425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6, 2007

ALABAMA NATIONAL BANCORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-25160	63-1114426
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1927 First Avenue North, Birmingham, Alabama 35205

(Address of principal executive offices, including zip code)

(205) 583-3600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 8.01. Other Events.

On September 6, 2007, Alabama National BanCorporation (the “Company”), Royal Bank of Canada, a Canadian chartered bank, and RBC Centura Banks, Inc. (“RBC Centura”), a North Carolina bank holding company and a subsidiary of Royal Bank of Canada, announced that they had signed an Agreement and Plan of Merger dated as of September 5, 2007 (the “Merger Agreement”), pursuant to which the Company will be merged with and into RBC Centura (the “Merger”). Under the Merger Agreement, stockholders of the Company will receive a fixed value of $80.00 per share, payable in cash, shares of Royal Bank of Canada stock or a combination of each, valuing the transaction at approximately $1.6 billion, with the total transaction consideration consisting one half of cash and one half of Royal Bank of Canada shares. The Merger Agreement has been approved by the Boards of Directors of the Company, RBC Centura and Royal Bank of Canada, and is subject to customary closing conditions, including regulatory approval and approval by the Company’s stockholders. A copy of the joint press release announcing the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Where You Can Find Additional Information About The Merger

The proposed Merger will be submitted to the Company’s stockholders for consideration. Royal Bank of Canada will file a Form F-4 Registration Statement, the Company will file a Proxy Statement and both companies will file other relevant documents regarding the Merger with the Securities and Exchange Commission (the “SEC”). The Company will mail the Proxy Statement/Prospectus to its stockholders. These documents, and any applicable amendments or supplements, will contain important information about the Merger. The Company and Royal Bank of Canada urge you to read these documents when they become available.

You may obtain copies of all documents filed with the SEC regarding the Merger, free of charge, at the SEC’s website (www.sec.gov). You may also obtain documents filed by Royal Bank of Canada free of charge from Royal Bank of Canada’s website (www.rbc.com) under the heading “News and Information — Investor Relations” and then under the heading “Regulatory Filings” and then under the heading “Link to EDGAR Information and Filings” and then to Form F-4 (or the most recent amendment thereto). You may also obtain documents filed by the Company, free of charge, from the Company’s website (www.alabamanational.com) under the heading “Financial Reports” and then under the item “SEC Filings.”

Participants in The Merger

Royal Bank of Canada, RBC Centura and the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the Merger. Information about the directors and executive officers of Royal Bank of Canada, RBC Centura and the Company and information about other persons who may be deemed participants in the Merger will be included in the Proxy Statement/Prospectus. You can find information about Royal Bank of Canada’s executive officers and directors in its annual report to shareholders filed with the SEC on March 2, 2007. You can find information about the Company’s executive officers and directors in its definitive proxy statement filed with the SEC on April 12, 2007. You can obtain free copies of these documents from the websites of Royal Bank of Canada, the Company or the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
99.1	Joint Press Release dated September 6, 2007
99.2	Letter from John H. Holcomb, III to Alabama National BanCorporation’s employees
99.3	Employee Q&A

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Alabama National BanCorporation
By:	/s/ William E. Matthews, V
	William E. Matthews, V Executive Vice President and Chief Financial Officer

Dated: September 6, 2007

INDEX TO EXHIBITS

Exhibit Number	Exhibit
99.1	Joint Press Release dated September 6, 2007
99.2	Letter from John H. Holcomb, III to Alabama National BanCorporation employees
99.3	Employee Q&A

EX-99.1

Exhibit 99.1

RBC CENTURA ACQUIRES ALABAMA NATIONAL BANCORPORATION

Deal expands RBC Centura’s network to more than 440 locations

throughout high-growth Southeastern markets

RALEIGH, NC, September 6, 2007 — RBC Centura Banks, Inc., a wholly owned subsidiary of Royal Bank of Canada (RY on TSX and NYSE), and Birmingham-based Alabama National BanCorporation (NASDAQ: ALAB) today announced the signing of a definitive merger agreement pursuant to which RBC Centura Banks, Inc., will acquire Alabama National BanCorporation (ANB), parent of 11 subsidiary banks and other affiliated businesses in Alabama, Florida and Georgia.

