficial owner to the depositary and forwarded by the depositary. Only the depositary may exercise the repayment option in respect of global notes representing book-entry notes. Accordingly, beneficial owners of global notes that desire to have all or any portion of the bookentry notes represented thereby repaid must instruct the participant through which they own their interest to direct the depositary to exercise the repayment option on their behalf by forwarding the repayment instructions to the applicable trustee as aforesaid. In order to ensure that these instructions are received by S-9

38 the applicable trustee on a particular day, the applicable beneficial owner must so instruct the participant through which it owns its interest before that participant s deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, beneficial owners should consult their participants for the respective deadlines. In addition, at the time repayment instructions are given, each beneficial owner shall cause the participant through which it owns its interest to transfer the beneficial owner s interest in the global note representing the related book-entry notes, on the depositary s records, to the applicable trustee. If applicable, we will comply with the requirements of Section 14(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and the rules promulgated thereunder, and any other securities laws or regulations in connection with any repayment of notes at the option of the registered holders thereof. We may at any time purchase notes at any price or prices in the open market or otherwise. Notes so purchased by us may, at our discretion, be held, resold or surrendered to the applicable trustee for cancellation. Interest Each interest-bearing note will bear interest from its date of issue at the rate per annum, in the case of a fixed rate note, or pursuant to the interest rate formula, in the case of a floating rate note, in each case as specified in the applicable pricing supplement, until the principal thereof is paid. We will make interest payments in respect of fixed rate notes and floating rate notes in an amount equal to the interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or from and including the date of issue, if no interest has been paid, to but excluding the applicable interest payment date or the maturity date, as the case may be (each, an interest period ). Interest on fixed rate notes and floating rate notes will be payable in arrears on each interest payment date and on the maturity date. The first payment of interest on any note originally issued between a regular record date and the related interest payment date will be made on the interest payment date immediately following the next succeeding record date to the registered holder on the next succeeding record date. The regular record date shall be the fifteenth calendar day, whether or not a business day, immediately preceding the related interest payment date. Business day is defined below under Interest Rates Special Rate Calculation Terms. For the purpose of determining the holder at the close of business on a regular record date when business is not being conducted, the close of business will mean 5:00 P.M., New York City time, on that day. Interest Rates This subsection describes the different kinds of interest rates that may apply to your note, if it bears interest. Fixed Rate Notes The relevant pricing supplement will specify the interest payment dates for a fixed rate note as well as the maturity date. Interest on fixed rate notes will be computed on the basis of a 360-day year consisting of twelve 30-day months or such other day count fraction set forth in the pricing supplement. If any interest payment date or the maturity date of a fixed rate note falls on a day that is not a business day, we will make the required payment of principal, premium, if any, and/or interest on the next succeeding business day, and no additional interest will accrue in respect of the payment made on that next succeeding business day. S-10

39 Floating Rate Notes In this subsection, we use several specialized terms relating to the manner in which floating interest rates are calculated. These terms appear in bold, italicized type the first time they appear, and we define these terms in Special Rate Calculation Terms at the end of this subsection. The following will apply to floating rate notes. Interest Rate Basis. We currently expect to issue floating rate notes that bear interest at rates based on one or more of the following interest rate bases: commercial paper rate; U.S. prime rate; LIBOR; EURIBOR; treasury rate; CMT rate; CD rate; and/or federal funds rate. We describe each of the interest rate bases in further detail below in this subsection. If you purchase a floating rate note, your pricing supplement will specify the interest rate basis that applies to your note. Calculation of Interest. Calculations relating to floating rate notes will be made by the calculation agent, an institution that we appoint as our agent for this purpose. That institution may include any affiliate of ours, such as RBC Capital Markets Corporation. The pricing supplement for a particular floating rate note will name the institution that we have appointed to act as the calculation agent for that note as of its original issue date. We may appoint a different institution to serve as calculation agent from time to time after the original issue date of the note without your consent and without notifying you of the change. For each floating rate note, the calculation agent will determine, on the corresponding interest calculation date or on the interest determination date, as described below, the interest rate that takes effect on each interest reset date. In addition, the calculation agent will calculate the amount of interest that has accrued during each interest period that is, the period from and including the original issue date, or the last date to which interest has been paid or made available for payment, to but excluding the payment date. For each interest period, the calculation agent will calculate the amount of accrued interest by multiplying the face or other specified amount of the floating rate note by an accrued interest factor for the interest period. This factor will equal the sum of the interest factors calculated for each day during the interest period. The interest factor for each day will be expressed as a decimal and will be calculated by dividing the interest rate, also expressed as a decimal, applicable to that day by 360 or by the actual number of days in the year, as specified in the relevant pricing supplement. Upon the request of the holder of any floating rate note, the calculation agent will provide for that note the interest rate then in effect and, if determined, the interest rate that will become effective on the next interest reset date. The calculation agent s determination of any interest rate, and its calculation of the amount of interest for any interest period, will be final and binding in the absence of manifest error. All percentages resulting from any calculation relating to a note will be rounded upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point, e.g., % (or ) being rounded down to % (or ) and % (or S-11

