Obbligazione ScotiaBank 3.5% ( US064159ER34 ) in USD

ScotiaBank

91.6 USD ▼

Canada

US064159ER34 ( in USD )

3.5% per anno ( pagato 2 volte l'anno)

01/05/2031

Prospetto opuscolo dell'obbligazione Bank of Nova Scotia US064159ER34 en USD 3.5%, scadenza 01/05/2031

1 000 USD

064159ER3

N/A

01/11/2025 ( Oggi )

La Bank of Nova Scotia, nota anche come Scotiabank, è una delle più grandi banche del Canada, operante a livello internazionale con una forte presenza in America Latina e nel Caraibi.

The Obbligazione issued by ScotiaBank ( Canada ) , in USD, with the ISIN code US064159ER34, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/05/2031

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...
424B2 1 e58662_424b2.htm PRICING SUPPLEMENT

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-185049
Pricing Supplement dated April 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

$367,000
Callable Step-Up Rate Notes, Series A
Due May 1, 2031
n 100% repayment of principal at maturity
n Quarterly interest payments
n The per annum fixed rate of interest payable on the Notes wil increase during the term of the Notes:

Years 1-6
3.50%

Years 7-9
3.75%

Years 10-12
4.00%

Years 13-14
4.25%

Years 15-16
4.75%

Year 17
5.75%
n Cal able quarterly by the Bank at par after 6 years
n Unless general interest rates rise significantly, you should not expect to earn the higher stated interest rates
described above because the Notes are likely to be cal ed
n If not cal ed by the Bank, term of approximately 17 years
n All payments on the Notes are subject to the credit risk of The Bank of Nova Scotia; if The Bank of Nova
Scotia defaults on its obligations, you could lose some or all of your investment
n No exchange listing; designed to be held to maturity

Investing 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.
The Cal able Step-Up Rate Notes, Series A due May 1, 2031 (the "Notes") offered hereunder are unsecured obligations of The Bank of Nova Scotia, and
investment risks include 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.

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 OR THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OF CANADA, THE UNITED STATES OR ANY
OTHER JURISDICTION.
Scotia Capital (USA) Inc. and any of its affiliates or agents may use this pricing supplement in market making transactions in the Notes after their initial sale. 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.

Original Offering Price
Maximum Underwriting Discount and Commission(1)
Proceeds to the Bank
Per Note
$1,000
$21
$979
Total
$367,000
$7,707
$359,293

1 of 17
4/30/2014 9:24 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...
(1) Scotia Capital (USA) Inc., our affiliate, wil purchase the Notes from us as principal at the original offering price and wil resel the Notes to Wels Fargo
Securities, LLC, which wil , acting as principal, offer the Notes to other registered broker-dealers or directly to investors. Wel s Fargo Securities, LLC wil receive
an underwriting discount and commission not to exceed $21.00 for each Note sold in this offering. From this underwriting discount and commission, Wel s Fargo
Securities, LLC wil pay selected dealers, which may include Wel s Fargo Advisors, LLC and Wel s Fargo Advisors Financial Network, LLC, a sel ing concession
not to exceed $21.00 for each Note they sel . See "Supplemental Plan of Distribution (Conflicts of Interest)" in this pricing supplement for further information.

Scotia Capital (USA) Inc.
Wells Fargo Securities

2 of 17
4/30/2014 9:24 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...

Investment Description
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 wil 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 all 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 careful y 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.
Investor Considerations
We have designed the Notes for investors who:
§ seek a fixed income investment with an interest rate that increases to, but not above, preset rates during the term of the
investment;
§ seek current income of at least 3.50% per annum (the interest rate applicable for the 1st through 6th years) and at an
interest rate in excess of 3.50% per annum in the 7th through 17th years, subject to the Bank's right to cal the Notes;
§ understand that the Notes may be cal ed by the Bank after 6 years; and
§ are wil ing to hold the Notes until maturity.
The Notes are not designed for, and may not be a suitable investment for, investors who:
§ seek a liquid investment or are unable or unwilling to hold the Notes to maturity;
P-2
3 of 17
4/30/2014 9:24 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...
§ expect interest rates to increase beyond the interest rates provided by the Notes;
§ prefer the certainty of investments without a cal feature; or
§ are unwil ing to accept the credit risk of the Bank.
P-3
4 of 17
4/30/2014 9:24 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...

