Bond ScotiaBank 2.488% ( US064159ES17 ) in USD

Issuer ScotiaBank
Market price refresh price now   100 %  ▲ 
Country  Canada
ISIN code  US064159ES17 ( in USD )
Interest rate 2.488% per year ( payment 2 times a year)
Maturity 29/05/2034



Prospectus brochure of the bond Bank of Nova Scotia US064159ES17 en USD 2.488%, maturity 29/05/2034


Minimal amount 1 000 USD
Total amount 3 107 000 USD
Cusip 064159ES1
Standard & Poor's ( S&P ) rating A+ ( Upper medium grade - Investment-grade )
Moody's rating N/A
Next Coupon 01/09/2025 ( In 61 days )
Detailed description 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 US064159ES17, pays a coupon of 2.488% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/05/2034
The Bond issued by ScotiaBank ( Canada ) , in USD, with the ISIN code US064159ES17, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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424B2 1 e59031_424b2.htm PRICING SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-185049


Pricing Supplement dated May 27, 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
$3,107,000
Callable Steepener Notes, Series A
Due May 29, 2034
· 100% repayment of principal at maturity, subject to the credit risk of
· Quarterly interest payments
the Bank
· Fixed 10.00% per annum Interest Rate for the first year, variable per annum
· 20-year stated term
Interest Rate thereafter linked to (a) 4 times (b) the amount equal to (i) the 30yr
· Cal able by the Bank quarterly on or after the first anniversary of
CMS minus (ii) the 2yr CMS minus (iii) 0.25%, subject to a Maximum Interest
issuance
Rate of 10.00% per annum
The Cal able Steepener Notes, Series A due May 29, 2034 (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 U.S. securities exchange or automated quotation system.
The Notes are redeemable at our option, in whole, but not in part, on each stated Cal Payment Date, from and including the First Cal Date, upon notice by us to DTC
on or before the corresponding Cal Notice Date, at an amount that wil equal the Principal Amount of your Notes plus the Interest Payment applicable to such Cal
Payment Date. If the Notes are cal ed prior to the Maturity Date, you wil be entitled to receive only the Principal Amount of the Notes and any accrued and unpaid
Interest Payment in respect of Interest Payment Dates occurring on or before the Cal Payment Date. In this case, you wil lose the opportunity to continue to be paid
Interest Payments in respect of Interest Payment Dates occurring after the Cal Payment Date.
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 other registered broker-dealers or wil offer the Notes directly to investors.
Scotia Capital (USA) Inc. or any of its affiliates or agents may use this pricing supplement in market-making transactions in the Notes after their initial sale. Unless we,
Scotia Capital (USA) Inc. or another of its affiliates or agents sel ing such Notes to you informs you otherwise in the confirmation of sale, this 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 and page 5 of the accompanying prospectus.

Per Note
Total
Price to public
100.00%
$3,107,000.00
Underwriting commissions1
3.48%
$108,123.60
Proceeds to Bank of Nova Scotia2
96.52%
$2,998,876.40

The difference between the estimated value3 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 secondary market develops, for the 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 all or 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's affiliates may also realize a profit that wil be based on (i)
the payments received on the hedging transactions minus (ii) the cost of creating and maintaining the hedging transactions.

We wil deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on or about May 29, 2014 against payment in immediately
available funds.
Scotia Capital (USA) Inc.
1 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 pay discounts and
underwriting commissions of up to $35.00 (3.50%) per $1,000 Principal Amount of the Notes in connection with the distribution of the Notes. Certain accounts may pay
a purchase price of at least $965.00 (96.50%) per $1,000 Principal Amount of the Notes and third party distributors involved in such transactions may charge a
discretionary fee with respect to such sales. Scotia Capital (USA) Inc. wil separately receive a structuring and development fee of up to $0.50 (0.05%) per $1,000
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Principal Amount of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing supplement.
2 Excludes potential profits from hedging. For additional considerations relating to hedging activities see "Additional Risk Factors - The Inclusion of Dealer Spread and
Projected Profit from Hedging in the Original Issue Price is Likely to Adversely Affect Secondary Market Prices" in this pricing supplement.
3 The estimated value of the Notes on the Trade Date as determined by a third-party hedge provider is approximately $972.00 (97.20%) 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.


