{"id":43958,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-canadian-imperial-bank-of-commerce.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-canadian-imperial-bank-of-commerce","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-canadian-imperial-bank-of-commerce.html","title":{"rendered":"Underwriting Agreement – Canadian Imperial Bank of Commerce"},"content":{"rendered":"

CANADIAN IMPERIAL BANK OF COMMERCE <\/strong><\/p>\n

DEBT SECURITIES <\/strong><\/p>\n

UNDERWRITING AGREEMENT <\/strong><\/p>\n

October 14, 2011 <\/strong><\/p>\n

\n

October 14, 2011<\/p>\n

To the Underwriter named in Schedule II hereto<\/p>\n

Ladies and Gentlemen:<\/p>\n

Canadian Imperial Bank of Commerce, a Canadian bank chartered under the
\nBank Act <\/em>(Canada) (the “Bank<\/strong>“), proposes to issue and
\nsell to the underwriter named in Schedule II hereto (the
\n“Underwriter<\/strong>“) US$450,000,000 aggregate principal amount of its
\nre-opened 2.350% Senior Notes due 2015 (the “Securities<\/strong>“), as
\nset forth in Schedule I hereto, to be issued pursuant to the provisions of an
\nindenture, dated as of September 14, 2010 (the “Indenture<\/strong>“),
\nbetween the Bank and The Bank of New York Mellon, as trustee (the
\n“Trustee<\/strong>“).<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Representations, Warranties and Agreements of the Bank<\/em>. The Bank
\nrepresents and warrants to, and agrees with, the Underwriter that:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Bank meets the requirements under the Securities Act <\/em>(Ontario)
\nand the rules, regulations and national, multijurisdictional or local
\ninstruments and published policy statements applicable in the Province of
\nOntario, including the rules and procedures established pursuant to National
\nInstrument 44-101 : Short Form Prospectus Distributions <\/em>and National
\nInstrument 44-102 : Shelf Distributions <\/em>(the “Shelf
\nProcedures<\/strong>“), for the distribution of the Securities in the Province of
\nOntario pursuant to a final short form shelf prospectus (collectively, the
\n“Ontario Securities Laws<\/strong>“); a final short form base shelf
\nprospectus in respect of up to US$8,000,000,000 aggregate initial offering
\namount of debt securities of the Bank (the “Shelf Securities<\/strong>“)
\nhas been filed with the Ontario Securities Commission (the “Reviewing
\nAuthority<\/strong>“) as the review jurisdiction under National Instrument 44-101
\nin respect of the offering of the Securities; a receipt has been obtained from
\nthe Reviewing Authority in respect of such final short form base shelf
\nprospectus in the form heretofore delivered to the Underwriter (together with
\nall documents filed in connection therewith and all documents incorporated by
\nreference therein); no other document pertaining to such final short form base
\nshelf prospectus or document incorporated by reference therein has been filed
\nwith the Reviewing Authority except for any documents heretofore delivered to
\nthe Underwriter; no order having the effect of ceasing or suspending the
\ndistribution of the Shelf Securities (including the Securities) has been issued
\nby the Reviewing Authority and no proceeding for that purpose has been initiated
\nor, to the knowledge of the Bank, threatened by the Reviewing Authority (the
\nfinal short form base shelf prospectus, as most recently amended, if applicable,
\nincluding the documents incorporated by reference therein, filed with the
\nReviewing Authority on or before the date of this Agreement for which a receipt
\nhas been obtained being hereinafter called the “Canadian Base
\nProspectus<\/strong>“); the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1<\/p>\n

\n\n\n\n
<\/td>\n\n

final prospectus supplement relating to the offering of the Securities, to be
\nfiled with the Reviewing Authority in accordance with the Ontario Securities
\nLaws and in accordance with Section 6(a) hereof, together with the Canadian Base
\nProspectus, is hereinafter called the “Canadian Prospectus<\/strong>“. As
\nused herein, the terms “Canadian Base Prospectus,” and “Canadian Prospectus”
\nshall include the documents, if any, incorporated by reference therein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Bank meets the general eligibility requirements for use of Form F-9 under
\nthe U.S. Securities Act of 1933, as amended (the “Securities
\nAct<\/strong>“). The Bank has filed with the Securities and Exchange Commission
\n(the “Commission<\/strong>“) a registration statement on Form F-9 (File
\nNo. 333- 168062), as amended, providing for the registration of the Shelf
\nSecurities under the Securities Act and an appointment of agent for service of
\nprocess on Form F-X (the “Form F-X<\/strong>“) relating to the
\nregistration statement. The Bank has caused the Trustee to prepare and file with
\nthe Commission a Form T-1 Statement of Eligibility and Qualification of the
\nTrustee (the “Form T-1<\/strong>“) under the Trust Indenture Act of 1939,
\nas amended (the “Trust Indenture Act<\/strong>“); there are no reports or
\nother information that, in accordance with the requirements of the Reviewing
\nAuthority, must be made publicly available in connection with the offering of
\nthe Securities that have not been made publicly available as required; there are
\nno documents required to be filed with the Reviewing Authority in connection
\nwith the Prospectuses (as defined below) that have not been filed as required;
\nthere are no contracts, documents or other materials required to be described or
\nreferred to in the Registration Statement or the Prospectuses or to be filed or
\nincorporated by reference as exhibits to the Registration Statement that are not
\ndescribed, referred to or filed or incorporated by reference as required and, in
\nthe case of those documents filed, delivered to the Underwriter. The
\nregistration statement as amended as of the Effective Date (as defined below),
\nincluding the prospectus constituting a part thereof, all exhibits thereto (but
\nexcluding the Form T-1) and the documents incorporated by reference therein at
\nthe time such registration statement became effective, is hereinafter called the
\n“Registration Statement<\/strong>“; “Effective Date<\/strong>”
\nmeans any date to which any part of the Registration Statement or any
\npost-effective amendment relating to the Securities became, or is deemed to have
\nbecome, effective under the Securities Act for purposes of liability under
\nSection 11 of the Securities Act of the Underwriter with respect to the
\noffering, including in accordance with the rules and regulations of the
\nSecurities and Exchange Commission (the “Commission<\/strong>“); the base
\nprospectus relating to the Shelf Securities filed as part of the Registration
\nStatement, including the documents incorporated by reference therein, in the
\nform in which it has most recently been filed with the Commission on or prior to
\nthe date of this Agreement, is hereinafter called the “Base
\nProspectus<\/strong>“; the term sheet, the form of which is set forth in Schedule
\nIV hereto and including as Schedule A the final prospectus supplement relating
\nto the Securities, dated December 6, 2010, and the other free writing
\nprospectuses, if any, each identified in Schedule I hereto, is hereinafter
\nreferred to as the “Pricing Disclosure Package<\/strong>“. For purposes
\nof this Agreement, “free writing prospectus<\/strong>” has the meaning
\nset forth in Rule 405 under the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n\n\n\n
<\/td>\n\n

Securities Act, and “Prospectus<\/strong>” means the final prospectus
\nsupplement relating to the offering of the Securities that discloses the public
\noffering price and other final terms of the Securities, together with the Base
\nProspectus, to be filed with the Commission pursuant to General Instruction II.K
\nof Form F-9 in accordance with Section 6(a) hereof. As used herein, the terms
\n“Base Prospectus<\/strong>,” “Pricing Disclosure
\nPackage<\/strong>” and “Prospectus<\/strong>” shall include the documents,
\nif any, incorporated by reference therein as of the relevant time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Terms “supplement<\/strong>,” “amendment<\/strong>,” and
\n“amend<\/strong>” as used herein with respect to the Registration
\nStatement, the Canadian Base Prospectus, the Canadian Prospectus, the Base
\nProspectus, the Pricing Disclosure Package, the Prospectus or any free writing
\nprospectus shall include any document subsequently filed by the Bank pursuant to
\nOntario Securities Laws or the Securities Exchange Act of 1934, as amended (the
\n“Exchange Act<\/strong>“), as the case may be, that is deemed to be
\nincorporated by reference therein. As used herein, “Base
\nProspectuses<\/strong>” shall mean, collectively, the Canadian Base Prospectus
\nand the Base Prospectus; and “Prospectuses<\/strong>” shall mean,
\ncollectively, the Canadian Prospectus and the Prospectus.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Each document filed or to be filed with the Reviewing Authority and
\nincorporated by reference in the Canadian Prospectus, as amended or
\nsupplemented, if applicable, when such documents were or are filed with the
\nReviewing Authority, fully complied or will comply when so filed in all material
\nrespects with the requirements of the Canadian securities laws pursuant to which
\nit was filed and all the information and statements contained therein are true
\nand correct in all material respects and contain no misrepresentation (as
\ndefined in applicable Canadian securities laws) and no material fact or
\ninformation has been omitted therefrom which is necessary to make the statements
\ncontained therein not misleading in light of the circumstances in which they
\nwere made; each document, if any, filed or to be filed pursuant to the Exchange
\nAct and incorporated by reference in the Pricing Disclosure Package or the
\nProspectus, as amended or supplemented, as applicable, complied or will comply
\nwhen so filed in all material respects with the requirements of the Exchange Act
\nand the applicable rules and regulations of the Commission thereunder, and none
\nof such documents, as of its respective date, contained or will contain any
\nuntrue statement of a material fact or omitted or will omit to state a material
\nfact required to be stated therein or necessary to make the statements therein,
\nin the light of the circumstances under which they were made, not misleading.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The Canadian Base Prospectus conforms, and the Canadian Prospectus, as
\namended or supplemented, if applicable, will conform, in all material respects
\nwith the applicable requirements of Ontario Securities Laws; the Canadian
\nProspectus, as amended or supplemented, if applicable, as of its filing date and
\nas of the Closing Date (as defined in Section 4 hereof), will not, contain any
\nuntrue statement of a material fact or omit to state a material fact necessary
\nto make the statements therein, in the light of the circumstances under which
\nthey were made,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n
<\/td>\n\n

not misleading; and the Canadian Prospectus, as amended or supplemented, if
\napplicable, as of its filing date and as of the Closing Date, will constitute,
\nfull, true and plain disclosure of all material facts relating to the Securities
\nand the Bank within the meaning of the Securities Act (Ontario); provided,
\nhowever<\/em>, that this representation and warranty shall not apply to any
\nstatements or omissions contained in the Canadian Prospectus, as amended or
\nsupplemented, if applicable, made in reliance upon and in conformity with
\ninformation relating to the Underwriter furnished to the Bank in writing by the
\nUnderwriter expressly for use therein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The Registration Statement has become effective; no stop order suspending the
\neffectiveness of the Registration Statement or preventing or suspending the use
\nof any free writing prospectus or the Prospectus is in effect, and no
\nproceedings for such purpose or pursuant to Section 8A of the Securities Act
\nagainst the Bank or related to the offering are pending before, or to the
\nknowledge of the Bank, threatened by the Commission.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

(i) Each part of the Registration Statement, when such part became effective,
\ndid not contain, and each such part, as amended or supplemented, if applicable,
\nwill not contain any untrue statement of a material fact or omit to state a
\nmaterial fact required to be stated therein or necessary to make the statements
\ntherein not misleading, (ii) the Registration Statement, as of the Effective
\nDate, the Pricing Disclosure Package as of the Time of Sale (which shall be
\ndefined to be 2:30 p.m. on the date hereof), conformed, and the Prospectus, as
\nof the date of the final prospectus supplement specifically relating to the
\nSecurities, and as amended or supplemented on or prior to the Closing Date (as
\ndefined in Section 4), if applicable, will conform, in all material respects
\nwith the Securities Act and the applicable rules and regulations of the
\nCommission thereunder, (iii) the Pricing Disclosure Package, as of the Time of
\nSale, did not, and at the Closing Date, the Pricing Disclosure Package, as then
\namended or supplemented by the Bank, if applicable, will not, contain any untrue
\nstatement of a material fact or omit to state a material fact necessary to make
\nthe statements therein, in the light of the circumstances under which they were
\nmade, not misleading, (iv) each “issuer free writing prospectus” and “road
\nshow”, each as defined in Rule 433(h) of the Securities Act, if any, when
\nconsidered together with the Pricing Disclosure Package, does not contain any
\nuntrue statement of a material fact or omit to state a material fact necessary
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading and (v) the Prospectus, as amended or
\nsupplemented, if applicable, as of the date of the final prospectus specifically
\nrelating to the Securities and as of the Closing Date, will not contain any
\nuntrue statement of a material fact or omit to state a material fact necessary
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading, except that the representations and warranties
\nset forth in this paragraph do not apply to (A) any statements or omissions made
\nin reliance upon and in conformity with information relating to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n
<\/td>\n\n

the Underwriter furnished to the Bank in writing by the Underwriter expressly
\nfor use in the Registration Statement, the Pricing Disclosure Package or the
\nProspectus, as amended or supplemented, if applicable, or (B) that part of the
\nRegistration Statement that constitutes the Form T-1. The Prospectus, as amended
\nor supplemented, if applicable, will conform as of its date and as of the
\nClosing Date to the Canadian Prospectus, as amended or supplemented, if
\napplicable, in each case except for such deletions therefrom and additions
\nthereto as are permitted or required by Form F-9 and the applicable rules and
\nregulations of the Commission. The Form F-X conforms in all material respects
\nwith the requirements of the Securities Act and the rules and regulations of the
\nCommission under the Securities Act.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

