Obligation CBIC 10.001% ( US13605WGS44 ) en USD

CBIC

100 % ▲

Canada

US13605WGS44 ( en USD )

10.001% par an ( paiement semestriel )

22/11/2022 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WGS44 en USD 10.001%, échue

1 000 USD

4 259 000 USD

13605WGS4

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 US13605WGS44, paye un coupon de 10.001% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/11/2022

L'Obligation émise par CBIC ( Canada ) , en USD, avec le code ISIN US13605WGS44, a été notée NR par l'agence de notation Moody's.

424B2 1 a17-24991_16424b2.htm 424B2

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

Pricing Supplement dated November 20, 2017
(To Prospectus Supplement dated March 28, 2017
and Prospectus dated March 28, 2017)

Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes (Structured Notes)
$4,259,000 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 November 22, 2022

We, Canadian Imperial Bank of Commerce (the "Bank" or "CIBC"), are offering $4,259,000 aggregate principal amount of our 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 November 22, 2022
(CUSIP 13605WGS4 / ISIN US13605WGS44) (the "Notes"). The Notes are senior unsecured debt securities of CIBC that do not pay interest at a specified rate, do not
repay a fixed amount of principal at maturity and are subject to potential automatic call upon the terms described in this pricing supplement. Whether the Notes pay a
monthly contingent coupon, whether the Notes are automatically called prior to maturity and, if they are not automatically called, whether you are repaid the principal
amount of your Notes at maturity will depend in each case upon the Closing Price of the Lowest Performing of the VanEck Vectors® Gold Miners ETF and the
SPDR® S&P® Oil & Gas Exploration & Production ETF (each a "Reference Asset" and together the "Reference Assets") on the relevant Valuation Date. The Lowest
Performing Reference Asset on any Valuation Date is the Reference Asset that has the lowest Closing Price on that Valuation Date as a percentage of its Initial Price.

The Notes provide monthly Contingent Coupon Payments at a rate of 0.8334% (10.0008% 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 monthly Valuation Date is greater than or equal to its Coupon Barrier Price. However, if the
Closing Price of the Lowest Performing Reference Asset on a Valuation Date is less than its Coupon Barrier Price, you will not receive any Contingent Coupon Payment
for the relevant monthly period. If the Closing Price of the Lowest Performing Reference Asset is less than its Coupon Barrier Price on every Valuation Date, you will not
receive any Contingent Coupon Payments throughout the entire term of the Notes.

If the Notes have not been previously called, the amount that you will be paid on your Notes at maturity will depend on the performance of the Reference Assets and will
be calculated as follows:

· If the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date is greater than or equal to its Principal Barrier Price: (i) the Principal
Amount plus (ii) the Contingent Coupon Payment.

· If the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date is less than its Principal Barrier Price: (A) the Principal Amount plus
(B) the Principal Amount multiplied by the Percentage Change.

If the Closing Price of the Lowest Performing Reference Asset on any Call Valuation Date is greater than or equal to its Initial Price, we will automatically call the Notes
and pay you on the applicable Call Payment Date your initial investment of $1,000 per Note plus the applicable Contingent Coupon Payment for that Valuation Date and
no further amounts will be owed to you. If, as of the Maturity Date, the Notes have not been called, investors may have downside market exposure to the Reference
Assets, subject to any return previously realized in the form of Contingent Coupon Payments.

Your return on the Notes will depend solely on the performance of the Reference Asset that is the Lowest Performing Reference Asset on each Valuation Date.
You will not benefit in any way from the performance of the better performing Reference Asset. Therefore, you will be adversely affected if any Reference Asset
performs poorly, even if the other Reference Asset performs favorably. Furthermore, you will not participate in any appreciation of any of the Reference
Assets.

The Notes will be issued in the denomination of $1,000 and integral multiples of $1,000 in excess thereof.

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

The Notes are unsecured obligations of CIBC and all payments on the Notes are subject to the credit risk of CIBC. 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 "Additional Risk Factors" sections in this pricing supplement and the "Risk Factors" sections in the accompanying
Prospectus Supplement and Prospectus.

Price to Public(1)
Underwriting Discount(2)
Proceeds to CIBC
Per Note
100%
4.10%
95.90%
Total
$4,259,000
$174,619
$4,084,381

(1) Certain dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. The
price to public for investors purchasing the Notes in these accounts may be as low as $975.00 (97.50%) per $1,000 principal amount of the Notes.

