Bond CBIC 9% ( US13605WSH50 ) in USD

CBIC

100 % ▲

Canada

US13605WSH50 ( in USD )

9% per year ( payment 2 times a year)

16/09/2022 - Bond has expired

Prospectus brochure of the bond CIBC US13605WSH50 in USD 9%, expired

1 000 USD

4 470 000 USD

13605WSH5

N/A

CIBC is a leading North American financial institution offering a wide range of financial products and services to personal and business clients, including banking, wealth management, and capital markets.

The Bond issued by CBIC ( Canada ) , in USD, with the ISIN code US13605WSH50, pays a coupon of 9% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/09/2022

424B2 1 a19-18205_12424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216286

Pricing Supplement dated September 11, 2019
(To Equity Index Underlying Supplement dated November 6, 2018,
Prospectus Supplement dated November 6, 2018, and Prospectus dated March 28, 2017)
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$4,470,000 Contingent Coupon Autocallable Notes Linked to the Lowest Performing of the S&P 500® Index, the Russell 2000® Index and
the EURO STOXX 50® Index due September 16, 2022

·
The Contingent Coupon Autocallable Notes (the "notes") will provide quarterly Contingent Coupon Payments at a rate of 2.25% (9.00% per annum) until

the earlier of maturity or automatic call if, and only if, the Closing Level of the Lowest Performing Underlying on the applicable quarterly Coupon
Determination Date is greater than or equal to its Coupon Barrier Level (75% of its Initial Level).
·
If the Closing Level of the Lowest Performing Underlying on any Call Observation Date is greater than or equal to its Initial Level, we will automatically

call the notes and pay you on the applicable Call Payment Date the principal amount plus the applicable Contingent Coupon Payment. No further
amounts will be owed to you.
·
If the notes have not been previously called, the Payment at Maturity will depend on the Closing Level of the Lowest Performing Underlying on the Final

Valuation Date (the "Final Level") and will be calculated as follows:
a.
If the Final Level of the Lowest Performing Underlying is greater than or equal to its Principal Barrier Level (75% of its Initial Level): (i) the

principal amount plus (ii) the final Contingent Coupon Payment.
b.
If the Final Level of the Lowest Performing Underlying is less than its Principal Barrier Level: (i) the principal amount plus (ii) the principal amount

multiplied by the Percentage Change of the Lowest Performing Underlying. In this case, you will lose some or all of the principal amount at
maturity. Even with any Contingent Coupon Payments, the return on the notes could be negative.
·
The notes will not be listed on any securities exchange.

·
The notes will be issued in minimum denomination of $1,000 and integral multiples of $1,000.

The notes are unsecured obligations of the Bank and any payments on the notes are subject to the credit risk of the Bank. The notes will not
constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, or any other government
agency or instrumentality of Canada, the United States or any other jurisdiction. The notes are not bail-inable notes (as defined on page S-2 of the
prospectus supplement).

Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission has approved or disapproved of these
notes or determined if this pricing supplement or the accompanying underlying supplement, prospectus supplement or prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

Investing in the notes involves risks not associated with an investment in ordinary debt securities. See "Additional Risk Factors" beginning on
page PS-8 of this pricing supplement, and "Risk Factors" beginning on page S-1 of the accompanying underlying supplement, page S-1 of the
prospectus supplement and page 1 of the prospectus.

Price to Public (Initial Issue Price)(1)
Agent's Commission(1)(2)
Proceeds to Issuer
Per Note
$1,000
$20
$980
Total
$4,470,000
$89,400
$4,380,600

(1) Because certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their commissions or selling

concessions, the public offering price for investors purchasing the notes in these accounts will be $980.00 per note.
(2) CIBC World Markets Corp. ("CIBCWM") will receive commissions from the Issuer of 2.00% of the principal amount of the notes, or $20.00 per

$1,000 principal amount. CIBCWM will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to
other dealers. The commission received by CIBCWM will be equal to the selling concession paid to such dealers.

The initial estimated value of the notes on the Trade Date as determined by the Bank is $958.70 per $1,000 principal amount of the notes, which is less than
the price to public. See "The Bank's Estimated Value of the Notes" in this pricing supplement.

We will deliver the notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on September 16, 2019 against payment in
immediately available funds.

CIBC World Markets

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ADDITIONAL TERMS OF THE NOTES

You should read this pricing supplement together with the prospectus dated March 28, 2017 (the "prospectus"), the prospectus supplement dated
November 6, 2018 (the "prospectus supplement") and the Equity Index Underlying Supplement dated November 6, 2018 (the "underlying
supplement"). Information in this pricing supplement supersedes information in the underlying supplement, the prospectus supplement and the
prospectus to the extent it is different from that information. Certain capitalized terms used but not defined herein will have the meanings set forth
in the underlying supplement, the prospectus supplement or the prospectus.