40 ) being rounded up to % (or ). All amounts used in or resulting from any calculation relating to a floating rate note will be rounded upward or downward, as appropriate, to the nearest cent, in the case of U.S. dollars, or to the nearest corresponding hundredth of a unit, in the case of a currency other than U.S. dollars, with one-half cent or one-half of a corresponding hundredth of a unit or more being rounded upward. In determining the interest rate basis that applies to a floating rate note during a particular interest period, the calculation agent may obtain rate quotes from various banks or dealers active in the relevant market, as discussed below. Those reference banks and dealers may include the calculation agent itself and its affiliates, as well as any agent participating in the distribution of the relevant floating rate notes and its affiliates, and they may include our affiliates. Initial Interest Rate. For any floating rate note, the interest rate in effect from the original issue date to the first interest reset date will be the initial interest rate. We will specify the initial interest rate or the manner in which it is determined in the relevant pricing supplement. Spread or Spread Multiplier. In some cases, the interest rate basis for a floating rate note may be adjusted: by adding or subtracting a specified number of basis points, called the spread, with one basis point being 0.01%; or by multiplying the interest rate basis by a specified percentage, called the spread multiplier. If you purchase a floating rate note, your pricing supplement will indicate whether a spread or spread multiplier will apply to your note and, if so, the amount of the spread or spread multiplier. Maximum and Minimum Rates. The actual interest rate, after being adjusted by the spread or spread multiplier, may also be subject to either or both of the following limits: a maximum rate i.e., a specified upper limit that the actual interest rate in effect at any time may not exceed; and/or a minimum rate i.e., a specified lower limit that the actual interest rate in effect at any time may not fall below. If you purchase a floating rate note, your pricing supplement will indicate whether a maximum rate and/or minimum rate will apply to your note and, if so, what those rates are. Whether or not a maximum rate applies, the interest rate on a floating rate note will in no event be higher than the maximum rate permitted by New York law, as it may be modified by U.S. law of general application and the Criminal Code (Canada). Under current New York law, the maximum rate of interest, with some exceptions, for any loan in an amount less than $250,000 is 16% and for any loan in the amount of $250,000 or more but less than $2,500,000 is 25% per year on a simple interest basis. These limits do not apply to loans of $2,500,000 or more, except for the Criminal Code (Canada), which limits the rate to 60%. The rest of this subsection describes how the interest rate and the interest payment dates will be determined, and how interest will be calculated, on a floating rate note. Interest Reset Dates. The rate of interest on a floating rate note will be reset, by the calculation agent described below, daily, weekly, monthly, quarterly, semi-annually or annually. The date on which the interest rate resets and the reset rate becomes effective is called the interest reset date. Except as otherwise specified in the applicable pricing supplement, the interest reset date will be as follows: for floating rate notes that reset daily, each business day; S-12

41 for floating rate notes that reset weekly and are not treasury rate notes, the Wednesday of each week; for treasury rate notes that reset weekly, the Tuesday of each week; for floating rate notes that reset monthly, the third Wednesday of each month; for floating rate notes that reset quarterly, the third Wednesday of each of four months of each year as indicated in the relevant pricing supplement; for floating rate notes that reset semi-annually, the third Wednesday of each of two months of each year as indicated in the relevant pricing supplement; and for floating rate notes that reset annually, the third Wednesday of one month of each year as indicated in the relevant pricing supplement. For a floating rate note, the interest rate in effect on any particular day will be the interest rate determined with respect to the latest interest reset date that occurs on or before that day. There are several exceptions, however, to the reset provisions described above. If any interest reset date for a floating rate note would otherwise be a day that is not a business day, the interest reset date will be postponed to the next day that is a business day. For a LIBOR or EURIBOR note, however, if that business day is in the next succeeding calendar month, the interest reset date will be the immediately preceding business day. Interest Determination Dates. The interest rate that takes effect on an interest reset date will be determined by the calculation agent by reference to a particular date called an interest determination date. Except as otherwise indicated in the relevant pricing supplement: for commercial paper rate, federal funds rate and U.S. prime rate notes, the interest determination date relating to a particular interest reset date will be the business day preceding the interest reset date; for LIBOR notes, the interest determination date relating to a particular interest reset date will be the second London business day preceding the interest reset date, unless the index currency is pounds sterling, in which case the interest determination date will be the interest reset date. We refer to an interest determination date for a LIBOR note as a LIBOR interest determination date; for EURIBOR notes, the interest determination date relating to a particular interest reset date will be the second euro business day preceding the interest reset date. We refer to an interest determination date for a EURIBOR note as a EURIBOR interest determination date; for treasury rate notes, the interest determination date relating to a particular interest reset date, which we refer to as a treasury interest determination date, will be the day of the week in which the interest reset date falls on which treasury bills i.e., direct obligations of the U.S. government would normally be auctioned. Treasury bills are usually sold at auction on the Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that the auction may be held on the preceding Friday. If as the result of a legal holiday an auction is held on the preceding Friday, that Friday will be the treasury interest determination date relating to the interest reset date occurring in the next succeeding week; and for CD rate and CMT rate notes, the interest determination date relating to a particular interest reset date will be the second business day preceding the interest reset date. S-13

