Exhibit 4.1










                              AMENDED AND RESTATED

                ROYAL BANK OF CANADA US WEALTH ACCUMULATION PLAN











                  The date of this document is November 1, 2003












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                                TABLE OF CONTENTS

                                                                           Page

SECTION 1        INTRODUCTION

        1.1      General Nature and Purpose of the Plan.......................1
        1.2      Definitions..................................................1
        1.3      Rules of Interpretation......................................3

SECTION 2        DEFERRALS AND DEEMED INVESTMENTS

        2.1      Eligibility..................................................3
        2.2      Election to Voluntarily Defer Compensation...................4
        2.3      Mandatory Deferral of Compensation...........................4
        2.4      Election of Investments......................................4
        2.5      Intra-Plan Transfers.........................................5
        2.6      Company Contributions........................................5

SECTION 3        INFORMATION CONCERNING INVESTMENT ALTERNATIVES

        3.1      Company Common Shares........................................5
        3.2      Plan Interest Rate...........................................7
        3.3      Mutual Funds.................................................7
        3.4      Valuation....................................................7

SECTION 4        VESTING

        4.1      Vesting of Voluntary Deferred Compensation...................7
        4.2      Vesting of Mandatory Deferred Compensation and Company
                   Contributions..............................................7
        4.3      Termination For Cause........................................8
        4.4      Terminations due to Restructuring............................8
        4.5      Forfeitures..................................................8

SECTION 5        DISTRIBUTIONS

        5.1      Distributions................................................8
        5.2      Distribution Dates...........................................9
        5.3      Form of Distributions........................................9
        5.4      Distributions to Beneficiaries..............................10
        5.5      Designation of Beneficiary..................................10
        5.6      Disclaimers by Beneficiaries................................11

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        5.7      Certain Federal Income Tax Consequences.....................11
        5.8      Tax Withholding.............................................12
        5.9      ERISA Matters...............................................12

SECTION 6        SPENDTHRIFT PROVISIONS

SECTION 7        ADMINISTRATION

        7.1      The Committee...............................................13
        7.2      Claims Procedure............................................13
        7.3      Making a Claim..............................................13
        7.4      Requesting Review of a Denied Claim.........................13
        7.5      In General..................................................13

SECTION 8        OTHER ADMINISTRATIVE MATTERS

        8.1      Reporting...................................................14
        8.2      Plan Obligor; Status as Unsecured General Creditors.........14
        8.3      Disclaimer of Employment and Bonus Rights...................14
        8.4      Administrative Expenses of the Plan.........................15
        8.5      No Compensation Under the RBC-U.S.A. Retirement and
                   Savings Plan..............................................15
        8.6      Voting Rights...............................................15
        8.7      Governing Law...............................................15

SECTION 9        AMENDMENT OR TERMINATION

        9.1      Amendments to and Termination of Plan.......................15
        9.2      Merger......................................................15
        9.3      Applicability to Successors.................................15


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                                    SECTION 1
                                  INTRODUCTION

      1.1  GENERAL  NATURE  AND  PURPOSE  OF THE PLAN.  The Royal Bank of Canada
US  Wealth  Accumulation  Plan (the  "Plan")  is a non  tax-qualified,  deferred
compensation  plan  pursuant  to which a select  group of  management  or highly
compensated  employees  of the Royal  Bank of  Canada  (the  "Company")  and its
Participating  Subsidiaries  will be offered the  opportunity  to elect to defer
receipt  of a portion of their  compensation  to be earned  with  respect to the
upcoming  Plan Year.  The Plan is  designed to provide an  opportunity  for such
employees  to  achieve   wealth   accumulation   through   employee   deferrals,
tax-deferred  savings and investment  options that support long-term savings and
allow such  employees to share in the Company's  growth and  profitability.  The
Plan was formerly known as the RBC Dain Rauscher  Wealth  Accumulation  Plan and
was amended and  restated  effective  for the Plan Year  beginning on January 1,
2004.

      1.2 DEFINITIONS.

         "AFFILIATE" of any specified  Person means any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

         "APPROVED  RETIREMENT"  shall mean the Separation of a participant  (i)
who has been an employee of the Company or a  Participating  Subsidiary  for ten
(10) or more  years  at the time of  Separation,  (ii)  who has  entered  into a
non-competition,  non-solicitation  and related agreement with the participant's
employer in the form then  approved by the  Committee  and (iii) with respect to
deferrals made with respect to all Plan Years  commencing  with 2001,  whose age
upon Separation is at least 50. Notwithstanding the foregoing, effective January
1,  2004 for  participants  who are  hired on or after  January  1,  2004 by the
Company or a Participating  Subsidiary  after they have already attained age 50,
"Approved  Retirement"  shall mean the Separation of such  participant (i) whose
age and years of employment,  when combined,  equals 60 and (ii) who has entered
into  a  non-competition,   non-solicitation  and  related  agreement  with  the
participant's  employer  in  the  form  then  approved  by  the  Committee.  The
non-competition  agreement  required by an Approved  Retirement  shall require a
participant,  for a one-year period, to refrain from participating,  directly or
indirectly,   in  any  business  in  which  the  Company  or  any  Participating
Subsidiary,  as  appropriate,  is  engaged  at the  time of  such  participant's
Approved  Retirement  in  any  geographic  area  in  which  the  Company  or any
Participating Subsidiary, as appropriate, is competing at such time.

         "COMMITTEE"  shall have the  meaning  assigned  to such term in Section
7.1.

         "COMPANY"  shall mean Royal Bank of Canada  ("RBC"),  a Schedule I bank
under the Bank Act (Canada) with its corporate headquarters in Toronto, Ontario,
Canada.

