Bond ScotiaBank 2% ( US064159EC64 ) in USD

ScotiaBank

100 % ▲

Canada

US064159EC64 ( in USD )

2% per year ( payment 2 times a year)

28/03/2024 - Bond has expired

Prospectus brochure of the bond Bank of Nova Scotia US064159EC64 in USD 2%, expired

1 000 USD

10 750 000 USD

064159EC6

A+ ( Upper medium grade - Investment-grade )

N/A

The Bank of Nova Scotia, also known as Scotiabank, is a multinational banking and financial services corporation headquartered in Toronto, Canada, with a significant international presence focusing on the Americas and select Asian markets.

The Bond issued by ScotiaBank ( Canada ) , in USD, with the ISIN code US064159EC64, pays a coupon of 2% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/03/2024
The Bond issued by ScotiaBank ( Canada ) , in USD, with the ISIN code US064159EC64, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...
424B2 1 e58199_424b2.htm PRICING SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-185049

Pricing Supplement dated March 25, 2014 to the
Prospectus dated August 1, 2013
Prospectus Supplement dated August 8, 2013 and Product Prospectus Supplement (Rate Linked Notes, Series A) dated August 8, 2013

The Bank of Nova Scotia
$10,750,000
Floored Floating Rate Notes, Series A
Due March 28, 2024
· 100% repayment of principal at maturity, subject to the credit risk of the Bank
· Quarterly interest payments
· 10-year stated term
· Floating Interest Rate of the Leverage Factor times the 10-Year Constant
Maturity Swap Rate (10CMS), with a floor of 2.00% per annum
The Floored Floating Rate Notes, Series A due March 28, 2024 (the "Notes") offered hereunder are unsecured obligations of The Bank of Nova Scotia
and are subject to investment risks including possible loss of the Principal Amount invested due to the credit risk of The Bank of Nova Scotia. As used
in this pricing supplement, the "Bank," "we," "us" or "our" refers to The Bank of Nova Scotia.
The Notes wil not be listed on any securities exchange or automated quotation system.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THE NOTES OR PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS DOCUMENT, THE ACCOMPANYING
PROSPECTUS, PROSPECTUS SUPPLEMENT OR PRODUCT PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THE NOTES ARE NOT INSURED BY THE CANADA DEPOSIT INSURANCE CORPORATION PURSUANT TO THE CANADA
DEPOSIT INSURANCE CORPORATION ACT, THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION, OR ANY OTHER
GOVERNMENTAL AGENCY OF CANADA, THE UNITED STATES OR ANY OTHER JURISDICTION.
Scotia Capital (USA) Inc., our affiliate, wil purchase the Notes from us for distribution to agents or other registered broker-dealers or wil offer the Notes directly to
investors. Scotia Capital (USA) Inc. and Barclays Capital Inc. (together, the "Underwriters") or any of their affiliates or agents may use this final pricing supplement in
market-making transactions in the Notes after their initial sale. Unless we, the Underwriters or one of our affiliates or agents sel ing such Notes to you informs you
otherwise in the confirmation of sale, this final pricing supplement is being used in a market-making transaction. See "Supplemental Plan of Distribution (Conflicts of
Interest)" in this pricing supplement and "Supplemental Plan of Distribution" on page PS-32 of the accompanying product prospectus supplement.
Investment in the Notes involves certain risks. You should refer to "Additional Risk Factors" in this pricing supplement and "Additional Risk Factors
Specific to the Notes" beginning on page PS-5 of the accompanying product prospectus supplement and "Risk Factors" beginning on page S-2 of the
accompanying prospectus supplement.
Per
Note
Total
Price to public1
Variable
Variable
Underwriting commissions2
1.50%
$161,250.00
Proceeds to The Bank of Nova Scotia3
98.50%
$10,588,750.00