(2) The total "Underwriting Discount" and "Proceeds to CIBC" 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 will receive a commission of $41.00 (4.10%) per $1,000 principal amount of Notes. Jefferies LLC 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 PRS-39 of this pricing supplement.

Our estimated value of the Notes on the Trade Date, based on our internal pricing models, is $943.00 per Note. The estimated value is less than the initial issue price of
the Notes. 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 or about November 22, 2017 against payment in
immediately available funds.

Jefferies LLC
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ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the Prospectus dated March 28, 2017 (the "Prospectus") and the Prospectus Supplement
dated March 28, 2017 (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 Jefferies LLC ("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, 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 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 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 March 28, 2017 and Prospectus dated March 28, 2017 filed with the SEC on March 28, 2017:

https://www.sec.gov/Archives/edgar/data/1045520/000110465917019619/a17-8647_1424b3.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 March 28, 2017 and the Prospectus dated March 28, 2017, 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:
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 November 22, 2022

Reference Assets:
VanEck Vectors® Gold Miners ETF (ticker "GDX US Equity") and the SPDR® S&P® Oil & Gas Exploration &
Production ETF (ticker "XOP US Equity")

CUSIP/ISIN:
CUSIP: 13605WGS4 / ISIN: US13605WGS44

Minimum Investment:
$1,000 (one Note)

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

Principal Amount:
$1,000 per Note
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Aggregate Principal
$4,259,000
Amount of Notes:

Currency:
U.S. Dollars

Trade Date:
November 20, 2017

Original Issue Date:
November 22, 2017 (the second scheduled Business Day after the Trade Date)

Initial Price:
·
With respect to the VanEck Vectors® Gold Miners ETF: $22.54, its Closing Price on the Trade Date.

·
®
®
With respect to the SPDR
S&P Oil & Gas Exploration & Production ETF: $34.58, its Closing Price on the
Trade Date.

Contingent Coupon
On each Contingent Coupon Payment Date, you will receive payment at a per annum rate equal to the Contingent
Payment:
Coupon Rate (a "Contingent Coupon Payment") if, and only if, the Closing Price of the Lowest Performing
Reference Asset on the related Valuation Date is greater than or equal to its Coupon Barrier Price.
If the Closing Price of the Lowest Performing Reference Asset on the related Valuation Date is less than its
Coupon Barrier Price, you will not receive any Contingent Coupon Payment on the related Contingent
Coupon Payment Date. If the Closing Price of the Lowest Performing Reference Asset is less than its Coupon
Barrier Price on all monthly Valuation Dates, you will not receive any Contingent Coupon Payments over the
term of the Notes.
Each monthly Contingent Coupon Payment, if any, will be calculated per Note as follows: $1,000 × Contingent
Coupon Rate × (30/360). Any Contingent Coupon Payments will be rounded to the nearest cent, with one-half cent
rounded upward.

PRS-2

Coupon Barrier Price:
The "Coupon Barrier Price" for each Reference Asset is:
·
®
With respect to the VanEck Vectors
Gold Miners ETF: $13.524 (60% of its Initial Price).
·
With respect to the SPDR® S&P® Oil & Gas Exploration & Production ETF: $20.748 (60% of its Initial Price).

Contingent Coupon
The 22 of
nd
each month, commencing on December 22, 2017 and ending on the Maturity Date (the Maturity Date
Payment Dates:
being the Contingent Coupon Payment Date with respect to the Final Valuation Date) or, if such day is not a Business
Day, the first following Business Day, unless the first following Business Day is in the next calendar month, in which
case the Contingent Coupon Payment will be made on the first preceding Business Day.
The Contingent Coupon Payment Date will be postponed by the same number of Trading Days as the applicable
Valuation Date if a Market Disruption Event (as defined below) occurs or is continuing as described below under
"Certain Terms of the Notes--Market Disruption Events." No interest will accrue as a result of a delayed payment.

Contingent Coupon
10.0008% per annum (0.8334% payable monthly in arrears).
Rate:

Valuation Dates:
A "Valuation Date" means the date five scheduled Trading Days prior to the related Contingent Coupon Payment
Date. The Valuation Date immediately preceding the Maturity Date, which we refer to as the "Final Valuation Date,"
shall be the fifth scheduled Trading Day prior to the Maturity Date.
The Valuation Dates may be delayed by the occurrence of a Market Disruption Event. See "Certain Terms of the
Notes--Market Disruption Events" in this pricing supplement.

