RBC to acquire Ferris, Baker Watts, Incorporated

    Strategic move expands wealth management presence in key U.S. regions

    MINNEAPOLIS, MN and WASHINGTON, DC, Feb. 14 /CNW/ - Royal Bank of Canada
(RY on TSX and NYSE), and Washington D.C.-based Ferris, Baker Watts,
Incorporated (FBW), today announced the signing of a definitive merger
agreement pursuant to which RBC Dain Rauscher Inc. will acquire FBW.
    The details of the transaction were not disclosed. The acquisition is
subject to customary closing conditions, including approval by U.S. and
Canadian regulators and by FBW shareholders. The transaction is expected to be
completed by mid 2008.
    FBW, a privately held, employee-owned full-service broker-dealer and
investment banking firm, has 42 branch offices and 15 Capital Markets/Support
Services Offices in ten states and the District of Columbia with more than 900
employees (330 of whom are financial consultants) and approximately
$18.5 billion in assets under administration.
    "FBW represents a strong strategic and cultural fit for the U.S. wealth
management business of RBC, and will significantly expand our presence in the
Eastern, Midwest and Mid-Atlantic regions -- all important markets for us,"
said John Taft, President and CEO of RBC Dain Rauscher - the RBC subsidiary
into which FBW will ultimately be combined.
    "From the very start of our discussions with RBC, it became clear that
they share our commitment to integrity and excellent service," said Roger L.
Calvert, President and CEO of FBW.
    "Our firms have distinguished reputations and through this agreement we
will both be able to increase services to our individual, corporate and
institutional clients," added George M. Ferris, Chairman of FBW.
    "The acquisition of FBW demonstrates RBC's continued commitment to
building our wealth management presence in the U.S. and takes us one step
closer to our goal of becoming a nationally recognized investment, advisory
and wealth management firm," added Taft.
    In addition to RBC Dain Rauscher, RBC's U.S. operations include: RBC
Centura, a personal and business bank based in Raleigh, N.C.; RBC Insurance, a
national provider of insurance protection and asset accumulation solutions
based in Greenville, S.C.; RBC Capital Markets, the corporate and investment
banking arm of RBC; and RBC International Wealth Management with offices in
New York, Miami, Houston and San Francisco.

    About Ferris, Baker Watts, Incorporated

    Ferris, Baker Watts, Incorporated (FBW) is a full-service securities
broker-dealer and investment banking firm with more than 900 employees,
serving clients nationally from 42 Retail Branches and 15 Capital Markets and
Support Services offices located in California, Colorado, the District of
Columbia, Delaware, Maryland, Michigan, North Carolina, Ohio, Pennsylvania,
Virginia and West Virginia. With one of the largest retail brokerage networks
in the Mid-Atlantic region, the firm maintains a focus on building and
preserving wealth for individual investors and has $18.5 billion in assets
under administration. FBW was formed in 1988 following the merger of Ferris
and Co. and Baker Watts (founded in 1900) and has operated independently since
that time serving individual, corporate and institutional clients.

    About RBC Wealth Management

    RBC Dain Rauscher Inc. is part of RBC's Wealth Management segment, which
directly serves affluent and high net worth clients in Canada, the United
States, Latin America, Europe and Asia, and provides asset management and
trust products and services through RBC and third-party distributors and has
nearly $500 billion of assets under administration, more than $160 billion of
assets under management and more than 3,600 financial consultants, advisors,
private bankers and trust officers. RBC Dain Rauscher, a wholly owned
subsidiary of Royal Bank of Canada, is one of the largest full-service
securities firms in the U.S. The company serves individual investors and
businesses through offices coast to coast, and capital markets and
correspondent clients in select U.S. and international markets. Founded in
1909, RBC Dain Rauscher is a member of the New York Stock Exchange and other
major securities exchanges, as well as the Securities Investor Protection