You should rely only on the information contained in or incorporated by reference in this pricing supplement and the accompanying underlying
supplement, the prospectus supplement and the prospectus. This pricing supplement may be used only for the purpose for which it has been
prepared. No one is authorized to give information other than that contained in this pricing supplement and the accompanying underlying
supplement, the prospectus supplement and the prospectus, and in the documents referred to in those documents and which are made available to
the public. We, CIBCWM and our other affiliates have not authorized any other person to provide you with different or additional information. If
anyone provides you with different or additional information, you should not rely on it.

We and CIBCWM are not making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should not assume that
the information contained in or incorporated by reference in this pricing supplement or the accompanying underlying supplement, the prospectus
supplement or the prospectus is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of
operations and prospects may have changed since that date. Neither this pricing supplement nor the accompanying underlying supplement, the
prospectus supplement or the prospectus constitutes an offer, or an invitation on behalf of us or CIBCWM, to subscribe for and purchase any of the
notes and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is
not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

References to "CIBC," "the Issuer," "the Bank," "we," "us" and "our" in this pricing supplement are references to Canadian Imperial Bank of
Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.

You may access the underlying supplement, the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if such
address has changed, by reviewing our filing for the relevant date on the SEC website):

·
Underlying supplement dated November 6, 2018:

https://www.sec.gov/Archives/edgar/data/1045520/000110465918066561/a18-39408_13424b2.htm

·
Prospectus supplement dated November 6, 2018 and prospectus dated March 28, 2017:

https://www.sec.gov/Archives/edgar/data/1045520/000110465918066166/a18-37094_1424b2.htm

PS-1

SUMMARY

The information in this "Summary" section is qualified by the more detailed information set forth in the underlying supplement, the prospectus
supplement and the prospectus. See "Additional Terms of the Notes" in this pricing supplement.

Issuer:
Canadian Imperial Bank of Commerce

Reference Asset:
The lowest performing of the S&P 500® Index (Bloomberg ticker "SPX <Index>") (the "SPX"), the Russell
2000® Index (Bloomberg ticker "RTY <Index>") (the "RTY") and the EURO STOXX 50® Index (Bloomberg
ticker "SX5E <Index>") (the "SX5E") (each, an "Underlying" and together the "Underlyings")

Principal Amount:
$1,000 per note

Aggregate Principal Amount:
$4,470,000

Term:
Three years, unless previously called

Trade Date/Pricing Date:
September 11, 2019

Original Issue Date:
September 16, 2019

Final Valuation Date:
September 13, 2022, subject to postponement as described under "Certain Terms of the Notes--Valuation
Dates-- For Notes Where the Reference Asset Consists of Multiple Indices" in the underlying supplement.
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Maturity Date:
September 16, 2022. The Maturity Date is subject to the Call Feature and may be postponed as described
under "Certain Terms of the Notes-- Valuation Dates-- For Notes Where the Reference Asset Consists of
Multiple Indices" in the underlying supplement.

Contingent Coupon Payment:
On each Coupon Payment Date, you will receive payment at the Contingent Coupon Rate (a "Contingent
Coupon Payment") if, and only if, the Closing Level of the Lowest Performing Underlying on the related
Coupon Determination Date is greater than or equal to its Coupon Barrier Level.

If the Closing Level of the Lowest Performing Underlying on any Coupon Determination Date is less than its
Coupon Barrier Level, you will not receive any Contingent Coupon Payment on the related Coupon Payment
Date. If the Closing Level of the Lowest Performing Underlying is less than its Coupon Barrier Level on all
quarterly Coupon Determination Dates, you will not receive any Contingent Coupon Payments over the term
of the notes.

Each quarterly Contingent Coupon Payment, if payable, will be calculated per note as follows: $1,000 ×
Contingent Coupon Rate × (90/360). Any Contingent Coupon Payments will be rounded to the nearest cent,
with one-half cent rounded upward.

Contingent Coupon Rate:
9.00% per annum (or 2.25% per quarter).

Coupon Barrier Level:
2,250.70 for the SPX, 1,181.784 for the RTY and 2,637.62 for the SX5E, each of which is 75% of its Initial
Level (rounded to two decimal places for the SPX and the SX5E, and rounded to three decimal places for the
RTY).

PS-2

Coupon Determination Dates:
December 11, 2019, March 11, 2020, June 11, 2020, September 11, 2020, December 11, 2020, March 11,
2021, June 11, 2021, September 13, 2021, December 13, 2021, March 11, 2022, June 13, 2022 and
September 13, 2022, each subject to postponement as described under "Certain Terms of the Notes--
Valuation Dates-- For Notes Where the Reference Asset Consists of Multiple Indices" in the underlying
supplement.

