Obligation CBIC 0% ( US13605WCK53 ) en USD

CBIC

100 % ▼

Canada

US13605WCK53 ( en USD )

31/03/2022 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WCK53 en USD 0%, échue

1 000 USD

2 337 000 USD

13605WCK5

N/A

La Banque CIBC (Canadian Imperial Bank of Commerce) est une grande banque commerciale canadienne offrant une gamme complète de services financiers, y compris des services bancaires aux particuliers et aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux.

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13605WCK53, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2022

424B2 1 a17-7416_13424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-202584

Pricing Supplement dated March 28, 2017
(To Prospectus Supplement dated April 30, 2015
and Prospectus dated April 30, 2015)

Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes (Structured Notes)
$2,337,000 Buffered Notes Linked to the S&P 500® Index due March 31, 2022
Issuer:
Canadian Imperial Bank of Commerce
Trade Date:
March 28, 2017
Issue Date:
March 31, 2017
Valuation Date:
March 28, 2022**
Maturity Date:
March 31, 2022**
Reference Index:
S&P 500® Index (the "Reference Index") (Bloomberg ticker symbol "SPX")
Participation Rate:
100.00%
Buffer Percentage:
25.00%

**Subject to postponement in the event of a Market Disruption Event, as described under "Certain Terms of the Notes--Market Disruption Events" in this Pricing Supplement.

Payment at Maturity:
If you hold your Notes to maturity, you will receive (in each case, subject to our credit risk) a cash payment per $1,000 principal amount Note that you hold calculated as
follows:

· If the Index End Level is equal to or greater than the Index Start Level, you will receive a cash payment per $1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 x (Index Return x Participation Rate)]

· If the Index End Level is less than the Index Start Level but the Index Return is equal to or greater than -25.00%, you will receive a cash payment of $1,000
per $1,000 principal amount Note
· If the Index Return is less than -25.00%, you will receive a cash payment per $1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 x (Index Return + Buffer Percentage)]

If the Reference Index declines by more than 25% from the Index Start Level to the Index End Level, you will lose 1% of the principal amount of your Notes for every 1%
that the Index Return falls below -25.00%. You may lose up to 75.00% of the principal amount of your Notes.

[Terms of the Notes Continue on the Next Page]

Initial Issue Price(1)(2)
Price to Public(1)(2)
Agent's
Proceeds to Issuer(3)
Commission(3)(4)
Per Note
$1,000
100%
3.25%
96.75%
Total
$2,337,000
$2,337,000
$75,952.50
$2,261,047.50

(1) Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all selling concessions, fees or commissions, the public offering price for investors purchasing the
Notes in such fee-based advisory accounts may be between $967.50 and $1,000 per Note. Investors that hold their Notes in fee-based advisory or trust accounts may be charged fees by the investment
advisor or manager of such account based on the amount of assets held in those accounts, including the Notes.

(2) Our estimated value of the Notes on the Valuation Date, based on our internal pricing models, is $961.60 per Note. See "The Bank's Estimated Value of the Notes" on page PRS -25 of this Pricing
Supplement.

(3) CIBC World Markets Corp. will receive commissions from the Issuer of up to 3.25% of the principal amount of the Notes, or up to $32.50 per $1,000 principal amount. CIBC World Markets Corp. will use
these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to other dealers. The actual commission received by CIBC World Markets Corp. will be equal to the
selling concession paid to such dealers. Dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all selling concessions or fees or commissions, as described above.
In such circumstances, CIBC World Markets Corp. will also forgo some or all commissions paid to it by the Issuer.

(4) In addition to the selling concessions and fees described above, CIBC World Markets Corp. may pay additional marketing, structuring, referral or other fees (collectively, "Other Fees") of up to 0.75% of the
principal amount per Note in connection with the distribution of the Notes by certain dealers participating in such distribution. With respect to each dealer participating in the distribution of the Notes, in no
case will the sum of (a) the selling commissions and fees paid to that dealer and (b) the amount of Other Fees, if any, paid in connection with the distribution of Notes by that dealer exceed 3.25% of the
principal amount per Note.