Under the agreement, shareholders of ANB will receive $80 per share payable in cash, RBC shares or a combination of each, valuing the deal at approximately $1.6 billion, with the total transaction consideration consisting one half of cash and one half of RBC shares. The acquisition is subject to customary closing conditions, including approval by U.S. and Canadian regulators and by ANB shareholders. The transaction, scheduled to close in early 2008, is expected to make a significant contribution to RBC Centura’s revenue growth in the near term and be accretive to RBC earnings in 2009.

“This acquisition positions RBC Centura even better to serve the banking needs of businesses, business owners and professionals in the Southeast,” said Scott Custer, chairman and chief executive officer of RBC Centura. “This deal strengthens our ability to reach more customers in the region by expanding our branch network to more than 440 locations, solidifying our market position in Alabama and opening new and important markets in Florida, and increasing our presence in Atlanta.

“By adding 45 locations in Alabama, 45 locations in Florida and 13 locations in Georgia, the acquisition of ANB is a logical step for RBC Centura to gain market share in the Southeast,” Custer said.

“I am very pleased to have ANB join forces with RBC,” said John H. Holcomb III, ANB Chairman and CEO. “Our company’s success over the years can be attributed to the talented individuals we’ve hired and who have joined us from acquisitions. Similarly, I’m excited about the prospect of future success as our team joins RBC and leverages the cultural and geographic fit between our organizations and as we become part of one of North America’s leading financial service organizations.”

“This acquisition reflects RBC’s stated approach to expand strategically in the U.S.” Custer said. “We are continuing to pursue investments that will grow our business in high growth markets and bring diverse service offerings and capabilities to new and existing customers.”

Under the agreement, RBC Centura will acquire ANB, which includes 11 bank subsidiaries with 103 banking centers, eight mortgage/loan offices and 124 ATMs. As of June 30, 2007, ANB had assets of $7.9 billion, deposit balances of $5.8 billion and loans of $5.7 billion. Upon completion of the transaction, RBC Centura will surpass $33 billion in assets and will grow to 85 locations in Alabama, 89 locations in Florida and 68 in Georgia.

The transaction extends RBC’s growing U.S. financial services platform focused on banking and wealth management. In addition to RBC Centura, RBC’s U.S. operations include: RBC Dain Rauscher, a full-service securities firm headquartered in Minneapolis; RBC Insurance, a national provider of insurance protection and asset accumulation solutions based in Greenville, S.C.; RBC Capital Markets, with corporate and investment banking operations in New York, Minneapolis, Greenwich and other select U.S. locations; and Global Private Banking with offices in New York, Miami, Houston and San Francisco.

About ANB

ANB is a bank holding company operating 103 banking locations through eleven bank subsidiaries in Alabama, Florida and Georgia. Alabama subsidiaries include: First American Bank in north central Alabama; Alabama Exchange Bank in Tuskegee; and Bank of Dadeville. Florida subsidiaries are: Indian River National Bank in Vero Beach; First Gulf Bank, N.A. in Escambia County, Florida and Baldwin County, Alabama; Florida Choice Bank in Central Florida including metro Orlando; Community Bank of Naples, N.A.; Cypress Coquina Bank in Ormond Beach; and Millennium Bank in Gainesville. ANB has two subsidiaries in Georgia: Georgia State Bank and The Peachtree Bank, both in metropolitan Atlanta. ANB provides full banking services to individuals and businesses. Commercial mortgage services, including the origination of permanent commercial real estate mortgage loans for various lenders, are provided by Byars and Company, a division of First American Bank. Brokerage services are provided to customers through First American Bank’s wholly owned subsidiary, NBC Securities, Inc. Investments are not bank guaranteed, not FDIC insured and may lose value.