Coupon Payment Dates:
The third Business Day following the related Coupon Determination Date, provided that the final Coupon
Payment Date will be the Maturity Date.

Each Coupon Payment Date is subject to postponement as described under "Certain Terms of the Notes--
Valuation Dates-- For Notes Where the Reference Asset Consists of Multiple Indices" in the underlying
supplement.

Call Feature:
If the Closing Level of the Lowest Performing Underlying on any Call Observation Date is greater than or
equal to its Initial Level, we will automatically call the notes and pay you on the applicable Call Payment Date
the principal amount plus the applicable Contingent Coupon Payment otherwise due for that Call Observation
Date.

If the notes are automatically called, they will cease to be outstanding on the related Call Payment Date and
you will have no further rights under the notes after such Call Payment Date. You will not receive any notice
from us if the notes are automatically called.

Call Observation Dates:
The Coupon Determination Dates beginning on March 11, 2020 and ending on June 13, 2022.

Call Payment Dates:
The relevant Coupon Payment Date.

Payment at Maturity:
If the notes have not been previously called, the Payment at Maturity will be based on the Final Level of the
Lowest Performing Underlying and will be calculated as follows:

·If the Final Level of the Lowest Performing Underlying is greater than or equal to its Principal Barrier
Level:

Principal Amount + Final Contingent Coupon Payment

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·If the Final Level of the Lowest Performing Underlying is less than its Principal Barrier Level:

Principal Amount + (Principal Amount × Percentage Change of the Lowest Performing Underlying)

In this case, you will lose some or all of the principal amount at maturity. Even with any Contingent
Coupon Payments, the return on the notes could be negative.

Percentage Change:
The "Percentage Change" with respect to each Underlying, expressed as a percentage, is calculated as follows:

Final Level Initial Level
Initial Level

Principal Barrier Level:
2,250.70 for the SPX, 1,181.784 for the RTY and 2,637.62 for the SX5E, each of which is 75% of its Initial
Level (rounded to two decimal places for the SPX and the SX5E, and rounded to three decimal places for the
RTY).

PS-3

Lowest Performing
On any Coupon Determination Date, including the Final Valuation Date, the "Lowest Performing Underlying"
Underlying:
is the Underlying that has the lowest Closing Level on that date as a percentage of its Initial Level.

Initial Level:
3,000.93 for the SPX, 1,575.712 for the RTY and 3,516.82 for the SX5E, each of which was its Closing Level
on the Trade Date.

Final Level:
For each Underlying, its Closing Level on the Final Valuation Date.

Calculation Agent:
Canadian Imperial Bank of Commerce.

CUSIP/ISIN:
CUSIP: 13605WSH5 / ISIN: US13605WSH50

Fees and Expenses:
The price at which you purchase the notes includes costs that the Bank or its affiliates expect to incur and
profits that the Bank or its affiliates expect to realize in connection with hedging activities related to the notes.

PS-4

HYPOTHETICAL PAYMENT AT MATURITY

The following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of
every possible scenario concerning increases or decreases in the Final Level of any Underlying relative to its Initial Level. We cannot predict the
Closing Level of any Underlying on any Coupon Determination Date, including the Final Valuation Date. The assumptions we have made in
connection with the illustrations set forth below may not reflect actual events. You should not take this illustration or these examples as an
indication or assurance of the expected performance of the Underlyings or return on the notes. The numbers appearing in the table below and
following examples have been rounded for ease of analysis.

The table below illustrates the Payment at Maturity on a $1,000 investment in the notes for a hypothetical range of percentage changes of the
Lowest Performing Underlying from -100% to +100%. The following results are based solely on the assumptions outlined below. The
"Hypothetical Return on the Notes" as used below is the number, expressed as a percentage, that results from comparing the Payment at Maturity
per $1,000 principal amount to $1,000. The potential returns described here assume that the notes have not been automatically called prior to
maturity and are held to maturity, and are calculated excluding any Contingent Coupon Payments paid prior to maturity. The following table and
examples are based on the following terms:

Principal Amount:
$1,000

Contingent Coupon Rate:
9.00% per annum (or 2.25% per quarter)

Hypothetical Initial Level of the Lowest Performing Underlying:
1,000

Hypothetical Principal Barrier Level of the Lowest Performing Underlying: 750 (75% of its Initial Level)

