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Tuesday, May 27, 2008

Scotiabank reports improved second quarter earnings of $980 million

TORONTO, May 27 /PRNewswire-FirstCall/ - Scotiabank today announced second quarter net income of $980 million, down 6% compared with the same period last year, but up $145 million or 18% over last quarter.

Diluted earnings per share (EPS) were $0.97 compared to $1.03 in the same period last year and $0.82 last quarter. Return on equity remained strong at 21.4%.

"Scotiabank's performance was solid during a challenging quarter for global financial markets," said Scotiabank President and CEO Rick Waugh. "Compared to the same period one year ago, we achieved higher net interest income, and Domestic Banking, Scotia Capital and International Banking experienced strong asset growth. As well, this quarter's results benefited from the positive contributions of recent acquisitions. However, these gains were offset by the negative impact of foreign currency translation, higher provisions for credit losses, weaker capital market revenues and an increase in expenses incurred on revenue growth initiatives.

"Our Domestic Banking platform is performing very well in a competitive market. The division experienced strong growth in assets, with market share gains in residential mortgages, total deposits and mutual funds.

"The combination of organic growth and contributions from acquisitions fuelled a solid year-over-year increase in earnings in International Banking. These results were achieved notwithstanding the negative impact of foreign currency translation due to the rapid rise of the Canadian dollar in 2007. We continue to see assets increasing in all regions with solid contributions from our most recent acquisition in Chile and on-going growth from Peru and the Caribbean and Central America.

"Scotia Capital's results showed strength during a turbulent period, with record results in ScotiaMoccatta, strong loan growth, and widening spreads. However, trading results were below the high levels a year ago, but rebounded from the first quarter.

"In a period when many financial institutions experienced significant problems in global and domestic capital markets, our strong risk management and moderate exposures resulted in minimal writedowns. Our loan portfolios performed very well with Scotia Capital showing net recoveries, and loan losses being well contained in other business lines.

"We continue to prudently manage our capital position to ensure that it is adequate to support strategic acquisitions and ongoing business development opportunities.

"Despite difficult markets, we are on track to achieve three of our four key financial and operational targets: ROE, productivity and maintaining strong capital ratios. This is a reflection of the relative strength of our businesses and strategies. However, the challenging global financial markets continue to impact earnings and, as a result, it is unlikely that we will meet our EPS growth objective set at the end of last year. At the same time, our rebound in earnings this quarter, the continued solid asset growth in all three business lines and improved funding costs, all point to a stronger second half in 2008. In view of these factors and our strong and improving capital position, we increased our quarterly dividend 2 cents to 49 cents per common share. This extends our track record of providing shareholders with consistent dividend growth."

    Year-to-date performance versus key 2008 financial and operational
    objectives was as follows:
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    1.  Target: Earn a return on equity (ROE)(1) of 20 to 23%. For the six
        months Scotiabank earned an ROE of 20%.
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    2.  Target: Generate growth in earnings per common share (diluted) of 7
        to 12%. Our year-over-year growth in earnings per share was negative
        12%.
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    3.  Target: Maintain a productivity ratio(1) of less than 57%.
        Scotiabank's ratio was 55.6% for the six months.
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    4.  Target: Maintain sound capital ratios. At 9.6%, Scotiabank's Tier 1
        capital ratio remains strong by Canadian and International standards.

    (1) Refer to non-GAAP measures discussion below.

    Live audioWeb broadcast of the Bank's analysts' conference call.
    See below for details.

                                             As at and               For the
                            for the three months ended      six months ended
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                        April 30 January 31   April 30   April 30   April 30
    (Unaudited)             2008       2008       2007       2008       2007
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    Operating results
     ($ millions)
    Net interest income    1,873      1,814      1,794      3,687      3,570
    Net interest
     income(TEB(1))        1,973      1,932      1,903      3,905      3,784
    Total revenue          3,172      2,839      3,102      6,011      6,211
    Total revenue(TEB(1))  3,272      2,957      3,211      6,229      6,425
    Provision for credit
     losses                  153        111         20        264         83
    Non-interest expenses  1,794      1,669      1,726      3,463      3,450
    Provision for income
     taxes                   209        193        286        402        563
    Provision for income
     taxes(TEB(1))           309        311        395        620        777
    Net income               980        835      1,039      1,815      2,059
    Net income available
     to common
     shareholders            958        814      1,028      1,772      2,040
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    Operating performance
    Basic earnings per
     share($)               0.97       0.83       1.04       1.80       2.06
    Diluted earnings per
     share($)               0.97       0.82       1.03       1.79       2.04
    Return on equity
     (%)(1)                 21.4       18.3       22.4       20.0       22.4
    Productivity ratio(%)
     (TEB(1))               54.8       56.5       53.8       55.6       53.7
    Net interest margin
     on total average
     assets (%) (TEB(1))    1.76       1.79       1.93       1.78       1.92
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    Balance sheet
     information
     ($ millions)
    Cash resources and
     securities          129,749    130,893    131,296
    Loans and
     acceptances         267,875    260,501    226,310
    Total assets         452,573    449,422    411,710
    Deposits             322,438    316,797    291,603
    Preferred shares       2,210      1,865      1,290
    Common shareholders'
     equity               18,213     18,128     18,705
    Assets under
     administration      202,266    195,155    208,426
    Assets under
     management           32,917     31,704     30,448
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    Capital measures(2)
    Tier 1 capital
     ratio (%)               9.6        9.0       10.1
    Total capital
     ratio (%)              11.7       10.2       11.4
    Tangible common
     equity to risk-
     weighted assets
     (1) (%)                 7.5        7.2        8.0
    Risk-weighted assets
     ($ millions)        218,878    234,876    213,078
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    Credit quality
    Net impaired
     loans(3)
     ($ millions)            845        689        579
    General allowance
     for credit losses
     ($ millions)          1,323      1,298      1,298
    Net impaired loans
     as a % of loans and
     acceptances(3)         0.32       0.26       0.26
    Specific provision
     for credit losses
     as a % of average
     loans and
     acceptances
     (annualized)           0.24       0.18       0.08       0.21       0.10
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    Common share
     information
    Share price ($)
      High                 50.00      54.00      54.73      54.00      54.73
      Low                  42.00      43.10      49.34      42.00      48.80
      Close                47.82      48.19      53.39
    Shares outstanding
     (millions)
      Average - Basic        986        985        992        985        992
      Average - Diluted      992        992      1,001        992      1,001
      End of period          987        985        990
    Dividends per
     share($)               0.47       0.47       0.42       0.94       0.84
    Dividend yield (%)       4.1        3.9        3.2        3.9        3.2
    Dividend payout
     ratio(4) (%)           48.4       56.9       40.6       52.3       40.9
    Market capitalization
     ($ millions)         47,194     47,487     52,840
    Book value per
     common share($)       18.45      18.40      18.90
    Market value to book
     value multiple          2.6        2.6        2.8
    Price to earnings
     multiple (trailing
     4 quarters)            12.7       12.5       13.7
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    Other information
    Employees(5)          62,143     62,002     55,926
    Branches and
     offices(5)            2,529      2,458      2,242
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    (1) Non-GAAP measure. Refer to below for a discussion of these measures.
    (2) Effective November 1, 2007, regulatory capital ratios are determined
        in accordance with Basel II rules. Comparative amounts for prior
        periods were determined in accordance with Basel I rules.
    (3) Net impaired loans are impaired loans less the specific allowance for
        credit losses.
    (4) Represents common dividends for the period as a percentage of the net
        income available to common shareholders for the period.
    (5) Certain amounts for prior periods have been restated to include final
        numbers for all new acquisitions.

    Strategies for success

The volatility in global financial markets carried forward into the second quarter. Our Bank met the challenges and results improved versus the first quarter - due to continued solid performances from most areas of our businesses. We remain confident that we will achieve most of our key financial and operational objectives, but it is unlikely that we will meet our earnings growth objective.

We have the right growth strategy, focused on diversification by business and by geography, and the right priorities to ensure our long-term success: sustainable revenue growth, effective capital management and leadership.

We continued to find new ways to generate and sustain revenue growth by helping our customers become better off financially. During the quarter, we introduced innovative new products and services, such as the Scotia Global Climate Change Fund - the first of its kind in Canada. We launched our "Bank the Rest" savings program, which helps customers increase their savings every time they use their ScotiaCard to make a point of sale purchase.

We continued to use our capital prudently keeping our balance sheet strong yet being able to support overall asset growth and strategic acquisitions - such as our purchase of certain assets from Grupo Altas Cumbres of Chile. These assets include Banco de Antigua in Guatemala, and the business assets of Banco de Ahorro y Credito Altas Cumbres in the Dominican Republic, and Banco del Trabajo in Peru which was announced subsequent to quarter end.

In terms of leadership, we have tremendous bench strength and continue to develop leaders by broadening their experience in different businesses and markets. We also enhanced our people development with the launch of an internal online resource site that provides Scotiabank's current and aspiring leaders with tools to support career development plans.