Trading Day:
A "Trading Day" means a day on which the principal trading markets for each of the Reference Assets is open for
trading.

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

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Call Feature:
If the Closing Price of the Lowest Performing Reference Asset on any Call Valuation Date is greater than or equal to
its Initial Price, we will automatically call the Notes and pay you on the applicable Call Payment Date your initial
investment of $1,000.00 per Note plus the applicable Contingent Coupon Payment for that Valuation Date and no
further amounts will be owed to you.
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 Valuation Date:
A "Call Valuation Date" means the date five scheduled Trading Days prior to the related Call Payment Date.
The Call Valuation Dates may be delayed by the occurrence of a Market Disruption Event (as defined below). See
"Certain Terms of the Notes--Market Disruption Events" in this pricing supplement.

PRS-3

Call Payment Date:
Each May 22 and November 22, commencing on May 22, 2018 and ending on May 22, 2022, or, if such day is not a
Business Day, the first following Business Day, unless the first following Business Day is in the next calendar month,
in which case the Call Payment Date will be the first preceding Business Day.
The Call Payment Date will be postponed by the same number of Trading Days as the applicable Call Valuation Date
if a Market Disruption Event occurs or is continuing as described below under "Certain Terms of the Notes--Market
Disruption Events." No interest will accrue as a result of a delayed payment.

Maturity Date:
November 22, 2022. The Maturity Date is subject to the Call Feature and 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 a delayed payment.

Payment at Maturity:
If the Notes have not been previously called, the Payment at Maturity will be based on the performance of the Lowest
Performing Reference Asset on the Final Valuation Date and will be calculated as follows:
·
If the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date is greater than or equal

to its Principal Barrier Price, then the Payment at Maturity will equal:
Principal Amount + Contingent Coupon Payment for the Maturity Date

·If the Final Price of the Lowest Performing Reference Asset on the Final Valuation Date is less than its Principal
Barrier Price, then the Payment at Maturity will equal:

Principal Amount + (Principal Amount × Percentage Change)

If the Final Price of the Lowest Performing Reference Asset is less than its Principal Barrier Price, you will suffer
a loss of a portion of the Principal Amount in an amount equal to the Percentage Change. Accordingly, you could
lose up to 100% of your initial investment, subject to any return realized in the form of Contingent Coupon
Payments, if any.

Final Price:
The "Final Price" of each Reference Asset will be the Closing Price of such Reference Asset on the Final Valuation
Date.

Closing Price:
For any date of determination, the "Closing Price" of each Reference Asset will be the product of (i) the closing price
of one share of such Reference Asset published on the applicable Bloomberg page or any successor page on
Bloomberg or any successor service, as applicable, and (ii) the Adjustment Factor applicable to such Reference Asset
on such date. In certain special circumstances, the Closing Price will be determined by the Calculation Agent, in its
discretion, and such determinations will, under certain circumstances, be confirmed by an independent calculation
expert. See "Certain Terms of the Notes--Market Disruption Events," "Certain Terms of the Notes--Anti-dilution
Adjustments Relating to a Reference Asset; Alternate Calculation," and "Appointment of Independent Calculation
Experts" in this pricing supplement.
The applicable Bloomberg pages for the Reference Assets as of the date of this pricing supplement are:
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PRS-4

·
GDX US Equity; and

·
XOP US Equity.

Adjustment Factor:
The "Adjustment Factor" means, with respect to one share of each Reference Asset (or one unit of any other security
for which a Closing Price must be determined), 1.0, subject to adjustment if and when certain events affect the shares
of the Reference Assets. See "Certain Terms of the Notes--Anti-dilution Adjustments Relating to a Reference Asset;
Alternate Calculation" below.

Percentage Change:
The "Percentage Change", expressed as a percentage, with respect to the Payment at Maturity, is calculated as follows
for the Lowest Performing Reference Asset:
Final Price Initial Price
Initial Price
For the avoidance of doubt, the Percentage Change may be a negative value.

Principal Barrier Price:
The "Principal Barrier Price" for each Reference Asset is:
·
With respect to the VanEck Vectors® Gold Miners ETF: $13.524 (60% of its Initial Price).