The difference between the estimated value4 of your Notes and the original issue price reflects costs that the Bank or its affiliates expect to incur and profits that the
Bank or its affiliates expect to realize in connection with hedging activities related to the Notes. These costs and profits wil likely reduce the secondary market price, if
any, at which the Underwriters are wil ing to purchase the Notes. The Underwriters may, but are not obligated to, purchase any Notes. As a result, you may experience
an immediate and substantial decline in the market value of your Notes on the Trade Date and you may lose a substantial portion of your initial investment. The Bank's
profit in relation to the Notes wil vary based on the difference between (i) the amounts received by the Bank in connection with the issuance and the reinvestment return
received by the Bank in connection with those funds and (ii) the costs incurred by the Bank in connection with the issuance of the Notes and the hedging transactions.
The Bank or its affiliates wil also realize a profit that wil be based on the (i) cost of creating and maintaining the hedging transactions minus (ii) the payments received
on the hedging transactions.
We wil deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on or about March 28, 2014 against payment in immediately
available funds.
Scotia Capital (USA) Inc.
Barclays Capital Inc.
1
The Underwriters propose to offer the Notes from time to time for sale in negotiated transactions, or otherwise, at varying prices to be determined at the time of each
sale; provided that, such prices are not expected to be less than $985.00 or greater than $1,000.00 per $1,000.00 Principal Amount of the Notes. The Bank may
decide to sell additional Notes after the date of this pricing supplement, at issue prices and with commissions and aggregate proceeds that differ from the amounts
set forth above.
2
Scotia Capital (USA) Inc. or one of our affiliates wil purchase the Notes at the Principal Amount and, as part of the distribution of the Notes, wil sel the Notes to
Barclays Capital Inc. at a discount and underwriting commissions of up to $15.00 (1.50%) per $1,000 Principal Amount of the Notes in connection with the
distribution of the Notes. Scotia Capital (USA) Inc. wil separately receive a structuring and development fee of up to $0.50 (0.05%) per $1,000 Principal Amount of
the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing supplement.
3
Excludes potential profits from hedging. For additional considerations relating to hedging activities see "Additional Risk Factors - The Inclusion of Dealer Spread
1 of 17
3/28/2014 9:04 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...
and Projected Profit from Hedging in the Original Issue Price is Likely to Adversely Affect Secondary Market Prices" in this pricing supplement.
4
The estimated value of the Notes on the Trade Date as determined by the Bank, referencing calculations provided by a third party hedge provider, is approximately
$964.90 (96.49%) per $1,000 Principal Amount of the Notes, which is less than the original issue price. See "The Bank's Estimated Value of the Notes" in this
pricing supplement for additional information. The estimated value of the Notes on the date any additional Notes are priced for sale wil take into account a number of
variables, including prevailing market conditions and subjective assumptions, which may or may not materialize, on the date that such additional Notes are traded. As
a result of changes in these variables, the estimated value of the Notes on any subsequent trade date may be lower or higher than the estimated value of the Notes
on the Trade Date, but in no case wil the estimated value of the Notes be less than $960.00 (96.00%) per $1,000 Principal Amount of the Notes.

2 of 17
3/28/2014 9:04 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...

SUMMARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the
prospectus, the prospectus supplement and the product prospectus supplement, each filed with the SEC. See "Additional Terms of
Your Notes" in this pricing supplement.
Issuer:
The Bank of Nova Scotia (the "Issuer" or the "Bank")
CUSIP/ISIN:
CUSIP 064159EC6 / ISIN US064159EC64
Type of Note:
Floored Floating Rate Notes, Series A
Minimum Investment:
$1,000
Denominations:
$1,000 and integral multiples of $1,000 in excess thereof
Principal Amount:
$1,000 per Note
Currency:
U.S. Dollars
Trade Date:
March 25, 2014
Pricing Date:
March 25, 2014
Original Issue Date:
March 28, 2014
Maturity Date:
March 28, 2024, subject to adjustment as described in more detail in the accompanying product
prospectus supplement
Business Day:
Any day which is neither a legal holiday nor a day on which banking institutions are authorized or
obligated by law, regulation or executive order to close in New York and Toronto.
Interest Payment
The quarterly payments made on the 28th calendar day of each March, June, September and
Dates:
December commencing June 28, 2014 and ending on the Maturity Date.
The quarterly interest payments wil be made on each Interest Payment Date, provided that if these
days are not Business Days, interest wil be made on the dates determined as described below.
Interest Period:
For each Interest Payment Date, the quarterly period from, and including, the previous Interest
Payment Date (or the Original Issue Date in the case of the first Interest Payment Date) to, but
excluding, the applicable Interest Payment Date.
Floating Interest Rate: The Notes wil bear interest at the Floating Interest Rate subject to a Minimum Rate/Floor. For each
Interest Period, the Floating Interest Rate wil be a variable rate per annum equal to the product of:
Leverage Factor x CMS Reference Index, subject to the Minimum Rate/Floor.
CMS Reference Index: The 10-Year Constant Maturity Swap Rate (which we refer to as "10CMS"), expressed as a
percentage and calculated as of the CMS Reference Index Determination Date for any such Interest
Period.
10CMS is, on any day, the fixed rate of interest payable on an interest rate swap with a 10-year
maturity as reported on Reuters page ISDAFIX1 or any successor page thereto at 11:00 a.m. New
York City time on that day; provided that for the determination of 10CMS on any calendar day, the
"CMS Reference Index Determination Date" shal be that calendar day unless that calendar day is not a
U.S. Government Securities Business Day, in which case the 10CMS level shall be the 10CMS level on
the immediately preceding U.S. Government Securities Business Day.
3 of 17
3/28/2014 9:04 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...

P-2
4 of 17
3/28/2014 9:04 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...

Leverage Factor:
0.72
Minimum Rate/Floor:
2.00% per annum
CMS Reference Index
During the Interest Period, two (2) U.S. Government Securities Business Days prior to the related
Determination Date:
Interest Reset Date.
U.S. Government
Any day except for a Saturday, Sunday or a day on which The Securities Industry and Financial Markets
Securities Business
Association recommends that the fixed income departments of its members be closed for the entire day
Day:
for purposes of trading in U.S. government securities.
Reference Page:
Reuters page ISDAFIX1
Interest Reset Dates:
For each Interest Period, the Interest Payment Date constituting the start of such Interest Period (or with
respect to the first Interest Period, the Original Issue Date)
Day Count Fraction:
30/360, unadjusted, Fol owing Business Day Convention
CMS Rate Fallback
If 10CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 page on
Provisions:
any day on which the level of the CMS Reference Index must be determined, such affected rate for such
day wil be determined on the basis of the mid-market semi-annual swap rate quotations to the
Calculation Agent provided by five leading swap dealers in the New York City interbank market (the
"Reference Banks") at approximately 11:00 a.m., New York City time, on such day, and, for this purpose,
the mid-market semi-annual swap rate means the mean of the bid and offered rates for the semi-annual
fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dol ar interest rate swap
transaction with a term equal to the applicable 10 year maturity commencing on such day and in a
representative amount with an acknowledged dealer of good credit in the swap market, where the
floating leg, calculated on an actual/360 day count basis, is equivalent to ICE LIBOR USD with a
designated maturity of three months. The Calculation Agent wil request the principal New York City
office of each of the Reference Banks to provide a quotation of its rate. If at least three quotations are
provided, the rate for that day wil be the arithmetic mean of the quotations, eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest). If fewer than three quotations are provided as requested, the rate wil be
determined by the Calculation Agent in good faith and in a commercial y reasonable manner.
Form of Notes:
Book-entry
Calculation Agent:
Scotia Capital Inc., an affiliate of the Bank
Underwriters:
Scotia Capital (USA) Inc. and Barclays Capital Inc.

P-3
5 of 17
3/28/2014 9:04 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...

