EXHIBIT
      14


**NB
      CAPITAL CORPORATION**


**CODE
      OF BUSINESS CONDUCT AND ETHICS**




**Appendix**


Purpose
                  of Code
              2Compliance
                  with Laws, Rules and Regulations
              2Conflicts
                  of Interest
              3Insider
                  Trading
              3Confidentiality
              4Discrimination,
                  Harassment and Retaliation
              4Protection
                  and Proper Use of Company Assets
              4Protecting
                  Computerized Data and Using Electronic Networks
              5Respect
                  for the Organization and Fair Dealing
              5Disclosure
                  and Record-Keeping
              5Record
                  Retention
              6Improper
                  Influence of Auditors
              6Relations
                  with the Media and Public Inquiries
              6Inquiries
                  and Reporting
              7Discipline
              8Waivers
                  or Amendment of the Code
              8Compliance
                  with Code
              8Other
                  Policies and Procedures
              8Schedule
                  – Code of Business Conduct and Ethics – Statement of Compliance
              10







**NB
      CAPITAL CORPORATION**


**CODE
      OF BUSINESS CONDUCT AND ETHICS**





**1.**
            **Purpose
                of Code**





It
      has
      always been the policy of NB Capital Corporation (“NB Capital”) and its parent
      company, National Bank of Canada (the “Bank”), and the affiliates of the Bank,
      that all its activities be conducted in accordance with the highest ethical
      standards and in compliance with all applicable governmental laws, rules and
      regulations. NB Capital 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 Capital and act at all times in the best
      interests of NB Capital in order to assure its future success.





The
      following information constitutes NB Capital’s Code of Business Conduct and
      Ethics (the “Code”), which applies to all NB Capital directors, officers and
      employees and is intended to meet the requirements for a code of ethics under
      the Sarbanes-Oxley Act of 2002, the regulations promulgated thereunder, and
      the
      requirements for a code of business conduct and ethics under the listing
      standards of the New York Stock Exchange. For purposes of this Code, “employee”
and “employees” mean 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 and ethical standards required of all directors,
      officers and employees and is in addition to any other policies adopted by
      the
      Board of Directors or the Audit Committee of the Board from time to time. This
      Code cannot address every possible situation that may arise in conducting NB
      Capital’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.





**2.**
            **Compliance
                with Laws, Rules and
                Regulations**





NB
      Capital is committed to conducting its business in strict compliance with the
      laws, rules and regulations that apply to it, including the rules of any
      exchange or market upon which NB Capital’s securities are listed or traded (the
“Law”). No director, officer or employee of NB Capital may undertake any
      activities in the name of NB Capital, whether administrative, financial,
      operating or in any other capacity, that would violate, directly or indirectly,
      any Law. Nor may any director, officer or employee assist any third party in
      violating any law, rule or regulation applicable to that third party, whether
      or
      not such assistance constitutes a violation.





This
      Code
      does not summarize the Law that is applicable to NB Capital and its directors,
      officers and employees. Any questions on the Law may be directed to NB Capital’s
      Assistant Secretary.





2




**3.**
            **Conflicts
                of interest**





Each
      director, officer and employee must avoid any situation or transaction in which
      a conflict of interest exists or may develop. A “conflict of interest” exists
      any time the individual interest of a director, officer or employee interferes, *or
      appears to interfere* ,
      with
      the interest of NB Capital. A conflict of interest can also exist when a
      director, officer or employee takes an action or has an interest that makes
      it
      difficult to perform his or her duties on behalf of or to NB Capital
      objectively, effectively and fairly. A conflict of interest may also arise
      if a
      director, officer or employee, or a member of his or her immediate family,
      receives improper benefits as a result of the director, officer or employee’s
      position with NB Capital.





NB
      Capital’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 Capital and their shareholders. No director,
      officer or employee may work simultaneously for a direct or indirect competitor
      of NB Capital (other than the Bank or any of its affiliates). NB Capital will
      not make loans to, or guaranty the obligations of, any director, officer or
      employee, or the immediate family member of any director, officer or employee.
      Any questions about whether a conflict of interest exists or may develop may
      be
      addressed to the Assistant Secretary or the Chairman of the Audit Committee,
      at
      the contact information mentioned below.





A
      director or executive officer must report any actual or potential conflict
      of
      interest between the director or executive officer to the Chairman of the Audit
      Committee, at the contact information mentioned below. Any other officer or
      employee of NB Capital must report any actual or potential conflict of interest
      involving the employee to the Assistant Secretary, at the contact information
      mentioned below. A waiver from the prohibition on conflicts of interest
      contained in this Code may be requested (and, if applicable, reported publicly)
      pursuant to Section 16 of this Code.





