0001193125-12-495482 Sample Contracts

THE BANK OF NOVA SCOTIA SENIOR DEBT SECURITIES FORM OF UNDERWRITING AGREEMENT FOR SENIOR DEBT SECURITIES
Underwriting Agreement • December 7th, 2012 • Bank of Nova Scotia / • State commercial banks • New York

The Bank has filed a registration statement (File No. 333-[ ]) (including a base shelf prospectus dated [ ], 20[ ]) and a preliminary prospectus supplement dated [ ], 20[ ] (including the base shelf prospectus, the “Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Bank has filed with the SEC for more complete information about the Bank and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) website, which may be accessed at www.sedar.com. Alternatively, the Bank or any underwriter participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by calling [ ] at 1-[ ]-[ ]-[ ].

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