Obligation CBIC 3% ( US13605WRE39 ) en USD

CBIC

100 % ▲

Canada

US13605WRE39 ( en USD )

3% par an ( paiement semestriel )

13/12/2024 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WRE39 en USD 3%, échue

1 000 USD

2 000 000 USD

13605WRE3

A- ( Qualité moyenne supérieure )

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'analyse d'une émission obligataire spécifique, identifiée par le code ISIN US13605WRE39 et le code CUSIP 13605WRE3, révèle les caractéristiques d'un titre émis par la Canadian Imperial Bank of Commerce (CIBC), une institution financière canadienne majeure et diversifiée, classée parmi les "Big Five" banques du pays, dont les activités s'étendent des services bancaires de détail et aux entreprises à la gestion de patrimoine et aux marchés financiers tant au niveau national qu'international, cette obligation, libellée en dollars américains (USD), offrait un taux d'intérêt nominal de 3% avec une fréquence de paiement semi-annuelle, et représentait une taille totale d'émission de 2 000 000 USD, accessible avec une taille minimale d'achat de 1 000 USD, le titre ayant atteint sa maturité le 13 décembre 2024, a été intégralement remboursé à 100% de son prix nominal, illustrant la solide solvabilité de CIBC, notée A- par l'agence Standard & Poor's (S&P).

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424B2 1 a19-10990_12424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216286

Pricing Supplement dated June 10, 2019
(To Prospectus dated March 28, 2017
and Prospectus Supplement dated November 6, 2018)
Canadian Imperial Bank of Commerce
Senior Global Medium-Term Notes
$2,000,000 Callable Fixed Rate Notes, due December 13, 2024

·
The notes are senior unsecured debt securities issued by Canadian Imperial Bank of Commerce ("CIBC"). All payments and the return of the

principal amount on the notes are subject to our credit risk.
·
The notes will mature on December 13, 2024. At maturity, if the notes have not been previously redeemed, you will receive a cash payment equal

to 100% of the principal amount of the notes, plus any accrued and unpaid interest.
·
Interest will be paid on June 13 and December 13 of each year, commencing on December 13, 2019, with the final interest payment date

occurring on the maturity date.
·
The notes will accrue interest at the fixed rate of 3.00% per annum during the term of the notes or until early redemption.

·
We have the right to redeem all, but not less than all, of the notes on June 13, 2020, and on each subsequent optional redemption date. The

redemption price will be 100% of the principal amount of the notes, plus any accrued and unpaid interest.
·
The notes will not be listed on any securities exchange.

·
The notes are bail-inable notes (as defined in the accompanying prospectus supplement) and subject to conversion in whole or in part by means

of a transaction or series of transactions and in one or more steps into common shares of CIBC or any of its affiliates under subsection 39.2(2.3)
of the Canada Deposit Insurance Corporation Act (the "CDIC Act") and to variation or extinguishment in consequence, and subject to the
application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act
with respect to the notes. See "Description of the Notes We May Offer -- Special Provisions Related to Bail-inable Notes" and "Risk Factors --
General Risks Relating to the Notes" in the accompanying prospectus supplement.
The notes:

Are Not FDIC or CDIC Insured
Are Not Bank Guaranteed
May Lose Value

Per Note
Total

Public Offering Price(1)
100.00%
$2,000,000.00

Underwriting Discount(1)(2)
0.75%
$15,000.00

Proceeds (before expenses) to CIBC
99.25%
$1,985,000.00

(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 will be as low as $992.50 (99.25%) per $1,000 in principal amount of the notes. See
"Supplemental Plan of Distribution" in this pricing supplement.
(2) BofA Securities, Inc. ("BofAS") will pay varying selling concessions at an average of 0.75% in connection with the distribution of the notes to other registered

broker-dealers.

The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by the
Canada Deposit Insurance Corporation (the "CDIC"), the U.S. Federal Deposit Insurance Corporation (the "FDIC") or any other governmental
agency of Canada, the United States or any other jurisdiction, and involve investment risks. Potential purchasers of the notes should consider the
information in "Risk Factors" beginning on page PS-6 of this pricing supplement, page S-1 of the attached prospectus supplement, and page 1 of the
attached prospectus.
None of the Securities and Exchange Commission (the "SEC"), any state or provincial securities commission, or any other regulatory body has
approved or disapproved of these notes or passed upon the adequacy or accuracy of this pricing supplement, the accompanying prospectus
supplement, or the accompanying prospectus. Any representation to the contrary is a criminal offense.

