EXHIBIT 99.1


                                NB FINANCE, LTD.
                           CODE OF CONDUCT AND ETHICS




Appendix


Purpose of Code ............................................................2
Compliance with Laws, Rules and Regulations.................................2
Conflicts of interest.......................................................2
Confidentiality.............................................................3
Discrimination, Harassment and Retaliation..................................4
Protection and Proper Use of Company Assets.................................4
Protecting Computerized Data and Using Electronic Networks..................4
Respect for the Organization and Fair Dealing...............................5
Disclosure and Record-Keeping...............................................5
Record Retention............................................................5
Improper Influence of Auditors..............................................6
Reporting...................................................................6
Discipline..................................................................6
Waivers or Amendment of the Code............................................6
Inquiries...................................................................6
Compliance with Code........................................................6

Schedule - Code of Conduct and Ethics - Statement of Compliance.............8





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                                NB FINANCE, LTD.
                           CODE OF CONDUCT AND ETHICS



1. Purpose of Code

It has always been the policy of NB Finance,  Ltd. ("NB Finance") and its parent
company,  National Bank of Canada (the "Bank"),  and the affiliates of the Bank,
that all its  activities  should be  conducted  in  accordance  with the highest
ethical standards and in compliance with all applicable governmental laws, rules
and  regulations.  NB Finance believes that it is imperative that its directors,
officers  and  employees  act at all times in an honest  and  ethical  manner in
connection  with their  service  to NB Finance  and act at all times in the best
interests of NB Finance in order to assure its future success.

The following  information  constitutes  NB Finance's Code of Conduct and Ethics
(the "Code"), which applies to all NB Finance directors,  officers and employees
and is  intended  to meet  the  requirements  for a code  of  ethics  under  the
Sarbanes-Oxley Act of 2002, regulations promulgated thereunder,  and the listing
standards of the New York Stock  Exchange  ("NYSE").  For purposes of this Code,
"employee" and "employees" include all of NB Capital's agents, service providers
and all other persons  working on NB Capital files  pursuant to various  service
agreements.

This Code prescribes the minimum legal,  moral and ethical standards required of
all  directors,  officers and employees and is in addition to any other policies
adopted by the Board of Directors  from time to time.  This Code cannot  address
every possible situation that may arise in conducting NB Finance's business.  In
situations  which are not  expressly  addressed  in this  Code,  each  director,
officer and  employee is  expected to exercise  his or her  judgment to act in a
manner  consistent  with the  intent  of the  policies  set forth  herein.  If a
director,  officer or employee has a question as to the application of this Code
in any situation,  such director,  officer or employee should discuss the matter
with the President, the Chief Financial Officer or the Assistant Secretary of NB
Finance, at the contact information mentioned below.

2. Compliance with Laws, Rules and Regulations

NB Finance is committed to conducting its business in strict compliance with the
laws, rules and regulations  that apply to it ("the Law"). No director,  officer
or employee of NB Finance is authorized to undertake any  activities in the name
of NB Finance,  whether  administrative,  financial,  operating  or in any other
capacity,  that would violate,  directly or indirectly,  any Law. Nor should any
director,  officer or  employee  assist any third  party in  violating  any Law,
whether or not such assistance is itself a violation.

This Code does not  summarize  the Law that is  applicable to NB Finance and its
directors,  officers and employees.  Any questions on the Law should be directed
to NB Finance's  Assistant  Secretary,  who will  address such  questions to the
appropriate advisors.

3. Conflicts of interest

Each director,  officer and employee is expected to avoid situations where there
could  be,  or could  appear to be, a  conflict  of  interest.  A  "conflict  of
interest" exists any time


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directors,  officers or employees face a choice between their personal  interest
and the  interest  of NB  Finance.  A conflict  of  interest  also exists when a
director,  officer  or  employee  takes  actions or has  interests  that make it
difficult  to perform  his or her  duties on behalf of NB  Finance  objectively,
effectively and fairly. Questions regarding any relationship or transaction that
could give rise to a potential  conflict  of  interest  should be reported to NB
Finance's Assistant Secretary.

