T-3/A 1 sc0230.txt AMENDMENT NO. 1 TO FORM T-3 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Amendment No. 1 to FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 ---------------------- RBC CENTURA BANKS, INC. ---------------------------------------------------- (Name of Applicant) 1417 CENTURA HIGHWAY ROCKY MOUNT, NORTH CAROLINA (Address of Principal Executive Offices of RBC Centura Banks, Inc.) SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED TITLE OF CLASS AMOUNT -------------- ------ Subordinated Guarantee of 8.50% Cumulative Trust $28,750,000 Preferred Securities Subordinated Guarantee of 8.50% Debentures $28,750,000 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: Not applicable. NAME AND ADDRESS OF AGENT FOR SERVICE: Elizabeth A. Edelman Secretary RBC Centura Banks, Inc. 1417 Centura Highway Rocky Mount, North Carolina 27804 ---------------------- Copy to: Donald J. Toumey Sullivan & Cromwell 125 Broad Street New York, New York 10004 (212) 558-4000 THE COMPANY HEREBY AMENDS THIS APPLICATION FOR QUALIFICATION ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS UNTIL (I) THE 20TH DAY AFTER THE FILING OF A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT IT SHALL SUPERSEDE THIS AMENDMENT, OR (II) SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 307(C) OF THE ACT, MAY DETERMINE UPON THE WRITTEN REQUEST OF THE COMPANY. ================================================================================ GENERAL 1. GENERAL INFORMATION. Furnish the following information as to the Applicant: (a) Form of organization: The Applicant is a corporation. (b) State or other sovereign power under the laws of which organized: State of North Carolina. 2. SECURITIES ACT EXEMPTION APPLICABLE. State briefly the facts relied upon by the Applicant as a basis for the claim that registration of the indenture securities under the Securities Act of 1933 is not required. On July 29, 1998, EBI Capital Trust I (the "Trust"), a Delaware statutory business trust formed pursuant to the Business Trust Act of the State of Delaware, issued 8.50% Cumulative Trust Preferred Securities (the "Preferred Securities"), guaranteed by Eagle Bancshares, Inc. ("Eagle"). On July 22, 2002, Eagle merged with and into RBC Centura Bank (the "Bank"), a wholly owned subsidiary of RBC Centura Banks, Inc. (the "Applicant"). The Applicant intends to issue its (1) Subordinated Guarantee of the Preferred Securities, and (2) Subordinated Guarantee of the 8.50% Debentures issued by the Bank to the Trust (collectively, the "Guarantees"). The Guarantees will be issued pursuant to a Preferred Securities Guarantee Agreement, among the Applicant and SunTrust Bank, as Trustee, for the benefit of the holders of the Preferred Securities. The issuance of the Guarantees by the Applicant does not constitute a "sale" as defined in Section 2(3) of the Securities Act and, consequently, registration under the Securities Act of 1933 (the "Securities Act") is not required. AFFILIATIONS 3. AFFILIATES. Furnish a list or diagram of all affiliates of the Applicant and indicate the respective percentages of voting securities or other bases of control. (a) Royal Bank of Canada, a Canadian chartered bank, and one of its wholly owned subsidiaries (RBC Holdings (Delaware) Inc.) own 100% of the voting stock of the Applicant. (b) A list of Royal Bank of Canada's subsidiaries is set forth below. In addition to the Applicant and the Applicant's subsidiaries (which are listed under item 