EXHIBIT
      10.1

    


    AMENDMENT
      TO DEPOSIT AGREEMENT

    


    This
      Amendment to the Deposit Agreement is made as of this 1st day of January, 2008
      (together with all exhibits and schedules hereto, the “Amendment”), by and
      between, Computershare Inc., a Delaware corporation (“Computershare”) and its
      fully-owned subsidiary Computershare Trust Company, N.A., a federally chartered
      trust company doing business at 250 Royall Street, Canton, MA 02021 (the “Trust
      Company”), and NB Capital Corporation, a Maryland corporation (the “Company”),
      having an office at 600, rue De La Gauche tière Ouest, 27e étage, Montréal,
      Canada H3B 4L2 and National Bank of Canada, a Canadian chartered bank, having
      an
      office at 600, rue De La Gauche tière Ouest, 27e étage, Montréal, Canada H3B 4L2
      (the “Bank”).

    


    WHEREAS,
      the
      Company, the Bank, and The Bank of Nova Scotia Trust Company of New York, a
      New
      York banking corporation, are parties to a Deposit Agreement dated March 1998
      (the “March 1998 Deposit Agreement”, and as amended hereby, the “Deposit
      Agreement”), a copy of which is attached as Exhibit A hereto, pursuant to which
      The Bank of Nova Scotia Trust Company of New York acts as the
      depositary;

    


    WHEREAS,
      The
      Bank of Nova Scotia Trust Company of New York is resigning as the depositary
      effective January 1, 2008 and will cease performing any functions under the
      March 1998 Deposit Agreement on such date; 

    


    WHEREAS,
      the
      Company and Bank wish to appoint the Trust Company as successor Depositary
      and
      Computershare as paying agent and processor
      of all payments received or made by the Company or the Bank under the Deposit
      Agreement;

    


    WHEREAS,
      the
      Trust Company and Computershare will each separately provide specified services
      covered by the Deposit Agreement and, in addition, the Trust Company may arrange
      for Computershare to act on behalf of the Trust Company in providing certain
      of
      its services covered by the Deposit Agreement; and

    


    WHEREAS,
      the
      Trust Company and Computershare agree to accept such appointments and provide
      all services under the Deposit Agreement pursuant to the terms and conditions
      thereof with the amendments thereto set forth in this Amendment; 

    


    NOW,
      THEREFORE,
      in
      consideration of the terms and conditions contained herein, and intending to
      be
      legally bound hereby, the parties hereto agree to the following changes to
      the
      Deposit Agreement:

    


    
      	 	
              1.

            	
              The
                Company hereby appoints the Trust Company as successor Depositary
                under
                the Deposit Agreement and appoints
                Computershare as the service provider to the Trust Company and as
                paying
                agent and process of all payments received or made by or on behalf
                of the
                Company under the Deposit Agreement, and the Trust Company and
                Computershare accept the respective appointments.
                

            


    

    


    
      	 	
              2.

            	
              Article
                I - Definitions.
                Article I of the Deposit Agreement is hereby amended as
                follows:

            


    

    


    
      	
            	(a)	
              The
                following new definition is added:

            


    

    


    “Depositary”
      shall mean Computershare Trust Company, N.A. as successor Depositary under
      the
      Deposit Agreement, but shall also mean Computershare Trust Company, N.A. and
      Computershare Inc. collectively in all instances in the Deposit Agreement in
      which Computershare Inc. acts as service provider for Computershare Trust
      Company, N.A.

    


    
      	 	
              (b)

            	
              The
                definition of “Depositary’s Office” is hereby replaced with the
                following:

            


    

    


    
      	 	 	
              “Depositary’s
                Office” shall mean the corporate office of the Depositary at which at any
                particular time its business in respect to matters governed by this
                Deposit Agreement shall be administered, which at the date of this
                Deposit
                Agreement is located at 250 Royall Street, Canton, Massachusetts
                02021.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	(c)	
              The
                definition of “Merrill Lynch” is hereby deleted in its entirety.
                