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         "COMPANY CONTRIBUTIONS" shall have the meaning assigned to such term in
Section 2.6.

         "DEFERRED COMPENSATION" shall mean for each participant, the sum of his
or her Voluntary Deferred Compensation and Mandatory Deferred Compensation.

         "DISABILITY"  shall mean the  disability of a participant as defined in
the RBC-U.S.A. Retirement and Savings Plan.

         "ELECTION  FORM" shall mean the form setting forth the  percentage of a
participant's Gross Cash Compensation he or she elects to defer and distribution
elections  to be made by such  participant  with  respect to his or her Deferred
Compensation  payable for services to be rendered in any Plan Year, as such form
may be modified from time to time by the Committee.

         "FUND  ADDITION  DATE" shall have the meaning  assigned to such term in
Section 3.3.

         "GROSS  CASH  COMPENSATION"  shall mean  "Recognized  Compensation"  as
defined in the  RBC-U.S.A.  Retirement  and Savings Plan earned by a participant
for services rendered during a Plan Year, whether or not paid in such Plan Year.

         "IN-SERVICE  PAYMENT DATE" shall have the meaning assigned to such term
in Section 5.2.

         "MANDATORY  DEFERRED  COMPENSATION"  shall have the meaning assigned to
such term in Section 2.3.

         "MATCHING   THRESHOLD   AMOUNT"   shall  mean  an  amount  of  Deferred
Compensation  determined  by the  Committee  with  respect  to each Plan Year in
excess of which a participant's Deferred Compensation, which is credited to such
participant's  account,  may  become  eligible  for a  Company  Contribution  in
accordance with standards and guidelines determined annually by the Committee.

         "MUTUAL FUNDS" shall have the meaning  assigned to such term in Section
3.3.

         "MUTUAL  FUND PRICE" shall mean,  unless  otherwise  determined  by the
Committee,  the daily reported closing price of an interest in, or units of, the
Mutual Funds.

         "NYSE" shall mean the New York Stock Exchange, Inc.

         "PARTICIPATING  SUBSIDIARY"  shall  mean a  corporation,  now or in the
future,  affiliated with the Company that adopts,  or has adopted,  the Plan. No
corporation shall become a Participating Subsidiary without prior consent of the
Committee,  and  such  participation  is  subject  to  such  limitations  as the
Committee may impose.

         "PERSON" shall mean any  individual,  corporation,  partnership,  joint
venture,  trust,  unincorporated  organization  or  government  or any agency or
political subdivision thereof.


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         "PLAN" shall mean the Royal Bank of Canada US Wealth Accumulation Plan.

         "PLAN  INTEREST  RATE" shall have the meaning  assigned to such term in
Section 3.2.

         "PLAN OBLIGOR" shall have the meaning  assigned to such term in Section
8.2.

         "PLAN YEAR" shall mean in respect of a  particular  year,  the 12-month
period beginning January 1 and ending December 31 of such year.

         "SEPARATION"  shall mean the separation of employment  from the Company
or a Participating Subsidiary or any of their Affiliates, as the case may be, of
a  participant,  other  than  due to such  participant's  death,  Disability  or
termination for cause pursuant to the terms set forth herein. For clarification,
transfers of employment  among the Company,  any  Participating  Subsidiary  and
their Affiliates shall not be a "Separation" for purposes of this Plan.

         "VOLUNTARY  DEFERRED  COMPENSATION"  shall have the meaning assigned to
such term in Section 2.2.

      1.3 RULES OF INTERPRETATION.  Whenever  appropriate,  words used herein in
the singular  may be read in the plural,  or words used herein in the plural may
be read in the  singular;  the  masculine may include the feminine and the words
"hereof,"  "herein" or "hereunder" or other similar compounds of the word "here"
shall mean and refer to this entire Plan and not to any particular  paragraph or
section of this Plan unless the context clearly  indicates to the contrary.  The
titles given to the various  sections of this are inserted  for  convenience  of
reference only and are not part of this Plan and they shall not be considered in
determining  the  purpose,  meaning  or  intent  of any  provision  hereof.  Any
reference in this Plan to a statute or regulation  shall be  considered  also to
mean and refer to any  subsequent  amendment or  replacement  of that statute or
regulation.

                                   SECTION 2
                        DEFERRALS AND DEEMED INVESTMENTS

      2.1 ELIGIBILITY.

          (a)  Employees  eligible  to  participate  in the  Plan are any of the
      select group of management or highly compensated  employees of the Company
      or  its  Participating   Subsidiaries  whose  compensation  or  production
      otherwise exceeds a level deemed  appropriate by the Committee and who are
      invited to become participants by the Committee.

          (b)  No  deferrals,   Company  Contributions  or  other  benefits  are
      available under the Plan, other than deferrals,  Company  Contributions or
      other benefits in respect of

              (i)  services   rendered  to  the  Company  or  its  Participating
         Subsidiaries  by an  employee  of  the  Company  or  its  Participating
         Subsidiaries who is a non-


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         resident  of Canada  for the  Income Tax Act  (Canada)  throughout  the
         period during which the services were rendered;

              (ii)  services  rendered  to  the  Company  or  its  Participating
         Subsidiaries  by an  employee  of  the  Company  or  its  participating
         Subsidiaries  other than services  that were  primarily (a) rendered in
         Canada;  (b) rendered in connection  with a business  carried on by the
         Company  or  its  Participating   Subsidiaries  in  Canada;  or  (c)  a
         combination of services described in (a) and (b).