42 The interest determination date pertaining to a floating rate note the interest rate of which is determined with reference to two or more interest rate bases will be the latest business day which is at least two business days before the related interest reset date for the applicable floating rate note on which each interest rate basis is determinable. Interest Calculation Dates. As described above, the interest rate that takes effect on a particular interest reset date will be determined by reference to the corresponding interest determination date. Except for LIBOR notes and EURIBOR notes, however, the determination of the rate will actually be made on a day no later than the corresponding interest calculation date. The interest calculation date will be the earlier of the following: the tenth calendar day after the interest determination date or, if that tenth calendar day is not a business day, the next succeeding business day; and the business day immediately preceding the interest payment date or the maturity, whichever is the day on which the next payment of interest will be due. The calculation agent need not wait until the relevant interest calculation date to determine the interest rate if the rate information it needs to make the determination is available from the relevant sources sooner. Interest Payment Dates. The interest payment dates for a floating rate note will depend on when the interest rate is reset and, unless we specify otherwise in the relevant pricing supplement, will be as follows: for floating rate notes that reset daily, weekly or monthly, the third Wednesday of each month; for floating rate notes that reset quarterly, the third Wednesday of the four months of each year specified in the relevant pricing supplement; for floating rate notes that reset semi-annually, the third Wednesday of the two months of each year specified in the relevant pricing supplement; or for floating rate notes that reset annually, the third Wednesday of the month specified in the relevant pricing supplement. Regardless of these rules, if a note is originally issued after the regular record date and before the date that would otherwise be the first interest payment date, the first interest payment date will be the date that would otherwise be the second interest payment date. In addition, the following special provision will apply to a floating rate note with regard to any interest payment date other than one that falls on the maturity. If the interest payment date would otherwise fall on a day that is not a business day, then the interest payment date will be the next day that is a business day. However, if the floating rate note is a LIBOR note or a EURIBOR note and the next business day falls in the next calendar month, then the interest payment date will be advanced to the next preceding day that is a business day. If the maturity date of a floating rate note falls on a day that is not a business day, we will make the required payment of principal, premium, if any, and interest on the next succeeding business day, and no additional interest will accrue in respect of the payment made on that next succeeding business day. Calculation Agent. We have initially appointed The Bank of New York as our calculation agent for the notes. See Calculation of Interest above for details regarding the role of the calculation agent. S-14

43 Commercial Paper Rate Notes If you purchase a commercial paper rate note, your note will bear interest at an interest rate equal to the commercial paper rate and adjusted by the spread or spread multiplier, if any, indicated in your pricing supplement. The commercial paper rate will be the money market yield of the rate, for the relevant interest determination date, for commercial paper having the index maturity indicated in your pricing supplement, as published in H.15(519) under the heading Commercial Paper Nonfinancial. If the commercial paper rate cannot be determined as described above, the following procedures will apply. If the rate described above does not appear in H.15(519) at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, then the commercial paper rate will be the rate, for the relevant interest determination date, for commercial paper having the index maturity specified in your pricing supplement, as published in H.15 daily update or any other recognized electronic source used for displaying that rate, under the heading Commercial Paper Nonfinancial. If the rate described above does not appear in H.15(519), H.15 daily update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the commercial paper rate will be the money market yield of the arithmetic mean of the following offered rates for U.S. dollar commercial paper that has the relevant index maturity and is placed for an industrial issuer whose bond rating is AA, or the equivalent, from a nationally recognized rating agency: the rates offered as of 11:00 A.M., New York City time, on the relevant interest determination date, by three leading U.S. dollar commercial paper dealers in New York City selected by the calculation agent. If fewer than three dealers selected by the calculation agent are quoting as described above, the commercial paper rate for the new interest period will be the commercial paper rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. U.S. Prime Rate Notes If you purchase a U.S. prime rate note, your note will bear interest at an interest rate equal to the U.S. prime rate and adjusted by the spread or spread multiplier, if any, indicated in your pricing supplement. The U.S. prime rate will be the rate, for the relevant interest determination date, published in H.15(519) under the heading Bank Prime Loan. If the U.S. prime rate cannot be determined as described above, the following procedures will apply. If the rate described above does not appear in H.15(519) at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, then the U.S. prime rate will be the rate, for the relevant interest determination date, as published in H.15 daily update or another recognized electronic source used for the purpose of displaying that rate, under the heading Bank Prime Loan. If the rate described above does not appear in H.15(519), H.15 daily update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the U.S. prime rate will be the arithmetic mean of the following rates as they appear on the Reuters screen US PRIME 1 page: the rate of interest publicly announced S-15

44 by each bank appearing on that page as that bank s prime rate or base lending rate, as of 11:00 A.M., New York City time, on the relevant interest determination date. If fewer than four of these rates appear on the Reuters screen US PRIME 1 page, the U.S. prime rate will be the arithmetic mean of the prime rates or base lending rates, as of the close of business on the relevant interest determination date, of three major banks in New York City selected by the calculation agent. For this purpose, the calculation agent will use rates quoted on the basis of the actual number of days in the year divided by a 360-day year. If fewer than three banks selected by the calculation agent are quoting as described above, the U.S. prime rate for the new interest period will be the U.S. prime rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. LIBOR Notes If you purchase a LIBOR note, your note will bear interest at an interest rate equal to LIBOR, which will be the London interbank offered rate for deposits in U.S. dollars or any other index currency, as noted in your pricing supplement. In addition, when LIBOR is the interest rate basis the applicable LIBOR rate will be adjusted by the spread or spread multiplier, if any, indicated in your pricing supplement. LIBOR will be determined in the following manner: LIBOR will be either: the offered rate appearing on the Reuters Page LIBOR01; or the arithmetic mean of the offered rates appearing on the Reuters screen LIBO page unless that page by its terms cites only one rate, in which case that rate; in either case, as of 11:00 A.M., London time, on the relevant LIBOR interest determination date, for deposits of the relevant index currency having the relevant index maturity beginning on the relevant interest reset date. Your pricing supplement will indicate the index currency, the index maturity and the reference page that apply to your LIBOR note. If no reference page is mentioned in your pricing supplement, Reuters Page LIBOR01 will apply to your LIBOR note. If Reuters Page LIBOR01 applies and the rate described above does not appear on that page, or if Reuters screen LIBO page applies and fewer than two of the rates described above appears on that page or no rate appears on any page on which only one rate normally appears, then LIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., London time, on the relevant LIBOR interest determination date, at which deposits of the following kind are offered to prime banks in the London interbank market by four major banks in that market selected by the calculation agent: deposits of the index currency having the relevant index maturity, beginning on the relevant interest reset date, and in a representative amount. The calculation agent will request the principal London office of each of these banks to provide a quotation of its rate. If at least two quotations are provided, LIBOR for the relevant LIBOR interest determination date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as described above, LIBOR for the relevant LIBOR interest determination date will be the arithmetic mean of the rates for loans of the following kind to leading European banks quoted, at approximately 11:00 A.M., in the applicable principal financial center, on that LIBOR interest determination date, by three major banks in that financial center selected by the calculation agent: loans of the index currency having the relevant index maturity, beginning on the relevant interest reset date and in a representative amount. S-16