Although the start of the year has been challenging, we achieved a rebound in earnings this quarter. This overall performance, combined with improved funding costs, continued solid asset growth in all three of our business lines, and our effective risk and cost management, points to a stronger second half in 2008. As well, we continue to believe in the ability of our great team of people to effectively execute our strategies and priorities over the balance of the year.

    (signed)

    Rick Waugh
    President and Chief Executive Officer


    2008 Objectives -Our Balanced Scorecard
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    Financial

    -   Return on equity of 20-23%
    -   Diluted earnings per share growth of 7-12%
    -   Long-term shareholder value through increases in dividends and stock
        price appreciation

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    Operational

    -   Productivity ratio of <57%
    -   Sound ratings
    -   Strong practices in corporate governance and compliance processes
    -   Sound capital ratios

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    Customer

    -   High levels of customer satisfaction and loyalty
    -   Deeper relationships with existing customers
    -   New customer acquisition

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    People

    -   High levels of employee satisfaction and engagement
    -   Enhance diversity of workforce
    -   Commitment to corporate social responsibility and strong community
        involvement


    Domestic Banking

    -   We continued the strategic expansion of our distribution network,
        adding four new branches in high-growth markets this quarter, with
        plans to open approximately 10 over the balance of the year. As well,
        we expanded our sales capacity in key growth markets by hiring an
        additional 103 personal and small business sales officers in the
        first half of 2008.
    -   To meet customer needs and improve the customer experience, we
        continued to develop new products:
        -  ScotiaMcLeod Direct Investing introduced Scotia Active Service,
           designed for our most active online clients, which gives these
           customers lower flat-fee pricing options based on their quarterly
           trade volume.
        -  We introduced a ScotiaGold Passport for business VISA card that
           allows small business customers to earn valuable reward points
           that can be redeemed for an extensive array of rewards, and allows
           owners to keep their business and personal spending separate.
    -   We launched a new hockey website in March, scotia-hockey.com, to
        showcase our continued association with Canada's favorite sport. The
        launch was promoted with a national contest called Build Stanley,
        which challenged Canadians to create their own replica of the Stanley
        Cup. In just seven weeks, the contest reached over one hundred
        thousand hockey fans from coast to coast, primarily through word of
        mouth, adding to our national visibility and increasing brand
        awareness.

    International Banking

    -   We continue to invest in Peru, a key growth market. In May, we
        announced:
        -  an increase in our ownership of Scotiabank Peru to 98%,
           as we purchased Intesa Sanpaolo's 20% interest; and
        -  the purchase of Banco del Trabajo's operations in Peru, which
           increases our share of the important consumer finance market.
    -   We continue to expand our distribution footprint in key markets:
        -  we opened 14 branches during the quarter, and plan to open 90 to
           100 branches in 2008;
        -  we opened a Private Client Group (PCG) office in Barbados, in
           addition to our offices in the Bahamas, Cayman Islands and the
           Dominican Republic, to better serve our high net worth customers,
           and plan to open another seven PCG offices over the balance of the
           year.
    -   We are expanding our credit card offering to offer better value to
        customers, launching a new Aero Platinum Visa card with a proprietary
        competitive travel rewards program in Trinidad, a new Mastercard
        Black card for our private client customers in the Bahamas and Cayman
        Islands, as well as a new Global Card from our joint venture in
        Mexico aimed at the consumer finance segment.
    -   We began the consolidation of call centres in the English Caribbean
        to increase both efficiency and capacity.

    Scotia Capital

    -   Scotia Capital's Canadian operations won a number of awards from a
        premier strategic consulting and research firm, including #1
        rankings in foreign exchange, debt capital markets and corporate
        derivatives.
    -   Scotia Capital acted as co-financial advisor to the board of CHC
        Helicopter Corporation on the $3.7 billion sale of CHC to First
        Reserve Corporation, a leading private equity firm in the energy
        industry.
    -   Scotia Waterous is acting as co-financial advisor to Bois d'Arc
        Energy, Inc. on the US$1.8 billion acquisition of Bois d'Arc by Stone
        Energy Corporation.
        The combined company will become one of the largest Gulf of Mexico-
        focused operating companies.
    -   Scotia Capital was the joint bookrunner and co-manager for a
        US$455 million senior note issue by Videotron Ltd. As part of the
        transaction, we were appointed lead hedge arranger and lead hedge
        provider for the associated hedging program.

    Employee highlights

    -   Our commitment to being a global employer of choice was recognized by
        the Great Place to Work Institute, which named Scotiabank as one of
        the 2008 Best Places to Work in Central America and Caribbean. The
        annual recognition is based primarily on employees' feedback to a
        survey that measures the level of trust, pride and camaraderie within
        the workplace. Locations that participated in the survey include
        Puerto Rico, the Dominican Republic, El Salvador and Costa Rica.

    Community involvement

    -   Scotiabank has established the Scotiabank Mexico Corporate Social
        Responsibility Fund at the University of Alberta in Edmonton. Endowed
        awards will support and enhance the teaching and research experience
        of undergraduate and graduate students - both inbound from and
        outbound to Mexico - in the university's Faculty of Agricultural,
        Life & Environmental Sciences.
    -   Scotiabank announced a new partnership with Caribana. The agreement
        includes title sponsorship of the Caribana Festival, Toronto's annual
        celebration of Caribbean music, cuisine, revelry, and visual and
        performing arts, which attracted more than 1.2 million people last
        year and is a key tourist attraction for the city. This partnership
        will build on Scotiabank's extensive presence in the Caribbean, as
        well as our support for diversity and the communities we serve.

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    Forward-looking statements

Our public communications often include oral or written forward-looking statements. Statements of this type are included in this document, and may be included in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission, or in other communications. All such statements are made pursuant to the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may include comments with respect to the Bank's objectives, strategies to achieve those objectives, expected financial results (including those in the area of risk management), and the outlook for the Bank's businesses and for the Canadian, United States and global economies. Such statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intent," "estimate," "plan," "may increase," "may fluctuate," and similar expressions of future or conditional verbs, such as "will," "should," "would" and "could."

By their very nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will not prove to be accurate. Do not unduly rely on forward-looking statements, as a number of important factors, many of which are beyond our control, could cause actual results to differ materially from the estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to: the economic and financial conditions in Canada and globally; fluctuations in interest rates and currency values; liquidity; the effect of changes in monetary policy; legislative and regulatory developments in Canada and elsewhere, including changes in tax laws; operational and reputational risks; the accuracy and completeness of information the Bank receives on customers and counterparties; the timely development and introduction of new products and services in receptive markets; the Bank's ability to expand existing distribution channels and to develop and realize revenues from new distribution channels; the Bank's ability to complete and integrate acquisitions and its other growth strategies; changes in accounting policies and methods the Bank uses to report its financial condition and the results of its operations, including uncertainties associated with critical accounting assumptions and estimates; the effect of applying future accounting changes; global capital markets activity; the Bank's ability to attract and retain key executives; reliance on third parties to provide components of the Bank's business infrastructure; unexpected changes in consumer spending and saving habits; technological developments; fraud by internal or external parties, including the use of new technologies in unprecedented ways to defraud the Bank or its customers; consolidation in the Canadian financial services sector; competition, both from new entrants and established competitors; judicial and regulatory proceedings; acts of God, such as earthquakes and hurricanes; the possible impact of international conflicts and other developments, including terrorist acts and war on terrorism; the effects of disease or illness on local, national or international economies; disruptions to public infrastructure, including transportation, communication, power and water; and the Bank's anticipation of and success in managing the risks implied by the foregoing. A substantial amount of the Bank's business involves making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events affecting such borrowers, industries or countries could have a material adverse effect on the Bank's financial results, businesses, financial condition or liquidity. These and other factors may cause the Bank's actual performance to differ materially from that contemplated by forward-looking statements. For more information, see the discussion starting on page 56 of the Bank's 2007 Annual Report.

The preceding list of important factors is not exhaustive. When relying on forward-looking statements to make decisions with respect to the Bank and its securities, investors and others should carefully consider the preceding factors, other uncertainties and potential events. The Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf.

The "Outlook" section in this document is based on the Bank's views and the actual outcome is uncertain. Readers should consider the above-noted factors when reviewing this section.

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Additional information relating to the Bank, including the Bank's Annual Information Form, can be located on the SEDAR website at www.sedar.com and on the EDGAR section of the SEC's website at www.sec.gov.