We will deliver the notes in book-entry form only through The Depository Trust Company ("DTC") on June 13, 2019 against payment in immediately
available funds.

BofA Merrill Lynch

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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 November 6, 2018 (the "prospectus supplement"), relating to our Senior Global Medium-Term 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 BofAS 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 BofAS 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 BofAS, 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 November 6, 2018 and prospectus dated March 28, 2017:

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SUMMARY OF TERMS

This pricing supplement supplements the terms and conditions in, and should be read in conjunction with, the prospectus
and the prospectus supplement.

· Issuer:
Canadian Imperial Bank of Commerce

· Type of Note:
Callable Fixed Rate Notes, due December 13, 2024

· CUSIP/ISIN:
CUSIP: 13605WRE3 / ISIN: US13605WRE39

· Principal Amount:
$1,000 per note

· Aggregate Principal Amount
$2,000,000

Initially Being Issued:

· Currency:
U.S. Dollars

· Trade Date:
June 10, 2019

· Issue Date:
June 13, 2019

· Interest Accrual Date:
June 13, 2019

·

Maturity Date:
December 13, 2024, subject to early redemption and postponement as described in "--

Business Day" below.

· Minimum Denominations:
$1,000 and multiples of $1,000 in excess of $1,000

· Ranking:
Senior, unsecured

· Day Count Fraction:
30/360

· Interest Period:
Semi-annual.

·

Interest Payment Dates:
June 13 and December 13 of each year, beginning on December 13, 2019, with the final

interest payment date occurring on the maturity date. The interest payment dates are
subject to postponement as described in "--Business Day" below.

· Interest Rate:
The notes will accrue interest at the fixed rate of 3.00% per annum

·

Optional Early Redemption:
We have the right to redeem the notes, in whole but not in part, on any optional

redemption date. The redemption price will be 100% of the principal amount plus any
accrued and unpaid interest to, but excluding, the date of such redemption. If we elect to
redeem the notes, we will give you notice at least 5 business days and no more than 30
business days before the date of such redemption.
If the notes are redeemed prior to maturity, they will cease to be outstanding on the related
optional redemption date and you will have no further rights under the notes after such
optional redemption date.
Any redemption for any reason (including without limitation, on any optional redemption
date) or purchase of the notes by the Bank will be subject to the condition that if such
redemption or purchase would lead to a breach of the Bank's TLAC requirements, such
redemption or purchase will be subject to the prior approval of the Superintendent of
Financial Institutions.

·

Optional Redemption Dates:
June 13 of each year, beginning on June 13, 2020 and ending on June 13, 2024, subject to

postponement as described in "--Business Day" below.

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· Canadian Bail-in Powers:
The notes are bail-inable notes (as defined in the accompanying prospectus supplement)

and subject to conversion in whole or in part -- by means of a transaction or series of
transactions and in one or more steps -- into common shares of CIBC or any of its
affiliates under subsection 39.2(2.3) of the CDIC Act and to variation or extinguishment
in consequence, and subject to the application of the laws of the Province of Ontario and
the federal laws of Canada applicable therein in respect of the operation of the CDIC Act
with respect to the notes. See "Description of the Notes We May Offer -- Special
Provisions Related to Bail-inable Notes" and "Risk Factors -- General Risks Relating to
the Notes" in the accompanying prospectus supplement.

· Agreement with Respect to the
By its acquisition of an interest in any note, each holder or beneficial owner of that note is