The Bank is not an “ineligible issuer” (as defined in Rule 405 of the rules
\nand regulations of the Commission) in connection with the offering pursuant to
\nRules 164, 405 and 433 under the Securities Act. Any free writing prospectus
\nthat the Bank is required to file pursuant to Rule 433(d) under the Securities
\nAct has been, or will be, filed with the Commission in accordance with the
\nrequirements of the Securities Act and the applicable rules and regulations of
\nthe Commission thereunder. Each free writing prospectus that the Bank has filed,
\nor is required to file, pursuant to Rule 433(d) under the Securities Act or that
\nwas prepared by or on behalf of or used or referred to by the Bank complies or
\nwill comply in all material respects with the requirements of the Securities Act
\nand the applicable rules and regulations of the Commission thereunder. Except
\nfor the Pricing Disclosure Package, and electronic road shows, if any, each
\nfurnished to the Underwriter before first use, the Bank has not used or referred
\nto, and will not, without the prior consent of the Underwriter (such consent not
\nto be unreasonably withheld), use or refer to, any free writing prospectus.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

The Bank is a bank incorporated under and governed by the Bank Act (Canada)
\n(the “Bank Act<\/strong>“) and has been duly organized and is validly
\nexisting and in good standing as a bank listed on Schedule I to the Bank Act, is
\nduly qualified to carry on its business in each jurisdiction in which the
\nconduct of its business or the ownership, leasing or operation of its property
\nand assets requires such qualification except to the extent that the failure to
\nso qualify or be in good standing would not, individually or in the aggregate,
\nreasonably be expected to have, a material adverse effect on the condition,
\nfinancial or otherwise, or the results of operations or business of the Bank and
\nits subsidiaries, taken as a whole (a “Material Adverse
\nEffect<\/strong>“) and has all requisite power and authority (corporate and
\nother) to conduct its businesses and to own, lease and operate its properties
\nand assets as described in the Pricing Disclosure Package, except where failure
\nto do so would not reasonably be expected to have a Material Adverse Effect, and
\nto execute, deliver and perform its obligations under this Agreement, the
\nIndenture or to issue, sell and deliver the Securities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

The Bank (i) is a “reporting issuer” in the Province of Ontario and is not on
\nthe list of defaulting issuers maintained by the Ontario Securities Commission
\nand (ii) is subject to the reporting obligations of the Exchange Act.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

Each “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X
\nunder the Securities Act) (the “Significant Subsidiaries<\/strong>“) of
\nthe Bank has been duly incorporated and is validly existing and in good standing
\nunder the laws of the relevant jurisdiction set forth opposite its name in
\nColumn 2 in Schedule III to this Agreement, and each Significant Subsidiary is
\nduly qualified to carry on its business in each jurisdiction in which the
\nconduct of its business or the ownership, leasing or operation of its property
\nand assets requires such qualification, except where the failure to be so
\nqualified or be in good standing would not, individually or in the aggregate,
\nreasonably be expected to have a Material Adverse Effect, and has all requisite
\npower and authority (corporate and other) to conduct its business and to own,
\nlease and operate its properties and assets as described in the Pricing
\nDisclosure Package, except where failure to do so would not reasonably be
\nexpected to have a Material Adverse Effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

\n

Each of the Bank and its Significant Subsidiaries has conducted and is
\nconducting its business in compliance in all respects with all applicable laws,
\nrules and regulations of each jurisdiction in which its business is carried on
\nand holds all licenses, permits, approvals, consents, certificates,
\nregistrations and authorizations (whether governmental, regulatory or otherwise)
\nfrom the relevant regulatory or governmental authority in all such jurisdictions
\nin which the Bank or its Significant Subsidiaries conduct business, to enable
\nits business to be carried on as now conducted and its property and assets to be
\nowned, leased and operated, except in each case where the failure to be in such
\ncompliance or to hold such license, permit, approval, consent, certificate,
\nregistration or authorization would not, individually or in the aggregate,
\nreasonably be expected to have a Material Adverse Effect; and all such licenses,
\npermits, approvals, consents, certificates, registrations and authorizations are
\nin good standing and in effect, except where the failure to be in good standing
\nor in effect would not, individually or in the aggregate, reasonably be expected
\nto have a Material Adverse Effect, and none of the same contains any term,
\nprovision, condition or limitation which will have a Material Adverse Effect.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

\n

Neither the Bank nor any of its Significant Subsidiaries (i) is in violation
\nor breach of its certificate of incorporation, by-laws, partnership agreement or
\nother constitutive documents or (ii) is in default, and no event has occurred
\nthat, with notice or lapse of time or both, would constitute such a default, in
\nthe due performance or observance of any loan agreement, indenture, mortgage,
\ndeed of trust or other agreement or instrument to which it is a party or by
\nwhich it is bound, except in the case of clause (ii), to the extent any such
\ndefault would not, individually or in the aggregate, reasonably be expected to
\nhave a Material Adverse Effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n\n\n\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

\n

The execution and delivery by the Bank of this Agreement and the performance
\nby the Bank of its obligations under this Agreement, the Indenture and the
\nSecurities will not result in a breach of or default under, and will not create
\na state of facts which, after notice or lapse of time or both, will result in a
\nbreach or default under, and will not conflict with:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

any of the terms, conditions or provisions of the Bank Act or the by-laws of
\nthe Bank or the terms, conditions or provisions of the certificate of
\nincorporation, by-laws, partnership agreements or other constitutive documents
\nof its Significant Subsidiaries;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

any license, permit, approval, consent, certificate, registration or
\nauthorization (whether governmental, regulatory or otherwise) issued to the Bank
\nor any Significant Subsidiary or any agreement, indenture, mortgage, deed of
\ntrust, lease, document or instrument to which the Bank or any Significant
\nSubsidiary is a party or by which it is contractually bound at the Time of
\nDelivery (as defined herein), except for breaches or violations which would not,
\nindividually or in the aggregate, reasonably be expected to have a Material
\nAdverse Effect; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

any statute, regulation or rule applicable to the Bank or any Significant
\nSubsidiary, or any judgment, order or decree of any governmental body, agency or
\ncourt having jurisdiction over the Bank or any Significant Subsidiary, except
\nfor breaches or violations which would not, individually or in the aggregate,
\nreasonably be expected to have a Material Adverse Effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(n)<\/p>\n<\/td>\n

\n

The Bank has not filed any confidential material change report with any of
\nthe applicable Canadian securities commissions or similar regulatory
\nauthorities, the Toronto Stock Exchange or any other self-regulatory authority
\nwhich remains confidential.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(o)<\/p>\n<\/td>\n

\n

All of the issued shares of capital stock of each Significant Subsidiary are
\nvalidly authorized, issued and outstanding, are fully paid and non-assessable
\nand are owned directly or indirectly by the Bank, free and clear of all
\nmortgages, liens, charges, pledges, security interests, encumbrances, claims or
\ndemands whatsoever.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(p)<\/p>\n<\/td>\n

\n

This Agreement has been duly authorized, executed and delivered by the Bank.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

\n\n\n\n
<\/td>\n\n

(q)<\/p>\n<\/td>\n

\n

On or before the Time of Delivery, all actions required to be taken by or on
\nbehalf of the Bank, including the passing of all requisite resolutions of its
\ndirectors, will have occurred so as to validly authorize, issue and sell the
\nSecurities as contemplated by this Agreement, and duly, punctually and
\nfaithfully perform all the obligations to be performed by it under this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(r)<\/p>\n<\/td>\n

\n

No consent, approval, authorization or order of, or qualification with, any
\nrelevant regulatory or governmental authority having jurisdiction over the Bank
\nor any of its subsidiaries or any of their properties (“Governmental
\nAuthorization<\/strong>“) is required in connection with the issuance and sale of
\nthe Securities or the consummation by the Bank of the transactions contemplated
\nby this Agreement or the Indenture, except such as have been, or will have been
\nprior to the Time of Delivery, obtained under the laws of the provinces and
\nterritories of Canada, the Securities Act and the Trust Indenture Act and such
\nGovernmental Authorizations as may be required under state securities or blue
\nsky laws in connection with the purchase and distribution of the Securities by
\nthe Underwriter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(s)<\/p>\n<\/td>\n

\n

The Indenture has been duly qualified under the Trust Indenture Act and has
\nbeen duly authorized by the Bank and constitutes a legal, valid and binding
\nobligation of the Bank, enforceable in accordance with its terms, except as
\nenforcement thereof may be limited by bankruptcy, insolvency, fraudulent
\nconveyance, reorganization or similar laws relating to or affecting creditors153
\nrights generally and general principles of equity and subject to the
\nqualification that equitable remedies may only be granted in the discretion of a
\ncourt of competent jurisdiction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(t)<\/p>\n<\/td>\n

\n

The Securities have been duly authorized by the Bank and, when executed by
\nthe Bank and authenticated by the Trustee in accordance with the provisions of
\nthe Indenture and delivered to and paid for by the Underwriter in accordance
\nwith the terms of this Agreement, will constitute valid and binding obligations
\nof the Bank, enforceable in accordance with their terms, except as enforcement
\nthereof may be limited by bankruptcy, insolvency, fraudulent conveyance,
\nreorganization or similar laws relating to or affecting creditors153 rights
\ngenerally and general principles of equity and subject to the qualification that
\nequitable remedies may only be granted in the discretion of a court of competent
\njurisdiction, and the Securities will be entitled to the benefits of the
\nIndenture and the Securities conform, or will conform, to the description
\nthereof in the Pricing Disclosure Package.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(u)<\/p>\n<\/td>\n

\n

The consolidated financial statements of the Bank included or incorporated by
\nreference in the Pricing Disclosure Package, the Prospectuses and the
\nRegistration Statement, together with the related schedules and notes, present
\nfairly in all material respects the consolidated financial position of the Bank
\nand its subsidiaries at the dates indicated and the consolidated results of
\noperations and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

\n\n\n\n
<\/td>\n\n

the consolidated changes in financial position of the Bank and its
\nsubsidiaries for the periods specified; and such consolidated financial
\nstatements, together with the related schedules and notes, have been prepared in
\nconformity with Canadian generally accepted accounting principles, including the
\naccounting requirements of the Office of the Superintendent of Financial
\nInstitutions (Canada), consistently applied throughout the periods involved,
\nexcept as disclosed therein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

There is no action, suit, proceeding, inquiry or investigation before or
\nbrought by any court or any federal, provincial, state, municipal or other
\ngovernmental department, commission, board, agency or body, domestic or foreign,
\nnow pending, or, to the knowledge of the Bank, threatened against or affecting
\nthe Bank or any of its subsidiaries (i) other than proceedings described in all
\nmaterial respects in the Pricing Disclosure Package and proceedings that would
\nnot, individually or in the aggregate, reasonably be expected to have a Material
\nAdverse Effect or (ii) that is required to be described in the Registration
\nStatement or the Prospectuses and is not so described.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(w)<\/p>\n<\/td>\n

\n

Except as disclosed in the Pricing Disclosure Package, there are no
\ncontracts, agreements or understandings between the Bank and any person that
\nwould give rise to a valid claim against the Bank or the Underwriter for a
\nbrokerage commission, finder153s fee or other like payment in connection with the
\noffering of the Securities contemplated hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

\n

Except as set forth in the Pricing Disclosure Package, neither the Bank nor
\nany of the Bank153s subsidiaries is a party to any contract with or other
\nundertaking to, or is subject to any governmental order by, or is a recipient of
\nany presently applicable supervisory letter or other written communication of
\nany kind from, any governmental authority which reasonably would be expected to
\nhave a Material Adverse Effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(y)<\/p>\n<\/td>\n

\n

The Bank is not, and after giving effect to the offering and sale of the
\nSecurities and the application of the proceeds thereof as described under “Use
\nof Proceeds” in the Pricing Disclosure Package and the Prospectuses, will not
\nbe, required to register as an “investment company” as such term is defined in
\nthe Investment Company Act of 1940, as amended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(z)<\/p>\n<\/td>\n