    MANAGEMENT'S DISCUSSION & ANALYSIS

    Non-GAAP Measures

The Bank uses a number of financial measures to assess its performance. Some of these measures are not calculated in accordance with Generally Accepted Accounting Principles (GAAP), are not defined by GAAP and do not have standardized meanings that would ensure consistency and comparability between companies using these measures. These non-GAAP measures are used in our Management's Discussion and Analysis defined below:

Taxable equivalent basis

The Bank analyzes net interest income and total revenues on a taxable equivalent basis (TEB). This methodology grosses up tax-exempt income earned on certain securities reported in net interest income to an equivalent before tax basis. A corresponding increase is made to the provision for income taxes; hence, there is no impact on net income. Management believes that this basis for measurement provides a uniform comparability of net interest income arising from both taxable and non-taxable sources and facilitates a consistent basis of measurement. While other banks also use TEB, their methodology may not be comparable to the Bank's. The TEB gross-up to net interest income and to the provision for income taxes in the current period is $100 million versus $109 million in the same quarter last year and $118 million last quarter.

For purposes of segmented reporting, a segment's net interest income and provision for income taxes are grossed up by the taxable equivalent amount. The elimination of the TEB gross up is recorded in the "Other" segment.

Productivity ratio (TEB)

Management uses the productivity ratio as a measure of the Bank's efficiency. This ratio represents non-interest expenses as a percentage of total revenue on a taxable equivalent basis.

Net interest margin on total average assets (TEB)

This ratio represents net interest income on a taxable equivalent basis as a percentage of total average assets.

Return on equity

Return on equity is a profitability measure that presents the net income available to common shareholders as a percentage of the capital deployed to earn the income. The implementation of the new accounting standards for financial instruments in the first quarter of 2007 resulted in certain unrealized gains and losses being reflected in a new component of shareholders' equity. The Bank calculates its return on equity using average common shareholders' equity, including all components of shareholders' equity.

Economic equity and Return on economic equity

For internal reporting purposes, the Bank allocates capital to its business segments using a methodology that considers credit, market, operational and other risks inherent in each business segment. The amount allocated is commonly referred to as economic equity. Return on equity for the business segments is based on the economic equity allocated to the business segments. The difference between the economic equity amount required to support the business segments' operations and the Bank's total equity is reported in the "Other" segment.

Tangible common equity to risk-weighted assets

Tangible common equity to risk-weighted assets is an important financial measure for rating agencies and the investing community. Tangible common equity is total shareholders' equity plus non-controlling interest in subsidiaries, less preferred shares, unrealized gains/losses on available-for- sale securities and cash flow hedges, goodwill and other intangible assets (net of taxes). Tangible common equity is presented as a percentage of risk- weighted assets.

Regulatory capital ratios, such as Tier 1 and Total Capital ratios, have standardized meanings as defined by the Office of the Superintendent of Financial Institutions Canada (OSFI).

Group Financial Performance and Financial Condition May 27, 2008

Scotiabank's net income was $980 million in the second quarter, down $59 million or 6% from the same period a year ago, driven primarily by higher provisions for credit losses, weaker capital markets revenues, higher expenses incurred on revenue growth initiatives, and the negative impact of foreign currency translation. Partly offsetting these items was an increase in net interest and fee income from strong asset and customer account growth, contributions from acquisitions and the benefit of a lower effective tax rate.

Compared to the prior quarter, net income rose $145 million or 18%, due mainly to the writedowns on certain structured credit instruments recorded last quarter, increased net interest income and higher trading revenues. These were partially offset by higher provisions for credit losses and increased expenses, including higher performance-based compensation in line with growth in trading revenues.

Net income for the six months was $1,815 million, $244 million or 12% lower than the same period last year. Higher net interest income from continued asset growth, positive contributions from acquisitions and the impact of lower tax rates were more than offset by higher provisions for credit losses, lower trading revenues and writedowns on certain structured credit instruments recorded in the first quarter. As well, there was a negative impact from foreign currency translation this year compared to last.

Total revenue

This quarter, total revenue (on a taxable equivalent basis) was $3,272 million, up $61 million or 2% from the same quarter last year. The increase was attributable to strong growth in net interest income due to broad- based asset growth, along with higher securitization and mutual fund revenues, and the contributions of recent acquisitions. These were partly offset by weaker trading revenues, lower gains on non-trading securities, and the negative impact of foreign currency translation.

Compared with last quarter, total revenues were higher by $315 million or 11%, mainly due to higher net interest income from asset growth including the contributions from recent acquisitions and writedowns on certain structured credit instruments in the first quarter.

For the six months, total revenue of $6,229 million was $196 million or 3% lower than the same period last year, due mainly to a decline in trading revenues, reduced levels of gains on non-trading securities and writedowns on certain structured credit instruments in the first quarter.

Net interest income

This quarter's net interest income (on a taxable equivalent basis) was $1,973 million, up $70 million or 4% over the same quarter last year. The increase was driven in part by strong contributions from acquisitions and robust broad-based asset growth, partly offset by a compressed margin.

Net interest income grew $41 million or 2% from the first quarter. The increased contribution from higher lending volumes, acquisitions and lower losses on derivatives used for asset/liability management were partly offset by the impact of the shorter second quarter.

For the six months, net interest income rose to $3,905 million, up $121 million or 3% from the same period last year, driven both by organic asset growth and the contributions of recent acquisitions, partly offset by a lower margin.

The Bank's net interest margin, at 1.76% in the second quarter, was down from 1.93% in the same quarter of last year and from 1.79% in the first quarter. Compared to the prior year, the reduction in the margin was due mainly to lower interest recoveries, a decline in tax-exempt dividend income and the negative impact of fair value changes on derivatives used for asset/liability management. The quarter-over-quarter decrease was due primarily to lower tax-exempt dividend income and change in asset mix with the growth in lower yielding trading assets.

Other income

Other income was $1,299 million this quarter, down 1% or $9 million from $1,308 million in the same quarter last year. There were lower trading revenues, underwriting revenues, retail brokerage fees and gains on non- trading securities, all reflecting in part the challenged global financial markets. These reductions were partly offset by increased securitization, insurance and mutual fund revenues. In the second quarter, the loss on shares sold into the VISA initial public offering was mostly offset by additional VISA shares allocated to the Bank, resulting in an insignificant net amount recognized.

Quarter over quarter, other income was up $274 million or 27%, due primarily to writedowns on certain structured credit instruments recorded last quarter. As well, there were higher securitization and trading revenues, with record performance in precious metals trading.

For the six months, other income was $2,324 million, a decrease of $317 million or 12% from the same period last year, due primarily to writedowns on certain credit instruments recorded in the first quarter of this year, weaker trading revenues and lower underwriting revenues. Partly offsetting these items were higher credit fees, insurance revenues, securitization revenues and mutual fund fees.

Provision for credit losses

The provision for credit losses was $153 million this quarter, an increase of $133 million from the same period last year and a $42 million increase from last quarter. The higher level in the second quarter compared to a year ago was due to lower net recoveries in the Scotia Capital portfolio. There were higher provisions in retail and commercial portfolios in Domestic Banking and in the retail portfolios in International Banking. In addition, there was a reduction in the general allowance of $25 million last year. Further discussion on credit risk is provided below.

Non-interest expenses and productivity

Non-interest expenses were $1,794 million this quarter, $68 million or 4% higher than the same period last year. The increase was primarily driven by ongoing business and growth initiatives, including branch expansion in Canada, Mexico and the Caribbean, along with the impact of recent acquisitions. These increases were partly offset by lower performance-based compensation, due primarily to a decline in trading and commissionable revenues, a reduction in stock-based compensation from a lower share price and the positive effect of foreign currency translation.

Non-interest expenses were $125 million higher than the first quarter. Increases were across most categories, mainly in premises and technology and remuneration, as higher performance-based compensation from increased trading revenue more than offset lower stock-based compensation. As well, there were higher legal costs this quarter, and last quarter benefited from lower business taxes.

Year to date, non-interest expenses were slightly higher from the same period last year, as increases across most categories, including the impact of recent acquisitions, were mostly offset by the impact of foreign currency translation.

The productivity ratio, a measure of the Bank's efficiency, was 54.8%, compared to 53.8% in the same quarter last year and 56.5% last quarter. The Bank's operating leverage this quarter - the rate of growth in total revenue on a tax equivalent basis less the rate of growth in expenses - was negative 1.9% year over year. On a year-to-date basis, operating leverage was a negative 3.4%, partly as a result of the writedowns on certain credit instruments in the first quarter and lower trading revenues.

Taxes

The effective tax rate for this quarter was 17.0%, down from 21.1% in the same quarter last year and 18.2% in the first quarter. The decrease from a year ago was due primarily to a reduction in the statutory tax rate in Canada and a higher level of income in lower tax rate jurisdictions in which the Bank operates. Compared to the previous quarter, there were higher tax savings from the Bank's foreign operations, partially offset by lower tax-exempt dividend income.

The tax rate for the six months was 17.6% compared to 21.0% for the same period last year, due primarily to higher income in lower tax jurisdictions.

Risk management

The Bank's risk management policies and practices are unchanged from those outlined in pages 56 to 67 of the 2007 Annual Report.

Credit risk

Credit conditions remained relatively stable in most of the Bank's lending markets. The provision for credit losses was $153 million in the second quarter, compared to $20 million in the same period last year and $111 million in the previous quarter. Last year's provision was comprised of $45 million in specific provisions and a reduction of $25 million in the general allowance for credit losses.

