Obbligazione CBIC 10% ( US13605WST98 ) in USD

Emittente CBIC
Prezzo di mercato 100 USD  ⇌ 
Paese  Canada
Codice isin  US13605WST98 ( in USD )
Tasso d'interesse 10% per anno ( pagato 2 volte l'anno)
Scadenza 31/10/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione CIBC US13605WST98 in USD 10%, scaduta


Importo minimo 1 000 USD
Importo totale 2 635 000 USD
Cusip 13605WST9
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata La CIBC (Canadian Imperial Bank of Commerce) è una delle maggiori banche del Canada, offrendo servizi di banca al dettaglio, investimenti e gestione patrimoniale a clienti individuali e aziende.

The Obbligazione issued by CBIC ( Canada ) , in USD, with the ISIN code US13605WST98, pays a coupon of 10% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/10/2024







424B2 1 a19-19323_48424b2.htm 424B2

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

Pricing Supplement dated October 28, 2019
(To ETF Underlying Supplement dated November 15, 2018,
Prospectus Supplement dated November 6, 2018, and Prospectus dated March 28, 2017)
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$2,635,000 Contingent Coupon Autocallable Notes Linked to the Lowest Performing of the VanEck Vectors® Gold Miners ETF and the
SPDR® S&P® Oil & Gas Exploration & Production ETF due October 31, 2024

·
The Contingent Coupon Autocallable Notes (the "notes") will provide quarterly Contingent Coupon Payments at a rate of 2.50% (10.00% per annum)

until the earlier of maturity or automatic call if, and only if, the Closing Price of the Lowest Performing Reference Asset on the applicable quarterly
Coupon Determination Date is greater than or equal to its Coupon Barrier Price (50% of its Initial Price).
·
If the Closing Price of the Lowest Performing Reference Asset on any semi-annual Call Observation Date is greater than or equal to its Call Price (100%

of its Initial Price), 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 Final Price of the Lowest Performing Reference Asset and will

be calculated as follows:
a.
If the Final Price of the Lowest Performing Reference Asset is greater than or equal to its Principal Barrier Price (50% of its Initial Price): (i) the

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

the principal amount multiplied by the Percentage Change of the Lowest Performing Reference Asset. 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)
Underwriting Discount(1)(2)
Proceeds to Issuer
Per Note
$1,000
$40
$960
Total
$2,635,000
$105,400
$2,529,600

(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 price to public for investors purchasing the notes in these accounts will be $960.00 per note.
(2) The total "Underwriting Discount" and "Proceeds to Issuer" specified above reflect the aggregate of the underwriting discounts per Note at the time

CIBC established any hedge positions prior to the Trade Date. Jefferies LLC ("Jefferies") will receive a commission of $40 (4%) per $1,000 principal
amount of notes. Jefferies may use a portion of its commission to allow selling concessions to other dealers in connection with the distribution of the
notes. The other dealers may forgo, in their sole discretion, some or all of their selling concessions. See "Supplemental Plan of Distribution" on
page PS-20 of this pricing supplement.

The initial estimated value of the notes on the Trade Date as determined by the Bank is $943.80 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 October 31, 2019 against payment in
immediately available funds.

Jefferies LLC


ADDITIONAL TERMS OF THE NOTES
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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 ETF Underlying Supplement dated November 15, 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 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 have not, and Jefferies has 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 are not, and Jefferies is 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 Jefferies, 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 15, 2018: https://www.sec.gov/Archives/edgar/data/1045520/000110465918068970/a18-

39408_20424b2.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 VanEck Vectors® Gold Miners ETF (Bloomberg ticker "GDX UP Equity") (the
"GDX") and the SPDR® S&P® Oil & Gas Exploration & Production ETF (Bloomberg ticker "XOP UP Equity")
(the "XOP") (each, a "Fund")




Principal Amount:
$1,000 per note




Aggregate Principal
$2,635,000
Amount:




Term:
Five years, unless previously called




Trade Date/Pricing Date:
October 28, 2019




Original Issue Date:
October 31, 2019




Final Valuation Date:
October 28, 2024, subject to postponement as described under "Certain Terms of the Notes--Valuation Dates--
For Notes Where the Reference Asset Consists of Multiple Funds" in the underlying supplement.
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Maturity Date:
October 31, 2024. 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
Funds" in the underlying supplement.