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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")
Type of Note:
Cal able Steepener Notes, Series A
CUSIP/ISIN:
CUSIP 064159ES1 / ISIN US064159ES17
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:
May 27, 2014
Pricing Date:
May 27, 2014
Original Issue Date:
May 29, 2014
Maturity Date:
May 29, 2034, 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:
With respect to each Interest Payment Date, for each $1,000 Principal Amount of Notes, the
Interest Payment wil be calculated as $1,000 × 1/4 × Interest Rate.

Each Interest Payment is paid quarterly and is calculated on a 30/360 unadjusted basis; (i)"30/360"
means that Interest Payment is calculated on the basis of twelve 30-day months and (i )
"unadjusted" means that if a scheduled Interest Payment Date is not a Business Day, the Interest
Payment period wil not be adjusted, the Interest Payment wil be paid on the first fol owing day
that is a Business Day with ful force and effect as if made on such scheduled Interest Payment
Date, and no interest on such postponed payment wil accrue during the period from and after the
scheduled Interest Payment Date. As a result, each Interest Payment period wil consist of 90
days (three 30-day months) and Interest Payments wil accrue based on 90 days of a 360-day
year. See "Payment at Maturity" and "Interest" on page P-6 of this pricing supplement.
Interest Rate:
From and including the Original Issue Date to but excluding May 29, 2015 (the "Fixed Interest Rate
Period"):
The Fixed Interest Rate
From and including May 29, 2015 to but excluding the earlier of the Maturity Date or the Cal Date
(the "Floating Interest Rate Period"):
The Floating Interest Rate
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Fixed Interest Rate:
10.00% per annum
Floating Interest Rate:
For each Interest Period during the Floating Interest Rate Period, a variable rate per annum equal
to:
Leverage Factor x (CMS Reference Index - Spread)
subject to the Minimum Interest Rate and the Maximum Interest Rate.
CMS Reference Index:
The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") minus the 2-Year
Constant Maturity Swap Rate (which we refer to as "2CMS"), expressed as a percentage and
calculated as of the CMS Reference Index Determination Date for any such Interest Period during
the Floating Interest Rate Period.
30CMS is, on any day, the fixed rate of interest payable on an interest rate swap with a 30-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 30CMS on any calendar day, the
"CMS reference determination date" shall be that calendar day unless that calendar day is not a
U.S. Government Securities Business Day, in which case the 30CMS level shal be the 30CMS
level on the immediately preceding U.S. Government Securities Business Day.
2CMS is, on any day, the fixed rate of interest payable on an interest rate swap with a 2-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 2CMS on any calendar day, the
"CMS reference determination date" shall be that calendar day unless that calendar day is not a
U.S. Government Securities Business Day, in which case the 2CMS level shal be the 2CMS level
on the immediately preceding U.S. Government Securities Business Day.
Spread:
0.25%
Leverage Factor:
4
Minimum Interest Rate:
0.00% per annum
Maximum Interest Rate:
10.00% per annum
CMS Reference Index
Two (2) U.S. Government Securities Business Days prior to the related Interest Reset Date.
Determination Date:
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).
U.S. Government
Any day except for a Saturday, Sunday or a day on which The Securities Industry and Financial
Securities Business Day:
Markets Association recommends that the fixed income departments of its members be closed for
the entire day for purposes of trading in U.S. government securities.
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.
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Interest Payment Dates:
The 29th calendar day of each February, May, August, and November, commencing on August 29,
2014 and ending on the Maturity Date.
If these days are not Business Days, Interest Payments wil actual y be paid on the dates
determined as described below.
Day Count Fraction:
30/360, unadjusted, Fol owing Business Day Convention
First Call Date:
May 29, 2015
Call Provision:
The Notes are redeemable at our option, in whole, but not in part, on each stated Cal Payment
Date, from and including the First Cal Date, upon notice by us to DTC on or before the
corresponding Cal Notice Date, at an amount that wil equal the Principal Amount of your Notes
plus the Interest Payment applicable to such Interest Payment Date. If the Notes are cal ed prior
to the Maturity Date (such date, the "Call Date"), you wil be entitled to receive only the Principal
Amount of the Notes and any accrued and unpaid Interest Payment in respect of Interest Payment
Dates occurring on or before the Cal Payment Date. In this case, you wil lose the opportunity to
continue to be paid Interest Payments in respect of Interest Payment Dates ending after the Cal
Payment Date.
Call Notice Date:
10 Business Days prior to the corresponding Cal Payment Date.
Call Payment Date:
The 29th calendar day of each February, May, August, and November, commencing on the First
Cal Date, provided that if any such day is not a Business Day, the Cal Payment Date wil be the
next succeeding Business Day.
CMS Rate Fallback
If 30CMS or 2CMS is not displayed by 11:00 a.m. New York City time on the Reuters Screen
Provisions:
ISDAFIX1 Page on 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 30
year or 2 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 commercially reasonable manner.
Form of Notes:
Book-entry
Calculation Agent:
Scotia Capital Inc., an affiliate of the Bank
Status:
The Notes wil constitute direct, unsubordinated and unsecured obligations of the Bank ranking pari
passu with all 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,
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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.
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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