      2.2 ELECTION TO VOLUNTARILY  DEFER  COMPENSATION.  Eligible  employees may
enroll  in the Plan by  electing  to defer a  percentage  of  their  Gross  Cash
Compensation  or such portion of their Gross Cash  Compensation as the Committee
may  designate  with  respect to services to be rendered in the next  succeeding
year (the "Voluntary  Deferred  Compensation").  Elections must be made no later
than  December  31 of the year  immediately  preceding  the  year in which  such
Voluntary Deferred Compensation will be earned; provided,  however, that subject
to such changes as may be  determined  by the  Committee,  new  employees of the
Company or a  Participating  Subsidiary  who are eligible to  participate in the
Plan shall have 30 days from such  employee's  hiring date to submit an Election
Form  for  such  Plan  Year.  FOR A  GIVEN  PLAN  YEAR,  AN  ELECTION  TO  DEFER
COMPENSATION IS IRREVOCABLE  AFTER IT IS ACCEPTED BY THE COMMITTEE.  An election
by employees who are first  eligible to  participate  in the Plan during a given
year shall become  effective as of the first day of the month following the date
such Election Form is submitted.

      The Committee shall from time to time establish the maximum  percentage of
a participant's  Gross Cash Compensation that he or she may elect to defer under
the Plan. Deferred Compensation will be deferred by payroll reduction.

      2.3 MANDATORY DEFERRAL OF COMPENSATION. In connection with the designation
of an  employee  of the  Company or a  Participating  Subsidiary  as an eligible
participant under the Plan, the Committee, from time to time and in its sole and
absolute discretion, may also designate a percentage of such participant's Gross
Cash  Compensation  which  must be  deferred  in  accordance  with  the  further
provisions of this Plan,  which shall  constitute such  participant's  mandatory
deferred compensation (the "Mandatory Deferred Compensation").

      2.4 ELECTION OF  INVESTMENTS.  Upon electing to  participate  in the Plan,
each  participant  shall  have  the  opportunity  to  choose  the  form  of  the
hypothetical  investment  of his or her  Deferred  Compensation  by  electing to
credit  such  deferrals  for any  Plan  Year to one or more of the  hypothetical
investments established by the Committee. The available hypothetical investments
are  described in Section 3. If a  participant  fails to elect how deferrals are
deemed to be invested, such Deferred Compensation shall be deemed to be invested
at the Plan Interest Rate.

      Accounts  for  Plan  participants  will  be  established  for  bookkeeping
purposes only and will not be considered  as, or as evidence of the creation of,
a trust fund or a transfer or other segregation of assets for the benefit of the
Plan participants or their estates. Such accounts shall


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be established and credited with the appropriate  amounts as provided for in the
Plan  as of  the  end of  each  business  day,  or in the  case  of any  Company
Contributions  determined  after  the end of the Plan  Year,  on the last day of
February  following  the end of the Plan  Year.  Amounts  deemed  credited  to a
participant's account in cash shall not be credited with interest, and shall not
be deemed to be invested in any interest-bearing item.

      2.5 INTRA-PLAN  TRANSFERS.  Subject to such rules as the  Committee,  from
time to time and in its sole and absolute discretion,  may impose, a participant
may elect to have all or a portion of his or her Voluntary Deferred Compensation
and Mandatory Deferred Compensation  hypothetical investments transferred to any
other type of hypothetical  investment (except that after the initial investment
election,  no  transfer  may be made into  Company  common  shares,  and Company
Contributions  in the form of Company common shares may not be transferred  into
or out of Company  common  shares).  Participants  may  initiate  an  intra-Plan
transfer by  submitting  a request in writing to the Company in such form as the
Committee shall determine.

      2.6 COMPANY  CONTRIBUTIONS.  The Committee shall establish whether and the
extent to which a participant who has elected to defer compensation  pursuant to
the terms of the Plan is eligible for  additional  contributions  by the Company
(the  "Company  Contributions").  If a  participant  is  entitled  to a  Company
Contribution,  after  the end of the  Plan  Year and at such  other  time as the
Committee, in its sole discretion,  shall determine,  his or her account will be
deemed to have been allocated the number of Company common shares,  rounded down
to the  nearest  share,  resulting  from  dividing  the  amount  of the  Company
Contribution  by the  closing  price  per  Company  common  share on the NYSE as
reported on the day of crediting.  Fractional  shares, if any, will be allocated
to a participant's account as cash in an amount equal to the applicable fraction
of a share  multiplied by the closing price per Company common share on the NYSE
as reported on the day of crediting. As determined in the sole discretion of the
Committee, Company Contributions may be either:

               (a)  a   matching   percentage   of  a   participant's   Deferred
          Compensation in excess of the Matching  Threshold Amount. The Matching
          Threshold  Amount  and  related  Company  Contributions  may vary with
          certain  performance-based  measures  established by the Participating
          Subsidiary,  or such other  performance  factors as  determined by the
          Committee.   The  Matching   Threshold  Amount  will  be  based  on  a
          performance grid approved annually by the Committee and distributed to
          each participant; or

               (b) such other amount as  determined by the Committee in its sole
          discretion.

                                   SECTION 3
                 INFORMATION CONCERNING INVESTMENT ALTERNATIVES

      3.1 COMPANY COMMON SHARES.

              (i) Company Common Shares. For any Plan Year, in connection with a
         participant's  election  to  have a  portion  of  his  or her  Deferred
         Compensation  credited toward Company common shares, such participant's
         account shall be


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         deemed to have  been  allocated  the  number  of whole  Company  common
         shares, rounded down to the nearest share, resulting from dividing such
         portion of the  participant's  Deferred  Compensation  allocated to the
         investment in Company common shares and Company Contributions,  if any,
         by the closing  price per Company  common share on the NYSE as reported
         on the day of crediting.  Fractional  shares, if any, will be allocated
         to a participant's account as cash in an amount equal to the applicable
         fraction of a share  multiplied by the closing price per Company common
         share on the NYSE as reported on the day of crediting.