·
With respect to the SPDR® S&P® Oil & Gas Exploration & Production ETF: $20.748 (60% of its Initial Price).

Principal at Risk:
You may lose all or a substantial portion of your initial investment at maturity if the Final Price of the Lowest
Performing Reference Asset on the Final Valuation Date is below its Principal Barrier Price.

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 its sole discretion, 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
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.

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, as set forth
above. These costs and profits will likely reduce the secondary market price, if any secondary market develops, for
the Notes. As a result, you may experience an immediate and substantial decline in the market value of your Notes on
the Trade Date. See "Additional Risk Factors--The Inclusion Of Dealer Spread And Projected Profit From Hedging
In The Original Issue Price Is Likely To Adversely Affect Secondary Market Prices" in this pricing supplement.

PRS-5

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.

Listing:
The Notes will not be listed on any securities exchange or quotation system.

Use of Proceeds:
General corporate purposes.

Certain U.S. Benefit
For a discussion of benefit plan investor considerations, please see "Certain U.S. Benefit Plan Investor
Plan Investor
Considerations" in the accompanying Prospectus.
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Considerations:

Clearance and
We will issue the Notes in the form of a fully registered global note registered in the name of the nominee of DTC.
Settlement:
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 receive or be entitled to receive Notes in definitive form and will not be
considered holders of Notes under the indenture.

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 100% OF YOUR 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-6

INVESTOR SUITABILITY

The Notes may be suitable for you if:

·
You seek an investment with monthly Contingent Coupon Payments at a rate of 0.8334% (10.0008% 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 Valuation Date
is greater than or equal to its Coupon Barrier Price.
·
You understand that if the Closing Price of the Lowest Performing Reference Asset on the Final Valuation Date has declined below its

Principal Barrier Price, you will be fully exposed to the decline in such Lowest Performing Reference Asset from its Initial Price and will
lose more than 40%, and possibly up to 100%, of the Principal Amount at maturity.
·
You are willing to accept the risk that you may not receive any Contingent Coupon Payment on one or more, or any, monthly Contingent

Coupon Payment Dates over the term of the Notes and may lose up to 100% of the Principal Amount of the Notes at maturity.
·
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.
·
You understand that the return on the Notes will depend solely on the performance of the Reference Asset that is the Lowest Performing

Reference Asset on each Valuation Date and that you will not benefit in any way from the performance of the better performing Reference
Asset.
·
You understand that the Notes are riskier than alternative investments linked to only one of the Reference Assets or linked to a basket

composed of each Reference Asset.
·
You understand and are willing to accept the full downside risks of each Reference Asset.

·
You are willing to forgo participation in any appreciation of any Reference Asset.

·
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 seek a liquid investment or are unable or unwilling to hold the Notes to maturity.

·
You are unwilling to accept the risk that the Closing Price of the Lowest Performing Reference Asset on the Final Valuation Date may

decline by more than 40%, and possibly up to 100%, from its Initial Price.
·
You seek exposure to the upside performance of any or each Reference Asset.

·
You require full payment of the Principal Amount of the Notes at maturity.

·
You are unwilling to purchase Notes with an estimated value as of the Trade Date that is lower than the Principal Amount.

·
You seek certainty of current income over the term of the Notes.

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

of the performances of the Reference Assets, rather than solely on the Lowest Performing Reference Asset.
·
You seek a security with a fixed term.

·
You do not fully understand the risks inherent in an investment in the Notes, including the risk of losing up to 100% of your initial

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investment.
·
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-7

CERTAIN TERMS OF THE NOTES

Payments of Principal and Interest

In the event that the stated Maturity Date is not a Business Day, then relevant repayment of principal will be made on the first following Business
Day, unless the first following Business Day is in the next calendar month, in which case the relevant repayment of principal will be made on the
first preceding Business Day ("Modified Following Business Day Convention").

We describe payments as being based on a "day count fraction" of "30/360, unadjusted, Modified Following Business Day Convention." This
means that the number of days in each Contingent Coupon Payment period will be based on a 360-day year of twelve 30-day months ("30/360")
and that the number of days in each Contingent Coupon Payment period will not be adjusted if a Contingent Coupon Payment Date falls on a day
that is not a Business Day ("unadjusted"). We will pay any interest payable on any Contingent Coupon Payment Date other than the Maturity Date
to the persons in whose names the Notes are registered at the close of business one Business Day prior to such Contingent Coupon Payment Date.