Scotia Capital had net recoveries of $9 million in the second quarter, compared to net recoveries of $51 million in the second quarter of last year and net recoveries of $10 million in the previous quarter. The net recovery in the current quarter related primarily to recoveries and provision reversals in the Canadian and U.S. portfolios. There were no new provisions in this quarter.

The provision for credit losses of $102 million in the Domestic Banking portfolios was up from $66 million in the same quarter last year and $91 million in the previous quarter. Relative to the same period last year, retail provisions for credit losses increased in line with portfolio growth, as well as the impact of the acquisition of Scotia Dealer Advantage (formerly Travelers Leasing). The second quarter of 2007 also benefited from recoveries and reversals of commercial provisions no longer required. Compared to the prior quarter, retail provisions were up modestly due mainly to volume growth in Scotia Dealer Advantage. Commercial provisions increased slightly over the prior quarter, related primarily to two accounts and increases in small business banking.

International Banking's provision for credit losses was $60 million in the second quarter, compared to $30 million in both the same period last year and the prior quarter. The increase from the same quarter last year was due to a combination of factors, including growth in retail assets, an increased delinquency rate in Mexico and lower retail and commercial reversals of provisions no longer required. On a quarter-over-quarter basis, retail provisions increased modestly, while the prior quarter benefited from larger recoveries and reversals of commercial provisions no longer required.

Total net impaired loans, after deducting the allowance for specific credit losses, were $845 million as at April 30, 2008, an increase of $156 million from last quarter. The general allowance for credit losses was $1,323 million as at April 30, 2008, up $25 million due to the acquisition of Banco del Desarrollo in Chile.

Market risk

Value at Risk (VaR) is a key measure of market risk in the Bank's trading activities. In the second quarter, the average one-day VaR was $14.6 million compared to $11.3 million for the same quarter last year. This was due primarily to higher interest rate risk exposures, as well as greater variability in interest rates. Compared to the first quarter, the average one- day VaR declined from $16.6 million to $14.6 million. Reduced interest rate and equity risk were partially offset by an increase in commodity risk.

                                          Average for the three months ended
    -------------------------------------------------------------------------
    Risk factor                               April 30 January 31   April 30
    ($ millions)                                  2008       2008       2007
    -------------------------------------------------------------------------
    Interest rate                             $   12.8   $   13.8   $    7.2
    Equities                                       3.0        4.5        5.2
    Foreign exchange                               1.3        0.9        1.2
    Commodities                                    3.6        2.7        1.5
    Diversification                               (6.1)      (5.3)      (3.8)
    -------------------------------------------------------------------------
    All-Bank VaR                              $   14.6   $   16.6   $   11.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

There were 21 trading loss days in the second quarter, compared to 13 days in the previous quarter. The increase in the number of loss days was a reflection of higher credit spread and interest rate volatility during the quarter. The losses were within the range predicted by VaR.

Liquidity risk

The Bank maintains large holdings of liquid assets to support its operations. These assets generally can be sold or pledged to meet the Bank's obligations. As at April 30, 2008, liquid assets were $112 billion or 25% of total assets compared to $114 billion or 25% of total assets at January 31, 2008. These assets consist of securities, 70%, and other liquid assets including cash and deposits with banks, 30% (January 31, 2008 - 67% and 33%, respectively).

In the course of the Bank's day-to-day activities, securities and other assets are pledged to secure an obligation, participate in clearing or settlement systems, or operate in a foreign jurisdiction. Securities may also be sold under repurchase agreements. As at April 30, 2008, total assets pledged or sold under repurchase agreements were $69 billion, compared to $73 billion at January 31, 2008. The quarter-over-quarter decrease was attributable to lower levels of securities sold under repurchase agreements, partially offset by an increase in assets pledged in respect of securities lending transactions.

Related party transactions

There were no changes to the Bank's procedures and policies for related party transactions from those outlined on pages 72 and 122 of the 2007 Annual Report. All transactions with related parties continued to be at market terms and conditions.

Balance sheet

The Bank's total assets as at April 30, 2008 were $453 billion, up $41 billion or 10% from October 31, 2007, including a $13 billion impact from foreign currency translation. Growth was widespread across most asset categories, including retail, commercial and corporate lending. Compared to the prior quarter, assets grew by $3 billion.

The Bank's loan portfolio grew $29 billion or 13% from October 31, 2007, primarily in non-retail lending, including $6 billion from foreign currency translation. On the retail lending side, domestic residential mortgage growth was $5 billion, before securitization of $2 billion. The International acquisition of Banco del Desarrollo in Chile contributed $1 billion to the increase in mortgages. Personal loans were up $4 billion, with all regions experiencing positive growth.

Business and government loans increased $19 billion from October 31, 2007, or $15 billion excluding the impact of foreign currency translation. Loans in Scotia Capital were up $7 billion, on the corporate lending side, as well as to support trading operations. In International Banking, business and government loans increased $10 billion. The acquisition of Banco del Desarrollo contributed $3 billion, and Asia and the Caribbean grew $4 billion and $1 billion, respectively.

Securities increased by $8 billion from October 31, 2007. Available-for- sale securities increased $6 billion, primarily in government and corporate securities. Trading securities increased $2 billion. As at April 30, 2008, the unrealized gains on available-for-sale securities were $555 million (after related derivative and hedge amounts), down $300 million from last quarter, due mainly to realized gains and a reduction in the value of certain debt securities as credit spreads widened.

Total liabilities were $432 billion as at April 30, 2008, an increase of $39 billion or 10% from October 31, 2007, including a $14 billion impact from foreign currency translation.

Total deposits were up $34 billion from October 31, 2007, or 12%, including a $9 billion impact due to foreign currency translation. Personal deposits increased $9 billion, including $2 billion growth in domestic personal GICs. Non-retail deposits, including bank, business and government deposits, were up $25 billion, including the impact of foreign currency translation of $8 billion. This increase was primarily to fund the Bank's strong asset growth.

Total shareholders' equity rose $2 billion from October 31, 2007. The increase was due primarily to internal capital generation of $846 million, the issuance of $575 million non-cumulative preferred shares in the first six months, and a $127 million increase in accumulated other comprehensive income, due mainly to unrealized foreign exchange translation gains relating to the Bank's foreign operations.

    Capital management

    Implementation of the revised Basel framework

The revised Basel Capital framework (Basel II) became effective for Canadian banks on November 1, 2007. Basel II is designed to more closely align regulatory capital requirements with the individual risk profile of banks by introducing substantive changes to capital requirements for credit risk and an explicit new capital charge for operational risk.

Under Basel II, there are two main methods for computing credit risk: the standardized approach, which uses prescribed risk weights; and internal ratings-based approaches, which allow the use of a bank's internal models to calculate some, or all, of the key inputs into the regulatory capital calculation. Users of the Advanced Internal Ratings Based Approach (AIRB) are required to have sophisticated risk management systems for the calculation of credit risk regulatory capital and application of this approach could result in less regulatory capital than the use of the alternative approaches. Once banks demonstrate full compliance with the AIRB requirements, and OSFI has approved its use, they may proceed to apply the AIRB approach in computing capital requirements. However, in order to limit sudden declines in the capital levels for the industry in aggregate, transitional capital floors were introduced for the first two years after full implementation of AIRB. A minimum capital floor of 90% of the Basel I calculation will apply in the first year of full approval, and 80% in the second year. In the second quarter, the Bank received regulatory approval to move to the 90% floor.

The Bank received approval, with conditions, from OSFI to use AIRB for material Canadian, U.S. and European portfolios effective November 1, 2007. The remaining significant credit portfolios are targeted for implementation of AIRB in November 2010. In the interim period, the Bank will use the standardized approach for these portfolios. As well, the Bank is using the standardized approach to calculate the operational risk capital requirements. The capital requirements for Market Risk are substantially unchanged for the Bank.

Capital ratios

The Bank continues to maintain a strong capital position. The Tier 1 and the Total capital ratios as at April 30, 2008 under Basel II were 9.6% and 11.7%, respectively, compared to 9.0% and 10.2% at January 31, 2008.

The increase in the ratios from January 31, 2008, reflects the issuance this quarter of $345 million of non-cumulative preferred shares and $1.8 billion in subordinated debentures, as well as the impact of the Bank moving to the 90% capital floor this quarter. Partly offsetting this were slightly higher underlying risk-weighted assets, in line with organic growth in assets and the goodwill recorded in the second quarter on the Bank's acquisition of Banco del Desarrollo earlier this fiscal year.

The tangible common equity (TCE) ratio was 7.5% as at April 30, 2008, compared to 7.2% at January 31, 2008.

Financial instruments

Given the nature of the Bank's main business activities, financial instruments make up a substantial portion of the balance sheet and are integral to the Bank's business. There are various measures that reflect the level of risk associated with the Bank's portfolio of financial instruments. Further discussion of some of these risk measures is included in the Risk Management section above.