The Notes are unsecured obligations of Canadian Imperial Bank of Commerce and all payments on the Notes are subject to the credit risk of Canadian Imperial
Bank of Commerce. 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.

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 Prospectus Supplement and Prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Investing in the Notes involves risks. See the "Risk Factors" sections in this Pricing Supplement and the accompanying Prospectus Supplement and Prospectus.

CIBC World Markets Corp. or one of our other affiliates may use this pricing supplement in a market-making transaction in a security after its initial
sale. Unless we or our agent informs the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.

We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on or about March 31, 2017 against payment in
immediately available funds.

CIBC World Markets

Terms of the Notes, Continued

Index Return:
The performance of the Index from the Index Start Level to the Index End Level, calculated as follows:
Index End Level Index Start Level

Index Start Level

Index Start Level:
2,358.57, the Index Closing Level on the Trade Date.
Index End Level:
The Index Closing Level on the Valuation Date.
Index Closing Level:
For any date, the official closing level of the Reference Index as reported by the Reference Index sponsor on such trading day.
Denominations:
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
Calculation Agent:
Canadian Imperial Bank of Commerce
CUSIP/ISIN:
13605WCK5 / US13605WCK53

The Notes are new issues of securities with no established trading market. We do not intend to list the Notes on any securities exchange or automated quotation system.

ABOUT THIS PRICING SUPPLEMENT

You should read this Pricing Supplement together with the Prospectus dated April 30, 2015 (the "Prospectus") and the Prospectus Supplement
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dated April 30, 2015 (the "Prospectus Supplement"), relating to our Senior Global Medium-Term Notes (Structured Notes), of which these Notes
are a part, for additional information about the Notes. Information in this Pricing Supplement supersedes information in the Prospectus Supplement
and Prospectus to the extent it is different from that information. Certain defined terms used but not defined herein have the meanings set forth in
the Prospectus Supplement or the Prospectus.

You should rely only on the information contained in or incorporated by reference in this Pricing Supplement, the accompanying Prospectus
Supplement and the accompanying 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, the accompanying Prospectus Supplement and the
accompanying Prospectus, and in the documents referred to in this Pricing Supplement, the Prospectus Supplement and the Prospectus and which
are made available to the public. We have not, and CIBC World Markets Corp. ("CIBCWM") 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 CIBCWM 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, the accompanying Prospectus Supplement or the
accompanying 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 Prospectus Supplement, nor
the accompanying Prospectus constitutes an offer, or an invitation on our behalf or on behalf of 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 Prospectus Supplement and 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):

· Prospectus Supplement dated April 30, 2015 and Prospectus dated April 30, 2015 filed with the SEC on April 30, 2015:

http://www.sec.gov/Archives/edgar/data/1045520/000119312515161379/d916405d424b3.htm

PRS-1

SUMMARY

The information in this "Summary" section is qualified by the more detailed information set forth in this Pricing Supplement, the Prospectus
Supplement dated April 30, 2015 and the Prospectus dated April 30, 2015, each filed with the SEC. See "About This Pricing Supplement" in this
Pricing Supplement.

Issuer:
Canadian Imperial Bank of Commerce (the "Issuer" or the "Bank")

Type of Note:
Buffered Notes Linked to the S&P 500® Index due March 31, 2022

Reference Index:
S&P 500® Index (Bloomberg ticker symbol "SPX")

CUSIP/ISIN:
13605WCK5 / US13605WCK53

Minimum Investment:
$1,000 (one Note)

Denominations:
$1,000 and integral multiples of $1,000 in excess thereof.

Principal Amount:
$1,000 per Note

Aggregate Principal
$2,337,000
Amount of Notes:

Currency:
U.S. Dollars

Trade Date:
March 28, 2017

Original Issue Date:
March 31, 2017
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Valuation Date:
March 28, 2022. The Valuation Date may be delayed by the occurrence of a Market Disruption Event (as defined
below). See "Certain Terms of the Notes--Market Disruption Events."

Trading Day:
A "Trading Day" means a day on which the principal trading market for futures and options on the Reference
Index is open for trading.

Maturity Date:
March 31, 2022. The Maturity Date may be postponed upon the occurrence of a Market Disruption Event as
described below under "Certain Terms of the Notes--Market Disruption Events." No interest will accrue as a
result of delayed payment.