If any Contingent Coupon Payment Date or Call Payment Date falls on a day that is not a Business Day (including any Contingent Coupon
Payment Date that is also the Maturity Date), the relevant Contingent Coupon Payment Date or Call Payment Date will be the first following
Business Day, unless the first following Business Day is in the next calendar month, in which case the Contingent Coupon Payment Date or Call
Payment Date will be the first preceding Business Day under the Modified Following Business Day Convention.

Market Disruption Events

If a Market Disruption Event in respect of any Reference Asset occurs or is continuing on any scheduled Valuation Date or Call Valuation Date,
then such Valuation Date or Call Valuation Date will be postponed for each Reference Asset to the first succeeding day that is a Trading Day for
each Reference Asset and on which a Market Disruption Event has not occurred and is not continuing for any Reference Asset. If a Market
Disruption Event in respect of any Reference Asset occurs or is continuing on each Trading Day to and including the seventh Trading Day
following the Valuation Date or Call Valuation Date, the Closing Price of each Reference Asset 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 one or more Reference Assets on
that day. In such an event, the Calculation Agent will make a good faith estimate in its sole discretion of the Closing Price of each affected
Reference Asset that would have prevailed in the absence of the Market Disruption Event in respect of such Reference Asset. No interest will
accrue as a result of delayed payment. In the event the Final Valuation Date is postponed as a result of a Market Disruption Event, the Maturity
Date shall be five Business Days after the Final Valuation Date, as so postponed.

A "Market Disruption Event" 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 any of the Reference Assets:

(A)
the occurrence or existence of a material suspension of or limitation imposed on trading by the relevant stock exchange or otherwise

relating to the shares (or other applicable securities) of the Reference Asset or any Successor Fund on the relevant stock exchange at
any time during the one-hour period that ends at the close of trading on such day, whether by reason of movements in price exceeding
limits permitted by such relevant stock exchange or otherwise;

(B)
the occurrence or existence of a material suspension of or limitation imposed on trading by any related futures or options exchange or

otherwise in futures or options contracts relating to the shares (or other applicable securities) of the Reference Asset or any Successor
Fund (as defined below) on any related futures or options exchange at any time during the one-hour period that ends at the close of
trading on

PRS-8
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that day, whether by reason of movements in price exceeding limits permitted by the related futures or options exchange or otherwise;

(C)
the occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market

participants in general to effect transactions in, or obtain market values for, shares (or other applicable securities) of the Reference
Asset or any Successor Fund on the relevant stock exchange at any time during the one-hour period that ends at the close of trading on
that day;

(D)
the occurrence or existence of any event, other than an early closure, that materially disrupts or impairs the ability of market

participants in general to effect transactions in, or obtain market values for, futures or options contracts relating to shares (or other
applicable securities) of the Reference Asset or any Successor Fund on any related futures or options exchange at any time during the
one-hour period that ends at the close of trading on that day;

(E)
the closure of the relevant stock exchange or any related futures or options exchange with respect to the Reference Asset or any

Successor Fund prior to its scheduled closing time unless the earlier closing time is announced by the relevant stock exchange or
related futures or options exchange, as applicable, at least one hour prior to the earlier of (1) the actual closing time for the regular
trading session on such relevant stock exchange or related futures or options exchange, as applicable, and (2) the submission deadline
for orders to be entered into the relevant stock exchange or related futures or options exchange, as applicable, system for execution at
the close of trading on that day;

(F)
the relevant stock exchange or any related futures or options exchange with respect to the Reference Asset or any Successor Fund fails

to open for trading during its regular trading session; or

(G)
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."

For purposes of determining whether a Market Disruption Event has occurred:

(1)
"close of trading" means the scheduled closing time of the relevant stock exchange with respect to the Reference Asset or any

Successor Fund; and

(2)
the "scheduled closing time" of the relevant stock exchange or any related futures or options exchange on any Trading Day for the

Reference Asset or any Successor Fund means the scheduled weekday closing time of such relevant stock exchange or related futures
or options exchange on such Trading Day, without regard to after hours or any other trading outside the regular trading session hours.

(3)
the "relevant stock exchange" for the Reference Asset means the primary exchange or quotation system on which shares (or other

applicable securities) of the Reference Asset are traded, as determined by the Calculation Agent.