45 If fewer than three banks selected by the calculation agent are quoting as described above, LIBOR for the new interest period will be LIBOR in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. EURIBOR Notes If you purchase a EURIBOR note, your note will bear interest at an interest rate equal to the interest rate for deposits in euro, designated as EURIBOR and sponsored jointly by the European Banking Federation and ACI the Financial Market Association, or any company established by the joint sponsors for purposes of compiling and publishing that rate. In addition, when EURIBOR is the interest rate basis the EURIBOR base rate will be adjusted by the spread or spread multiplier, if any, specified in your pricing supplement. EURIBOR will be determined in the following manner: EURIBOR will be the offered rate for deposits in euros having the index maturity specified in your pricing supplement, beginning on the second euro business day after the relevant EURIBOR interest determination date, as that rate appears on Reuters page EURIBOR01 as of 11:00 A.M., Brussels time, on the relevant EURIBOR interest determination date. If the rate described above does not appear on Reuters page EURIBOR01, EURIBOR will be determined on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the relevant EURIBOR interest determination date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of four major banks in that market selected by the calculation agent: euro deposits having the relevant index maturity, beginning on the relevant interest reset date, and in a representative amount. The calculation agent will request the principal euro-zone office of each of these banks to provide a quotation of its rate. If at least two quotations are provided, EURIBOR for the relevant EURIBOR interest determination date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as described above, EURIBOR for the relevant EURIBOR interest determination date will be the arithmetic mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 A.M., Brussels time on that EURIBOR interest determination date, by three major banks in the euro-zone selected by the calculation agent: loans of euros having the relevant index maturity, beginning on the relevant interest reset date, and in a representative amount. If fewer than three banks selected by the calculation agent are quoting as described above, EURIBOR for the new interest period will be EURIBOR in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. Treasury Rate Notes If you purchase a treasury rate note, your note will bear interest at an interest rate equal to the treasury rate and adjusted by the spread or spread multiplier, if any, indicated in your pricing supplement. The treasury rate will be the rate for the auction, on the relevant treasury interest determination date, of treasury bills having the index maturity specified in your pricing supplement, as that rate appears on Reuters page USAUCTION 10/11. If the treasury rate cannot be determined in this manner, the following procedures will apply. If the rate described above does not appear on either page at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, the treasury rate will be the bond equivalent yield of the S-17

46 rate, for the relevant interest determination date, for the type of treasury bill described above, as published in H.15 daily update, or another recognized electronic source used for displaying that rate, under the heading U.S. Government Securities/Treasury Bills/Auction High. If the rate described in the prior paragraph does not appear in H.15 daily update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the treasury rate will be the bond equivalent yield of the auction rate, for the relevant treasury interest determination date and for treasury bills of the kind described above, as announced by the U.S. Department of the Treasury. If the auction rate described in the prior paragraph is not so announced by 3:00 P.M., New York City time, on the relevant interest calculation date, or if no such auction is held for the relevant week, then the treasury rate will be the bond equivalent yield of the rate, for the relevant treasury interest determination date and for treasury bills having a remaining maturity closest to the specified index maturity, as published in H.15(519) under the heading U.S. Government Securities/Treasury Bills/Secondary Market. If the rate described in the prior paragraph does not appear in H.15(519) at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the treasury rate will be the rate, for the relevant treasury interest determination date and for treasury bills having a remaining maturity closest to the specified index maturity, as published in H.15 daily update, or another recognized electronic source used for displaying that rate, under the heading U.S. Government Securities/Treasury Bills/Secondary Market. If the rate described in the prior paragraph does not appear in H.15 daily update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the treasury rate will be the bond equivalent yield of the arithmetic mean of the following secondary market bid rates for the issue of treasury bills with a remaining maturity closest to the specified index maturity: the rates bid as of approximately 3:30 P.M., New York City time, on the relevant treasury interest determination date, by three primary U.S. government securities dealers in New York City selected by the calculation agent. If fewer than three dealers selected by the calculation agent are quoting as described in the prior paragraph, the treasury rate in effect for the new interest period will be the treasury rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. CD Rate Notes If you purchase a CD rate note, your note will bear interest at an interest rate equal to the CD rate and adjusted by the spread or spread multiplier, if any, indicated in your pricing supplement. The CD rate will be the rate, on the relevant interest determination date, for negotiable U.S. dollar certificates of deposit having the index maturity specified in your pricing supplement, as published in H.15(519) under the heading CDs (Secondary Market). If the CD rate cannot be determined in this manner, the following procedures will apply. If the rate described above does not appear in H.15(519) at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, then the CD rate will be the rate, for the relevant interest S-18