3(c) below), Royal Bank owns, directly or indirectly, 100% of the voting securities of the following subsidiaries (unless otherwise noted): 2 ROYAL BANK OF CANADA RBC SERVICIOS TECNICOS C.A. ATLANTIS HOLDINGS LIMITED ROYAL BANK ACTION DIRECT INC. ROYAL BANK MORTGAGE CORPORATION ROYAL MUTUAL FUNDS INC./FONDS D'INVESTISSEMENT ROYAL INC. RBC FUNDS INC. RBC ADVISOR GLOBAL FUND INC. THE ROYAL BANK OF CANADA NOMINEES PTE LTD. 354931 ALBERTA LTD. FINFOR VENTURE CAPITAL CORPORATION HALCO INC. ROYAL BANK OF CANADA REPRESENTACOES S/C LTDA. (99.99 %) FINANCIAL SERVICES WORLDWIDE PTY LIMITED THE ROYAL TRUST COMPANY ROYAL TRUST MUTUAL FUNDS PARTNERSHIP 921008 ONTARIO LIMITED RBC INVESTMENT MANAGEMENT (ASIA) LIMITED RIVERSLEIGH (NOMINEE) LIMITED ROYAL TRUST REAL ESTATE LIMITED PARTNERSHIP (31.00%) (2) ROYAL TRUST REALTY INC. ROYAL TRUST BANK (ASIA) LTD. ROYAL TRUST NOMINEES PTE LTD. ROYAL TRUST ASIA GROUP LIMITED FERNCROFT HOLDINGS INC. OAK TECHNOLOGIES INCORPORATED AGENS REALTY INC. ROYAL BANK OF CANADA REINSURANCE (CAYMAN) LIMITED HOCHELAGA INSURANCE COMPANY LTD. ROYAL BANK OF CANADA INSURANCE COMPANY LTD. 3014665 CANADA INC. RBC TECHNOLOGY VENTURES INC. MILESTONE MEDICA CORPORATION (52.90 %) ELab TECHNOLOGY VENTURES INC. (53.10 %) 3506118 CANADA LIMITED RBC CAPITAL INVESTMENTS HOLDINGS (USA) INC. 3328678 CANADA INC. RBC TRUSTEES INTERNATIONAL LIMITED ROYAL BANK VENTURES INC. RBC TRADE ASIA LIMITED (99.00%) CONNOR CLARK LTD. MERCHANT ASSET MANAGEMENT CONNOR CLARK SHAREHOLDINGS LIMITED CONNOR CLARK COMMONWEALTH LTD. MERCHANT ASSOCIATES LTD. ROSEMOUNT INVESTMENTS LTD. KINGSBRAE INVESTMENTS LIMITED OPPE INVESTMENTS LTD. MERCHANT FINANCIAL HOLDINGS LTD. ROYAL BANK LEASEHOLDS INC. ROYAL BANK HOLDING INC. RT INVESTMENT MANAGEMENT HOLDINGS INC. RBC GLOBAL INVESTMENT MANAGEMENT INC. RT REALTY ADVISORS INC. RBC PRIVATE COUNSEL (USA) INC. RBC PRIVATE COUNSEL INC./RBC SERVICES-CONSEILS PRIVES INC. 3933164 CANADA INC. ROYAL BANK OF CANADA (ASIA) LIMITED INVESTMENT HOLDINGS (CAYMAN) LIMITED ROYAL BANK OF CANADA (BARBADOS) LIMITED (92.87 %) ROYAL BANK OF CANADA (CARIBBEAN) CORPORATION ROYAL BANK DS HOLDING INC. ROYAL BANK REALTY INC. GLOBE REALTY MANAGEMENT LIMITED ROYAL BANK PLAZA INC. ROYAL BANK PLAZA HOLDINGS LTD. 3 GLOBE REALTY HOLDINGS LTD. CANADIAN REALTY INC. CANADIAN REALTY REVENUE PROPERTIES LTD. GLOBE REALTY INC. 3901629 CANADA INC. RBC DOMINION SECURITIES LIMITED RBC DOMINION SECURITIES INC. RBC DOMINION SECURITIES (LONDON) LIMITED RBC DOMINION SECURITIES INTERNATIONAL LIMITED RBC DOMINION SECURITIES CORPORATION (55.00%) RICHARDSON COMMODITIES, INC. RBC DOMINION SECURITIES FINANCE S.A. PHW LEASES NO. 1 LTD. RBC DS FINANCIAL SERVICES INC. RBC DS FINANCIAL SERVICES (QUEBEC) INC. DS MARCIL INC. KAYANDAY NOMINEES LIMITED MCNEIL, MANTHA SECURITIES LIMITED FIRST UTILITY NT LTD. COMMISSION DIRECT INC. (50.00%) MAPLE LEAF WARRANT CORPORATION RBC DOMINION SECURITIES LIMITED (U.K. COMPANY) TC NT FINANCIAL CORPORATION 927966 ONTARIO LIMITED MUNICIPAL BOND ACQUISITION CORPORATION MBS INVESTMENT CONDUIT CORPORATION RBC DOMINION SECURITIES L.L.C. (55.00%) RBC DOMINION SECURITIES GmbH RBC DOMINION SECURITIES HOLDINGS (CARIBBEAN) LIMITED RBC DOMINION SECURITIES GLOBAL LIMITED RBC INVESTMENTS URUGUAY S.A. RBC DS FINANCIAL SERVICES (ONTARIO) INC. RBC INVESTMENT SERVICES (ASIA) LIMITED RBC FUTURES SERVICES (ASIA) LIMITED CALUMET INVESTMENT LIMITED RBC DOMINION SECURITIES (JAPAN) LTD. RICHARDSON GREENSHIELDS OF CANADA (JAPAN) LIMITED RICHARDSON GREENSHIELDS OF CANADA (U.K.) LIMITED 