Terms of the Notes

The information in this "Terms of the Notes" section is qualified by the more detailed information set forth in the prospectus, the
prospectus supplement and the product prospectus supplement, each filed with the SEC.

Issuer:
The Bank of Nova Scotia (the "Bank")
Currency:
U.S. Dol ars
Pricing Date:
April 25, 2014
Issue Date:
May 1, 2014
Principal Amount:
$1,000 per Note. References in this pricing supplement to a "Note" are to a Note with a principal
amount of $1,000.
Original Offering Price: $1,000 per Note
Stated Maturity Date:
May 1, 2031. The Notes are subject to redemption by the Bank prior to the stated maturity date
as set forth below under "Call Provision." The Notes are not subject to repayment at the option of
any holder of the Notes prior to the stated maturity date.
Payment at Maturity:
Unless cal ed prior to stated maturity by the Bank, a holder wil be entitled to receive on the stated
maturity date a cash payment in U.S. Dol ars equal to $1,000 per Note, plus any accrued and
unpaid interest.
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 1st of each February, May, August and November, commencing August 1, 2014 and ending
Dates:
on the stated maturity date or earlier cal date. Except as described below for the first interest
period, on each interest payment date, interest wil be paid for the period commencing on and
including the immediately preceding interest payment date and ending on and including the day
immediately preceding that interest payment date. This period is referred to as an "interest
period." The first interest period wil commence on and include the issue date and end on and
include July 31, 2014. Interest payable with respect to an interest period wil be computed on the
basis of a 360-day year of twelve 30-day months ("30/360").
If a scheduled interest payment date (including the stated maturity date or earlier cal date) is not
a Business Day, interest wil be paid on the next Business Day, and interest on that payment wil
not accrue during the period from and after the scheduled interest payment date.
Interest Rate:
The per annum interest rate that wil apply during each interest period that fal s within the dates
below is as fol ows:
Commencing May 1, 2014 and ending April 30, 2020 ............ 3.50%
Commencing May 1, 2020 and ending April 30, 2023 ............ 3.75%
Commencing May 1, 2023 and ending April 30, 2026 ............ 4.00%
Commencing May 1, 2026 and ending April 30, 2028 ............ 4.25%
Commencing May 1, 2028 and ending April 30, 2030 ............ 4.75%
Commencing May 1, 2030 and ending April 30, 2031 ............ 5.75%

P-4
5 of 17
4/30/2014 9:24 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...