Payment at Maturity:
If you hold your Notes to maturity, you will receive (in each case, subject to our credit risk) a cash payment per
$1,000 principal amount Note that you hold equal to the product of:

· If the Index End Level is equal to or greater than the Index Start Level, you will receive a cash payment per

$1,000 principal amount Note calculated as follows:

$1,000 + [$1,000 x (Index Return x Participation Rate)]

· If the Index End Level is less than the Index Start Level but the Index Return is equal to or greater than -25.00%,

you will receive a cash payment of $1,000 per $1,000 principal amount Note

· If the Index Return is less than -25.00%, you will receive a cash payment per $1,000 principal amount Note

calculated as follows:

$1,000 + [$1,000 x (Index Return + Buffer Percentage)]

PRS-2

Index Start Level:
The "Index Start Level" of the Reference Index will be the Index Closing Level of the Reference Index on the
Trade Date.

Index End Level:
The "Index End Level" of the Reference Index will be the Index Closing Level of the Reference Index on the
Valuation Date.

Index Closing Level:
For any date, the official closing level of the Reference Index as reported by the Reference Index sponsor on such
trading day.

Index Return:
The performance of the Index from the Index Start Level to the Index End Level, calculated as follows:

Index End Level Index Start Level
Index Start Level
For the avoidance of doubt, the Index Return may be a negative value.

Participation Rate:
100.00%

Buffer Percentage:
25.00%

Principal at Risk:
You may lose up to 75% of your initial investment at maturity if the Index End Level is below the Index Start
Level.

Calculation Agent:
Canadian Imperial Bank of Commerce. We may appoint a different calculation agent without your consent and
without notifying you.

All determinations made by the Calculation Agent will be at the sole discretion of it, and, in the absence of
manifest error, will be conclusive for all purposes and binding on us and you. All percentages and other amounts
resulting from any calculation with respect to the Notes will be rounded at the Calculation Agent's discretion. The
Calculation Agent will have no liability for its determinations.

Status:
The Notes will constitute direct, unsubordinated and unsecured obligations of the Bank ranking pari passu with all
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other direct, unsecured and unsubordinated indebtedness of the Bank from time to time outstanding (except as
otherwise prescribed by law). 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.

Business Day:
A Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which banking
institutions are authorized or obligated by law, regulation or order to close in New York or Toronto.

No Listing:
The Notes will not be listed on any securities exchange or quotation system.

Use of Proceeds:
General corporate purposes.

Clearance and Settlement:
We will issue the Notes in the form of a fully registered global note registered in the name of the nominee of DTC.
Beneficial interests in the Notes will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in DTC. Except in the limited circumstances
described in the accompanying Prospectus Supplement, owners of beneficial interests in the Notes will not be
entitled to have Notes registered in their names, will not

PRS-3

receive or be entitled to receive Notes in definitive form and will not be considered holders of Notes under the
indenture.

Material U.S. Tax
By purchasing the Notes, each holder agrees to treat them as prepaid cash-settled derivative contracts for U.S.
Consequences:
federal income tax purposes. Assuming this treatment is respected, gain or loss recognized on the Notes should be
treated as long-term capital gain or loss if the holder has held the Notes for more than a year. However, if the
Internal Revenue Service were successful in asserting an alternative treatment of the Notes, the tax consequences
of the ownership and disposition of the Notes might be materially and adversely affected. As described below
under "United States Federal Income Tax Considerations," the U.S. Treasury Department and the Internal Revenue
Service released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of
"prepaid forward contracts" and similar instruments. Any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the
Notes, including the character and timing of income or loss and the degree, if any, to which income realized by
non-U.S. persons should be subject to withholding tax, possibly with retroactive effect. Both U.S. and non-U.S.
persons considering an investment in the Notes should review carefully the section of this pricing supplement
entitled "United States Federal Income Tax Considerations" and consult their tax advisers regarding the U.S.
federal tax consequences of an investment in the Notes (including possible alternative treatments and the issues
presented by the notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction.