47 determination date, described above as published in H.15 daily update, or another recognized electronic source used for displaying that rate, under the heading CDs (Secondary Market). If the rate described above does not appear in H.15(519), H.15 daily update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the CD rate will be the arithmetic mean of the following secondary market offered rates for negotiable U.S. dollar certificates of deposit of major U.S. money market banks with a remaining maturity closest to the specified index maturity, and in a representative amount: the rates offered as of 10:00 A.M., New York City time, on the relevant interest determination date, by three leading non-bank dealers in negotiable U.S. dollar certificates of deposit in New York City, as selected by the calculation agent. If fewer than three dealers selected by the calculation agent are quoting as described above, the CD rate in effect for the new interest period will be the CD rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. CMT Rate Notes If you purchase a CMT rate note, your note will bear interest at an interest rate equal to the CMT rate and adjusted by the spread or spread multiplier, if any, indicated in your pricing supplement. The CMT rate will be the following rate displayed on the designated CMT Reuters page under the heading... Treasury Constant Maturities... Federal Reserve Board Release H.15 Mondays Approximately 3:45 P.M., under the column for the designated CMT index maturity: if the designated CMT Reuters page is Reuters page FRBCMT, the rate for the relevant interest determination date; or if the designated CMT Reuters page is Reuters page FEDCMT, the weekly or monthly average, as specified in your pricing supplement, for the week that ends immediately before the week in which the relevant interest determination date falls, or for the month that ends immediately before the month in which the relevant interest determination date falls, as applicable. If the CMT rate cannot be determined in this manner, the following procedures will apply. If the applicable rate described above is not displayed on the relevant designated CMT Reuters page at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, then the CMT rate will be the applicable treasury constant maturity rate described above i.e., for the designated CMT index maturity and for either the relevant interest determination date or the weekly or monthly average, as applicable as published in H.15(519). If the applicable rate described above does not appear in H.15(519) at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT rate will be the treasury constant maturity rate, or other U.S. treasury rate, for the designated CMT index maturity and with reference to the relevant interest determination date, that: is published by the Board of Governors of the Federal Reserve System, or the U.S. Department of the Treasury; and is determined by the calculation agent to be comparable to the applicable rate formerly displayed on the designated CMT Reuters page and published in H.15(519). S-19

48 If the rate described in the prior paragraph does not appear at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, then the CMT rate will be the yield to maturity of the arithmetic mean of the following secondary market bid rates for the most recently issued treasury notes having an original maturity of approximately the designated CMT index maturity and a remaining term to maturity of not less than the designated CMT index maturity minus one year, and in a representative amount: the bid rates, as of approximately 3:30 P.M., New York City time, on the relevant interest determination date, of three primary U.S. government securities dealers in New York City selected by the calculation agent. In selecting these bid rates, the calculation agent will request quotations from five of these primary dealers and will disregard the highest quotation or, if there is equality, one of the highest and the lowest quotation or, if there is equality, one of the lowest. Treasury notes are direct, non-callable, fixed rate obligations of the U.S. government. If the calculation agent is unable to obtain three quotations of the kind described in the prior paragraph, the CMT rate will be the yield to maturity of the arithmetic mean of the following secondary market bid rates for treasury notes with an original maturity longer than the designated CMT index maturity, with a remaining term to maturity closest to the designated CMT index maturity and in a representative amount: the bid rates, as of approximately 3:30 P.M., New York City time, on the relevant interest determination date, of three primary U.S. government securities dealers in New York City selected by the calculation agent. In selecting these bid rates, the calculation agent will request quotations from five of these primary dealers and will disregard the highest quotation (or, if there is equality, one of the highest) and the lowest quotation (or, if there is equality, one of the lowest). If two treasury notes with an original maturity longer than the designated CMT index maturity have remaining terms to maturity that are equally close to the designated CMT index maturity, the calculation agent will obtain quotations for the treasury note with the shorter remaining term to maturity. If fewer than five but more than two of these primary dealers are quoting as described in the prior paragraph, then the CMT rate for the relevant interest determination date will be based on the arithmetic mean of the bid rates so obtained, and neither the highest nor the lowest of those quotations will be disregarded. If two or fewer primary dealers selected by the calculation agent are quoting as described above, the CMT rate in effect for the new interest period will be the CMT rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. Federal Funds Rate Notes If you purchase a federal funds rate note, your note will bear interest at an interest rate equal to the federal funds rate and adjusted by the spread or spread multiplier, if any, indicated in your pricing supplement. The federal funds rate will be the rate for U.S. dollar federal funds on the relevant interest determination date, as published in H.15(519) under the heading Federal Funds (Effective), as that rate is displayed on Reuters page FEDFUNDS1. If the federal funds rate cannot be determined in this manner, the following procedures will apply. If the rate described above is not displayed on Reuters page FEDFUNDS1 at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from that source at that time, then the federal funds rate, for the relevant interest determination date, will be the rate described above as published in H.15 daily update, S-20

49 or another recognized electronic source used for displaying that rate, under the heading Federal Funds (Effective). If the rate described above is not displayed on Reuters page FEDFUNDS1 and does not appear in H.15(519), H.15 daily update or another recognized electronic source at 3:00 P.M., New York City time, on the relevant interest calculation date, unless the calculation is made earlier and the rate is available from one of those sources at that time, the federal funds rate will be the arithmetic mean of the rates for the last transaction in overnight, U.S. dollar federal funds arranged, before 9:00 A.M., New York City time, on the relevant interest determination date, by three leading brokers of U.S. dollar federal funds transactions in New York City selected by the calculation agent. If fewer than three brokers selected by the calculation agent are quoting as described above, the federal funds rate in effect for the new interest period will be the federal funds rate in effect for the prior interest period. If the initial interest rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period. Special Rate Calculation Terms In this subsection entitled Interest Rates, we use several terms that have special meanings relevant to calculating floating interest rates. We define these terms as follows: The term bond equivalent yield means a yield expressed as a percentage and calculated in accordance with the following formula: where bond equivalent yield = D x N 360 (D x M) x 100 D means the annual rate for treasury bills quoted on a bank discount basis and expressed as a decimal; N means 365 or 366, as the case may be; and M means the actual number of days in the applicable interest reset period. The term business day means, for any note, a day that meets all the following applicable requirements: for all notes, is a Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law to close in New York City, Toronto or London; if the note has a specified currency other than U.S. dollars or euros, is also a day on which banking institutions are not authorized or obligated by law, regulation or executive order to close in the applicable principal financial center; and if the note is a EURIBOR note or has a specified currency of euros, or is a LIBOR note for which the index currency is euros, is also a euro business day. The term designated CMT index maturity means the index maturity for a CMT rate note and will be the original period to maturity of a U.S. treasury security either 1, 2, 3, 5, 7, 10, 20 or 30 years specified in the applicable pricing supplement. The term designated CMT Reuters page means the Reuters page mentioned in the relevant pricing supplement that displays treasury constant maturities as reported in H.15(519). If no Reuters page is so specified, then the applicable page will be Reuters page FEDCMT. If Reuters page FEDCMT applies but S-21