The methods of determining the fair value of financial instruments are detailed on pages 69 to 70 of the 2007 Annual Report. Management's judgment on valuation inputs is necessary when observable market data is not available, and management applies judgment in the selection of valuation models. Uncertainty in these estimates and judgments can affect fair value and financial results recorded.

During this quarter, changes in the fair value of financial instruments generally arose from existing economic, industry and market conditions.

Total derivative notional amounts were $1,473 billion at April 30, 2008, compared to $1,287 billion at October 31, 2007, with the change occurring across most derivative categories. The percentage of those derivatives held for trading and those held for non-trading or asset liability management was generally unchanged. The credit equivalent amount, after taking into account master netting arrangements and eligible financial collateral, was $25 billion, compared to $21 billion last year end.

Off-balance sheet arrangements

In the normal course of business, the Bank enters into contractual arrangements that are not required to be consolidated in its financial statements. These arrangements are primarily in three categories: Variable Interest Entities (VIEs), securitizations, and guarantees and other commitments. No material contractual obligations were entered into this quarter by the Bank that are not in the ordinary course of business. Processes for review and approval of these contractual arrangements are unchanged from last year.

Multi-seller conduits sponsored by the Bank

The Bank sponsors three multi-seller conduits, two of which are Canadian- based and one in the U.S. The Bank's primary exposure to these conduits is the liquidity support provided, with total liquidity facilities of $18.2 billion as at April 30, 2008. At quarter-end, the Bank held approximately 2% of the total commercial paper issued by these conduits. The following table presents a summary of the classes of assets held by the Bank's two Canadian multi- seller conduits as of April 30, 2008:

    Canada
                                                Funded   Unfunded      Total
    As at April 30, 2008                        assets     commit-  exposure
    ($ millions)                                            ments         (1)
    -------------------------------------------------------------------------
    Asset classes(2):
    Auto loans/leases                         $  3,629   $    329   $  3,958
    Trade receivables                              207         89        296
    Residential mortgages                          102          2        104
    Other                                        1,411        259      1,670
    -------------------------------------------------------------------------
    Total                                     $  5,349   $    679   $  6,028
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Exposure to the Bank is through global-style liquidity facilities and
        letters of guarantee.
    (2) These assets are substantially sourced from Canada.

Substantially all of the conduits' assets have been structured to receive credit enhancements from the sellers, including overcollateralization protection or cash reserve accounts. Approximately 18% of the funded assets are externally rated AA- or higher, and the balance of the funded assets have an equivalent rating of AA- or higher based on the Bank's internal rating program. There are no non-investment grade rated assets held in these conduits. The weighted average life of the funded assets is approximately 1.1 years. There is no exposure to U.S. subprime mortgage risk in these conduits.

The following table presents a summary of the classes of assets held by the Bank's U.S. multi-seller conduit as of April 30, 2008:

    United States
                                                Funded   Unfunded      Total
    As at April 30, 2008                        assets     commit-  exposure
    ($ millions)                                            ments         (1)
    -------------------------------------------------------------------------
    Asset classes(2):
    Credit card/consumer receivables          $  1,012   $    675   $  1,687
    Auto loans/leases                            2,836      1,108      3,944
    Trade receivables                            1,552      1,585      3,137
    Loans to closed-end mutual funds               634        835      1,469
    CDOs/CLOs(3)                                   332          -        332
    Other                                        1,122        522      1,644
    -------------------------------------------------------------------------
    Total                                     $  7,488   $  4,725   $ 12,213
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Exposure to the Bank is through program-wide credit enhancement
        and global-style liquidity facilities.
    (2) These assets are sourced from the U.S.
    (3) These assets are externally rated AAA.

A significant portion of the conduit's assets have been structured to receive credit enhancements from the sellers, including overcollateralization protection or cash reserve accounts. Approximately 22% of the funded assets are externally rated A or higher, and 65% of the funded assets have an equivalent rating of A or higher based on the Bank's internal rating program. There are no non-investment grade rated assets held in this conduit. The weighted average life of the funded assets is approximately 1.1 years. Exposure to U.S. subprime mortgage risk is nominal.

Liquidity facilities provided to non-Bank sponsored conduits

For conduits not administered by the Bank, liquidity facilities totaled $1.4 billion as at April 30, 2008, of which $1.3 billion were for U.S. third- party conduits and $30 million were for Canadian third-party conduits. This was down from $1.7 billion last quarter. The assets of these non-Bank sponsored conduits, which are not administered by the Bank, are substantially rated at or above A. The majority of the liquidity facilities have an original committed term of 364 days, renewable at the option of the Bank. The weighted average life of the underlying assets of these conduits is approximately two years. Exposure to U.S. subprime mortgage risk is nominal.

Funding vehicles

The Bank uses special purpose entities (SPEs) to facilitate cost- efficient financing of its own operations. The Bank has two such SPEs: Scotiabank Capital Trust and Scotiabank Subordinated Notes Trust that are VIEs and are not consolidated on the Bank's balance sheet, as the Bank is not the primary beneficiary. The Scotiabank Trust Securities and Scotiabank Trust Subordinated Notes issued by the Trusts are not reported on the Consolidated Balance Sheet. The deposit notes issued by the Bank to Scotiabank Capital Trust and Scotiabank Subordinated Notes Trust are reported in Deposits and qualify as regulatory capital. Total deposits recorded by the Bank as at April 30, 2008, were $3.3 billion. The Bank recorded interest expense of $49 million on these deposits for the three months ended April 30, 2008. Further details are available in Note 13 of the October 31, 2007 consolidated financial statements presented in the 2007 Annual Report.

Other off-balance sheet arrangements

The Bank may securitize residential mortgages as a means to diversify its funding sources, as this represents a cost-effective means to fund the growth in this portfolio. A further $1.1 billion in residential mortgages were securitized this quarter, bringing the balance of outstanding mortgages securitized to $11.6 billion as at April 30, 2008, compared to $11.2 billion as at January 31, 2008.

Guarantees and other indirect commitments increased 10% from October 31, 2007. Fees from guarantees and loan commitment arrangements recorded in other income were $57 million for the three-month period ended April 30, 2008, compared to $53 million for the same period a year ago.

    Selected credit instruments

    Mortgage-backed securities

Non-trading portfolio

Total mortgage-backed securities held as available-for-sale securities represented approximately 1% of the Bank's total assets as at April 30, 2008. The holdings as at April 30, 2008, were as follows:

    As at April 30, 2008                                            Carrying
    ($ millions)                                                       value
    -------------------------------------------------------------------------
    Canadian NHA mortgage-backed securities(1)                      $  5,478
    Commercial mortgage-backed securities                                116
    Other residential mortgage-backed securities                          12
    -------------------------------------------------------------------------
    Total                                                           $  5,606
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Canada Mortgage and Housing Corporation provides a guarantee of
        timely payment to NHA mortgage-backed security investors.

    Exposure to U.S. subprime mortgage risk is nominal.

Trading portfolio

Total mortgage-backed securities held as trading securities represent less than 0.1% of the Bank's total assets as at April 30, 2008. The holdings as at April 30, 2008, were as follows:

    As at April 30, 2008                                            Carrying
    ($ millions)                                                       value
    -------------------------------------------------------------------------
    Canadian NHA mortgage-backed securities(1)                      $    389
    Commercial mortgage-backed securities                                 44
    -------------------------------------------------------------------------
    Total                                                           $    433
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Canada Mortgage and Housing Corporation provides a guarantee of
        timely payment to NHA mortgage-backed security investors.

Montreal Accord Asset-Backed Commercial Paper (ABCP)

The Bank holds $144 million of Montreal Accord ABCP as available-for-sale securities. This carrying value represents approximately 62% of par value. The Bank values these securities based on current credit spreads for similar structured asset type exposure and considers the nature of the underlying assets. These securities are currently subject to a restructuring which, if successful, will result in converting these holdings into longer-dated securities. There were no net writedowns relating to ABCP recorded this quarter.

Collateralized debt obligations and collateralized loan obligations

Non-trading portfolio

The Bank has collateralized debt obligation (CDO) and collateralized loan obligation (CLO) investments in its non-trading portfolio which are classified as available-for-sale securities. CDOs and CLOs generally achieve their structured credit exposure either synthetically through the use of structured credit derivatives, or by investing and holding corporate loans or bonds. These investments are carried at fair value on the Bank's Consolidated Balance Sheet. Changes in the fair value of cash-based CDOs/CLOs are reflected in Other Comprehensive Income, unless there has been an other than temporary decline in fair value which is recorded in net income. Changes in fair value of synthetic CDOs/CLOs are reflected in net income. Substantially all of the reference assets of the Bank's CDO and CLO investments are corporate exposures with no U.S. subprime mortgage exposure. Substantially all of these investments are investment grade, with a weighted average rating of AA. Over 70% of these investment holdings are senior tranches with subordination of 9% or more. Only 8% of the investments are in equity tranches.