\n

Ernst & Young LLP, which have certified certain financial statements of
\nthe Bank and its subsidiaries, and which have audited the Bank153s internal
\ncontrol over financial reporting and management153s assessment thereof, is an
\nindependent registered public accounting firm as required by the Securities Act
\nand the rules and regulations of the Commission and the rules and regulations of
\nthe Public Company Accounting Oversight Board.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n

\n\n\n\n
<\/td>\n\n

(aa)<\/p>\n<\/td>\n

\n

Neither the Bank nor any of its Significant Subsidiaries has taken, directly
\nor indirectly, any action designed to cause or result in, or which might cause
\nor result in, the stabilization or manipulation of the price of the Securities
\nto facilitate the sale or resale of the Securities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(bb)<\/p>\n<\/td>\n

\n

The Bank maintains a system of internal control over financial reporting (as
\nsuch term is defined in Rule 13a-15(f) under the Exchange Act) that has been
\ndesigned by the Bank153s principal executive officer and principal financial
\nofficer, or under their supervision, to provide reasonable assurance regarding
\nthe reliability of financial reporting and the preparation of financial
\nstatements for external purposes in accordance with generally accepted
\naccounting principles in Canada. The management of the Bank concluded that such
\ninternal control over financial reporting was effective as of October 31, 2010.
\nExcept as disclosed in the Pricing Disclosure Package, since October 31, 2010,
\nthere has been no change in the Bank153s internal control over financial reporting
\nthat has materially affected, or is reasonably likely to materially affect, the
\nBank153s internal control over financial reporting.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(cc)<\/p>\n<\/td>\n

\n

The Bank maintains disclosure controls and procedures (as such term is
\ndefined in Rule 13a-15(e) under the Exchange Act) that have been designed to
\nensure that material information relating to the Bank and its subsidiaries is
\nmade known to the Bank153s principal executive officer and principal financial
\nofficer by others within those entities. Based on the evaluation of these
\ndisclosure controls and procedures, the Bank153s Chief Executive Officer and Chief
\nFinancial Officer concluded that the Bank153s disclosure controls and procedures
\nwere effective as of July 31, 2011.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(dd)<\/p>\n<\/td>\n

\n

Neither the Bank nor any of its subsidiaries nor, to the knowledge of the
\nBank, any director, officer, agent or employee of the Bank or of any of its
\nsubsidiaries is aware of or has taken any action, directly or indirectly, that
\nwould result in a violation by such persons of the Foreign Corrupt Practices Act
\nof 1977, as amended, and the rules and regulations thereunder (the
\n“FCPA<\/strong>“) or the Corruption of Foreign Public Officials Act
\n(Canada) (the “CFPOA<\/strong>“); and the Bank and its subsidiaries have
\nconducted their businesses in compliance with the FCPA and the CFPOA and have
\ninstituted and maintain policies and procedures designed to ensure continued
\ncompliance therewith.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ee)<\/p>\n<\/td>\n

\n

The operations of the Bank and its subsidiaries are conducted and, to the
\nknowledge of the Bank, have been conducted in all material respects in
\ncompliance with the applicable anti-money laundering statutes of all
\njurisdictions to which the Bank or its subsidiaries are subject and the rules
\nand regulations thereunder, including the Bank Secrecy Act, as amended by Title
\nIII of the Uniting and Strengthening America by Providing Appropriate Tools
\nRequired to Intercept and Obstruct Terrorism Act of 2001 (the “USA
\nPATRIOT Act<\/strong>“)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p>\n

\n\n\n\n
<\/td>\n\n

(collectively, the “Anti-Money Laundering Laws<\/strong>“), and no
\naction, suit or proceeding by or before any court or governmental agency,
\nauthority or body or any arbitrator involving the Bank or any of its
\nsubsidiaries with respect to the Anti-Money Laundering Laws is pending or, to
\nthe best knowledge of the Bank, threatened.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ff)<\/p>\n<\/td>\n

\n

None of the Bank, any of its subsidiaries or, to the knowledge of the Bank,
\nany director, officer, agent or employee of the Bank or any of its subsidiaries
\nis an individual or entity (“Person<\/strong>“) that is currently the
\nsubject of any U.S. sanctions administered by the Office of Foreign Assets
\nControl of the U.S. Department of the Treasury (“OFAC-administered
\nsanctions<\/strong>“), nor is located, organized or resident in a country or
\nterritory that is the subject of OFAC-administered sanctions; and the Bank will
\nnot directly or indirectly use the proceeds of the offering of Securities
\nhereunder, or lend, contribute or otherwise make available such proceeds to any
\nsubsidiary, joint venture partner or other Person, to fund activities of or
\nbusiness with any Person, or in any country or territory, that at the time of
\nsuch funding or facilitation, is the subject of OFAC-administered sanctions, or
\nin a manner that would otherwise cause any Person (including any Person involved
\nin or facilitating the offering of the Securities, whether as underwriter,
\nadvisor, or otherwise) to violate any OFAC-administered sanctions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Agreements to Sell and Purchase.<\/em> The Bank hereby agrees to sell to
\nthe Underwriter, and the Underwriter, upon the basis of the representations and
\nwarranties herein contained, but subject to the conditions hereinafter stated,
\nagrees to purchase from the Bank the principal amount of Securities set forth in
\nSchedule II hereto opposite its name at the purchase price set forth in Schedule
\nI hereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Public Offering.<\/em> The Bank is advised by the Underwriter that the
\nSecurities are to be offered to the public upon the terms set forth in the
\nPricing Disclosure Package and the Prospectuses.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

Payment and Delivery.<\/em> Payment for the Securities shall be made to or
\nupon the order of the Bank by wire transfer payable in funds immediately
\navailable to an account specified by the Bank on the Closing Date and time set
\nforth in Schedule I hereto, or at such other time on the same or such other
\ndate, not later than the fifth business day thereafter, as may be reasonably
\ndesignated by the Underwriter in writing. The time and date of such payment are
\nherein referred to as the “Time of Delivery<\/strong>” and such date, the
\n“Closing Date<\/strong>.”<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

At the Time of Delivery, the Bank shall pay the Underwriter a fee (the
\n“Underwriter153s Fee<\/strong>“) equal to 0.30% of the aggregate principal
\namount of the Underwriter153s Securities. The parties agree that the Underwriter
\nshall set off the Underwriter153s Fee against a portion of the purchase price
\npayable to the Bank in an amount equal to the Underwriter153s Fee and payment by\n<\/p>\n

11<\/p>\n

\n\n\n\n
<\/td>\n\n

the Underwriter to the Bank in accordance with the above paragraph of the
\npurchase price net of the Underwriter153s Fees shall be full satisfaction of the
\nUnderwriter153s obligation to pay the purchase price for the Securities and of the
\nBank153s obligation to pay the Underwriter153s Fee. Delivery of the Securities shall
\nbe made to the Underwriter against payment by the Underwriter of the purchase
\nprice thereof. Delivery of the Securities shall be made through the facilities
\nof The Depository Trust Company unless the Underwriter shall otherwise instruct
\nand agree to with the Bank.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

Conditions to the Underwriter153s Obligations. <\/em>The obligations of the
\nUnderwriter are subject, in the discretion of the Underwriter, to the condition
\nthat all representations and warranties and other statements of the Bank in this
\nAgreement as at the date hereof and at, and as of, the Time of Delivery, are
\ntrue and correct, the condition that the Bank shall have performed all of its
\nobligations hereunder theretofore to be performed, and the following additional
\nconditions:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

(i) The Canadian Prospectus shall have been filed with the Reviewing
\nAuthority under the Shelf Procedures; (ii) the Prospectus shall have been filed
\nwith the Commission pursuant to General Instruction II.K. of Form F-9 under the
\nSecurities Act, in each case within the applicable time period prescribed for
\nsuch filing thereunder and in accordance with Section 6(a) hereof; (iii) no
\norder having the effect of ceasing or suspending the distribution of the
\nSecurities or stop order suspending the effectiveness of the Registration
\nStatement or any part thereof or having the effect of preventing or suspending
\nthe use of any prospectus relating to the Securities shall have been issued and
\nno proceeding for that purpose shall have been initiated or, to the knowledge of
\nthe Bank, threatened by the Reviewing Authority or the Commission; and (iv) all
\nrequests for additional information on the part of the Reviewing Authority or
\nthe Commission shall have been complied with to the Underwriter153s reasonable
\nsatisfaction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Subsequent to the execution and delivery of this Agreement and prior to the
\nTime of Delivery:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

there shall not have occurred any downgrading, nor shall any notice have been
\ngiven of any intended or potential downgrading or of any review for a possible
\nchange that does not indicate the direction of the possible change, in the
\nrating accorded any of the debt securities of the Bank or any of its Significant
\nSubsidiaries by any “nationally recognized statistical rating organization,” as
\nsuch term is used in relation to Rule 15c3-1(c)(2)(vi)(F) under the Exchange
\nAct; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

there shall not have occurred any change, or any development involving a
\nprospective change, in the condition, financial or otherwise, or in the
\nearnings, business or operations of the Bank and its subsidiaries, taken as a\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p>\n

\n\n\n\n
<\/td>\n\n

whole, from that set forth in the Pricing Disclosure Package that, in the
\njudgment of the Underwriter, is material and adverse and that makes it, in the
\njudgment of the Underwriter, impracticable to market the Securities on the terms
\nand in the manner contemplated in the Pricing Disclosure Package.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Underwriter shall have received on the Closing Date a certificate, dated
\nthe Closing Date and signed by an officer of the Bank, in his or her capacity as
\nsuch officer only, to the effect set forth in Section 5(a)(iii) and Section
\n5(b)(i) above and to the effect that the representations and warranties of the
\nBank contained in this Agreement are true and correct as of the Closing Date and
\nthat the Bank has complied with all of the agreements and satisfied all of the
\nconditions on its part to be performed or satisfied hereunder on or before the
\nClosing Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The Underwriter shall have received on the Closing Date a certificate, dated
\nthe Closing Date and signed by an officer of the Bank, in his or her capacity as
\nsuch officer only, to the effect that, other than as set forth in the Canadian
\nProspectus, to his or her knowledge, there is no action, proceeding or
\ninvestigation pending or threatened by or against the Bank or any of its
\nSignificant Subsidiaries, at law or in equity, before or by any federal,
\nprovincial, state, municipal or other governmental department, commission, board
\nor agency, domestic or foreign, which questions the validity of the issuance of
\nthe Securities or of any action taken or to be taken by the Bank pursuant to
\nthis Agreement or in connection with the issuance of the Securities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The officer signing and delivering such certificate may rely upon the best of
\nhis or her knowledge as to proceedings threatened.<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The Underwriter shall have received on the Closing Date an opinion of Blake,
\nCassels & Graydon LLP, Canadian counsel for the Bank, dated the Closing
\nDate, in substantially the form attached hereto as Exhibit A-1. Blake, Cassels
\n& Graydon LLP may limit their opinion to matters arising under the laws of
\nthe Province of Ontario and the federal laws of Canada applicable therein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

The Underwriter shall have received on the Closing Date an opinion of Mayer
\nBrown LLP, United States counsel for the Bank, dated the Closing Date, in
\nsubstantially the form attached hereto as Exhibit A-2. Mayer Brown LLP may limit
\ntheir opinion to matters arising under the laws of the State of New York and the
\nfederal laws of the United States of America.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

The Underwriter shall have received on the Closing Date an opinion of
\nSkadden, Arps, Slate, Meagher & Flom LLP, United States counsel for the
\nUnderwriter,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

13<\/p>\n

\n\n\n\n
<\/td>\n\n

dated the Closing Date, in form and substance reasonably satisfactory to the
\nUnderwriter. Skadden, Arps, Slate, Meagher & Flom LLP may limit their
\nopinion to matters arising under the laws of the State of New York and the
\nfederal laws of the United States of America.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The opinions of counsel for the Bank described in subsections (e) and (f)
\nabove shall be rendered to the Underwriter at the request of the Bank and shall
\nso state therein.<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

The Underwriter shall have received, on the date of filing the Prospectuses
\nand on the Closing Date, a letter dated the date of filing the Prospectuses or
\nthe Closing Date, as the case may be, in form and substance satisfactory to the
\nUnderwriter, from Ernst & Young LLP, chartered accountants, containing
\nstatements and information of the type ordinarily included in accountants153
\n“comfort letters” to underwriters with respect to the financial statements and
\ncertain financial information contained in the Registration Statement, the
\nPricing Disclosure Package and the Prospectuses, as amended or supplemented, if
\napplicable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Prior to or on the Closing Date, the Underwriter shall have been furnished by
\nthe Bank such additional documents and certificates as the Underwriter or
\ncounsel for the Underwriter may reasonably request.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All opinions, certificates, letters and documents referred to in this Section
\n6 will be in compliance with the provisions of this Agreement only if they are
\nsatisfactory in form and substance to the Underwriter and to counsel for the
\nUnderwriter. The Bank will furnish to the Underwriter conformed copies of such
\nopinions, certificates, letters and other documents in such number as the
\nUnderwriter will reasonably request.<\/p>\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