50 the relevant pricing supplement does not specify whether the weekly or monthly average applies, the weekly average will apply. The term euro business day means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for business. The term euro-zone means, at any time, the region comprised of the member states of the European Economic and Monetary Union that, as of that time, have adopted a single currency in accordance with the Treaty on European Union of February H.15(519) means the weekly statistical release entitled Statistical Release H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. H.15 daily update means the daily update of H.15(519) available through the worldwide website of the Board of Governors of the Federal Reserve System, at releases/h15/update, or any successor site or publication. The term index currency means, with respect to a LIBOR note, the currency specified as such in the relevant pricing supplement. The index currency may be U.S. dollars or any other currency, and will be U.S. dollars unless another currency is specified in the relevant pricing supplement. The term index maturity means, with respect to a floating rate note, the period to maturity of the instrument or obligation on which the interest rate formula is based, as specified in the applicable pricing supplement. London business day means any day on which dealings in the relevant index currency are transacted in the London interbank market. The term money market yield means a yield expressed as a percentage and calculated in accordance with the following formula: where money market yield = D x (D x M) x 100 D means the annual rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and M means the actual number of days in the relevant interest reset period. The term principal financial center means the capital city of the country to which an index currency relates (or the capital city of the country issuing the specified currency, as applicable), except that with respect to U.S. dollars, Australian dollars, Canadian dollars, South African rands and Swiss francs, the principal financial center means The City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively, and with respect to euros the principal financial center means London. The term representative amount means an amount that, in the calculation agent s judgment, is representative of a single transaction in the relevant market at the relevant time. Reuters Page LIBOR01 means the display designated as LIBOR01 on Reuters 3000 Xtra (or any successor service) (or such other page as may replace Page LIBOR01 on Reuters 3000 Xtra or any successor service). Reuters screen LIBO page means the display on the Reuters Monitor Money Rates Service, or any successor service, on the page designated as LIBO or any replacement page or pages on which London interbank rates of major banks for the relevant index currency are displayed. S-22

51 Reuters screen US PRIME 1 page means the display on the US PRIME 1 page on the Reuters Monitor Money Rates Service, or any successor service, or any replacement page or pages on that service, for the purpose of displaying prime rates or base lending rates of major U.S. banks. Reuters page means the display on Reuters 3000 Xtra, or any successor service, on the page or pages specified in this prospectus supplement or the relevant pricing supplement, or any replacement page or pages on that service. If, when we use the terms designated CMT Reuters page, H.15(519), H.15 daily update, Reuters screen LIBO page, Reuters screen US PRIME 1 page, Reuters Page LIBOR01 or Reuters page, we refer to a particular heading or headings on any of those pages, those references include any successor or replacement heading or headings as determined by the calculation agent. Other Provisions; Addenda Any provisions relating to the notes, including the determination of the interest rate basis, calculation of the interest rate applicable to a floating rate note, its interest payment dates, any redemption or repayment provisions, or any other term relating thereto, may be modified and/or supplemented by the terms as specified under Other Provisions on the face of the applicable notes or in an Addendum relating to the applicable notes, if so specified on the face of the applicable notes, and, in each case, in the relevant pricing supplement. S-23

52 CERTAIN INCOME TAX CONSEQUENCES Certain Canadian Income Tax Considerations Investors should read carefully the description of material Canadian federal income tax considerations relevant to owning debt securities under "Tax Consequences Canadian Taxation'' in the accompanying prospectus. In the opinion of Ogilvy Renault LLP, Canadian tax counsel to Royal Bank of Canada, interest paid or credited, or deemed for purposes of the Income Tax Act (the "Act") to be paid or credited, on the debt securities will not generally be subject to Canadian non-resident withholding tax in the circumstances set out therein. In the event that a pricing supplement further describes the Canadian federal income tax considerations relevant to owning particular debt securities, the description of the Canadian federal income tax considerations under "Tax Consequences Canadian Taxation" in the accompanying prospectus will be superseded by the description in the pricing supplement to the extent indicated therein. United States Taxation Investors should read carefully the description of material United States federal income tax consequences of owning debt securities under Tax Consequences United States Taxation in the accompanying prospectus. It is the opinion of Sullivan & Cromwell LLP, United States tax counsel to Royal Bank of Canada, that commercial paper rate notes, prime rate notes, LIBOR notes, EURIBOR notes, treasury rate notes, CMT rate notes, CD rate notes and federal funds rate notes generally will be treated as variable rate debt securities under the rules described under Tax Consequences United States Taxation Taxation of Debt Securities Original Issue Discount Variable Rate Debt Securities in the accompanying prospectus. S-24

