Underwriting Agreement – Canadian Imperial Bank of Commerce

1.

Representations, Warranties and Agreements of the Bank. The Bank
represents and warrants to, and agrees with, the Underwriter that:

(a)

The Bank meets the requirements under the Securities Act (Ontario)
and the rules, regulations and national, multijurisdictional or local
instruments and published policy statements applicable in the Province of
Ontario, including the rules and procedures established pursuant to National
Instrument 44-101 : Short Form Prospectus Distributions and National
Instrument 44-102 : Shelf Distributions (the “Shelf
Procedures“), for the distribution of the Securities in the Province of
Ontario pursuant to a final short form shelf prospectus (collectively, the
“Ontario Securities Laws“); a final short form base shelf
prospectus in respect of up to US$8,000,000,000 aggregate initial offering
amount of debt securities of the Bank (the “Shelf Securities“)
has been filed with the Ontario Securities Commission (the “Reviewing
Authority“) as the review jurisdiction under National Instrument 44-101
in respect of the offering of the Securities; a receipt has been obtained from
the Reviewing Authority in respect of such final short form base shelf
prospectus in the form heretofore delivered to the Underwriter (together with
all documents filed in connection therewith and all documents incorporated by
reference therein); no other document pertaining to such final short form base
shelf prospectus or document incorporated by reference therein has been filed
with the Reviewing Authority except for any documents heretofore delivered to
the Underwriter; no order having the effect of ceasing or suspending the
distribution of the Shelf Securities (including the Securities) has been issued
by the Reviewing Authority and no proceeding for that purpose has been initiated
or, to the knowledge of the Bank, threatened by the Reviewing Authority (the
final short form base shelf prospectus, as most recently amended, if applicable,
including the documents incorporated by reference therein, filed with the
Reviewing Authority on or before the date of this Agreement for which a receipt
has been obtained being hereinafter called the “Canadian Base
Prospectus“); the

final prospectus supplement relating to the offering of the Securities, to be
filed with the Reviewing Authority in accordance with the Ontario Securities
Laws and in accordance with Section 6(a) hereof, together with the Canadian Base
Prospectus, is hereinafter called the “Canadian Prospectus“. As
used herein, the terms “Canadian Base Prospectus,” and “Canadian Prospectus”
shall include the documents, if any, incorporated by reference therein.

(b)

The Bank meets the general eligibility requirements for use of Form F-9 under
the U.S. Securities Act of 1933, as amended (the “Securities
Act“). The Bank has filed with the Securities and Exchange Commission
(the “Commission“) a registration statement on Form F-9 (File
No. 333- 168062), as amended, providing for the registration of the Shelf
Securities under the Securities Act and an appointment of agent for service of
process on Form F-X (the “Form F-X“) relating to the
registration statement. The Bank has caused the Trustee to prepare and file with
the Commission a Form T-1 Statement of Eligibility and Qualification of the
Trustee (the “Form T-1“) under the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act“); there are no reports or
other information that, in accordance with the requirements of the Reviewing
Authority, must be made publicly available in connection with the offering of
the Securities that have not been made publicly available as required; there are
no documents required to be filed with the Reviewing Authority in connection
with the Prospectuses (as defined below) that have not been filed as required;
there are no contracts, documents or other materials required to be described or
referred to in the Registration Statement or the Prospectuses or to be filed or
incorporated by reference as exhibits to the Registration Statement that are not
described, referred to or filed or incorporated by reference as required and, in
the case of those documents filed, delivered to the Underwriter. The
registration statement as amended as of the Effective Date (as defined below),
including the prospectus constituting a part thereof, all exhibits thereto (but
excluding the Form T-1) and the documents incorporated by reference therein at
the time such registration statement became effective, is hereinafter called the
“Registration Statement“; “Effective Date”
means any date to which any part of the Registration Statement or any
post-effective amendment relating to the Securities became, or is deemed to have
become, effective under the Securities Act for purposes of liability under
Section 11 of the Securities Act of the Underwriter with respect to the
offering, including in accordance with the rules and regulations of the
Securities and Exchange Commission (the “Commission“); the base
prospectus relating to the Shelf Securities filed as part of the Registration
Statement, including the documents incorporated by reference therein, in the
form in which it has most recently been filed with the Commission on or prior to
the date of this Agreement, is hereinafter called the “Base
Prospectus“; the term sheet, the form of which is set forth in Schedule
IV hereto and including as Schedule A the final prospectus supplement relating
to the Securities, dated December 6, 2010, and the other free writing
prospectuses, if any, each identified in Schedule I hereto, is hereinafter
referred to as the “Pricing Disclosure Package“. For purposes
of this Agreement, “free writing prospectus” has the meaning
set forth in Rule 405 under the

Securities Act, and “Prospectus” means the final prospectus
supplement relating to the offering of the Securities that discloses the public
offering price and other final terms of the Securities, together with the Base
Prospectus, to be filed with the Commission pursuant to General Instruction II.K
of Form F-9 in accordance with Section 6(a) hereof. As used herein, the terms
“Base Prospectus,” “Pricing Disclosure
Package” and “Prospectus” shall include the documents,
if any, incorporated by reference therein as of the relevant time.

(c)

Each document filed or to be filed with the Reviewing Authority and
incorporated by reference in the Canadian Prospectus, as amended or
supplemented, if applicable, when such documents were or are filed with the
Reviewing Authority, fully complied or will comply when so filed in all material
respects with the requirements of the Canadian securities laws pursuant to which
it was filed and all the information and statements contained therein are true
and correct in all material respects and contain no misrepresentation (as
defined in applicable Canadian securities laws) and no material fact or
information has been omitted therefrom which is necessary to make the statements
contained therein not misleading in light of the circumstances in which they
were made; each document, if any, filed or to be filed pursuant to the Exchange
Act and incorporated by reference in the Pricing Disclosure Package or the
Prospectus, as amended or supplemented, as applicable, complied or will comply
when so filed in all material respects with the requirements of the Exchange Act
and the applicable rules and regulations of the Commission thereunder, and none
of such documents, as of its respective date, contained or will contain any
untrue statement of a material fact or omitted or will omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

(d)

The Canadian Base Prospectus conforms, and the Canadian Prospectus, as
amended or supplemented, if applicable, will conform, in all material respects
with the applicable requirements of Ontario Securities Laws; the Canadian
Prospectus, as amended or supplemented, if applicable, as of its filing date and
as of the Closing Date (as defined in Section 4 hereof), will not, contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made,

not misleading; and the Canadian Prospectus, as amended or supplemented, if
applicable, as of its filing date and as of the Closing Date, will constitute,
full, true and plain disclosure of all material facts relating to the Securities
and the Bank within the meaning of the Securities Act (Ontario); provided,
however, that this representation and warranty shall not apply to any
statements or omissions contained in the Canadian Prospectus, as amended or
supplemented, if applicable, made in reliance upon and in conformity with
information relating to the Underwriter furnished to the Bank in writing by the
Underwriter expressly for use therein.

(e)

The Registration Statement has become effective; no stop order suspending the
effectiveness of the Registration Statement or preventing or suspending the use
of any free writing prospectus or the Prospectus is in effect, and no
proceedings for such purpose or pursuant to Section 8A of the Securities Act
against the Bank or related to the offering are pending before, or to the
knowledge of the Bank, threatened by the Commission.