About RBC Centura Banks, Inc.

RBC Centura offers a wide range of financial services and advice, including a complete line of banking, investment, loan, mortgage, life insurance, and other services, to individuals, businesses and public institutions throughout the Southeast. RBC Centura’s multifaceted customer access network includes more than 340 full-service banking centers, an extensive ATM network, and telephone and Internet banking. In addition, RBC Centura offers builder finance products through its RBC Builder Finance division. RBC Centura Banks, Inc. is a wholly owned subsidiary of Royal Bank of Canada (RY on TSX and NYSE). Additional information about RBC Centura may be found at www.rbccentura.com.

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. Our corporate support team enables business growth with expert professional advice and state-of-the art processes and technology. We employ approximately 70,000 full- and part-time employees who serve more than 15 million personal, business, public sector and institutional clients throughout offices in North America and 34 countries around the world. For more information, please visit www.rbc.com.

Media Contacts:

Kristen Doherty, RBC Centura, (919) 788-6076

Jackie Braden, RBC, (416) 974-2124

Will Matthews, ANB, (205) 583-3650

Investor contacts:

Marcia Moffat, Investor Relations, RBC, (416) 955-7803

Bill Anderson, Investor Relations, RBC, (416) 955-7804

For general investor relations information please visit: www.rbc.com/investorrelations.

Will Matthews, ANB, (205) 583-3650

###

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 RBC and Alabama National BanCorporation (“ANB”) intend that such forward-looking statements be subject to the safe-harbor created thereby. The words “may,” “could,” “should,” “would,” “will”, “suspect,” “outlook,” “believe,” “plan,” “anticipate,” “estimate,” “expect,” “intend,” “forecast”, and words and expressions of similar import are intended to identify forward-looking statements.

By their very nature, forward-looking statements involve numerous assumptions, and inherent risks and uncertainties, both general and specific, and risks exist that predictions, expectations, projections and other forward-looking statements, including statements about the proposed acquisition of ANB by RBC Centura, 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 RBC Centura and ANB may be required to modify the terms and conditions of the proposed transaction to achieve regulatory or shareholder 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 ANB 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 Centura’s ability to complete the acquisition of ANB and to integrate it with RBC Centura successfully; reputational risks, and other factors that may affect future results of Royal Bank of Canada, RBC Centura and ANB, 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.

Royal Bank of Canada, RBC Centura and ANB assume no obligation to update the forward-looking statements contained in this press release.

EX-99.2

Exhibit 99.2

September 6, 2007

Dear ANB Employees,

I want to share with you some very important news that our company is announcing to the public this morning. Yesterday, the Board of Directors of Alabama National BanCorporation (“ANB”) voted to approve the merger of ANB into RBC Centura. The merger is subject to shareholder and regulatory approvals and is expected to be finalized in the first quarter of 2008. The offer accepted by our board represents a substantial premium over the current price of ANB shares. We believe that accepting this offer is the best way to maximize shareholder value and meet our fiduciary responsibility to our shareholders as a publicly held company.

RBC Centura, based in Raleigh, NC, is the U.S.-based bank holding company subsidiary of Royal Bank of Canada (RBC) (NYSE and TSX: RY). RBC Centura operates over 340 branches across the Southeast in North Carolina, Alabama, Georgia, Virginia, South Carolina and Florida. Total U.S. assets are currently more than $26 billion and Royal Bank of Canada is one of the largest banks in North America, with over $550 billion in assets.

RBC Centura sought out ANB because of our reputation, our historical performance, the markets we serve, and, most importantly, the quality of our people. The combined resources of our affiliate banks and RBC Centura will provide our customers with an even broader range of financial services, convenient access to over 340 additional branches and ATMs throughout the Southeast, and a larger capital base that will enable us to invest in the resources that will allow us to grow.