3442942 CANADA INC. (55.00%) RBC DOMINION SECURITIES (ALBERTA) LTD. 1289806 ONTARIO INC. (50.00%) TRP NT CORP. 3868010 CANADA INC. (99.00%) RBC CAPITAL MARKETS ARBITRAGE HOLDINGS INC. RBC CAPITAL MARKETS ARBITRAGE LLC RBC CAPITAL MARKETS ARBITRAGE SA RBC CAPITAL MARKETS ARBITRAGE SA 929766 ONTARIO LIMITED RBC ALTERNATIVE ASSETS, L.P. RBC ALTERNATIVE ASSETS INC. RBC ALTERNATIVE ASSETS, L.P. RBC DOMINION SECURITIES CORPORATION (45.00%) (2) RICHARDSON COMMODITIES, INC.RBC DOMINION SECURITIES L.L.C. (45.00%) (2) 3442942 CANADA INC. (45.00%) (2) 3305988 CANADA INC. ROYAL BANK EQUITY PARTNERS LIMITED 1348982 ONTARIO LTD. 1225235 Ontario Limited 595864 B.C. LTD. ERNEX MARKETING TECHNOLOGIES INC. RBC INSURANCE HOLDINGS INC. RBC LIFE INSURANCE COMPANY 3738027 CANADA INC. ASSURED ASSISTANCE INC. ROYAL BROKERS LIMITED (40.00%) (2) 4 RBC TRAVEL INSURANCE COMPANY RBC INSURANCE SERVICES INC. RBC GENERAL INSURANCE COMPANY R.B.C. HOLDINGS (BAHAMAS) LIMITED ROYAL BANK OF CANADA (BARBADOS) LIMITED (0.75%) ROYAL BANK OF CANADA (CARIBBEAN) CORPORATION RBC SERVICIOS FINANCIEROS (URUGUAY) S.A. RBC VENEZUELA, S.A. (98.55%) RBC ARGENTINA S.A. ( 99.00%) ROYAL BANK OF CANADA TRUST COMPANY (BAHAMAS) LIMITED MULTINATIONAL SERVICES (CAYMAN) LIMITED ROYAL BANK OF CANADA (BARBADOS) LIMITED (5.13%) ROYAL BANK OF CANADA (CARIBBEAN) CORPORATION MATARILLA COMPANY LIMITED CASSAVA COMPANY LIMITED HAMACA NOMINEE LIMITED R.B.C. INVESTMENTS LIMITED FINANCE CORPORATION OF BAHAMAS LIMITED (FINCO) (75.00%) FINCO INSURANCE AGENCY LIMITED ROYAL BANK OF CANADA REINSURANCE (CAYMAN) LIMITED (99.00%) HOCHELAGA INSURANCE COMPANY LTD. ROYAL BANK OF CANADA INSURANCE COMPANY LTD. RBC SERVICIOS FINANCIEROS S.A. REPRESENTANTE DE ROYAL BANK OF CANADA ROYAL BANK OF CANADA HOUSE (CAYMAN) LIMITED HIO LIMITED RBC GLOBAL INVESTMENT MANAGEMENT (JAPAN) LTD. RBC HOLDINGS (USA) INC. RBC HOLDINGS (DELAWARE) INC. U.S.A. REALTY HOLDINGS, INC. RBC INVESTMENTS (USA) INC. MERRITT ISLAND PROPERTIES, INC. RBC EQUITY INVESTMENTS INC. SECURITY FIRST NETWORK BANK RBC TRADE FINANCE (USA) INC. PRISM FINANCIAL CORPORATION PRISM MORTGAGE COMPANY PACIFIC GUARANTEE MORTGAGE CORP. VALLEY FINANCIAL ACQUISITIONS CO. LENDERS MORTGAGE SERVICES, L.L.C. MEI ACQUISITION CO. ILLINOIS GUARANTY TITLE, L.L.C. MORTGAGE MARKET INC. PRISM/APOLLO, INC. APOLLO HOUSING CAPITAL, L.L.C. (80.00%) AMERICORP ACQUISITIONS CO. BULL & BEAR SECURITIES, INC. RBC INSURANCE HOLDINGS (USA) INC. LC INSURANCE LTD. LIBERTY LIFE INSURANCE COMPANY LIBERTY CAPITAL ADVISORS, INC. LIBERTY INSURANCE SERVICES CORPORATION THE LIBERTY MARKETING CORPORATION RBC DAIN RAUSCHER CORPORATION HILL THOMPSON GROUP LTD. NET SECURITIES CORP. HILL, THOMPSON, MAGID & CO., INC. FREEDOM SERVICES & CO. TA INVESTMENTS INC. HILL THOMPSON MAGID LP HILL THOMPSON MAGID LP FREEDOM SERVICES & CO. FREEDOM SPECIALIST, INC. VOYAGEUR ASSET MANAGEMENT(MA) INC. FREEDOM TRUST COMPANY FREEDOM RESOURCE DEVELOPMENT, INC. FREEDOM PARTNERS 1 LP (1.00%) (1) 5 FREEDOM PARTNERS II LP (1.00%) (1) FREEDOM PARTNERS III LP (1.00%) (1) SUTRO VENTURE MANAGEMENT, INC. SUTRO INVESTMENT PARTNERS, INC. SUTRO INVESTMENT PARTNERS III LP (4.60%) (1) (2) SUTRO VENTURE PARTNERS I LP (1.00%) (1) (2) SUTRO INVESTMENT PARTNERS IV LLC (11.00%) (2) SUTRO VENTURE PARTNERS II LP (12.00%) (1) SUTRO INVESTMENT PARTNERS IV LLC (11.00%) (2) SUTRO VENTURE PARTNERS III LLC (4.00%) (2) SUTRO VENTURE FUND 34 LLC SUTRO INVESTMENT PARTNERS V LLC (50.00%) SUTRO INVESTMENT PARTNERS VI LLC (25.00%) SUTRO INVESTMENT PARTNERS VII LLC (24.00%) (2) SUTRO VENTURE PARTNERS IV LLC (7.00%) (2) SUTRO VENTURE FUND 34 LLC SUTRO INVESTMENT PARTNERS V LLC (50.00%) SUTRO INVESTMENT PARTNERS VI LLC (25.00%) SUTRO INVESTMENT PARTNERS VII LLC (24.00%) (2) SUTRO INVESTMENT PARTNERS VI LLC (2.00%) (2) SUTRO INVESTMENT PARTNERS VII LLC (24.00%) (2) SWP I - INFOTRIEVE LLC (13.00%) (1) (2) SWP II - ESI LLC (29.00%) (1) (2) SWP III - MED/WASTE LLC (5.00%) (1) (2) SWP IV - FORTRESS LLC (35.00%) (1) (2) SWP V - ALPHASERVE.COM LLC (16.00%) (1) (2) SWP VI - MONETRAK LLC (28.00%) (1) (2) SWP VII - INFOTRIEVE II LLC (14.00%) (1) (2) SWP VIII - eMEDSOFT.COM (4.00%) (1) (2) TADCO ALPHA, INC. TADCO BRAVO, INC. TUCKER ANTHONY REALTY CORPORATION T.A. OF DELAWARE, INC. TUCKER ANTHONY PRIVATE EQUITY CAPITAL I LLC (50.00%) TUCKER ANTHONY PRIVATE EQUITY FUND, LP (1.00%) (2) TUCKER ANTHONY PRIVATE EQUITY CAPITAL II LLC (50.00%) TUCKER ANTHONY PRIVATE EQUITY FUND II, LP (1.00%) (2) TUCKER ANTHONY PRIVATE EQUITY CAPITAL III LLC (50.00%) TUCKER ANTHONY PRIVATE EQUITY FUND III, LP (1.00%) (2) TUCKER ANTHONY PRIVATE EQUITY CAPITAL IV LLC (50.00%) TUCKER ANTHONY PRIVATE EQUITY FUND IV, LP (1.00%) (2) TUCKER ANTHONY PRIVATE EQUITY TECHNOLOGY CAPITAL LLC (50.00%) TUCKER ANTHONY PRIVATE EQUITY TECHNOLOGY FUND, LP (1%) (1) TACS IV INCENTIVE PLAN LP (1.00%) (1) TAMP INCENTIVE PLAN LP (1.00%) (1) TAMP II INCENTIVE PLAN LP (1.00%) (1) TACS III INCENTIVE PLAN LP (1.00%) (1) TACS II INCENTIVE PLAN LP (1.00%) (1) TAMM INCENTIVE PLAN LP (1.00%) (1) TAMM II INCENTIVE PLAN LP (1.00%) (1) TASM INCENTIVE PLAN LP (1.00%) (1) TUCKER ANTHONY PRIVATE EQUITY FUND, LP (4.40%) (2) TUCKER ANTHONY PRIVATE EQUITY FUND II, LP (3.70%) (2) TUCKER ANTHONY PRIVATE EQUITY FUND III, LP (1.00%) (2) TUCKER ANTHONY PRIVATE EQUITY FUND IV, LP (2.20%) (2) TUCKER ANTHONY PRIVATE EQUITY TECHNOLOGY FUND, LP (4.70%) (1) SWP IX - TEXTORE LLC SWP X - TEAM MUCHO LLC SWP XI - SUMMIT WIRELESS LLC DAIN RAUSCHER FOUNDATION DAIN RAUSCHER WESSELS, S.A. (99.99%) RBC DAIN RAUSCHER INC. SUTRO INVESTMENT PARTNERS III LP (1.00%) (1) GABRIELE HUEGLIN & CASHMAN INC. RBC DAIN RAUSCHER INSURANCE AGENCY OF MASSCHUSSETS, INC. TUCKER ANTHONY INSURANCE AGENCY OF NEW HAMPSHIRE, INC. 6 TUCKER ANTHONY INSURANCE AGENCY OF MAINE, INC. TUCKER ANTHONY AGENCY, INC. DAIN BOSWORTH CONSULTANTS INC. AMERICAN HOME ACCEPTANCE CORP. RPR MORTGAGE FINANCE CORP. DBI LEASING CORPORATION RBC DAIN RAUSCHER OF WYOMING INC. RBC DAIN RAUSCHER OFNEVADA INC. RAUSCHER PIERCE REFSNES LEASING, INC. WA&H INVESTMENT L.L.C RBC DAIN RAUSCHER INSURANCE AGENCY OF NEW MEXICO, INC. RBC DAIN RAUSCHER INSURANCE AGENCY INC. RBC DAIN RAUSCHER INSURANCE AGENCY OF OKLAHOMA INC. RBC DAIN RAUSCHER LENDING SERVICES INC. VOYAGEUR ASSET MANAGEMENT INC. DRW STRATEGIC VENTURES LP (52.00%) RBC PRIVATE COUNSEL (USA) CORPORATION RBC FINANCE B.V. RBC HOLDINGS (CHANNEL ISLANDS) LIMITED ROYAL BANK OF CANADA TRUST COMPANY (ASIA) LIMITED ORION ROYAL PACIFIC (NOMINEES) LIMITED RBC HONG KONG (NOMINEES) LIMITED RBC SECRETARIES (HONG KONG) LIMITED ROYAL BANK OF CANADA (CHANNEL ISLANDS) LIMITED ROYAL BANK OF CANADA INVESTMENT MANAGEMENT (GUERNSEY) LIMITED ROYAL BANK OF CANADA TRUSTEES (JERSEY) LIMITED GUERNROY LIMITED CANADA COURT LIMITED ROYAL BANK OF CANADA OFFSHORE FUND MANAGERS LIMITED ROYAL BANK OF CANADA TRUST COMPANY (CAYMAN) LIMITED CAYROY LIMITED ROYCAN PROTECTOR LIMITED TROYNOM LIMITED ROYAL BANK OF CANADA (IOM) LIMITED ROY NOMINEES (ISLE OF MAN) LIMITED SIXTY ATHOL STREET NOMINEES LTD. SIXTY TWO ATHOL STREET NOMINEES LTD. ROYAL BANK