(4)
the "related futures or options exchange" for the Reference Asset means each exchange or quotation system where trading has a

material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to the Reference
Asset.

Anti-dilution Adjustments Relating to a Reference Asset; Alternate Calculation

Anti-dilution Adjustments

The Calculation Agent will adjust the Adjustment Factor as specified below if any of the events specified below occurs with respect to any
Reference Asset and the effective date or ex-dividend date, as applicable, for such event is after the Trade Date and on or prior to a Valuation Date.

PRS-9

The adjustments specified below do not cover all events that could affect the Reference Assets, and there may be other events that could affect the
Reference Assets for which the Calculation Agent will not make any such adjustments, including, without limitation, an ordinary cash dividend.
Nevertheless, the Calculation Agent may, in its sole discretion, make additional adjustments to any terms of the Notes upon the occurrence of other
events that affect or could potentially affect the market price of, or shareholder rights in, the Reference Assets, with a view to offsetting, to the
extent practical, any such change, and preserving the relative investment risks of the Notes. In addition, the Calculation Agent may, in its sole
discretion, make adjustments or a series of adjustments that differ from those described herein if the Calculation Agent determines that such
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adjustments do not properly reflect the economic consequences of the events specified in this pricing supplement or would not preserve the relative
investment risks of the Notes. All determinations made by the Calculation Agent in making any adjustments to the terms of the Notes, including
adjustments that are in addition to, or that differ from, those described in this pricing supplement, will be made in good faith and a commercially
reasonable manner, with the aim of ensuring an equitable result. In determining whether to make any adjustment to the terms of the Notes, the
Calculation Agent may consider any adjustment made by the Options Clearing Corporation or any other equity derivatives clearing organization on
options contracts on the Reference Assets.

For any event described below, the Calculation Agent will not be required to adjust the Adjustment Factor unless the adjustment would result in a
change to the Adjustment Factor then in effect of at least 0.10%. The Adjustment Factor resulting from any adjustment will be rounded up or
down, as appropriate, to the nearest one-hundred thousandth.

(A)
Stock Splits and Reverse Stock Splits

If a stock split or reverse stock split has occurred, then once such split has become effective, the Adjustment Factor will be adjusted to equal the
product of the prior Adjustment Factor and the number of securities which a holder of one share (or other applicable security) of such Reference
Asset before the effective date of such stock split or reverse stock split would have owned or been entitled to receive immediately following the
applicable effective date.

(B)
Stock Dividends

If a dividend or distribution of shares (or other applicable securities) to which the Notes are linked has been made ratably to all holders of record of
such shares (or other applicable security), then the Adjustment Factor will be adjusted on the ex-dividend date to equal the prior Adjustment Factor
plus the product of the prior Adjustment Factor and the number of shares (or other applicable security) of such Reference Asset which a holder of
one share (or other applicable security) of such Reference Asset before the ex-dividend date would have owned or been entitled to receive
immediately following that date; provided, however, that no adjustment will be made for a distribution for which the number of securities of such
Reference Asset paid or distributed is based on a fixed cash equivalent value.

(C)
Extraordinary Dividends

If an extraordinary dividend (as defined below) has occurred, then the Adjustment Factor will be adjusted on the ex-dividend date to equal the
product of the prior Adjustment Factor and a fraction, the numerator of which is the closing price per share (or other applicable security) of such
Reference Asset on the Trading Day preceding the ex-dividend date, and the denominator of which is the amount by which the closing price per
share (or other applicable security) of such Reference Asset on the Trading Day preceding the ex-dividend date exceeds the extraordinary dividend
amount (as defined below).

For purposes of determining whether an extraordinary dividend has occurred:

a.
"extraordinary dividend" means any cash dividend or distribution (or portion thereof) that the Calculation Agent determines, in

its sole discretion, is extraordinary or special; and

b.
"extraordinary dividend amount" with respect to an extraordinary dividend for the securities of the Reference Asset will equal

the amount per share (or other applicable security) of the Reference

PRS-10

Asset of the applicable cash dividend or distribution that is attributable to the extraordinary dividend, as determined by the
Calculation Agent in its sole discretion.

A distribution on the securities of any Reference Asset described below under the section entitled "--Reorganization Events" below that also
constitutes an extraordinary dividend will only cause an adjustment pursuant to that "--Reorganization Events" section.