**4.**
            **Insider
                Trading**





Directors,
      officers and employees who have access to confidential information are not
      permitted to use or share that information for stock trading purposes or for
      any
      purpose other than NB Capital’s corporate purposes, and in strict conformance
      with all applicable Law. To use non-public information for personal financial
      benefit or to “tip” others who might make an investment decision on the basis of
      this information is not only unethical but also illegal. Questions regarding
      this matter should be addressed to NB Capital’s Assistant
      Secretary.




3




**5.**
            **Confidentiality**





During
      and subsequent to the term of directorship, office or employment, no director,
      officer or employee may disclose, release, describe, communicate or use for
      any
      purpose other than NB Capital’s corporate purposes any confidential information
      entrusted to him or her by NB Capital, except when disclosure is authorized
      or
      legally mandated. “Confidential information” includes all non-public information
      (including electronic information) about NB Capital or any other person,
      including any of NB Capital’s business partners or employees, as well as the
      Bank and its subsidiaries, that, if disclosed, might be of use to competitors
      of, or harmful to, NB Capital, its business partners or employees or the Bank
      or
      its subsidiaries. Even within NB Capital, confidential information may only
      be
      disclosed to those who have a business-related “need to know”. Directors,
      officers and employees also may not disclose confidential information that
      they
      obtained at a previous company or employer, including, but not limited to,
      trade
      secrets.





**6.**
            **Discrimination,
                Harassment and Retaliation**





NB
      Capital is firmly committed to providing equal opportunity in all aspects of
      its
      business and will not tolerate discrimination, harassment or retaliation. NB
      Capital’s policy against discrimination applies to any legally protected status,
      including race, color, gender, religion, national origin, disability and
      age.





NB
      Capital will not, and no director, officer or employee may, retaliate against
      an
      individual for bringing a complaint of discrimination or for participating
      in an
      investigation or proceeding involving a complaint of
      discrimination.





NB
      Capital will not, and no director, officer or employee may, discriminate or
      retaliate against any person who provides information to a regulatory or law
      enforcement agency, a government official or a supervisor concerning conduct
      which the employee reasonably believes constitutes a violation of securities
      laws or any provision of federal law relating to fraud against shareholders.





NB
      Capital will not, and no director, officer or employee may, discriminate or
      retaliate against any person who provides information concerning a violation
      of
      any of NB Capital’s policies or procedures, including this Code.





**7.**
            **Protection
                and Proper Use of Company
                Assets**





All
      directors, officers and employees must protect NB Capital's assets and ensure
      their efficient use. Theft, carelessness and waste have a direct impact on
      NB
      Capital's profitability. All suspected incidents of fraud, theft or significant
      waste must be immediately reported to NB Capital’s President,
      Chief Financial Officer or the Chairman of the Audit Committee, at the
      contact information mentioned below. Directors, officers and employees may
      not
      use property or disclose or use confidential information belonging to NB
      Capital, or use business opportunities discovered in the performance of their
      duties or through the use of NB Capital’s property or confidential information,
      for personal gain or for the benefit of any third party.




4




The
      obligation of directors, officers and employees to protect NB Capital’s assets
      includes the obligation to protect NB Capital’s 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. Directors, officers and
      employees may not use or distribute proprietary information except for NB
      Capital’s corporate purposes.





**8.**
            **Protecting
                Computerized Data and Using Electronic
                Networks**





Computerized
      data are important NB Capital assets. Should any director, officer or employee
      become aware of a breach of computer security measures or an attempt to gain
      unauthorized access to NB Capital’s computer systems, such director, officer or
      employee must promptly inform NB Capital’s President or Chief Financial
      Officer.





**9.**
            **Respect
                for the Organization and Fair
                Dealing**





All
      directors, officers and employees must at all times refrain from declaring
      any
      event or making any statement that may discredit the quality of the services
      or
      products of NB Capital or tarnish its image or reputation with the general
      public. Directors, officers and employees may 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 may not participate, directly
      or
      indirectly, in activities which may compromise NB Capital’s interest, image or
      reputation. If any director, officer or employee is or becomes aware of any
      wrongful acts or any circumstances, events, deeds or actions that could be
      detrimental to NB Capital’s interests or its reputation for integrity, such
      director, officer or employee must promptly inform NB Capital’s President, Chief
      Financial Officer or the Chairman of the Audit Committee.