            


    

    


    
      	
            	3.	
              Section
                2.01.
                Section 2.01 is hereby amended as
                follows:

            


    

    


    
      	 	
              (a)

            	
              The
                first sentence is amended by adding the following after the word
                “provided”: “, or shall be in such other form as may be agreed upon
                between the Company and the
                Depositary.”

            


    

    


    
      	 	
              (b)

            	
              The
                paragraph beginning with the words “Receipts shall be in denominations of
                any number” is amended by adding the following after the word “subject”:
                “; it being understood by the parties that it shall be the obligation
                of
                the Company and the Bank to advise the Depositary of any such rules
                and
                regulations of any such securities
                exchanges.”

            


    

    


    
      	 	
              4.

            	
              Section
                2.06.
                Section 2.06 is hereby amended by replacing subsection (b) with the
                following: “(b) a sufficient open penalty surety bond satisfactory to the
                Depositary and holding it and the Company
                harmless”.

            


    

    


    
      	 	
              5.

            	
              Section
                2.09.
                Section 2.09 is hereby amended by adding the following new language
                at the
                end of the Section.

            


    

    


    The
      Company or the Bank shall immediately notify the Depositary in writing of an
      Exchange Event. In such case, the Company will determine if the Depositary
      requires any regulatory licenses in Canada in order to perform the services
      under the Deposit Agreement and shall provide the Depositary with written notice
      of any such required licenses promptly upon such determination. The parties
      hereto agree that the Depositary, upon its receipt of such notice, at its sole
      discretion, shall have the right to (i) terminate this Deposit Agreement upon
      not less than 60 days’ prior written notice to the Company or (ii) immediately
      assign or subcontract the Deposit Agreement to an affiliate. The parties hereto
      further agree that the Depositary, at its sole discretion, may obtain such
      licenses or may consent to the Company obtaining such license on the
      Depositary’s behalf, which consent shall not be unreasonably withheld or
      delayed. The Company agrees to pay for all reasonable costs associated with
      such
      additional licensing. 

    


    
      	 	
              6.

            	
              Section
                4.01.
                Section 4.01 is hereby amended by replacing all references to the
                “Depositary” to “Computershare” and adding the following language at the
                end of Section 4.01:

            


    

    


    The
      Company acknowledges that the bank accounts maintained by Computershare in
      connection with the services under the Agreement will be in Computershare’s name
      and that Computershare may receive investment earnings in connection with the
      investment at Computershare’s risk and for its benefit of funds held in those
      accounts from time to time.

    


    
      	 	
              7.

            	
              Section
                4.09 and Section 4.10. The
                following new sections 4.09 and 4.10 are added to the Deposit
                Agreement.

            


    

    


    SECTION
      4.9. Tax and Regulatory Compliance. Computershare shall be responsible for
      (i) preparation and mailing of form 1099s for all open and closed accounts,
      (ii) all applicable withholding related to payments made with respect to the
      Receipts, including withholding required pursuant to Sections 1441, 1442, 1445
      and 3406 of the Internal Revenue Code of 1986, as amended, (iii)  mailing
      W-9 or W-8 forms, as the case may be, to new holders of Receipts without a
      certified taxpayer identification number, (iv)  processing certified W-9 or
      W-8 forms, as the case may be, (v)   preparation and filing of state
      information returns and (vi) escheatment services.

    


    SECTION
      4.10. Withholding. Notwithstanding any other provision of this Deposit
      Agreement, in the event that the Depositary determines that any distribution
      in
      property is subject to any tax which Computershare is obligated by law to
      withhold, the Depositary may dispose of all or a portion of such property in
      such amounts and in such manner as the Depositary deems necessary and
      practicable to pay such taxes, by public or private sale, and Computershare
      shall distribute the net proceeds of any such sale or the balance of any such
      property after deduction of such taxes to the holders of Receipts entitled
      thereto in proportion to the number of Depositary Shares held by them
      respectively.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              8.

