Summary of Significant Corporate Governance Differences

SUMMARY OF SIGNIFICANT WAYS CORPORATE GOVERNANCE PRACTICES FOLLOWED BY THE BANK OF NOVA SCOTIA DIFFER FROM CORPORATE GOVERNANCE PRACTICES REQUIRED TO BE FOLLOWED BY U.S. DOMESTIC COMPANIES UNDER THE NEW YORK STOCK EXCHANGE'S LISTING STANDARDS

As a Canadian reporting issuer with securities listed on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE"), The Bank of Nova Scotia (the "Bank") has in place corporate governance practices which are responsive to applicable Canadian requirements adopted by the Canadian Securities Administrators and the TSX, and applicable rules adopted by the U.S. Securities and Exchange Commission ("SEC") which give effect to the provisions of the Sarbanes-Oxley Act of 2002.

With respect to its NYSE listing, the Bank is classified as a foreign private issuer. Although the Bank is not required to comply with most of the NYSE corporate governance rules, there is only one significant way in which our corporate governance practices differ from those required to be followed by U.S. domestic issuers under the NYSE's listing standards.

Section 303A.8 of the NYSE's Listed Company Manual requires shareholder approval of all "equity compensation plans" and material revisions to those plans. The definition of "equity compensation plans" covers plans that provide for the delivery of newly issued securities, and also plans which rely on securities reacquired on the market by the issuing company for the purpose of redistribution to employees and directors. The Bank, however, complies with the rules of the TSX in this regard, which provide that equity compensation plans and material amendments thereto require shareholder approval only where they involve newly issued securities and the amendments are not otherwise addressed in the plan's amendment procedures.