As at April 30, 2008, the fair value of the Bank's investments in CDOs was $435 million. During the second quarter, the Bank recorded a pre-tax loss of $51 million in net income and a pre-tax loss of $26 million in Other Comprehensive Income, respectively, reflecting changes in the fair value of the CDOs.

As at April 30, 2008, the fair value of the Bank's investments in CLOs was $789 million. This portfolio is well diversified, as the average individual CLO holding was $8 million. The reduction in fair value of the CLOs recorded in Other Comprehensive Income during the second quarter was $79 million pre-tax.

The cumulative unrealized loss recorded in Accumulated Other Comprehensive Income for cash-based CDOs and CLOs was $158 million as at April 30, 2008. Since these investments have not experienced a decline in credit quality, and the Bank has the ability and intent to hold these securities until there is a recovery of fair value, these unrealized losses are considered temporary in nature.

A significant portion of the above movements in fair value relating to CDOs and CLOs reflects changes in asset prices arising from liquidity challenges and do not reflect a change in underlying credit quality.

Trading portfolio

The Bank also holds synthetic CDOs in its trading portfolio as a result of structuring and managing transactions with clients and other financial institutions. Total CDOs purchased and sold in the trading portfolio as at April 30, 2008, were as follows:

    Outstanding as at April 30, 2008                                Positive/
                                                         Notional  (negative)
    ($ millions)                                           amount fair value
    -------------------------------------------------------------------------
    CDOs - sold protection                               $  5,887   $   (911)
    CDOs - purchased protection                          $  5,136   $    710
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

To hedge the net exposure, the Bank purchases from or sells CDOs to other financial institutions, along with purchasing and/or selling index tranches or single name credit default swaps (CDSs). Over 90% of these CDO exposures are investment grade equivalent. Approximately 85% of the Bank's credit exposure to CDO swap counter-parties are to entities which are externally or internally rated the equivalent of A- or better, while the balance is fully cash collateralized. These CDOs have no U.S. subprime exposures.

Structured Investment Vehicles

As at April 30, 2008, the fair value of the Bank's investments in Structured Investment Vehicles (SIVs) was $20 million. The Bank does not sponsor, manage or provide liquidity support to SIVs.

Exposure to monoline insurers

The Bank has insignificant direct exposure to monoline insurers. The Bank has indirect exposures of $3.2 billion in the form of monoline guarantees which provide enhancement to public finance and other transactions, where the Bank has provided credit facilities to either the issuers of securities or facilities which hold such securities.

The securities related to these facilities are primarily rated investment grade without the guarantee, and represent risk the Bank would take without the availability of the guarantee. In the second quarter, the Bank replaced the credit default protection previously provided by an insurance monoline with protection from another swap counterparty which resulted in a modest gain being recorded in Other Income-Trading Revenues.

Leveraged loans

The Bank's exposure to highly leveraged loans awaiting to be syndicated as at April 30, 2008 was nominal.

Common dividend

The Board of Directors, at its meeting on May 27, 2008, approved an increase in the dividend of 2 cents per common share, for a quarterly dividend of 49 cents per common share. The quarterly dividend applies to shareholders of record as of July 2, 2008, and is payable July 29, 2008. The Bank continues its track record of providing its shareholders with continued dividend growth.

Outlook

U.S. economic activity has weakened significantly. Even with the aggressive easing of monetary policy since last summer and substantial fiscal stimulus, the U.S. performance will likely be very subdued over the balance of 2008. Growth trends have begun to soften in Europe and Japan. The pace of activity also is likely to moderate in China, India, Russia and a number of Latin American countries, although these nations will continue to lead global growth.

Canadian economic activity has been tempered by the weakening trend in manufacturing exports, although robust demand and high prices for a broad range of commodities have provided an important offset. Even with this support and relatively sound domestic fundamentals, Canadian growth is likely to moderate over the balance of the year.

Despite difficult markets, the Bank is on track to achieve three of its four key financial and operational targets: ROE, productivity and maintaining strong capital ratios. This is a reflection of the relative strength of the Bank's businesses and strategies. However, the challenging global financial markets continue to impact earnings and, as a result, it is unlikely that the Bank will meet its earnings per share growth objective set at the end of last year. At the same time, the rebound in earnings this quarter, the continued solid asset growth in all three business lines and improved funding costs, all point to a stronger second half in 2008.

    Business Segment Review

    Domestic Banking
                                                                     For the
                            For the three months ended      six months ended
    -------------------------------------------------------------------------
    (Unaudited)
    ($ millions)
    (Taxable
     equivalent         April 30 January 31   April 30   April 30   April 30
     basis)(1)              2008       2008       2007       2008       2007
    -------------------------------------------------------------------------
    Business segment
     income
    Net interest
     income             $  1,051   $    991   $    942   $  2,042   $  1,895
    Provision for
     credit losses           102         91         66        193        140
    Other income             537        519        530      1,056      1,048
    Non-interest
     expenses                890        889        870      1,779      1,740
    Provision for
     income taxes            174        157        169        331        333
    -------------------------------------------------------------------------
    Net income          $    422   $    373   $    367   $    795   $    730
    Preferred dividends
     paid                      6          6          3         12          5
    -------------------------------------------------------------------------
    Net income available
     to common
     shareholders       $    416   $    367   $    364   $    783   $    725
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Return on equity(1)    35.3%      30.6%      32.0%      32.9%      31.6%
    Average assets
     ($ billions)       $    172   $    168   $    149   $    170   $    148
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Refer above for discussion of non-GAAP measures.

Domestic Banking reported net income available to common shareholders of $416 million this quarter, up a substantial $52 million or 14% from the second quarter last year. Compared to the previous quarter, net income available to common shareholders increased $49 million or 13%. The segment contributed 43% of the Bank's total quarterly net income available to common shareholders. Return on equity was 35.3% versus 32.0% in the same period last year.

Average assets before securitization rose $23 billion or 15% from the second quarter last year, due largely to growth of $15 billion or 16% in residential mortgages. Strong mortgage growth was recorded in all sales channels, and resulted in increased market share. Personal revolving credit and business lending volumes also increased. Personal deposit growth of $8 billion or 11% led to industry-leading year-over-year market share gains. Growth was recorded in term deposits as well as chequing and savings. The latter increase was due mainly to the acquisition of Dundee Bank. Non-personal deposits rose 7% from growth in both non-personal term and current accounts. Compared to last quarter, average assets before securitization rose $4 billion or 3% led by growth in retail mortgages and commercial lending. Deposits increased 2% from growth in savings and term deposits.

Total revenue was up $116 million or 8% from the same period last year, due mainly to higher net interest income driven by strong volume growth. Quarter over quarter, total revenues rose by $78 million or 5% with increases in both net interest income and other income.

Net interest income of $1,051 million was up $109 million or 12% from the same quarter last year, due to strong volume growth in both assets and deposits. Average volume growth was reported for most products in retail, small business and commercial banking. The impact of this growth was partially offset by a decrease in the interest margin resulting from increased wholesale funding requirements and the impact of a higher percentage of relatively lower risk, lower yielding mortgages. Compared to last quarter, net interest income rose by 6% due mainly to a decline in short-term interest rates and an increase in the spread between prime and funding costs resulting in an increase in the margin of 14 basis points.

Other income was $537 million this quarter, in line with the same quarter last year. Higher foreign exchange commissions, transactional service revenues and card revenues were partially offset by a decline in wealth management revenues. The latter arose mainly as a result of lower brokerage revenues due to a decline in new issues and customer trading activity. This was partially offset by higher private client revenues and an increase in mutual funds reflecting market share gains. Compared to last quarter, other income rose by 3%, due mainly to net securities write downs recorded in the first quarter.

Credit losses of $102 million in the Domestic Banking portfolios were up from both the $66 million in the same quarter last year and $91 million last quarter. Compared to last year, retail provisions increased in line with portfolio growth and the impact of acquiring Scotia Dealer Advantage (formerly Travelers Leasing). Commercial provisions were higher as the second quarter of 2007 benefited from recoveries and reversals of commercial provisions no longer required. Retail provisions were up moderately quarter over quarter due mainly to volume growth in Scotia Dealer Advantage. Commercial provisions increased slightly over last quarter, relating primarily to two accounts and an increase in Small Business Banking.

Non-interest expenses increased by 2% from the second quarter last year due in part to growth initiatives, normal salary increases, and the impact of acquisitions. Partly offsetting these expenses were lower stock-based and performance-based compensation. Non-interest expenses were flat quarter over quarter, as increases in spending for growth initiatives and seasonally higher expenses were offset by the impact of lower stock-based compensation and a decline in salaries as a result of the shorter quarter.