            	
              Section
                5.06.
                Section 5.06 is hereby amended as
                follows:

            


    

    


    
      	 	
              (a)

            	
              by
                deleting the language “Subject to Section 5.07,” in the first
                sentence;

            


    

    


    
      	 	
              (b)

            	
              by
                adding the following language after “affiliates” in the first sentence: “,
                or (iii) by any former Depositary for the Depositary Shares or the
                Preferred Shares”; and

            


    

    


    
      	 	
              (c)

            	
              by
                adding the following language to the first sentence of the second
                paragraph, after “faith”: 

            


    

    


    ;
      provided, however, that the Depositary’s aggregate liability during any term of
      this Deposit Agreement with respect to, arising from, or arising in connection
      with this Deposit Agreement, or from all services provided or omitted to be
      provided under this Deposit Agreement, whether in contract, or in tort, or
      otherwise, is limited to, and shall not exceed, the amounts paid hereunder
      by
      the Company or the Bank to the Depositary as fees and charges, but not including
      reimbursable expenses, during the twelve (12) months immediately preceding
      the
      event for which recovery from the Depositary. 

    


    
      	 	
              9.

            	
              Section
                5.07.
                Section 5.07 is hereby deleted and replaced with the
                following:

            


    

    


    SECTION
      5.07. Fees and Expenses.

    


    
      	 	
              (a)

            	
              The
                Company agrees to pay the Depositary the fees and out-of-pocket expenses
                for services performed pursuant to this Deposit Agreement as set
                forth in
                Schedule I hereto.

            


    

    


    
      	 	 	
              (b)
                

            	
              Holders
                of Receipts evidencing Depositary Shares shall not be responsible
                for
                transfer and other taxes and governmental charges arising solely
                from the
                existence of the depositary arrangements. All other transfer and
                other
                taxes and governmental charges shall be at the expense of Holders
                of
                Receipts evidencing Depositary Shares. If, at the request of a holder
                of
                Receipts, the Depositary incurs charges or expenses for which it
                is not
                otherwise liable under the Deposit Agreement, such holder shall be
                liable
                for such charges and expenses. 

            


    

    


    
      	 	 	
              (c)

            	
              The
                Company agrees to pay all fees and expenses within 30 days of the
                date of
                the respective billing notice, except for any fees or expenses that
                are
                subject to good faith dispute. In the event of such dispute, the
                Company
                may only withhold that portion of the fee or expense subject to such
                dispute. The Company shall settle such disputed amounts within five
                (5)
                business days of the day on which the parties agree on the amount
                to be
                paid by payment of the agreed amount. If no agreement is reached,
                then
                such disputed amounts shall be settled as may be required by law
                or legal
                process.

            


    

    


    
      	 	 	
              (d)

            	
              If
                any undisputed amount in an invoice of the Depositary (for fees or
                reimbursable expenses) is not paid within 30 days after receipt of
                such
                invoice, the Depositary shall provide the Company with notice of
                such
                unpaid invoice, and the Company shall pay the Depositary interest
                thereon
                (from the due date to the date of payment) at a per annum rate equal
                to
                eighteen percent (18%). Notwithstanding any other provision hereof,
                such
                interest rate shall be no greater than permitted under applicable
                provisions of New York law.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (e)

            	
              The
                failure by the Company to pay an invoice within 90 days after receipt
                of
                such invoice or the failure by the Company to timely pay two consecutive
                invoices shall constitute a material breach for which the Depositary
                may
                terminate this Agreement pursuant to Section
                6.02.

            


    

    


    
      	 	
              10.

            	
              Section
                7.04.
                Section 7.04 is amended by replacing the contact information for
                The Bank
                of Nova Scotia Trust Company of New York with the
                following:

            


    

    


    Computershare
      Trust Company, N.A.

    c/o
      Computershare Inc.

    250
      Royall Street

    Canton,
      MA 02021

    Attn:
      President

    Telephone:
      (781) 575-2000

    Fax:
      (781) 575-4188

    


    
      	 	
              11.