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

If the Closing Price of the Lowest Performing Reference Asset on any Coupon Determination Date is less than its
Coupon Barrier Price, you will not receive any Contingent Coupon Payment on the related Coupon Payment Date.
If the Closing Price of the Lowest Performing Reference Asset is less than its Coupon Barrier Price 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:
10.00% per annum (or 2.50% per quarter).




Coupon Barrier Price:
$13.53 with respect to the GDX and $10.85 with respect to the XOP, each of which is 50% of its Initial Price
(rounded to two decimal places for the XOP).

PS-2






Coupon Determination
Coupon Determination Dates*

Dates:
January 28, 2020
July 26, 2022


April 27, 2020
October 26, 2022


July 28, 2020
January 26, 2023


October 27, 2020
April 25, 2023


January 26, 2021
July 26, 2023


April 27, 2021
October 26, 2023


July 27, 2021
January 26, 2024


October 26, 2021
April 25, 2024


January 26, 2022
July 26, 2024


April 26, 2022
October 28, 2024


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




Call Feature:
If the Closing Price of the Lowest Performing Reference Asset on any semi-annual Call Observation Date is
greater than or equal to its Call Price, 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 Price:
$27.06 with respect to the GDX and $21.69 with respect to the XOP, each of which is 100% of its Initial Price.




Call Observation Dates:
The Coupon Determination Dates falling on April and October of each year, beginning on April 27, 2020 and
ending on April 25, 2024.
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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 Price of the
Lowest Performing Reference Asset and will be calculated as follows:

·If the Final Price of the Lowest Performing Reference Asset is greater than or equal to its Principal Barrier
Price:

Principal Amount + Final Contingent Coupon Payment

·If the Final Price of the Lowest Performing Reference Asset is less than its Principal Barrier Price:

Principal Amount + (Principal Amount x Percentage Change of the Lowest Performing Reference Asset)

PS-3



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 Fund, expressed as a percentage, is calculated as follows:

Final Price ­ Initial Price
Initial Price




Principal Barrier Price:
$13.53 with respect to the GDX and $10.85 with respect to the XOP, each of which is 50% of its Initial Price
(rounded to two decimal places for the XOP).




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




Initial Price:
$27.06 with respect to the GDX and $21.69 with respect to the XOP, each of which was its Closing Price on the
Trade Date, subject to adjustment as described under "Certain Terms of the Notes--Anti-Dilution Adjustments"
in the underlying supplement.




Final Price:
For each Fund, its Closing Price on the Final Valuation Date.




Calculation Agent:
Canadian Imperial Bank of Commerce.




CUSIP/ISIN:
13605WST9 / US13605WST98




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 Price of any Fund relative to its Initial Price. We cannot predict the Closing
Price of any Fund 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 Funds 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 Reference Asset 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 below 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
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examples are based on the following terms:


Principal Amount:
$1,000



Contingent Coupon Rate:
10.00% per annum (or 2.50% per quarter)



Hypothetical Initial Price of the Lowest Performing Reference Asset:
$100



Hypothetical Principal Barrier Price of the Lowest Performing Reference Asset:
$50 (50% of its Initial Price)

Hypothetical Return on
Hypothetical Final
Hypothetical
the Notes (Excluding Any
Price of the Lowest
Percentage Change of
Hypothetical Payment at
Contingent Coupon
Performing
the Lowest Performing
Maturity
Payments Paid Prior to
Reference Asset
Reference Asset
Maturity)
$200.00
100.00%
$1,025.00 (1)
2.50%
$175.00
75.00%
$1,025.00
2.50%
$150.00
50.00%
$1,025.00
2.50%
$125.00
25.00%
$1,025.00
2.50%
$100.00(2)
0.00%
$1,025.00
2.50%
$90.00
-10.00%
$1,025.00
2.50%
$80.00
-20.00%
$1,025.00
2.50%
$70.00
-30.00%
$1,025.00
2.50%
$50.00(3)
-50.00%
$1,025.00
2.50%
$40.00
-60.00%
$400.00
-60.00%
$25.00
-75.00%
$250.00
-75.00%
$10.00
-90.00%
$100.00
-90.00%
$0.00
-100.00%
$0.00
-100.00%

