EFTA01455318

have less bquidity and could be name volatile than many of the securities traded in U.S. or other securities markets. Died or indirect govemnent intervention to stabilise the relevant foreign securities markets. as well as cross shareholdings n foreign companies. may affect trading levels or pikes and volumes in those markets. The other special risks associated with foreign securities tray include. but are not limited to: less liquidity; less rigorous regulation of securilks !teas; different accounting and disclosure standards; govemmmtal interference; currency fluctuations; higher inflation; and social econonic and political uncataintics. These factors nny adversely affect the perfomvaice of the Reference Asset and. as a result. the value of the Notes. • 711F.PAYMENTS ON THF.NOTFS WILL NOT BEADJUSTM FOR CJIANC.FS IN ENCTIANCR. RATES RFIATIYETO TIIF. US. DOLLAR EVEN TIIOUGHTIW.LNDFN CONSTITUFNT STOCKS ARETRADFD IN ElROS AND TURNOFFS AREDFNONINATED IN US. DOLLARS — Although the equity securities included in the Reference Asset are traded in aims, and the Notes are denoninated in U.S. dollars. the amount payable on the Notes at maturity. if any. will not be adjusted for changes in the echange rates between the C.S. dollar and the curo. Changes in ochange rates. however. any also Felled changes in the applicable non-U.S. economies that in turn nuy affect the level of the Reference Asset. and therefore the Notes. The amount we pay in respect of the Notes on the maturity date. if any. will be deierrrined solely in accordance with the procedures descnhed in this pricing suppkment. • THE NOTES ARE NOT OSUMI OR GUMLANTITD BY ANY GOVFRNMESTALAGINCY OF THE UNTIED STATES OR ANY OTHER JITILSDICTION The Notes are not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any othergovemnental agency orprograrnof the United States or any otherjurisdiction. An investment in the Notes is subject to the credit risk of HOC, and n the event that liSDC is unable to pay its obligations as they become due, you may not receive the full Payment at Maturity of the Notes. • IllSTORICAL PFREORMANCEOFTHF.RIFFRINCEASSET SHOULD NOT BETAION AS AN INDICATION OF THEFUTIREPFRFORMANCE OF THE RH:MINCE ASSET DURING INF, TERM OE THE NOTES h it inpossble to predict whether the level of the Reference Asset will rise or fall. The Reference Asset will be influenced by complexand interrelated political, economic, financial and other factors. • MARIXIIDLSRIFTITONS MAY ADVFRSIINAFFECT ITHR RITURN The Calculation Agent any, in is sole discretion, detemine that the nnrkets have been affected a manner that prevents it from detenrinng the Reference Asset in the manner described herein, and calculating the amount that we an, requited to pay you upon maturity, or from properly hedging is obligations under the Notes. These events may include disruptions or suspensions of trading in the rrorkets as a whole or general inconvertibility or non-transferability of one or more currencies. If the Calculation Agent. in its sole discretion. detemanes that any of these events prevents us or any of our affiliates from properly hedging our obligations under the Notes or prevents the Calculation Agent from detemining the Reference Asset Return or Payment at Maturity in the ordinary rummer. the Calculation Agent will Jct.:mine the Reference Asset Return or Payment at Maturity in good faith and in a con-nrrcially reasonable manner. and it it possible that the Final %Ammon Date and the Maturity !kit will be postponed. which may adversely affect the return on your Notes. • hLliNY ECONOMIC AND NIARIaT FACTORS WEL BWACT THEVALUEOF THE NOTES — In addition to the level of the Reference Asset on any day, the value of the Notes will be affected by a number of econonic and market factors that may tither offset or magnify each other. including: • the erpected volatility of the Reference Assett • the ties to maturity of the Notes; • the dividend rate on the equity securities underlying the Reference Asset. • interest and yield rates in the market generally: • a variety of econonic. fmancial political. regulatory or judicial events that affect the Reference Asset or the stock mulcts generally: and • our ereditworthiress. inCluding actual or antkipatcd downgrades in our credit ratings. .6- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0114030 CONFIDENTIAL SONY GM_00260214 EFTA01455318