We believe becoming part of RBC Centura will open the door to new opportunities for personal and professional growth and give us access to the resources and support that an organization this size and scope can provide. And because the focus will be on growth within the markets we serve as well as moving into markets that we want to serve, there will be no need for the type of branch consolidation that is common to in-market bank mergers.

I’m sure you have many questions, and I’m equally certain we don’t have all of the answers yet, but we are committed to sharing additional information about the merger with you on an ongoing basis. Please review the attached FAQs and Press Release detailing today’s announcement and join us for an all-employee conference call today at 8:30 a.m. Central/9:30 a.m. Eastern time. See below for call-in instructions.

I ask for your patience and support as we work through the process of integrating our organizations and urge you to remain focused on providing exceptional service to our customers, both external and internal.

Finally, please accept my personal thanks for everything you do and have done for ANB. Your hard work and dedication have made us the successful company that we are today and positioned us for even greater accomplishments as part of RBC Centura.

Sincerely,

All Employee Conference Call

Thursday, September 6, 2007

8:30 a.m. Central 9:30 a.m. Eastern

Phone #: TBD

Confirmation Code: TBD

/s/ John H. Holcomb, III

EX-99.3

Exhibit 99.3

Alabama National BanCorporation Merger with RBC Centura

Frequently Asked Questions

September 6, 2007

Q. Who is RBC Centura Bank?

A. RBC Centura, based in Raleigh, NC, is the U.S. based bank subsidiary of Royal Bank of Canada (NYSE and TSX: RY). RBC Centura operates over 340 branches across the Southeast, while Royal Bank of Canada is one of the largest banks in North America, with over $550 billion in assets.

Q. What does this mean for all of us at Alabama National and its affiliates?

A. We are joining up with one of the largest financial services companies in the world, a company which sought out ANB because of our reputation, our historical performance, the markets we serve, and, most importantly, our people.

Q. There are usually job cuts when banks combine operations. Is my job in jeopardy?

A. We have all read about bank mergers, downsizing, consolidation, and, with the systemic changes in the banking industry (lower margins, oversupply of capital, irrational pricing from new competitors…), we were faced with making changes to how we operate, and those changes would have involved looking at staffing levels throughout the company and other operating efficiencies. Consequently, with or without a merger with a larger institution, there would have been some consolidation of functions. Because our retail banking operations are complementary, there will not be the need for significant branch consolidation that is typical of in-market bank mergers. RBC Centura’s objective is to grow in the markets ANB serves. We will be sharing more specific information about affected jobs as soon as we complete a thorough review. In the meantime, we ask that you continue to remain focused on taking care of our customers, both internal and external.

Q. What convinced our board that RBC Centura was the right fit for ANB?

A. First, ANB’s customers could benefit greatly from RBC Centura’s extensive Retail and Business Banking capabilities, yielding potential revenue opportunities.

Secondly, we expect to greatly benefit from RBC Centura’s ongoing investment in infrastructure, new front-end technologies and diverse service offerings.

Finally, RBC Centura and ANB senior management will work together to ensure best practices from both organizations are implemented in the areas of local accountability and market insight.

Q. ANB affiliates focus on the customer and delivering exceptional customer service. How does RBC Centura’s culture compare to ours?

A. ANB and RBC Centura are a great fit. ANB’s strong geographic distribution and proven local management will allow us to focus on capturing the personal business of business owners and professionals, and will enhance RBC Centura’s ability to meet the banking needs of small and medium sized businesses.

This acquisition makes RBC Centura even better positioned in the Southeast to expand and to better serve the banking needs of businesses, business owners and professionals. At closing, RBC Centura’s operations will

include over 440 banking centers in six states with more than 6600 employees providing a broad range of financial services for consumer, business and commercial customers.

Q. Now that the board has voted to approve the RBC Centura offer, what are the next steps?

A. Our shareholders must approve the transaction, and it will also require the approval of banking regulators. Completion of the transaction is expected in early 2008. In the meantime, integration teams will be working hard to make sure that combining the operations of our banks goes as smoothly as possible.