            	
              Section
                7.05.
                Section 7.05 is hereby amended by deleting the third sentence, and
                replacing the second sentence with the following:
                

            


    

    


    
      	 	 	
              The
                Depositary shall notify the Company or the Bank of any appointment
                of
                non-affiliated agents and shall remain responsible for the performance
                of
                its obligations hereunder as if no Depositary Agent were
                appointed.

            


    

    


    
      	
            	12.	
              Sections
                7.10, 7.11, 7.12, 7.13 and 7.14.
                The following new sections are added to Article
                7:

            


    

    


    SECTION
      7.10. Force Majeure. Notwithstanding anything to the contrary contained herein,
      the Depositary shall not be liable to the Company or the Bank for any delays
      or
      failures in performance resulting from acts beyond its reasonable control
      including, without limitation, acts of God, terrorist acts, shortage of supply,
      breakdowns or malfunctions, interruptions or malfunction of computer facilities,
      labor difficulties, war, civil unrest, or loss of data due to power failures
      or
      mechanical difficulties with information storage or retrieval
      systems.

    


    SECTION
      7.11 No Expenditure of Funds. No provision of this Deposit Agreement shall
      require the Depositary to expend or risk its own funds or otherwise incur any
      financial liability in the performance of any of its duties hereunder or in
      the
      exercise of its rights if it shall believe in good faith that repayment of
      such
      funds or adequate indemnification against such risk or liability is not
      reasonably assured to it.

    


    SECTION
      7.12. Confidentiality.

    


    (a)
      Definition.
      Each
      party acknowledges and understands that any and all technical, trade secret,
      or
      business information, including, without limitation, financial information,
      business or marketing strategies or plans, product development, Company or
      Bank
      information, Holder information (including any non-public information of such
      Holder), Proprietary Information, or proprietary software (including methods
      or
      concepts used therein, sources code, object code, or related technical
      information) which has been or is disclosed to the other or has been or is
      otherwise obtained by the other, its affiliates, agents or representatives
      before or during the term of this Deposit Agreement (the “Confidential
      Information”) is confidential and proprietary, constitutes trade secrets of the
      owner (or its affiliates), and is of great value and importance to the success
      of the owner’s (or its affiliates’) business. The parties shall treat the terms
      and conditions (but not the existence) of this Deposit Agreement as the
      Confidential Information of the other party. Confidential Information shall
      not
      include any information that is: (i) already known to the other party or its
      affiliates at the time of the disclosure; (ii) publicly known at the time of
      the
      disclosure or becomes publicly known through no wrongful act or failure of
      the
      other party; (iii) subsequently disclosed to the other party or its affiliates
      on a non-confidential basis by a third party not having a confidential
      relationship with the owner and which rightfully acquired such information;
      or
      (iv) independently developed by one party without access to the Confidential
      Information of the other.

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (b)
      Use
      and Disclosure.
      All
      Confidential Information relating to a party will be held in confidence by
      the
      other party to the same extent and with at least the same degree of care as
      such
      party protects its own confidential or proprietary information of like kind
      and
      import, but in no event using less than a reasonable degree of care. Neither
      party will disclose, duplicate, publish, release, transfer or otherwise make
      available Confidential Information of the other party in any form to, or for
      the
      use or benefit of, any person or entity without the other party’s consent. Each
      party will, however, be permitted to disclose relevant aspects of the other
      party’s Confidential Information to its officers, affiliates, agents,
      subcontractors and employees to the extent that such disclosure is reasonably
      necessary for the performance of its duties and obligations under this Agreement
      and such disclosure is not prohibited by the Gramm-Leach-Bliley Act of 1999
      (15
      U.S.C. 6801 et seq.), as it may be amended from time to time (the “GLB Act”),
      the regulations promulgated thereunder or other applicable law. Each party
      will
      establish commercially reasonable controls to ensure the confidentiality of
      the
      Confidential Information and to ensure that the Confidential Information is
      not
      disclosed contrary to the provisions of this Deposit Agreement, the GLB Act
      or
      any other applicable privacy law. Without limiting the foregoing, each party
      will implement such physical and other security measures as are necessary to
      (i) ensure the security and confidentiality of the Confidential
      Information; (ii) protect against any threats or hazards to the security
      and integrity of the Confidential Information; and (iii) protect against
      any unauthorized access to or use of the Confidential Information. To
      the
      extent that any duties and responsibilities under this Deposit Agreement are
      delegated to an agent or other subcontractor, the party ensures that such agent
      and subcontractor are contractually bound to confidentiality terms consistent
      with the terms of this Section 7.12. 