(f)

(i) Each part of the Registration Statement, when such part became effective,
did not contain, and each such part, as amended or supplemented, if applicable,
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) the Registration Statement, as of the Effective
Date, the Pricing Disclosure Package as of the Time of Sale (which shall be
defined to be 2:30 p.m. on the date hereof), conformed, and the Prospectus, as
of the date of the final prospectus supplement specifically relating to the
Securities, and as amended or supplemented on or prior to the Closing Date (as
defined in Section 4), if applicable, will conform, in all material respects
with the Securities Act and the applicable rules and regulations of the
Commission thereunder, (iii) the Pricing Disclosure Package, as of the Time of
Sale, did not, and at the Closing Date, the Pricing Disclosure Package, as then
amended or supplemented by the Bank, if applicable, will not, contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, (iv) each “issuer free writing prospectus” and “road
show”, each as defined in Rule 433(h) of the Securities Act, if any, when
considered together with the Pricing Disclosure Package, does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading and (v) the Prospectus, as amended or
supplemented, if applicable, as of the date of the final prospectus specifically
relating to the Securities and as of the Closing Date, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and warranties
set forth in this paragraph do not apply to (A) any statements or omissions made
in reliance upon and in conformity with information relating to

the Underwriter furnished to the Bank in writing by the Underwriter expressly
for use in the Registration Statement, the Pricing Disclosure Package or the
Prospectus, as amended or supplemented, if applicable, or (B) that part of the
Registration Statement that constitutes the Form T-1. The Prospectus, as amended
or supplemented, if applicable, will conform as of its date and as of the
Closing Date to the Canadian Prospectus, as amended or supplemented, if
applicable, in each case except for such deletions therefrom and additions
thereto as are permitted or required by Form F-9 and the applicable rules and
regulations of the Commission. The Form F-X conforms in all material respects
with the requirements of the Securities Act and the rules and regulations of the
Commission under the Securities Act.

(g)

The Bank is not an “ineligible issuer” (as defined in Rule 405 of the rules
and regulations of the Commission) in connection with the offering pursuant to
Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus
that the Bank is required to file pursuant to Rule 433(d) under the Securities
Act has been, or will be, filed with the Commission in accordance with the
requirements of the Securities Act and the applicable rules and regulations of
the Commission thereunder. Each free writing prospectus that the Bank has filed,
or is required to file, pursuant to Rule 433(d) under the Securities Act or that
was prepared by or on behalf of or used or referred to by the Bank complies or
will comply in all material respects with the requirements of the Securities Act
and the applicable rules and regulations of the Commission thereunder. Except
for the Pricing Disclosure Package, and electronic road shows, if any, each
furnished to the Underwriter before first use, the Bank has not used or referred
to, and will not, without the prior consent of the Underwriter (such consent not
to be unreasonably withheld), use or refer to, any free writing prospectus.

(h)

The Bank is a bank incorporated under and governed by the Bank Act (Canada)
(the “Bank Act“) and has been duly organized and is validly
existing and in good standing as a bank listed on Schedule I to the Bank Act, is
duly qualified to carry on its business in each jurisdiction in which the
conduct of its business or the ownership, leasing or operation of its property
and assets requires such qualification except to the extent that the failure to
so qualify or be in good standing would not, individually or in the aggregate,
reasonably be expected to have, a material adverse effect on the condition,
financial or otherwise, or the results of operations or business of the Bank and
its subsidiaries, taken as a whole (a “Material Adverse
Effect“) and has all requisite power and authority (corporate and
other) to conduct its businesses and to own, lease and operate its properties
and assets as described in the Pricing Disclosure Package, except where failure
to do so would not reasonably be expected to have a Material Adverse Effect, and
to execute, deliver and perform its obligations under this Agreement, the
Indenture or to issue, sell and deliver the Securities.

(i)

The Bank (i) is a “reporting issuer” in the Province of Ontario and is not on
the list of defaulting issuers maintained by the Ontario Securities Commission
and (ii) is subject to the reporting obligations of the Exchange Act.

(j)

Each “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X
under the Securities Act) (the “Significant Subsidiaries“) of
the Bank has been duly incorporated and is validly existing and in good standing
under the laws of the relevant jurisdiction set forth opposite its name in
Column 2 in Schedule III to this Agreement, and each Significant Subsidiary is
duly qualified to carry on its business in each jurisdiction in which the
conduct of its business or the ownership, leasing or operation of its property
and assets requires such qualification, except where the failure to be so
qualified or be in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, and has all requisite
power and authority (corporate and other) to conduct its business and to own,
lease and operate its properties and assets as described in the Pricing
Disclosure Package, except where failure to do so would not reasonably be
expected to have a Material Adverse Effect.

(k)

Each of the Bank and its Significant Subsidiaries has conducted and is
conducting its business in compliance in all respects with all applicable laws,
rules and regulations of each jurisdiction in which its business is carried on
and holds all licenses, permits, approvals, consents, certificates,
registrations and authorizations (whether governmental, regulatory or otherwise)
from the relevant regulatory or governmental authority in all such jurisdictions
in which the Bank or its Significant Subsidiaries conduct business, to enable
its business to be carried on as now conducted and its property and assets to be
owned, leased and operated, except in each case where the failure to be in such
compliance or to hold such license, permit, approval, consent, certificate,
registration or authorization would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and all such licenses,
permits, approvals, consents, certificates, registrations and authorizations are
in good standing and in effect, except where the failure to be in good standing
or in effect would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect, and none of the same contains any term,
provision, condition or limitation which will have a Material Adverse Effect.

(l)

Neither the Bank nor any of its Significant Subsidiaries (i) is in violation
or breach of its certificate of incorporation, by-laws, partnership agreement or
other constitutive documents or (ii) is in default, and no event has occurred
that, with notice or lapse of time or both, would constitute such a default, in
the due performance or observance of any loan agreement, indenture, mortgage,
deed of trust or other agreement or instrument to which it is a party or by
which it is bound, except in the case of clause (ii), to the extent any such
default would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

(m)

The execution and delivery by the Bank of this Agreement and the performance
by the Bank of its obligations under this Agreement, the Indenture and the
Securities will not result in a breach of or default under, and will not create
a state of facts which, after notice or lapse of time or both, will result in a
breach or default under, and will not conflict with:

(i)

any of the terms, conditions or provisions of the Bank Act or the by-laws of
the Bank or the terms, conditions or provisions of the certificate of
incorporation, by-laws, partnership agreements or other constitutive documents
of its Significant Subsidiaries;

(ii)

any license, permit, approval, consent, certificate, registration or
authorization (whether governmental, regulatory or otherwise) issued to the Bank
or any Significant Subsidiary or any agreement, indenture, mortgage, deed of
trust, lease, document or instrument to which the Bank or any Significant
Subsidiary is a party or by which it is contractually bound at the Time of
Delivery (as defined herein), except for breaches or violations which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; or

(iii)

any statute, regulation or rule applicable to the Bank or any Significant
Subsidiary, or any judgment, order or decree of any governmental body, agency or
court having jurisdiction over the Bank or any Significant Subsidiary, except
for breaches or violations which would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

(n)

The Bank has not filed any confidential material change report with any of
the applicable Canadian securities commissions or similar regulatory
authorities, the Toronto Stock Exchange or any other self-regulatory authority
which remains confidential.

