Prospectus excerpt:  This short form prospectus qualifies the distribution of 6,000,000 Non-Cumulative Fixed Rate First Preferred Shares Series 20 (the “Preferred Shares Series 20”) in the capital of National Bank of Canada (also referred to as the “Bank”). Non-cumulative preferential cash dividends on the Preferred Shares Series 20, if, as and when declared by the board of directors of the Bank (the “Board of Directors”), will be payable quarterly on the fifteenth day of February, May, August and November of each year. The dividend rate on the Preferred Shares Series 20 for each quarter will be 6.00% per annum. The initial dividend, if, as and when declared, will be payable on August 15, 2008 in the amount of $0.494178 per share, based upon an anticipated closing date of April 16, 2008. See “Details of the Offering”.

The Preferred Shares Series 20 will not be redeemable prior to May 15, 2013. Subject to the provisions of the Bank Act (Canada) (the “Bank Act”) and the prior consent of the Superintendent of Financial Institutions (Canada) (the “Superintendent”), the Bank may, at its option, redeem for cash the Preferred Shares Series 20 on or after May 15, 2013, in whole or in part, at any time, at a price equal to $26.00 per share, if redeemed during the twelve months prior to May 15, 2014, at $25.75 per share, if redeemed during the twelve months prior to May 15, 2015, at $25.50 per share, if redeemed during the twelve months prior to May 15, 2016, at $25.25 per share, if redeemed during the twelve months prior to May 15, 2017, and at $25.00 per share, if redeemed on or after May 15, 2017, in each case together with all declared and unpaid dividends thereon to the date fixed for redemption. See “Details of the Offering”.

The Preferred Shares Series 20 do not have a fixed maturity date and are not redeemable at the option of the holders of Preferred Shares Series 20. See “Risk Factors”.