    


    (c)
      Required
      or Permitted Disclosure.
      In the
      event that any requests or demands are made for the disclosure of Confidential
      Information, other than requests to the Depositary for records of Holders
      pursuant to standard subpoenas from state or federal government authorities
      (e.g., in divorce and criminal actions), the party receiving such request will
      notify the other party to secure instructions from an authorized officer of
      such
      party as to such request and to enable the other party the opportunity to obtain
      a protective order or other confidential treatment, unless such notification
      is
      otherwise prohibited by law or court order. Each party expressly reserves the
      right, however, to disclose Confidential Information to any person whenever
      it
      is advised by counsel that it may be held liable for the failure to disclose
      such Confidential Information or if required by law or court order.

    


    (d)
      Unauthorized
      Disclosure.
      As may
      be required by law and without limiting either party’s rights in respect of a
      breach of this Section, each party will:

    


    
      	 	
              (i)

            	
              promptly
                notify the other party in writing of any unauthorized possession,
                use or
                disclosure of the other party’s Confidential Information by any person or
                entity that may become known to such
                party;

            


    

    


    
      	 	
              (ii)

            	
              promptly
                furnish to the other party full details of the unauthorized possession,
                use or disclosure; and

            


    

    


    
      	 	
              (iii)

            	
              promptly
                use commercially reasonable efforts to prevent a recurrence of any
                such
                unauthorized possession, use or disclosure of Confidential
                Information.

            


    

    


    (e)
      Costs.
      Each
      party will bear the costs it incurs as a result of compliance with this Section
      7.12.

    


    SECTION
      7.13. Damages.
       No
      party
      shall be liable for any incidental, indirect, special or consequential damages
      of any nature whatsoever, including, but not limited to, loss of anticipated
      profits, occasioned by a breach of any provision of this Deposit Agreement
      even
      if apprised of the possibility of such damages. 

    


    SECTION
      7.14. Survival. All provisions regarding indemnification, warranty, liability
      and limits thereon, and confidentiality and protection of proprietary rights
      and
      trade secrets shall survive the termination or expiration of this Deposit
      Agreement.

    


    [Remainder
      of Page Intentionally Left Blank]

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly executed this Deposit Agreement on the date first
      written above.

    
 

    
      
        	 	
                NB
                  CAPITAL CORPORATION

              
	 	 	 
	
              	
                By:

              	
                /s/
                  Martin-Pierre Boulianne

              
	 	
                 

              	
                Name:
                  Martin-Pierre Boulianne

              
	 	
                 

              	
                Title:
                  Assistant Secretary

              
	 	 	 
	 	
                NATIONAL
                  BANK OF CANADA

              
	 	 	 
	
              	
                By:

              	
                /s/
                  Martin-Pierre Boulianne

              
	 	
                 

              	
                Name:
                  Martin-Pierre Boulianne

              
	 	
                 

              	
                Title:
                  Assistant Secretary

              
	 	 	 
	 	
                COMPUTERSHARE
                  INC.

              
	 	 	 
	
              	
                By:

              	
                /s/
                  Dennis V. Moccia

              
	 	
                 

              	
                Name:
                  Dennis V. Moccia

              
	 	
                 

              	
                Title:
                  Managing Director

              
	 	 	 
	 	
                COMPUTERSHARE
                  TRUST COMPANY, N.A. 

              
	 	 	 
	 	
                By:

              	
                /s/
                  Dennis V. Moccia

              
	 	
                 

              	
                Name:
                  Dennis V. Moccia

              
	 	
                 

              	
                Title:
                  Managing Director

              


      

      


      
        
          
          

        

        
          -6-