Terms Incorporated:
All of the terms appearing under the caption "Description of the Notes We May Offer" beginning on page S-7 of
the accompanying Prospectus Supplement, as modified by this Pricing Supplement.

INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE UP TO 75% OF YOUR ENTIRE PRINCIPAL
AMOUNT. ANY PAYMENT ON THE NOTES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE
CREDITWORTHINESS OF THE BANK. IF THE BANK WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS YOU MAY NOT
RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

PRS-4

INVESTOR SUITABILITY

The Notes may be suitable for you if:

· You fully understand the risks inherent in an investment in the Notes, including the risk of losing up to 75% of your initial investment.

· You can tolerate a loss of a substantial portion of your initial investment and are willing to make an investment that has downside market

risk to the extent that the Index Return is less than -25%.
· You do not believe that the Index Closing Level of the Reference Index will decline by more than the Buffer Percentage.

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· You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in the

price of the Reference Index.
· You accept that there may be little or no secondary market for the Notes.

·
You are willing to assume the credit risk of the Bank for all payments under the Notes, and understand that if the Bank defaults on its

obligations you may not receive any amounts due to you including any repayment of principal.

The Notes may not be suitable for you if:

·
You do not fully understand the risks inherent in an investment in the Notes, including the risk of losing up to 75% of your initial

investment.
· You require an investment designed to guarantee a full return of principal at maturity.

· You cannot tolerate a loss of a substantial portion of your initial investment and are not willing to make an investment that has downside

market risk to the extent that the Index Return is less than -25%.
· You believe that the price of the Reference Index will decline by more than the Buffer Percentage during the term of the Notes.

· You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations in

the price of the Reference Index.
· You seek current income from your investment.

· You are unable or unwilling to hold the Notes to maturity, or you seek an investment for which there will be a 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 an investment in the Notes.

PRS-5

CERTAIN TERMS OF THE NOTES

Canadian Imperial Bank of Commerce will issue the Notes as part of a series of senior unsecured debt securities entitled "Senior Global Medium-
Term Notes (Structured Notes)," which is more fully described in the accompanying prospectus supplement and prospectus. Information included
in this pricing supplement supersedes information in the prospectus supplement and prospectus to the extent that it is different from that
information.

Payment at Maturity

In the event that the stated Maturity Date is not a Business Day, then the relevant payment at maturity will be made on the next Business Day
("Following Business Day Convention").

Market Disruption Events

If a Market Disruption Event in respect of the Reference Index occurs or is continuing on the Valuation Date, the Index Closing Level of the
Reference Index for the Valuation Date will equal the Index Closing Level of the Reference Index on the first Trading Day following the Valuation
Date on which the Calculation Agent determines that a Market Disruption Event in respect of the Reference Index is not continuing. If a Market
Disruption Event in respect of the Reference Index occurs or is continuing on each Trading Day to and including the seventh Trading Day
following the Valuation Date, the Index Closing Level of the Reference Index will be determined (or, if not determinable, estimated by the
Calculation Agent in a manner which is considered commercially reasonable under the circumstances) by the Calculation Agent on that seventh
Trading Day, regardless of the occurrence or continuation of a Market Disruption Event in respect of the Reference Index on that day. In such an
event, the Calculation Agent will make a good faith estimate in its sole discretion of the Index Closing Level of the Reference Index that would
have prevailed in the absence of the Market Disruption Event in respect of the Reference Index. No interest will accrue as a result of delayed
payment.

A "Market Disruption Event" in respect of the Reference Index means any event, circumstance or cause which the Bank determines, and the
Calculation Agent confirms, has or will have a material adverse effect on the ability of the Bank to perform its obligations under the Notes or to
hedge its position in respect of its obligations to make payment of amounts owing thereunder and more specifically includes the following events
to the extent that they have such effect with respect to the Reference Index:

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·
a suspension, absence or limitation of trading in futures or options contracts relating to the Index in the primary market for those

contracts, as determined by the Calculation Agent;
·
any event that disrupts or impairs, as determined by the Calculation Agent, the ability of market participants to effect transactions in, or

obtain market values for, futures or options contracts relating to the Index in its primary market;
·
the closure on any day of the primary market for futures or options contracts relating to the Index on a scheduled Trading Day prior to the

scheduled weekday closing time of that market (without regard to after hours or any other trading outside of the regular trading session
hours) unless such earlier closing time is announced by the primary market at least one hour prior to the earlier of (i) the actual closing
time for the regular trading session on such primary market on such scheduled Trading Day for such primary market and (ii) the
submission deadline for orders to be entered into the relevant exchange system for execution at the close of trading on such scheduled
Trading Day for such primary market;
·
any scheduled Trading Day on which the exchanges or quotation systems, if any, on which futures or options contracts on the Index are

traded, fails to open for trading during its regular trading session; or
·
any other event, if the Calculation Agent determines that the event interferes with our ability or the ability of any of our affiliates to

unwind all or a portion of a hedge with respect to the Notes that we or our affiliates have effected or may effect as described below under
"Use of Proceeds and Hedging" below.

PRS-6

Adjustments to the Index

If at any time a sponsor or publisher of the Index (the "Index sponsor") makes a material change in the formula for or the method of calculating the
Index, or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in
the event of changes in constituent stock and capitalization and other routine events), then, from and after that time, the Calculation Agent will, at
the close of business in New York, New York, on each date that the Index Closing Level is to be calculated, calculate a substitute Index Closing
Level in accordance with the formula for and method of calculating the Index last in effect prior to the change, but using only those securities that
comprised the Index immediately prior to that change. Accordingly, if the method of calculating the Index is modified so that the Index Level is a
fraction or a multiple of what it would have been if it had not been modified, then the Calculation Agent will adjust the Index in order to arrive at
an Index Level as if it had not been modified.

Discontinuance of the Index

If the Index sponsor discontinues publication of the Index, and such Index sponsor or another entity publishes a successor or substitute equity index
that the Calculation Agent determines, in its sole discretion, to be comparable to the Index (a "Successor Equity Index"), then, upon the Calculation
Agent's notification of that determination to the trustee and the Bank, the Calculation Agent will substitute the Successor Equity Index as calculated
by the relevant Index sponsor or any other entity and calculate the Index End Level as described above. Upon any selection by the Calculation
Agent of a Successor Equity Index, the Bank will cause notice to be given to holders of the Notes.

In the event that the Index sponsor discontinues publication of the Index prior to, and the discontinuance is continuing on, the Valuation Date and
the Calculation Agent determines that no Successor Equity Index is available at such time, the Calculation Agent will calculate a substitute Index
Closing Level in accordance with the formula for and method of calculating the Index last in effect prior to the discontinuance, but using only
those securities that comprised the Index immediately prior to that discontinuance. If a Successor Equity Index is selected or the Calculation Agent
calculates a level as a substitute for the Index, the Successor Equity Index or level will be used as a substitute for the Index for all purposes,
including the purpose of determining whether a Market Disruption Event exists.

If on the Valuation Date the Index sponsor fails to calculate and announce the level of the Index, the Calculation Agent will calculate a substitute
Index Closing Level in accordance with the formula for and method of calculating the Index last in effect prior to the failure, but using only those
securities that comprised the Index immediately prior to that failure; provided that, if a Market Disruption Event occurs or is continuing on such
day, then the provisions set forth above under "--Market Disruption Events" shall apply in lieu of the foregoing.

Notwithstanding these alternative arrangements, discontinuance of the publication of, or the failure by the Index sponsor to calculate and announce
the level of the Index may adversely affect the value of the Notes.

Calculation Agent

The Bank or one of its affiliates will act as Calculation Agent for the Notes and may appoint agents to assist it in the performance of its duties. See
"Risk Factors--There Are Potential Conflicts of Interest Between You and the Calculation Agent." We may appoint a different calculation agent
without your consent and without notifying you.

The Calculation Agent will determine the redemption amount you receive at stated maturity. In addition, the Calculation Agent will, among other
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things:

· determine whether a Market Disruption Event has occurred;

· determine if adjustments are required to the Index Closing Level under various circumstances; and

· if publication of the Index is discontinued, select a Successor Equity Index or, if no Successor Equity Index is available, determine the Index

Closing Level.