              Except as otherwise  provided in the Plan,  Deferred  Compensation
         may be credited toward Company common shares only in connection with an
         original investment election or deferral.

              (ii)  Dividends  on Company  common  shares.  At such times as the
         Company declares dividends on its common shares, an amount equal to the
         number of Company common shares credited to a participant's  account on
         the record date  multiplied by the declared  dividend per share in U.S.
         dollars (such dividend to be calculated without taking into account any
         and all  Canadian  withholding  taxes to which such  dividend  might be
         subject,  if actually  paid) will be credited,  on the payment date, to
         such  participant's  account in cash (if dividends are paid in cash) or
         in Company common shares (if dividends are declared in common  shares),
         or in such other property determined by the Committee.

              (iii) Additional  Purchases of Company Common Shares.  All amounts
         credited  to a  participant's  account  as a result of either  (x) cash
         dividends or (y) fractional  Company common shares,  shall be deemed to
         have been used to purchase  Company  common  shares  daily,  or on such
         other date as determined by the  Committee in its sole  discretion.  No
         fractional shares shall be purchased.  The number of additional Company
         common shares credited to each  participant's  account after the end of
         each day due to the hypothetical  purchases described in this paragraph
         shall be equal to the number of whole Company  common  shares,  rounded
         down,  derived by  dividing  the total  amount of cash  credited to the
         participant's  account as  described in this Section 3.1 by the closing
         price per Company  common  share on the NYSE as reported on the date of
         the hypothetical purchase of the Company common shares credited to such
         participant's  account  under  this  Section  3.1.  Any  credited  cash
         hereunder that would  otherwise be deemed to have been used to purchase
         a  fractional  Company  common  share  shall,  instead,  continue to be
         credited to the participant's amount in cash. No Company  Contributions
         will be made in connection with the  hypothetical  purchases of Company
         common  shares  credited to a  participant's  account  pursuant to this
         Section 3.1.


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      3.2 PLAN INTEREST RATE. Participants may elect to have all or a portion of
their Deferred Compensation invested at an interest rate determined from time to
time by the Committee (the "Plan Interest Rate").

      3.3 MUTUAL FUNDS.

               (i) Mutual Funds. Participants may elect to have all or a portion
          of their Deferred  Compensation  deemed  invested in any of the mutual
          funds which have been selected by the Committee and may be replaced or
          eliminated  from  time-to-time at the discretion of the Committee (the
          "Mutual Funds"). Participants accounts will be allocated the number of
          units  (including  fractional  units)  of a Mutual  Fund  equal to the
          portion of his or her Deferred  Compensation  allocated to investments
          in Mutual Funds divided by the Mutual Fund Price.

               (ii)  Interest or  Dividends  on Mutual  Funds.  At such times as
          interest  or  dividends  are paid or other  distributions  are made in
          connection   with  a  Mutual  Fund  (a  "Fund   Addition   Date"),   a
          determination  will be  made  as to the  number  of  units  (including
          fractional  units) of the  Mutual  Fund which  will be  credited  to a
          participant's  account  as of the  Fund  Addition  Date.  On the  Fund
          Addition  Date,  an amount  equal to the number of units of the Mutual
          Fund credited to a participant's  account  multiplied by the amount of
          the  interest or dividend per unit of the Mutual Fund will be credited
          to  such  participant's  account,  or  other  fund  determined  by the
          Committee.  Interest  payments or other  distributions  will be deemed
          reinvested in additional units of the Mutual Fund at prevailing market
          prices on the Fund Addition Date.

      3.4  VALUATION.  The notional  value of a  participant's  accounts will be
updated  daily  to  reflect  any  increases  or  decreases  in the  value of the
participant's hypothetical investment.

      The account of a  participant  with a  hypothetical  investment  in Mutual
Funds will be debited by an amount  representing  a quarterly fee. The amount of
the  quarterly  fee  will  be  determined  by  multiplying   the  value  of  the
participant's  hypothetical investment in Mutual Funds, as described above, by a
decimal,  which for 2004 is  0.000625.  The  Committee  shall  from time to time
review  this  calculation  and  may  change  the  decimal  factor  used  in this
calculation.

                                   SECTION 4
                                     VESTING

      4.1 VESTING OF VOLUNTARY  DEFERRED  COMPENSATION.  All Voluntary  Deferred
Compensation  recorded in a  participant's  account shall be fully vested at all
times.

      4.2 VESTING OF MANDATORY DEFERRED COMPENSATION AND COMPANY  CONTRIBUTIONS.
Mandatory  Deferred  Compensation  and Company  Contributions in a participant's
account shall vest on the date or dates determined by the Committee, in its sole
discretion.  The Committee will announce any  prospective  change in the vesting
schedule  with  respect  to  Company  Contributions  (and the  related  dividend
additions, if any) prior to December 31 of the year


                                      -7-
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preceding each new Plan Year.  Unless  otherwise  amended by the Committee,  all
time period measurements for the vesting schedules  established by the Committee
shall  commence on January 1 of the Plan Year following the Plan Year in which a
participant becomes eligible to receive a Company Contribution.  Notwithstanding
the foregoing,  a  participant's  Mandatory  Deferred  Compensation  and Company
Contributions will immediately vest in full upon:

               (i) the death or Disability of such participant; or

               (ii) the  one-year  anniversary  of such  participant's  Approved
          Retirement,  subject to acceleration or modification by the Committee,
          unless the Committee has declared in writing to the participant that a
          particular Company Contribution will not be eligible.