Covenants of the Bank. <\/em>The Bank covenants with the Underwriter as
\nfollows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

To prepare the Canadian Prospectus and the Prospectus in a form reasonably
\napproved by the Underwriter and (i) to file the Canadian Prospectus with the
\nReviewing Authority in accordance with the Shelf Procedures not later than the
\nReviewing Authority153s close of business on the second business day following the
\nexecution and delivery of this Agreement and (ii) to file the Prospectus with
\nthe Commission pursuant to General Instruction II.K. of Form F-9 under the
\nSecurities Act not later than the Commission153s close of business on the second
\nbusiness day following the execution and delivery of this Agreement; before
\namending or supplementing the Registration Statement, the Pricing Disclosure
\nPackage or the Prospectuses prior to the Time of Delivery, to furnish to the
\nUnderwriter a copy of each such proposed amendment or supplement and not to file
\nany such proposed amendment or supplement to which the Underwriter shall have
\nreasonably objected in a timely manner by written notice to the Bank; to file\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

14<\/p>\n

\n\n\n\n
<\/td>\n\n

promptly all reports required to be filed by the Bank with the Reviewing
\nAuthority pursuant to Ontario Securities Laws and the Commission pursuant to
\nSection 13(a), 13(c) or 15(d) of the Exchange Act for so long as the delivery of
\na prospectus is required in connection with the offering or sale of the
\nSecurities, and during such same period to advise the Underwriter, promptly
\nafter it receives notice thereof, (A) of the time when any amendment to the
\nCanadian Prospectus has been filed or receipted, when any supplement to the
\nCanadian Prospectus has been filed, when any amendment to the Registration
\nStatement has been filed or becomes effective or any supplement to the Pricing
\nDisclosure Package or the Prospectus has been filed, in each case, as
\napplicable, with the Reviewing Authority or the Commission, (B) of the issuance
\nby the Reviewing Authority or the Commission of any stop order or of any order
\npreventing or suspending the use of any prospectus relating to the Securities or
\nthe effectiveness of the Registration Statement, (C) of the suspension of the
\nqualification of the Securities for offering or sale in any jurisdiction or the
\ninitiation or threatening of any proceeding for any such purpose, or (D) of any
\nrequest by the Reviewing Authority or the Commission for the amending or
\nsupplementing of the Registration Statement, the Base Prospectuses, the Pricing
\nDisclosure Package or the Prospectuses or for additional information relating to
\nthe Securities; and, in the event of the issuance of any such stop order or of
\nany such order preventing or suspending the use of any prospectus relating to
\nthe Securities or suspending any such qualification, to promptly use its best
\nefforts to obtain the withdrawal of such order.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

To endeavor to qualify the Securities for offer and sale under the securities
\nor Blue Sky laws of such jurisdictions as the Underwriter shall reasonably
\nrequest; provided <\/em>that in no event shall the Bank be obligated to
\nqualify to do business in any jurisdiction where it is not now so qualified, to
\nfile any general consent to service of process or to take any action that would
\nsubject it to general service of process or to taxation in any jurisdiction
\nwhere it is not now so subject.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

To furnish to the Underwriter, without charge, so long as delivery of a
\nprospectus by the Underwriter or dealer may be required by the Securities Act,
\nas many copies of the Pricing Disclosure Package, the Prospectuses, any
\ndocuments incorporated therein by reference and any supplements and amendments
\nthereto as the Underwriter may reasonably request.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

To furnish to the Underwriter a copy of each proposed free writing prospectus
\nto be used by, or referred to by the Bank and not to use or refer to any
\nproposed free writing prospectus to which the Underwriter reasonably objects.
\nEach free writing prospectus conformed or will conform in all material respects
\nto the requirements of the Securities Act and the rules and regulations of the
\nCommission on the date of first use, and the Bank will comply with any filing
\nrequirements applicable to such free writing prospectus pursuant to Rule 433 of\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

15<\/p>\n

\n\n\n\n
<\/td>\n\n

the rules and regulations of the Commission and each free writing prospectus
\nwill not, as of its issue date and through the time the Securities are
\ndelivered, include any information that conflicts with the information contained
\nin the Registration Statement, the Pricing Disclosure Package and the
\nProspectus.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Other than the filing with the Commission of the Pricing Disclosure Package,
\nnot to knowingly take any action that would result in an Underwriter or the Bank
\nbeing required to file with the Commission pursuant to Rule 433(d) under the
\nSecurities Act a free writing prospectus prepared by or on behalf of the
\nUnderwriter that the Underwriter otherwise would not have been required to file
\nthereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

If the Pricing Disclosure Package is being used to solicit offers to buy the
\nSecurities at a time when the Prospectus is not yet available to prospective
\npurchasers and any event shall occur or condition exist as a result of which it
\nis necessary to amend or supplement the Pricing Disclosure Package in order to
\nmake the statements therein, in the light of the circumstances under which they
\nwere made, not misleading, or if any event shall occur or condition exist as a
\nresult of which the Pricing Disclosure Package conflicts with the information
\ncontained in the Registration Statement then on file, or if it is necessary to
\namend or supplement the Pricing Disclosure Package or to file under Ontario
\nSecurities Laws or the Exchange Act any document incorporated by reference in
\nthe Pricing Disclosure Package in order to comply with Ontario Securities Laws,
\nthe Securities Act, the Exchange Act or the Trust Indenture Act, forthwith to
\nnotify the Underwriter and, upon the request of the Underwriter, prepare, file
\nwith the Reviewing Authority or the Commission, as applicable, and furnish, at
\nits own expense, to the Underwriter and to any dealer upon request, either
\namendments or supplements to the Pricing Disclosure Package so that the
\nstatements in the Pricing Disclosure Package as so amended or supplemented will
\nnot, in the light of the circumstances when delivered to a prospective
\npurchaser, be misleading or so that the Pricing Disclosure Package, as amended
\nor supplemented, will no longer conflict with the Registration Statement, or so
\nthat the Pricing Disclosure Package, as amended or supplemented, will comply
\nwith applicable law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

If, during such period after the filing of the Prospectuses with the
\nReviewing Authority and the Commission, as applicable, the Prospectus (or in
\nlieu thereof the notice referred to in Rule 173(a) under the Securities Act) is
\nrequired by law to be delivered in connection with sales by the Underwriter or
\ndealer, any event shall occur or condition exist as a result of which it is
\nnecessary to amend or supplement the Prospectuses in order to make the
\nstatements therein, in the light of the circumstances when such Prospectus (or
\nin lieu thereof the notice referred to in Rule 173(a) under the Securities Act)
\nis delivered to a purchaser, not misleading, or if it is necessary to amend or
\nsupplement such Prospectuses or to file under Ontario Securities Laws or the
\nExchange Act any document<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

16<\/p>\n

\n\n\n\n
<\/td>\n\n

incorporated by reference in such Prospectuses in order to comply with
\nOntario Securities Laws, the Securities Act, the Exchange Act or the Trust
\nIndenture Act, forthwith to notify the Underwriter, and, upon the request of the
\nUnderwriter, prepare, file with the Reviewing Authority or the Commission, as
\napplicable, and furnish, at its own expense, to the Underwriter and to the
\ndealers (whose names and addresses the Underwriter will furnish to the Bank) to
\nwhich Securities may have been sold by the Underwriter and to any other dealers
\nupon request, either amendments or supplements to such Prospectus so that the
\nstatements in such Prospectuses as so amended or supplemented will not, in the
\nlight of the circumstances when such Prospectuses (or in lieu thereof the notice
\nreferred to in Rule 173(a) under the Securities Act) are delivered to a
\npurchaser, be misleading or so that such Prospectus, as amended or supplemented,
\nwill comply with applicable law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

To make generally available to the Bank153s security holders and to the
\nUnderwriter as soon as practicable, but in any event not later than eighteen
\nmonths after the effective date (as defined in Rule 158(c) under the Securities
\nAct) of the Registration Statement, an earnings statement of the Bank and its
\nsubsidiaries (which need not be audited) covering a period of at least twelve
\nmonths beginning with the first fiscal quarter of the Bank occurring after the
\ndate of this Agreement which shall satisfy the provisions of Section 11(a) of
\nthe Securities Act and the rules and regulations of the Commission thereunder;
\nprovided<\/em> that the Bank may make such earnings statements generally
\navailable by filing quarterly and annual reports with the Commission as may be
\nrequired by the Exchange Act.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Whether or not the transactions contemplated in this Agreement are
\nconsummated or this Agreement is terminated, to pay or cause to be paid all
\nexpenses incident to the performance of its obligations under this Agreement,
\nincluding: (i) the fees, disbursements and expenses of the Bank153s counsel and
\nthe Bank153s accountants in connection with the preparation and filing of the
\nCanadian Base Prospectus, the Canadian Prospectus and any amendment or
\nsupplement thereof with the Reviewing Authority, the registration and delivery
\nof the Securities under the Securities Act and all other fees or expenses in
\nconnection with the preparation and filing of the Registration Statement, the
\nBase Prospectuses, the Pricing Disclosure Package, the Prospectuses, any free
\nwriting prospectus prepared by or on behalf of, used by, or referred to by the
\nBank and amendments and supplements to any of the foregoing, including the
\nfiling fees payable to the Commission relating to the Securities, all printing
\ncosts associated therewith, and the mailing and delivering of copies thereof to
\nthe Underwriter and dealers, in the quantities hereinabove specified, (ii) all
\ncosts and expenses related to the transfer and delivery of the Securities to the
\nUnderwriter, including any transfer or similar taxes payable thereon, (iii) the
\ncost of printing or producing any Blue Sky or legal investment memorandum in
\nconnection with the offer and sale of the Securities under state securities laws
\nand all expenses in connection with the qualification of the Securities for
\noffer and sale under state securities laws as provided in Section<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

17<\/p>\n

\n\n\n\n
<\/td>\n\n

6(b) hereof, including filing fees and the reasonable and documented fees and
\ndisbursements of counsel for the Underwriter in connection with such
\nqualification and in connection with the Blue Sky or legal investment
\nmemorandum, (iv) all filing fees and the reasonable and documented fees and
\ndisbursements of counsel to the Underwriter incurred in connection with the
\nreview and qualification of the offering of the Securities by the Financial
\nIndustry Regulatory Authority, Inc., (v) any fees charged by the rating agencies
\nfor the rating of the Securities, (vi) the cost of the preparation, issuance and
\ndelivery of the Securities, (vii) the fees and expenses of any Trustee and any
\nagent of any Trustee and the reasonable fees and disbursements of counsel for
\nany Trustee in connection with any Indenture and the Securities, (viii) the
\ncosts and expenses of the Bank relating to investor presentations on any “road
\nshow” undertaken in connection with the marketing of the offering of the
\nSecurities, including, without limitation, expenses associated with the
\npreparation or dissemination of any electronic road show, expenses associated
\nwith the production of road show slides and graphics, fees and expenses of any
\nconsultants engaged in connection with the road show presentations with the
\nprior approval of the Bank, and travel and lodging expenses of the
\nrepresentatives and officers of the Bank and any such consultants (ix) the
\ndocument production charges and expenses associated with printing this
\nAgreement, (x) the services of Ernst & Young LLP, (xi) the services of Mayer
\nBrown LLP and Blake, Cassels & Graydon LLP and (xii) all other costs and
\nexpenses incident to the performance of the obligations of the Bank hereunder
\nfor which provision is not otherwise made in this Section. It is understood,
\nhowever, that, except as provided in this Section, Section 8 entitled “Indemnity
\nand Contribution,” and the last paragraph of Section 10 below, the Underwriter
\nwill pay all of its own costs and expenses including, transfer taxes payable on
\nresale of any of the Securities by them, any advertising expenses connected with
\nany offers they may make and the fees and disbursements of their counsel.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

During the period beginning on the date hereof and continuing to and
\nincluding the Closing Date, not to offer, sell, contract to sell or otherwise
\ndispose of in the United States any debt securities of the Bank or warrants to
\npurchase or otherwise acquire debt securities of the Bank substantially similar
\nto the Securities (other than (i) the Securities, (ii) commercial paper or
\nYankee certificates of deposit with a maturity of no more than 12 months issued
\nin the ordinary course of business or (iii) securities or warrants permitted
\nwith the prior written consent of the Underwriter).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

\n

[Reserved.]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

\n

The Bank will not take, directly or indirectly, any action designed to cause
\nor result in, or that might cause or result in, stabilization or manipulation of
\nthe price of the Securities to facilitate the sale or resale of the Securities.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