NB Finance's directors,  officers and employees must plan personal relationships
and  business  affairs  so as to avoid  situations  that might lead to actual or
perceived  conflicts  between the  self-interest  of such  individuals and their
obligations  and  duties to NB  Finance  and their  shareholders.  No  director,
officer or employee may work  simultaneously for a direct or indirect competitor
of NB Finance (excluding the Bank and any of its affiliates).

Conflicts  of  interest  also arise when a  director,  officer or  employee or a
member of his or her family receives improper benefits as a result of his or her
position  with NB  Finance.  It is in  particular  forbidden  to disclose or use
personal or confidential information belonging to NB Finance and acquired in the
performance of their duties for their own personal gain or that of someone else.

In the event a  director,  officer  or  employee  becomes  aware of an actual or
possible  conflict of  interest,  that person is required to inform NB Finance's
President,  Chief  Financial  Officer  or  Mr.  Gil  Cornblum,  at  the  contact
information mentioned below. NB Finance's Board of Directors will determine if a
proposed transaction or relationship would involve a conflict of interest. If it
is  appropriate  to grant a waiver  from this Code,  the waiver will be promptly
disclosed to the public as required by applicable  Law, in the event such waiver
is granted to one or more of NB Finance's directors or executive  officers.  See
Section 17 of this Code.

4. Confidentiality

Each director,  officer and employee has an obligation to safeguard NB Finance's
confidential information (including electronic information). Furthermore, all NB
Finance  directors,   officers  and  employees  are  required  to  maintain  the
confidentiality of all non-public information (including electronic information)
entrusted to them by NB Finance, except when disclosure is authorized or legally
mandated. This obligation applies not only to confidential  information about NB
Finance,  but also to confidential  information  about its business partners and
employees,   as  well  as  its  parent  company,  the  Bank,  and  the  latter's
subsidiaries.  Directors,  officers  and  employees  are  also  prohibited  from
disclosing confidential  information that they obtained at a previous company or
employer, including, but not limited to, trade secrets.

During and subsequent to the term of directorship or employment of the director,
officer or  employee,  respectively,  each such  director,  officer and employee
shall not directly or  indirectly  publish,  disclose,  describe or  communicate
confidential  information,  or  authorize  anyone  else to do so for any purpose
other than legitimate corporate purposes.  Even within NB Finance,  confidential
information shall only be disclosed to those who



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have a business-related  "need to know".  Directors,  officers and employees are
responsible  for  avoiding  the release of  non-public  information.  Should any
questions regarding  confidentiality  obligations arise, NB Finance's President,
Chief Financial Officer or Assistant Secretary should be consulted.

5. Discrimination, Harassment and Retaliation

NB Finance will not  tolerate  discrimination,  harassment  or  retaliation.  NB
Finance's policy against discrimination applies to any legally protected status,
including race, color, gender, religion, national origin, disability and age.

No  director or officer  may  retaliate  against an  individual  for  bringing a
complaint  of  discrimination  or  for  participating  in  an  investigation  or
proceeding involving a complaint of discrimination.

This policy also prohibits discrimination and retaliation against any person who
provides information to a federal regulatory or law enforcement agency, a member
of Congress or any committee of Congress,  or to a supervisor concerning conduct
which the person reasonably believes  constitutes a violation of securities laws
or any provision of federal law relating to fraud,  including a violation of any
NB Finance policy or of this Code.

6. Protection and Proper Use of Company Assets

All directors,  officers and employees  should  protect NB Finance's  assets and
ensure their efficient use. Theft, carelessness,  and waste have a direct impact
on NB  Finance's  profitability.  All  suspected  incidents  of fraud,  theft or
significant  waste  should  be  immediately  reported  for  investigation  to NB
Finance's  President,  Chief Financial Officer or Mr. Gil Cornblum.  All Company
assets must be only used for legitimate business purposes.

The  obligation  of  directors,  officers and  employees to protect NB Finance's
assets includes its proprietary  information.  Proprietary information includes,
but is not limited to, intellectual  property such as trade secrets,  trademarks
and  copyrights,  as well as business  strategies,  investment  and  acquisition
strategies, market research, business information and analysis, ideas, contacts,
projections, financial models, plans, proposals, designs, databases, records and
any other  unpublished  financial data and reports and all internally  developed
information. Unauthorized use or distribution of this information is a violation
of NB  Finance  policy.  It could  also be  illegal  and result in civil or even
criminal penalties.