    About RBC

    Royal Bank of Canada (RY on TSX and NYSE) and its subsidiaries operate
under the master brand name of RBC. We are Canada's largest bank as measured
by assets and market capitalization and one of North America's leading
diversified financial services companies. We provide personal and commercial
banking, wealth management services, insurance, corporate and investment
banking, and transaction processing services on a global basis. We employ more
than 70,000 full- and part-time employees who serve more than 15 million
personal, business, public sector and institutional clients throughout offices
in Canada, the U.S. and 36 other countries. For more information, please visit

    Additional information
    RBC intends to file a registration statement on Form F-4 in connection
with the transaction, and FBW intends to mail a proxy statement/prospectus to
FBW's shareholders in connection with the transaction. Investors and
securityholders of FBW are urged to read the proxy statement/prospectus when
it becomes available because it will contain important information about the
companies, the transaction, the persons soliciting proxies relating to the
transaction, and related matters. When available, investors and
securityholders may obtain a free copy of the Form F-4 and the proxy
statement/prospectus at the SEC's web site at www.sec.gov, or from RBC or FBW.

               Safe Harbor Regarding Forward-Looking Statements
    Certain statements contained in this press release may be deemed to be
forward-looking statements under certain securities laws, including the "safe
harbor" provisions of the United States Private Securities Litigation Reform
Act of 1995 and in any applicable Canadian securities legislation, and Royal
Bank of Canada and Ferris, Baker Watts, Incorporated intend that such
forward-looking statements be subject to the safe-harbor created thereby.
These forward-looking statements include, but are not limited to statements
with respect to the acquisition of FBW by RBC. Forward-looking statements are
typically identified by words such as "believe", "expect", "forecast",
"anticipate", "intend", "estimate", "plan" and "project" and similar
expressions of future or conditional verbs such as "will", "may", "should",
"could", or "would".
    By their very nature, forward-looking statements require us to make
assumptions and are subject to inherent risks and uncertainties, which give
rise to the possibility that our predictions, forecasts, projections,
expectations and other forward-looking information, including statements about
the acquisition of FBW by RBC Dain Rauscher will not be achieved. We caution
readers not to place undue reliance on these statements as a number of
important factors could cause our actual results to differ materially from the
beliefs, plans, objectives, expectations, anticipations, estimates and
intentions expressed in such forward-looking statements. These factors
include, but are not limited to the possibility that the proposed transaction
does not close when expected or at all because required regulatory,
shareholder or other approvals are not received or other conditions to the
closing are not satisfied on a timely basis or at all, that the RBC Dain
Rauscher and FBW may be required to modify the terms and conditions of the
proposed transaction to achieve regulatory approval, or that the anticipated
benefits of the transaction are not realized as a result of such things as the
strength of the economy and competitive factors in the areas where FBW does
business; the impact of changes in the laws and regulations regulating
financial services and enforcement thereof (including banking, insurance and
securities); judicial judgments and legal proceedings; RBC Dain Rauscher's
ability to complete the acquisition of FBW and to integrate it with RBC Dain
Rauscher successfully; reputational risks, and other factors that may affect
future results of Royal Bank of Canada, RBC Dain Rauscher and FBW including
changes in trade policies, timely development and introduction of new products
and services, changes in tax laws, and technological and regulatory changes .
We caution that the foregoing list of important factors is not exhaustive.
Additional information about these and other factors can be found in RBC's
2007 Annual Report.
    Except as required by law, RBC, RBC Dain Rauscher and FBW assume no
obligation to update the forward-looking statements contained in this press

For further information:

For further information: Media Contacts: RBC, John Bousquet, RBC Dain
Rauscher, (612) 371-2225; Beja Rodeck, RBC, (416) 974-5506; Ferris, Baker
Watts, Incorporated, Robin Oegerle, FBW, (410) 659-4607; Investor Contacts:
Marcia Moffat, RBC, (416) 955-7803; Amy Cairncross, RBC, (416) 955-7809; For
general investor relations information please visit:

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