**10.**
            **Disclosure
                and Record-Keeping**





NB
      Capital is a public company and is required to report its financial results
      and
      other information about its businesses to the public and the U.S. Securities
      and
      Exchange Commission. NB Capital’s senior financial officers and other officers
      and employees working in financial management and reporting have a
      responsibility to ensure that all of NB Capital’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 Capital and all standards, laws and regulations
      for
      accounting and financial reporting of transactions, estimates and
      forecasts.




5




All
      of NB
      Capital’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
      Capital’s system of internal controls. The recordation of such data may 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 Capital 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 Capital’s books, records, financial
      statements or other documents, or of
      any conduct not in conformity with the established internal accounting controls
      of NB Capital, must report the matter to NB Capital’s Compliance Officer, at the
      contact information mentioned below.





**11.**
            **Record
                Retention**





NB
      Capital ensures that all service providers have in place proper record retention
      policies. 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 Capital, by NB Capital's
      auditors or by any governmental agency, that director, officer or employee
      must
      retain all documents (including computer records) in his or her custody or
      control relating to the matter under investigation. If a director, officer
      or
      employee is not sure whether a document can be destroyed, or has any questions
      about NB Capital’s policies regarding the retention of records, the director,
      officer or employee should contact NB Capital’s President
      or Chief Financial Officer .





**12.**
            **Improper
                Influence of Auditors**





No
      director, officer or employee of NB Capital may take any action to fraudulently
      influence, coerce, manipulate or mislead the auditor of NB Capital’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 must promptly report the matter to NB Capital’s Compliance
      Officer.





**13.**
            **Relations
                with the Media and Public
                Inquiries**





All
      communications with the news media, regulatory agencies and other entities
      by NB
      Capital and its employees are potentially important and reflect upon NB
      Capital's image. In addition, NB Capital is subject to various legal
      requirements with respect to the public dissemination of material or significant
      events related to its business. It is crucial that communications from NB
      Capital be handled in a consistent manner, and that all regulatory and legal
      obligations with respect to disclosure of information be fulfilled. It is also
      crucial to handle rumours about NB Capital in compliance with the Law.
      Therefore, all communications with news media and regulatory agencies and any
      inquiries from other persons must be directed to the spokespersons provided
      in
      the NB
      Capital Corporation Information Disclosure Policy. Any rumours (whether or
      not
      true) that a director, officer or employee encounters about NB Capital must
      also
      be reported promptly to such spokespersons.





6





**14.**
            **Inquiries
                and Reporting**





Any
      director, officer or employee who becomes aware of a violation of this Code
      must
      promptly report the violation to any one of the persons listed below. If
      requested, the name of any person reporting a violation of this Code will be
      kept confidential.





Any
      question about the interpretation or application of this Code or any complaint
      or concern on any other matter relating to this Code should be addressed either
      to the President, the Chief Financial Officer, the Assistant Secretary or to
      the
      Chairman of the Audit Committee.





The
      President, the Chief Financial Officer, the Assistant Secretary, the Chief
      Compliance Officer and the Chairman of the Audit Committee may be contacted
      at:





**Donna
                Goral**
            
            **Jean
                Dagenais****Chairman
                of the Board and President**
            
            **Chief
                Financial Officer**65
                East 55th Street
            
            600
                De La Gauchetière Street West31st
                Floor
            
            7th
                FloorNew
                York, New York
            
            Montreal,
                QuebecU.S.A.,
                10022
            
            Canada,
                H3B 4L2Tel:
                (212) 632-8801
            
            Tel:
                (514) 394-6233**Vanessa
                Fontana**
            
            **Chairman
                of the Audit Committee****Assistant
                Secretary**
            
            **c/o:
                James J. Hanks, Jr.**600
                De La Gauchetière West
            
            Venable
                LLP27th
                Floor
            
            Two
                Hopkins Plaza, Suite 1800Montreal,
                Quebec
            
            Baltimore,
                MarylandCanada,
                H3B 4L2
            
            U.S.A.,
                21201Tel:
                (514) 394-8338
            
            Tel:
                (410) 244-7500**Delina
                Dhamo****Chief
                Compliance Officer**65
                East 55th Street31st
                FloorNew
                York, New YorkU.S.A.,
                10022Tel:
                (212) 632-8504





NB
      Capital will not retaliate against any person who provides information
      concerning a violation of any of NB Capital’s policies or procedures, including
      this Code.