Call Provision:
The Notes are cal able by the Bank, in whole but not in part, on any interest payment date on or
after May 1, 2020 at 100% of their principal amount plus accrued and unpaid interest to, but
excluding, such interest payment date. The Bank wil give cal notice to the holders of the Notes at
least 10 Business Days prior to the date fixed for redemption. If we cal the Notes on a scheduled
interest payment date that is not a Business Day, you wil receive the amount payable upon
redemption on the next Business Day, and interest on that payment wil not accrue during the
period from and after the scheduled interest payment date. So long as the Notes are represented
by global securities and are held on behalf of The Depository Trust Company ("DTC"), the Bank
wil deliver cal notices and other notices through DTC. We refer to the period from and including
the issue date to but excluding May 1, 2020 as the "non-call period."
Tax Redemption:
The Bank (or its successor) may redeem the Notes at any time, including during the non-cal
period, 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 Canadian tax law or 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 for more details.
No Listing:
The Notes wil not be listed on any securities exchange or automated quotation system.
Agents/Underwriters:
Scotia Capital (USA) Inc., as lead agent/underwriter, and Wel s Fargo Securities, LLC ("Wells
Fargo Securities"), as agent/underwriter.
Denominations:
$1,000 and any integral multiple of $1,000.
CUSIP/ISIN:
CUSIP 064159ER3 / ISIN US064159ER34
Form of Notes:
Book-entry
Type of Note:
Cal able Step-Up Rate Notes, Series A
Calculation Agent:
Scotia Capital Inc., an affiliate of the Bank
Status:
The Notes will 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, the U.S. Federal
Deposit Insurance Act or under any other deposit insurance regime of any jurisdiction.
Use of Proceeds and
General corporate purposes and to hedge risks of the Bank associated with its obligation to pay
Hedging:
the amounts due under the Notes. We expect to hedge our obligations under the Notes through an
affiliate of Wells Fargo Securities, one of our affiliates and/or another unaffiliated counterparty.
Our cost of hedging wil include the projected profit that such counterparty expects to realize in
consideration for assuming the risks inherent in hedging our obligations under the Notes. Because
hedging our obligations entails risk and may be influenced by market forces beyond our or our
counterparty's control, such hedging may result in a profit that is more or less than expected, or
could result in a loss. We have no obligation to engage in any manner of hedging activity and wil
do so solely at our discretion and for our own account. No holder of the Notes wil have any rights
or interest in our hedging activity or any positions we or any affiliated or unaffiliated counterparty
may take in connection with our hedging activity. See "Additional Risk Factors--The Underwriting
Discount and Commission, the Structuring and Development Fee, Offering Expenses and Certain
Hedging Costs are Likely to Adversely Affect the Price at Which You Can Sel Your Notes."
Clearance and
DTC
Settlement:
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. For the avoidance of doubt, the survivor's option referred to in the accompanying
6 of 17
4/30/2014 9:24 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...
product prospectus supplement is not applicable to the Notes.

P-5
7 of 17
4/30/2014 9:24 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...
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 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 at any time, including during the non-cal period, 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 will 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, 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). The circumstances in which the Bank (or its successor)
may become obligated to pay additional amounts with respect to the Notes are described in the section "General Terms of the
Notes--Payment of Additional Amounts" in the accompanying product prospectus supplement.
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 will 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.
P-6
8 of 17
4/30/2014 9:24 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...

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.

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.

The Amount of Interest You Receive May Be Less than the Return You Could Earn on Other Investments.

Interest rates may change significantly over the term of the Notes, and it is impossible to predict what interest rates wil be at
any point in the future. Although the interest rate on the Notes wil increase to preset rates at scheduled intervals during the
term of the Notes, the interest rate that wil apply at any time on the Notes may be less than prevailing market interest rates at
such time. As a result, the amount of interest you receive on the Notes may be less than the return you could earn on other
investments.

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 stated maturity date. In the event we decide to exercise our optional cal right,
the amount of interest payable over the term of your Notes would be less than the amount of interest payable if you held the
Notes until the stated 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 our optional cal right. 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 cal
the Notes prior to maturity during periods when the remaining interest is to accrue on the Notes at a rate that is greater than
that which we would pay on a conventional fixed-rate non-cal able debt security of comparable maturity.

We May Call the Notes During the Term of the Notes, Including During the Non-Call Period, in Certain Circumstances
If There Is a Change in Canadian Tax Law or Interpretation.

Although our optional cal right gives us the right to cal the Notes at our option only after the end of the non-cal period, we may
have the right to cal the Notes during the term of the Notes, including during the non-cal period, in certain circumstances if
there is a change in Canadian tax law or interpretation. See "Tax Redemption" in this pricing supplement for more details. If we
exercise our cal right in such an event during the non-cal period, you wil become subject to the risks described in the
preceding risk factor earlier than you may expect based on the non-cal period.

The Step-up Feature Presents Different Investment Considerations than Fixed Rate Notes.

You wil most likely not earn the higher scheduled interest rates on the Notes unless general interest rates rise significantly
during the term of the Notes. This is due, in part, to the fact that we are likely to exercise the cal provision before the
realization of such higher scheduled interest rates. Therefore, when determining whether to invest in the Notes, you should not
focus on the higher interest rates, which are only applicable after the first 6 years of the stated term of your Notes, and instead
consider, among other things, the annual interest rate applicable to the first cal date on which we may exercise our cal right as
compared with the rate of return on other comparable investments and the cal provision.
P-7
9 of 17
4/30/2014 9:24 AM

http://www.sec.gov/Archives/edgar/data/9631/000089109214003460/e5...
An Investment in the Notes May Be More Risky than an Investment in Notes with a Shorter Term.