      4.3  TERMINATION  FOR CAUSE.  Notwithstanding  anything to the contrary in
this Section 4, if a  participant  ceases to be employed by the Company,  or any
other  affiliate  of the  Company at any time prior to the  distribution  of the
investments  described  herein  due to his or her  gross or  willful  misconduct
during the course of his or her  employment,  including theft or commission of a
gross misdemeanor or felony,  upon such participant's  termination all of his or
her Mandatory Deferred Compensation and Company Contributions will be forfeited,
regardless of whether the vesting  schedule has otherwise  been  satisfied  with
respect  to such  shares or  assets,  and the  proceeds  thereof  will be deemed
returned to the Company.

      4.4 TERMINATIONS DUE TO RESTRUCTURING.  In the event a participant  ceases
to be  employed  by the  Company,  any  Participating  Subsidiary  and any other
affiliate of the Company due to an  organizational  restructuring (as determined
in the sole discretion of the Committee), all Mandatory Deferred Compensation in
such  participant's  account  shall  become  vested,  but all  unvested  Company
Contributions shall be forfeited.

      4.5 FORFEITURES.  Except as otherwise  specifically set forth herein,  all
Company Contributions and Mandatory Deferred Compensation that are not vested on
the participant's  employment  termination date shall be deemed  forfeited,  and
such participant's account shall be appropriately reduced.

                                   SECTION 5
                                  DISTRIBUTIONS

      5.1 DISTRIBUTIONS.  Except as otherwise  described below, upon electing to
participate in the Plan, a participant  will also make an  irrevocable  election
with  respect  to the  timing of the  payment of the  amounts  credited  to such
participant's  account.  Subject  to this  Section  5 and any  other  terms  and
conditions  the  Committee  may  impose,  a  participant  may elect to have such
distribution made either:

               (a) upon the  earlier to occur of a  specified  date  (which date
          must fall on the last day of a calendar quarter) or the date of his or
          her Separation; or

               (b) upon such Separation.


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      5.2 DISTRIBUTION DATES.

         (a)   Distribution   pursuant   to  the   in-service   election   date.
Distributions are made in a single payment as soon as practicable after the date
selected by the participant,  if the distribution is triggered by the in-service
date selected by the  participant  on his or her Election Form (the  "In-Service
Payment Date").

         (b) Distribution pursuant to Separation prior to the In-Service Payment
Date.  Distributions are made in two annual  installments if the distribution is
triggered by the participant's  Separation prior to the In-Service  Payment Date
selected by the participant on his or her Election Form. Such distributions will
be made as soon as practicable  after January 15 of the two Plan Years following
the date of Separation. Upon Separation, the first installment shall be equal to
50% of all amounts deemed allocated to a participant's  account on the date such
account is valued for purposes of  distributing  the first payment date, and the
second  installment  shall be  equal  to the  remainder  of all  amounts  deemed
allocated to such  participant's  account on the date such account is valued for
purposes of distributing the second payment date (in each case, less any amounts
required to be withheld as described in Section 5.5).  Distributions pursuant to
this section  shall be made pro-rata  from all of a  participant's  hypothetical
investments.

         (c) Distributions pursuant to an election to receive distributions upon
Separation or Approved Retirement. Distributions will be made to the participant
in two annual  installments  as soon as practicable  after January 15 of each of
the two Plan Years  following the year of Separation in the manner  described in
Section 5.2(b) if the  participant  has elected to have the  distributions  made
upon  Separation  pursuant  to  Section  5.1(b);   provided,   however,  that  a
participant  shall be  entitled  to  change,  on a  one-time  basis  only,  such
participant's  Separation  election  with respect to an Approved  Retirement  to
extend the number of post-Approved  Retirement  installment  payments  described
above from two annual  installments to three, four or five annual  installments;
and  provided,  further,  that  such  change in his or her  Approved  Retirement
election must be made at least twelve (12) months prior to the effective date of
such participant's  Approved Retirement.  Distributions pursuant to this section
shall be made pro-rata from all of a participant's hypothetical investments.

         (d)   Distributions   following  death  or  Disability.   Distributions
following  death  or  Disability  shall  be  made  in a  single  payment  to the
participant or to his or her estate as soon as practicable after such event.

         (e) Other. The Committee reserves the right to distribute  accounts and
terminate  participation of participants who transfer  employment outside of the
United States.

      5.3 FORM OF DISTRIBUTIONS.

         (a) Distributions of Company common shares.

              (i) All  distributions  of  hypothetical  investments  in  Company
         common shares will be in the form of Company  common  shares,  less the
         number of common shares equal to the minimum  amount of tax required to
         be withheld.


                                      -9-
<PAGE>


         Any Company common shares  distributed  under the Plan shall be Company
         common shares that have been  previously  issued and that are currently
         trading  in the  market,  or subject  to the  approval  of the Board of
         Directors of the Company and any required  regulatory  and  shareholder
         approvals, authorized but previously unissued Company common shares;

              (ii)  The  value  of  each  Company  common  share  credited  to a
         Participant's  account  shall be equal to the closing price per Company
         common share on the NYSE as reported for the business day following the
         applicable distribution date describe in section 5.2;

              (iii)  All  distributions  shall be in the  form of whole  Company
         common shares. Fractional shares, if any, shall be distributed in cash.

         (b)  Distributions  of  Investments  in Mutual Funds.  A  Participant's
hypothetical  investment in mutual funds shall be distributed in cash,  less the
amount of cash needed to satisfy  withholding  requirements  with respect to all
applicable  federal,  state  and  local  taxes.  The  value  of a  Participant's
hypothetical  investment in Mutual Funds shall be determined by multiplying  the
total number of units of the Mutual Fund credited to the  participant's  account
by the Mutual Fund Price, in each case,  measured as close as practicable to the
distribution date set forth above.