Hypothetical Return on
Hypothetical Final
Hypothetical
the Notes (Excluding Any
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Level of the Lowest
Percentage Change of
Hypothetical Payment at
Contingent Coupon
Performing
the Lowest Performing
Maturity
Payments Paid Prior to
Underlying
Underlying
Maturity)
2,000.00
100.00%
$1,022.50(1)
2.25%
1,750.00
75.00%
$1,022.50
2.25%
1,500.00
50.00%
$1,022.50
2.25%
1,250.00
25.00%
$1,022.50
2.25%
1,000.00(2)
0.00%
$1,022.50
2.25%
900.00
-10.00%
$1,022.50
2.25%
800.00
-20.00%
$1,022.50
2.25%
750.00(3)
-25.00%
$1,022.50
2.25%
749.00
-25.10%
$749.00
-25.10%
700.00
-30.00%
$700.00
-30.00%
600.00
-40.00%
$600.00
-40.00%
500.00
-50.00%
$500.00
-50.00%
250.00
-75.00%
$250.00
-75.00%
100.00
-90.00%
$100.00
-90.00%
0.00
-100.00%
$0.00
-100.00%

(1)
The Payment at Maturity cannot exceed the principal amount plus the final Contingent Coupon Payment.

(2)
The hypothetical Initial Level of 1,000 used in these examples has been chosen for illustrative purposes only. The actual Initial Level of

each Underlying is set forth on page PS-4 of this pricing supplement.
(3)
This is the hypothetical Principal Barrier Level of the Lowest Performing Underlying.

PS-5

The following examples indicate how the Payment at Maturity would be calculated with respect to a hypothetical $1,000 investment in the notes.

Example 1: The Percentage Change of the Lowest Performing Underlying Is 50.00%.

Because the Final Level of the Lowest Performing Underlying is greater than its Principal Barrier Level, the Payment at Maturity would be
$1,022.50 per $1,000 principal amount, calculated as follows:

$1,000 + Final Contingent Coupon Payment

= $1,000 + ($1,000 × 2.25%)

= $1,022.50

Example 1 shows that the Payment at Maturity will be fixed at the principal amount plus the final Contingent Coupon Payment when the Final
Level of the Lowest Performing Underlying is at or above its Principal Barrier Level, regardless the extent to which the level of the Lowest
Performing Underlying increases.

Example 2: The Percentage Change of the Lowest Performing Underlying Is -10.00%.

Because the Final Level of the Lowest Performing Underlying is greater than or equal to its Principal Barrier Level, the Payment at Maturity would
be $1,022.50 per $1,000 principal amount, calculated as follows:

$1,000 + Final Contingent Coupon Payment

= $1,000 + ($1,000 × 2.25%)

= $1,022.50

Example 2 shows that the Payment at Maturity will equal the principal amount plus the final Contingent Coupon Payment when the Final Level of
the Lowest Performing Underlying is at or above its Principal Barrier Level, although the level of the Lowest Performing Underlying has
decreased.

Example 3: The Percentage Change of the Lowest Performing Underlying Is -75.00%.
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Because the Final Level of the Lowest Performing Underlying is less than its Principal Barrier Level, the Payment at Maturity would be $250.00
per $1,000 principal amount, calculated as follows:

$1,000 + ($1,000 × Percentage Change of the Lowest Performing Underlying)

= $1,000 + ($1,000 × -75.00%)

= $250.00

Example 3 shows that you are exposed on a 1-to-1 basis to any decrease in the level of the Lowest Performing Underlying from its Initial Level if
its Final Level is less than its Principal Barrier Level. You may lose up to 100% of your principal amount at maturity. Even with any
Contingent Coupon Payments, the return on the notes could be negative.

These examples illustrate that you will not participate in any appreciation of any Underlying, but will be fully exposed to a decrease in the
Lowest Performing Underlying if the Final Level of the Lowest Performing Underlying is less than its Principal Barrier Level, even if the
Final Levels of the other Underlyings have appreciated or have not declined below their respective Principal Barrier Levels.

PS-6

INVESTOR SUITABILITY

The notes may be suitable for you if:

·
You believe that the Closing Level of each Underlying will be at or above its Coupon Barrier Level on most or all of the Coupon

Determination Dates, and the Final Level of the Lowest Performing Underlying will be at or above its Principal Barrier Level.
·
You seek an investment with quarterly Contingent Coupon Payments at a rate of 2.25% (9.00% per annum) until the earlier of maturity or

automatic call, if, and only if, the Closing Level of the Lowest Performing Underlying on the applicable Coupon Determination Date is
greater than or equal to its Coupon Barrier Level.
·
You are willing to lose a substantial portion or all of the principal amount of the notes if the notes are not called and the Final Level of the

Lowest Performing Underlying is less than its Principal Barrier Level.
·
You are willing to accept the risk that you may not receive any Contingent Coupon Payments on most or all of the Coupon Payment Dates

and may lose up to 100% of the principal amount of the notes at maturity.
·
You are willing to invest in the notes based on the fact that your maximum potential return is the sum of any Contingent Coupon

Payments payable on the notes.
·
You are willing to forgo participation in any appreciation of any Underlying.