(o)

All of the issued shares of capital stock of each Significant Subsidiary are
validly authorized, issued and outstanding, are fully paid and non-assessable
and are owned directly or indirectly by the Bank, free and clear of all
mortgages, liens, charges, pledges, security interests, encumbrances, claims or
demands whatsoever.

(p)

This Agreement has been duly authorized, executed and delivered by the Bank.

(q)

On or before the Time of Delivery, all actions required to be taken by or on
behalf of the Bank, including the passing of all requisite resolutions of its
directors, will have occurred so as to validly authorize, issue and sell the
Securities as contemplated by this Agreement, and duly, punctually and
faithfully perform all the obligations to be performed by it under this
Agreement.

(r)

No consent, approval, authorization or order of, or qualification with, any
relevant regulatory or governmental authority having jurisdiction over the Bank
or any of its subsidiaries or any of their properties (“Governmental
Authorization“) is required in connection with the issuance and sale of
the Securities or the consummation by the Bank of the transactions contemplated
by this Agreement or the Indenture, except such as have been, or will have been
prior to the Time of Delivery, obtained under the laws of the provinces and
territories of Canada, the Securities Act and the Trust Indenture Act and such
Governmental Authorizations as may be required under state securities or blue
sky laws in connection with the purchase and distribution of the Securities by
the Underwriter.

(s)

The Indenture has been duly qualified under the Trust Indenture Act and has
been duly authorized by the Bank and constitutes a legal, valid and binding
obligation of the Bank, enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization or similar laws relating to or affecting creditors153
rights generally and general principles of equity and subject to the
qualification that equitable remedies may only be granted in the discretion of a
court of competent jurisdiction.

(t)

The Securities have been duly authorized by the Bank and, when executed by
the Bank and authenticated by the Trustee in accordance with the provisions of
the Indenture and delivered to and paid for by the Underwriter in accordance
with the terms of this Agreement, will constitute valid and binding obligations
of the Bank, enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or similar laws relating to or affecting creditors153 rights
generally and general principles of equity and subject to the qualification that
equitable remedies may only be granted in the discretion of a court of competent
jurisdiction, and the Securities will be entitled to the benefits of the
Indenture and the Securities conform, or will conform, to the description
thereof in the Pricing Disclosure Package.

(u)

The consolidated financial statements of the Bank included or incorporated by
reference in the Pricing Disclosure Package, the Prospectuses and the
Registration Statement, together with the related schedules and notes, present
fairly in all material respects the consolidated financial position of the Bank
and its subsidiaries at the dates indicated and the consolidated results of
operations and

the consolidated changes in financial position of the Bank and its
subsidiaries for the periods specified; and such consolidated financial
statements, together with the related schedules and notes, have been prepared in
conformity with Canadian generally accepted accounting principles, including the
accounting requirements of the Office of the Superintendent of Financial
Institutions (Canada), consistently applied throughout the periods involved,
except as disclosed therein.

(v)

There is no action, suit, proceeding, inquiry or investigation before or
brought by any court or any federal, provincial, state, municipal or other
governmental department, commission, board, agency or body, domestic or foreign,
now pending, or, to the knowledge of the Bank, threatened against or affecting
the Bank or any of its subsidiaries (i) other than proceedings described in all
material respects in the Pricing Disclosure Package and proceedings that would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect or (ii) that is required to be described in the Registration
Statement or the Prospectuses and is not so described.

(w)

Except as disclosed in the Pricing Disclosure Package, there are no
contracts, agreements or understandings between the Bank and any person that
would give rise to a valid claim against the Bank or the Underwriter for a
brokerage commission, finder153s fee or other like payment in connection with the
offering of the Securities contemplated hereunder.

(x)

Except as set forth in the Pricing Disclosure Package, neither the Bank nor
any of the Bank153s subsidiaries is a party to any contract with or other
undertaking to, or is subject to any governmental order by, or is a recipient of
any presently applicable supervisory letter or other written communication of
any kind from, any governmental authority which reasonably would be expected to
have a Material Adverse Effect.

(y)

The Bank is not, and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described under “Use
of Proceeds” in the Pricing Disclosure Package and the Prospectuses, will not
be, required to register as an “investment company” as such term is defined in
the Investment Company Act of 1940, as amended.

(z)

Ernst & Young LLP, which have certified certain financial statements of
the Bank and its subsidiaries, and which have audited the Bank153s internal
control over financial reporting and management153s assessment thereof, is an
independent registered public accounting firm as required by the Securities Act
and the rules and regulations of the Commission and the rules and regulations of
the Public Company Accounting Oversight Board.

(aa)

Neither the Bank nor any of its Significant Subsidiaries has taken, directly
or indirectly, any action designed to cause or result in, or which might cause
or result in, the stabilization or manipulation of the price of the Securities
to facilitate the sale or resale of the Securities.

(bb)

The Bank maintains a system of internal control over financial reporting (as
such term is defined in Rule 13a-15(f) under the Exchange Act) that has been
designed by the Bank153s principal executive officer and principal financial
officer, or under their supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles in Canada. The management of the Bank concluded that such
internal control over financial reporting was effective as of October 31, 2010.
Except as disclosed in the Pricing Disclosure Package, since October 31, 2010,
there has been no change in the Bank153s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the
Bank153s internal control over financial reporting.

(cc)

The Bank maintains disclosure controls and procedures (as such term is
defined in Rule 13a-15(e) under the Exchange Act) that have been designed to
ensure that material information relating to the Bank and its subsidiaries is
made known to the Bank153s principal executive officer and principal financial
officer by others within those entities. Based on the evaluation of these
disclosure controls and procedures, the Bank153s Chief Executive Officer and Chief
Financial Officer concluded that the Bank153s disclosure controls and procedures
were effective as of July 31, 2011.

(dd)

Neither the Bank nor any of its subsidiaries nor, to the knowledge of the
Bank, any director, officer, agent or employee of the Bank or of any of its
subsidiaries is aware of or has taken any action, directly or indirectly, that
would result in a violation by such persons of the Foreign Corrupt Practices Act
of 1977, as amended, and the rules and regulations thereunder (the
“FCPA“) or the Corruption of Foreign Public Officials Act
(Canada) (the “CFPOA“); and the Bank and its subsidiaries have
conducted their businesses in compliance with the FCPA and the CFPOA and have
instituted and maintain policies and procedures designed to ensure continued
compliance therewith.

(ee)

The operations of the Bank and its subsidiaries are conducted and, to the
knowledge of the Bank, have been conducted in all material respects in
compliance with the applicable anti-money laundering statutes of all
jurisdictions to which the Bank or its subsidiaries are subject and the rules
and regulations thereunder, including the Bank Secrecy Act, as amended by Title
III of the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA
PATRIOT Act“)

(collectively, the “Anti-Money Laundering Laws“), and no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Bank or any of its
subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to
the best knowledge of the Bank, threatened.

(ff)

None of the Bank, any of its subsidiaries or, to the knowledge of the Bank,
any director, officer, agent or employee of the Bank or any of its subsidiaries
is an individual or entity (“Person“) that is currently the
subject of any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Department of the Treasury (“OFAC-administered
sanctions“), nor is located, organized or resident in a country or
territory that is the subject of OFAC-administered sanctions; and the Bank will
not directly or indirectly use the proceeds of the offering of Securities
hereunder, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other Person, to fund activities of or
business with any Person, or in any country or territory, that at the time of
such funding or facilitation, is the subject of OFAC-administered sanctions, or
in a manner that would otherwise cause any Person (including any Person involved
in or facilitating the offering of the Securities, whether as underwriter,
advisor, or otherwise) to violate any OFAC-administered sanctions.