         (c)   Distributions   of  Investment  in  the  Plan  Interest  Rate.  A
Participant's  hypothetical  investment  in the  Plan  Interest  Rate  shall  be
distributed  in cash,  less the  amount of cash  needed to  satisfy  withholding
requirements with respect to all applicable federal, state and local taxes.

         Notwithstanding Section 5.3(a), the Committee, in its sole and absolute
discretion,  may cause distributions with respect to a Participant's  account to
be made,  at the  Company's  option,  in Company  common  shares  that have been
previously issued and that are currently  trading in the market,  or, subject to
the  approval  of the  Board  of  Directors  of the  Company  and  any  required
regulatory and shareholder approvals, authorized but previously unissued shares;
the value of all such  shares  shall be equal to the  closing  price per Company
common  share  on the  NYSE as  reported  for the  business  day  following  the
applicable distribution date describe in section 5.2.

      5.4  DISTRIBUTIONS  TO  BENEFICIARIES.  Distribution  of the  hypothetical
investments  recorded in the account of a participant who dies before payment to
such  participant  is made  shall  commence  or be  made  to such  participant's
beneficiary or the personal  representative of the participant's  estate as soon
as practicable.

      5.5 DESIGNATION OF BENEFICIARY.  Each participant  shall have the right to
designate  in  writing,  in  form  satisfactory  to the  Committee,  one or more
beneficiaries to receive the unpaid balance of the participant's  account in the
event of such participant's death prior to receiving full distribution  thereof,
and may  change  or  revoke  any  prior  Beneficiary  designation  by a  similar
instrument in writing prior to his or her death. If a participant  shall fail to
designate a beneficiary  or,  having  revoked a prior  beneficiary  designation,
shall fail to designate a new beneficiary, or in


                                      -10-
<PAGE>


the event the participant's  beneficiary  designation shall fail, in whole or in
part, by reason of the prior death of a designated  beneficiary or for any other
cause, then the  undistributed  balance of the  participant's  accounts,  or the
portion  thereof as to which such  designation  shall fall,  as the case may be,
shall be paid to the personal representative of the participant's estate.

      5.6 DISCLAIMERS BY BENEFICIARIES. A beneficiary entitled to a distribution
of all or a portion of a deceased participant's accounts may disclaim his or her
interest  therein  subject to the  following  requirements.  To be  eligible  to
disclaim,  a  beneficiary  must be a natural  person,  must not have  received a
distribution  of all or any portion of such accounts at the time such disclaimer
is executed and delivered,  and must have attained at least age twenty-one  (21)
years as of the  date of the  participant's  death.  Any  disclaimer  must be in
writing  and must be  executed  personally  by the  beneficiary  before a notary
public. A disclaimer shall state that the  beneficiary's  entire interest in the
undistributed  accounts is disclaimed  or shall specify what portion  thereof is
disclaimed.  To  be  effective,   duplicate  original  executed  copies  of  the
disclaimer  must be both executed and actually  delivered to the Committee after
the date of the participant's  death but not later than one hundred eighty (180)
days  after  the  date  of  the  participant's  death.  A  disclaimer  shall  be
irrevocable when delivered to the Committee. A disclaimer shall be considered to
be delivered to the Committee only when actually received by the Committee.  The
Committee shall be the sole judge of the content, interpretation and validity of
a purported disclaimer.  Upon the filing of a valid disclaimer,  the beneficiary
shall be  considered  not to have  survived the  participant  as to the interest
disclaimed.  A  disclaimer  by a  beneficiary  shall not be  considered  to be a
transfer of an interest in  violation of the  provisions  of Section 6 and shall
not be  considered to be an assignment or alienation of benefits in violation of
any law  prohibiting  the  assignment or alienation of benefits under this Plan.
The Committee shall recognize no other form of attempted disclaimer.

      5.7 CERTAIN FEDERAL INCOME TAX CONSEQUENCES.  Due to the complexity of the
applicable  provisions  of the Internal  Revenue  Code of 1986,  as amended (the
"Code"), this summary of certain federal income tax consequences only sets forth
the general tax principles  affecting the Plan. These general tax principles are
subject to changes which may be brought about by  subsequent  legislation  or by
regulations and  administrative  rulings,  which may be applied on a retroactive
basis. Participants may be subject to state or local income taxes as a result of
their  election to defer  compensation  pursuant to the Plan and should refer to
the applicable laws in those jurisdictions.

      Neither the Company nor any Participating  Subsidiary has obtained, and as
a result of various  provisions  the Plan is not eligible for, a ruling from the
Internal   Revenue  Service  (the  "IRS")   regarding  the  federal  income  tax
consequences associated with participation in the Plan.  ACCORDINGLY,  EACH PLAN
PARTICIPANT SHOULD CONSULT HIS OR HER OWN TAX COUNSEL ON QUESTIONS REGARDING TAX
LIABILITIES ARISING UPON ANY ELECTION TO DEFER COMPENSATION PURSUANT TO THE PLAN
AND ANY DISTRIBUTIONS MADE TO SUCH PARTICIPANT PURSUANT TO THE PLAN.