·
You understand that the return on the notes will depend solely on the performance of the Lowest Performing Underlying on each Coupon

Determination Date and consequently, the notes are riskier than alternative investments linked to only one of the Underlyings or linked to
a basket composed of the Underlyings.
·
You understand that the notes may be automatically called prior to maturity and that the term of the notes may be as short as

approximately six months, or you are otherwise willing to hold the notes to maturity.
·
You do not seek certainty of current income over the term of the notes.

·
You are willing to forgo dividends or other distributions paid on the securities included in the Underlyings.

·
You do not seek an investment for which there will be an active secondary market.

·
You are willing to assume the credit risk of the Bank for any payments under the notes.

The notes may not be suitable for you if:

·
You believe that the Closing Level of at least one Underlying will be below its Coupon Barrier Level on most or all of the Coupon

Determination Dates, and the Final Level of the Lowest Performing Underlying will be below its Principal Barrier Level.
·
You believe that the Contingent Coupon Payments, if any, will not provide you with your desired return.

·
You are unwilling to lose a substantial portion or all of the principal amount of the notes if the notes are not called and the Final Level of

the Lowest Performing Underlying is less than its Principal Barrier Level.
·
You are unwilling to accept the risk that you may not receive any Contingent Coupon Payments on most or all of the Coupon Payment

Dates and may lose up to 100% of the principal amount of the notes at maturity.
·
You seek full payment of the principal amount of the notes at maturity.

·
You seek an uncapped return on your investment.

·
You seek exposure to the upside performance of any or each Underlying.

·
You seek exposure to a basket composed of the Underlyings or a similar investment in which the overall return is based on a blend of the

performances of the Underlyings, rather than solely on the Lowest Performing Underlying.
·
You are unable or unwilling to hold the notes that may be automatically called prior to maturity, or you are otherwise unable or unwilling

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to hold the notes to maturity.
·
You seek certainty of current income over the term of the notes.

·
You want to receive dividends or other distributions paid on the securities included in the Underlyings.

·
You seek an investment for which there will be an active secondary market.

·
You are not willing to assume the credit risk of the Bank for all payments under the notes.

The investor suitability considerations identified above are not exhaustive. Whether or not the notes are a suitable investment for you will
depend on your individual circumstances and you should reach an investment decision only after you and your investment, legal, tax,
accounting and other advisors have carefully considered the suitability of an investment in the notes in light of your particular
circumstances. You should also review ``Additional Risk Factors'' below for risks related to the notes.

PS-7

ADDITIONAL RISK FACTORS

An investment in the notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge you to read
"Risk Factors" beginning on page S-1 of the accompanying underlying supplement, page S-1 of the prospectus supplement and page 1 of the
prospectus.

You should understand the risks of investing in the notes and should reach an investment decision only after careful consideration, with your
advisers, of the suitability of the notes in light of your particular financial circumstances and the information set forth in this pricing supplement and
the accompanying underlying supplement, the prospectus supplement and the prospectus.

If the notes are not called, you may lose all or a substantial portion of the principal amount of your notes.

The notes do not guarantee any return of principal. The repayment of any principal on the notes at maturity depends on the Final Level of the
Lowest Performing Underlying. The Bank will only repay you the full principal amount of your notes if the Final Level of the Lowest Performing
Underlying is equal to or greater than its Principal Barrier Level. If the Final Level of the Lowest Performing Underlying is less than its Principal
Barrier Level, you will lose 1% of the principal amount for each percentage point that the Final Level of the Lowest Performing Underlying is less
than its Initial Level. You may lose a substantial portion or all of the principal amount. Even with any Contingent Coupon Payments, the return on
the notes could be negative.

The automatic call feature limits your potential return.

If the notes are called, the payment on the notes on any Call Payment Date is limited to the principal amount plus the applicable Contingent Coupon
Payment. In addition, if the notes are called, which may occur as early as the second Coupon Determination Date, the amount of coupon payable on
the notes will be less than the full amount of coupon that would have been payable if the notes had not been called prior to maturity. If the notes
are automatically called, you will lose the opportunity to continue to receive the Contingent Coupon Payments from the relevant Call Payment Date
to the scheduled Maturity Date, and the total return on the notes could be minimal. Because of the automatic call feature, the term of your
investment in the notes may be limited to a period that is shorter than the original term of the notes and may be as short as approximately six
months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar
level of risk in the event the notes are automatically called prior to the Maturity Date.

The notes do not provide for fixed payments of interest and you may receive no Contingent Coupon Payments on most or all of the
Coupon Payment Dates.