OF CANADA TRUST COMPANY (JERSEY) LIMITED THE INTERNATIONAL ROYAL TRUST COMPANY AG IONIC PROPERTIES LIMITED COLUMN PROPERTIES LIMITED ROYAL TRUST PROPERTIES (JERSEY) LIMITED RTC NOMINEES LIMITED CANADIAN TRUST (CI) LIMITED CONNOR CLARK TRUSTEES LIMITED ROYAL BANK OF CANADA FUND MANAGERS (JERSEY) LIMITED ROYAL BANK OF CANADA INTERNATIONAL FUND MANAGEMENT LIMITED ALL NOMINEES LIMITED ROYAL BANK OF CANADA INVESTMENT MANAGEMENT (INTERNATIONAL) LIMITED CORPORATE FUNDS MANAGEMENT SERVICES (C.I.) LIMITED ROYAL TRUST (BERMUDA) LIMITED RBC CORPORATE SERVICES (BERMUDA) LIMITED ROYAL BANK OF CANADA TRUST COMPANY (INTERNATIONAL) LIMITED PATERNOSTER FUND ADMINISTRATORS LIMITED ASHRAMA LIMITED L'ETOQUET LIMITED ROYAL BANK OF CANADA FUND ADMINISTRATORS LIMITED THE REGENT TRUST COMPANY LIMITED GRETEN TRUSTEES LIMITED PATERNOSTER MANAGERS LIMITED GRETEN TRUSTEES (UK) LIMITED REGENT CAPITAL TRUST CORPORATION LIMITED RESERVE INVESTMENTS LIMITED BLOMFIELD TRUSTEES (JERSEY) LIMITED CACIQUE INVESTMENTS LIMITED OKANOGAN EAST LIMITED 7 PATERNOSTER NOMINEES LIMITED DAMOR INVESTMENTS LIMITED ROYAL BANK OF CANADA TRUSTEES LIMITED REGENT TAX CONSULTANTS LIMITED THUNDERBIRD INVESTMENT HOLDINGS LIMITED PATERNOSTER SECRETARIES LIMITED ARSAC INVESTMENTSLIMITED REGENT TRUSTEES SERVICES (JERSEY) LIMITED RBC SERVICES (CHANNEL ISLANDS) LIMITED REGENT FUND MANAGERS LIMITED RBC TRUSTEES (GUERNSEY) LIMITED CONSULTANCY & SECRETARIAL SERVICES LIMITED RBC SERVICES (GLOBAL) LIMITED ROYAL BANK OF CANADA HOLDINGS (U.K.) LIMITED MONTCO NOMINEES LIMITED ORION ROYAL BANK PARTICIPATIONS LIMITED ROYAL BANK OF CANADA EUROPE LIMITED ORION ROYAL BANK LIMITED ORION CAYMAN LIMITED ORION LEASING HOLDINGS LIMITED ORION FINANCE LIMITED RBC PENSION TRUSTEES LIMITED RBC PROPERTIES (STAMFORD STREET) LIMITED ROYAL BANK OF CANADA TRUST CORPORATION LIMITED ROYAL BANK OF CANADA TRADE FINANCE LIMITED ROYTRU NOMINEES LIMITED ROYAL BANK OF CANADA INVESTMENT MANAGEMENT (U.K.) LIMITED ROYAL BANK OF CANADA INVESTMENT MANAGEMENT (U.S.A.) LIMITED ROYAL TRUST (UK) NOMINEES LIMITED RBC GLOBAL INVESTMENT MANAGEMENT LIMITED ROYCAN NOMINEES LIMITED ROYAL BANK OF CANADA (SUISSE) ROYCAN TRUST COMPANY S.A. COMPANIA FINANCIERA CHANTILLY S.A. RBC VERWALTUNGSGESELLSCHAFT AG ROYAL TRUST FINANCE LTD. RBC REINSURANCE (IRELAND) LTD. 1391294 ONTARIO LIMITED RBC CAPITAL AUSTRALIA LIMITED 3868010 CANADA INC. (1.00%) (2) RBC CAPITAL TRUST (19.00%) (2) RESINEX INVESTMENTS INC. RBC GLOBAL SERVICES AUSTRALIA PTY LIMITED RBC GLOBAL SERVICES AUSTRALIA NOMINEES PTY LIMITED RBC LIFE SCIENCES LP II (70.00%) RBCP ENERGY FUND INVESTMENTS, LP (99.00%) 2934744 CANADA INC. (66.67%) 3656551 CANADA INC. 2651742 CANADA INC. CANPAR TRANSPORT LTD. (66.67%) CANPAR LOGISTICS LTD. 2934752 CANADA INC. RBC CAPITAL PARTNERS LIMITED 2001 RBCP US GP LIMITED 2001 RBCP US CO-INVESTMENT LP (1.00%) (1) 2002 RBCP US CO-INVESTMENT LP (1.00%) (1) RBCP ENERGY FUND INVESTMENTS, LP (1.00%) (1) U.S. RBCP ENERGY FUND CO-INVESTMENT LP (1.00%) (1) 2001 RBCP CANADIAN GP LIMITED 2001 RBCP CANADIAN CO-INVESTMENT LP (1.00%) (1) 2002 RBCP CANADIAN CO-INVESTMENT LP (1.00%) (1) RBC LIFE SCIENCES LP II (1.00%) (1) RBF LIMITED PARTNERSHIP (99.00%) 3051362 NOVA SCOTIA COMPANY RBUS LLC ROYAL TRUST CORPORATION OF CANADA 8 BRANT INVESTMENTS LIMITED ROY NOMINEES LIMITED 162527 CANADA LIMITED ROYAL BANK OF CANADA FINANCIAL CORPORATION Notes: (1) The entity is a limited partnership or a limited liability company in which an affiliate of the Applicant is its general partner or managing