53 SUPPLEMENTAL PLAN OF DISTRIBUTION We and RBC Capital Markets Corporation and RBC Dain Rauscher Inc., as the agents, have entered into a distribution agreement with respect to the notes. Subject to certain conditions, the agents have agreed to use their reasonable efforts to solicit purchases of the notes. We have the right to accept offers to purchase notes and may reject any proposed purchase of the notes. The agents may also reject any offer to purchase notes. We will pay the agents a commission on any notes sold through the agents. The commission is expected to range from 0% to 1% of the principal amount of the notes, depending on the stated maturity of the notes, for fixed rate and floating rate notes. The commission is expected to range from1% to 5% of the principal amount of the notes for indexed and other structured notes, or in such other amount as may be agreed between the agents and Royal Bank of Canada. We may also sell notes to the agents, who will purchase the notes as principal for their own accounts. In that case, the agents will purchase the notes at a price equal to the issue price specified in the applicable pricing supplement, less a discount to be agreed with us at the time of the offering. The agents may resell any notes they purchase as principal to other brokers or dealers at a discount, which may include all or part of the discount the agents received from us. If all the notes are not sold at the initial offering price, the agents may change the offering price and the other selling terms. We may also sell notes directly to investors. We will not pay commissions on notes we sell directly. We have reserved the right to withdraw, cancel or modify the offer made by this prospectus supplement without notice and may reject orders in whole or in part whether placed directly with us or with an agent. No termination date has been established for the offering of the notes. The agents, whether acting as agent or principal, may be deemed to be underwriters within the meaning of the Securities Act of We have agreed to indemnify the agents against certain liabilities, including liabilities under the Securities Act of If the agents sell notes to dealers who resell to investors and the agents pay the dealers all or part of the discount or commission they receive from us, those dealers may also be deemed to be underwriters within the meaning of the Securities Act of Unless otherwise indicated in any pricing supplement, payment of the purchase price of notes, other than notes denominated in a non-u.s. dollar currency, will be required to be made in funds immediately available in The City of New York. The notes will be in the Same Day Funds Settlement System at DTC and, to the extent the secondary market trading in the notes is effected through the facilities of such depositary, such trades will be settled in immediately available funds. We may appoint agents, other than or in addition to RBC Capital Markets Corporation and RBC Dain Rauscher Inc., with respect to the notes. Any other agents will be named in the applicable pricing supplements and those agents will enter into the distribution agreement referred to above. The other agents may be affiliates or customers of Royal Bank of Canada and may engage in transactions with and perform services for Royal Bank of Canada in the ordinary course of business. RBC Capital Markets Corporation and RBC Dain Rauscher Inc. may resell notes to or through another of our affiliates, as selling agent. The notes are a new issue of securities, and there will be no established trading market for any note before its original issue date. We do not plan to list the notes on a securities exchange or quotation system. We have been advised by RBC Capital Markets Corporation and RBC Dain Rauscher Inc. that they intend to make a market in the notes. However, neither RBC Capital Markets Corporation, RBC Dain Rauscher Inc. nor any of our other affiliates nor any other agent named in your pricing supplement that makes a market is obligated to do so, and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity or trading market for the notes. S-25

54 This prospectus supplement may be used by RBC Capital Markets Corporation or RBC Dain Rauscher Inc. in connection with offers and sales of the notes in market-making transactions. In a marketmaking transaction, RBC Capital Markets Corporation or RBC Dain Rauscher Inc. may resell a note it acquires from other holders after the original offering and sale of the note. Resales of this kind may occur in the open market or may be privately negotiated, at prevailing market prices at the time of resale or at related or negotiated prices. In these transactions, RBC Capital Markets Corporation or RBC Dain Rauscher Inc. may act as principal or agent, including as agent for the counterparty in a transaction in which RBC Capital Markets Corporation or RBC Dain Rauscher Inc. acts as principal, or as agent for both counterparties in a transaction in which RBC Capital Markets Corporation or RBC Dain Rauscher Inc. does not act as principal. RBC Capital Markets Corporation or RBC Dain Rauscher Inc. may receive compensation in the form of discounts and commissions, including from both counterparties in some cases. Other affiliates of Royal Bank of Canada may also engage in transactions of this kind and may use this prospectus supplement for this purpose. The aggregate initial offering price specified on the cover of this prospectus supplement relates to the initial offering of new notes we may issue on and after the date of this prospectus supplement. This amount does not include notes that may be resold in market-making transactions. The latter includes notes that we may issue going forward as well as notes we have previously issued. Royal Bank of Canada does not expect to receive any proceeds from market-making transactions. Royal Bank of Canada does not expect that RBC Capital Markets Corporation, RBC Dain Rauscher Inc. or any other affiliate that engages in these transactions will pay any proceeds from its market-making resales to Royal Bank of Canada. Information about the trade and settlement dates, as well as the purchase price, for a market-making transaction will be provided to the purchaser in a separate confirmation of sale. Unless Royal Bank of Canada or an agent informs you in your confirmation of sale that your note is being purchased in its original offering and sale, you may assume that you are purchasing your note in a market-making transaction. In this prospectus supplement, the term this offering means the initial offering of the notes made in connection with their original issuance. This term does not refer to any subsequent resales of notes in market-making transactions. The agents may engage in over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of Overallotment involves syndicate sales in excess of the offering size, which creates a syndicate short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit reclaiming a selling concession from a syndicate member when the notes originally sold by such syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Such stabilizing transactions, syndicate covering transactions and penalty bids may stabilize, maintain or otherwise affect the market price of the notes, which may be higher than it would otherwise be in the absence of such transactions. The agents are not required to engage in these activities, and may end any of these activities at any time. The participation of RBC Capital Markets Corporation or RBC Dain Rauscher Inc. in the offer and sale of the notes must comply with the requirements of Rule 2720 of the National Association of Securities Dealers, Inc. regarding underwriting securities of an affiliate. No NASD member participating in offers and sales will execute a transaction in the notes in a discretionary account without the prior specific written approval of such member s customer. S-26