7. Protecting Computerized Data and Using Electronic Networks

Computerized  data are important NB Finance  assets which ensure that NB Finance
is  positioned  competitively  in the market.  Should any  director,  officer or
employee become aware of a breach of computer security measures or an attempt to
gain  unauthorized  access to NB  Finance's  computer  systems,  such  director,
officer or employee  should  inform NB Finance's  President  or Chief  Financial
Officer promptly.



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8. Respect for the Organization and Fair Dealing

All directors,  officers and employees shall at all times refrain from declaring
any event or making any statement that may discredit the quality of the services
or products of NB Finance or tarnish  its image or  reputation  with the general
public.  Directors,  officers and employees  should not take unfair advantage of
anyone  through  manipulation,  concealment,  abuse of  privileged  information,
misrepresentation of material facts or any other unfair dealing practice.  These
obligations  continue to apply after the term of  directorship or termination of
employment. Directors, officers and employees must avoid participating, directly
or indirectly,  in activities which may compromise NB Finance's interest,  image
or  reputation.  If any  director,  officer or employee is aware of any wrongful
acts or  fraudulent  offences  or know of any  circumstances,  events,  deeds or
actions that could be  detrimental  to NB Finance's  interests or its reputation
for  integrity,  such  director,  officer or  employee  is required to inform NB
Finance's President, Chief Financial Officer or Mr. Gil Cornblum accordingly.

9. Disclosure and Record-Keeping

NB Finance is required  to report its  financial  results and other  information
about its  businesses to the Securities  and Exchange  Commission.  NB Finance's
senior financial  officers and other officers and employees working in financial
management  and  reporting  have  a  responsibility  to  ensure  that  all of NB
Finance's   financial   disclosures  are  full,  fair,   accurate,   timely  and
understandable.  Such  directors,  officers and employees  must  understand  and
comply with generally  accepted  accounting  principles as adopted by NB Finance
and all standards,  laws and regulations for accounting and financial  reporting
of transactions, estimates and forecasts.

In  addition,  every  director,  officer  and  employee  is  required  to follow
prescribed accounting and reporting  procedures.  All of NB Finance's accounting
books, records, reports and financial statements,  as well as supporting papers,
must accurately  reflect and describe  corporate  transactions  and must conform
both to applicable  legal  requirements  and to NB Finance's  system of internal
controls.  The  recordation of such data must not be falsified or altered in any
way to conceal or distort assets, liabilities, revenues or expenses. No funds or
assets may be maintained  by NB Finance for any illegal or improper  purpose and
the creation and  maintenance of  undisclosed  or unrecorded  funds or assets is
strictly  prohibited.  Any director,  officer or employee having  information or
knowledge of any error,  omission,  inaccuracy or  falsification in NB Finance's
books, records,  financial statements or other documents,  or of any conduct not
in conformity with the established  internal  accounting controls of NB Finance,
should  report  the  matter to Mr.  Gil  Cornblum,  at the  contact  information
mentioned below.

10. Record Retention

NB Finance ensures that proper record retention  policies are in place.  Records
must always be retained or destroyed according to those policies. If a director,
officer or employee is aware of an imminent or ongoing  investigation,  audit or
examination  initiated  by  NB  Finance,  by NB  Finance's  auditors  or by  any
governmental  agency,  that  director,  officer or  employee  should  retain all
documents (including computer records) in


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his/her custody or control relating to the matter under review.  The destruction
or falsification of a document in order to impede a governmental  investigation,
audit or examination may lead to prosecution  for  obstruction of justice.  If a
director,  officer or employee is not sure if a document can be destroyed, or if
that  director,  officer or  employee  has any  questions  on the  retention  of
records,  such  director,  officer  or  employee  should  contact  NB  Finance's
President or Chief Financial Officer.

11. Improper Influence of Auditors

No  director,  officer  or  employee  of NB  Finance  may  take  any  action  to
fraudulently  influence,  coerce,  manipulate  or  mislead  the  auditor  of  NB
Finance's  financial  statements  for the purpose of rendering  those  financial
statements  materially  misleading.  Any  director,  officer or employee  having
information or knowledge of such  behaviour  should report the matter to Mr. Gil
Cornblum.