18<\/p>\n

\n\n\n\n
\n

7.<\/p>\n<\/td>\n

\n

Covenants of the Underwriter. (a) <\/em>The Underwriter represents and
\nwarrants to, and agrees with, the Bank that it has not made, and will not make,
\nany offer relating to the Securities that would constitute a free writing
\nprospectus without the prior consent of the Bank (such consent not to be
\nunreasonably withheld).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Underwriter (i) represents that it has not offered or sold, directly or
\nindirectly, and agrees that it will not, directly or indirectly, offer, sell or
\ndeliver, any of the Securities in or from Canada or to any resident of Canada
\nwithout the consent of the Bank and (ii) agrees that it will include a
\ncomparable provision to clause (i) above of this Section 7(b) in any
\nsub-underwriting, banking group or selling group agreement or similar
\narrangement with respect to the Securities that may be entered into by the
\nUnderwriter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

8.<\/p>\n<\/td>\n

\n

Indemnity and Contribution. (a) <\/em>The Bank agrees to indemnify and
\nhold harmless the Underwriter, each person, if any, who controls the Underwriter
\nwithin the meaning of either Section 15 of the Securities Act or Section 20 of
\nthe Exchange Act, each affiliate of the Underwriter within the meaning of Rule
\n405 under the Securities Act and any agent of the Underwriter from and against
\nany and all losses, claims, damages and liabilities (including, without
\nlimitation, any legal or other expenses reasonably incurred in connection with
\ndefending or investigating any such action or claim) caused by or based upon any
\nuntrue statement or alleged untrue statement of a material fact contained in the
\nRegistration Statement or any amendment thereof, the Base Prospectuses, the
\nPricing Disclosure Package, any issuer free writing prospectus or road show,
\neach as defined in Rule 433(h) under the Securities Act, and, in the case of a
\nroad show, as identified on Schedule V hereto, any Bank information that the
\nBank has filed, or is required to file, pursuant to Rule 433(d) under the
\nSecurities Act or the Prospectuses or any amendment or supplement thereto, or
\ncaused by any omission or alleged omission to state therein a material fact
\nrequired to be stated therein or necessary to make the statements therein not
\nmisleading, except insofar as such losses, claims, damages or liabilities are
\ncaused by any such untrue statement or omission or alleged untrue statement or
\nomission based upon information relating to the Underwriter furnished to the
\nBank in writing by the Underwriter through the Underwriter expressly for use
\ntherein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Underwriter agrees to indemnify and hold harmless the Bank, its
\ndirectors, its officers who sign the Registration Statement and each person, if
\nany, who controls the Bank within the meaning of either Section 15 of the
\nSecurities Act or Section 20 of the Exchange Act to the same extent as the
\nforegoing indemnity from the Bank to the Underwriter, but only with reference to
\ninformation relating to the Underwriter furnished to the Bank in writing by the
\nUnderwriter expressly for use in the Registration Statement or any amendment
\nthereof, the Base Prospectuses, the Pricing Disclosure Package, the
\nProspectuses, any issuer free writing prospectus or road show, each as defined
\nin Rule 433(h) under the Securities Act, and, in the case of a road show, as
\nidentified on Schedule V hereto, or any amendment or supplement thereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

19<\/p>\n

\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

In case any proceeding (including any governmental investigation) shall be
\ninstituted involving any person in respect of which indemnity may be sought
\npursuant to Section 8(a) or 8(b), such person (the “indemnified
\nparty<\/strong>“) shall promptly notify the person against whom such indemnity
\nmay be sought (the “indemnifying party<\/strong>“) in writing and the
\nindemnifying party, upon request of the indemnified party, shall retain counsel
\nreasonably satisfactory to the indemnified party to represent the indemnified
\nparty and any others the indemnifying party may designate in such proceeding and
\nshall pay the fees and disbursements of such counsel related to such proceeding;
\nprovided, however<\/em>, that the failure to so notify the indemnifying party
\nwill not relieve it from any liability which it may have under this Section 8
\nexcept to the extent it has been prejudiced in any material respect by such
\nfailure or from any liability which it may have to an indemnified party
\notherwise under this Section 8. In any such proceeding, any indemnified party
\nshall have the right to retain its own counsel, but the fees and expenses of
\nsuch counsel shall be at the expense of such indemnified party unless (i) the
\nindemnifying party and the indemnified party shall have mutually agreed to the
\nretention of such counsel, (ii) the named parties to any such proceeding
\n(including any impleaded parties) include both the indemnifying party and the
\nindemnified party and representation of both parties by the same counsel would
\nbe inappropriate due to actual or potential differing interests between them,
\nincluding that the Underwriter has been advised by counsel that there may be one
\nor more legal defenses available to the Underwriter which are different from or
\nadditional to those available to the Bank and in the judgment of such counsel it
\nis advisable for the Underwriter to employ separate counsel or (iii) the Bank
\nhas failed to assume the defense of such action and employ counsel satisfactory
\nto the Underwriter, in which event the fees and expenses of such separate
\ncounsel will be paid by the Bank. It is understood that the indemnifying party
\nshall not, except as noted in the preceding sentence, in respect of the legal
\nexpenses of any indemnified party in connection with any proceeding or related
\nproceedings in the same jurisdiction, be liable for the fees and expenses of
\nmore than one separate firm (in addition to any local counsel) for all such
\nindemnified parties and that all such fees and expenses shall be reimbursed as
\nthey are incurred. Such firm shall be designated in writing by the Underwriter,
\nin the case of parties indemnified pursuant to Section 8(a), and by the Bank, in
\nthe case of parties indemnified pursuant to Section 8(b). The indemnifying party
\nshall not be liable for any settlement of any proceeding effected without its
\nwritten consent (which consent will not be unreasonably withheld), but if
\nsettled with such consent or if there be a final judgment for the plaintiff, the
\nindemnifying party agrees to indemnify the indemnified party from and against
\nany loss or liability by reason of such settlement or judgment. Notwithstanding
\nthe foregoing sentence, if at any time an indemnified party shall have requested
\nan indemnifying party to reimburse the indemnified party for fees and expenses
\nof counsel as contemplated by the second and third sentences of this paragraph,
\nthe indemnifying party agrees that it shall be liable for any settlement of any
\nproceeding effected without its written consent if (i) such settlement is
\nentered into more than 30 days after receipt by such indemnifying party of the
\naforesaid request and (ii) such indemnifying party shall<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

20<\/p>\n

\n\n\n\n
<\/td>\n\n

not have reimbursed the indemnified party in accordance with such request
\nprior to the date of such settlement. No indemnifying party shall, without the
\nprior written consent of the indemnified party, effect any settlement of any
\npending or threatened proceeding in respect of which any indemnified party is or
\ncould have been a party and indemnity could have been sought hereunder by such
\nindemnified party, unless such settlement includes an unconditional release of
\nsuch indemnified party from all liability on claims that are the subject matter
\nof such proceeding.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

To the extent the indemnification provided for in Section 8(a) or Section
\n8(b) is unavailable to an indemnified party or insufficient in respect of any
\nlosses, claims, damages or liabilities referred to therein, then each
\nindemnifying party under such paragraph, in lieu of indemnifying such
\nindemnified party thereunder, shall contribute to the amount paid or payable by
\nsuch indemnified party as a result of such losses, claims, damages or
\nliabilities (i) in such proportion as is appropriate to reflect the relative
\nbenefits received by the Bank on the one hand and the Underwriter on the other
\nhand from the offering of the Securities or (ii) if the allocation provided by
\nclause 8(d)(i) above is not permitted by applicable law, in such proportion as
\nis appropriate to reflect not only the relative benefits referred to in clause
\n8(d)(i) above but also the relative fault of the Bank on the one hand and of the
\nUnderwriter on the other hand in connection with the statements or omissions
\nthat resulted in such losses, claims, damages or liabilities, as well as any
\nother relevant equitable considerations. The relative benefits received by the
\nBank on the one hand and the Underwriter on the other hand in connection with
\nthe offering of the Securities shall be deemed to be in the same respective
\nproportions as the net proceeds from the offering of the Securities (before
\ndeducting expenses) received by the Bank and the total underwriting discounts
\nand commissions received by the Underwriter bear to the aggregate initial public
\noffering price of the Securities as set forth in the Prospectus. The relative
\nfault of the Bank on the one hand and the Underwriter on the other hand shall be
\ndetermined by reference to, among other things, whether the untrue or alleged
\nuntrue statement of a material fact or the omission or alleged omission to state
\na material fact relates to information supplied by the Bank or by the
\nUnderwriter and the parties153 relative intent, knowledge, access to information
\nand opportunity to correct or prevent such statement or omission.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The Bank and the Underwriter agree that it would not be just or equitable if
\ncontribution pursuant to Section 8(d) were determined by pro rata
\n<\/em>allocation or by any other method of allocation that does not take account
\nof the equitable considerations referred to in Section 8(d). The amount paid or
\npayable by an indemnified party as a result of the losses, claims, damages and
\nliabilities referred to in Section 8(d) shall be deemed to include, subject to
\nthe limitations set forth above, any legal or other expenses reasonably incurred
\nby such indemnified party in connection with investigating or defending any such
\naction or claim which is subject to Section 8(d). Notwithstanding the provisions
\nof Section 8(d), the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

21<\/p>\n

\n

Underwriter shall not be required to contribute any amount in excess of the
\namount by which the total price at which the Securities underwritten by it and
\ndistributed to the public were offered to the public exceeds the amount of any
\ndamages that the Underwriter has otherwise been required to pay by reason of
\nsuch untrue or alleged untrue statement or omission or alleged omission. No
\nperson guilty of fraudulent misrepresentation (within the meaning of Section
\n11(f) of the Securities Act) shall be entitled to contribution from any person
\nwho was not guilty of such fraudulent misrepresentation. The remedies provided
\nfor in this Section 8 are not exclusive and shall not limit any rights or
\nremedies which may otherwise be available to any indemnified party at law or in
\nequity.<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

The indemnity and contribution provisions contained in this Section 8 and the
\nrepresentations, warranties and other statements of the Bank contained in this
\nAgreement shall remain operative and in full force and effect regardless of (i)
\nany termination of this Agreement, (ii) any investigation made by or on behalf
\nof the Underwriter, any person controlling the Underwriter or any affiliate of
\nthe Underwriter or by or on behalf of the Bank, its officers or directors or any
\nperson controlling the Bank and (iii) acceptance of and payment for any of the
\nSecurities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.<\/p>\n<\/td>\n

\n

Termination. (a) <\/em>The Underwriter may terminate this Agreement by
\nnotice given by the Underwriter to the Bank, if after the execution and delivery
\nof this Agreement and prior to the Time of Delivery (i) trading generally shall
\nhave been suspended or materially limited on, or by, as the case may be, any of
\nthe New York Stock Exchange or the Toronto Stock Exchange, (ii) trading of any
\nsecurities of the Bank shall have been suspended or materially limited on any
\nexchange or in any over-the-counter market, (iii) a material disruption in
\nsecurities settlement, payment or clearance services in the United States or
\nCanada shall have occurred, (iv) any moratorium on commercial banking activities
\nshall have been declared by Federal or New York State, Canadian federal or
\nOntario provincial authorities, (v) there shall have occurred any outbreak or
\nescalation of hostilities involving the United States or Canada or there shall
\nhave been a declaration of a national emergency or war by the United States or
\nCanada, or (vi) any material adverse change in financial markets in the United
\nStates or Canada should be such as to make it, in the judgment of the
\nUnderwriter, impracticable or inadvisable to proceed with the offer, sale or
\ndelivery of the Securities on the terms and in the manner contemplated in the
\nPricing Disclosure Package or the Prospectuses. Any termination of this
\nAgreement pursuant to this Section 9 will be without liability on the part of
\nthe Bank or the Underwriter, except as otherwise provided in Sections 6(j) and 8
\nhereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

If the sale of the Securities provided for herein is not consummated by
\nreason of acts of the Bank or changes in circumstances of the Bank pursuant to
\nthis Section 9 which prevent this Agreement from becoming effective, or by
\nreason of any failure, refusal or inability on the part of the Bank to perform
\nany agreement on its part to be performed or because any other condition of the
\nUnderwriter153s obligations hereunder is not fulfilled or if the Underwriter
\ndeclines to purchase the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

22<\/p>\n

\n

Securities for any reason permitted under this Agreement, the Bank will
\nreimburse the Underwriter for all reasonable out-of-pocket disbursements
\n(including fees and expenses of counsel to the Underwriter) incurred by the
\nUnderwriter in connection with any investigation or preparation made by them in
\nrespect of the marketing of the Securities or in contemplation of the
\nperformance by them of their obligations hereunder.<\/p>\n\n\n\n
\n