2.

Agreements to Sell and Purchase. The Bank hereby agrees to sell to
the Underwriter, and the Underwriter, upon the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter stated,
agrees to purchase from the Bank the principal amount of Securities set forth in
Schedule II hereto opposite its name at the purchase price set forth in Schedule
I hereto.

3.

Public Offering. The Bank is advised by the Underwriter that the
Securities are to be offered to the public upon the terms set forth in the
Pricing Disclosure Package and the Prospectuses.

4.

Payment and Delivery. Payment for the Securities shall be made to or
upon the order of the Bank by wire transfer payable in funds immediately
available to an account specified by the Bank on the Closing Date and time set
forth in Schedule I hereto, or at such other time on the same or such other
date, not later than the fifth business day thereafter, as may be reasonably
designated by the Underwriter in writing. The time and date of such payment are
herein referred to as the “Time of Delivery” and such date, the
“Closing Date.”

the Underwriter to the Bank in accordance with the above paragraph of the
purchase price net of the Underwriter153s Fees shall be full satisfaction of the
Underwriter153s obligation to pay the purchase price for the Securities and of the
Bank153s obligation to pay the Underwriter153s Fee. Delivery of the Securities shall
be made to the Underwriter against payment by the Underwriter of the purchase
price thereof. Delivery of the Securities shall be made through the facilities
of The Depository Trust Company unless the Underwriter shall otherwise instruct
and agree to with the Bank.

5.

Conditions to the Underwriter153s Obligations. The obligations of the
Underwriter are subject, in the discretion of the Underwriter, to the condition
that all representations and warranties and other statements of the Bank in this
Agreement as at the date hereof and at, and as of, the Time of Delivery, are
true and correct, the condition that the Bank shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:

(a)

(i) The Canadian Prospectus shall have been filed with the Reviewing
Authority under the Shelf Procedures; (ii) the Prospectus shall have been filed
with the Commission pursuant to General Instruction II.K. of Form F-9 under the
Securities Act, in each case within the applicable time period prescribed for
such filing thereunder and in accordance with Section 6(a) hereof; (iii) no
order having the effect of ceasing or suspending the distribution of the
Securities or stop order suspending the effectiveness of the Registration
Statement or any part thereof or having the effect of preventing or suspending
the use of any prospectus relating to the Securities shall have been issued and
no proceeding for that purpose shall have been initiated or, to the knowledge of
the Bank, threatened by the Reviewing Authority or the Commission; and (iv) all
requests for additional information on the part of the Reviewing Authority or
the Commission shall have been complied with to the Underwriter153s reasonable
satisfaction.

(b)

Subsequent to the execution and delivery of this Agreement and prior to the
Time of Delivery:

(i)

there shall not have occurred any downgrading, nor shall any notice have been
given of any intended or potential downgrading or of any review for a possible
change that does not indicate the direction of the possible change, in the
rating accorded any of the debt securities of the Bank or any of its Significant
Subsidiaries by any “nationally recognized statistical rating organization,” as
such term is used in relation to Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act; and

(ii)

there shall not have occurred any change, or any development involving a
prospective change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Bank and its subsidiaries, taken as a

whole, from that set forth in the Pricing Disclosure Package that, in the
judgment of the Underwriter, is material and adverse and that makes it, in the
judgment of the Underwriter, impracticable to market the Securities on the terms
and in the manner contemplated in the Pricing Disclosure Package.

(c)

The Underwriter shall have received on the Closing Date a certificate, dated
the Closing Date and signed by an officer of the Bank, in his or her capacity as
such officer only, to the effect set forth in Section 5(a)(iii) and Section
5(b)(i) above and to the effect that the representations and warranties of the
Bank contained in this Agreement are true and correct as of the Closing Date and
that the Bank has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before the
Closing Date.

(d)

The Underwriter shall have received on the Closing Date a certificate, dated
the Closing Date and signed by an officer of the Bank, in his or her capacity as
such officer only, to the effect that, other than as set forth in the Canadian
Prospectus, to his or her knowledge, there is no action, proceeding or
investigation pending or threatened by or against the Bank or any of its
Significant Subsidiaries, at law or in equity, before or by any federal,
provincial, state, municipal or other governmental department, commission, board
or agency, domestic or foreign, which questions the validity of the issuance of
the Securities or of any action taken or to be taken by the Bank pursuant to
this Agreement or in connection with the issuance of the Securities.

(e)

The Underwriter shall have received on the Closing Date an opinion of Blake,
Cassels & Graydon LLP, Canadian counsel for the Bank, dated the Closing
Date, in substantially the form attached hereto as Exhibit A-1. Blake, Cassels
& Graydon LLP may limit their opinion to matters arising under the laws of
the Province of Ontario and the federal laws of Canada applicable therein.

(f)

The Underwriter shall have received on the Closing Date an opinion of Mayer
Brown LLP, United States counsel for the Bank, dated the Closing Date, in
substantially the form attached hereto as Exhibit A-2. Mayer Brown LLP may limit
their opinion to matters arising under the laws of the State of New York and the
federal laws of the United States of America.

(g)

The Underwriter shall have received on the Closing Date an opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, United States counsel for the
Underwriter,

dated the Closing Date, in form and substance reasonably satisfactory to the
Underwriter. Skadden, Arps, Slate, Meagher & Flom LLP may limit their
opinion to matters arising under the laws of the State of New York and the
federal laws of the United States of America.

(h)

The Underwriter shall have received, on the date of filing the Prospectuses
and on the Closing Date, a letter dated the date of filing the Prospectuses or
the Closing Date, as the case may be, in form and substance satisfactory to the
Underwriter, from Ernst & Young LLP, chartered accountants, containing
statements and information of the type ordinarily included in accountants153
“comfort letters” to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement, the
Pricing Disclosure Package and the Prospectuses, as amended or supplemented, if
applicable.

(i)

Prior to or on the Closing Date, the Underwriter shall have been furnished by
the Bank such additional documents and certificates as the Underwriter or
counsel for the Underwriter may reasonably request.

6.

Covenants of the Bank. The Bank covenants with the Underwriter as
follows:

(a)

To prepare the Canadian Prospectus and the Prospectus in a form reasonably
approved by the Underwriter and (i) to file the Canadian Prospectus with the
Reviewing Authority in accordance with the Shelf Procedures not later than the
Reviewing Authority153s close of business on the second business day following the
execution and delivery of this Agreement and (ii) to file the Prospectus with
the Commission pursuant to General Instruction II.K. of Form F-9 under the
Securities Act not later than the Commission153s close of business on the second
business day following the execution and delivery of this Agreement; before
amending or supplementing the Registration Statement, the Pricing Disclosure
Package or the Prospectuses prior to the Time of Delivery, to furnish to the
Underwriter a copy of each such proposed amendment or supplement and not to file
any such proposed amendment or supplement to which the Underwriter shall have
reasonably objected in a timely manner by written notice to the Bank; to file

promptly all reports required to be filed by the Bank with the Reviewing
Authority pursuant to Ontario Securities Laws and the Commission pursuant to
Section 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of
a prospectus is required in connection with the offering or sale of the
Securities, and during such same period to advise the Underwriter, promptly
after it receives notice thereof, (A) of the time when any amendment to the
Canadian Prospectus has been filed or receipted, when any supplement to the
Canadian Prospectus has been filed, when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the Pricing
Disclosure Package or the Prospectus has been filed, in each case, as
applicable, with the Reviewing Authority or the Commission, (B) of the issuance
by the Reviewing Authority or the Commission of any stop order or of any order
preventing or suspending the use of any prospectus relating to the Securities or
the effectiveness of the Registration Statement, (C) of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction or the
initiation or threatening of any proceeding for any such purpose, or (D) of any
request by the Reviewing Authority or the Commission for the amending or
supplementing of the Registration Statement, the Base Prospectuses, the Pricing
Disclosure Package or the Prospectuses or for additional information relating to
the Securities; and, in the event of the issuance of any such stop order or of
any such order preventing or suspending the use of any prospectus relating to
the Securities or suspending any such qualification, to promptly use its best
efforts to obtain the withdrawal of such order.