member, as applicable. (2) In listing this entity, the Applicant does not concede that it constitutes an "affiliate" for purposes of the Trust Indenture Act of 1939 or any other laws. (c) A list of the Applicant's subsidiaries is set forth below. The Applicant owns, directly or indirectly, 100% of the voting securities of the following subsidiaries (unless otherwise noted): RBC CENTURA BANKS, INC. (NC) CENTURA CAPITAL TRUST I (DE) TRIANGLE CAPITAL TRUST (DE) NCS MORTGAGE LENDING COMPANY (GA) RBC CENTURA BANK (NC) RBC CENTURA SECURITIES, INC. (NC) CENTURA INSURANCE SERVICES, INC. (NC) CBRM, INC. (DE) CB SERVICES CORP. (NC) CENTURA SBIC, INC. (NC) PRINCESS ANNE SERVICE CORP. (VA) NINTH PRINCESS ANNE PROPERTIES, INC. (VA) KEMP CROSSINGS VA GENERAL L. PARTNERSHIP (62.5%) CHURCH STREET MANAGEMENT, INC. (VA) CHURCH STREET MANAGEMENT CORP. (NC) CENTURA INTERNATIONAL HOLDINGS, INC. (DE) PEPCO, INC. (NC) CBNC, INC. (NC) CB SERVICES CORP. (VA) CAPITAL ADVISORS, INC. (NC) GLENWOOD CAPITAL MANAGEMENT, INC. (NC) RBC CENTURA CARD BANK (GA) EAGLE SERVICE CORPORATION D/B/A EAGLE TITLE INSURANCE AGENCY TFB MANAGEMENT, INC. TFB MANAGEMENT (NC), INC. TFB MANAGEMENT (RE), INC. PRIME EAGLE MORTGAGE CORPORATION HAMPTON OAKS, LLP EBI CAPITAL TRUST I FIRST SERVICE CORPORATION OF NORTH CAROLINA (NC) EAGLE BANCSHARES CAPITAL GROUP, INC. EAGLE CAPITAL FAYETTEVILLE, LLC EAGLE CAPITAL DUNWOODY, LLC EAGLE REGATTA BAY, LLC EAGLE CAPITAL STONE MOUNTAIN, LLC EAGLE SKIDAWAY, LLC PROGRESSIVE EAGLE, LLC EAGLE REAL ESTATE ADVISORS, INC. EAGLE RESIDENTIAL REALTY, INC. RIVERMOORE PARK, LLC RIVERSIDE ROAD, LLC (60.00%) EAGLE ROSWELL ROAD DEVELOPMENT, LLC FAYETTEVILLE VILLAGE, LLC (95.00%) 9 EAGLE MASON MILL DEVELOPMENT, LLC (80.00%) EAGLE ACWORTH DEVELOPMENT III, LLC EAGLE WHITE COLUMNS DEVELOPMENT, LLC (60.00%) EAGLE ATLANTA ROAD DEVELOPMENT, LLC (60.00%) JOHNSON ROAD DEVELOPMENT, LLC UNION HILL, LLC (80.00%) THE PHOENIX ON PEACHTREE, LLC (50.00%) MANAGEMENT AND CONTROL 4. DIRECTORS AND EXECUTIVE OFFICERS. List the names and complete mailing addresses of all directors and executive officers of the Applicant and all persons chosen to become directors or executive officers. Indicate all offices with the Applicant held or to be held by each person named. NAME TITLE ---- ----- James T. Rager Chairman, Board of Directors Shauneen Bruder Director, President Peter W. Currie Director Scott M. Custer Director Harold A. Dawson, Jr. Director H. Kel Landis, III Director, Chief Executive Officer O. Tracy Parks, III Director William H. Redding, Jr. Director Cecil W. Sewell, Jr. Director Charles A. Caswell Chief Financial Officer Graham MacLachlan Chief Credit & Risk Officer Elizabeth A. Edelman General Counsel, Secretary The mailing address of each of the above directors and executive officers is c/o RBC Centura Banks, Inc., 1417 Centura Highway, Rocky Mount, North Carolina 27804. 5. PRINCIPAL OWNERS OF VOTING SECURITIES. Furnish the following information as to each person owning 10 percent or more of the voting securities of the Applicant. Royal Bank of Canada, a Canadian chartered bank, and one of its wholly owned subsidiaries (RBC Holdings (Delaware) Inc.), own 100% of the voting stock of the Applicant. UNDERWRITERS 6. UNDERWRITERS. Give the name and complete mailing address of (a) each person who, within three years prior to the date of filing the application, acted as an underwriter of any securities of the obligor which were outstanding on the date of filing the application, and (b) each proposed principal underwriter of the securities proposed to be offered. As to each person specified in (a), give the title of each class of securities underwritten. 