10.<\/p>\n<\/td>\n

\n

Effectiveness; Defaulting Underwriter. <\/em>This Agreement shall become
\neffective upon<\/em> the execution and delivery hereof by the parties hereto.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If, on the Closing Date, the Underwriter shall fail or refuse to purchase
\nSecurities that it has agreed to purchase hereunder on such date, and
\narrangements satisfactory to the Underwriter and the Bank for the purchase of
\nsuch Securities are not made within 36 hours after such default, this Agreement
\nshall terminate without liability on the part of the Bank. In any such case
\neither the Underwriter or the Bank shall have the right to postpone the Closing
\nDate, but in no event for longer than seven days, in order that the required
\nchanges, if any, in the Registration Statement, the Pricing Disclosure Package
\nor the Prospectuses, as amended or supplemented, if applicable, or in any other
\ndocuments or arrangements may be effected. Any action taken under this paragraph
\nshall not relieve the Underwriter from liability in respect of any default of
\nthe Underwriter under this Agreement.<\/p>\n\n\n\n
\n

11.<\/p>\n<\/td>\n

\n

Entire Agreement. (a) <\/em>This Agreement, together with any
\ncontemporaneous written agreements and any prior written agreements (to the
\nextent not superseded by this Agreement) that relate to the offering of the
\nSecurities, represents the entire agreement between the Bank and the Underwriter
\nwith respect to the preparation of any Pricing Disclosure Package, the
\nProspectuses, the conduct of the offering, and the purchase and sale of the
\nSecurities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Bank acknowledges that in connection with the offering of the Securities,
\nnotwithstanding any preexisting relationship, advisory or otherwise, between the
\nparties or any oral representations or assurances previously or subsequently
\nmade by the Underwriter: (i) no fiduciary or agency relationship between the
\nBank and any other person, on the one hand, and the Underwriter, on the other
\nhand, exists (except to the extent disclosed in the Registration Statement, the
\nPricing Disclosure Package and the Prospectuses); (ii) the Underwriter is not
\nacting as advisor, expert or otherwise, to the Bank, including, without
\nlimitation, with respect to the determination of the public offering price of
\nthe Securities, and such relationship between the Bank, on the one hand, and the
\nUnderwriter, on the other hand, is entirely and solely a commercial
\nrelationship, based on arms-length negotiations; (iii) the Underwriter owes the
\nBank only those duties and obligations set forth in this Agreement and prior
\nwritten agreements (to the extent not superseded by this Agreement), if any, and
\n(iv) the Underwriter may have interests that differ from those of the Bank. The
\nBank waives to the full extent permitted by applicable law any claims it may
\nhave against the Underwriter arising from an alleged breach of fiduciary duty in
\nconnection with the offering of the Securities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

23<\/p>\n

\n\n\n\n
\n

12.<\/p>\n<\/td>\n

\n

USA PATRIOT Act<\/em>. In accordance with the requirements of the USA
\nPATRIOT Act, the Underwriter is required to obtain, verify and record
\ninformation that identifies its respective clients, including the Bank, which
\ninformation may include the name and address of their respective clients, as
\nwell as other information that will allow the Underwriter to properly identify
\ntheir respective clients.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

13.<\/p>\n<\/td>\n

\n

Information Furnished by Underwriter<\/em>. The Underwriter confirms that
\nthe information appearing in the list of names of the Underwriters under the
\ncaption “Underwriting” in the Pricing Disclosure Package and in the Prospectuses
\nand the statements in the eighth and ninth paragraphs under the caption
\n“Underwriting” in the Pricing Disclosure Package and in the Prospectuses,
\nconstitute the only written information furnished to the Bank by the Underwriter
\non behalf of the Underwriter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

14.<\/p>\n<\/td>\n

\n

Research Analyst Independence<\/em>. The Bank acknowledges that the
\nUnderwriter153s research analysts and research department are required to be
\nindependent from its respective investment banking divisions and are subject to
\ncertain regulations and internal policies, and that the Underwriter153s research
\nanalysts may hold views and make statements or investment recommendations and\/or
\npublish research reports with respect to the Bank and\/or the offering of the
\nSecurities that differ from the views of their respective investment banking
\ndivisions. The Bank hereby waives and releases, to the fullest extent permitted
\nby law, any claims that the Bank may have against the Underwriter with respect
\nto any conflict of interest that may arise from the fact that the views
\nexpressed by its independent research analysts and research departments may be
\ndifferent from or inconsistent with the views or advice communicated to the Bank
\nby the Underwriter153s investment banking division. The Bank acknowledges that the
\nUnderwriter is a full service securities firm and as such from time to time,
\nsubject to applicable securities laws, may effect transactions for its own
\naccount or the account of its customers and hold long or short positions in debt
\nor equity securities of the companies that may be the subject of the
\ntransactions contemplated by this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

15.<\/p>\n<\/td>\n

\n

Counterparts. <\/em>This Agreement may be signed in two or more
\ncounterparts, each of which shall be an original, with the same effect as if the
\nsignatures thereto and hereto were upon the same instrument.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

16.<\/p>\n<\/td>\n

\n

Applicable Law.<\/em> This Agreement shall be governed by, and construed
\nin accordance with, the laws of the State of New York.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

17.<\/p>\n<\/td>\n

\n

Headings. <\/em>The headings of the sections of this Agreement have been
\ninserted for convenience of reference only and shall not be deemed a part of
\nthis Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

24<\/p>\n

\n\n\n\n
\n

18.<\/p>\n<\/td>\n

\n

Notices. <\/em>All communications hereunder shall be in writing and
\neffective only upon receipt and if to the Underwriter shall be delivered, mailed
\nor sent to the Underwriter at the address set forth in Schedule I hereto; and if
\nto the Bank shall be delivered, mailed or sent to the address set forth in
\nSchedule I hereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

19.<\/p>\n<\/td>\n

\n

Submission to Jurisdiction; Appointment of Agent for Service. (a)
\n<\/em>The Bank irrevocably submits to the non-exclusive jurisdiction of any New
\nYork State or United States Federal court sitting in The City of New York over
\nany suit, action or proceeding arising out of or relating to this Agreement, the
\nProspectuses, the Registration Statement, or the transactions contemplated
\nhereby or thereby. The Bank irrevocably waives, to the fullest extent permitted
\nby law, any objection which it may now or hereafter have to the laying of venue
\nof any such suit, action or proceeding brought in such a court and any claim
\nthat any such suit, action or proceeding brought in such a court has been
\nbrought in an inconvenient forum. To the extent that the Bank has or hereafter
\nmay acquire any immunity (on the grounds of sovereignty or otherwise) from the
\njurisdiction of any court or from any legal process with respect to itself or
\nits property, the Bank irrevocably waives, to the fullest extent permitted by
\nlaw, such immunity in respect of any such suit, action or proceeding.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Bank hereby irrevocably appoints Michael G. Capatides of Canadian
\nImperial Bank of Commerce, with offices at 425 Lexington Avenue, 3rd Floor, New
\nYork, NY 10017 as its agent for service of process in any suit, action or
\nproceeding described in the preceding paragraph and agrees that service of
\nprocess in any such suit, action or proceeding may be made upon it at the office
\nof such agent. The Bank waives, to the fullest extent permitted by law, any
\nother requirements of or objections to personal jurisdiction with respect
\nthereto. The Bank represents and warrants that such agent has agreed to act as
\nthe Bank153s agent for service of process, and the Bank agrees to take any and all
\naction, including the filing of any and all documents and instruments, that may
\nbe necessary to continue such appointment in full force and effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

20.<\/p>\n<\/td>\n

\n

Judgment Currency<\/em>. If for the purposes of obtaining judgment in any
\ncourt it is necessary<\/em> to convert a sum due hereunder into any currency
\nother than United States dollars, the parties hereto agree, to the fullest
\nextent permitted by law, that the rate of exchange used shall be the rate at
\nwhich in accordance with normal banking procedures the Underwriter could
\npurchase United States dollars with such other currency in The City of New York
\non the business day preceding that on which final judgment is given. The
\nobligation of the Bank with respect to any sum due from it to the Underwriter or
\nany person controlling the Underwriter shall, notwithstanding any judgment in a
\ncurrency other than United States dollars, not be discharged until the first
\nbusiness day following receipt by the Underwriter or controlling person of any
\nsum in such other currency, and only to the extent that the Underwriter or
\ncontrolling person may in accordance with normal banking procedures purchase
\nUnited States dollars with such other currency. If the United States dollars so
\npurchased are less than the sum originally due to the Underwriter or controlling\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

25<\/p>\n

\n

person hereunder, the Bank agrees as a separate obligation and
\nnotwithstanding any such judgment, to indemnify the Underwriter or controlling
\nperson against such loss. If the United States dollars so purchased are greater
\nthan the sum originally due to the Underwriter or controlling person hereunder,
\nthe Underwriter or controlling person agrees to pay to the Bank an amount equal
\nto the excess of the dollars so purchased over the sum originally due to the
\nUnderwriter or controlling person hereunder.<\/p>\n

26<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

CANADIAN IMPERIAL BANK OF<\/p>\n

COMMERCE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ David G. Dickinson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: David G. Dickinson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Accepted as of the date hereof<\/p>\n

BARCLAYS CAPITAL INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

Barclays Capital Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Monica Hanson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Monica Hanson<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

27<\/p>\n

\n

SCHEDULE I <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriter:<\/p>\n<\/td>\n

<\/td>\n\n

Barclays Capital Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Indenture:<\/p>\n<\/td>\n

<\/td>\n\n

Indenture, dated as of September 14, 2010, between the Bank and the Trustee.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Trustee:<\/p>\n<\/td>\n

<\/td>\n\n

The Bank of New York Mellon<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Registration Statement File No.:<\/p>\n<\/td>\n

<\/td>\n\n

333-168062<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Pricing Disclosure Package:<\/p>\n<\/td>\n

<\/td>\n\n

Prospectus dated July 14, 2010, relating to the Shelf Securities.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The free writing prospectus attached hereto as Schedule IV, filed by the Bank
\non October 14, 2011, under Rule 433(d) of the Securities Act.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Securities to be Purchased:<\/p>\n<\/td>\n

<\/td>\n\n

US$450,000,000 2.350% Senior Notes due 2015 (the
\n“Securities<\/strong>“)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Aggregate Principal Amount:<\/p>\n<\/td>\n

<\/td>\n\n

US$450,000,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Purchase Price:<\/p>\n<\/td>\n

<\/td>\n\n

100.222% of the principal amount of the Securities plus accrued interest from
\nJune 11, 2011 (US$3,818,750, assuming a closing of October 21, 2011)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

December 11, 2015<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Interest Rate:<\/p>\n<\/td>\n

<\/td>\n\n

2.350% per annum, accruing from October 21, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Interest Payment Dates:<\/p>\n<\/td>\n

<\/td>\n\n

June 11 and December 11 commencing on and from December 11, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Day Count Convention:<\/p>\n<\/td>\n

<\/td>\n\n

30\/360<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

“Business Day” definition:<\/p>\n<\/td>\n

<\/td>\n\n

Any day other than a Saturday or Sunday that is neither a legal holiday nor a
\nday on which banking institutions are authorized or required by law or
\nregulation to close in The City of New York, New York or Toronto, Ontario<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Closing Date and Time:<\/p>\n<\/td>\n

<\/td>\n\n

October 21, 2011 9:00 a.m.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Schedule I-1<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Closing Location:<\/p>\n<\/td>\n

<\/td>\n\n

Skadden, Arps, Slate, Meagher & Flom LLP<\/p>\n

222 Bay Street<\/p>\n

Suite 1750<\/p>\n

Toronto, Ontario M5K 1J5<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Address for Notices to<\/p>\n

Underwriter:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Barclays Capital Inc.<\/p>\n

745 Seventh Avenue<\/p>\n

New York, New York 10019<\/p>\n

Facsimile: (646) 834-8133<\/p>\n

Attention: Syndicated Registration<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

with a copy to<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Skadden, Arps, Slate, Meagher & Flom LLP<\/p>\n

222 Bay Street<\/p>\n

Suite 1750, P.O. Box 258<\/p>\n

Toronto, Ontario M5K 1J5<\/p>\n

Facsimile: (416) 777-4747<\/p>\n

Attention: Christopher W. Morgan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Address for Notices to the Bank:<\/p>\n<\/td>\n

<\/td>\n\n

Canadian Imperial Bank of Commerce<\/p>\n

Commerce Court<\/p>\n

Toronto, Ontario M5L 1A2<\/p>\n

Facsimile: (416) 980-7012<\/p>\n

Attention: The Corporate Secretary<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

with a copy to<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Blake, Cassels & Graydon LLP<\/p>\n

