EXHIBIT
      14








**NB
      CAPITAL CORPORATION**


**CODE
      OF 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
              6Reporting
              7Discipline
              7Waivers
                  or Amendment of the Code
              7Inquiries
              7Compliance
                  with Code
              7Schedule
                  - Code of Conduct and Ethics - Statement of Compliance
              9










**NB
      CAPITAL CORPORATION**


**CODE
      OF 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 should 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 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, 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 and/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. 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 Chairman of the Board and President
      (the “President”), the Chief Financial Officer or the Assistant Secretary of NB
      Capital, at the contact information mentioned below.





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 (“the Law”). No director, officer
      or employee of NB Capital is authorized to 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 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 Capital and its directors,
      officers and employees. Any questions on the Law should be directed to NB
      Capital’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 directors, officers or employees face a choice between their
      personal interest and the interest of NB Capital. 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 Capital
      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 Capital’s Assistant Secretary.





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 (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 Capital. It is in particular forbidden to disclose or use personal or
      confidential information belonging to NB Capital 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 Capital’s President,
      Chief Financial Officer or the Chairman of the Audit Committee, at the contact
      information mentioned below. NB Capital’s Audit Committee 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 Capital’s directors or executive officers. See
      Section 17 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
      other purpose except the conduct of NB Capital’s business and in strict
      conformance with all applicable Law. All non-public information about NB Capital
      should be considered confidential information. 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. NB Capital's policy on insider trading is set forth more fully in
      the
      NB Capital Corporation Policy on Securities Trading provided to all directors,
      officers and employees and in the NB Capital Corporation Information Disclosure
      Policy, which all directors, officers and employees are expected to read and
      comply with. Questions regarding this matter or requests for additional copies
      of such policies should be addressed to NB Capital’s Assistant
      Secretary.





5.  Confidentiality


Each
      director, officer and employee has an obligation to safeguard NB Capital’s
      confidential information (including electronic information) in accordance with
      the NB Capital Corporation Information Disclosure Policy. Furthermore, all
      NB
      Capital directors, officers and employees are required to maintain the
      confidentiality of all non-public information (including electronic information)
      entrusted to them by NB Capital, except when disclosure is authorized or legally
      mandated. This obligation applies not only to confidential information about
      NB
      Capital, 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 Capital, confidential
      information shall only be disclosed to those who 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 Capital’s President, Chief Financial
      Officer or Assistant Secretary should be consulted.





6.  Discrimination,
      Harassment and Retaliation


NB
      Capital is firmly committed to providing equal opportunity in all aspects of
      employment 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.





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 employee reasonably believes constitutes a violation of securities
      laws or any provision of federal law relating to fraud against shareholders.
      See
      NB Capital’s Procedures for the Submission of Complaints or Concerns Regarding
      Accounting, Auditing Matters or Violations of the Law, for more information.





7.  Protection
      and Proper Use of Company Assets


All
      directors, officers and employees should 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 should be immediately reported for investigation to NB Capital’s
      President, Chief Financial Officer or the Chairman of the Audit Committee.
      All
      Company assets must be only used for legitimate business purposes.





The
      obligation of directors, officers and employees to protect NB Capital’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 Capital policy. It could also be illegal and result in civil or even
      criminal penalties.





8.  Protecting
      Computerized Data and Using Electronic Networks


Computerized
      data are important NB Capital assets which ensure that NB Capital 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 Capital’s computer systems, such director, officer or
      employee should inform NB Capital’s President or Chief Financial Officer
      promptly.





9.  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 Capital 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 Capital’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 Capital’s interests or its reputation
      for integrity, such director, officer or employee is required to inform NB
      Capital’s President, Chief Financial Officer or the Chairman of the Audit
      Committee accordingly.





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 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.





In
      addition, every director, officer and employee is required to follow prescribed
      accounting and reporting procedures. 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 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 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,
      should report the matter to NB Capital’s Compliance Officer, at the contact
      information mentioned below, in accordance with NB Capital’s Procedures for the
      Submission of Complaints or Concerns Regarding Accounting, Auditing Matters
      or
      Violations of the Law.








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
      should retain all documents (including computer records) in 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 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 should report the matter to NB Capital’s Compliance Officer in
      accordance with NB Capital’s Procedures for the Submission of Complaints or
      Concerns Regarding Accounting, Auditing Matters or Violations of the
      Law.





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 deal in a certain manner with respect to rumours. Therefore, all
      communications, including rumours, should be directed to the spokespersons
      provided in the NB Capital Corporation Information Disclosure
      Policy.





14.  Reporting


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 should be reported as set forth therein. In the event of a complaint
      or
      concern on any other matter, including a violation of any NB Capital policy
      or
      of this Code, such complaint or concern should be addressed either to the
      President, the Chief Financial Officer, the Assistant Secretary or to the
      Chairman of the Audit Committee. There will be no retaliation against any person
      who provides information concerning a violation of any NB Capital policy or
      of
      this Code, as described in Section 6 of this Code.




15. 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. Disciplinary measures will depend on the
      circumstances of the violation and will be applied after consultation with
      the
      Human Resources Department and Legal Counsel.








16.  Waivers
      or
      Amendment of the Code


Any
      waiver of this Code for the directors or executive officers of NB Capital may
      be
      made only by the Audit Committee of the Board and will be promptly disclosed
      as
      required by Law. Waivers of this Code for a non-officer employee may be made
      by
      the President, the Chief Financial Officer or the Audit Committee only upon
      the
      employee making full disclosure in advance of the transaction in question and
      in
      their discretion.





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





17.  Inquiries


Any
      inquiries concerning the application or interpretation of this Code should
      be
      addressed to NB Capital’s President, Chief Financial Officer, Assistant
      Secretary or to the Chairman of the Audit Committee.





18.  Compliance
      with Code


Each
      director, officer and employee of NB Capital 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 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, in NB Capital’s annual report on Form
      10-K.




Any
      questions regarding this Code can be forwarded to:


*Donna
                  Goral*
              *Jean
                  Dagenais**Chairman
                  of the Board and President*
              *Chief
                  Financial Officer*65
                  East 55thStreet
              600
                  de la Gauchetière Street West31stFloor
              7thFloorNew
                  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




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 Mr. Peter Greco, designated as the Chief
      Compliance Officer of NB Capital, through one of the following confidential
      means of communications:








(a)
            Call:
                (212) 632-8697 (Note: Caller ID is not used on this phone number);
                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. A copy of these Procedures is available upon request to NB Capital’s
      Assistant Secretary.




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: November 3, 2006










NB
      CAPITAL CORPORATION








CODE
      OF
      CONDUCT AND ETHICS - STATEMENT OF COMPLIANCE





I,
      the
      undersigned, hereby acknowledge that I have read NB Capital Corporation’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 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 change that might adversely affect my compliance with the
      Code.








Date:
      ___________________




















__________________________________


NAME




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