(b)

To endeavor to qualify the Securities for offer and sale under the securities
or Blue Sky laws of such jurisdictions as the Underwriter shall reasonably
request; provided that in no event shall the Bank be obligated to
qualify to do business in any jurisdiction where it is not now so qualified, to
file any general consent to service of process or to take any action that would
subject it to general service of process or to taxation in any jurisdiction
where it is not now so subject.

(c)

To furnish to the Underwriter, without charge, so long as delivery of a
prospectus by the Underwriter or dealer may be required by the Securities Act,
as many copies of the Pricing Disclosure Package, the Prospectuses, any
documents incorporated therein by reference and any supplements and amendments
thereto as the Underwriter may reasonably request.

(d)

To furnish to the Underwriter a copy of each proposed free writing prospectus
to be used by, or referred to by the Bank and not to use or refer to any
proposed free writing prospectus to which the Underwriter reasonably objects.
Each free writing prospectus conformed or will conform in all material respects
to the requirements of the Securities Act and the rules and regulations of the
Commission on the date of first use, and the Bank will comply with any filing
requirements applicable to such free writing prospectus pursuant to Rule 433 of

the rules and regulations of the Commission and each free writing prospectus
will not, as of its issue date and through the time the Securities are
delivered, include any information that conflicts with the information contained
in the Registration Statement, the Pricing Disclosure Package and the
Prospectus.

(e)

Other than the filing with the Commission of the Pricing Disclosure Package,
not to knowingly take any action that would result in an Underwriter or the Bank
being required to file with the Commission pursuant to Rule 433(d) under the
Securities Act a free writing prospectus prepared by or on behalf of the
Underwriter that the Underwriter otherwise would not have been required to file
thereunder.

(f)

If the Pricing Disclosure Package is being used to solicit offers to buy the
Securities at a time when the Prospectus is not yet available to prospective
purchasers and any event shall occur or condition exist as a result of which it
is necessary to amend or supplement the Pricing Disclosure Package in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or if any event shall occur or condition exist as a
result of which the Pricing Disclosure Package conflicts with the information
contained in the Registration Statement then on file, or if it is necessary to
amend or supplement the Pricing Disclosure Package or to file under Ontario
Securities Laws or the Exchange Act any document incorporated by reference in
the Pricing Disclosure Package in order to comply with Ontario Securities Laws,
the Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to
notify the Underwriter and, upon the request of the Underwriter, prepare, file
with the Reviewing Authority or the Commission, as applicable, and furnish, at
its own expense, to the Underwriter and to any dealer upon request, either
amendments or supplements to the Pricing Disclosure Package so that the
statements in the Pricing Disclosure Package as so amended or supplemented will
not, in the light of the circumstances when delivered to a prospective
purchaser, be misleading or so that the Pricing Disclosure Package, as amended
or supplemented, will no longer conflict with the Registration Statement, or so
that the Pricing Disclosure Package, as amended or supplemented, will comply
with applicable law.

(g)

If, during such period after the filing of the Prospectuses with the
Reviewing Authority and the Commission, as applicable, the Prospectus (or in
lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is
required by law to be delivered in connection with sales by the Underwriter or
dealer, any event shall occur or condition exist as a result of which it is
necessary to amend or supplement the Prospectuses in order to make the
statements therein, in the light of the circumstances when such Prospectus (or
in lieu thereof the notice referred to in Rule 173(a) under the Securities Act)
is delivered to a purchaser, not misleading, or if it is necessary to amend or
supplement such Prospectuses or to file under Ontario Securities Laws or the
Exchange Act any document

incorporated by reference in such Prospectuses in order to comply with
Ontario Securities Laws, the Securities Act, the Exchange Act or the Trust
Indenture Act, forthwith to notify the Underwriter, and, upon the request of the
Underwriter, prepare, file with the Reviewing Authority or the Commission, as
applicable, and furnish, at its own expense, to the Underwriter and to the
dealers (whose names and addresses the Underwriter will furnish to the Bank) to
which Securities may have been sold by the Underwriter and to any other dealers
upon request, either amendments or supplements to such Prospectus so that the
statements in such Prospectuses as so amended or supplemented will not, in the
light of the circumstances when such Prospectuses (or in lieu thereof the notice
referred to in Rule 173(a) under the Securities Act) are delivered to a
purchaser, be misleading or so that such Prospectus, as amended or supplemented,
will comply with applicable law.

(h)

To make generally available to the Bank153s security holders and to the
Underwriter as soon as practicable, but in any event not later than eighteen
months after the effective date (as defined in Rule 158(c) under the Securities
Act) of the Registration Statement, an earnings statement of the Bank and its
subsidiaries (which need not be audited) covering a period of at least twelve
months beginning with the first fiscal quarter of the Bank occurring after the
date of this Agreement which shall satisfy the provisions of Section 11(a) of
the Securities Act and the rules and regulations of the Commission thereunder;
provided that the Bank may make such earnings statements generally
available by filing quarterly and annual reports with the Commission as may be
required by the Exchange Act.

(i)

Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of its obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the Bank153s counsel and
the Bank153s accountants in connection with the preparation and filing of the
Canadian Base Prospectus, the Canadian Prospectus and any amendment or
supplement thereof with the Reviewing Authority, the registration and delivery
of the Securities under the Securities Act and all other fees or expenses in
connection with the preparation and filing of the Registration Statement, the
Base Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free
writing prospectus prepared by or on behalf of, used by, or referred to by the
Bank and amendments and supplements to any of the foregoing, including the
filing fees payable to the Commission relating to the Securities, all printing
costs associated therewith, and the mailing and delivering of copies thereof to
the Underwriter and dealers, in the quantities hereinabove specified, (ii) all
costs and expenses related to the transfer and delivery of the Securities to the
Underwriter, including any transfer or similar taxes payable thereon, (iii) the
cost of printing or producing any Blue Sky or legal investment memorandum in
connection with the offer and sale of the Securities under state securities laws
and all expenses in connection with the qualification of the Securities for
offer and sale under state securities laws as provided in Section