Status:
The Notes wil constitute direct, unsubordinated and unsecured obligations of the Bank ranking pari
passu with al other direct, unsecured and unsubordinated indebtedness of the Bank from time to time
outstanding (except as otherwise prescribed by law). Holders wil not have the benefit of any insurance
under the provisions of the Canada Deposit Insurance Corporation Act, the U.S. Federal Deposit
Insurance Act or under any other deposit insurance regime of any jurisdiction.
Tax Redemption:
The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price equal
to the Principal Amount thereof together with accrued and unpaid interest to the date fixed for
redemption, if it is determined that changes in tax laws or their interpretation wil result in the Bank (or its
successor) becoming obligated to pay, on the next Interest Payment Date, additional amounts with
respect to the Notes. See "Tax Redemption" in this pricing supplement.
Listing:
The Notes wil not be listed on any securities exchange or quotation system
Use of Proceeds:
General corporate purposes
Clearance and
Settlement:
Depository Trust Company
Terms Incorporated:
Al of the terms appearing under the caption "General Terms of the Notes" beginning on page PS-10 in
the accompanying product prospectus supplement, as modified by this pricing supplement

ADDITIONAL TERMS OF YOUR NOTES
You should read this pricing supplement together with the prospectus dated August 1, 2013, as supplemented by the prospectus
supplement dated August 8, 2013 and the product prospectus supplement (Rate Linked Notes, Series A) dated August 8, 2013,
relating to our Senior Note Program, Series A, of which these Notes are a part. Capitalized terms used but not defined in this
pricing supplement wil have the meanings given to them in the product prospectus supplement. In the event of any conflict, this
pricing supplement will control. The Notes may vary from the terms described in the accompanying prospectus, prospectus
supplement, and product prospectus supplement in several important ways. You should read this pricing supplement,
including the documents incorporated herein, carefully.

This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes al prior or
contemporaneous oral statements as wel as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours.
You should carefully consider, among other things, the matters set forth in "Additional Risk Factors Specific to the Notes" in the
accompanying product prospectus supplement, as the Notes involve risks not associated with conventional debt securities. We urge
you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes. You may access these
documents on the SEC website at www.sec.gov as fol ows (or if that address has changed, by reviewing our filings for the relevant
date on the SEC website at http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000009631):

Prospectus dated August 1, 2013:
http://www.sec.gov/Archives/edgar/data/9631/000089109213006699/e54840_424b3.htm
Prospectus Supplement dated August 8, 2013:
http://www.sec.gov/Archives/edgar/data/9631/000089109213006938/e54968_424b3.htm
Product Prospectus Supplement (Rate Linked Notes, Series A), dated August 8, 2013
http://www.sec.gov/Archives/edgar/data/9631/000089109213006942/e54970_424b5.htm

P-4
6 of 17
3/28/2014 9:04 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...
7 of 17
3/28/2014 9:04 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...

The Bank of Nova Scotia has filed a registration statement (including a prospectus, a prospectus supplement, and a
product prospectus supplement) with the SEC for the offering to which this pricing supplement relates. Before you
invest, you should read those documents and the other documents relating to this offering that we have filed with the
SEC for more complete information about us and this offering. You may obtain these documents without cost by visiting
EDGAR on the SEC Website at www.sec.gov, or accessing the links above. Alternatively, The Bank of Nova Scotia, any
agent or any dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement and
the product prospectus supplement if you so request by calling 1-416-866-3672.

PAYMENT AT MATURITY
We wil pay you the Principal Amount of your Notes on the Maturity Date, plus the final interest payment.

In the event that the stated Maturity Date is not a Business Day, then relevant repayment of principal wil be made on the next
Business Day, regardless of whether such Business Day fal s in the month fol owing that in which the stated Maturity Date would
otherwise have fal en ("Following Business Day Convention").

INTEREST
The Notes are Floored Floating Rate Notes. The Floating Interest Rate wil apply quarterly and wil equal a variable rate per annum
equal to the product of the Leverage Factor times 10CMS, subject to a Minimum Rate/Floor of 2.00% per annum.