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

(2)
The hypothetical Initial Price of $100 used in these examples has been chosen for illustrative purposes only. The actual Initial Prices of

the Funds are set forth on page PS-4 of this pricing supplement.
(3)
This is the hypothetical Principal Barrier Price of the Lowest Performing Reference Asset.


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 Reference Asset Is 50.00%.

Because the Final Price of the Lowest Performing Reference Asset is greater than its Principal Barrier Price, the Payment at Maturity would be
$1,025.00 per $1,000 principal amount, calculated as follows:

$1,000 + Final Contingent Coupon Payment

= $1,000 + ($1,000 × 2.50%)

= $1,025.00

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

Example 2: The Percentage Change of the Lowest Performing Reference Asset Is -20.00%.

Because the Final Price of the Lowest Performing Reference Asset is greater than its Principal Barrier Price, the Payment at Maturity would be
$1,025.00 per $1,000 principal amount, calculated as follows:

$1,000 + Final Contingent Coupon Payment

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= $1,000 + ($1,000 × 2.50%)

= $1,025.00

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

Example 3: The Percentage Change of the Lowest Performing Reference Asset Is -75.00%.

Because the Final Price of the Lowest Performing Reference Asset is less than its Principal Barrier Price, 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 Reference Asset)

= $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 price of the Lowest Performing Reference Asset from its Initial
Price if its Final Price is less than its Principal Barrier Price. 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 Fund, and will be fully exposed to a decrease in the
Lowest Performing Reference Asset if the Final Price of the Lowest Performing Reference Asset is less than its Principal Barrier Price,
even if the Final Prices of the other Funds have appreciated or have not declined below their respective Principal Barrier Prices.

PS-6

INVESTOR SUITABILITY

The notes may be suitable for you if:

·
You believe that the Closing Price of each Fund will be at or above its Coupon Barrier Price on most or all of the Coupon Determination

Dates, and the Final Price of the Lowest Performing Reference Asset will be at or above its Principal Barrier Price.

·
You seek an investment with quarterly Contingent Coupon Payments at a rate of 2.50% (10.00% per annum) until the earlier of maturity

or automatic call, if, and only if, the Closing Price of the Lowest Performing Reference Asset on the applicable Coupon Determination
Date is greater than or equal to its Coupon Barrier Price.

·
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 Price of the

Lowest Performing Reference Asset is less than its Principal Barrier Price.

·
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 Fund.


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

Coupon Determination Date and consequently, the notes are riskier than alternative investments linked to only one of the Funds or linked
to a basket composed of the Funds.

·
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 Funds.


·
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 Price of at least one Fund will be below its Coupon Barrier Price on most or all of the Coupon Determination

Dates, and the Final Price of the Lowest Performing Reference Asset will be below its Principal Barrier Price.

·
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 Price of

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the Lowest Performing Reference Asset is less than its Principal Barrier Price.

·
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 Fund.


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

performances of the Funds, rather than solely on the Lowest Performing Reference Asset.

·
You are unable or unwilling to hold the notes that may be automatically called prior to maturity, or you are otherwise unable or unwilling

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 Funds.


·
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 Price of the
Lowest Performing Reference Asset. The Bank will only repay you the full principal amount of your notes if the Final Price of the Lowest
Performing Reference Asset is equal to or greater than its Principal Barrier Price. If the Final Price of the Lowest Performing Reference Asset is
less than its Principal Barrier Price, you will lose 1% of the principal amount for each percentage point that the Final Price of the Lowest
Performing Reference Asset is less than its Initial Price. 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 first 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 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 Price of the Lowest Performing
Reference Asset on the related Coupon Determination Date is greater than or equal to its Coupon Barrier Price. If the Closing Price of the Lowest
Performing Reference Asset on any Coupon Determination Date is less than its Coupon Barrier Price, you will not receive any Contingent Coupon
Payment on the related Coupon Payment Date, and if the Closing Price of the Lowest Performing Reference Asset is less than its Coupon Barrier
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Price 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 Fund 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 Fund. Therefore, if the appreciation of any Fund exceeds the sum of the Contingent Coupon Payments paid to you, if any, the
notes will underperform an investment in securities linked to that Fund 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 performance of the Funds.