6(b) hereof, including filing fees and the reasonable and documented fees and
disbursements of counsel for the Underwriter in connection with such
qualification and in connection with the Blue Sky or legal investment
memorandum, (iv) all filing fees and the reasonable and documented fees and
disbursements of counsel to the Underwriter incurred in connection with the
review and qualification of the offering of the Securities by the Financial
Industry Regulatory Authority, Inc., (v) any fees charged by the rating agencies
for the rating of the Securities, (vi) the cost of the preparation, issuance and
delivery of the Securities, (vii) the fees and expenses of any Trustee and any
agent of any Trustee and the reasonable fees and disbursements of counsel for
any Trustee in connection with any Indenture and the Securities, (viii) the
costs and expenses of the Bank relating to investor presentations on any “road
show” undertaken in connection with the marketing of the offering of the
Securities, including, without limitation, expenses associated with the
preparation or dissemination of any electronic road show, expenses associated
with the production of road show slides and graphics, fees and expenses of any
consultants engaged in connection with the road show presentations with the
prior approval of the Bank, and travel and lodging expenses of the
representatives and officers of the Bank and any such consultants (ix) the
document production charges and expenses associated with printing this
Agreement, (x) the services of Ernst & Young LLP, (xi) the services of Mayer
Brown LLP and Blake, Cassels & Graydon LLP and (xii) all other costs and
expenses incident to the performance of the obligations of the Bank hereunder
for which provision is not otherwise made in this Section. It is understood,
however, that, except as provided in this Section, Section 8 entitled “Indemnity
and Contribution,” and the last paragraph of Section 10 below, the Underwriter
will pay all of its own costs and expenses including, transfer taxes payable on
resale of any of the Securities by them, any advertising expenses connected with
any offers they may make and the fees and disbursements of their counsel.

(j)

During the period beginning on the date hereof and continuing to and
including the Closing Date, not to offer, sell, contract to sell or otherwise
dispose of in the United States any debt securities of the Bank or warrants to
purchase or otherwise acquire debt securities of the Bank substantially similar
to the Securities (other than (i) the Securities, (ii) commercial paper or
Yankee certificates of deposit with a maturity of no more than 12 months issued
in the ordinary course of business or (iii) securities or warrants permitted
with the prior written consent of the Underwriter).

(k)

[Reserved.]

(l)

The Bank will not take, directly or indirectly, any action designed to cause
or result in, or that might cause or result in, stabilization or manipulation of
the price of the Securities to facilitate the sale or resale of the Securities.

7.

Covenants of the Underwriter. (a) The Underwriter represents and
warrants to, and agrees with, the Bank that it has not made, and will not make,
any offer relating to the Securities that would constitute a free writing
prospectus without the prior consent of the Bank (such consent not to be
unreasonably withheld).

(b)

The Underwriter (i) represents that it has not offered or sold, directly or
indirectly, and agrees that it will not, directly or indirectly, offer, sell or
deliver, any of the Securities in or from Canada or to any resident of Canada
without the consent of the Bank and (ii) agrees that it will include a
comparable provision to clause (i) above of this Section 7(b) in any
sub-underwriting, banking group or selling group agreement or similar
arrangement with respect to the Securities that may be entered into by the
Underwriter.

8.

Indemnity and Contribution. (a) The Bank agrees to indemnify and
hold harmless the Underwriter, each person, if any, who controls the Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, each affiliate of the Underwriter within the meaning of Rule
405 under the Securities Act and any agent of the Underwriter from and against
any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by or based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, the Base Prospectuses, the
Pricing Disclosure Package, any issuer free writing prospectus or road show,
each as defined in Rule 433(h) under the Securities Act, and, in the case of a
road show, as identified on Schedule V hereto, any Bank information that the
Bank has filed, or is required to file, pursuant to Rule 433(d) under the
Securities Act or the Prospectuses or any amendment or supplement thereto, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Underwriter furnished to the
Bank in writing by the Underwriter through the Underwriter expressly for use
therein.

(b)

The Underwriter agrees to indemnify and hold harmless the Bank, its
directors, its officers who sign the Registration Statement and each person, if
any, who controls the Bank within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Bank to the Underwriter, but only with reference to
information relating to the Underwriter furnished to the Bank in writing by the
Underwriter expressly for use in the Registration Statement or any amendment
thereof, the Base Prospectuses, the Pricing Disclosure Package, the
Prospectuses, any issuer free writing prospectus or road show, each as defined
in Rule 433(h) under the Securities Act, and, in the case of a road show, as
identified on Schedule V hereto, or any amendment or supplement thereto.

(c)

In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to Section 8(a) or 8(b), such person (the “indemnified
party“) shall promptly notify the person against whom such indemnity
may be sought (the “indemnifying party“) in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding;
provided, however, that the failure to so notify the indemnifying party
will not relieve it from any liability which it may have under this Section 8
except to the extent it has been prejudiced in any material respect by such
failure or from any liability which it may have to an indemnified party
otherwise under this Section 8. In any such proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel, (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them,
including that the Underwriter has been advised by counsel that there may be one
or more legal defenses available to the Underwriter which are different from or
additional to those available to the Bank and in the judgment of such counsel it
is advisable for the Underwriter to employ separate counsel or (iii) the Bank
has failed to assume the defense of such action and employ counsel satisfactory
to the Underwriter, in which event the fees and expenses of such separate
counsel will be paid by the Bank. It is understood that the indemnifying party
shall not, except as noted in the preceding sentence, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by the Underwriter,
in the case of parties indemnified pursuant to Section 8(a), and by the Bank, in
the case of parties indemnified pursuant to Section 8(b). The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent (which consent will not be unreasonably withheld), but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall

not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

(d)

To the extent the indemnification provided for in Section 8(a) or Section
8(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Bank on the one hand and the Underwriter on the other
hand from the offering of the Securities or (ii) if the allocation provided by
clause 8(d)(i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Bank on the one hand and of the
Underwriter on the other hand in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the
Bank on the one hand and the Underwriter on the other hand in connection with
the offering of the Securities shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Securities (before
deducting expenses) received by the Bank and the total underwriting discounts
and commissions received by the Underwriter bear to the aggregate initial public
offering price of the Securities as set forth in the Prospectus. The relative
fault of the Bank on the one hand and the Underwriter on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Bank or by the
Underwriter and the parties153 relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

(e)

The Bank and the Underwriter agree that it would not be just or equitable if
contribution pursuant to Section 8(d) were determined by pro rata
allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in Section 8(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in Section 8(d) shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim which is subject to Section 8(d). Notwithstanding the provisions
of Section 8(d), the

(f)

The indemnity and contribution provisions contained in this Section 8 and the
representations, warranties and other statements of the Bank contained in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Underwriter, any person controlling the Underwriter or any affiliate of
the Underwriter or by or on behalf of the Bank, its officers or directors or any
person controlling the Bank and (iii) acceptance of and payment for any of the
Securities.

9.

Termination. (a) The Underwriter may terminate this Agreement by
notice given by the Underwriter to the Bank, if after the execution and delivery
of this Agreement and prior to the Time of Delivery (i) trading generally shall
have been suspended or materially limited on, or by, as the case may be, any of
the New York Stock Exchange or the Toronto Stock Exchange, (ii) trading of any
securities of the Bank shall have been suspended or materially limited on any
exchange or in any over-the-counter market, (iii) a material disruption in
securities settlement, payment or clearance services in the United States or
Canada shall have occurred, (iv) any moratorium on commercial banking activities
shall have been declared by Federal or New York State, Canadian federal or
Ontario provincial authorities, (v) there shall have occurred any outbreak or
escalation of hostilities involving the United States or Canada or there shall
have been a declaration of a national emergency or war by the United States or
Canada, or (vi) any material adverse change in financial markets in the United
States or Canada should be such as to make it, in the judgment of the
Underwriter, impracticable or inadvisable to proceed with the offer, sale or
delivery of the Securities on the terms and in the manner contemplated in the
Pricing Disclosure Package or the Prospectuses. Any termination of this
Agreement pursuant to this Section 9 will be without liability on the part of
the Bank or the Underwriter, except as otherwise provided in Sections 6(j) and 8
hereof.