On each Coupon Payment Date, you will receive a Contingent Coupon Payment if, and only if, the Closing Level of the Lowest Performing
Underlying on the related Coupon Determination Date is greater than or equal to its Coupon Barrier Level. If the Closing Level of the Lowest
Performing Underlying on any Coupon Determination Date is less than its Coupon Barrier Level, you will not receive any Contingent Coupon
Payment on the related Coupon Payment Date, and if the Closing Level of the Lowest Performing Underlying is less than its Coupon Barrier Level
on each Coupon Determination Date over the term of the notes, you will not receive any Contingent Coupon Payments over the entire term of the
notes.

You will not participate in any appreciation of any Underlying and your return on the notes will be limited to the Contingent Coupon
Payments paid on the notes, if any.

The Payment at Maturity will not exceed the principal amount plus the final Contingent Coupon Payment and any positive return you receive on
the notes will be composed solely of the sum of any Contingent Coupon Payments received prior to and at maturity. You will not participate in any
appreciation of any Underlying. Therefore, if the appreciation of any Underlying exceeds the sum of the Contingent Coupon Payments paid to you,
if any, the notes will underperform an investment in securities linked to that Underlying providing full participation in the appreciation.
Accordingly, the return on the notes may be less than the return would be if you made an investment in securities directly linked to the positive
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performance of the Underlyings.

The notes are subject to the full risks of the Lowest Performing Underlying and will be negatively affected if any Underlying performs
poorly, even if the other Underlyings perform favorably.

You are subject to the full risks of the Lowest Performing Underlying. If the Lowest Performing Underlying performs poorly, you will be
negatively affected, even if the other Underlyings perform favorably. The notes are not

PS-8

linked to a basket composed of the Underlyings, where the better performance of some Underlyings could offset the poor performance of others.
Instead, you are subject to the full risks of the Lowest Performing Underlying on each Coupon Determination Date. As a result, the notes are
riskier than an alternative investment linked to only one of the Underlyings or linked to a basket composed of the Underlyings. You should not
invest in the notes unless you understand and are willing to accept the full downside risks of the Lowest Performing Underlying.

The payments on the notes are not linked to the level of the Underlyings at any time other than the Coupon Determination Dates.

The payments on the notes will be based on the Closing Level of each Underlying on the Coupon Determination Dates. Therefore, for example, if
the Closing Level of an Underlying declined substantially as of a Coupon Determination Date compared to its Initial Level or Coupon Barrier
Level, as applicable, the notes will not be called and the relevant Contingent Coupon Payment will not be payable. Similarly, if the Final Level of
the Lowest Performing Underlying declined substantially as of the Final Valuation Date compared to its Principal Barrier Level, the Payment at
Maturity may be significantly less than it would otherwise have been had the Payment at Maturity been linked to the Closing Level of the Lowest
Performing Underlying prior to the Final Valuation Date. Although the actual level of an Underlying at other times during the term of the notes
may be higher than its Closing Level on a Coupon Determination Date, the payments on the notes will not benefit from the Closing Level of such
Underlying at any time other than the Coupon Determination Dates.

Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the
value of the notes.

The notes are our senior unsecured debt obligations and are not, either directly or indirectly, an obligation of any third party. As further described
in the accompanying prospectus and prospectus supplement, the notes will rank on par with all of our other unsecured and unsubordinated debt
obligations, except such obligations as may be preferred by operation of law. Any payment to be made on the notes depends on our ability to
satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness of us may affect the market value of the notes and,
in the event we were to default on our obligations, you may not receive the amounts owed to you under the terms of the notes. If we default on our
obligations under the notes, your investment would be at risk and you could lose some or all of your investment. See "Description of the Notes We
May Offer--Events of Default" in the accompanying prospectus supplement.

The Bank's initial estimated value of the notes is lower than the initial issue price (price to public) of the notes.

The initial issue price of the notes exceeds the Bank's initial estimated value because costs associated with selling and structuring the notes, as well
as hedging the notes, are included in the initial issue price of the notes. See "The Bank's Estimated Value of the Notes" in this pricing supplement.

The Bank's initial estimated value does not represent future values of the notes and may differ from others' estimates.

The Bank's initial estimated value of the notes is only an estimate, which was determined by reference to the Bank's internal pricing models when
the terms of the notes were set. This estimated value was based on market conditions and other relevant factors existing at that time, the Bank's
internal funding rate on the Trade Date and the Bank's assumptions about market parameters, which can include volatility, dividend rates, interest
rates and other factors. Different pricing models and assumptions could provide valuations for the notes that are greater or less than the Bank's
initial estimated value. In addition, market conditions and other relevant factors in the future may change, and any assumptions may prove to be
incorrect. On future dates, the market value of the notes could change significantly based on, among other things, changes in market conditions,
including the levels of the Underlyings, the Bank's creditworthiness, interest rate movements and other relevant factors, which may impact the
price at which the agent or any other party would be willing to buy the notes from you in any secondary market transactions. The Bank's initial
estimated value does not represent a minimum price at which the agent or any other party would be willing to buy the notes in any secondary
market (if any exists) at any time. See "The Bank's Estimated Value of the Notes" in this pricing supplement.