Exercise of Canadian Bail-in
deemed to (i) agree to be bound, in respect of the notes, by the CDIC Act, including the
Powers:
conversion of the notes, in whole or in part -- by means of a transaction or series of
transactions and in one or more steps -- into common shares of the Bank or any of its
affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or extinguishment
of the notes in consequence, and by the application of the laws of the Province of Ontario
and the federal laws of Canada applicable therein in respect of the operation of the CDIC
Act with respect to the notes; (ii) attorn and submit to the jurisdiction of the courts in the
Province of Ontario with respect to the CDIC Act and those laws; and (iii) acknowledge
and agree that the terms referred to in paragraphs (i) and (ii), above, are binding on that
holder or beneficial owner despite any provisions in the indenture or the notes, any other
law that governs the notes and any other agreement, arrangement or understanding
between that holder or beneficial owner and the Bank with respect to the notes.
Holders and beneficial owners of the notes will have no further rights in respect of their
bail-inable notes to the extent those bail-inable notes are converted in a bail-in conversion,
other than those provided under the bail-in regime, and by its acquisition of an interest in
any note, each holder or beneficial owner of that note is deemed to irrevocably consent to
the converted portion of the principal amount of that note and any accrued and unpaid
interest thereon being deemed paid in full by the Bank by the issuance of common shares
of the Bank (or, if applicable, any of its affiliates) upon the occurrence of a bail-in
conversion, which bail-in conversion will occur without any further action on the part of
that holder or beneficial owner or the trustee; provided that, for the avoidance of doubt,
this consent will not limit or otherwise affect any rights that holders or beneficial owners
may have under the bail-in regime.
See "Description of the Notes We May Offer -- Special Provisions Related to Bail-inable
Notes" in the accompanying prospectus supplement for a description of provisions
applicable to the notes as a result of Canadian bail-in powers under applicable Canadian
Laws.

· Business Day:
New York and Toronto. If any scheduled payment date is not a business day, the payment

will be made on the next succeeding business day. No additional interest will accrue on
the notes as a result of such postponement, and no adjustment will be made to the length
of the relevant interest period.

· Repayment at Option of
None

Holder:

· Record Dates for Interest
The fifteenth calendar day, whether or not a business day, immediately preceding the

Payments:
related interest payment date.

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· Calculation Agent:
CIBC. 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.

· Listing:
None

· 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 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-12 of the accompanying prospectus supplement, as modified by this
pricing supplement.

· Withholding:
CIBC 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 CIBC
determines 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.

· ERISA Considerations:
For a discussion of benefit plan investor considerations, please see "Certain U.S. Benefit

Plan Investor Considerations" in the accompanying prospectus.

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RISK FACTORS

Your investment in the notes entails significant risks, many of which differ from those of a conventional security. Your decision to purchase
the notes should be made only after carefully considering the risks of an investment in the notes, including those discussed below and in "Risk
Factors" beginning on page S-1 of the prospectus supplement and page 1 of the prospectus, with your advisors in light of your particular
circumstances. The notes are not an appropriate investment for you if you are not knowledgeable about significant elements of the notes or financial
matters in general.

The notes are subject to our early redemption. We may redeem all, but not less than all, of the notes on any optional redemption date. If
you intend to purchase the notes, you must be willing to have your notes redeemed as early as that date. We are generally more likely to elect to
redeem the notes during periods when the remaining interest to be accrued on the notes is to accrue at a rate that is greater than that which we would
pay on our other interest bearing debt securities having a maturity comparable to the remaining term of the notes. No further payments will be made
on the notes after they have been redeemed.

If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from the redemption in an investment with
a return that is as high as the return on the notes would have been if they had not been redeemed, or that has a similar level of risk.

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

The inclusion of dealer spread and projected profit from hedging in the public offering price is likely to adversely affect secondary
market prices. Assuming no change in market conditions or any other relevant factors, the price, if any, at which BofAS or any other party is willing
to purchase the notes at any time in secondary market transactions will likely be significantly lower than the public offering price, since secondary
market prices are likely to exclude underwriting commissions paid with respect to the notes and the cost of hedging our obligations under the notes
that are included in the public offering price. The cost of hedging includes the projected profit that we and/or our affiliates may realize in
consideration for assuming the risks inherent in managing the hedging transactions. These secondary market prices are also likely to be reduced by the
costs of unwinding the related hedging transactions. In addition, any secondary market prices may differ from values determined by pricing models
used by BofAS as a result of dealer discounts, mark-ups or other transaction costs.

We cannot assure you that a trading market for the notes will ever develop or be maintained. We will not list the notes on any
securities exchange. We cannot predict how the notes will trade in any secondary market, or whether that market will be liquid or illiquid.

The development of a trading market for the notes will depend on our financial performance and other factors. The number of potential
buyers of the notes in any secondary market may be limited. We anticipate that BofAS or its affiliates will act as a market-maker for the notes, but
they are not required to do so. BofAS and its affiliates may discontinue their market-making activities as to the notes at any time. To the extent that
BofAS or its affiliates engage in any market-making activities, they may bid for or offer the notes. Any price at which BofAS or its affiliates may bid
for, offer, purchase, or sell any notes may differ from the values determined by pricing models that each may respectively use, whether as a result of
dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any, at which the notes
might otherwise trade in the market.