(b)

If the sale of the Securities provided for herein is not consummated by
reason of acts of the Bank or changes in circumstances of the Bank pursuant to
this Section 9 which prevent this Agreement from becoming effective, or by
reason of any failure, refusal or inability on the part of the Bank to perform
any agreement on its part to be performed or because any other condition of the
Underwriter153s obligations hereunder is not fulfilled or if the Underwriter
declines to purchase the

10.

Effectiveness; Defaulting Underwriter. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto.

11.

Entire Agreement. (a) This Agreement, together with any
contemporaneous written agreements and any prior written agreements (to the
extent not superseded by this Agreement) that relate to the offering of the
Securities, represents the entire agreement between the Bank and the Underwriter
with respect to the preparation of any Pricing Disclosure Package, the
Prospectuses, the conduct of the offering, and the purchase and sale of the
Securities.

(b)

The Bank acknowledges that in connection with the offering of the Securities,
notwithstanding any preexisting relationship, advisory or otherwise, between the
parties or any oral representations or assurances previously or subsequently
made by the Underwriter: (i) no fiduciary or agency relationship between the
Bank and any other person, on the one hand, and the Underwriter, on the other
hand, exists (except to the extent disclosed in the Registration Statement, the
Pricing Disclosure Package and the Prospectuses); (ii) the Underwriter is not
acting as advisor, expert or otherwise, to the Bank, including, without
limitation, with respect to the determination of the public offering price of
the Securities, and such relationship between the Bank, on the one hand, and the
Underwriter, on the other hand, is entirely and solely a commercial
relationship, based on arms-length negotiations; (iii) the Underwriter owes the
Bank only those duties and obligations set forth in this Agreement and prior
written agreements (to the extent not superseded by this Agreement), if any, and
(iv) the Underwriter may have interests that differ from those of the Bank. The
Bank waives to the full extent permitted by applicable law any claims it may
have against the Underwriter arising from an alleged breach of fiduciary duty in
connection with the offering of the Securities.

12.

USA PATRIOT Act. In accordance with the requirements of the USA
PATRIOT Act, the Underwriter is required to obtain, verify and record
information that identifies its respective clients, including the Bank, which
information may include the name and address of their respective clients, as
well as other information that will allow the Underwriter to properly identify
their respective clients.

13.

Information Furnished by Underwriter. The Underwriter confirms that
the information appearing in the list of names of the Underwriters under the
caption “Underwriting” in the Pricing Disclosure Package and in the Prospectuses
and the statements in the eighth and ninth paragraphs under the caption
“Underwriting” in the Pricing Disclosure Package and in the Prospectuses,
constitute the only written information furnished to the Bank by the Underwriter
on behalf of the Underwriter.

14.

Research Analyst Independence. The Bank acknowledges that the
Underwriter153s research analysts and research department are required to be
independent from its respective investment banking divisions and are subject to
certain regulations and internal policies, and that the Underwriter153s research
analysts may hold views and make statements or investment recommendations and/or
publish research reports with respect to the Bank and/or the offering of the
Securities that differ from the views of their respective investment banking
divisions. The Bank hereby waives and releases, to the fullest extent permitted
by law, any claims that the Bank may have against the Underwriter with respect
to any conflict of interest that may arise from the fact that the views
expressed by its independent research analysts and research departments may be
different from or inconsistent with the views or advice communicated to the Bank
by the Underwriter153s investment banking division. The Bank acknowledges that the
Underwriter is a full service securities firm and as such from time to time,
subject to applicable securities laws, may effect transactions for its own
account or the account of its customers and hold long or short positions in debt
or equity securities of the companies that may be the subject of the
transactions contemplated by this Agreement.

15.

Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

16.

Applicable Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

17.

Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

18.

Notices. All communications hereunder shall be in writing and
effective only upon receipt and if to the Underwriter shall be delivered, mailed
or sent to the Underwriter at the address set forth in Schedule I hereto; and if
to the Bank shall be delivered, mailed or sent to the address set forth in
Schedule I hereto.

19.

Submission to Jurisdiction; Appointment of Agent for Service. (a)
The Bank irrevocably submits to the non-exclusive jurisdiction of any New
York State or United States Federal court sitting in The City of New York over
any suit, action or proceeding arising out of or relating to this Agreement, the
Prospectuses, the Registration Statement, or the transactions contemplated
hereby or thereby. The Bank irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of venue
of any such suit, action or proceeding brought in such a court and any claim
that any such suit, action or proceeding brought in such a court has been
brought in an inconvenient forum. To the extent that the Bank has or hereafter
may acquire any immunity (on the grounds of sovereignty or otherwise) from the
jurisdiction of any court or from any legal process with respect to itself or
its property, the Bank irrevocably waives, to the fullest extent permitted by
law, such immunity in respect of any such suit, action or proceeding.

(b)

The Bank hereby irrevocably appoints Michael G. Capatides of Canadian
Imperial Bank of Commerce, with offices at 425 Lexington Avenue, 3rd Floor, New
York, NY 10017 as its agent for service of process in any suit, action or
proceeding described in the preceding paragraph and agrees that service of
process in any such suit, action or proceeding may be made upon it at the office
of such agent. The Bank waives, to the fullest extent permitted by law, any
other requirements of or objections to personal jurisdiction with respect
thereto. The Bank represents and warrants that such agent has agreed to act as
the Bank153s agent for service of process, and the Bank agrees to take any and all
action, including the filing of any and all documents and instruments, that may
be necessary to continue such appointment in full force and effect.

20.

Judgment Currency. If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due hereunder into any currency
other than United States dollars, the parties hereto agree, to the fullest
extent permitted by law, that the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Underwriter could
purchase United States dollars with such other currency in The City of New York
on the business day preceding that on which final judgment is given. The
obligation of the Bank with respect to any sum due from it to the Underwriter or
any person controlling the Underwriter shall, notwithstanding any judgment in a
currency other than United States dollars, not be discharged until the first
business day following receipt by the Underwriter or controlling person of any
sum in such other currency, and only to the extent that the Underwriter or
controlling person may in accordance with normal banking procedures purchase
United States dollars with such other currency. If the United States dollars so
purchased are less than the sum originally due to the Underwriter or controlling

Very truly yours,

CANADIAN IMPERIAL BANK OF

COMMERCE

By:

/s/ David G. Dickinson

Name: David G. Dickinson

Title: Vice President

Accepted as of the date hereof

BARCLAYS CAPITAL INC.

By:

Barclays Capital Inc.

By:

/s/ Monica Hanson

Name: Monica Hanson

Title: Managing Director

Underwriter:

Barclays Capital Inc.

Indenture:

Indenture, dated as of September 14, 2010, between the Bank and the Trustee.

Trustee:

The Bank of New York Mellon

Registration Statement File No.:

333-168062

Pricing Disclosure Package:

Prospectus dated July 14, 2010, relating to the Shelf Securities.

The free writing prospectus attached hereto as Schedule IV, filed by the Bank
on October 14, 2011, under Rule 433(d) of the Securities Act.