The Notes have a term of 17 years, subject to our right to cal the Notes starting on May 1, 2020. By purchasing notes with a
longer term, you wil bear greater exposure to fluctuations in interest rates than if you purchased a note with a shorter term. In
particular, you may be negatively affected if interest rates begin to rise because the likelihood that we wil cal your Notes wil
decrease and the interest rate applicable to your Notes during a particular interest period may be less than the amount of
interest you could earn on other investments available at such time. In addition, if you tried to sel your Notes at such time, the
value of your Notes in any secondary market transaction would also be adversely affected.

Your Investment Is Subject to the Credit Risk of The Bank of Nova Scotia.

The Notes are senior unsecured debt obligations of The Bank of Nova Scotia and are not, either directly or indirectly, an
obligation of any third party. As further described in the accompanying prospectus, prospectus supplement and product
prospectus supplement, the Notes wil rank on par with all of the other unsecured and unsubordinated debt obligations of The
Bank of Nova Scotia, except such obligations as may be preferred by operation of law. Any payment to be made on the
Notes, including any interest payment on any interest payment date and the return of the principal amount at maturity or on the
cal date, as applicable, depends on the ability of The Bank of Nova Scotia to satisfy its obligations as they come due. As a
result, the actual and perceived creditworthiness of The Bank of Nova Scotia may affect the market value of the Notes and, in
the event The Bank of Nova Scotia were to default on its obligations, you may not receive the amounts owed to you under the
terms of the Notes.

The Underwriting Discount and Commission, the Structuring and Development Fee, Offering Expenses and Certain
Hedging Costs are Likely to Adversely Affect the Price at Which You Can Sell Your Notes.

Assuming no changes in market conditions or any other relevant factors, the price, if any, at which Wel s Fargo Securities or its
affiliates may be wil ing to purchase the Notes in secondary market transactions wil likely be lower than the original offering
price. The original offering price includes, and any secondary market price is likely to exclude, the underwriting discount and
commission paid in connection with the initial distribution, the structuring and development fee received by Scotia Capital (USA)
Inc., offering expenses and the projected profit that our hedge counterparty (which may be an affiliate of Wells Fargo
Securities or an affiliate of ours) expects to realize in consideration for assuming the risks inherent in hedging our obligations
under the Notes. In addition, any such price is also likely to reflect dealer discounts, mark-ups and other transaction costs,
such as a discount to account for costs associated with establishing or unwinding any related hedge transaction. The price at
which Wel s Fargo Securities or its affiliates or any other potential buyer may be wil ing to buy your Notes wil also be affected
by the interest rates provided by the Notes and by the market and other conditions discussed in the next risk factor.

The Price at Which the Notes May Be Sold Prior to Maturity Will Depend on a Number of Factors.

The price, if any, at which the Notes may be sold in the secondary market prior to maturity wil depend on a number of factors,
which include:
· Changes in U.S. interest rates. The value of the Notes may be affected by changes in the interest rates in the U.S.
markets.
· Credit risk. Any actual or anticipated changes in our credit ratings, credit spreads, financial condition or results of
operations may affect the value of the Notes. However, because the return on the Notes is dependent upon factors in
addition to our ability to pay our obligations under the Notes, such as whether we exercise our option to cal the Notes, an
improvement in our credit ratings, credit spreads, financial condition or results of operations wil not reduce the other
investment risks related to the Notes.

There May Not Be an Active Trading Market for the Notes--Sales in the Secondary Market May Result in Significant
Losses.

There may be little or no secondary market for the Notes. The Notes wil not be listed on any securities exchange. The
underwriters or their affiliates may make a market for the Notes; however, they are not required to do so and may stop
P-8
10 of 17
4/30/2014 9:24 AM