    International Banking
                                                                     For the
                            For the three months ended      six months ended
    -------------------------------------------------------------------------
    (Unaudited)
    ($ millions)
    (Taxable
     equivalent         April 30 January 31   April 30   April 30   April 30
     basis)(1)              2008       2008       2007       2008       2007
    -------------------------------------------------------------------------
    Business segment
     income
    Net interest income $    797   $    731   $    679   $  1,528   $  1,349
    Provision for credit
     losses                   60         30         30         90         49
    Other income             356        309        300        665        597
    Non-interest
     expenses                615        568        577      1,183      1,139
    Provision for income
     taxes                   107        122         44        229         87
    Non-controlling
     interest in net
     income of
     subsidiaries             36         31         31         67         56
    -------------------------------------------------------------------------
    Net income          $    335   $    289   $    297   $    624   $    615
    Preferred dividends
     paid                      9          7          4         16          6
    -------------------------------------------------------------------------
    Net income available
     to common
     shareholders       $    326   $    282   $    293   $    608   $    609
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Return on equity(1)    17.6%      19.6%      18.7%      18.5%      20.4%
    Average assets
     ($ billions)       $     79   $     70   $     69   $     74   $     67
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Refer above for discussion of non-GAAP measures.

International Banking's net income available to common shareholders in the second quarter was $326 million, an increase of $33 million or 11% from last year, notwithstanding the $42 million negative impact of foreign currency translation, and $44 million or 16% above last quarter. These increases reflected strong volume growth throughout the division, the positive impact of acquisitions and increased margins, partly offset by higher provisions for retail loan losses in Mexico.

The segment accounted for 34% of the Bank's net income available to common shareholders and had a return on equity of 17.6%.

Average asset volumes of $79 billion increased $10 billion or 14% from last year, despite the 12% negative impact of foreign currency translation. The underlying increase was a result of the acquisition in Chile, a 23% rise in commercial loans, primarily in Asia, and robust growth in credit cards and mortgages, up 33% and 24%, respectively. Organic growth in low-cost deposits was also strong at 9%. Compared to last quarter, average assets increased $9 billion or 13%, with 60% due to organic growth and 40% from acquisitions.

Total revenues were $1,153 million this quarter, an increase of $174 million or 18% from the same period last year, including a $112 million negative impact of foreign currency translation. Compared to last quarter, revenues increased $113 million or 11%.

Net interest income was $797 million this quarter, up $118 million or 17% from the same period last year, notwithstanding the negative foreign currency translation impact of $79 million. Compared to last quarter, net interest income increased $66 million or 9%. These increases were driven by very strong organic loan and deposit growth across the division, as well as the impact of acquisitions. Net interest margins were up slightly from last year, but were below last quarter, due to net losses from derivatives used for asset/liability management.

Other income increased $56 million or 19% year over year to $356 million, despite the $33 million negative impact of foreign currency translation. This growth resulted from acquisitions, higher gains on non-trading securities and foreign exchange revenues in Latin America, as well as widespread transaction- driven growth. Compared to last quarter, other income increased $47 million, due to the positive impact of the change in fair value of certain non-trading securities versus a negative impact last quarter, growth from acquisitions, higher foreign exchange revenues and the positive impact of foreign currency translation.

The provision for credit losses was $60 million in the second quarter, compared to $30 million in both the same period last year and the prior quarter. The increase from the same quarter last year was due to a combination of factors, including growth in retail assets, an increased delinquency rate in Mexico and lower retail and commercial reversals of provisions no longer required. On a quarter-over-quarter basis, the increase was due primarily to the prior period benefitting from larger recoveries and reversals of commercial provisions no longer required. Retail provisions increased modestly over the prior quarter.

Non-interest expenses were $615 million this quarter, up 7% or $38 million from last year. This included a $50 million favourable impact of foreign currency translation offset by a $32 million increase from acquisitions. The remaining increase was due to ongoing business growth initiatives and new branch openings, including higher compensation and performance-based expenses in Mexico and Peru. Compared to last quarter, expenses increased $47 million or 8%, due primarily to an unfavourable impact of foreign exchange translation of $18 million and a $10 million increase from acquisitions. The remaining 3% growth was due to higher expense recoveries in Latin America in the last quarter, as well as increased advertising and premises expenses.

The effective tax rate this quarter was 22.0%, compared to 11.9% in the same period last year and 27.6% from last quarter. The increase from last year was due to a higher effective tax rate in Mexico, as tax loss carryforwards have been fully utilized. The decrease from last quarter was due primarily to a higher effective rate in Mexico in the prior quarter, combined with higher earnings in low-tax jurisdictions, mainly in Asia.

    Scotia Capital
                                                                     For the
                            For the three months ended      six months ended
    -------------------------------------------------------------------------
    (Unaudited)
    ($ millions)
    (Taxable
     equivalent         April 30 January 31   April 30   April 30   April 30
     basis)(1)              2008       2008       2007       2008       2007
    -------------------------------------------------------------------------
    Business segment
     income
    Net interest income $    246   $    274   $    296   $    520   $    565
    Provision for
     credit losses            (9)       (10)       (51)       (19)       (81)
    Other income             292        131        360        423        721
    Non-interest
     expenses                243        191        262        434        521
    Provision for income
     taxes                    49         33        125         82        230
    -------------------------------------------------------------------------
    Net income          $    255   $    191   $    320   $    446   $    616
    Preferred dividends
     paid                      4          4          2          8          4
    -------------------------------------------------------------------------
    Net income available
     to common
     shareholders       $    251   $    187   $    318   $    438   $    612
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Return on equity(1)    29.6%      22.6%      33.4%      26.2%      32.0%
    Average assets
     ($ billions)       $    167   $    157    $   153   $    162   $    152
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Refer above for discussion of non-GAAP measures.

Scotia Capital contributed net income available to common shareholders of $251 million this quarter, a decrease of $67 million or 21% from the same period last year, but up $64 million or 34% from last quarter. The decrease compared to the prior year reflects high interest and loan loss recoveries realized last year. The increase over last quarter was due to stronger trading revenues, particularly in derivatives, and precious metals which had a record quarter. Return on equity, while strong at 29.6%, was below the same period last year, which was buoyed by interest and loan loss recoveries. Return on equity this quarter was significantly higher than last quarter's performance. Scotia Capital contributed 26% of the Bank's net income available to common shareholders.

Total average assets increased 9% over last year to $167 billion. There was an increase of $3 billion in trading securities and loans to support both client-driven activities and trading opportunities. In addition, there was a $7 billion or 25% increase in average corporate loans and acceptances across all businesses, primarily from growth in investment grade loans. The increase of $10 billion or 6% from the last quarter reflects growth in both trading and corporate lending assets.

Total revenues of $538 million decreased $118 million or 18%, compared to the second quarter last year. This was from a substantial decline in U.S. Corporate Banking revenues due to interest recoveries on impaired loans realized last year, and a loss on non-trading securities recognized in the current quarter. There was also a modest reduction in Global Capital Markets revenues. The $133 million or 33% improvement from last quarter was due to significantly higher trading revenues in Global Capital Markets, which faced challenging market conditions in the previous quarter.

Net interest income of $246 million decreased 17% from the same period last year, due primarily to the high level of interest recoveries on impaired loans realized last year. This was partially offset by strong corporate loan growth in all regions and an improvement in lending margins in Canada and the U.S. The decrease from the previous quarter was due primarily to lower interest from trading operations, partially offset by corporate loan growth and higher lending margins.

This quarter, net recoveries were $9 million compared to net recoveries of $51 million in the same period last year and net recoveries of $10 million last quarter. The net recoveries in the current quarter relate primarily to recoveries and provision reversals in the Canadian and U.S. portfolios, compared to net recoveries in the U.S. last year and Canada and Europe in the previous quarter. There were no new provisions this quarter.

Other income was $292 million, a decrease of $68 million or 19% from the same period last year. Global Corporate and Investment Banking declined $62 million due primarily to the loss on non-trading securities which resulted from acquiring a CDO asset under a liquidity asset purchase agreement in the United States, and lower investment banking revenues. Global Capital Markets decreased 3% as trading revenues in derivatives declined, substantially offset by strong trading revenue growth in foreign exchange and precious metals. Compared to last quarter, other income increased $161 million due primarily to stronger trading revenues in Global Capital Markets.

Non-interest expenses were $243 million this quarter, a $19 million or 7% decrease from the same period last year, due primarily to lower performance- based compensation and support costs, offset by higher severance and computer costs. Compared to last quarter, higher performance-based compensation, severance costs and computer costs were partially offset by lower professional fees and support costs.