We describe payments as being based on a "day count fraction" of "30/360, unadjusted, Fol owing Business Day Convention."

This means that the number of days in the Interest Period will be based on a 360-day year of twelve 30-day months ("30/360") and
that the number of days in each Interest Period wil not be adjusted if an Interest Payment Date fal s on a day that is not a Business
Day ("unadjusted").
If any Interest Payment Date fal s on a day that is not a Business Day (including any Interest Payment Date that is also the Maturity
Date), the relevant interest payment wil be made on the next Business Day under the Fol owing Business Day Convention.
EVENTS OF DEFAULT AND ACCELERATION
If the Notes have become immediately due and payable fol owing an Event of Default (as defined in the accompanying prospectus)
with respect to the Notes, the Calculation Agent wil determine (i) your Principal Amount and (ii) any accrued but unpaid interest
payable based upon the then-applicable interest rate calculated on the basis of a 360-day year consisting of twelve 30-day
months.

If the Notes have become immediately due and payable fol owing an Event of Default, you wil not be entitled to any additional
payments with respect to the Notes. For more information, see "Description of the Debt Securities We May Offer -- Events of
Default" beginning on page 22 of the accompanying prospectus.

TAX REDEMPTION
The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price equal to the Principal Amount
thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below,
if:

· as a result of any change (including any announced prospective change) in or amendment to the laws (or any regulations or
rulings promulgated thereunder) of Canada (or the jurisdiction of organization of the successor to the Bank) or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings (including a holding by a court
P-5
8 of 17
3/28/2014 9:04 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...

of competent jurisdiction), which change or amendment is announced or becomes effective on or after the Pricing Date (or, in
the case of a successor to the Bank, after the date of succession), and which in the written opinion to the Bank (or its
successor) of legal counsel of recognized standing has resulted or wil result (assuming, in the case of any announced
prospective change, that such announced change wil become effective as of the date specified in such announcement and in
the form announced) in the Bank (or its successor) becoming obligated to pay, on the next succeeding date on which interest
is due, additional amounts with respect to the Notes; or
· on or after the Pricing Date (or, in the case of a successor to the Bank, after the date of succession), any action has been
taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the
jurisdiction of organization of the successor to the Bank) or any political subdivision or taxing authority thereof or therein,
including any of those actions specified in the paragraph immediately above, whether or not such action was taken or decision
was rendered with respect to the Bank (or its successor), or any change, amendment, application or interpretation shal be
officially proposed, which, in any such case, in the written opinion to the Bank (or its successor) of legal counsel of recognized
standing, wil result (assuming, in the case of any announced prospective change, that such change, amendment, application,
interpretation or action is applied to the Notes by the taxing authority and that such announced change wil become effective as
of the date specified in such announcement and in the form announced) in the Bank (or its successor) becoming obligated to
pay, on the next succeeding date on which interest is due, additional amounts with respect to the Notes;
and, in any such case, the Bank (or its successor), in its business judgment, determines that such obligation cannot be avoided by
the use of reasonable measures available to it (or its successor).

In the event the Bank elects to redeem the Notes pursuant to the provisions set forth in the preceding paragraph, it shall deliver to
the Trustees a certificate, signed by an authorized officer, stating (i) that the Bank is entitled to redeem such Notes pursuant to their
terms and (i ) the Principal Amount of the Notes to be redeemed.

Notice of intention to redeem such Notes wil be given to holders of the Notes not more than 45 nor less than 30 days prior to the
date fixed for redemption and such notice wil specify, among other things, the date fixed for redemption and the redemption price.

ADDITIONAL RISK FACTORS
An investment in the Notes involves significant risks. In addition to the fol owing risks included in this pricing supplement, we urge
you to read "Additional Risk Factors Specific to the Notes" beginning on page PS-5 of the accompanying product prospectus
supplement and "Risk Factors" beginning on page S-2 of the accompanying prospectus supplement and on page 6 of the
accompanying prospectus.