The Bank's initial estimated value of the notes was not determined by reference to credit spreads for our conventional fixed-rate debt.

The internal funding rate used in the determination of the Bank's initial estimated value of the notes generally represents a discount from the credit
spreads for our conventional fixed-rate debt. The discount is based on, among

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PS-9

other things, our view of the funding value of the notes as well as the higher issuance, operational and ongoing liability management costs of the
notes in comparison to those costs for our conventional fixed-rate debt. If the Bank were to have used the interest rate implied by our conventional
fixed-rate debt, we would expect the economic terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate
for market-linked notes had an adverse effect on the economic terms of the notes and the initial estimated value of the notes on the Trade Date, and
could have an adverse effect on any secondary market prices of the notes. See "The Bank's Estimated Value of the Notes" in this pricing
supplement.

The notes will be subject to risks associated with small-capitalization companies.

The RTY will track companies that are considered small-capitalization. These companies often have greater stock price volatility, lower trading
volume and less liquidity than large-capitalization companies and therefore the level of the RTY may be more volatile than an investment in stocks
issued by larger companies. Stock prices of small-capitalization companies may also be more vulnerable than those of larger companies to adverse
business and economic developments, and the stocks of small-capitalization companies may be thinly traded, making it difficult for the RTY to
track them. In addition, small-capitalization companies are often less stable financially than large-capitalization companies and may depend on a
small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst
coverage and may be in early, and less predictable, periods of their corporate existences. These companies tend to have smaller revenues, less
diverse product lines, smaller shares of their product or service markets, fewer financial resources and competitive strengths than large-
capitalization companies, and are more susceptible to adverse developments related to their products.

An investment in the notes is subject to risks associated with investing in international securities markets.

Your return on these notes and the value of these notes may be affected by factors affecting the international securities markets, specifically
changes within the Eurozone. The United Kingdom has voted to leave the European Union (popularly known as "Brexit"). The effect of Brexit is
uncertain, and Brexit has contributed and may continue to contribute to volatility in the prices of securities of companies located in Europe and
currency exchange rates, including the valuation of the euro and British pound in particular.

A foreign stock exchange may impose trading limitations intended to prevent extreme fluctuations in individual security prices and may suspend
trading in certain circumstances. These actions could limit variations in the level of the SX5E, which could, in turn, adversely affect the value of
the notes. Investments in notes linked to the value of foreign equity securities involve particular risks. The foreign securities markets whose
stocks are included in the SX5E may have less liquidity and may be more volatile than U.S. or other securities markets and market developments
may affect foreign markets differently from U.S. or other securities markets. Direct or indirect government intervention to stabilize the foreign
securities markets, as well as cross-shareholdings in foreign companies, may affect trading prices and volumes in those markets. Also, there is
generally less publicly available information about foreign companies than about those U.S. companies that are subject to the reporting
requirements of the SEC, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements that differ
from those applicable to U.S. reporting companies.

Securities prices in foreign countries are subject to political, economic, financial and social factors that apply in those geographical regions. These
factors, which could negatively affect those securities markets, include the possibility of recent or future changes in a foreign government's
economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign
companies or investments in foreign equity securities and the possibility of fluctuations in the rate of exchange between currencies, the possibility
of outbreaks of hostility and political instability and the possibility of natural disasters or adverse public health developments in the region.
Moreover, foreign economies may differ favorably or unfavorably from the U.S. economy in important respects such as growth of gross national
product, rate of inflation, capital reinvestment, resources and self-sufficiency.

Any one of these factors, or the combination of more than one of these factors, could negatively affect such foreign securities market and the price
of securities therein. In addition, you will not obtain the benefit of any increase in the value of the euro against the U.S. dollar which you would
have received if you had owned the securities in the SX5E during the term of these notes, although the level of the SX5E may be adversely affected
by general exchange rate movements in the market.

PS-10

The notes will not be adjusted for changes in exchange rates.

Although the equity securities that are included in the SX5E are traded in the euro, and your notes are denominated in U.S. dollars, the level of the
SX5E and the amount payable on the notes will not be adjusted for changes in the exchange rates between the U.S. dollar and the euro. Changes in
the exchange rates, however, may also reflect changes in the foreign economies that in turn may adversely affect the level of the SX5E, and
therefore the return on your notes. The amount we will pay in respect of your notes will be determined solely in accordance with the procedures
described in this pricing supplement.
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Certain business, trading and hedging activities of us, the agent, and our other affiliates may create conflicts with your interests and could
potentially adversely affect the value of the notes.