55 In addition to offering notes through the agents as discussed above, other medium-term notes that have terms substantially similar to the terms of the notes offered by this prospectus supplement may in the future be offered, concurrently with the offering of the notes, on a continuing basis by Royal Bank of Canada. Any of these notes sold pursuant to the distribution agreement or sold by Royal Bank of Canada directly to investors will reduce the aggregate amount of notes which may be offered by this prospectus supplement. Selling Restrictions Outside the United States Royal Bank of Canada has taken no action that would permit a public offering of the notes or possession or distribution of this prospectus supplement or the accompanying prospectus or any other offering material in any jurisdiction outside the United States where action for that purpose is required other than as described below. Accordingly, each agent has represented, warranted and agreed, and each other agent will be required to represent, warrant and agree, that: it will comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells notes or possesses or distributes this prospectus supplement or the accompanying prospectus or any other offering material and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and Royal Bank of Canada shall have no responsibility in relation to this; and it will not offer or sell any notes purchased by it, directly or indirectly, in Canada or to any resident of Canada without the consent of Royal Bank of Canada, and further agrees that it will include a comparable provision in any sub-underwriting, banking group or selling group agreement or similar arrangement with respect to any notes that may be entered into by such agent. With regard to each note, the relevant purchaser will be required to comply with those restrictions that Royal Bank of Canada and the relevant purchaser shall agree and as shall be set out in the relevant pricing supplement. United Kingdom Each of RBC Capital Markets Corporation and RBC Dain Rauscher Inc. has represented and agreed, and each other agent will be required to represent and agree, that: it has not made or will not make an offer of notes to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) (the FSMA ) except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by Royal Bank of Canada of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority; it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of the FSMA does not apply to Royal Bank of Canada ; and S-27

56 it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom. European Economic Area In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ), each of RBC Capital Markets Corporation and RBC Dain Rauscher Inc. has represented and agreed, and each other agent will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date ) it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time: to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; or in any other circumstances which do not require the publication by Royal Bank of Canada of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an offer of notes to the public in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. Japan Each of RBC Capital Markets Corporation and RBC Dain Rauscher Inc. has represented and agreed, and each other agent will be required to represent and agree, that the notes have not been registered under the Securities and Exchange Law of Japan and are not being offered or sold and may not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, or to, or for the account or benefit of, any resident for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan except (i) pursuant to an exemption from the registration requirements of, or otherwise in compliance with, the Securities and Exchange Law of Japan and (ii) in compliance with the other relevant laws and regulations of Japan. Each of RBC Capital Markets Corporation or RBC Dain Rauscher Inc. agrees, and each other agent will be required to agree, to provide any necessary information on notes denominated or payable in yen to Royal Bank of Canada (which shall not include the names of clients) so that Royal Bank of Canada may make any required reports to the Ministry of Finance through its designated agent. In connection with an issuance of notes denominated or payable in yen, Royal Bank of Canada will be required to comply with all applicable laws, regulations and guidelines, as amended from time to time, of the Japanese government and regulatory authorities. S-28

57 Hong Kong The notes may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the notes may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. Singapore Neither this prospectus supplement nor the accompanying prospectus has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (a) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), (b) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the notes are purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. Switzerland Each of RBC Capital Markets Corporation and RBC Dain Rauscher Inc. has represented and agreed, and each other agent will be required to represent and agree, that the issue of any notes denominated in Swiss francs or carrying a Swiss franc-related element will be effected in compliance with the relevant regulations of the Swiss National Bank, which currently require that such issues have a maturity of more than one year, to be effected through a bank domiciled in Switzerland that is regulated under the Swiss Federal Law on Banks and Savings Banks of 1934 (as amended) (which includes a branch or subsidiary located in Switzerland of a foreign bank) or through a securities dealer which has been licensed as a securities dealer under the Swiss Federal Law on Stock Exchanges and Securities Trading of 1995 (except for issues of notes denominated in Swiss francs on a syndicated basis, where only the lead manager need be a bank domiciled in Switzerland). The relevant agent must report certain details of the relevant transaction to the Swiss National Bank no later than the time of delivery of the notes. S-29

58 DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT In addition to the documents specified in the accompanying prospectus under Documents Incorporated by Reference, the following documents will be filed with the Securities and Exchange Commission and incorporated by reference as part of the registration statement to which this prospectus supplement relates (the Registration Statement ): (i) the Amended Distribution Agreement, dated February 28, 2007, between us and the agents, (ii) the Calculation Agency Agreement, dated as of January 5, 2007, between us and The Bank of New York, and (iii) the Exchange Rate Agency Agreement, dated as of January 5, 2007, between us and The Bank of New York. Such documents will not be incorporated by reference into this prospectus supplement or the accompanying prospectus. Additional exhibits to the Registration Statement to which this prospectus supplement relates may be subsequently filed in reports on Form 40-F or on Form 6-K that specifically state that such materials are incorporated by reference as exhibits in Part II of the Registration Statement. S-30

59 No dealer, salesman or other person has been authorized to give any information or to make any representation not contained in this prospectus supplement, the accompanying prospectus or any pricing supplement and, if given or made, such information or representation must not be relied upon as having been authorized by Royal Bank of Canada or the agents. This prospectus supplement, the accompanying prospectus and any pricing supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities described in the relevant pricing supplement nor do they constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The delivery of this prospectus supplement, the accompanying prospectus and any pricing supplement at any time does not imply that the information they contain is correct as of any time subsequent to their respective dates. US$8,000,000,000 Royal Bank of Canada Senior Global Medium-Term Notes, Series C February 28, 2007

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