199 Bay Street<\/p>\n

Suite 2800, Commerce Court<\/p>\n

Toronto, Ontario M5L 1A9<\/p>\n

Facsimile: (416) 863-2653<\/p>\n

Attention: Ernest D. McNee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Mayer Brown LLP<\/p>\n

71 S. Wacker Dr.<\/p>\n

Chicago, Illinois 60606<\/p>\n

Facsimile: (312) 706-8106<\/p>\n

Attention: Edward S. Best<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Schedule I-2<\/p>\n

\n

SCHEDULE II <\/strong><\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriter<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount of Senior Notes<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Barclays Capital Inc.<\/p>\n<\/td>\n

<\/td>\n\n

US$450,000,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n\n

US$450,000,000<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Schedule II-1<\/p>\n

\n

SCHEDULE III <\/strong><\/p>\n

SIGNIFICANT SUBSIDIARIES <\/strong><\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Significant<\/strong><\/p>\n

Subsidiary<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Jurisdiction of<\/strong><\/p>\n

Incorporation of Significant<\/strong><\/p>\n

Subsidiary<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Percentage of Direct or Indirect<\/strong><\/p>\n

Ownership of each Significant<\/strong><\/p>\n

Subsidiary by the Bank<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

CIBC Holdings<\/p>\n

(Cayman) Limited<\/p>\n<\/td>\n

<\/td>\n\n

Cayman Islands<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

\n

CIBC World Markets<\/p>\n

Inc.<\/p>\n<\/td>\n

<\/td>\n\n

Ontario, Canada<\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Schedule III-1<\/p>\n

\n

SCHEDULE IV <\/strong><\/p>\n

Issuer Free Writing Prospectus <\/strong><\/p>\n

OCTOBER 14, 2011 <\/strong><\/p>\n

CANADIAN IMPERIAL BANK OF COMMERCE <\/strong><\/p>\n

RE-OPENING OF 2.350% SENIOR NOTES DUE 2015 <\/strong>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Issuer:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Canadian Imperial Bank of Commerce (the “Bank”)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title of Securities:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

2.350% Senior Notes due 2015 (the “Securities”)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Format:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

SEC Registered<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Aggregate Principal Amount Offered:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Re-opening = US$450,000,000 [total issue size = US$1,450,000,000]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Maturity Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

December 11, 2015<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Price to Public:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

100.222% plus accrued interest from June 11, 2011 (US$3,818,750, assuming a
\nclosing of October 21, 2011)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Coupon (Interest Rate):<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

2.350%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Re-offer Yield:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

2.293%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Spread to Benchmark Treasury:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

T + 120 basis points<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Benchmark Treasury:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

1.00% due 09\/30\/16<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Benchmark Treasury Yield:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

1.093% (1.00% due 09\/30\/16)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Interest Payment Dates:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

June 11 and December 11 of each year<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Pricing Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

October 14, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Settlement Date:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

October 21, 2011 (We expect that delivery of the Securities will be made
\nagainst payment therefor on or about October 21, 2011, which is five business
\ndays following the date of pricing of the Securities (this settlement cycle
\nbeing referred to as T+5). Under Rule 15c6-1 of the Exchange Act, trades in the
\nsecondary market generally are required to settle in three business days, unless
\nthe parties to any such trade expressly agree otherwise. Accordingly, purchasers
\nwho wish to trade their Securities on the date of pricing or the next succeeding
\nbusiness day will<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Schedule IV-1<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

be required, by virtue of the fact that the Securities initially will settle
\nin T+5, to specify an alternate settlement cycle at the time of any such trade
\nto prevent a failed settlement. Purchasers of Securities who wish to trade their
\nSecurities on the date of pricing or the next succeeding business day should
\nconsult their own advisor.)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriting Discount:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

0.30%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Proceeds to the Bank, before expenses:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

US$449,649,000 (excluding accrued)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Use of Proceeds:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The net proceeds from this offering will be added to the Bank153s funds and
\nwill be used for general corporate purposes.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Other:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The terms of the Securities are set forth in the Bank153s base shelf
\nprospectus, dated July 14, 2010, as amended pursuant to the prospectus
\nsupplement, dated December 6, 2010 (together with the base shelf prospectus, the
\n“accompanying Prospectus”), and as further amended pursuant to this term sheet.
\nA copy of the accompanying Prospectus is attached hereto as Schedule A<\/u>.
\nThis term sheet updates the information in the accompanying Prospectus. If
\ninformation in this term sheet is inconsistent with information in the
\naccompanying Prospectus, this term sheet will apply and will supersede that
\ninformation in the accompanying Prospectus.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The section in the accompanying Prospectus entitled “Material U.S. Federal
\nIncome Tax Considerations” is updated by stating that the backup withholding
\nrate is currently 28% and by deleting the following sentence: “The tax rate for
\nlong-term capital gains of non-corporate taxpayers is scheduled to increase for
\ntaxable years beginning on or after January 1, 2011.”<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

CUSIP:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

136069DS7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

ISIN:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

US136069DS70<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriter:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Barclays Capital Inc. is acting as sole underwriter in connection with the
\noffering of the Securities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Bank has filed a Registration Statement (File No. 333-168062) (including
\na base shelf prospectus dated July 14, 2010) with the SEC for the offering to
\nwhich this communication relates. Before you invest, you should read the
\nRegistration Statement and the documents incorporated therein by reference that
\nthe Bank has filed with the SEC for more complete information about the Bank and
\nthis offering. You may obtain these documents for free by visiting EDGAR on the
\nSEC website at www.sec.gov or by visiting the Canadian System for Electronic
\nDocument Analysis and Retrieval (SEDAR) website, which may be accessed at
\nwww.sedar.com. Alternatively, the Bank or Barclays Capital Inc. will arrange to
\nsend you the Registration Statement and any document incorporated therein by
\nreference if you request such documents by calling Barclays Capital Inc.
\ntoll-free at (888) 603-5847.<\/p>\n

Schedule IV-2<\/p>\n

\n

Schedule A <\/u><\/strong><\/p>\n

Prospectus Supplement, dated December 6, 2010<\/p>\n

Schedule IV-3<\/p>\n

\n

SCHEDULE V <\/strong><\/p>\n

None.<\/p>\n

Schedule V-1<\/p>\n

\n

EXHIBIT A-1 <\/strong><\/p>\n

FORM OF OPINION OF BLAKE, CASSELS & GRAYDON LLP
\n<\/strong><\/p>\n

(To be delivered pursuant to Section 5(e) <\/strong>\n<\/p>\n

of the Underwriting Agreement) <\/strong><\/p>\n

1. The Bank is a bank incorporated under and governed by the Bank Act
\n(Canada) (“Bank Act”), with all power and authority necessary to conduct the
\nbusiness as described in the Canadian Prospectus.<\/p>\n

2. CIBC World Markets Inc. is a subsisting corporation under the laws of the
\nProvince of Ontario.<\/p>\n

3. The Bank has the corporate power to execute, deliver and perform its
\nobligations under this Agreement and the Indenture and to sell the Securities to
\nbe delivered at the Time of Delivery.<\/p>\n

4. The Bank is a “reporting issuer” under the Securities Act (Ontario) and is
\nnot included on the list of defaulting reporting issuers maintained by the
\nOntario Securities Commission.<\/p>\n

5. All necessary corporate action has been taken by the Bank to authorize the
\nexecution and delivery of this Agreement and the performance of its obligations
\nthereunder and this Agreement has been, to the extent execution and delivery are
\nmatters governed by the laws of the Province of Ontario or the federal laws of
\nCanada applicable therein, duly executed and delivered by the Bank.<\/p>\n

6. All necessary corporate action has been taken by the Bank to authorize the
\ncreation, issuance, sale and delivery of the Securities to be delivered at the
\nTime of Closing, and the Securities have been, to the extent issuance, execution
\nand delivery are matters governed by the laws of the Province of Ontario or the
\nfederal laws of Canada applicable therein, duly issued, executed and delivered
\nby the Bank.<\/p>\n

7. All necessary corporate action has been taken by the Bank to authorize the
\nexecution and delivery of the Indenture and the performance of its obligations
\nthereunder and the Indenture has been, to the extent execution and delivery are
\nmatters governed by the laws of the Province of Ontario or the federal laws of
\nCanada applicable therein, duly executed and delivered by the Bank. The
\nIndenture will, with respect to the provisions thereof governed by the laws of
\nthe Province of Ontario and the federal laws of Canada applicable therein,
\nconstitute a legal, valid and binding obligation of the Bank enforceable in
\naccordance with its terms.<\/p>\n

8. The execution and delivery of this Agreement and the Indenture by the
\nbank, the fulfillment of the terms of this Agreement and the Indenture by the
\nBank, and the<\/p>\n

EXHIBIT A-1-1<\/p>\n

\n

issuance, sale and delivery of the Securities do not and will not result in a
\nbreach of or default under, and do not and will not create a state of facts
\nwhich, after notice or lapse of time or both, will result in a breach of or
\ndefault under: (a) any of the terms, conditions or provisions of the Bank Act or
\nthe by-laws of the Bank or (b) any law, statute, regulation or rule applicable
\nto the Bank or its property or assets;.<\/p>\n

9. The Indenture and the issuance of the Securities thereunder comply, to the
\nextent applicable, with the provisions of the Bank Act. No registration, filing
\nor recording of the Indenture under the laws of the Province of Ontario or the
\nfederal laws of Canada applicable therein is necessary or required for the issue
\nof the Securities or the consummation of the transactions contemplated by this
\nAgreement or the Indenture, except such as have been made. All necessary
\ndocuments have been filed, all necessary proceedings have been taken and all
\nnecessary authorizations, approvals, permits, consents and orders have been
\nobtained under Ontario Securities Laws to permit the Securities to be issued,
\noffered, sold and delivered pursuant to the U.S. Canadian Multi-Jurisdictional
\nDisclosure System (“MJDS”); and no other consent, approval, authorization,
\nlicense, order of, or filing, registration, or qualification by the Bank or any
\nof its subsidiaries with, any governmental or regulatory body of Canada or the
\nProvince of Ontario under the federal laws of Canada or the laws of the Province
\nof Ontario applicable thereon is necessary or required in connection with the
\ndue authorization, execution, delivery and performance by the Bank of this
\nAgreement or the offering, issuance or sale of the Securities pursuant to MJDS,
\nexcept such as have been obtained.<\/p>\n

10. All necessary corporate action has been taken by the Bank to authorize
\nthe execution and delivery of the Canadian Prospectus and the filing thereof
\nwith the Reviewing Authority.<\/p>\n

11. A receipt has been obtained from the Reviewing Authority in respect of
\nthe Canadian Base Prospectus. The Reviewing Authority has not revoked such
\nreceipt and no order suspending the distribution of the Securities has been
\nissued by the Reviewing Authority and no proceeding for that purpose has been
\ninitiated or, to our knowledge, threatened by the Reviewing Authority.<\/p>\n

12. Each of the Canadian Base Prospectus and the Canadian Prospectus,
\nincluding the documents incorporated therein by reference (excluding the
\nfinancial statements, other financial data included or incorporated therein or
\nomitted therefrom, as to which such counsel need express no opinion) appears on
\nits face, as of the date of each of the Canadian Base Prospectus and the
\nCanadian Prospectus, to have been appropriately responsive in all material
\nrespects with the requirements, including the Shelf Procedures, of the Ontario
\nSecurities Laws as interpreted and applied by the Reviewing Authority, except in
\nthose respects for which exemptive relief has been obtained from the Reviewing
\nAuthority. This opinion will be subject to the qualification that Blake, Cassels
\n& Graydon LLP will not be expressing any opinion as to whether the Canadian
\nProspectus constitutes full, true and plain disclosure.<\/p>\n

13. The Bank is eligible to file a short form prospectus with the Reviewing
\nAuthority and use the Shelf Procedures in respect of the Securities in the
\nProvince of Ontario.<\/p>\n

EXHIBIT A-1-2<\/p>\n

\n

14. The Canadian Prospectus has been filed with the Reviewing Authority in
\nthe manner and within the time period required by the Shelf Procedures.<\/p>\n

15. The statements in the Registration Statement under Part II of the
\nregistration statement on Form F-9 under the heading “Indemnification”, insofar
\nas such statements constitute statements of the laws of the Province of Ontario
\nor the federal laws of Canada applicable therein or purport to summarize
\nprovisions of agreements or instruments, have been reviewed by us and fairly
\nsummarize the matters described therein and are accurate in all material
\nrespects.<\/p>\n

16. The form of global certificate representing the Securities to be
\ndelivered at the Time of Delivery has been approved by the Bank and, to the
\nextent applicable, complies with the provisions of the Bank Act.<\/p>\n