(D)
Other Distributions

If a distribution of any non-cash assets is declared or made to all holders of the shares (or other applicable security) of any Reference Asset,
excluding dividends or distributions described under the section entitled "--Stock Dividends" above, then the Calculation Agent may, in its sole
discretion, make such adjustment (if any) to the Adjustment Factor as it deems appropriate in the circumstances. If the Calculation Agent
determines to make an adjustment pursuant to this paragraph, it will do so with a view to offsetting, to the extent practical, any change in the
economic position of a holder of the Notes that results solely from the applicable event.

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(E)
Reorganization Events

If a Reference Asset, or any Successor Fund, is subject to a merger, combination, consolidation or statutory exchange of securities with another
exchange traded fund, and such Reference Asset is not the surviving entity (a "Reorganization Event"), then, on or after the date of such event, the
Calculation Agent shall, in its sole discretion, make an adjustment to the Adjustment Factor or the method of determining the Payment at Maturity
or any other terms of the Notes as the Calculation Agent determines appropriate to account for the economic effect on the Notes of such event, and
determine the effective date of that adjustment. If the Calculation Agent determines that no adjustment that it could make will produce a
commercially reasonable result, then the Calculation Agent may deem such event a Liquidation Event (as defined below).

Liquidation Events

If a Reference Asset is de-listed, liquidated or otherwise terminated (a "Liquidation Event"), and a successor or substitute exchange traded fund
exists that the Calculation Agent determines, in its sole discretion, to be comparable to such Reference Asset, then, upon the Calculation Agent's
notification of that determination to the trustee and the Bank, any subsequent Closing Price for such Reference Asset will be determined by
reference to the Closing Price of such successor or substitute exchange traded fund (such exchange traded fund being referred to herein as a
"Successor Fund"), with such adjustments as the Calculation Agent determines are appropriate to account for the economic effect of such
substitution on holders of the Notes.

If a Reference Asset undergoes a Liquidation Event prior to, and such Liquidation Event is continuing on, the date that any Closing Price of such
Reference Asset is to be determined and the Calculation Agent determines that no Successor Fund is available at such time, then the Calculation
Agent will, in its discretion, calculate the Closing Price for the Reference Asset on such date by a computation methodology that the Calculation
Agent determines will as closely as reasonably possible replicate the Reference Asset, provided that if the Calculation Agent determines in its
discretion that it is not practicable to replicate the Reference Asset (including but not limited to the instance in which the underlying index sponsor
discontinues publication of the underlying index), then the Calculation Agent will calculate the Closing Price for the Reference Asset in accordance
with the formula last used to calculate such Closing Price before such Liquidation Event, but using only those securities that were held by the
affected Reference Asset immediately prior to such Liquidation Event without any rebalancing or substitution of such securities following such
Liquidation Event.

If a Successor Fund is selected or the Calculation Agent calculates the Closing Price as a substitute for the Reference Asset, such Successor Fund or
Closing Price will be used as a substitute for the Reference Asset for all purposes, including for purposes of determining whether a Market
Disruption Event exists. Notwithstanding these alternative arrangements, a Liquidation Event with respect to a Reference Asset may adversely
affect the value of the Notes.

PRS-11

If any event is both a Reorganization Event and a Liquidation Event, such event will be treated as a Reorganization Event for purposes of the
Notes unless the Calculation Agent makes the determination referenced in the last sentence of the section entitled "--Anti-dilution Adjustments--
Reorganization Events" above.

Alternate Calculation

If at any time the method of calculating a Reference Asset or a Successor Fund, or the underlying index, is changed in a material respect, or if a
Reference Asset or a Successor Fund is in any other way modified so that such Reference Asset does not, in the opinion of the Calculation Agent,
fairly represent the price of the securities of the Reference Asset or such Successor Fund had such changes or modifications not been made, then the
Calculation Agent may, at the close of business in New York City on the date that any Closing Price is to be determined, make such calculations
and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a Closing Price of the Reference
Asset comparable to the Reference Asset or such Successor Fund, as the case may be, as if such changes or modifications had not been made, and
calculate the Closing Price and the Payment at Maturity and determine whether the Notes are automatically called on any call date with reference to
such adjusted Closing Price of the Reference Asset or such Successor Fund, as applicable.

Calculation Agent

We or one of our 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" in this pricing supplement. We may appoint a
different Calculation Agent without your consent and without notifying you.

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

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Document Outline

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