      The  Plan   provides   that  the  election  to  defer  any  portion  of  a
participant's  compensation  is made prior to the  performance  of the  personal
services  for  the  Company  or  any  Participating   Subsidiary  to  which  the
compensation relates. Accordingly, the Company believes that Plan


                                      -11-
<PAGE>


participants  are not expected to recognize  either the deferred  amounts or the
Company  Contributions  as ordinary income for federal income tax purposes until
such amounts are actually paid or distributed to them by the Company;  provided,
that, such amounts may still be subject to Federal  Insurance  Contribution  Act
("FICA") taxes. Similarly,  the Company is not expected to be allowed any income
tax  deduction  on account of the Plan,  except that the Company will be allowed
such an income tax  deduction  in the amount  that,  and for its taxable year in
which, a Plan participant  recognizes ordinary income thereunder,  to the extent
such  amount   satisfies  the  general   rules   concerning   deductibility   of
compensation.  As described above and in "Tax Withholding" below, it is expected
that the Company  will be required to withhold or otherwise  collect  income and
other payroll taxes upon such amounts as required under Section 3402 and certain
other sections of the Code.

      5.8 TAX WITHHOLDING.  All  distribution  payments will be treated as wages
for tax purposes and therefore will be made net of all applicable income,  FICA,
payroll and other taxes  required to be withheld.  In connection  with any event
that gives rise to a federal or other governmental tax withholding obligation on
the part of the Company or any of its  subsidiaries  or  affiliates  relating to
amounts  under  the  Plan  (including,  without  limitation,  FICA  tax),  (i) a
participant's  employer  may  deduct or  withhold  (or cause to be  deducted  or
withheld)  from any payment or  distribution  to a  participant,  whether or not
pursuant to the Plan,  or (ii) the  Committee  shall be entitled to require that
the  participant  remit cash to the  Company,  his or her employer or any of its
subsidiaries or affiliates  (through payroll  deductions or otherwise),  in each
case in an amount  sufficient  in the  opinion of the  Company  to satisfy  such
withholding obligations.

      5.9 ERISA MATTERS. Although the Plan is not qualified under Section 401 of
the Code, the Plan might be determined to be an "employee  pension benefit plan"
as defined by the Employment  Retirement Income Security Act of 1974, as amended
("ERISA").  If the Plan is determined to be an "employee  pension benefit plan,"
the  Company   believes  that  it  constitutes  an  unfunded  plan  of  deferred
compensation  maintained for a select group of management or highly  compensated
employees  and,  therefore,  it is  exempted  from many  ERISA  requirements.  A
statement  has been  filed  with the  Department  of Labor to comply  with ERISA
reporting and disclosure requirements.

                                   SECTION 6
                             SPENDTHRIFT PROVISIONS

      Neither any participant nor the personal representative of any participant
shall have any transferable  interest in the participant's  account or any right
to anticipate, alienate, dispose of, pledge or encumber the same prior to actual
receipt of payments in accordance  with the rules  described in Section 4 and 5,
nor shall the same be subject to attachment,  garnishment,  execution  following
judgment or other legal process  instituted by creditors of the  participant  or
any the personal representative of the participant.


                                      -12-
<PAGE>


                                   SECTION 7
                                 ADMINISTRATION

      7.1 THE  COMMITTEE.  The Plan will be  administered  by the U.S.  Benefits
Administrative  Committee (the  "Committee")  appointed by the Senior  Executive
Vice President of Human Resources - Public Affairs of the Company. The Committee
has the full power and sole  discretionary  authority to make all determinations
provided for in the Plan, including, without limitation,  promulgating rules and
regulations  as  the  Committee  considers  necessary  or  appropriate  for  the
implementation  and management of the Plan as well as rules to address potential
conflicts of  interest;  provided,  that,  the Board of Directors of the Company
also has the full power and discretionary  authority to make determinations with
respect to the Plan having the effect of materially  increasing  the cost of the
Plan  to  the  Company  or  any  Participating  Subsidiary,  including,  without
limitation,   decisions  regarding  Company  Contributions  and  eligibility  to
participate in the Plan.

      7.2  CLAIMS  PROCEDURE.  If any  participant  or his or her  estate  is in
disagreement  with any  determination  that has been made for payment under this
Plan, a claim may be presented to the  Committee in accordance  with  procedures
set forth in this Section 7.

      7.3 MAKING A CLAIM. The claim must be written and must be delivered to the
Committee.  Within 90 days  after  the claim is  delivered,  the  claimant  will
receive either: (i) a decision or (ii) a notice describing special circumstances
requiring a specified  amount of additional time (but no more than 180 days from
the day the claims as delivered) to reach a decision.

      If the claim is wholly or partially  denied,  the claimant  will receive a
written notice specifying:  (i) the reasons for denial; (ii) the Plan provisions
on which the denial is based;  and (iii) any  additional  information  needed in
connection with the claim and the reason such  information is needed.  Notice of
the claimant's right to request a review (as described in Section 7.4) will also
be given to the claimant.

      7.4  REQUESTING  REVIEW OF A DENIED  CLAIM.  A claimant may request that a
denied  claim be  reviewed.  The  request for review must be written and must be
delivered to the Committee  within 60 days after  claimant's  receipt of written
notice that the claim was denied.  A request for review may (but is not required
to) include  issues and  comments  that the  claimant  wants  considered  in the
review.  The  claimant  may  examine  pertinent  Plan  documents  by asking  the
Committee  for such  documents.  Within 60 days after  delivery of a request for
review,  the claimant  will  receive  either:  (i) a decision;  or (ii) a notice
describing special circumstances requiring a specified amount of additional time
(but no more than 120 days from the day the request for review was delivered) to
reach a decision.

      The decision  will be in writing and will specify the Plan  provisions  on
which it is based.

      7.5 IN GENERAL.  All  decisions on claims and on reviews of denied  claims
will be made by the Committee. The Committee also reserves the right to delegate
its authority to make


                                      -13-
<PAGE>


decisions. The Committee may, in its discretion, hold one or more hearings. If a
claimant  does not receive a decision  within the specified  time,  the claimant
should assume the claim was denied or re-denied on the date the  specified  time
expired.  The claimant may, at the claimant's  own expense,  have an attorney or
other  representative act on behalf of the claimant,  but the Committee reserves
the right to require a written authorization.

