0001214659-16-008813 Sample Contracts

ROYAL BANK OF CANADA SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES G AMENDED AND RESTATED EXCHANGE RATE AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND RBC CAPITAL MARKETS, LLC JANUARY 8, 2016
Exchange Rate Agency Agreement • January 8th, 2016 • Royal Bank of Canada • Commercial banks, nec • New York

AMENDED AND RESTATED AGREEMENT (the “Agreement”) made as of January 8, 2016, between Royal Bank of Canada (the “Bank”) and RBC Capital Markets, LLC (the “Exchange Rate Agent”, which term shall, unless the context otherwise requires, include its successors and assigns).

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ROYAL BANK OF CANADA SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES G AMENDED AND RESTATED CALCULATION AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND RBC CAPITAL MARKETS, LLC JANUARY 8, 2016
Calculation Agency Agreement • January 8th, 2016 • Royal Bank of Canada • Commercial banks, nec • New York

This Amended and Restated Calculation Agency Agreement (this “Agreement”) is entered into by and between Royal Bank of Canada (the “Bank”) and RBC Capital Markets, LLC. The Bank proposes to issue and sell certain of its securities designated as Senior Global Medium-Term Notes, Series G (the “Notes”). The Notes are to be issued under the Indenture, dated as of October 23, 2003, as supplemented by the First Supplemental Indenture, dated as of July 21, 2006, and the Second Supplemental Indenture, dated as of February 28, 2007 (together, the “Indenture”), in each case between the Bank and The Bank of New York Mellon (as successor to the corporate trust business of JPMorgan Chase Bank, N.A.), as Trustee (the “Trustee”). The Notes are to be distributed pursuant to the terms of the Distribution Agreement, dated April 30, 2015, as amended January 8, 2016 (the “Distribution Agreement”), among the Bank, RBC Capital Markets, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 8th, 2016 • Royal Bank of Canada • Commercial banks, nec • New York

This AMENDMENT NO. 1 (this “Amendment No. 1”), dated January 8, 2016, to the Distribution Agreement, dated April 30, 2015 (the “Distribution Agreement”), is made by and among the Dealers and the Bank. All capitalized terms that are used but not defined in this Amendment No. 1 shall have the respective meanings ascribed thereto in the Distribution Agreement.

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