12. Reporting

Any  complaints  or  concerns on any  matter,  including  a violation  of any NB
Finance policy or of this Code, should be addressed either to the President, the
Chief Financial Officer,  the Assistant Secretary or to Mr. Gil Cornblum.  There
will be no retaliation against any person who provides information  concerning a
violation of any NB Finance policy or of this Code, as described in Section 6 of
this Code.

13. Discipline

Failure  to follow  this Code can have  substantial  consequences.  A failure to
follow this Code may not only render a director,  officer or employee personally
liable  for the legal or  ethical  violation  (which may result in fines or even
jail  time),  but may  also  subject  such  director,  officer  or  employee  to
disciplinary proceedings, including termination.

14. Waivers or Amendment of the Code

Any waiver of this Code for the  directors or  executive  officers of NB Finance
may be made only by the Board of  Directors  and will be promptly  disclosed  as
required by Law. Any  amendment to this Code will also be promptly  disclosed as
required by Law.

15. Inquiries

Any inquiries  concerning the application or  interpretation of this Code should
be addressed to NB  Finance's  President,  Chief  Financial  Officer,  Assistant
Secretary or to Mr. Gil Cornblum.

16. Compliance with Code

Each  director,  officer and employee of NB Finance will be provided with a copy
of this Code at the commencement of appointment or employment.  This Code may be
revised or supplemented  from time to time to reflect  changing Laws and ethical
standards. Each director,  officer and employee will receive periodic updates of
this  Code  and  is  responsible  for   maintaining  a  working   knowledge  and
understanding  of this Code. At  commencement  of  appointment or employment and
each year thereafter,  each such director, officer and employee will be required
to sign an  acknowledgement  in the form attached hereto as a schedule,  stating
that he or she has read, understands and agrees to


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comply with the most recent version of this Code,  which will be retained by the
Assistant Secretary of NB Finance. A copy of this Code, as periodically updated,
will also be available to  directors,  officers and  employees,  in NB Finance's
annual report on Form 20-F.

Any questions regarding this Code can be forwarded to:

Martin Ouellet                                Jean Dagenais
President                                     Chief Financial Officer
1155 Metcalfe                                 600 de la Gauchetiere Street West
Ground Floor                                  7th Floor
Montreal, Quebec                              Montreal, Quebec
Canada, H3B 5G2                               Canada, H3B 4L2
Tel: (514) 394-8974                           Tel: (514) 394-6233

Vanessa Fontana                               Gil Cornblum
Assistant Secretary                           Attorney
600 de la Gauchetiere Street West             Dorsey & Whitney LLP
4th Floor                                     Canada Trust Tower
Montreal, Quebec                              BCE Place
Canada, H3B 4L2                               161 Bay Street, Suite 4310
Tel: (514) 394-8338                           Toronto, Canada, M5J 2S1
                                              Tel: (416) 367-7373




Reviewed and Approved by the Board of Directors on: December 23, 2003




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                                NB FINANCE, LTD.


              CODE OF CONDUCT AND ETHICS - STATEMENT OF COMPLIANCE
              ----------------------------------------------------


I, the  undersigned,  hereby  acknowledge  that I have read NB Finance's Code of
Conduct and Ethics (the "Code") and have become familiar with its content.

I hereby  agree  to  comply  with the  Code,  as the  same  may be  modified  or
supplemented from time to time.

To the best of my knowledge, I am not involved in any situation or position that
conflicts or might appear to conflict with the Code.

I also  agree to notify  the  President  or the Chief  Financial  Officer  of NB
Finance,  Ltd., or Mr. Gil Cornblum or such other appropriate  person identified
in the Code, immediately of any change that might adversely affect my compliance
with the Code.


Date: ___________________






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Note:  All  Directors,  Officers and Employees  must complete this  Statement of
Compliance and forward the completed version to the Corporate Secretary's Office
on 600 de la Gauchetiere Street West, 4th Floor,  Montreal,  Quebec, Canada, H3B
4L2, to the attention  of:  Vanessa  Fontana,  for inclusion in NB Finance Ltd's
official records.








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