Securities to be Purchased:

US$450,000,000 2.350% Senior Notes due 2015 (the
“Securities“)

Aggregate Principal Amount:

US$450,000,000

Purchase Price:

100.222% of the principal amount of the Securities plus accrued interest from
June 11, 2011 (US$3,818,750, assuming a closing of October 21, 2011)

Maturity:

December 11, 2015

Interest Rate:

2.350% per annum, accruing from October 21, 2011

Interest Payment Dates:

June 11 and December 11 commencing on and from December 11, 2011

Day Count Convention:

30/360

“Business Day” definition:

Any day other than a Saturday or Sunday that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law or
regulation to close in The City of New York, New York or Toronto, Ontario

Closing Date and Time:

October 21, 2011 9:00 a.m.

Closing Location:

Skadden, Arps, Slate, Meagher & Flom LLP

222 Bay Street

Suite 1750

Toronto, Ontario M5K 1J5

Address for Notices to

Underwriter:

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Facsimile: (646) 834-8133

Attention: Syndicated Registration

with a copy to

Skadden, Arps, Slate, Meagher & Flom LLP

222 Bay Street

Suite 1750, P.O. Box 258

Toronto, Ontario M5K 1J5

Facsimile: (416) 777-4747

Attention: Christopher W. Morgan

Address for Notices to the Bank:

Canadian Imperial Bank of Commerce

Commerce Court

Toronto, Ontario M5L 1A2

Facsimile: (416) 980-7012

Attention: The Corporate Secretary

with a copy to

Blake, Cassels & Graydon LLP

199 Bay Street

Suite 2800, Commerce Court

Toronto, Ontario M5L 1A9

Facsimile: (416) 863-2653

Attention: Ernest D. McNee

and

Mayer Brown LLP

71 S. Wacker Dr.

Chicago, Illinois 60606

Facsimile: (312) 706-8106

Attention: Edward S. Best

Underwriter

Principal Amount of Senior Notes

Barclays Capital Inc.

US$450,000,000

Total

US$450,000,000

Name of Significant

Subsidiary

Jurisdiction of

Incorporation of Significant

Subsidiary

Percentage of Direct or Indirect

Ownership of each Significant

Subsidiary by the Bank

CIBC Holdings

(Cayman) Limited

Cayman Islands

100%

CIBC World Markets

Inc.

Ontario, Canada

100%

Issuer:

Canadian Imperial Bank of Commerce (the “Bank”)

Title of Securities:

2.350% Senior Notes due 2015 (the “Securities”)

Format:

SEC Registered

Aggregate Principal Amount Offered:

Re-opening = US$450,000,000 [total issue size = US$1,450,000,000]

Maturity Date:

December 11, 2015

Price to Public:

100.222% plus accrued interest from June 11, 2011 (US$3,818,750, assuming a
closing of October 21, 2011)

Coupon (Interest Rate):

2.350%

Re-offer Yield:

2.293%

Spread to Benchmark Treasury:

T + 120 basis points

Benchmark Treasury:

1.00% due 09/30/16

Benchmark Treasury Yield:

1.093% (1.00% due 09/30/16)

Interest Payment Dates:

June 11 and December 11 of each year

Pricing Date:

October 14, 2011

Settlement Date:

October 21, 2011 (We expect that delivery of the Securities will be made
against payment therefor on or about October 21, 2011, which is five business
days following the date of pricing of the Securities (this settlement cycle
being referred to as T+5). Under Rule 15c6-1 of the Exchange Act, trades in the
secondary market generally are required to settle in three business days, unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade their Securities on the date of pricing or the next succeeding
business day will

be required, by virtue of the fact that the Securities initially will settle
in T+5, to specify an alternate settlement cycle at the time of any such trade
to prevent a failed settlement. Purchasers of Securities who wish to trade their
Securities on the date of pricing or the next succeeding business day should
consult their own advisor.)

Underwriting Discount:

0.30%

Proceeds to the Bank, before expenses:

US$449,649,000 (excluding accrued)

Use of Proceeds:

The net proceeds from this offering will be added to the Bank153s funds and
will be used for general corporate purposes.

Other:

The terms of the Securities are set forth in the Bank153s base shelf
prospectus, dated July 14, 2010, as amended pursuant to the prospectus
supplement, dated December 6, 2010 (together with the base shelf prospectus, the
“accompanying Prospectus”), and as further amended pursuant to this term sheet.
A copy of the accompanying Prospectus is attached hereto as Schedule A.
This term sheet updates the information in the accompanying Prospectus. If
information in this term sheet is inconsistent with information in the
accompanying Prospectus, this term sheet will apply and will supersede that
information in the accompanying Prospectus.

The section in the accompanying Prospectus entitled “Material U.S. Federal
Income Tax Considerations” is updated by stating that the backup withholding
rate is currently 28% and by deleting the following sentence: “The tax rate for
long-term capital gains of non-corporate taxpayers is scheduled to increase for
taxable years beginning on or after January 1, 2011.”

CUSIP:

136069DS7

ISIN:

US136069DS70

Underwriter:

Barclays Capital Inc. is acting as sole underwriter in connection with the
offering of the Securities.

(a)

an action to enforce the New York Judgment must be commenced in an Ontario
Court within any applicable limitation period;

(b)

an Ontario Court has discretion to stay or decline to hear an action on the
New York Judgment if such judgment is under appeal, or there is another
subsisting judgment in any jurisdiction relating to the same cause of action;

(c)

an Ontario Court will render judgment only in Canadian dollars; and

(d)

an action in an Ontario Court on the New York Judgment may be affected by
bankruptcy, insolvency or laws affecting the enforcement of creditors153 rights
generally;

(i)

the New York Judgment was obtained by fraud or in a manner contrary to the
principles of natural justice;

(ii)

the New York Judgment is for a claim which would be characterized as based
directly or indirectly on foreign revenue, expropriatory, or penal, or other
public law under Ontario Law;

(iii)

the enforcement of the New York Judgment is contrary to or inconsistent with
public policy, as such term is interpreted under Ontario law (“Public Policy”)
or to an order made by the Attorney General of Canada under the Foreign
Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the
Competition Act (Canada) in respect of certain judgments referred to in such
statutes; or

(iv)

the New York Judgment has been satisfied or is void or voidable under New
York Law.

(a)

The parties153 choice of New York Law is bona fide and legal and is not
contrary to Public Policy;

(b)

In any such proceeding, an Ontario Court:

(i)

will not take judicial notice of the provisions of New York Law but will only
apply such provisions if they are pleaded and proven by expert testimony;

(ii)

will apply Ontario Law to matters which would be characterized as procedural
under Ontario Law;

(iii)

will apply provisions of Ontario Law that have overriding effect;

(iv)

will not apply any New York Law if its application would be contrary to
Public Policy;

(v)

will not apply any New York Law if such application would be characterized
under Ontario Law as the direct or indirect enforcement of a foreign revenue,
expropriatory, penal or other public law; and

(vi)

will not enforce the performance of any obligation that is illegal under the
laws of any jurisdiction in which the obligation is to be performed; and

(c)

an Ontario Court has discretion to decline to hear an action if: (i) it is
contrary to Public Policy; (ii) it is not the proper forum to hear such an
action; or (iii) another action is properly pending before, or a decision has
been rendered by, a foreign authority relating to the same cause of action.