Item 5.04.
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Temporary Suspension of Trading Under Registrants Employee Benefit Plans.
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On December 31, 2007, Alabama National BanCorporation (ANB) filed a Current Report on Form 8-K regarding a temporary suspension of trading (the Blackout Period) under the Alabama National
BanCorporation Employee Capital Accumulation Plan (the Plan), a 401(k) plan sponsored by ANB. The Blackout Period was implemented in connection with the anticipated merger (the Merger) of ANB with and into RBC Centura Banks,
Inc. (RBC Centura), a wholly-owned subsidiary of Royal Bank of Canada (RBC). During the Blackout Period, all access to ANB common stock held in participant accounts under the Plan was suspended, and participants in the Plan
were unable to engage in any transaction involving ANB common stock held in their Plan accounts, including investment direction and diversification, distribution and loan transactions. Additionally, during the Blackout Period, ANBs directors
and executive officers were subject to blackout restrictions with respect to transactions in ANB common stock and related equity securities.
ANB had originally communicated to Plan participants and to its directors and executive officers that the Blackout Period would begin as of 4:00 p.m., Eastern Time, on January 28, 2008, and end the calendar week of
February 18, 2008. However, because the Merger is expected to close later than originally anticipated, the end of the Blackout Period was extended until the end of the calendar week of March 3, 2008, and Plan participants were allowed to
sell shares of ANB stock held in their accounts until 4:00 p.m., Eastern Time, on February 11, 2008, at which time all access to ANB common stock held in participant accounts will again be suspended, and such participants will be unable to
engage in any transaction involving ANB common stock held in their accounts.
On February 6, 2008, ANB sent its directors and
executive officers a notice (the New Blackout Notice) informing them that they will continue to be subject to blackout restrictions with respect to transactions in ANB common stock and related equity securities during the extended
blackout period which is expected to end the calendar week of March 3, 2008 (the Extended Blackout Period). A copy of the New Blackout Notice to directors and executive officers, which includes the information specified in Rule
104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the Extended Blackout Period and for a period of two years after the ending date of the Extended Blackout Period, security holders or other
interested persons may obtain, without charge, information about the actual beginning and ending dates of the Extended Blackout Period by contacting Kimberly Moore at 1927 First Avenue North, Birmingham, Alabama 35203, or at (205) 583-3738, to
whom all inquiries regarding the Extended Blackout Period should be directed.
Where You Can Find Additional Information About The Merger
In connection with the proposed Merger, RBC has filed with the Securities and Exchange Commission (the SEC) a registration
statement on Form F-4 (File No. 333-147789) (as amended, the Registration Statement) to register the RBC common shares to be issued to ANB stockholders in the proposed Merger and that includes a definitive proxy statement of ANB
dated December 14, 2007 (the Proxy Statement/Prospectus) that also constitutes a prospectus of RBC. The Merger was approved by ANBs stockholders at a special meeting held on January 24, 2008. RBC and ANB have also filed,
and intend to continue to file, additional relevant materials with the SEC. ANB filed the Proxy Statement/Prospectus with the SEC on December 17, 2007. These documents contain important information about the Merger. ANB stockholders are urged
to read these documents carefully.
You may obtain copies of all documents filed with the SEC regarding the Merger, free of charge, at the
SECs website (www.sec.gov). You may also obtain documents filed by RBC with the SEC free of charge from RBCs website (www.rbc.com) under the heading News and InformationInvestor Relations and then under the heading
Regulatory Filings and then under the heading Link to EDGAR Information and Filings and then to the Form F-4 (or the most recent amendment thereto). You may also obtain documents filed by ANB with the SEC free of charge, from
ANBs website (www.alabamanational.com) under the heading Financial Reports and then under the item SEC Filings.
Cautionary Statement Regarding Forward-Looking Information
This document may contain forward-looking statements within the
meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. ANB cautions readers that any forward-looking information is not a guarantee of
future performance and that actual results could differ materially from those contained in the forward-looking statements. Such forward-looking statements
include, but are not limited to, statements about the anticipated schedule for the merger between ANB and RBC Centura, and other statements that are not historical facts. Such forward-looking statements are necessarily estimates reflecting
ANBs best judgment based upon current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements.
The following factor, among others, could cause actual results to differ from those set forth in forward-looking statements: ANBs ability to
consummate the proposed merger with RBC Centura on the proposed terms and schedule, including the ability to obtain regulatory approvals. Additional factors that may affect future results are contained in ANBs and RBCs filings with the
SEC, which are available at the SECs web site, http://www.sec.gov, including without limitation the risk factors set forth in the definitive proxy statement/prospectus filed by ANB and RBC with the SEC on December 17, 2007, ANBs
Annual Report on Form 10-K for the year ended December 31, 2006, and ANBs Quarterly Report for the period ended September 30, 2007. ANB disclaims any obligation to update and revise statements contained in these materials based on
new information or otherwise.