Q. Will we change our name to RBC Centura ?

A. Yes. We will change our name sometime after the transaction closes in 2008, but the exact timing of the name change is unknown. We will develop a plan for introducing our name and our combined capabilities to our customers and we will share more details of that plan with you as it develops.

Q. How will customers benefit?

A. While we should all be very proud of the exceptional customer service we deliver day-in and day-out, by joining together with RBC Centura, we will be able to offer regional bank access to over 440 branches, the full range of products and services of one of North America’s largest financial institutions, and the continued local decision-making that has made us so successful.

Q. What does this mean for shareholders?

The offer presented by RBC Centura provides an opportunity for our shareholders to receive a significant premium over our current share price. In order to maximize the value of our shareholders’ investment in ANB, the board decided to pursue the opportunity presented to us by RBC Centura to become part of a larger and highly successful financial services company.

• RBC shares are among the top-performing bank stocks in North America over one, three, five and ten-year time horizons.

• The combined business will concentrate on creating growth and value for RBC shareholders by utilizing greater scale to attract new business, improve operational efficiency, and generate revenue synergies.

Q. Will anything change about my reporting relationships?

Information about reporting relationships will be made available and communicated as it is finalized. Until the transaction is closed, we will continue to report to our current management and should all continue working with our customers as usual.

RBC Centura recognizes the importance of our local management and the relationships we have within our communities and will work to maintain the essence of that structure.

Q. I’m nervous about the uncertainty created by today’s announcement. What can I expect in the weeks and months to come?

A. We understand that change can be unsettling. We are committed to sharing information with you as soon as we can. All we ask is that you continue to focus on providing the exceptional customer service that has led to the growth and success of ANB.

Q. Will our management team play a role in the new company?

As in any transaction, retaining key senior management team members is critical to retaining customers, achieving cost, revenue and growth synergies. Leadership by ANB’s experienced management team will help ensure service and operational continuity while also providing invaluable local market insight and strategic perspective to RBC Centura. ANB senior management’s credibility and experience will help ensure we continue to maintain high levels of customer service.

Q. How will we be kept informed during this transition?

A. A series of employee meetings, conference calls and ongoing internal communications will be provided to keep everyone informed and answer questions.

Q. How will our customers learn about our decision to join RBC Centura and how it might affect their accounts?

A. Our customers can expect to work with the same bankers they’ve come to know and trust. Many customers will read about this in the paper, and we will also send letters and Frequently Asked Questions to customers explaining in more detail what they can expect. Our goal is to make the transition as seamless to our customers as possible.

Q. Will we have to learn new systems and procedures and will we have new products?

A. The process of determining what will change and how it will all take place is a large task—you will be kept informed and there will be training to support everyone in this transition. Some amount of change is inevitable. We are committed to minimizing the impact to both our employees and the customers

Q. What’s the most important thing I should tell my customers?

A. We believe this is a great move for ANB and its affiliates and we want all our customers to know that. We’ll be providing training on how to handle customer questions and concerns as well as how to talk about the benefits that we think customers will receive from continuing to bank with us. In the meantime, here’s a suggested statement that you can use if a customer asks what’s happening:

“Our Board of Directors, with the support of Executive Management, has voted to become part of RBC Centura. Any impact on our customers should be quite positive, and you will be working with the same bankers going forward. We’re very excited about the news because we will be able to provide our customers with a broader access to branches, over 440, and an expanded range of financial services.

Q. What should I tell my family and friends about this news?

A. We’ve built something very special and important at ANB. Now, it is time for us to take what we have built, join forces with RBC Centura, and leverage our successes to make something even greater.

Q. How should I handle inquiries from the media (newspaper, radio, TV…)?

A. You should direct any media inquiries to your Bank President, who will have a brief response for the media. If a more in-depth interview is requested, the Bank President will refer the media representative to Will Matthews, our CFO.