10 (a) The name and address of each person who has acted as an underwriter of the Applicant's securities during the last three years and the title of the securities underwritten are listed below. None. (b) There are no underwriters of the securities that are the subject of this application. CAPITAL SECURITIES 7. CAPITALIZATION. (a) Furnish the following information as to each authorized class of securities of the Applicant. As of July 23, 2002, the following classes of securities of the Applicant were authorized and outstanding: (i) DEBT SECURITIES TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING -------------- ----------------- ------------------ Subordinated Five-Year Term $500,000,000 $500,000,000 Note (1) Centura Capital Trust I, 8.845% $100,000,000 $94,475,000 Capital Securities, Series A (2) Triangle Capital Trust, 9.375% $20,000,000 $20,000,000 Capital Securities (3) $1,000,000 Centura Bank Notes $1,000,000,000 $125,000,000 (4) (ii) EQUITY SECURITIES TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING -------------- ----------------- ------------------ Common Stock, no par value 3,500,000,000 2,219,614,882 Notes: (1) In September 2001, the Applicant issued $500 million in subordinated debt to an indirect subsidiary of Royal Bank of Canada. The subordinated debt is LIBOR based and is due to mature in September 2006. (2) In June 1997, CCTI, a wholly owned statutory business trust of the Applicant, issued $100.0 million of capital securities maturing in June 2027. 11 (3) Also in June 1997, TCT, a wholly owned statutory business trust of the Applicant, issued $20.0 million of capital securities maturing in June 2027. (4) RBC Centura Bank (the "Bank"), a direct wholly owned subsidiary of the Applicant, has the ability to issue up to $1.0 billion under a program whereby the Bank issues unsecured bank notes to institutional investors. Under the program, in March 1999, the Bank issued $125,000,000 Centura Bank 6.50% Subordinated Bank Notes due 2009. (b) Give a brief outline of the voting rights of each class of voting securities referred to in paragraph (a) above. Common Stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of shareholders. INDENTURE SECURITIES 8. ANALYSIS OF INDENTURE PROVISIONS. Insert at this point the analysis of indenture provisions required under Section 305(a)(2) of the Act. The Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement") between the Applicant and SunTrust Bank (the "Guarantee Trustee") will be executed and delivered for the benefit of the holders of EBI Capital Trust I's 8.50% Cumulative Trust Preferred Securities (the "Preferred Securities"). Defined terms used in this Item 8 that are not otherwise defined in this application shall have the meanings given to such terms in the Preferred Securities Guarantee Agreement, a form of which is filed as Exhibit T3C hereto. (a) Events of Default. "Event of Default" will mean a default by the Applicant on any of its payment obligations under the Preferred Securities Guarantee Agreement. (b) Authentication and Delivery of the Indenture Securities and the Application of Proceeds Thereof. There will be no provisions in the Preferred Securities Guarantee Agreement relating to authentication and delivery of indenture securities. Further, the issuance of the Guarantees under the Preferred Securities Guarantee Agreement will not result in any proceeds being received by the Applicant or any of its affiliates. 