In addition, if at any time BofAS or its affiliates were to cease acting as a market-maker for the notes, it is likely that there would be
significantly less liquidity in the secondary market and there may be no secondary market at all for the notes. In such a case, the price at which the
notes could be sold likely would be lower than if an active market existed and you should be prepared to hold the notes until maturity.

Many economic and other factors will impact the market value of the notes. The market for, and the market value of, the notes may be
affected by a number of factors that may either offset or magnify each other, including:

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·
the time remaining to maturity of the notes;

·
the aggregate amount outstanding of the notes;

·
our right to redeem the notes on the dates set forth above;

·
the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which may cause

the market value of the notes to decrease);

·
general economic conditions of the capital markets in the United States;

·
geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets generally;

·
our financial condition and creditworthiness; and

·
any market-making activities with respect to the notes.

The notes will be subject to risks, including conversion in whole or in part -- by means of a transaction or series of transactions and
in one or more steps -- into common shares of CIBC or any of its affiliates, under Canadian bank resolution powers. Under Canadian bank
resolution powers, the CDIC may, in circumstances where CIBC has ceased, or is about to cease, to be viable, assume temporary control or ownership
of CIBC and may be granted broad powers by one or more orders of the Governor in Council (Canada), including the power to sell or dispose of all or
a part of the assets of CIBC, and the power to carry out or cause CIBC to carry out a transaction or a series of transactions the purpose of which is to
restructure the business of CIBC. If the CDIC were to take action under the Canadian bank resolution powers with respect to CIBC, this could result
in holders or beneficial owners of the notes being exposed to losses and conversion of the notes in whole or in part -- by means of a transaction or
series of transactions and in one or more steps -- into common shares of CIBC or any of its affiliates.

As a result, you should consider the risk that you may lose all or part of your investment, including the principal amount plus any accrued
interest, if the CDIC were to take action under the Canadian bank resolution powers, including the bail-in regime, and that any remaining outstanding
notes, or common shares of CIBC or any of its affiliates into which the notes are converted, may be of little value at the time of a bail-in conversion
and thereafter. See "Description of the Notes We May Offer--Special Provisions Related to Bail-inable Notes" and "Risk Factors--General Risks
Relating to the Notes" in the prospectus supplement for a description of provisions and risks applicable to the notes as a result of Canadian bail-in
powers.

Certain business and trading activities may create conflicts with your interests and could potentially adversely affect the value of the
notes. We, BofAS or one or more of our or their respective 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, BofAS or one or more of our or their
respective affiliates may have in our or their proprietary account. We, BofAS and our or its respective 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.

BofAS and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the
ordinary course of business with CIBC and its affiliates. BofAS has received, or may in the future receive, customary fees and commissions for these
transactions. In addition, in the ordinary course of its business activities, BofAS and its affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and
for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of CIBC or its affiliates. To
the extent that BofAS or its affiliates has a lending relationship with CIBC or any of its affiliates, they would routinely hedge their credit exposure to
CIBC or its affiliates, as applicable, consistent with their customary risk management policies. Typically, BofAS or its affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in CIBC or its
affiliates' securities, including potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes
offered hereby. BofAS or its affiliates may also make investment recommendations and/or publish or express independent research views in respect of
such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.

Moreover, we, BofAS and our or its respective affiliates play a variety of roles in connection with the issuance of the notes, including
hedging our obligations under the notes. We expect to hedge our obligations under the notes through one of our affiliates and/or another unaffiliated
counterparty. We

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may seek competitive terms in entering into the hedging arrangements for the notes, but are not required to do so. 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.

In addition, CIBC 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 notes are not insured by any third parties. The notes will be solely our obligations. Neither the notes nor your investment in the
notes are insured by the United States Federal Deposit Insurance Corporation, the Canada Deposit Insurance Corporation, the Bank Insurance Fund or
any other government agency or instrumentality of the United States, Canada or any other jurisdiction.

The tax treatment of the notes is uncertain. Significant aspects of the tax treatment of the notes are uncertain. You should consult your tax
advisor about your own tax situation. See "Certain Canadian Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations" in
this pricing supplement.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion supersedes but is subject to the same qualifications and limitations as the discussion in the section called "Material
Income Tax Consequences--United States Taxation" in the accompanying prospectus. Capitalized terms used in this section without definition shall
have the respective meanings given such terms in the accompanying prospectus.