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

If the Notes have not been cal ed by us, as described elsewhere in this pricing supplement, 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 ("Fol owing Business Day Convention").

INTEREST

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").

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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 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
shall be officially proposed, which, in any such case, in the written opinion to the Bank (or its successor) of legal counsel of
recognized standing, will 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.

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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 advisors, 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.

Your Investment is Subject to a Reinvestment Risk in the Event We Elect to Call the Notes.

We have the ability to cal the Notes prior to the Maturity Date. In the event we decide to exercise the Cal Provision, the amount of
interest payable would be less than the amount of interest payable if you held the Notes until the Maturity Date. There is no
guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar
level of risk fol owing our exercise of the Cal Provision. We may choose to cal the Notes early or choose not to cal the Notes
early, in our sole discretion. In addition, it is more likely that we will call the Notes prior to maturity if a significant decrease in U.S.
interest rates or a significant decrease in the volatility of U.S. interest rates would result in greater interest payments on the Notes
than on instruments of comparable maturity, terms and credit worthiness then trading in the market.

After the First Four Interest Periods, the Amount of Each Interest Payment on an Interest Payment Date is Variable.

Fol owing the first four Interest Periods, you wil receive interest on the applicable Interest Payment Date based on a rate per
annum equal to (a) the Leverage Factor multiplied by (b) the difference of the CMS Reference Index fixed on the corresponding
Interest Determination Date minus the Spread, subject to the Maximum Interest Rate and the Minimum Interest Rate. While the
interest rate applicable to each Interest Payment Date after the first four Interest Periods wil fluctuate because it is based on the
CMS Reference Index, the interest rate for any Interest Payment Date wil not be greater than the Maximum Interest Rate and wil
not be less than the Minimum Interest Rate.

Interest Rate Risk.

The return on the Notes is linked to a Fixed Interest Rate for the first year and to a Floating Interest Rate thereafter.

Fixed interest rate instruments are general y more sensitive to market interest rate changes. The prices of long-term debt
obligations general y fluctuate more than prices of short-term debt obligations as interest rates change. General y, when market
interest rates rise, the prices of debt obligations fal , and vice versa. This risk may be particularly acute because market interest
rates are currently at historical y low levels. Therefore, an increase in market interest rates wil adversely affect the value of your
Notes.

Furthermore, there can be no assurance that the Floating Interest Rate shal exceed the Fixed Interest Rate, or that the Floating
Interest Rate shal be positive. If the Floating Interest Rate is negative you may not earn any interest on your Notes

The Historical Performance of 30CMS and 2CMS are Not an Indication of Their Future Performance.

The historical performance of 30CMS and 2CMS should not be taken as an indication of their future performance during the term of
the Notes. Changes in the levels of 30CMS and 2CMS wil affect the trading price of the Notes, but it is impossible to predict
whether such levels wil rise or fal . There can be no assurance that the CMS Reference Index level wil be positive.

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