17. The statements in the Canadian Prospectus under the headings “Limitations
\non Enforcement of U.S. Laws Against CIBC, its Management and Others” and
\n“Statutory Rights for Canadian Purchasers” insofar as such statements constitute
\nstatements of Canadian federal or Ontario law, have been reviewed by us and
\nfairly summarize the matters described therein and are accurate in all material
\nrespects.<\/p>\n

18. The statements as to matters of the federal laws of Canada under the
\nheading “Material Canadian Federal Income Tax Considerations” in the Canadian
\nProspectus are an accurate summary, in all material respects, of the principal
\nCanadian federal income tax considerations generally applicable to a purchaser
\nof the Securities pursuant to the Canadian Prospectus who is not resident in
\nCanada, subject to the assumptions, limitations and qualifications set out
\ntherein.<\/p>\n

19. All payments by the Bank pursuant to this Agreement shall be made without
\nwithholding for taxes under the Income Tax Act (Canada) provided that such
\npayments are not in respect of services rendered in Canada. No goods and
\nservices tax imposed under the federal laws of Canada or provincial taxes under
\nthe laws of the Province of Ontario will be payable by the Bank or collectable
\nby the Underwriter in respect of the payment of the commissions as contemplated
\nby this Agreement to the Underwriter that is not a resident of Canada, provided
\nthat any such commissions are in respect of services performed by the
\nUnderwriter wholly outside of Canada or the resale of Securities by the
\nUnderwriter to U.S. residents.<\/p>\n

20. No stamp duty, documentary taxes or similar taxes are payable by the Bank
\nunder the federal laws of Canada or the laws of the Province of Ontario in
\nconnection with the creation, issuance, sale and delivery of the Securities to
\nthe Underwriter or the resale of Securities by the Underwriter to U.S.
\nresidents.<\/p>\n

21. The submission by the Bank to the non-exclusive jurisdiction of the New
\nYork Courts in each of Section 16 of this Agreement and Section 1501 of the
\nIndenture would be recognized and given effect by an Ontario Court as a valid
\nsubmission to the New York Courts, provided that the provisions of this
\nAgreement and the Indenture, as applicable, dealing with service of process on
\nthe Bank are duly complied with.<\/p>\n

EXHIBIT A-1-3<\/p>\n

\n

22. The laws of the Province of Ontario permit an action to be brought in a
\ncourt of competent jurisdiction in Ontario on any final and conclusive in
\npersonam judgment of a court of competent jurisdiction in New York (a “New York
\nCourt”) for a sum certain, obtained against the Bank with respect to a claim
\narising out of this Agreement, the Indenture or the Securities (a “New York
\nJudgment”) without reconsideration of the merits provided that:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

an action to enforce the New York Judgment must be commenced in an Ontario
\nCourt within any applicable limitation period;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

an Ontario Court has discretion to stay or decline to hear an action on the
\nNew York Judgment if such judgment is under appeal, or there is another
\nsubsisting judgment in any jurisdiction relating to the same cause of action;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

an Ontario Court will render judgment only in Canadian dollars; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

an action in an Ontario Court on the New York Judgment may be affected by
\nbankruptcy, insolvency or laws affecting the enforcement of creditors153 rights
\ngenerally;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

further, an Ontario Court will not give such judgment if:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

the New York Judgment was obtained by fraud or in a manner contrary to the
\nprinciples of natural justice;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

the New York Judgment is for a claim which would be characterized as based
\ndirectly or indirectly on foreign revenue, expropriatory, or penal, or other
\npublic law under Ontario Law;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

the enforcement of the New York Judgment is contrary to or inconsistent with
\npublic policy, as such term is interpreted under Ontario law (“Public Policy”)
\nor to an order made by the Attorney General of Canada under the Foreign
\nExtraterritorial Measures Act (Canada) or by the Competition Tribunal under the
\nCompetition Act (Canada) in respect of certain judgments referred to in such
\nstatutes; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

the New York Judgment has been satisfied or is void or voidable under New
\nYork Law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

23. In any proceeding in a court of competent jurisdiction in the Province of
\nOntario (an “Ontario Court”) for the enforcement of this Agreement, the
\nIndenture or the Securities, an Ontario Court would apply the laws of State of
\nNew York (“New York Law”), in accordance with the parties153 choice of New York
\nLaw in this Agreement and the Indenture, to all issues which under the laws of
\nthe Province of Ontario and the federal laws applicable in the Province of
\nOntario (“Ontario Law”) are to be determined in accordance with the chosen law
\nof the contract, provided that:<\/p>\n

EXHIBIT A-1-4<\/p>\n

\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

\n

The parties153 choice of New York Law is bona fide and legal and is not
\ncontrary to Public Policy;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(b)<\/p>\n<\/td>\n

\n

In any such proceeding, an Ontario Court:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

will not take judicial notice of the provisions of New York Law but will only
\napply such provisions if they are pleaded and proven by expert testimony;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

will apply Ontario Law to matters which would be characterized as procedural
\nunder Ontario Law;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

will apply provisions of Ontario Law that have overriding effect;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

will not apply any New York Law if its application would be contrary to
\nPublic Policy;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

will not apply any New York Law if such application would be characterized
\nunder Ontario Law as the direct or indirect enforcement of a foreign revenue,
\nexpropriatory, penal or other public law; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

\n

will not enforce the performance of any obligation that is illegal under the
\nlaws of any jurisdiction in which the obligation is to be performed; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(c)<\/p>\n<\/td>\n

\n

an Ontario Court has discretion to decline to hear an action if: (i) it is
\ncontrary to Public Policy; (ii) it is not the proper forum to hear such an
\naction; or (iii) another action is properly pending before, or a decision has
\nbeen rendered by, a foreign authority relating to the same cause of action.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

EXHIBIT A-1-5<\/p>\n

\n

EXHIBIT A-2 <\/strong><\/p>\n

FORM OF OPINION OF MAYER BROWN LLP<\/p>\n

(To be delivered pursuant to Section 5(f)<\/p>\n

of the Underwriting Agreement)<\/p>\n

1. Assuming the Indenture has been duly authorized, executed and delivered by
\nthe Bank under the laws of the Province of Ontario and the federal laws of
\nCanada applicable therein and is a valid and legally binding obligation of the
\nBank under the laws of the Province of Ontario and the federal laws of Canada
\napplicable therein, the Indenture is the legal, valid and binding obligation of
\nthe Bank, enforceable against the Bank in accordance with its terms (subject, as
\nto enforceability, to applicable bankruptcy, insolvency, reorganization,
\nmoratorium or other similar laws affecting creditors153 rights generally from time
\nto time in effect and to general principles of equity regardless of whether
\nenforceability is considered in a proceeding in equity or at law).<\/p>\n

2. The Indenture has been duly qualified under the Trust Indenture Act.<\/p>\n

3. Assuming the Securities have been duly authorized by the Bank under the
\nlaws of the Province of Ontario and the federal laws of Canada applicable
\ntherein and are valid and legally binding obligations of the Bank under the laws
\nof the Province of Ontario and the federal laws of Canada applicable therein,
\nand, when executed and authenticated in accordance with the provisions of the
\nIndenture and paid for and delivered as provided in this Agreement, the
\nSecurities will be the legal, valid and binding obligations of the Bank,
\nenforceable against the Bank in accordance with their terms (subject, as to
\nenforceability, to applicable bankruptcy, insolvency, reorganization, moratorium
\nor other similar laws affecting creditors153 rights generally from time to time in
\neffect and to general principles of equity regardless of whether enforceability
\nis considered in a proceeding in equity or at law).<\/p>\n

4. The execution and delivery by the Bank of, and the performance by the Bank
\nof its obligations under, this Agreement, the Indenture and the Securities will
\nnot contravene any provision of any United States federal or New York State law,
\nrule or regulation, in each case which, in our opinion, based on our experience,
\nare normally applicable to transactions of the type contemplated by this
\nAgreement, the Indenture or the Securities (“United States Applicable Laws”),
\nexcept that we do not express any opinion in this paragraph with respect to
\nstate securities laws.<\/p>\n

5. The Registration Statement, or any amendment thereto, as of its most
\nrecent effective date, and the Prospectus, or any supplement or amendment
\nthereto, as of its date, in each case, other than the financial statements and
\nnotes thereto and the other financial data contained therein, as to which such
\ncounsel need express no opinion, and excluding the documents incorporated by
\nreference therein, each appeared on its face to comply as to form in all
\nmaterial respects with the applicable requirements of the Securities Act and the
\nrules and<\/p>\n

EXHIBIT A-2-1<\/p>\n

\n

regulations thereunder and the Trust Indenture Act and the rules and
\nregulations thereunder, and the Form F-X, as of its date, appeared on its face
\nto comply as to form in all material respects with the applicable requirements
\nof the Securities Act and the rules and regulations thereunder applicable to
\nsuch form.<\/p>\n

6. Based upon our review of United States Applicable Laws, no consent,
\napproval, authorization or order of, or qualification with, any United States
\nfederal or New York state governmental body or agency is required for the
\nperformance by the Bank of its obligations under this Agreement, the Indenture
\nor the Securities, except for the registration of the Securities under the
\nSecurities Act, the qualification of the Indenture under the Trust Indenture Act
\nand such as may be required by the securities or Blue Sky laws of the various
\nstates in connection with the offer and sale of the Securities.<\/p>\n

7. The statements set forth in the Pricing Disclosure Package and the
\nProspectus under the captions “Description of the Notes” and “Description of
\nDebt Securities,” insofar as such statements purport to summarize certain
\nprovisions of the Securities or the Indenture, fairly summarize the matters set
\nforth therein in all material respects.<\/p>\n

8. The discussion of tax matters set forth in the Pricing Disclosure Package
\nand the Prospectus under the caption “Material U.S. Federal Income Tax
\nConsiderations,” insofar as such statements constitute a summary of the United
\nStates federal tax laws referred to therein as of such date and as of the date
\nhereof, are accurate and fairly summarize in all material respects the United
\nStates federal tax laws referred to therein (subject to the qualifications and
\nassumptions set forth in such discussion).<\/p>\n

9. The Bank is not and, after giving effect to the offering and sale of the
\nSecurities and the application of the proceeds thereof as described in the
\nPricing Disclosure Package and the Prospectus will not be, required to register
\nas an “investment company” as such term is defined in the Investment Company Act
\nof 1940, as amended.<\/p>\n

10. Assuming this Agreement and the Indenture have been duly authorized,
\nexecuted and delivered by the Bank under the laws of the Province of Ontario or
\nthe federal laws of Canada applicable therein and assuming the validity of such
\nactions under the laws of the Province of Ontario or the federal laws of Canada
\napplicable therein, under the laws of the State of New York relating to
\nsubmission to jurisdiction, the Bank has, pursuant to Section 16 of this
\nAgreement and Section 1501 of the Indenture, (i) validly submitted to the
\nnon-exclusive jurisdiction of the U.S. federal and New York State courts located
\nin The City of New York in connection with any action or proceeding arising out
\nof or related to this Agreement, the Indenture or the Securities or the
\ntransactions contemplated thereby and (ii) validly appointed an authorized agent
\nfor service of process pursuant to Section 16 of this Agreement and Section 1501
\nof the Indenture.<\/p>\n

Such counsel shall also state that (i) a Notice of Effectiveness of the
\nCommission indicates that the Registration Statement became effective on July
\n14, 2010; (ii) any required filings of the Prospectus pursuant to General
\nInstruction II.K of Form F-9 have been made in the manner and within the time
\nperiod required by such General Instruction; (iii) that, based solely on
\nconversations with the Commission, no stop order suspending the effectiveness of
\nthe<\/p>\n

EXHIBIT A-2-2<\/p>\n

\n

Registration Statement has been issued and no proceedings for the purpose
\nhave been instituted, are pending or, to our knowledge, are contemplated under
\nthe Securities Act; and (iv) that, based solely on inquiries of the Bank, the
\nBank is not the subject of a pending proceeding or examination under Section
\n8(d) or 8(e) of the Securities Act and the Bank is not the subject of a pending
\nproceeding under Section 8A of the Securities Act in connection with the
\noffering of the Securities.<\/p>\n

In rendering such opinion, such counsel may rely (A) as to matters involving
\nthe application of laws of the Province of Ontario or the federal laws of Canada
\napplicable therein to the extent they deem proper upon the opinion of Blake,
\nCassels & Graydon LLP referred to in Section 6(e) of this Agreement, and (B)
\nas to matters of fact, to the extent they deem proper, on certificates of
\nresponsible officers of the Bank and public officials and on the representations
\nof the Bank as provided in this Agreement.<\/p>\n

EXHIBIT A-2-3<\/p>\n

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