    Other(1)
                                                                     For the
                            For the three months ended      six months ended
    -------------------------------------------------------------------------
    (Unaudited)
    ($ millions)
    (Taxable
     equivalent         April 30 January 31   April 30   April 30   April 30
     basis)(2)              2008       2008       2007       2008       2007
    -------------------------------------------------------------------------
    Business segment
     income
    Net interest
     income(3)          $   (221)  $   (182)  $   (123)  $   (403)  $   (239)
    Provision for
     credit losses             -          -        (25)         -        (25)
    Other income             114         66        118        180        275
    Non-interest
     expenses                 46         21         17         67         50
    Provision for
     income taxes(3)        (121)      (119)       (52)      (240)       (87)
    -------------------------------------------------------------------------
    Net income          $    (32)  $    (18)  $     55   $    (50)  $     98
    Preferred dividends
     paid                      3          4          2          7          4
    -------------------------------------------------------------------------
    Net income (loss)
     available to
     common
     shareholders       $    (35)  $    (22)  $     53   $    (57)  $     94
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Average assets
     ($ billions)       $     37   $     34   $     33   $     36   $     31
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Includes all other smaller operating segments and corporate
        adjustments, such as the elimination of the tax-exempt income gross-
        up reported in net interest income and provision for income taxes,
        differences in the actual amount of costs incurred and charged to the
        operating segments, and the impact of securitizations.
    (2) Refer above for a discussion of non-GAAP measures.
    (3) Includes the elimination of the tax-exempt income gross-up reported
        in net interest income and provision for income taxes for the
        three months ended April 30, 2008 ($100), January 31, 2008 ($118),
        and April 30, 2007 ($109), and for the six months ended April 30,
        2008 ($218), and April 30, 2007 ($214), to arrive at the amounts
        reported in the Consolidated Statement of Income.

Net income available to common shareholders was negative $35 million in the second quarter, compared to negative $22 million in the previous quarter and positive $53 million in the same quarter last year.

Net interest income and the provision for income taxes include the elimination of tax-exempt income gross up. This amount is included in the operating segments, which are reported on a taxable equivalent basis. The elimination was $100 million this quarter, compared to $118 million in the prior quarter and $109 million in the same period last year.

Total revenue this quarter was negative $107 million, down $102 million from last year and up $9 million from last quarter. Compared to last year, net interest income declined $98 million as a result of the negative impact of changes in the fair value of derivatives used for asset/liability management and higher wholesale funding costs. On a quarter-over-quarter basis, net interest income declined $39 million, due mainly to lower funding profits.

Other income of $114 million was largely unchanged from last year, and increased $48 million compared to the prior quarter. The quarter-over-quarter growth reflected higher gains on non-trading securities, mainly from write- downs on certain structured credit instruments recorded in the first quarter and higher securitization revenues.

Non-interest expenses were $46 million this quarter, an increase of $29 million from last year and $25 million from last quarter. These increases were due largely to higher legal costs in the current quarter.

    Total
                                                                     For the
                            For the three months ended      six months ended
    -------------------------------------------------------------------------
    (Unaudited)         April 30 January 31   April 30   April 30   April 30
    ($ millions)            2008       2008       2007       2008       2007
    -------------------------------------------------------------------------
    Business segment
     income
    Net interest income $  1,873   $  1,814   $  1,794   $  3,687   $  3,570
    Provision for credit
     losses                  153        111         20        264         83
    Other income           1,299      1,025      1,308      2,324      2,641
    Non-interest
     expenses              1,794      1,669      1,726      3,463      3,450
    Provision for income
     taxes                   209        193        286        402        563
    Non-controlling
     interest in net
     income of
     subsidiaries             36         31         31         67         56
    -------------------------------------------------------------------------
    Net income          $    980   $    835   $  1,039   $  1,815   $  2,059
    Preferred dividends
     paid                     22         21         11         43         19
    -------------------------------------------------------------------------
    Net income available
     to common
     shareholders       $    958   $    814   $  1,028   $  1,772   $  2,040
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Return on equity(1)    21.4%      18.3%    22.4%(2)     20.0%    22.4%(2)
    Average assets
     ($ billions)       $    455   $    429   $    404   $    442   $    398
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Refer above for a discussion of non-GAAP measures.
    (2) Certain comparative amounts in this quarterly report have been
        restated to conform with current period presentation.


    Geographic Highlights
                                                                     For the
                            For the three months ended      six months ended
    -------------------------------------------------------------------------
                        April 30 January 31   April 30   April 30   April 30
    (Unaudited)             2008       2008       2007       2008       2007
    -------------------------------------------------------------------------
    Net income available
     to common
     shareholders
    ($ millions)
    Canada              $    552   $    494   $    561   $  1,046   $  1,105
    United States             61         22        139         83        302
    Mexico                    75         63        124        138        271
    Other international      348        252        211        600        423
    Corporate
     adjustments             (78)       (17)        (7)       (95)       (61)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
                        $    958   $    814   $  1,028   $  1,772   $  2,040
    -------------------------------------------------------------------------
    Average assets
     ($ billions)
    Canada              $    293   $    285   $    256   $    289   $    254
    United States             29         29         32         29         33
    Mexico                    20         20         22         20         22
    Other international      102         86         85         94         81
    Corporate
     adjustments              11          9          9         10          8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
                        $    455   $    429   $    404   $    442   $    398
    -------------------------------------------------------------------------


    Quarterly Financial Highlights

                                   For the three months ended
    -------------------------------------------------------------------------
                      April    Jan.   Oct.  July  April    Jan.   Oct.  July
                         30     31     31     31     30     31     31     31
                       2008   2008   2007   2007   2007   2007   2006   2006
    -------------------------------------------------------------------------
    Total revenue
     ($ millions)    $3,172 $2,839 $3,078 $3,201 $3,102 $3,109 $2,868 $2,889
    Total revenue
     (TEB(1))
     ($ millions)     3,272  2,957  3,294  3,302  3,211  3,214  2,999  2,989
    Net income
     ($ millions)       980    835    954  1,032  1,039  1,020    897    936
    Basic earnings
     per share($)      0.97   0.83   0.95   1.03   1.04   1.02   0.90   0.94
    Diluted earnings
     per share($)      0.97   0.82   0.95   1.02   1.03   1.01   0.89   0.93
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Refer above for a discussion of non-GAAP measures.



    Share Data
                                                                       As at
    -------------------------------------------------------------------------
                                                                    April 30
    (thousands of shares outstanding)                                   2008
    -------------------------------------------------------------------------
    Common shares                                                  986,905(1)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Preferred shares Series 12                                      12,000(2)
    Preferred shares Series 13                                      12,000(3)
    Preferred shares Series 14                                      13,800(4)
    Preferred shares Series 15                                      13,800(5)
    Preferred shares Series 16                                      13,800(6)
    Preferred shares Series 17                                       9,200(7)
    Preferred shares Series 18                                      13,800(8)
    -------------------------------------------------------------------------
    Series 2000-1 trust securities issued by BNS Capital Trust         500(9)
    Series 2002-1 trust securities issued by Scotiabank Capital
     Trust                                                            750(10)
    Series 2003-1 trust securities issued by Scotiabank Capital
     Trust                                                            750(10)
    Series 2006-1 trust securities issued by Scotiabank Capital
     Trust                                                            750(10)
    -------------------------------------------------------------------------
    Scotiabank Trust Subordinated Notes - Series A issued by
     Scotiabank Subordinated Notes Trust                            1,000(10)
    -------------------------------------------------------------------------
    Outstanding options granted under the Stock Option Plans to
     purchase common shares                                     26,972(1)(11)
    -------------------------------------------------------------------------
    (1)  As at May 15, 2008, the number of outstanding common shares and
         options were 987,652 and 26,224, respectively. The number of other
         securities disclosed in this table were unchanged.
    (2)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.328125 per share.
    (3)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.30 per share.
    (4)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.28125 per share.
    (5)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.28125 per share.
    (6)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.328125 per share
         except for the initial dividend paid on January 28, 2008, which was
         in an amount of $0.39195 per share.
    (7)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.35 per share except
         for the initial dividend paid on April 28, 2008, in an amount of
         $0.33753 per share.
    (8)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly. The initial dividend, if and when
         declared, will be payable on July 29, 2008, in an amount of
         $0.4315 per share. Dividends, if and when declared, during the
         initial five year period ending on April 25, 2013, will be payable
         in an amount of $0.3125 per share. Subsequent to the initial five-
         year period ending April 25, 2013, and resetting every five years
         thereafter, the dividends will be determined by the sum of the
         five year Government of Canada yield and 2.05%, multiplied by
         $25.00.
    (9)  Reported in capital instrument liabilities in the Consolidated
         Balance Sheet.
    (10) Reported in deposits in the Consolidated Balance Sheet.
    (11) Included are 17,586 stock options with tandem stock appreciation
         right (SAR) features.

Further details, including convertibility features, are available in Notes 13, 14 and 16 of the October 31, 2007, consolidated financial statements presented in the 2007 Annual Report, and Note 5 further below of this report.

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Accounting Policies and Estimates

The interim consolidated financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). See Note 1 to the 2007 annual consolidated financial statements for more information about the significant accounting principles used to prepare the financial statements. There were no new significant accounting policies adopted by the Bank during the second quarter of 2008.

The key assumptions and bases for estimates that management has made under GAAP, and their impact on the amounts reported in the interim consolidated financial statements and notes, remain substantially unchanged from those described in our 2007 Annual Report.

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