PRS-7

All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and, in the absence of manifest error, will
be conclusive for all purposes and binding on us and you. All percentages and other amounts resulting from any calculation with respect to the
Notes will be rounded at the Calculation Agent's discretion. The Calculation Agent will have no liability for its determinations.

Appointment of Independent Calculation Experts

If a calculation or valuation described above under "-- Market Disruption Events" or "--Discontinuance of the Index" contemplated to be made
by the Calculation Agent involves the application of material discretion and is not based on information or calculation methodologies compiled or
utilized by, or derived from, independent third party sources, the Bank will appoint one or more calculation experts to confirm such calculation or
valuation. Such calculation experts will be independent from the Bank and active participants in the financial markets in the relevant jurisdiction in
which futures or options contracts on the Index are traded. Calculation experts will not assume any obligation or duty to, or any relationship of
agency or trust for or with, the holders of the Notes or the Bank. Holders of the Notes will be entitled to rely on any valuation or calculations made
by such calculation experts and such valuations or calculations will (except in the case of manifest error) be final and binding on the Bank, the
Calculation Agent and the holders of the Notes. Calculation experts will not be responsible for good faith errors or omissions in the making of any
such valuations or calculations. Calculation experts may, with the consent of the Bank, delegate any of their obligations and functions to a third
party as they deem appropriate, but acting honestly and reasonably at all times. The valuations and calculations of calculation experts will be made
available to the holders of the Notes upon request.

Events of Default and Acceleration

If the Notes have become immediately due and payable following an Event of Default (as defined in the section "Description of Senior Debt
Securities Events of Default" in the accompanying Prospectus) with respect to the Notes, the amount payable on the Notes will be equal to the
Payment at Maturity, calculated as though the date of acceleration were the Maturity Date.

If the Notes have become immediately due and payable following an Event of Default, you will not be entitled to any payments with respect to the
Notes in addition to the redemption amount, calculated as set forth in the preceding paragraph. For more information, see "Description of Senior
Debt Securities Events of Default" beginning on page 9 of the accompanying Prospectus.

Withholding

The Bank or the applicable paying agent will deduct or withhold from a payment on a Note any present or future tax, duty, assessment or other
governmental charge that we determine is required by law or the interpretation or administration thereof to be deducted or withheld. Payments on a
Note will not be increased by any amount to offset such deduction or withholding.

PRS-8

HYPOTHETICAL PAYMENTS AT MATURITY ON THE NOTES

The following table illustrates the hypothetical total return on the Notes under various circumstances. The "total return" as used in this Pricing
Supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount Note to
$1,000. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a
purchaser of the Notes. The numbers appearing in the following table have been rounded for ease of analysis and do not take into account any tax
consequences of investing in the Notes. The hypothetical examples below also make the following key assumptions:

·
Index Start Level: 100.00*

·
Buffer Percentage: 25.00%

·
Participation Rate: 100.00%

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* The hypothetical Index Start Level of 100.00 has been chosen for illustrative purposes only and does not represent a likely actual Index Start
Level for the Index. The Index Start Level will be equal to the Index Closing Level on the Trade Date. The Index Closing Level on March 28, 2017
was 2,358.57. For more information about recent levels of the Index, please see "Information Regarding the Reference Index" below.

Index End Level
Index Return
Payment at Maturity**
Total Return on Notes
150.00
50.00%
$1,500.00
50.00%
140.00
40.00%
$1,400.00
40.00%
130.00
30.00%
$1,300.00
30.00%
120.00
20.00%
$1,200.00
20.00%
110.00
10.00%
$1,100.00
10.00%
105.00
5.00%
$1,050.00
5.00%
100.00
0.00%
$1,000.00
0.00%
95.00
-5.00%
$1,000.00
0.00%
90.00
-10.00%
$1,000.00
0.00%
80.00
-20.00%
$1,000.00
0.00%
75.00
-25.00%
$1,000.00
0.00%
74.00
-26.00%
$990.00
-1.00%
70.00
-30.00%
$950.00
-5.00%
60.00
-40.00%
$850.00
-15.00%
50.00
-50.00%
$750.00
-25.00%
40.00
-60.00%
$650.00
-35.00%
30.00
-70.00%
$550.00
-45.00%
20.00
-80.00%
$450.00
-55.00%
10.00
-90.00%
$350.00
-65.00%
0.00
-100.00%
$250.00
-75.00%

**per $1,000 principal amount Note

The following examples illustrate how the total returns set forth in the table above are calculated.