You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration,
with your advisers, of the suitability of the Notes in light of your particular financial circumstances and the information set forth in this
pricing supplement and the accompanying prospectus, prospectus supplement and product prospectus supplement.

The Amount of Each Interest Payment on an Interest Payment Date is Variable and may be as low as 2.00% Per Annum.

You wil receive interest on the applicable Interest Payment Date based on a rate per annum equal to the Leverage Factor
multiplied by the floating rate of the 10CMS, subject to the Minimum Rate/Floor. While the interest rate applicable to each Interest
Payment Date wil fluctuate because it is based on the floating rate of the 10CMS, the interest rate for any Interest Payment Date
wil not be less than the Minimum Rate/Floor.

P-6
9 of 17
3/28/2014 9:04 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214002410/e5...

The Historical Performance Of 10CMS Is Not An Indication Of Its Future Performance.

The historical performance of 10CMS should not be taken as an indication of its future performance during the term of the Notes.
Changes in the level of 10CMS wil affect the trading price of the Notes, but it is impossible to predict whether such levels will rise
or fal . Furthermore, the historical performance of the CMS Reference Index does not reflect the return the Notes would have had
because they do not take into account the Leverage Factor, the Minimum Rate/Floor or the Payment at Maturity.

The Price You Paid for the Notes May be Higher than the Prices Paid by Other Investors

The Bank of Nova Scotia proposes to offer the Notes from time to time for sale to investors in one or more negotiated transactions,
or otherwise, at prevailing market prices at the time of sale, at prices related to then-prevailing prices, at negotiated prices or
otherwise. Accordingly, there is a risk that the price you paid for your Notes wil be higher than the prices paid by other investors
based on the date and time you made your purchase, from whom you purchased the Notes, any related transaction costs, whether
you hold your Notes in a brokerage account, a fiduciary or fee based account or another type of account and other market factors.

Recent Regulatory Attention To The ISDAfix Process

It has been reported that certain U.S. and U.K. regulators are reviewing the process by which ISDAfix has been set. Any changes
or reforms affecting the determination or supervision of ISDAfix in light of this regulatory attention may result in a sudden or
prolonged increase or decrease in reported ISDAfix, which could have an adverse impact on the trading market for ISDAfix-
benchmarked securities such as your Notes, the value of your Notes and any payments on your Notes.

10CMS as of any CMS Reference Index Determination Date may be less than 10CMS as of any Other Day during the Term
of the Notes.

Because 10CMS for any relevant Interest Period wil be determined solely as of five U.S. Government Securities Business Days
prior to the previous Interest Reset Date, 10CMS wil not be considered on any other dates during the term of the Notes.
Therefore, even if 10CMS as of any day that is not the CMS Reference Index Determination Date for the applicable Interest Period
is higher or lower, as applicable, than 10CMS as of such CMS Reference Index Determination Date, the amount of interest on the
corresponding Interest Payment Date wil not take into account that higher or lower level.

If the 10CMS Changes, the Value of the Notes May Not Change in the Same Manner.

Your Notes may trade quite differently from the 10CMS. Changes in the 10CMS may not result in a comparable change in the value
of your Notes.

Repayment of Principal Only at Maturity

The Notes offer repayment of principal only if you hold your Notes until the Maturity Date.

Because the Notes Accrue Interest at a Floating Rate, You May Receive a Lesser Amount Of Interest in the Future.

The interest payable on the Notes during each quarterly Interest Period wil accrue at a per annum rate equal to the Floating
Interest Rate, as determined on the CMS Reference Index Determination Date, subject to the Minimum Rate/Floor. The CMS
Reference Index may vary from time to time and there wil be significant risks not associated with a conventional fixed-rate debt
security. These risks include fluctuation of the 10CMS and the possibility that, in the future, the interest rate on the Notes wil
decrease for any Interest Period. We have no control over a number of factors that may affect the 10CMS, including economic,
financial and political events that are important in determining the existence, magnitude and longevity of these risks and their
results.

P-7
10 of 17
3/28/2014 9:04 AM