                                   SECTION 8
                          OTHER ADMINISTRATIVE MATTERS

      8.1 REPORTING.  As soon as  administratively  feasible after each calendar
quarter end, the Company will prepare and deliver to each  participant  a report
showing (i) the amounts  credited to the  participant's  account  since the last
report from the Company,  and (ii) the amounts of any  distributions  made since
the last  report.  At its  discretion,  the Company may prepare and deliver more
frequent reports to Plan participants.

      8.2 PLAN OBLIGOR; STATUS AS UNSECURED GENERAL CREDITORS.

          (a)  This  section   describes   which  entity  is   responsible   for
      satisfaction of amounts payable to participants  under the Plan (the "Plan
      Obligor").  The  Company  shall  be  the  Plan  Obligor  with  respect  to
      distributions from all accounts; provided, however, that the participant's
      Participating  Subsidiary  shall  be the  Plan  Obligor  with  respect  to
      investments  of  Mandatory  Deferred   Compensation  and  related  Company
      Contributions thereon, except as set forth in subsection (b) below.

          (b) The Company shall be the Plan Obligor with respect to all accounts
      of  participants  who are residents,  for tax purposes,  in California and
      Arizona during the Plan Year.

          (c) All participants are general  unsecured  creditors of the relevant
      Plan  Obligor with respect to amounts  payable  pursuant to  distributions
      from the accounts described in (a) and (b) above.

As such, participants and their estates shall not have any secured or preferred
interest by way of trust, escrow, lien or otherwise in any specific assets, the
Company, or any Participating Subsidiary. The Plan does not require that any
hypothetical investments under this Plan be funded by the Company. If a Plan
Obligor, in fact, elects to set aside monies or other assets to meet its
obligations under the Plan (there being no obligation to do so) through the
creation of a trust or otherwise, such monies or other assets shall be subject
to the claims of its general creditors, and neither any participant nor any
beneficiary of any participant shall have a legal, beneficial or security
interest therein.

      8.3 DISCLAIMER OF EMPLOYMENT AND BONUS RIGHTS.  The Plan is not a contract
for  employment  and does not grant any employee the right to be retained in the
employment  of the  Company  or any  participating  subsidiary  or to obtain any
compensation.  Upon dismissal or severance of employment,  no participant  shall
have any right or interest under the Plan,  other than as specifically  provided
herein.


                                      -14-
<PAGE>


      8.4 ADMINISTRATIVE  EXPENSES OF THE PLAN. Participants will be responsible
for all  administrative  expenses incurred with respect to this Plan and for all
administrative expenses and other fees of this Plan (to the extent such expenses
are not paid by the Company),  including the costs of outsourced  record-keeping
(which expenses will be deducted proportionately among participant's accounts).

      8.5 NO COMPENSATION  UNDER THE RBC-U.S.A.  RETIREMENT AND SAVINGS PLAN. No
amounts of Deferred  Compensation  and related  Company  Contributions,  if any,
credited  to any  account  of a  participant  under  the Plan  shall  constitute
"recognized compensation" for purposes of the RBC-U.S.A.  Retirement and Savings
Plan,  as such terms are defined in such plan,  nor any other  employee  benefit
plan of the Company or its subsidiaries or affiliates.

      8.6 VOTING RIGHTS.  Participants'  accounts under the Plan are bookkeeping
accounts and,  accordingly,  Plan  participants  will not have any voting rights
with  respect to any  common  shares or any units or other  interests  in Mutual
Funds deemed allocated to any Participant's account.

      8.7 GOVERNING LAW. This  instrument has been executed and delivered in the
State of Minnesota and has been drawn in conformity to the laws of that State to
the extent not  preempted by federal law and shall be construed  and enforced in
accordance with the laws of the State of Minnesota.

                                   SECTION 9
                            AMENDMENT OR TERMINATION

      9.1 AMENDMENTS TO AND  TERMINATION OF PLAN.  While the Company intends for
the Plan to continue  indefinitely,  it may be amended or terminated at any time
by the  Committee  or the Board of  Directors  of the Company or by the Company,
including,  without  limitation (i) to ensure that neither the Plan Obligors nor
the   participants  are  subject  to  adverse  Canadian  or  United  States  tax
consequences  and (ii) to  modify  the  form of  distribution  of  participants'
accounts,  provided,  however,  that no such amendment or termination shall have
the effect of (i) reducing the vested portion of amounts  already  credited to a
participant's  account  or  (ii)  extending  the  time of  distribution  of such
participant's accounts, without the consent of such participant. In the event of
a  termination  of the Plan,  all  accounts  shall be deemed  vested and amounts
credited thereto shall be distributed to participants as soon as practicable.

      9.2 MERGER.  The Committee may cause all or part of this Plan to be merged
with  all or a  part  of  any  other  nonqualified  deferred  compensation  plan
maintained  by any  company.  If the  Committee  agrees  to such a  merger,  the
Committee  shall specify in writing the terms and  conditions of such merger and
may obtain such consents and agreements as it deems necessary or desirable.

      9.3 APPLICABILITY TO SUCCESSORS. This Plan shall be binding upon and inure
to the  benefit  of the  Company  and to the extent  that the  Company is a Plan
Obligor under the Plan for any accounts, the Participating  Subsidiaries,  their
successors and assigns, each Participant and


                                      -15-
<PAGE>


his or her  personal  representatives.  If the  Company  becomes  a party to any
merger,  consolidation or  reorganization,  this Plan shall remain in full force
and effect as any obligation of the Company or its successors in interest.