Example 1: The level of the Index increases from an Index Start Level of 100.00 to an Index End Level of 110.00.

Because the Index End Level is not less than the Index Start Level, the investor receives a payment at maturity of $1,100.00 per $1,000 principal
amount Note calculated as follows:

$1,000 + [$1,000 x (Index Return x Participation Rate)]

$1,000 + [$1,000 x (Index Return x 100.00%)]

$1,000 + [$1,000 x (10.00% x 100.00%)] = $1,100.00

The total return on the investment of the Notes is 10.00%.

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Example 2: The level of the Index decreases from an Index Start Level of 100.00 to an Index End Level of 90.00.

Because the Index End Level is less than the Index Start Level but the Index Return is not less than -25.00%, the investor will receive a payment at
maturity of $1,000.00 per $1,000 principal amount Note.

The total return on the investment of the Notes is 0.00%.

Example 3: The level of the Index decreases from an Index Start Level of 100.00 to an Index End Level of 60.00.

Because the Index Return is less than -25.00%, the investor will receive a payment at maturity of $850.00 per $1,000 principal amount Note
calculated as follows:

$1,000 + [$1,000 x (Index Return + Buffer Percentage)]

$1,000 + [$1,000 x (-40.00% + 25.00%)] = $850.00

The total return on the investment of the Notes is -15.00%.

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Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of the Bank. If the Bank were to
default on its payment obligations, you may not receive any amounts owed to you under the Notes and you could lose your entire
investment.

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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 Prospectus Supplement and "Risk Factors" beginning on page 1 of the accompanying
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 Prospectus and Prospectus Supplement.

The Notes do not Guarantee Return of Principal; You May Suffer a Loss of up to 75% of the Principal Amount of Your Notes.

The Notes do not guarantee a return of principal. Any payment on the Notes at maturity depends on the Index End Level of the Reference Index.
The Bank will only repay you the full Principal Amount of your Notes if the Index Return is equal to or greater than -25.00%. If the Index Return
is less than -25.00%, you will lose 1% of your initial investment for every 1% that the Index Return falls below -25.00%.

The Payment at Maturity Is Not Linked to the Price of the Reference Index at Any Time Other Than the Valuation Date.

The Payment at Maturity will be based on the Index End Level of the Reference Index (subject to adjustments as described). Therefore, for
example, if the Index Closing Level declined substantially as of the Valuation Date compared to the Issue Date, the Payment at Maturity may be
significantly less than it would otherwise have been had the Payment at Maturity been linked to the Index Closing Level prior to the Valuation
Date. Although the actual Index Closing Level at maturity or at other times during the term of the Notes may be higher than the Index End Level,
your Payment at Maturity will not benefit from the Index Closing Level at any time other than the Valuation Date.

If the Level of the Reference Index Changes, the Market Value of Your Notes May Not Change in the Same Manner.

Your Notes may trade quite differently from the performance of the Reference Index. Changes in the level of the Reference Index may not result in
a comparable change in the market value of your Notes. We discuss some of the reasons for this disparity under "--The Price at Which the Notes
may be Sold prior to Maturity will Depend on a Number of Factors and May Be Substantially Less Than the Amount for Which They Were
Originally Purchased" below.

Your Return On The Notes Could Be Less Than If You Owned Securities Included In The Index.

Your return on the Notes will not reflect the return you would realize if you actually owned the securities included in the Index and received the
dividends and other payments paid on those securities. This is because the Payment at Maturity will be determined by reference to the Index End
Level, which will be calculated by reference to the prices of the securities in the Index without taking into consideration the value of dividends and
other payments paid on those securities.

We Will Not Hold Securities Related to the Reference Index for Your Benefit.