7




**15.**
            **Discipline**





Failure
      to comply with this Code can have substantial consequences. A failure to comply
      with this Code may render a director, officer or employee personally
      liable for the legal or ethical violation (which may result in fines or even
      jail time). NB Capital may subject any director, officer or employee who has
      failed to comply with this Code to disciplinary measures
      that will depend on the circumstances of the violation, including termination
      of
      employment.





**16.**
            **Waivers
                or Amendment of the Code**





Any
      waiver of this Code (including waivers of any actual or potential conflict
      of
      interest) for the directors
      or executive officers of NB Capital may be
      made only by the
      Audit Committee, in its discretion. Waivers of this Code for other officers
      or
      employees may be made by the President, the Chief Financial Officer or the
      Audit
      Committee, in their discretion. Any director, officer or employee seeking a
      waiver must make full disclosure in advance of the transaction in
      question.





Any
      waiver or amendment to this Code will be promptly disclosed as required by
      Law.





**17.**
            **Compliance
                with Code**





Each
      director, officer and employee of NB Capital will be provided with a copy of
      this Code upon election or at the commencement of employment. This Code may
      be
      revised or supplemented from time to time. Each director, officer and employee
      will receive copies of updates to this Code and must maintain a working
      knowledge and understanding of this Code. Upon election or at commencement
      of
      employment and each year thereafter, each director, officer and employee must
      sign an acknowledgement in the form attached hereto, stating that he or she
      has
      read, understands and agrees to comply with the most recent version of this
      Code, which will be retained by the Assistant Secretary of NB Capital. A copy
      of
      this Code, as periodically updated, will also be available to directors,
      officers and employees, as an exhibit to NB Capital’s annual report on
 Form 10-K.





**18.**
            **Other
                Policies and Procedures**





NB
      Capital maintains other policies and procedures that relate to the matters
      addressed by this Code. These policies and procedures include NB
      Capital’s:





·
            Procedures
                for the Submission of Complaints or Concerns Regarding Accounting,
                Auditing Matters or Violations of the Law;
                and





·
            Information
                Disclosure Policy.





A
      copy of
      each of these policies and procedures, and a list of all of NB Capital’s
      policies and procedures, may be obtained from the Assistant Secretary. Each
      director, officer and employee will receive copies of these and other policies
      and procedures and must maintain a working knowledge and understanding of them.
      NB Capital’s policies and procedures contain procedures, duties and obligations
      that are in addition to those contained in this Code, and each director, officer
      and employee must comply with the requirements of this Code as well as the
      requirements of NB Capital’s other policies and procedures. None of these other
      policies and procedures are intended to form a part of this Code.




8




Any
      complaints or concerns under NB Capital’s Procedures for the Submission of
      Complaints or Concerns Regarding Accounting, Auditing Matters or Violations
      of
      the Law must
      be
      submitted directly to Ms. Delina Dhamo, designated as the Chief Compliance
      Officer of NB Capital, through one of the following confidential means of
      communications:





(a)
            Call:
                (212)
                632-8504; or





(b)
            Write:65
                East 55th Street, 31st Floor, New York, New York, U.S.A.,
                10022.





Complaints
      or concerns of this nature should
      be
      reported as set forth in the foregoing Procedures.





Reviewed
      and Approved by the Board of Directors on: October 31, 2003


Reviewed
      and Approved by the Board of Directors on: November 1, 2005


Reviewed
      and Approved by the Board of Directors on: May 4, 2007


Reviewed
      and Approved by the Board of Directors on: April 28, 2008




9




**NB
      CAPITAL CORPORATION**





**CODE
      OF BUSINESS CONDUCT AND ETHICS – STATEMENT OF
      COMPLIANCE**





I,
      the
      undersigned, hereby acknowledge that I have read NB Capital Corporation’s Code
      of Business 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 with or violates, or might appear to conflict with or violate, the
      Code.





I
      also
      agree to notify the Chairman
      of the Board and President, the Chief Financial Officer or the
      Audit Committee of the Board of Directors of NB Capital Corporation, or such
      other appropriate person identified in the Code, immediately of any event or
      situation that might adversely affect my compliance with the
      Code.





Date:
      ___________________





__________________________________


SIGNATURE




__________________________________


NAME
      (PLEASE PRINT)




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
      Gauchetière West, 27 th Floor,
      Montreal, Quebec, Canada, H3B 4L2, to the attention of: Vanessa Fontana, for
      inclusion in NB Capital Corporation’s official records.




10