There is no authority that specifically addresses the U.S. federal income tax treatment of an instrument such as the bail-inable debt
securities. While the bail-inable debt securities should be treated as debt for U.S. federal income tax purposes, the Internal Revenue Service (the
"IRS") could assert an alternative tax treatment of the bail-in debt securities for U.S. federal income tax purposes, such as the bail-inable debt
securities should be considered as equity for U.S. federal income tax purposes. There can be no assurance that any alternative tax treatment, if
successfully asserted by the IRS would not have adverse U.S. federal income tax consequences to a U.S. holder of the bail-inable debt securities.
However, treatment of the bail-inable debt securities as equity for U.S. federal income tax purposes should not result in inclusions of income with
respect to the bail-inable debt securities that are materially different than the U.S. federal income tax consequences if the bail-inable debt securities are
treated as debt for U.S. federal income tax purposes.

If the bail-inable debt securities are characterized as debt for U.S. federal income tax purposes, the U.S. federal income tax consequences to
a U.S. holder of the bail-inable debt securities would be as described below in "--Notes Treated as Debt Instruments".

If the bail-inable debt securities were characterized as equity for U.S. federal income tax purposes, the U.S. federal income tax
consequences to a U.S. holder of the bail-in debt securities would be as described below in "--Notes Treated as Stock".

However, it is unlikely that interest payments on the bail-inable debt securities that are treated as dividends for U.S. federal income tax
purposes would be treated as "qualified dividend income" for U.S. federal income tax purposes. Amounts treated as dividends would be taxed at
ordinary income tax rates if such dividends were not treated as qualified dividend income.

United States holders are urged to consult their tax advisors regarding the characterization of the bail-in debt securities as debt or equity for
U.S. federal income tax purposes.

The following summary describes certain U.S. federal income tax consequences relevant to the purchase, ownership, and disposition of the
notes. This discussion is based upon current provisions of the Code, existing and proposed Treasury regulations thereunder, current administrative
rulings, judicial decisions and other applicable authorities. All of the foregoing are subject to change, which change may apply retroactively and could
affect the continued validity of this summary. This summary does not describe any tax consequences arising under the laws of any state, locality or
taxing jurisdiction other than the U.S. federal government. This discussion also does not purport to be a complete analysis of all tax considerations
relating to the notes. You should consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your
investment in the notes in your particular circumstances, including the application of state, local or other tax laws and the possible effects of
changes in federal or other tax laws.

U.S. Holders

Notes Treated as Debt Instruments

Interest payments on the notes should be taxable to holders in accordance with their regular method of accounting. Accordingly, the coupon
on a note will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. Holder's normal
method of accounting for tax purposes. If, however, you use the accrual method of accounting and keep an applicable financial statement, you may be
required to recognize income on the notes before normal tax accrual.

Notes Treated as Stock

If the notes are treated as stock, you should generally recognize capital gain or loss upon the sale, exchange, redemption or payment on
maturity in an amount equal to the difference between the amount you receive at such time and the amount that you paid for your notes. Such gain or
loss should generally

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be long-term capital gain or loss if you have held your notes for more than one year. The Issuer will report periodic payments designated as interest, if
any, as ordinary dividends to U.S. Holders that do not constitute qualified dividend income.

We are not responsible for any adverse consequences that you may experience as a result of any alternative characterization of the notes for
U.S. federal income tax or other tax purposes.

You are urged to consult your tax advisors concerning the significance, and the potential impact, of the above considerations.

Additional Information for U.S. Holders. For the treatment regarding other aspects of interest payments and backup withholding and
information reporting considerations please see the discussion under "Material Income Tax Consequences--United States Taxation" in the
accompanying prospectus.

Non-U.S. Holders

We currently do not withhold on interest payments to non-U.S. holders in respect of instruments such as notes. However, if we determine
that there is a material risk that we will be required to withhold on any such payments, we may withhold on such payments at a 30% rate, unless non-
U.S. holders have provided to us an appropriate and valid Internal Revenue Service Form W-8. In addition, non-U.S. holders will be subject to the
general rules regarding information reporting and backup withholding as described under the heading "Material Income Tax Consequences--United
States Taxation--U.S. Backup Withholding and Information Reporting" in the accompanying prospectus.

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