The indenture and the terms governing your Notes do not contain any obligation on us or our affiliates to hedge nor any restriction on our ability or
the ability of any of our affiliates to sell, pledge or otherwise convey all or any portion of the futures or options on the Reference Index that we or
they may acquire. There can be no assurance that any hedging transaction we or our affiliates may undertake with respect to our exposure under
the Notes will be successful or will be maintained over the term of the Notes. Neither we nor our affiliates will pledge or otherwise hold any assets
for your benefit, including futures or options on the Reference Index. Consequently, in the event of

PRS-11

our bankruptcy, insolvency or liquidation, any of those assets that we own will be subject to the claims of our creditors generally and will not be
available for your benefit specifically.
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You Must Rely on Your Own Evaluation of the Merits of an Investment Linked to the Reference Index.

In the ordinary course of their business, we or our affiliates may have expressed views on expected movements in the Reference Index, and may do
so in the future. These views or reports may be communicated to our clients and clients of our affiliates. However, these views are subject to
change from time to time. Moreover, other professionals who transact business in markets relating to the Reference Index may at any time have
significantly different views from those of us or our affiliates. For these reasons, you are encouraged to derive information concerning the
Reference Index from multiple sources, and you should not rely solely on views expressed by us or our affiliates. For additional information, see
"Information Regarding the Reference Index" in this Pricing Supplement.

The Historical Performance of the Reference Index Should Not Be Taken as an Indication of Its Future Performance.

The level of the Reference Index will determine the amount to be paid on the Notes at maturity. The historical performance of the Reference Index
does not necessarily give an indication of its future performance. As a result, it is impossible to predict whether the level of the Reference Index
will rise or fall during the term of the Notes. The level of the Reference Index will be influenced by complex and interrelated political, economic,
financial and other factors.

Certain Business and Trading Activities May Create Conflicts with Your Interests and Could Potentially Adversely Affect the Value of the
Notes.

We or one or more of our affiliates may engage in trading and other business activities that are not for your account or on your behalf (such as
holding or selling of the Notes for our proprietary account or effecting secondary market transactions in the Notes for other customers). These
activities may present a conflict between your interest in the Notes and the interests we, or one or more of our affiliates, may have in our or their
proprietary account. We and our affiliates may engage in any such activities without regard to the Notes or the effect that such activities may
directly or indirectly have on the value 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 estimated value of the Notes when the terms of the
Notes are set. We expect to hedge our obligations under the Notes through one of our affiliates and/or another unaffiliated counterparty. In
connection with such activities, our economic interests and the economic interests of affiliates of ours may be adverse to your interests as an
investor in the Notes. Any of these activities may 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 or one or more of our 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. For additional information regarding our hedging
activities, please see "Use of Proceeds and Hedging" in this Pricing Supplement.

In addition, the Bank will serve as Calculation Agent for the Notes and will have sole discretion in calculating the amounts payable in respect of
the Notes. Exercising discretion in this manner could adversely affect the value of the Notes.

The Calculation Agent Can Postpone the Determination of the Index Closing Level if a Market Disruption Event Occurs.

The determination of the Index End Level may be postponed if the Calculation Agent determines that a Market Disruption Event has occurred or is
continuing on the Valuation Date. If such a postponement occurs, the Calculation Agent will use the Index Closing Level on the first subsequent
Trading Day on which no Market Disruption Event occurs or is continuing. In no event, however, will the Valuation Date be postponed by more
than seven Trading Days. As a result, if a Market Disruption Event occurs or is continuing on the Valuation Date, the

PRS-12

Maturity Date for the Notes could also be postponed, although not by more than seven Trading Days. No interest will accrue as a result of delayed
payment.

If the determination of the Index End Level for the Valuation Date is postponed to the last possible day, but a Market Disruption Event in respect
of that Reference Index occurs or is continuing on that day, that day will nevertheless be the date on which the Index End Level will be determined
by the Calculation Agent. In such an event, the Calculation Agent will make a good faith estimate in its sole discretion of the level that would have
prevailed in the absence of the Market Disruption Event. See "Certain Terms of the Notes--Market Disruption Events." Under certain
circumstances, the determinations of the Calculation Agent will be confirmed by one or more independent calculation experts. See "Certain Terms
of the Notes--Appointment of Independent Calculation Experts."

There Are Potential Conflicts of Interest Between You and the Calculation Agent.
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