PS-8

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

You are subject to the full risks of the Lowest Performing Reference Asset. If the Lowest Performing Reference Asset performs poorly, you will be
negatively affected, even if the other Funds perform favorably. The notes are not linked to a basket composed of the Funds, where the better
performance of some Funds could offset the poor performance of others. Instead, you are subject to the full risks of the Lowest Performing
Reference Asset on each Coupon Determination Date. As a result, the notes are riskier than an alternative investment linked to only one of the
Funds or linked to a basket composed of the Funds. You should not invest in the notes unless you understand and are willing to accept the full
downside risks of the Lowest Performing Reference Asset.

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

The payments on the notes will be based on the Closing Price of each Fund on the Coupon Determination Dates. Therefore, for example, if the
Closing Price of a Fund declined substantially as of a Coupon Determination Date compared to its Initial Price or Coupon Barrier Price, as
applicable, the notes will not be called and the relevant Contingent Coupon Payment will not be payable. Similarly, if the Final Price of the Lowest
Performing Reference Asset declined substantially as of the Final Valuation Date compared to its Principal Barrier Price, the Payment at Maturity
may be significantly less than it would otherwise have been had the Payment at Maturity been linked to the Closing Price of the Lowest
Performing Reference Asset prior to the Final Valuation Date. Although the actual price of a Fund at other times during the term of the notes may
be higher than its Closing Price on a Coupon Determination Date, the payments on the notes will not benefit from the Closing Price of such Fund
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 prices of the Funds, the Bank's creditworthiness, interest rate movements and other relevant factors, which may impact the price at
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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.

PS-9

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 that was 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 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.

Certain business, trading and hedging activities of us, the agent, and our respective affiliates may create conflicts with your interests and
could potentially adversely affect the value of the notes.

We, the agent, and our respective affiliates may engage in trading and other business activities related to a Fund or any of its underlying assets that
are not for your account or on your behalf. We, the agent, and our respective affiliates also may issue or underwrite other financial instruments with
returns based upon a Fund. These activities may present a conflict of interest between your interest in the notes and the interests that we, the agent,
and our respective 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 influence the price of any Fund 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 affiliates, and/or another unaffiliated
counterparty. Any of these hedging activities may adversely affect the price of a Fund 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 respective 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 respective 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
respective affiliates receive for the sale of the notes, which creates an additional incentive to sell the notes to you. We, the agent, and our respective
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 a Fund has
occurred, and make a good faith estimate in its sole discretion of the Closing Price for an affected Fund if the relevant Coupon Determination Date
is postponed to the last possible day, and make certain anti-dilution adjustments with respect to a Fund if certain corporate events occur. See
"Certain Terms of the Notes--Valuation Dates" and "--Anti-Dilution Adjustments" 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.

PS-10

The performance of a Fund may not correlate with the performance of its Underlying Index as well as the net asset value per share of the
Fund, especially during periods of market volatility.

Although a Fund is designed to track the performance of its Underlying Index, the performance of the Fund and that of its Underlying Index
generally will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also
possible that the performance of a Fund may not fully replicate or may, in certain circumstances, diverge significantly from the performance of its
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Underlying Index. This could be due to, for example, the Fund not holding all or substantially all of the underlying assets included in the
Underlying Index and/or holding assets that are not included in the Underlying Index, the temporary unavailability of certain securities in the
secondary market, the performance of any derivative instruments held by the Fund, differences in trading hours between the Fund (or the
underlying assets held by the Fund) and the Underlying Index, or due to other circumstances. This variation in performance is called the "tracking
error," and, at times, the tracking error may be significant.