12 (c) Release or Substitution of Property Subject to the Lien of the Indenture. The Applicant's obligations under the Preferred Securities Guarantee Agreement will not be secured by any liens or security interests on any assets of the Applicant. Accordingly, the Preferred Securities Guarantee Agreement will not contain any provisions with respect to the release or the release and substitution of any property subject to such lien. (d) Satisfaction and Discharge of the Indenture. The Preferred Securities Guarantee Agreement will terminate and be of no further force and effect upon (i) full payment of the Redemption Price of the Preferred Securities, (ii) full payment of the amounts payable upon liquidation of the Trust, or (iii) distribution of the Subordinated Debentures to the holders of the Preferred Securities. The Preferred Securities Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any holder of the Preferred Securities must restore payment of any sums paid under such Preferred Securities or the Preferred Securities Guarantee Agreement. (e) Evidence of Compliance. The Preferred Securities Guarantee Agreement will provide that the Applicant must provide to the Guarantee Trustee such evidence of compliance with any conditions precedent, if any, provided for in the Preferred Securities Guarantee as set forth in Sections 314(c) and 314(e) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate. 9. OTHER OBLIGORS. Give the name and complete mailing address of any person, other than the Applicant, who is an obligor upon the indenture securities. There will be no obligors under the Preferred Securities Guarantee Agreement other than the Applicant. Contents of Application for Qualification. ----------------------------------------- This application for qualification comprises: (a) Pages numbered 1 to 15, consecutively. (b) The statement on Form T-1 of eligibility and qualification of the Trustee under the Indenture to be qualified. 13 (c) The following exhibits, in addition to those filed as a part of the statement on Form T-1 of eligibility and qualification of the Trustee: EXHIBIT TITLE ------- ----- Exhibit T3A Certificate of Incorporation of the Applicant, incorporated by reference to Exhibit 3.1 to the Applicant's Annual Report on Form 10-K for the year ended December 31, 2001 (SEC File No. 1-10646). Exhibit T3B By-Laws of the Applicant, incorporated by reference to Exhibit 3.2 to the Applicant's Annual Report on Form 10-K for the year ended December 31, 2001 (SEC File No. 1-10646). Exhibit T3C Form of Preferred Securities Guarantee Agreement, between RBC Centura Banks, Inc. and SunTrust Bank, as Trustee. Exhibit 99 Form T-1 Statement of Eligibility of SunTrust Bank under the Trust Indenture Act of 1939, as amended, with respect to the Guarantees.* ---------- * Previously filed. 14 SIGNATURES Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Applicant, RBC Centura Banks, Inc., a corporation organized and existing under the laws of North Carolina, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Atlanta, and State of Georgia, on the 9th day of August, 2002. RBC CENTURA BANKS, INC. (SEAL) By: /s/ Elizabeth A. Edelman --------------------------------- Name: Elizabeth A. Edelman Title: General Counsel & Secretary Attest: /s/ Valeria Lewis-Wymbs -------------------------- Name: Valeria Lewis-Wymbs Title: Personal Banker 15