We, the agent, and our other affiliates may engage in trading and other business activities related to an Underlying or any securities included in an
Underlying that are not for your account or on your behalf. We, the agent, and our other affiliates also may issue or underwrite other financial
instruments with returns based upon an Underlying. These activities may present a conflict of interest between your interest in the notes and the
interests that we, the agent, and our other affiliates may have in our or their proprietary accounts, in facilitating transactions, including block
trades, for our or their other customers, and in accounts under our or their management. These trading and other business activities, if they affect
the level of any Underlying or secondary trading in your notes, could be adverse to your interests as a beneficial owner of the notes.

Moreover, we and our affiliates play a variety of roles in connection with the issuance of the notes, including hedging our obligations under the
notes and making the assumptions and inputs used to determine the pricing of the notes and the initial estimated value of the notes when the terms
of the notes are set. We expect to hedge our obligations under the notes through the agent, one of our other affiliates, and/or another unaffiliated
counterparty. Any of these hedging activities may adversely affect the level of an Underlying and therefore the market value of the notes and the
amount you will receive, if any, on the notes. In connection with such activities, the economic interests of us, the agent, and our other affiliates may
be adverse to your interests as an investor in the notes. Any of these activities may adversely affect the value of the notes. In addition, because
hedging our obligations entails risk and may be influenced by market forces beyond our control, this hedging activity may result in a profit that is
more or less than expected, or it may result in a loss. We, the agent, or one or more of our other affiliates will retain any profits realized in hedging
our obligations under the notes even if investors do not receive a favorable investment return under the terms of the notes or in any secondary
market transaction. Any profit in connection with such hedging activities will be in addition to any other compensation that we, the agent, and our
other affiliates receive for the sale of the notes, which creates an additional incentive to sell the notes to you. We, the agent, and our other affiliates
will have no obligation to take, refrain from taking or cease taking any action with respect to these transactions based on the potential effect on an
investor in the notes.

There are potential conflicts of interest between you and the calculation agent.

The calculation agent will determine, among other things, the amount of payments on the notes. The calculation agent will exercise its judgment
when performing its functions. For example, the calculation agent will determine whether a Market Disruption Event affecting an Underlying has
occurred, and make a good faith estimate in its sole discretion of the Closing Level for an affected Underlying if the relevant Coupon
Determination Date is postponed to the last possible day. See "Certain Terms of the Notes--Valuation Dates" in the underlying supplement. This
determination may, in turn, depend on the calculation agent's judgment as to whether the event has materially interfered with our ability or the
ability of one of our affiliates to unwind our hedge positions. The calculation agent will be required to carry out its duties in good faith and use its
reasonable judgment. However, because we will be the calculation agent, potential conflicts of interest could arise. Neither we nor any of our
affiliates will have any obligation to consider your interests as a holder of the notes in taking any action that might affect the value of your notes.

Higher Contingent Coupon Rate or lower Principal Barrier Level are generally associated with Underlyings with greater expected
volatility and therefore can indicate a greater risk of loss.

"Volatility" refers to the frequency and magnitude of changes in the level of an Underlying. The greater the expected volatility with respect to an
Underlying on the Trade Date, the higher the expectation as of the Trade Date that the level of the Underlying could close below its Principal
Barrier Level on the Final Valuation Date, indicating a higher expected risk of loss on the notes. This greater expected risk will generally be
reflected in a higher Contingent Coupon Rate than the yield payable on our conventional debt securities with a similar maturity, or in more
favorable terms (such as a lower Coupon Barrier Level or a higher Contingent Coupon Rate) than for similar

PS-11

securities linked to the performance of the Underlyings with a lower expected volatility as of the Trade Date. You should therefore understand that
a relatively higher Contingent Coupon Rate may indicate an increased risk of loss. Further, a relatively lower Principal Barrier Level may not
necessarily indicate that the notes have a greater likelihood of a repayment of principal at maturity. The volatility of an Underlying can change
significantly over the term of the notes. The level of an Underlying for your notes could fall sharply, which could result in a significant loss of
principal. You should be willing to accept the downside market risk of the Underlyings and the potential to lose some or all of your principal at
maturity.

The notes will not be listed on any securities exchange or any inter-dealer quotation system, and there may be no secondary market for the
notes.

The notes are most suitable for purchasing and holding to maturity or automatic call. The notes will be new securities for which there is no trading
market. The notes will not be listed on any securities exchange or any inter-dealer quotation system. We cannot assure you as to whether there will
be a trading or secondary market for the notes or, if there were to be such a trading or secondary market, that it would be liquid.
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