In addition, because the shares of a Fund are traded on a securities exchange and are subject to market supply and investor demand, the market
price of one share of the Fund may differ from its net asset value per share; shares of the Fund may trade at, above, or below its net asset value per
share.

During periods of market volatility, securities held by a Fund may be unavailable in the secondary market, market participants may be unable to
calculate accurately the net asset value per share of the Fund and the liquidity of the Fund may be adversely affected. This kind of market volatility
may also disrupt the ability of market participants to create and redeem shares of the Fund. Further, market volatility may adversely affect,
sometimes materially, the prices at which market participants are willing to buy and sell shares of the Fund. As a result, under these circumstances,
the market value of shares of the Fund may vary substantially from the net asset value per share of the Fund.

For the foregoing reasons, the performance of a Fund may not match the performance of its Underlying Index over the same period. Because of this
variance, the return on the notes, to the extent dependent on the performance of the Fund, may not be the same as an investment directly in the
securities, commodities, or other assets included in the Underlying Index or the same as a debt security with a return linked to the performance of
the Underlying Index.

The GDX does not measure the performance of gold bullion.

The GDX measures the performance of shares of gold and silver mining companies and not gold bullion. Therefore the GDX may under- or over-
perform gold bullion over the short- or long-term.

An investment in the notes is subject to risks associated with investing in securities with concentration in the gold and silver mining
industry.

The GDX seeks to track the performance of the NYSE Arca Gold Miners Index, which is comprised of the stocks of companies primarily engaged
in the mining of gold or silver. The shares of the GDX may be subject to increased price volatility as they are linked to a single industry, market or
sector and may be more susceptible to adverse economic, market, political or regulatory occurrences affecting that industry, market or sector.
Because the GDX primarily invests in stocks and American depositary receipts of companies that are involved in the gold mining industry, and to
a lesser extent the silver mining industry, the shares of the GDX, and the value of notes linked to the GDX, are subject to certain risks associated
with such companies. Gold mining companies are highly dependent on the price of gold and subject to competition pressures that may have a
significant effect on their financial condition. Gold prices are subject to volatile price movements over short periods of time and are affected by
numerous factors. These include economic factors, including, among other things, the structure of and confidence in the global monetary system,
expectations of the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which the price of gold is
generally quoted), interest rates and gold borrowing and lending rates, and global or regional economic, financial, political, regulatory, judicial or
other events. Gold prices may also be affected by industry factors such as industrial and jewelry demand, lending, sales and purchases of gold by
the official sector, including central banks and other governmental agencies and multilateral institutions which hold gold, levels of gold production
and production costs, and short-term changes in supply and demand because of trading activities in the gold market. Similarly, silver mining
companies are highly dependent on the price of silver. Silver prices can fluctuate widely and may be affected by numerous factors. These include
general economic trends, technical developments, substitution issues and regulation, as well as specific factors including industrial and jewelry
demand, expectations with respect to the rate of inflation, the relative strength of the U.S. dollar (the currency in which the price of silver is
generally quoted) and other currencies, interest rates, central bank sales, forward sales by producers, global or regional political or economic
events, and production costs and disruptions in major silver producing countries.

PS-11

An investment in the notes is subject to risks associated with investing in securities with concentration in the oil and gas exploration and
production industry.

All or substantially all of the stocks held by the XOP are issued by companies in the oil and gas exploration and production industry. As a result,
the value of the notes may be subject to greater volatility and be more adversely affected by a single economic, political or regulatory occurrence
affecting this industry than a different investment linked to securities of a more broadly diversified group of issuers. Issuers in energy-related
industries can be significantly affected by fluctuations in energy prices and supply and demand of energy fuels. Markets for various energy-related
commodities can have significant volatility, and are subject to control or manipulation by large producers or purchasers. Companies in the energy
sector may need to make substantial expenditures, and to incur significant amounts of debt, in order to maintain or expand their reserves.
Companies in the oil and gas sector develop and produce crude oil and natural gas and provide drilling and other energy resources production and
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